1. Definition and General

1.1. In these terms & conditions:

• Evolution means Evolution Systems Ltd, Finance House, 92-94 Nantwich Road, Crewe, Cheshire. CW2 6AT
• Agreement means the agreement however made for the supply of Goods and or Services by Evolution to the Customer.
• Customer means the party to whom Evolution has agreed to provide the Goods and or Services including it's employees, agents and servants.
• Goods means any equipment purchase by the Customer including hardware, software and any other material supplied by Evolution.
• Service means the Service supplied or to be supplied by Evolution to the Customer under the Agreement, including Consultancy, Software Development, Installation or Training.

2. Terms & Conditions

2.1. These Terms & Conditions of Sales shall be incorporated into all Contracts of Sale made by Evolution for the Sales of any Goods or Services.

2.2. The employees of Evolution are not authorised to make oral representation as to the description, quality or fitness for any particular purpose of the Goods or Services provided under the Agreement. If a representation is made or an opinion expressed orally which materially affects the Customer's decision to purchase the Goods or Services, the Customer must ensure that any such details are confirmed in writing by a Director of Evolution so as to form part of the Agreement otherwise no liability can be accepted.

3. Price

3.1. Evolution's sales literature, price lists, other advertising literature or other material do not constitute an offer unless expressed in a fixed quotation open for a specific period and Evolution reserves the right to withdraw or revise the same at any time prior to the Agreement.

3.2. Unless otherwise expressly provided the price is exclusive of:

3.2.1. Travelling, hotel or any other expenses

3.2.2. Value Added Tax and any other United Kingdom tax or duty payable. The value of any such items shall be added to the price paid by the Customer.

3.2.3. Should the client request any deviations from the Goods or Services in the Agreement, the impact of the changes will be assessed in terms of the project schedule, cost, quality and scope. No additional costs will be incurred without prior written agreement.

3.2.4. Specifically, where a Customer contracts for a number of days work and requests that a task is carried out by an Evolution employee, unless agreed in writing by a Director of Evolution, the completion of that task is not the essence of the contract. The Customer will be given the option of leaving the task incomplete or contracting for additional Consultancy time to complete the work. The agreement is completed by the provision of the number of days stated on the relevant quotation and order documents.

3.2.5. Where the Goods or Services are not paid for in full at the time the Customer enters into the Agreement or unless expressly provided in writing, payment for the Goods and or Services shall be due in full, without set-off or deduction within 30 days of Evolution's invoice.

3.2.6. Where payment becomes overdue (and without prejudice to the rights which Evolution may have) Evolution shall be entitled to charge interest at the rate of 3% per month over the base rate of Barclays Bank Plc from time to time in force on a daily basis to be liable from the due date for payment thereof until receipt by Evolution of the full amount whether before or after judgement.

4. Availability and Delivery

4.1. Acceptance and completion of an order is subject always to the Goods and or Services which have been ordered being available and Evolution shall be under no liability for delay or non performance caused either by the Goods and or Services being not available or by any circumstances beyond Evolution's control.

4.2. Time of delivery of the Goods and or Services is not to be the essence of any Agreement. Any date for delivery of Goods and or Services by Evolution is the best estimate that can be made and Evolution shall not be liable for any loss or damage (whether direct or consequential) caused by delivery being after the quoted date. Any delay in delivery cannot be used by the Customer as grounds for the cancellation of the Agreement.

5. Risk

5.1. Goods the subject of any Agreement by Evolution to sell shall be at the risk of the intending Customer as soon as they are delivered by Evolution to the Customer at Evolution's premises, the Customer's vehicles or premises or otherwise the Customers order.

5.2. The intending Customer acknowledges that the Customer is in possession of goods solely as bailee for Evolution until such time as the full Price thereof is paid to Evolution and until the price is paid to Evolution in full the property to the Goods shall remain the sole and absolute property of Evolution as legal and equitable owner.

5.3. The intending Customer's right to possession of the goods shall cease if the Customer does anything or fails to do anything which would entitle any person to present a Petition for winding up. Evolution may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

6. Assignment

The Customer shall not assign his interest in this Agreement.

7. Waiver

No waiver or modification of the Terms & Conditions of this Agreement shall be binding upon Evolution unless made in writing and signed by a Director of Evolution.

8. Force Majeure

If performance by Evolution is delayed or hindered by circumstances outside it's control the following provisions shall apply:

8.1. Evolution will as soon as reasonably practicable give the Customer notice of the reasons for the delay or hindrance and failing to give such notice will not prevent Evolution relying on the remaining provisions of this clause and Evolution will incur no liability for failure to give such notice.

8.2. The time for performance of Evolution's obligations shall be extended by a period equal to the duration of the circumstances amounting to Force Majeure.

9. Faulty Goods and Defects

9.1. Evolution will only supply and use materials and goods within the scope of published specifications from appropriate manufacturers and suppliers but the Goods are supplied subject to any condition of sale relating thereto by the relevant manufacturer or supplier. Where any materials or Goods are faulty Evolutions liability in respect of such faults will be limited to such amount (if any) as it may be able to recover from the manufacturer or supplier within a period of one year from the date of purchase of the Goods from Evolution by the Customer unless otherwise expressly provided in writing by Evolution.

9.2. Save as expressly provided in the Agreement no statutory or other warranty condition description or representation of any kind whatsoever on the part of Evolution including (but not limited to) any such as to the merchantability or fitness for any purpose of the Goods supplied under the Agreement is given or to be implied by the Agreement nor is any such warranty description condition or representation to be taken to have been given or implied from anything said or written in negotiations between Evolution and the Customer or their respective representatives prior to this Agreement.

9.3. Save as aforesaid Evolution shall be under no liability whatsoever to the Customer howsoever arising including but not limited to liability arising from Evolutions negligence or that of any person for whom Evolution is vicariously liable.

9.4. Evolution shall have no liability for the destruction or damage to the Customer's data howsoever arising including defects in the Goods and for service undertaken by Evolution.

10. Indemnity

10.1. The Customer agrees to indemnify Evolution against any damages, losses, costs, claims or expenses incurred by Evolution in respect of any claim brought against Evolution by any third party for:

10.1.1. Any loss injury or damage wholly or partly caused by the Goods and or Services or their use.

10.1.2. Any loss injury or damage in any way connected with the performance of this Agreement.

11. Intellectual Property

11.1. The Customer is responsible for ensuring that the software is suited to the Customer's intended purpose notwithstanding any information which may have been given to the Customer by Evolution in connection with any software purchased by the Customer. It is the responsibility of the Customer to ensure that the terms of any licence required to operate the software are satisfactory and the purchase and use thereof by the Customer is subject to the terms and conditions (if any) of the software supplier or any party who has any property rights attaching thereto.

11.2. The Customer agrees to respect all property rights of Evolution in all software referred to as Evolution crm or Evolution ecrm.

12. Insolvency of the Customer

12.1. This clause applies where:

12.1.1. The Customer makes any voluntary arrangements with it's creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction).

12.1.2. Am encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer.

12.1.3. The Customer ceases or threatens to cease to carry on business.

12.1.4. Evolution reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notified the Customer accordingly.

12.1.5. If this clause applies then without prejudice to any other right or remedy available to the Customer, Evolution shall be entitled to cancel the Agreement or suspend any further deliveries of Goods and or Services under the Agreement without any liability to the Customer. I Goods and or Services have been delivered but not paid for, the price shall become immediately due and payable despite any previous arrangement or agreement to the contrary.

13. Severability

In the event that any of these Conditions or any part of any of them shall be held to be invalid or unenforceable, such invalidity or unenforceability of such Condition or part thereof shall not effect the validity and enforceability of any remaining Conditions or parts of Conditions.

14. Software

14.1. Where the Goods include software the Customer shall, once having opened the packaging in which the software is delivered, be liable for payment in full to Evolution.

14.2. The Customer agrees that the software licence is a non-exclusive, non-transferable licence to use the software and subject to the further provisions of Conditions 14.3 and 14.4 below.

14.3. The Customer shall not copy (other than for normal equipment operation), reproduce, translate or communicate any part of it to a third party without the prior written consent of Evolution.

14.4. The licence granted by Condition 14. 2, shall continue until or unless:

14.4.1. Either part gives to the other one months prior written notice of termination on or before any expiry date which may exist. The Customer shall return or destroy the software as Evolution shall direct which notice may only be given by Evolution if the continued use or possession of the Software by the Customer infringes the developer's third party rights or if Evolution is required to give notice by law. For the purposes of the Agreement, Evolution is entitled to Developers third party rights for the developments referred to as Evolution crm and Evolution ecrm.

14.4.2. Evolution terminates the licence immediately if the Customer fails or has failed to comply with any term or condition of the Agreement including (without limitation) breach of copyright, patent or confidentiality.

14.4.3. Where a software licence is upgraded from a previous to a later release of the software, any installation work carried out by Evolution does not include the development of new facilities even where those facilities are available in the new software, unless such additional work is specifically included in writing as part of the agreement.

15. General

15.1. The Customer respects and warrants that it is duly authorised and empowered to enter into this Agreement and that such authority shall continue during the term of this Agreement.

15.2. This Agreement represents the entire Agreement between the parties. Each party warrants that no representation has been made which had induced the other to enter into this Agreement.

15.3. Side headings are for convenience only and shall not affect the construction of the conditions of this Agreement.

15.4. No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party in this Agreement shall operate as a waiver of such power or right, nor shall any single or partial exercise of any such power or right preclude any other further exercise of any other power or right.

15.5. This agreement shall be governed by the law of England and the Customer hereby submits to the non-exclusive jurisdiction of English Courts.

15.6. Any notice given under this agreement by either part to the other must be in writing and may be effected by personal delivery, fax or registered mail postage and shall in the case of fax be deemed to be received on the same day as it was sent and in the case of postage within 48 hours after the date of posting. Notices sent by post shall be sent to the addresses of the parties set out in the body of the order or to another address notified in writing to the other for such purpose after the date of this Agreement.

16. Cancellation and reschedule

16.1. Requests to cancel orders must be made in writing (by registered post) by the Customer to Evolution. Evolution is under no obligation to accept such cancellation .Without prejudice, Evolution reserves the right to implement a charge on the Customer to recover the costs and loss of profit incurred due to such cancellation for whatever reason (normally a minimum of 30% of the full purchase price) should Evolution agree to a cancellation.

16.2. Requests to reschedule orders must be made in writing. This Agreement and price are limited to the scope outlined. If the client requests any variance the impact of the change will be assessed in terms of the project schedule, cost, quality and scope. No additional costs will be incurred without prior approval