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STARTUP REVOLUTION LIMITED

Standard Terms and Conditions for Provision of Services

1. Interpretation

“Client” means the person firm or corporate body to whom Startup Revolution Limited provide their services.

“Service Specification” means the specification of services as detailed in the invoice to be provided by SRL.

2. Formation and Incorporation

2.1 The Client has requested SRL to place its services at the disposal of the Client and SRL has agreed to provide the services (specified in the Service Specification) to the Client subject to these terms and conditions.

2.2 These terms and conditions are the only terms and conditions upon which SRL are prepared to deal with the Client and they together with the Service Specification shall govern the Contract to the entire exclusion of all other terms and conditions unless the parties otherwise agree in writing.

2.3 Any variation to the Service Specification or to these terms and conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of SRL.

3. Standard and Description of Services

3.1 SRL shall provide the services with reasonable care and skill and shall comply with all applicable statutory requirements and industry standards relating to the services as notified to SRL by the Client in writing.

3.2 The services to be provided by SRL to the Client shall be such as to enable the client to have the benefit of the knowledge and experience of SRL.

4. Client’s Obligations

4.1 Save where SRL and the Client shall otherwise agree in writing, the Client shall provide access to and use of all equipment and other facilities necessary for the performance of the services in a safe and secure environment and shall provide all operating and support services necessary for carrying out the services as SRL shall reasonably require.

4.2 The Client shall provide all such information, records, documents, materials, explanations and assistance as the Client considers necessary and appropriate to enable SRL to carry out the services or otherwise as SRL may reasonably require.

4.3 The Client shall comply with its obligations specified in clause 4.1 and 4.2 above in a timely manner to enable SRL to complete the services in accordance with the Contract.

4.4 The Client shall provide training at such level and frequency as the parties shall agree to enable the SRL to carry out the services.

5. Review Meetings

5.1 At the request of SRL or at agreed intervals SRL and the Client shall meet to review the performance of SRL and the Client of its obligations in accordance with the Contract.

6. Term

6.1 The Contract shall be deemed to commence with effect from the date specified in the Service Specification and shall continue unless terminated by either party giving to the other not less than 3 months notice.

7. Costs

7.1 The charges for the services shall be displayed in the Service Specification.  Hourly rates where applicable shall be specified in the Service Specification and may be reviewed from time to time during the currency of the Contract at the discretion of SRL but nevertheless having consulted with the Client beforehand.

7.2 The Client shall be responsible for any travelling, hotel and similar expenses reasonably incurred by SRL in the proper course of providing services to the Client.

7.3 The charges for the services provided by SRL are exclusive of any Value Added Tax and any other applicable tax that may be payable.

8. Payment

8.1 Unless otherwise stated in the Service Specification payment of any invoice issued by SRL must be made in full and will be due 14 days from the date of the invoice.

8.2 No payment shall be deemed to have been received until SRL has received cleared funds.

8.3 All payments due under the Contract shall become due immediately upon termination of the Contract.

8.4 The Client shall make all payments due under the Contract without any deduction whether by set off, counter claim or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by SRL to the Client.

8.5 If the Client fails to make payment under this Contract on the due date then (without prejudice to any other right or remedy) SRL may charge the client interest on the amount unpaid at the annual rate of 3% above the Bank of England base rate from time to time until payment is made in full.

9. Confidentiality

9.1 SRL shall not during the term of the Contract nor at any time after its termination for any reason whatsoever (unless the Client otherwise consents in writing) disclose to any person or persons whatsoever or otherwise make use of any confidential or secret information which SRL has in the course of providing the services become possessed relating to the Client or any of its suppliers, agents, distributors or customers including confidential or secret information relating to the business, technical processes, designs, finances, know-how, inventions, improvements or other matters connected with the products or services of the Client or any of its suppliers, agents, distributors or customers.  The parties agree that such confidential or secret information belongs to the Client.  SRL shall when required by the Client deliver up all such confidential and secret information including any copies at any time when reasonably required by the Client or otherwise destroy all such confidential and secret information at any time when reasonably required by the Client.

10. Indemnity and Exclusion

10.1 Subject to clause 10.2 and 10.3 SRL agrees to keep the Client indemnified from and against all costs, expenses and liabilities, injuries, losses, damages, claims, demands or legal costs and judgement which the Client may incur or suffer as a consequence of any direct or indirect breach or negligent performance by SRL or failure in performance by SRL in providing the services save to the extent that such breach negligent performance or failure is not due to the act or omission of the Client.

10.2 Neither party shall in any circumstances be liable to the other for any consequential loss including economic loss, loss of profit, loss of third party contract or loss of business.

10.3 The total liability which SRL shall owe to the Client and in respect of all claims shall not exceed the cost of the services provided to the Client by SRL under the Contract.

10.4 Subject as herein provided and to the maximum extent permissible in law all conditions and warranties which are to be implied by the statute or otherwise by general law into the Contract are hereby excluded.

11. Termination

11.1 Either party may terminate the Contract forthwith by notice in writing to the other if the other of them is in breach of the Contract and shall have failed (where the breach is capable of remedy) to remedy the breach within 30 days of the receipt of a request in writing from the party not in breach, to remedy the breach, such request must set out the breach and indicate that failure to remedy the breach may result in termination of the Contract.

11.2 SRL shall be entitled to terminate the Contract immediately where the Client has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any Act for the time being in force for the release of insolvent debtors or being a body corporate convenes a meeting of creditors (whether formal or informal or enters into liquidation whether voluntary or compulsory) except as a solvent voluntary liquidation for the purposes only of reconstruction or amalgamation or has a receiver, manager, administrator or administrative receiver appointed of its undertaking or any part or a resolution is passed or a petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the Client or any proceedings that commenced relating to the insolvency or possible insolvency of the Client.

12. Force Majeure

12.1 Neither party to the Contract shall be deemed to be in breach of the Contract or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing their obligations under the Contract due to circumstances beyond their reasonable control including, without limitation, acts of God, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock out, strike and other industrial disputes.

13. General

13.1 Each right or remedy of SRL under these terms and conditions is without prejudice to any other right or remedy of SRL whether arising under the Contract or not.

13.2 Failure by SRL to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of their rights under the Contract.

13.3 SRL may assign, licence or sub-contract all or any parts of its rights or obligations under the Contract without the Client’s written consent.

14. Notices

14.1 All notices between the parties about the Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by Facsimile transmission.

14.2 Communications shall be deemed to have been received: -

• if sent by pre-paid first class post today (excluding Saturdays, Sundays, Bank and Public holidays) after posting (exclusive of the day of posting);

• if delivered by hand on the day of delivery;

• if sent by facsimilie transmission on a working day at the time of transmission.

15. Arbitration

15.1 All disputes and questions whatsoever which arise during the subsistence of the Contract or afterwards between the parties relating to the Contract or the construction application or performance of it shall be referred to a single arbitrator in accordance with and subject to the provisions of the Arbitration Act 1996.   The party may serve notice upon the other party to agree upon an arbitrator and in default of such agreement within 15 days of the date of such notice, the arbitrator shall be appointed at the request of either party by the President of the Chartered Institute of Arbitrators.  The decision of the Arbitrator will be final and binding on the parties.  The costs of any arbitration shall be paid for by one or more party as determined by the arbitrator.

16. Jurisdiction

16.1 The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or any term of the Contract should be governed by English law and the English Courts shall have jurisdiction.