1 Definitions

In this document the following words shall have the following meanings:

1.1 “Agreement”

these Terms and Conditions together with the terms of any applicable Specification Document

1.2 “Customer”

the organisation or person who purchases goods and services from TWN

1.3 “TWN”

The Wizards Network Limited

1.4 “Specification Document”

a statement of work, quotation or other similar document describing the Services

1.5 “The Services”

the goods and services to be provided by TWN

1.6 “Intellectual property rights”

all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable.

2 General

2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by TWN to the Customer in connection with this Agreement.

2.2 Before the commencement of the Services TWN shall provide the Customer with a Specification Document and the price payable. The Customer shall notify TWN immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

2.3 TWN shall use all reasonable endeavours to complete the Services within estimated time frames but time shall not be of the essence in the performance of any services.

3 Price and payment

3.1 Invoiced amounts shall be due and payable within 30 days of receipt of invoice and in any event within 10 working days prior to the delivery of the Services. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before payment is due for the Services.

3.2 In the event that a booking is cancelled by the Customer at any time after the booking is made, an administration charge will be incurred. This will be equivalent to 50% of the price of the Services.

3.3 Cancellation is possible up to 10 days prior to the delivery of the Services.

3.4 TWN shall be entitled to charge interest on overdue amounts from the date when payment becomes due from day to day until the date of payment at a rate of 2% per month.

4 Specification of the Services

The Services shall be required to conform only to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any pamphlet or other sales or marketing literature of TWN and no representation, written or oral, correspondence or statement shall form part of a contract for the Services.

5 Customer’s obligations

5.1 To enable TWN to perform its obligations under this Agreement the Customer shall:

5.1.1 co-operate with TWN

5.1.2 provide TWN with any information reasonably required by TWN

5.1.3 obtain all necessary permissions and consents which may be required before the commencement of the Services

5.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties

5.1.5 be liable to compensate TWN for any expenses incurred by TWN as a result of the Customer’s failure to comply with Clause 5.1

5.2 Without prejudice to any other rights to which TWN may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services set out in the Specification Document, the Customer shall be required to pay to TWN as agreed damages and not as a penalty the full amount of any third party costs to which TWN has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of TWN’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 5.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.

5.3 In the event that the Customer or any third party, not being a sub-contractor of TWN, shall omit or commit anything which prevents or delays TWN from undertaking or complying with any of its obligations under this Agreement, then TWN shall notify the Customer as soon as possible and:

5.3.1 TWN shall have no liability in respect of any delay to the completion of the Services

5.3.2 if applicable, the timetable for completion of the Services will be modified accordingly

5.3.3 TWN shall notify the Customer at the same time if it intends to make any claim for additional costs.

6 Warranty

6.1 TWN warrants that the Services shall be performed using reasonable skill and care.

6.2 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by TWN.

7 Limitation of liability

7.1 Except in respect of death or personal injury due to negligence, the entire liability of TWN to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

7.2 In no event shall TWN be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or TWN had been made aware of the possibility of the Customer incurring such a loss.

7.3 Nothing in these Terms and Conditions shall exclude or limit TWN’s liability for death or personal injury resulting from TWN’s negligence or that of its employees, agents or sub-contractors.

8 Termination

Either party may terminate this Agreement forthwith by notice in writing to the other if:

8.1 in the event that a booking is cancelled, an administration charge will be incurred; this will be the equivalent to 50% of the price of the Services

8.2 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so

8.3 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances

8.4 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect

8.5 the other party ceases to carry on its business or substantially the whole of its business, or

8.6 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

9 Intellectual property rights

All intellectual property rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of TWN, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in TWN by the execution of appropriate instruments or the making of agreements with third parties.

10 Force majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of Government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

11 Independent contractors

TWN and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. TWN may, in addition to its own employees, engage sub-contractors to provide all or part of the Services.

12 Assignment

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of TWN.

13 Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed without the invalid illegal or unenforceable provision eliminated.

14 Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

15 Notices

Any notice to be given by either party to the other may be served by email, fax, personal service or by post.

16 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

17 No third parties

Nothing in this Agreement is intended to, nor shall it, confer any rights on a third party.

18 Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.