1.1 "Imass" means Imass Limited of Eldon House, Regent Centre, Gosforth, Newcastle upon Tyne NE3 3PX.

1.2 "Agreement" means the agreement for the supply of the Products and/or Services subject to and in accordance with these Terms. References to the Agreement shall include any schedule or licence attached to, or referred to in, the Agreement.

1.3 "Client" means the party so described in the Agreement.

1.4 "Price" means the price of the Products and/or the charge for the Services.

1.5 "Products" means hardware, software, equipment, supporting documentation and other items supplied by Imass under the Agreement.

1.6 "Services" means delivery, installation, maintenance, consultancy, training and any other service supplied by Imass under the Agreement.

1.7 "Site" means sites to which Imass delivers or supplies any Products or Services.

1.8 "Terms" means the standard terms of business set out in this document including any special conditions supplemental to these Terms, scheduled to the Agreement or otherwise agreed in writing by Imass and the Client.

1.9 References to documents signed by Imass mean such documents signed by a duly authorised representative of Imass.

1.10 Headings used in these Terms are for the purpose of information and identification only and shall not be construed as forming part of the Terms.

2 PRICE

2.1 The Price for the Services and/or Products shall be as set out in the Agreement.

2.2 The Price shall be exclusive of:

2.2.1 VAT and other applicable taxes and duties (which shall be paid by the Client in the manner and at the rate prescribed by law); and

2.2.2 travel, hotel and subsistence costs, cost of materials and external services (which may be charged to the Client at cost unless the Agreement provides otherwise).

3 PAYMENT

3.1 Payment is due either within 30 days commencing on the date of the relevant invoice, or, if Imass so requires, on or before delivery or supply, or as otherwise indicated in the Agreement.

3.2 If the Client fails to make any payment on or before the due date or Imass reasonably believes that the Client will not pay when payments become due then, without prejudice to any other right or remedy available to Imass, the whole of the Price shall fall due and payable without demand and Imass shall have the right:

3.2.1 to treat the Agreement as having been cancelled by the Client and decline to supply any Products or Services for which payment has not been made (whereupon the Client shall pay any applicable cancellation charges);

3.2.2 to deduct from, or set-off against, any monies due to the Client any sums owed by the Client to Imass;

3.2.3 to charge the Client interest on the unpaid amount (before and after judgement) at a daily rate equal to 3 per cent per annum above the base lending rate from time to time of National Westminster Bank plc from the due date until payment is received.

4 STAFF

4.1 Staff of Imass and the Client shall comply with such rules and regulations as are notified to them for the conduct of staff when present on the premises of the other party.

4.2 The Client will not, without the prior written consent of Imass, approach or contact, with the intention of employing, engaging or retaining, any employee of Imass engaged on or connected with the Services or Products to be provided under the Agreement. This restriction will apply during the term of, and for one year following the expiry or termination of, the Agreement.

5 CLIENT RESPONSIBILITIES

5.1 The successful and timely performance by Imass of its obligations depends on the Client's prompt performance of its obligations under the Agreement including, among others, those described in this Clause 5.

5.2 The Client shall notify Imass forthwith of the name of the person(s) who will act as the sole contact point and channel of communication for the provision by Imass of the Services and Products and of any change in the identity of such person(s).

5.3 The person(s) so notified shall:

5.3.1 be authorised to make binding decisions for and on behalf of the Client with regard to the Agreement; and

5.3.2 provide Imass with all information concerning the Client's operations and activities which may be required by Imass for the performance of its obligations under the Agreement.

5.4 The Client agrees:

5.4.1 to provide Imass' representatives, employees, agents or sub-contractors with such office accommodation, facilities and access to the Site or any data of the Client as may be reasonably necessary to carry out Imass' obligations;

5.4.2 that Imass shall not be required to make a backup of any relevant data owned by the Client prior to commencement of any work performed by Imass and the Client accepts that Imass shall not be liable for any loss of such data; and

5.4.3 to comply with all obligations on its part set out in the Agreement and all reasonable requests of Imass.

5.5 The Client agrees that Imass shall not be liable for and shall not be required under any circumstances (although may agree to do so at an additional charge) to diagnose or rectify any fault arising from:

5.5.1 the improper use, operation or neglect of Products;

5.5.2 any alteration, modification to or maintenance of Products by any party other than Imass without Imass' written consent;

5.5.3 the failure to maintain a suitable environment for Products;

5.5.4 the transportation or relocation of Products unless this has been performed by or under the direction of Imass;

5.5.5 any disaster or accident affecting the Products including without limitation fire, flood, water, wind, lightning, vandalism or burglary;

5.5.6 the Client's failure, inability or refusal to give Imass such access to the Products as Imass requires;

5.5.7 the failure by the Client to implement recommendations in respect of the Product or solutions to faults previously advised by Imass;

5.5.8 any breach by the Client of any of its obligations under the Agreement.

5.6 The Client shall duly observe all its obligations under the Data Protection Act 1998 (and any statutory re-enactment in force from time to time).

6 DELIVERY

6.1 All delivery dates or times for Products and for the performance of Services are given in good faith but are indicative only and shall not be of the essence of the Agreement.

6.2 Each delivery of Products or supply of Services under the Agreement will be deemed to constitute a separate enforceable contract to which these Terms will apply.

6.3 Imass may make and the Client shall accept partial deliveries of Products.

7 INSTALLATION

Following installation of any Product by Imass, Imass will run such commissioning tests as it considers necessary to ensure that the Product is installed correctly. Upon successful completion of these tests, or the expiry of 14 days after delivery without the Client notifying Imass in writing of the failure of such tests, or if the Client uses the Product for its business then the Client shall be deemed to have accepted the Product with effect from the next day.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 Title and all intellectual property rights in works, ideas, data, information, knowhow and material embodying or giving expression thereto (together "Works") created by Imass in carrying out its obligations under the Agreement, are and shall remain vested in Imass. In respect of ideas, this Clause shall apply whether or not a final idea developed by Imass originated or arose from a suggestion or unfinished idea of the Client and the Client hereby assigns to Imass all intellectual property rights which are capable of assignment in any such ideas communicated to Imass by the Client.

8.2 To the extent that any Works submitted or disclosed by Imass to the Client constitute a pre-existing proprietary item of Imass or a third party, title thereto and all intellectual property rights therein shall be vested in Imass or such third party (as the case may be).

9 SOFTWARE

9.1 Copyright subsists in all software and all related documentation (whether printed or stored electronically) and modifications supplied to the Client under the Agreement. No part of the software may be copied, reproduced or modified in any form by any means without the prior written approval of Imass. The Client shall enter into such licences of the software as Imass may require and the rights of the Client to use and reproduce the software are as set out in the licence the terms of which (subject to Clause 9.3) apply to the relevant software in precedence to these Terms if there is any conflict between them.

9.2 Where Imass supplies software owned by a third party ("Third Party Software") to the Client, the Client agrees:

9.2.1 to comply with any third party terms or conditions notified to it in relation to any licence supplied by the third party ("Third Party Licences").

9.2.2 to indemnify Imass against any losses, damages or expenses incurred by Imass as a result of any breach by the Client of Third Party Licences

9.2.3 that Imass shall not be responsible for the actions or default of any other party (or its representative) to a Third Party Licence;

9.2.4 that all representations and warranties express or implied, by operation of law or otherwise, on the part of Imass in respect of the subject matter of the Third Party Licences are expressly excluded including, but not limited to, any warranties with regard to satisfactory quality or fitness for any particular purpose.

9.3 Where the Client enters into a separate licence for Imass proprietary items or Third Party Software, such licence shall not operate to increase Imass' liability for such items arising under the Agreement.

10 HARDWARE AND MAINTENANCE

Imass shall provide maintenance services in respect of the hardware it supplies in accordance with the terms of the hardware manufacturer's warranty and subject to the Agreement, in particular Clause 5.5 above ("Maintenance Services"). Accordingly, Imass shall provide the Maintenance Services for the period of time that the hardware manufacturer's warranty remains valid, as specified in the Agreement. For ongoing maintenance not so specified the Client may enter into separate maintenance agreements with Imass.

11 TECHNICAL SUPPORT

Imass will supply to the Client the technical support services detailed in the Agreement, subject to, in particular, Clause 5.5 above. Technical support services can include (where requested by the Client and included in the Agreement) advice by telephone, post, on-line or on Site about the use of the Products, and the diagnosis and rectification of faults.

12 RETURNS

The Client's attention is drawn to the provisions of Clause 12.1 in particular.

12.1 Imass agrees to replace any hardware or Third Party Software (as defined in Clause 9 above) which Imass has supplied to the Client and which is found to be defective provided it is returned to Imass within 14 days commencing on the day Imass delivers the hardware or Third Party Software to the Client. The Client accepts that the period of 14 days is reasonable given that Imass' suppliers will not generally replace any item returned after that period.

12.2 Subject to Clause 12.1, no replacement or refund will be given by Imass after a Product has been delivered to the Client, and, for clarity, the Client does not have any right to return the Product solely as a result of its change of mind or change of needs.

12.3 If Imass agrees to a return, it shall only be made if the Client first obtains a valid returns authorisation number from Imass. Returns shall be made to the Imass premises at the Client's risk and expense and in good condition.

13 REQUESTS FOR CHANGES TO TIMETABLES AND CANCELLATION

13.1 Either party may request at any reasonable time before the expected date of completion of the work to be carried out under the Agreement that some change be made to any agreed schedule or timetable. Each party shall have the right to reject any such change requested by the other party but shall not exercise such right unreasonably. Change requests shall be made in writing.

13.2 When the parties agree to implement a change requested, the details of such change shall be specified and confirmed in writing by the parties. Imass shall not be obliged to implement such change until such time as the change, and any revision to the relevant price and any timetable of work and/or delivery dates, shall have been so confirmed.

13.3 Notwithstanding Clauses 13.1 and 13.2, in the event that the Client cancels Services or causes delay to Imass providing Services under the Agreement, except where Clause 14.2 below applies, Imass reserves the right to implement a cancellation or rescheduling charge of £100 per Working Day where the Client's action results in Imass being unable to otherwise charge for the scheduled time. "Working Day" means the provision of the Services by one employee of Imass to the Client on any week day 9.00 am to 5.00 pm. The Client accepts that Imass suffers loss as a result of such cancellation or delay and that the above charge is a reasonable pre-estimate of loss and is not intended as a penalty.

14 TRAINING SERVICES

14.1 Imass will provide the training services as specified in a schedule attached to the Agreement.

14.2 Cancellation by the Client of agreed training services may result in a cancellation charge. If termination is at least 60 days before the first day of training there will be no charge. Termination between 60 days and 15 days before the first day of training results in a charge of 50% of the relevant Price, although substitute delegates may attend. Termination within 14 days before the first day of training results in a charge of 100%, although substitute delegates may attend.

14.3 Imass reserves the right to cancel, or to change the date or location of, a training course. In the case of cancellation a full refund will be made to the Client.

14.4 Imass will provide Service Desk telephone support to delegates who have attended an Imass Training Course as specified in the Agreement. This service provides for a response to delegate's questions concerning subjects covered on the relevant training course.

15 CONSULTANCY

15.1 Imass will supply consultancy services in accordance with the project specification and other relevant details as set out in a schedule attached to the Agreement.

15.2 In providing the consultancy services, Imass shall have no obligation, duty or liability to the Client under the Agreement, in tort or otherwise beyond that of a duty to exercise the reasonable skill and care to be expected of a similar business providing a similar service in the same circumstances, in accordance with relevant standards current at the time.

16 CONFIDENTIALITY AND PUBLICITY

16.1 "Confidential Information" means any document, material, idea, or data or other information that relates to either party's research and development, trade secrets or business affairs or which is marked as confidential and disclosed in connection with the Agreement or as a result of discussions leading up to it. The pre-existing proprietary items referred to in Clause 8.2 shall be, or be deemed to be, Imass' Confidential Information. Confidential Information does not however include any such document, material, idea, data, or other information that:

16.1.1 is known to the receiving party, under no obligation of confidence, at the time of disclosure by the other party; or

16.1.2 is or becomes publicly known through no wrongful act of the receiving party; or

16.1.3 is lawfully obtained by the receiving party from a third party who in making such disclosure breaches no obligation of confidence to the other party; or

16.1.4 is independently developed by the receiving party.

16.2 Each party undertakes at all times to hold in confidence, to use only for the purposes of the Agreement and not to publish or otherwise disclose to any third party the Confidential Information.

16.3. Each party shall procure that its personnel having access to any Confidential Information shall be subject to the same obligations as that party and on request shall enter into a suitable secrecy agreement.

16.4 The Client agrees that nothing in these Terms shall be construed to prevent or restrict Imass from disclosing or using in the course of its business any technical knowledge, skills or expertise of a generic nature acquired by Imass in the performance of the Agreement.

16.5 Imass reserves the right to refer to the Client in Imass' publicity materials as being a client of Imass. Neither Imass nor the Client shall publicise details of Imass' work under the Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).

17 LIMITATION OF LIABILITY

The Client's attention is drawn to the provisions of this Clause 17 in particular.

17.1 All matters, issues or claims in relation to the Products and/or Services shall be governed by the Agreement to the exclusion of any other liability whatsoever under the law of tort or its equivalent in any other country. In the event that Imass is in breach of the Agreement (a "Default") the liability of Imass shall be determined in accordance with this Clause 17.

17.2 Subject to Clause 12.1 the Client agrees to afford Imass not less than 60 days in which to remedy any Default.

17.3 Imass shall be liable to the Client for such direct losses incurred by the Client that are attributable to the Default (or series of related Defaults), limited:

17.3.1 in respect of damage caused to the Client's tangible property, to the sum of £500,000 in aggregate, and

17.3.2 in respect of any other loss, to a sum equal to the price paid in respect of the Products and/or Services to which the Default is relevant.

17.4 Imass shall not be liable to the Client in respect of any Default for loss of profits, loss of goodwill or for any type of indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Imass had been advised of the possibility of the Client incurring the same.

17.5 No provision of the Agreement shall limit Imass' liability for death or injury resulting from its own negligence or that of its employees, agents or subcontractors

17.6 Except in the case of a Default to which Clause 17.5 applies Imass shall have no liability to the Client in respect of any Default unless the Client commences proceedings within 2 years after the date on which it became aware of the Default or within 2 years after the date on which it ought reasonably to have become so aware, if earlier.

17.7 Unless expressly agreed in writing by Imass all descriptions, specifications and project plans are approximate only and Imass shall have no liability in respect of any deviation from, or errors or omissions in, such descriptions, specifications or plans.

17.8 Imass shall have no liability to the Client in respect of the failure or inability of any Products to recognise, use or operate by reference to any data concerning a date.

17.9 Nothing in this Clause 17 shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.

18 TERMINATION

18.1 No proper termination of the Agreement shall prejudice any other rights or remedies to which a party may be entitled or any accrued rights or liabilities of either party or the coming into or continuance in force of any provision of these Terms which is expressly or by implication intended to come into or continue in force on or after such termination.

18.2 Without prejudice to Imass' rights under Clause 3.2 either party may terminate the Agreement forthwith by written notice to the other party if:

18.2.1 the other party commits a material breach of any of its obligations under the Agreement and does not take any action to remedy such breach; or

18.2.2 the other party becomes bankrupt or enters into liquidation (other than for reconstruction or amalgamation) or has a receiver appointed over its assets or any part thereof or an administration order is served upon it.

19 FORCE MAJEURE

19.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), failures of suppliers, delays in deliveries to Imass, telecommunication failures, insurrection or requirements or regulations of any civil or military authority (an "Event of Force Majeure").

19.2 Each of the parties hereto agrees to give notice containing relevant details to the other as soon as practicable upon becoming aware of an Event of Force Majeure and the other party shall grant a reasonable extension for the performance of the relevant obligations of the party so affected.

19.3 If either party shall have been prevented from fulfilling its obligations due to an Event of Force Majeure for more than 90 days then the other party shall be entitled to terminate the Agreement without liability in respect of the termination (the Client shall nevertheless be liable to pay all sums accrued due up to the date of termination).

20 RISK AND TITLE

Risk in any Products will pass to the Client upon delivery. Where title in any such Products is intended to pass to the Client, it shall not do so until payment in full has been made in respect of all Products. Where payment remains outstanding for 60 days or more from its due date, Imass shall be entitled (in addition to any other claim or remedy available to it) to enter any premises where it reasonably believes the Products are located, and to gain possession of the said Products.

21 WAIVER

The waiver by either party of a breach or default of any of the provisions of the Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have under the Agreement operate as a waiver of any such breach or default by the other party.

22 NOTICES

Any notice, request, instruction or other document to be given under the Agreement shall be delivered or sent by first class post or by fax (such fax notice to be confirmed by letter posted immediately) to the address of the other party set out in the Agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by fax) upon the expiration of 24 hours after dispatch.

23 INVALIDITY AND SEVERABILITY

If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the other provisions of the Agreement shall not be affected and shall remain in full force and effect. The parties shall attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the Agreement.

24 SUCCESSORS

The Agreement shall be binding upon and enure for the benefit of the successors in title of each of the parties.

25 ASSIGNMENT AND SUB-LICENSING

25.1 The Client shall not be entitled to assign the Agreement or sub-license the use (in whole or in part) of any Products licensed to it under the Agreement without the prior written consent of Imass.

25.2 Imass may delegate or sub-contract the performance of any of its obligations under the Agreement to third parties without the Client's consent, provided however that Imass shall retain its contractual responsibility to the Client (in accordance with, and subject to the limitations set out in, the Agreement).

26 LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with English law. The parties agree to submit to the non-exclusive jurisdiction of the English courts.

27 US GOVERNMENT REQUIREMENTS

The Client is advised that the Products may be subject to US government export regulations. Accordingly the Client warrants that any Products will not be exported from the UK unless prior approval in writing has been obtained from all regulatory authorities at the Client's own expense. The Client hereby undertakes to indemnify Imass against any claims, losses, damages or expenses incurred by Imass as a result of any breach by the Client of this Clause 27.

28 THIRD PARTIES

The Client acknowledges and agrees that these Terms shall not, nor do they purport to, confer on any third party a right to enforce any term of the Agreement. This provision confirms the intention of both parties for the purposes of Section 1(2) of the Contracts (Rights of Third Parties) Act 1999.

29 GENERAL

The Agreement constitutes the entire agreement between the parties. Each party confirms that it has not relied upon any representation statement or undertaking not recorded in the Agreement as an inducement to enter into it. Where any term contained in the Agreement or any attached schedule conflicts with a term in these Terms, the term in the Agreement or schedule shall apply. No variation of the Agreement will be valid unless confirmed in writing by authorised signatories of both parties.