Terms & Conditions

1. CONTRACT

All services and goods supplied by BLEEP 2000 Computers Limited (Bleep 2000 ) are subject to the terms set out below unless varied by written document signed by a Director of Bleep 2000. howsoever the same may be qualified, the placing of an order with Bleep 2000 shall be deemed acceptance of these terms.

2. DELIVERY

Dates for delivery are estimated dates only and Bleep 2000 shall incur no liability for any loss or damage whatsoever as a result of late delivery.

3. TERMS OF PAYMENT

A. unless otherwise agreed in writing by Bleep 2000 payment in full (and without deduction for any reason whatsoever) shall be made at Bleep 2000's offices on or before delivery of goods sold hereunder and before work commences on any services to be provided hereunder.B. Any sum overdue for payment from the Client to Bleep 2000 (whether under this agreement or otherwise) shall bear interest at the rate of 3% for each calendar month of part of a calendar month during which the sum remains unpaid (whether before or after judgement in a court of law). The Client shall indemnify Bleep 2000 against any legal costs and disbursements (on a solicitor and own client basis) which they may incur in recovering any such sum.

4. TITLE AND RISK

A.Title to any Hardware or other goods sold hereunder shall pass to the Client (or as it shall direct) upon payment in full of all sums due from the Client to Bleep 2000 (whether under this agree ment or otherwise). Risk in the hardware or other goods sold hereunder shall pass to the Client on delivery. The Client shall thereafter take all reasonable steps to preserve, maintain and insure in its full value against all the usual risks the hardware or other goods sold hereunder.B. Title to any Software shall pass to the Client on delivery. Such title shall consist of a non-exclusive and non-transferable licence to use the same terminable upon 7 days notice in writing by Bleep 2000 to the Client in the event that the Client fails to pay all sums due to Bleep 2000 (whether under this agreement or otherwise). The Client shall not make or permit to be made any copies of the Software or any part thereof except for its own use for back up purposes only.C. If the Client shall purport to sell, licence, transfer or otherwise confer any rights in excess of the title or rights it may have from time to time under this agreement, then the full amount of any proceeds thereof (of the right to recover the full amount of any proceeds thereof) shall be held by the Client as Trustee for Bleep 2000 (without Bleep 2000 thereby being obliged to comply with the obligations of the Client to third party).

5. WARRANTY

If and only if the Client has made payment in full to Bleep 2000 therefore Bleep 2000 warrants the Hardware, any other goods sold hereunder and the Software to be free from defects caused by faulty materials or poor workmanship where such defect becomes apparent within a period of 90 days from delivery thereof PROVIDED(i) that the Client gives written notice to Bleep 2000 within 7 days of any defect becoming apparent with full details thereof and(ii) that examination of the items by Bleep 2000 shall disclose to its satisfaction that such defects exist andwere caused by faulty materials or poor workmanship and(iii) that the liability of Bleep 2000 hereunder shall be limited to the replacement or repair (at Bleep 2000's option) of the item and (iv) that this warranty is contingent on proper use of Hardware, Software or other goods in the application intended and does not apply to any item which has been modified or had any equip ment connected to it otherwise than with the written consent of Bleep 2000 or which has had the original identification marks removed or altered. Nor will this warranty apply to any item which has been subjected to any unusual physical or electrical stress. The contingencies and exceptions of this clause shall apply whether or not those matters can be shown to be the cause of or relevant to the particular defect or matter complained of. (v) that the Client shall pay Bleep 2000 the cost of any test and transport of items in respect of which Bleep 2000 does not admit liability hereunder.

6. DEFAULT

If the Client shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or, if the Client being a Limited company, any resolution or petition to wind-up the Client (other than for the purposes of reconstruction or amalgamation) shall be passed or presented, or if a Receiver of the property undertaking or assets (or any part thereof) of the Client shall be appointed, or if the Client shall commit any breach of its obligations hereun der, then, and in any such case Bleep 2000 may forthwith (and without prejudice to any other right or remedy of Bleep):a. suspend or determine this agreement or any unfulfilled part thereof and b. stop any goods, including software, in transit andc. recover any goods, including software, from the Client title to which has not passed to the Client.

7. TERMINATION

Upon termination of this agreement whether by the parties hereunder or by operation of law the Client shall at his expense forth with return to Bleep 2000 all copies of programs and written material related thereto. Such termination shall be without prejudice to any pre-existing rights for breach of his agreement and without prejudice to Bleep 2000's remaining and continuing rights under this agreement in relation to liability title and risk.

8. LIABILITY

A. Bleep 2000 shall not be liable for any loss of profits, loss of contracts, waste of staff time or consequent loss of any sort whatsoever and howsoever caused.B. Bleep 2000 shall not be liable for damages for delay in delivery of Hardware or other items (other than Software) sup plied hereunder unless caused by the negligence of Bleep 2000.C. Bleep 2000 shall not be liable for damages for delay in delivery of Software howsoever caused.D. Bleep 2000's liability in respect of any defective item of Hardware, Software or any other item supplied hereunder shall be limited to the value thereof (such value to be deemed to be the sale price of the item from Bleep 2000 to the Client).E. If the Client is at risk of economic loss or damage to his business, trade or personally (or if the Client is at risk of causing such loss or damage to others) as a result of malfunction of the Hardware, or Software or any other item supplied hereunder he is advised to insure against such risk. Bleep 2000 shall not be liable for any such loss or damage as is described in this sub-paragraph and he Client shall indemnify and keep indemnified Bleep 2000 against any claim for such loss or damage.F. Bleep 2000 shall not be responsible for non-performance in whole or in part of its obligations nor under any liability to the Client under this agreement if such non-performance or li ability is due to any cause beyond the control of Bleep 2000 including, without limitation, Act of God, war, insurrection, riot, civil commotion, Government regulations, embargoes, explo sion, strikes, labour disputes, illness, flood, fire, tempest or failure of its subcontractors to honour their obligations to Bleep 2000.G. Nothing in this clause shall operate so as to exclude Bleep 2000's liability for death or personal injury arising out of their negligence.H. Each foregoing sub-clause of this clause shall constitute a separate and severable agreement. The provisions of this clause shall continue in effect notwithstanding the termination, comple tion or any other matter which might otherwise cause the agree ment to become ineffective.J. The provisions of this clause shall operate to protect every servant, agent and subcontractor of Bleep 2000 and Bleep 2000 shall be deemed to be trustee for itself and such servants, agents and subcontractors so as to make them parties to this agreement for the purposes of this clause only.

9. MISCELLANEOUS

A. Bleep 2000 shall have the right at its sole discretion to increase the price of the Hardware or other goods supplied hereunder in the event that the price charged to Bleep 2000 by the manufacturers or suppliers of any item are increased between the date hereof and the date of delivery of the Hardware. The rates charged by Bleep 2000 for the services of their staff are subject to review from time to time and the Client will be charged the current charge rate(s) applicable at the time of supply of the services.B. All pre-contract representations (not specifically incorpo rated into this agreement) made by or on behalf of Bleep 2000 are hereby excluded and the Client warrants that he has not relied upon them in entering into this agreement.C. The "Control by Bleep" software packages contain a payment code which will be asked for by the software. This payment code may be withheld if payment has not been received by Bleep 2000 in full.

10. LAW

This agreement shall be construed according to the Law of England and Wales and any disputes in connection therewith shall be tired in the Courts of England and Wales.