Standard Terms & Conditions

Standard Terms and Conditions for

Hardware Maintenance and Software Support Services



We have experience and expertise in providing the hardware maintenance and software support services described below and the Customer wishes to receive such services.


The definitions and rules of interpretation in this clause apply in the Service Level Agreement:-

'Business Day'

a day other than a Saturday, Sunday or a public holiday

'Commencement Date'

the date identified as such in the Schedule


any defect, error, failure or other problem in the Software which


causes the Software not to function in accordance with its


specifications in any material way, but expressly excluding


compatibility and interface issues with any hardware to the extent


that such compatibility and interface issues are due to an error or


defect in such hardware


the hardware items owned or otherwise used by the Customer as


listed in the Schedule


information which the Customer owns or possesses, which We


requires for the provision of the Services


is a reference to both us and you


the Hardware and/or Software items to which the Services will


apply according to the terms and conditions of the Service Level




the one or more Schedules attached to the Service Level


Agreement and which form part of the Agreement


the Hardware maintenance and/or Software support services


provided by us to the Customer on the terms and conditions of the


Service Level Agreement and more particularly detailed in the


Service Level Agreement


the locations where the Products are installed as agreed by us and


identified in the Schedule


the third party software incorporated in the Hardware or otherwise


used by the Customer as listed in the Schedule

'Support Charge'

the charge by us to the Customer for provision of the Services as


specified in the Schedule

'Support Hours'

Our normal working hours of 9.00 am to 5.00 pm GMT on a


Business Day not including bank holidays in Wales

'Supplier Maintenance

Our address and telephone number details specified in the

and Support Centre'



the Hardware, Software and associated operating system software


used by the Customer which may comprise one or more computer



‘We’, ‘us’ or ‘our’

is a reference to Tegeus Ltd

‘You’ or ’yours’

is a reference to the person to whom we are providing our


Services and who is required to pay for the Services we provide


The Agreement may be amended from time to time subject to written approval.


The Agreement will commence on the Commencement Date and will continue for an initial period as agreed between you and us ('Initial Term') after which it will remain in force until terminated by either of us giving at least 90 days' notice of termination to the other to expire on the anniversary of the Commencement Date or on any subsequent anniversary, or by you giving 90 days' notice within 30 days of receipt of notification of a change in the Support Charge by you pursuant to the Agreement, and otherwise subject to the termination provisions of the Agreement ('Term').


All Services will be performed within the Support Hours. Out-of-hours Services can be provided by arrangement and will be charged for at our then current UK extended cover rates as set out in the Schedule.

6.Software Services

We will provide the following Services in respect of the Software:

6.1.remote Fault diagnosis and where possible recommendations for correction subject to the limitations imposed by contractual restrictions of any third party, following the reporting of any Software problem by telephone by you to our telephone helpline support facility. You shall provide as much detail as is reasonably possible regarding any reported Fault to allow us to make a preliminary decision regarding the severity and urgency of the Fault being reported and we shall classify each Fault as follows:

Critical Fault: a Fault that has resulted in the Software being unusable for multiple (i.e. 2 or more) users, either because the Software will not function or it cannot be used reliably, e.g. through incorrect calculations.

High Impact Fault: either a single user is unable to use the Software or multiple users are adversely impacted whereby part of the Software cannot be used, or a workaround causes significant operational difficulty.

Medium Impact Fault: Fault which has a business impact but workaround is available.

Low Impact Fault: Fault which has minimal business impact in the short term.

For all Faults we will use all reasonable endeavours to generate a fix by replacing or modifying the Software (subject to restrictions in the relevant Software licence(s)) to conform to its specification and transmitting the modification to you as soon as reasonably possible. Where feasible, we may provide a temporary workaround to you. In no event will we be required to correct a Fault reported by you, and we reserve the right to abandon attempts at a fix where, in our sole opinion, a successful outcome cannot be achieved. Diagnosis and solution of a Fault will generally be carried out remotely from the Site. If it becomes necessary to carry out the Services at the Site, such work will be chargeable at our then prevailing daily rate, payable monthly in arrears in accordance with the payment terms stated in the Agreement;

6.2.telephone support during the Support Hours on the routine use and operation of the Software

6.3.telephone advice and assistance during the Support Hours on user procedures and on ideas and methods intended to assist you in obtaining the best possible use from the Software; and

6.4.assistance with installing a new version of the Software at the Site during the Support Hours and advice on use of the new version.

7.Hardware Services

We will provide the following Services in respect of the Hardware:

7.1.We will use all reasonable endeavours to provide attendance at the Site for the purposes of Hardware repair and maintenance within the number of working hours specified in the Schedule from the time of receipt of your call. We will supply all labour during the contracted

cover time, and the parts and materials necessary to maintain the Hardware in good working condition;

7.2.Services include the diagnosis and correction of equipment malfunctions and failures. Remedies may consist of temporary procedures to be followed by you while a permanent repair or remedy is being sought. If we determine that additional parts or resources are required, provision of the Services may be interrupted and will resume as soon as such parts or resources are available;

7.3.Unless otherwise agreed by the parties, it shall be your responsibility to source and pay for all replacement parts. In the event replacement parts are sourced and paid for by us, such replacement parts shall be provided to you either on an interim loan or on an exchange basis. Such parts may be new or functionally equivalent to new. Where parts are paid for and replaced by us, the replaced parts shall become the property of ours and the replacement parts shall become the property of yours once you have reimbursed us in full for such replacement parts;

7.4.Throughout the Term of the Agreement, we will perform preventive maintenance routines on the Hardware where such routines are applicable. At our option, such preventive maintenance calls may be performed in conjunction with a Customer-requested call for remedial maintenance. All preventive maintenance will be performed during the Support Hours, although if requested by you and agreed to by us, preventive maintenance out-side the Support Hours may be provided at our then current charge rates for such out-of-hoursServices;

7.5.a telephone help-line support facility shall be available during Support Hours or agreed extended hours of cover, for the purposes of reporting equipment malfunctions; and

7.6.following any request from you, we will decommission any Hardware and re-install it at a new location subject to you giving us reasonable notice and agreeing to pay our then current charges for this service, you remaining responsible for any shipping arrangements, insurance and other charges or expenses required in order to move the Hardware. Moving any Hardware to a different location may result in an in-creased maintenance charge for that Hardware. In this event, we will notify you of the new charge and you will have the option, within 14 days of such notification, to remove such Hardware from the Agreement, subject to remaining responsible for payment of any outstanding maintenance charges applicable to the Hardware during the current operating period of the Agreement.

8.Service Exclusions

8.1.We reserve the right not to provide the Services and to charge for costs and expenses incurred if a call is not warranted, access to the System is hindered or the environmental conditions at the Site are considered by us to be unsafe or hazardous.

8.2.The Services do not include:

8.2.1.operating supplies and accessories such as magnetic media and disk packs and other consumables, this must be paid for by you;

8.2.2.electrical or signal cabling work external to the System, or maintenance of accessories, alterations, attachments or other devices not furnished by us, or installation, decommissioning, removal, relocation or reconfiguration of Products, unless specifically provided for in the Schedule;

8.2.3.Hardware and Software not covered by the Agreement.

8.3.We reserve the right at any time after the Initial Term of the Agreement to give 90 days' notice to you that a Product cannot continue to be properly or economically repaired because of excessive wear or deterioration. In such event we will provide you with an estimate of reconditioning charges, and if you do not elect to have the Product reconditioned, we may delete the Product from the Schedule.


9.1.We will use our reasonable endeavours to perform the Services promptly but no warranty is given in respect of any times for response or performance by us and time will not be of the essence.

9.2.We are not liable for delay arising from any industrial dispute or any cause outside our reasonable control and any agreed timescale will be subject to reasonable extension in the event of such delay. If such delay or failure continues for at least 90 days either of us will be entitled to terminate the Agreement by notice in writing to the other.

9.3.Provision of the Services does not imply any guarantee or representation that we will be able to assist you in achieving any results from any Products which are not technically feasible. Subject to this, any services which are outside the scope of the Agreement will, at your request and at our sole option, be provided on such terms as the parties may agree from time to time and shall incur additional charges.

9.4.Provision of the Services does not imply any guarantee that we will be successful in correcting any Software or Hardware malfunctions and we do not accept any liability in this connection.

9.5.We reserve the right to refuse to provide the Services at any time without refunding any sums paid by you:

9.5.1.if any attempt is made, other than by us, to remove any defects or deal with any errors in the Products during the Term of the Agreement; or

9.5.2.if any development, enhancement or variation of the Products is carried out other than by us; or

9.5.3.if you have failed to pay our invoice in accordance with the provisions of the Agreement; or

9.5.4.if you has failed to comply with any of our responsibilities under clause 11 of the Agreement; or

9.5.5.where, in our reasonable opinion, your system has ceased to be capable of running the Software successfully for any reason.

10.Customer responsibilitiesYou will:

10.1.use the Products correctly and in accordance with their operating instructions and with suitable operating supplies;

10.2.designate primary and secondary contacts appropriately qualified and trained to an acceptable standard authorised to request Services, and inform us accordingly. Authorised use of the telephone helpline is limited to these designated contacts;

10.3.maintain procedures to facilitate reconstruction of any lost or altered files, data or programs to the extent deemed necessary by you, and you agree that we will not be liable under any circumstances for any consequences arising from lost or corrupted data, files or programs. You are solely responsible for carrying out all necessary backup procedures for your own benefit, to ensure that data integrity can be maintained in the event of loss of data for any reason; solely responsible for the security of your confidential and proprietary information, and not disclose such information to us except on a 'need to know' basis for the purposes of our performance of the Services;

10.5.notify us promptly of any Product malfunction;

10.6.control the Site environmental conditions in accordance with any environmental operating ranges specified by us or other Product manufacturer;

10.7.regularly perform the various Customer routine and preventative maintenance and cleaning operations described in the applicable user guides or as advised by us including but not limited to any operating and diagnostic checks and the regular inspection and, if necessary, cleaning, of disk packs and cartridges. The cost of rectifying any damage caused to the System by not observing this undertaking will not be covered by the Agreement;

10.8.keep records of the System's usage and performance if requested by us, in a mutually agreed format;

10.9.observe appropriate safety precautions in replacing parts provided under the Agreement;

10.10.provide us with access to and use of such of your information (including any Know-how) and facilities reasonably necessary to service the Products;

10.11.make all the relevant Products freely available to us during any agreed preventative maintenance period to enable us to carry out the Services;

10.12.have a Customer representative who is familiar with your organisation, operations, procedures and business practices present at all times during the performance of remedial and preventative maintenance Services;

10.13.provide ready access to a telephone at the Site on which external calls connected with the Services can be made and received by our personnel;

10.14.ensure that only properly trained employees operate or use the System in accordance with the operating instructions and manuals supplied;

10.15.not make any modification or addition to the System, except with our consent, which shall not be unreasonably withheld;

10.16.provide telephone and modem facilities to our requirements for remote investigation of Software defects;

10.17.install the latest applicable software revisions and enhancements to the Software as soon as reasonably practicable, and in any event within 6 months, unless the parties agree otherwise; solely responsible for ensuring that all consents and licences are obtained and maintained in respect of the Hardware and the Software necessary for the performance of the Services by us, and warrant as such; and

10.19.warrant that the Hardware and the Software will by the Commencement Date be in reasonable working order and condition for the purpose of performing the Services.

11.Charges and Payment Terms

11.1.You will be invoiced monthly in advance for the Support Charge. Expenses and other charges will be invoiced monthly in arrears. All invoices are payable net 30 days from receipt. All charges are exclusive of VAT and any similar taxes, which will be applied in accordance with prevailing legislation in force at the tax point date.

11.2.Payments which are not received when payable will be considered overdue and remain payable by you together with interest at 4% above the base rate for the time being of Barclays Bank PLC for late payment from the due date to the date of actual payment, whether before or after any judgment, and independent of such judgment. This interest will accrue on a daily basis and be payable on demand.

11.3.Notwithstanding the above provision for late payment, in this event we may at our option, and without prejudice to any other remedy at any time after payment has become due, immediately terminate or temporarily suspend the Agreement.

11.4.If we become entitled to terminate the Agreement for any reason, any sums then due to us will immediately become payable in full.


12.1.All prices quoted in the Agreement are exclusive of expenses incurred in the performance of the Agreement by us, which will be chargeable in addition.

12.2.Expenses include: travel to your Site (or other location) when applicable; magnetic media; data connection charges; couriers; freight; accommodation; and any other expenses reasonably incurred by us in connection with the Agreement.

13.Variation of Charges

We will be entitled to increase our Support Charges upon the anniversary of the Commencement Date and thereafter at any time on 60 days' notice to you.


14.1.The parties recognise that under the Agreement they may each receive trade secrets and confidential or proprietary information of the other, including but not limited to commercial information, products, customers, business accounts, finance or contractual arrangements or other dealings, program source and object codes. All such information which is either marked 'Confidential' or stated at the time of disclosure and subsequently confirmed in writing to be confidential constitutes 'Confidential Information'. The parties agree not to divulge Confidential Information received from the other to any employees, officers, agents, subcontractors or other third parties without the prior written consent of the disclosing party except to the extent absolutely necessary to perform obligations hereunder. This shall not prevent a either of us from using or disclosing any information:

14.1.1.which the either of us can prove was rightfully in the possession of such either of us prior to the commencement of the negotiations leading to the Agreement;

14.1.2.which is or enters into the public domain;

14.1.3.which is, and only to the extent that it is necessary, required to be disclosed by law provided

that party notifies the other party prior to disclosure.

14.2.The parties shall ensure that officers, employees, agents and subcontractors and any other third party to which Confidential Information is disclosed are bound by confidentiality obligations at least equal to those under the Agreement and the parties agree that any

breach by such persons shall be deemed to be a breach of obligations hereunder. Nothing herein obligates either of us to disclose any Confidential Information to the other.

15.Ownership of Software, Data, Information and Know-how


15.1.1.You own or are authorised to sub-license all copyright and other intellectual property rights in the Software.

15.1.2.You grant non-transferable, non-assignable, non-exclusive licence to us to use the Software during the Agreement on the terms and conditions set out in this clause (the 'Licence') for the purposes of providing the Services.

15.1.3.Subject to clause 16.1.4, we and Customer agree that: Software and all copies of it will remain at all times the property of yours and that we are not entitled to any rights or interests in the Software other than those expressly granted in this Licence; Software is confidential information of yours and we will not disclose any of the Software or supply any copies of any of it to any person other than in the performance of the Services under the terms of this Licence, including appropriate express obligations of confidentiality; will not use any Software directly or indirectly otherwise than in connection with providing the Services; will not permit any copy of the Software to be made except for reasons of providing the


15.1.4.Copyright and all other intellectual property rights made by us in any modifications or enhancements to the Software will vest absolutely in us and we reserve the right to grant licences to use such modifications and enhancements to you and any third parties.

15.1.5.You will indemnify us against any expense, loss or damage incurred by us as a result of any claim or allegation that our licensed use of the Software in-fringes the intellectual property rights of a third party.

15.1.6.Upon termination of the Agreement, the Licence will terminate, and we will return Soft-ware in

our possession (if any) to you.

15.2.Data, Information and Know-how

15.2.1.You grant us a non-exclusive, royalty-free licence to use Know how for the purposes of fulfilling our obligations to provide the Services. We undertake not to use or otherwise deal with the Know-how for any other purpose.

15.2.2.For the avoidance of doubt, the parties agree that all data and information passed to us by you or generated in the course of the Services will remain at all times the property of yours. You grant to us a non-exclusive, royalty-free licence to use your data, information and Know-howas necessary for the purpose of fulfilling our obligations under the Agreement.

15.2.3.We will not acquire any right in your data and information. We will take all necessary steps to ensure that we will not use nor reproduce any such data, information or Know-how which comes into our possession or control except as required to provide the Services under the Agreement.

15.2.4.You will be responsible for maintaining secure copies and backups of all data and information.

16.Employment restriction

While the Agreement is in force and for a period of 6 months from its termination for any reason, you will not actively solicit or canvass the employment of any person employed by or acting on behalf of us who was assigned to work on the System over a period of 3 months or more in the preceding 12 months. If you are in breach of this condition, you (recognising that we will suffer substantial damage) will pay to us by way of liquidated damages and not by way of penalty a sum equal to the gross annual sum paid to that person as salary or for services by us in the immediately preceding 12 months.

17.Indemnities and limits of liability

17.1.You agree that you have accepted these terms and conditions in the knowledge that our liability is limited and that the prices and charges payable have been calculated accordingly. You are advised to make your own insurance arrangements if you desire to limit further your exposure to risk or if you require further or different cover.

17.2.We will indemnify you for fraud, fraudulent misrepresentations, direct physical injury and death caused by the negligence of your employees acting within the course of their employment and the scope of their authority.

17.3.Except as expressly stated in this clause and elsewhere in the Agreement, any liability of ours for breach of the Agreement will not exceed in the aggregate of damages, costs, fees and expenses capable of being awarded to you the total price paid or due to be paid by you under the Agreement.

17.4.Except as expressly stated in the Agreement, we disclaim all liability in contract or in tort (including negligence or breach of statutory duty) to you or any third party arising out of or in connection with the Agreement, provision of the Services and your use of the Products including but not limited to liability for loss of revenue, loss of profits whether in the course of your business or otherwise, or arising from loss of data or goodwill, and in no event will we be liable to you or any third party for special, indirect or consequential damages.

17.5.You will indemnify and defend us and our officers, employees, subcontractors and agents in respect of any third party claims which arise from any Supplier performance carried out on the instructions of yours or your authorised representative or from any breach by you of the Agreement.

17.6.You will indemnify us in respect of any losses or expenses incurred by us as a result of any failure by you to maintain adequate current licences for the software running on the System and for failure by you to obtain and maintain all consents in respect of the Hardware and the Software necessary for the performance of the Services by us.

17.7.The parties agree that you are the best judge of the value and importance of the data held on your computer system, and you will be solely responsible for:

17.7.1.instituting and operating all necessary back-up procedures, for your own benefit, to ensure that data integrity can be maintained in the event of loss of data for any reason;

17.7.2.taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.

17.8.If we fail to comply with our obligations during the Term of the Agreement then we will be entitled to be given a reasonable opportunity to correct any errors and to perform our obligations.

17.9.We make no representations and gives no warranties, guarantees or undertakings concerning our performance of the Services except as expressly set out in the Agreement. All other warranties, express or implied, by statute or otherwise, are excluded from the Agreement.

18.Data protection

In providing the Services to you, we will comply with all relevant provisions of the Data Protection Act 1998 ('DPA'). We and Customer agree and acknowledge that, in performing the Services, we are acting as a Data Processor (as defined in the DPA) in relation to any Personal Data (as defined in the DPA) for and on behalf of you, who re-mains the Data Controller (as defined in the DPA) in relation to such Personal Data, and without limitation to the foregoing, we will:

18.1.process Personal Data only in accordance with your written instructions;

18.2.take all appropriate measures to ensure that the Personal Data is kept secure and is not subject to any unauthorised processing, loss, destruction or damage;

18.3.ensure that our personnel and contractors are made aware of their obligations under the Agreement with regard to the security and protection of the Personal Data;

18.4.provide you, at your reasonable request, with evidence of compliance with our obligations under this clause;

18.5.assist you to comply with any valid requests for access to Personal Data received by you;

18.6.notify you if we receive any requests for access to Personal Data and comply with your instructions in this connection;

18.7.notify you of any unauthorised or unlawful disclosure or use of Personal Data of which we become aware; the request and option of you promptly return or safely destroy all Personal Data in our possession or control.


19.1.The Agreement may be terminated immediately by notice in writing: us if you fail to pay any sums due under the Agreement by the due date notwithstanding any other provisions for late payment in the Agreement; the parties if the other is in material or continuing breach of any of their obligations under the Agreement and fails to remedy the same (if capable of remedy) for a period of 30 days after written notice of the breach by the other; you giving 90 days' notice within 30 days of receipt of notification by you of a change in the Support Charge pursuant to clause 13 of the Agreement; either of us if the other is involved in any legal proceedings concerning their solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with their creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of their assets or generally becomes unable to pay their debts within the meaning of Section 123 of the Insolvency Act 1986 or anything analogous to such event occurs in any applicable jurisdiction;

19.1.5.In accordance with clause 21.8 (force majeure) of the Agreement.

19.2.Any termination of the Agreement under this clause will be without prejudice to any other rights or remedies of either of us under the Agreement or at law and will not affect any accrued rights or liabilities of either of us at the date of termination.

20.General contract provisions

20.1.Entire agreement

These Terms and Conditions together with the Hardware Maintenance and Software Support Service Level Agreement and its Schedules shall constitute the entire agreement between the parties and supersede any previous agreement relating to the subject matter of the Agreement. In entering into the Agreement the Parties acknowledge that there will be no remedy in respect of any statement of fact or opinion not recorded in the Agreement (whether negligently or innocently made), except for any representation made fraudulently.


No variation of these terms and conditions will be valid unless confirmed in writing by authorised signatories of both parties on or after the date of the Agreement.


If any of the provisions of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced unless the substantive purpose of the Agreement is thereby frustrated, in which case either of us may terminate the Agreement forthwith on written notice.


No forbearance or delay by either of us in enforcing respective rights will prejudice or restrict the rights of the other and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

20.5.Rights of third parties

A person who is not a party to the Agreement has no right to benefit under or to enforce any term of the Agreement. The parties to the Agreement do not require the consent of any third party to terminate, rescind or to agree any variation, waiver or settlement in relation to it.


You will not assign or otherwise deal with the Agreement or any rights and obligations under the Agreement without our prior written consent and any such attempt shall be void. You may, however, assign and transfer all your rights and obligations under the Agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to us to be bound by the obligations of the assignor under the Agreement.


Any notice given under the Agreement by either of us to the other must be in writing and may be delivered personally or by first-class post, and in the case of post will be deemed to have been given 2 Business Days after the date of posting. Notices will be delivered or sent to the addresses of the parties on the first page of the Agreement or to any other address notified in writing by either of us to the other for the purpose of receiving notices after the date of the Agreement.

20.8.Force majeure

Neither of us shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of either of us. If such circumstances continue for a continuous period of more than 60 days, the non-affected party may terminate the Agreement by written notice to the other.

20.9.Nature of relationship

The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for in the Agreement.

20.10. Sub-Contracting

We may employ Sub-Contractors for carrying out any part of the Services provided that we will not be relieved of any of our obligations under the Agreement by entering into any sub- contract for the performance of any part of the Services, and will at all times remain primarily responsible and liable to you for the conduct of the Sub-Contractors.

20.11. Counterparts

The Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute one and the same agreement.

20.12. Dispute resolution, governing law and jurisdiction

20.12.1.The Agreement is governed by and construed according to the law of England and Wales. The courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with the Agreement. Notwithstanding the foregoing, the parties may seek any injunctive relief or provisory/conservatory measures from any other competent court in England. In addition, the parties shall have the right to sue for breach of intellectual property rights or trade secrets (whether in connection with the Agreement or otherwise) in any country where it is believed that infringement or a breach of the Agreement relating to intellectual property rights might be taking place.

20.12.2.The parties recognise that the other's business relies upon the protection of intellectual property rights and that in the event of a breach or threatened breach of such intellectual property rights, the other will be caused irreparable damage and may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of intellectual property rights.

20.12.3.With respect to all other disputes which are not intellectual property rights related arising out of or in connection with the Agreement, the following procedures in 21.12.3 to 21.12.6 below shall apply. Where there is a dispute the aggrieved party shall notify the other party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other party. A representative from senior management of the parties ('representatives') shall meet in person or communicate by telephone within 5 Business Days of the date of the written notification in order to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective parties. The representatives shall produce a report about the nature of the dispute in detail to their respective boards and if no agreement is reached on corrective action, then the chief executives of each of us shall meet in person or communicate by telephone, to facilitate an agreement within 5 Business Days of a written notice by one to the other. If the dispute cannot be resolved at board level within a further 5 Business Days, or if the agreed upon completion dates in any written plan of corrective action are exceeded, either of us may seek legal remedies as provided below.

20.12.4.If the parties cannot resolve a dispute in accordance with the procedure in 21.12.3 above, then they shall with the assistance of the Centre for Effective Dispute Resolution ('CEDR'), seek tore-solve the dispute or difference amicably by using an Alternative Dispute Resolution ('ADR') procedure acceptable to both parties before pursuing any other remedies available to them. If either of us fails or refuses to agree to or participate in the ADR procedure or if in any event the dispute or difference is not resolved to the satisfaction of both parties within 90 days after it has arisen, the matter shall be settled in accordance with the procedure below.

20.12.5.If the parties cannot resolve the dispute by the procedure set out above, the parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purposes of hearing and determining any dispute arising out of the Agreement. For the

avoidance of doubt, the place of performance of the Agreement is agreed by the parties to be England.

20.12.6.While the dispute resolution procedure above is in progress and if either of us has an obligation to make a payment to another or to allow a credit in respect of such payment, the sum relating to the matter in dispute shall be paid into an interest bearing deposit account to be held in the names of the relevant parties at a clearing bank and such payment shall be a good discharge of both of our payment obligations under the Agreement. Following resolution of the dispute, whether by mediation or legal proceedings, the sum held in such account shall be payable as determined in accordance with the mediation or legal proceedings, and the interest accrued shall be allocated between the parties pro rata according to the split of the principal sum as between the parties.

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