Standard Terms & Conditions

1. DEFINITIONS In this Agreement the following terms shall have the following meaning: "Applixa" means the business trading as Applixa. "the Client" means a person, firm, company or organisation at whose application Applixa agrees to provide the Services under the terms of this Agreement. Any request or order of Applixa's services or payment made for such services consitutues acceptance of these terms and conditions. "Agreement" means the contract made between Applixa and the Client to which these conditions apply.

2. These terms apply, unless otherwise agreed in writing, to the exclusion of and shall prevail over all and any other terms.

3. To the extent that is permissible in law, Applixa shall not be liable for any damage to property, costs, delay.

4. ORDER/RENEWAL, ACCEPTANCE, PAYMENT a. All orders are subject to acceptance by Applixa. An order will be deemed accepted by Applixa when confirmation of the order or invoice is sent to the Client. Applixa may refuse to accept any order or renewal, or delay acceptance pending fulfilment of conditions Applixa may choose to impose. Such refusal or such conditions may not be unreasonable, however, and Applixa agrees to provide the Client with reasonable notice via Email of any intent to delay or decline the acceptance of any order or renewal. b. Payment and Terms: Payment shall be made in UK pounds Sterling to Applixa into the account designated by Applixa, or as may otherwise by agreed in writing by parties. Any deposit due (non-refundable) will be indicated to the Client and is payable with order. Remaining payments are due upon final approval (prior to web publication), by the Client, of any design work undertaken by Applixa. If due to bank charges, transfer fees, or the like, Applixa should receive less than its invoice amount, Applixa will re-invoice the Client for the shortfall. In the event that any amount remains unpaid thirty (30) days after date or renewal or new order invoice, Applixa may discontinue, withhold, or suspend services to the Client and/or its Client(s) to whom unpaid amounts relate. Additionally, Applixa may impose a Finance Charge on the unpaid balance at the rate of 2% per month which is an Annual Percentage Rate of 24%. This charge will be computed by applying the daily rate of 0.657% to the daily past due balance for the number of days from the invoice payment date. c. Data transfer overage invoices are due on presentation. Applixa reserve the right to withold or suspend services to any Client and/or its Client(s) to which unpaid data transfer overage amounts relate.

5. CANCELLATION If the Client wishes to cancel this agreement prior to the date of delivery in whole or in part Applixa may, without prejudice to its right to treat cancellation as a breach or repudiation of this agreement, agree to accept such cancellation upon the basis that the Client shall reimburse to Applixa all reasonable costs including: a. all costs incurred of work done b. all costs incurred by removing services provided, if required.

6. COPYRIGHT Applixa owns all right, title and interest in Applixa's trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Services and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to the Client to use Applixa's trade names or service marks. All license and copyright deriving from the product(s) or service(s) shall stay with Applixa.

7. Applixa reserve the right to display or exhibit any final product(s) to other potential Clients except where doing so may violate any confidentiality agreements which may be in force.

8. Applixa reserve the right to reuse for other Clients any suitable portions of code or design which may be taken from code or designs prepared for the Client.

9. CONFIDENTIALITY Client acknowledges that by reason of its relationship with Applixa hereunder, it may have access to certain information and materials relating to Applixa's business, plans, Clients, software technology, and marketing strategies that is confidential and of substantial value to Applixa, which value would be impaired if such information were disclosed to third parties. Client agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by Applixa.

10. RELATIONSHIP OF THE PARTIES The relationship between Applixa and Client is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Client has no authority, apparent or otherwise, to contract for or on behalf of Applixa, or in any other way legally bind Applixa in any fashion, nor shall Client be authorised to make any representations about Applixa or its services other than to set forth Applixa's responsibilities as outlined in this agreement.

11. DISPUTES The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 8 shall be subject to arbitration upon written demand of either party.

12. TERM, TERMINATION: This agreement shall run in accordance with the term of the initial order. It shall be automatically renewed on a regular basis in accordance with the term of the initial order or subsequent change to that term.

13. NONASSIGNABILITY Client's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Applixa, which consent shall not be unreasonably refused.

14. PARTIAL INVALIDITY If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Applixa and Client agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.

15. NOTICES Except with respect to service of process as set forth in paragraph 12, all notices may be sent by email, or mail to the email address, or address most recently provided and will be effective upon transmission.

16. ENTIRE AGREEMENT; MODIFICATIONS This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Applixa may make changes to this agreement upon thirty (30) days' written notice to Client, advising of the change and the effective date thereof. Utilisation of Applixa services by Client and/or its Clients following the effective date of such change shall constitute acceptance by Client of such change(s). Otherwise, this agreement may not be modified except by the of written consent of both parties.