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Notes: VisiPoint, L Display, TouchMedia and Geowayfinding are trading names of LamasaTech Ltd. – a company registered in England and Wales (registration number 7079886);

TERMS AND CONDITIONS OF SALE

Please read these Terms and Conditions carefully, which shall apply to all contracts that LamasaTech may enter into from time to time for the supply to the Customer of Services provided or to be provided, Equipment sold or to be sold and/or Software licensed or to be licensed. The definitions and the rules of interpretation set out in clause ‎20 shall apply to these Terms and Conditions and all Contracts created in accordance with them.

1.      Formation of Contract

1.1    These Terms and Conditions shall apply to, and be incorporated into, each Contract. No addition to, variation of, exclusion or attempted exclusion of any term of a Contract shall be binding on LamasaTech unless it is in writing and signed by a director of LamasaTech. The parties agree that these Terms and Conditions will prevail over any inconsistent terms and conditions contained in or referred to in, the Customer’s purchase order, confirmation of order or specification, or as may otherwise be implied by law, trade, custom practice or a course of dealing.

1.2    The Customer’s purchase order constitutes an offer by the Customer to purchase the Products specified in it on the basis of the Offer Document, these Terms and Conditions and any Supplemental Terms (if any) (Contract Terms); accordingly, the earlier of the execution of the Offer Document by the parties, or LamasaTech’s commencement or execution of work pursuant to the Offer Document, shall establish a Contract for the supply and purchase of those Products in accordance with the Contract Terms.

1.3    For the avoidance of doubt, where the relevant Offer Document or agreement has not been signed by either (or both) of the Customer and LamasaTech, the Contract Terms will nevertheless apply to the Contract provided that the Customer has had prior notice of them (regardless of whether the Customer has indicated its acceptance in writing).  By instructing LamasaTech to supply any Products and/or by paying any Charge(s) or invoice(s) of LamasaTech, whether set out in the Contract or otherwise, the Customer indicates its acceptance of the Contract Terms.

1.4    The supply of certain Products by LamasaTech are subject to Supplemental Terms which will (where applicable) form part of the Contract and will supplement and (unless expressly stated otherwise in the relevant Supplemental Terms) incorporate these Terms and Conditions. In the case of a conflict or ambiguity between: (i) the Offer Document; (ii) any Project Plan comprised within an Offer Document; (iii) any applicable Supplemental Terms; and (v) the Terms and Conditions, then a term contained in a document higher in the list (starting at (i)) shall have priority over one contained lower in the list (ending at (v)).

2.      Specification and Change Control

2.1    Any Products to be supplied by LamasaTech shall be supplied by the means and in accordance with the timetable set out in the Offer Document. Where no means are specified, the relevant Products shall be supplied by such means as LamasaTech determines appropriate and where no timetable is specified, the relevant Products shall be supplied within a reasonable time. Whilst LamasaTech will use its reasonable endeavours to provide or (as the case may be) deliver the relevant Products by any date or within any period agreed upon, such dates and periods are estimates only, given in good faith, and LamasaTech will not be liable for any failure to deliver by or within such a period nor shall delays in the delivery of a Contract entitle the Customer to refuse to take delivery or otherwise accept any Products.  Time for delivery shall not be of the essence of the Contract.

2.2    The description of any Product contained in any order form, invoice, descriptive matter, specifications, catalogue or advertising material published or issued by LamasaTech is for identification only and the use of such description will not constitute a sale by description. Any typographical or other error or omission in any such literature or any other document issued or provided by LamasaTech may be corrected by LamasaTech without any liability on the part of LamasaTech.

2.3    If at any time after the acceptance of a Contract pursuant to clause ‎1.2, the scope of a Product changes or if either party wishes to change the scope of the same, it shall submit details of the change or the requested change to the other in writing. If either party identifies or requests a change to the scope or execution of a Product, LamasaTech shall, within a reasonable time, provide a written estimate to the Customer of:

• the likely time required to implement the change;
• any variations to the Charges arising from the change;
• the likely effect of the change on the Project Plan; and
• any other impact of the change on the terms of the Contract.

• If LamasaTech identifies or requests a change to the scope of a Product, the Customer shall not unreasonably withhold or delay consent to it. Any request by the Customer for the cancellation or reduction of the scope of a Product to be supplied by LamasaTech to the Customer will only be accepted at the discretion of LamasaTech and in any case on the condition that any costs or expenses incurred by LamasaTech up to the date of such cancellation or variation (and all loss or damage resulting to LamasaTech by reason of such cancellation or variation and including, for the avoidance of doubt, the payment identified in clause ‎6) will be paid by the Customer to LamasaTech forthwith. Acceptance of such cancellation or variation will only be binding on LamasaTech if in writing and signed by a director of LamasaTech.
• If the Customer wishes LamasaTech to proceed with the change, LamasaTech has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the Charges, the Project Plan and any other relevant terms of the Contract to take account of the change.

3.      Prices

3.1    Unless otherwise stated in writing, quotations are valid for 14 days from the date of issue and are exclusive of:

3.1.1      VAT and any other relevant taxes which LamasaTech shall add to its invoices at the appropriate rate from time to time; and

3.1.2      any chargeable expenses and disbursements which are incurred by LamasaTech personnel on behalf of the Customer including but not limited to hotels, subsistence, travelling, mileage at 45p per mile, supplies and the cost of any materials or services reasonably and properly provided by third parties required by LamasaTech for the supply of any Products. Such expenses, materials and third party services shall be invoiced by LamasaTech.

3.2    Subject to ‎15.2.2, LamasaTech may:

3.2.1      where the Offer Document relates to Services for the support of equipment and software (including any Equipment and Software) (“Support Services”), at any time by giving the Customer fourteen (14) days written notice, increase its prices to take account of any matter or matters that LamasaTech consider to be a significant change in the scope, complexity or scale of the Support Services and such increased prices ruling at the date LamasaTech notifies the Customer of the change in the scope of the Support Services shall be substituted for the previous Contract price; and/or

3.2.2      where the Offer Document relates to Support Services and includes an Initial Term, at any time after the first anniversary of the Commencement Date, LamasaTech may increase the Charges by giving the Customer not less than 30 days’ prior written notice provided that the increases shall be no more frequent than once in any 12-month period; and/or

3.2.3      at any time by giving the Customer fourteen (14) days’ written notice, increase its prices to take account of any increase in the direct cost to LamasaTech of supplying the Products (including, but not limited to, any change in telecommunication provider rates or Third Party Software Vendor licence fees or other third party costs) and such increased prices ruling at the date of supply of the relevant Products by LamasaTech shall be substituted for the previous Contract price.

4.      Payment

4.1    The Customer shall pay the Charges to LamasaTech in accordance with the Contract Terms and:

4.1.1      Clause ‎4.2 shall apply if Services are to be provided on a time-and-materials basis; and

4.1.2      Clause ‎4.3 shall apply if Products are to be provided for a fixed price.

The remainder of this clause ‎4 shall apply in either case.

4.2    Where the Services are provided on a time-and-materials basis:

4.2.1      the Charges payable for the Services shall be calculated in accordance with LamasaTech’s agreed daily fee rates (as amended from time to time);

4.2.2      LamasaTech’s agreed daily fee rates are calculated on the basis of Normal Working Hours;

4.2.3      LamasaTech shall be entitled to charge at an overtime rate for part days and for time worked by members of the project team outside of Normal Working Hours on a pro-rata basis. Overtime will be calculated by multiplying LamasaTech’s agreed time-based overtime charging rates (as set out in the Offer Document and/or notified by LamasaTech to the Customer from time to time) by the time spent by LamasaTech’s personnel performing the Services; and

4.2.4      LamasaTech shall invoice the Customer monthly in arrears for its Charges for time and materials, subject to any cap where the Services have been agreed in writing by the parties to be provided on a capped time-and-materials basis (together with expenses and VAT where appropriate) for the month concerned.

4.3    Where Products are provided for a fixed price, the price for the Products shall be the amount set out in the Offer Document or in LamasaTech’s quotation. Where the price envisages deposit payments, payment in instalments (which LamasaTech may refer to as a “payment plan”) and/or at Project Milestones, the Charges shall (unless otherwise agreed in writing) be paid to LamasaTech in advance, in the instalments as set out in the Offer Document or on it achieving the corresponding Project Milestone as applicable. On achieving a Project Milestone, LamasaTech shall invoice the Customer for the Charges that are then payable, together with expenses and the costs of materials (and VAT, where appropriate).

4.4    Where Rented Equipment is being provided, LamasaTech shall invoice the Customer monthly in arrears for the relevant Rental Payments (together with expenses and VAT where appropriate) for the month concerned.

4.5    The Customer shall pay each invoice submitted to it by LamasaTech in full, and in cleared funds:

4.5.1      within fifteen (15) days of receipt; or

4.5.2      in accordance with such other payment terms as may be specified in the Offer Document.

Time for payment shall be of the essence of the Contract.

4.6    Without prejudice to any other right or remedy that LamasaTech may have, if the Customer fails to pay LamasaTech on the due date LamasaTech may charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc (or at a rate of 3% in the event that the base rate of that bank is less than zero), accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment.

4.7    All payments payable to LamasaTech under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under a Contract.

4.8    All amounts due under a Contract shall be paid by the Customer to LamasaTech in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). LamasaTech may, without prejudice to any other rights it may have, set off any liability of the Customer to LamasaTech against any liability of LamasaTech to the Customer, whether such liability is present or future, liquidated or unliquidated, and whether or not either such arises under the Contract, another agreement between the parties, or otherwise.

5.      Rented Equipment (“Fully Fledged Service”)

5.1    LamasaTech shall hire the Rented Equipment to the Customer for use at the Site(s) in accordance with the Contract Terms.

5.2    LamasaTech shall not, other than in the exercise of its rights under the relevant Contract Terms or applicable law, interfere with the Customer’s quiet possession of Rented Equipment.

5.3    The Rental Period for Rented Equipment starts on the relevant Rental Commencement Date for that Rented Equipment and shall continue for at least the duration of the Minimum Rental Period. Following the expiry of the Minimum Rental Period, the Rental Period shall continue thereafter, until either party gives to the other party notice to terminate (in accordance with the remainder of this clause ‎5.3). When the Customer wishes to terminate the Rental Period after the Minimum Rental Period, they shall do so by contacting LamasaTech’s rental desk and any such termination of the Rental Period will be effective from when LamasaTech issues an “off hire” reference number to the Customer. LamasaTech will issue an “off-hire” reference number within a reasonable time of the Customer’s notification but in any event no less than three (3) Business Days from the same.

5.4    Unless otherwise expressly agreed in writing, the Rental Payments have been calculated on basis that any hire services are capable of being performed to an agreed programme with uninterrupted access to the Site during Normal Working Hours and that the Site conforms to any required standards specified in the Offer Document. In the event the Customer requires performance of any hire services (including delivery of any Rental Equipment) outside of Normal Business Hours or the Site does not conform to the standards specified in the Offer Document, any additional costs or expenses incurred by LamasaTech (including but not restricted to the supply of any necessary services, waiting and traveling time) shall be paid for by the Customer in accordance with clause ‎4.5 upon receipt of LamasaTech’s invoice.

5.5    All Rented Equipment ordered in addition to those identified in the Offer Document will be charged for in addition to the Rental Payments, as will the costs of all tests, alterations, additions and all other work undertaken at the request of the Customer but not identified in the Offer Document. Those additional costs will be calculated by LamasaTech having regard to the rates and prices set out in its quotation or in the Offer Document or as otherwise agreed with the Customer and will be paid for by the Customer in accordance with clause ‎4.5 upon receipt of LamasaTech’s invoice.

5.6    Delivery of the Rented Equipment shall be made by LamasaTech or its Personnel. LamasaTech shall use its reasonable endeavours to effect Delivery by the date and time agreed between the parties, save that the dates and times shall be approximate only and time of delivery shall not be of the essence of any of the Contract Terms. Title and risk shall transfer in accordance with clauses ‎5.13 – ‎5.18 of these Terms and Conditions. The Customer hereby grants a licence to LamasaTech, its employees and sub-contractors (together with appropriate transport) to enter upon the Customer’s premises for the purpose of effecting Delivery and, where specified in the Offer Document, installing the Rented Equipment (Delivery Services).

5.7    If the Customer extends or delays the performance of the Delivery Services or fails to take delivery of any Rented Equipment at the agreed time or (if no time is agreed) within a reasonable time, then the Customer shall indemnify LamasaTech against all loss (including loss of profit), costs (including the cost of storage and all labour and materials used), damages, charges or expense suffered or incurred by LamasaTech as a result of such extension, delay or failure.

5.8    The Customer shall be responsible for the unobstructed access and, unless otherwise agreed in writing, for unloading and loading of the Rented Equipment at the Site, and any Personnel supplied by LamasaTech for such unloading and/or loading shall be deemed to be under the direction and control of the Customer. Such personnel shall for all purposes in connection with their employment or other engagement in the loading and/or unloading shall be regarded as the servants or agents of the Customer who alone shall be responsible for all claims arising in connection with unloading and/or loading of the Rental Equipment by, or with the assistance of, such Personnel.

5.9    The Customer is deemed to have knowledge of the Site and warrants that the condition of the Site or the place of delivery is suitable for the use of such Equipment. The Customer is responsible for the protection of, and liable for any damage to, any underground, surface or above ground services and utilities including, but not limited to cables, ducts, water pipes and gas lines, and any pavements, bridges, tunnels and roadways on or adjacent to the Site and the Customer shall liaise as necessary and comply with all requirements of the relevant statutory authority or similar body.

5.10  Where specified in the Offer Document (but not otherwise), LamasaTech shall install the Rented Equipment at the Site(s). The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Rented Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Rented Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by LamasaTech, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.

5.11  To facilitate Delivery and installation, except where otherwise stated in the Offer Document, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously. The Customer shall ensure that its premises and all plant and equipment which is used by LamasaTech’s employees or sub-contractors or with which they may come into contact or to which they may be exposed complies with the Health and Safety at Work Act 1974, all relevant statutory provisions (as defined in that Act) and all other obligations imposed by statute or common law relating to health and safety and will indemnify LamasaTech against any loss, damage or expense in respect of any failure by the Customer to comply with its obligations.

5.12  Unless notification in writing to the contrary is received by LamasaTech from the Customer within twenty four (24) hours of the Rented Equipment being Delivered and installed at the Site, the Rented Equipment shall be deemed to be in good order, save for either an inherent fault or a fault not ascertainable by reasonable examination, in accordance with the Contract Terms and to the Customer’s satisfaction.

5.13  The Rented Equipment shall at all times remain the property of LamasaTech, and the Customer shall have no right, title or interest in or to the Rented Equipment (save the right to possession and use of the Rented Equipment subject to the Contract Terms).

5.14  The risk of loss, theft, damage or destruction of the Rented Equipment shall pass to the Customer on Delivery. The Rented Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Rented Equipment is in the possession, custody or control of the Customer (“Risk Period”) until such time as the Rented Equipment is redelivered to LamasaTech. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:

5.14.1    insurance of the Rented Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as LamasaTech may from time to time nominate in writing;

5.14.2    insurance for such amounts as a prudent owner or operator of the Rented Equipment would insure for, or such amount as LamasaTech may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Rented Equipment; and

5.14.3    insurance against such other or further risks relating to the Rented Equipment as may be required by law, together with such other insurance as LamasaTech may from time to time consider reasonably necessary and advise to the Customer.

5.15  All insurance policies procured by the Customer shall be endorsed to provide LamasaTech with at least twenty (20) Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon LamasaTech’s request name LamasaTech on the policies as a loss payee in relation to any claim relating to the Rented Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.

5.16  The Customer shall give immediate written notice to LamasaTech in the event of any loss, accident or damage to the Rented Equipment or arising out of or in connection with the Customer’s possession or use of the Rented Equipment.

5.17  If the Customer fails to effect or maintain any of the insurances required under the Contract Terms, LamasaTech shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.

5.18  The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to LamasaTech and proof of premium payment to LamasaTech to confirm the insurance arrangements.

5.19  When the Rented Equipment hired is to be operated without the assistance of LamasaTech‘s engineer, operator or other LamasaTech Personnel, any breakdown or unsatisfactory working of any part of the Rented Equipment must be notified immediately to LamasaTech. Any claim for breakdown time will only be considered from the time and date of such notification.

5.20  The Customer shall not repair the Rented Equipment or permit the Rented Equipment to be repaired by anyone other than LamasaTech or any agent or contractor authorised by them in writing.

5.21  The Customer shall be responsible for all expense involved arising from any breakdown and all loss or damage incurred by LamasaTech due to the Customer’s negligence, misdirection or misuse of the Rented Equipment, whether by the Customer or his Personnel, customers or any other third party associated with the Customer, and for the payment of hire during the period the Rented Equipment is necessarily idle due to such breakdown, loss or damage. The Customer is responsible for the cost of spares and/or repairs due to theft, loss or vandalism of the Rented Equipment.

5.22  Without prejudice to the generality of clause ‎5.21, LamasaTech shall have no responsibility or liability for any stoppages or other failure or unavailability of the Rented Equipment other than for any failure or unavailability that arises as a direct result of LamasaTech’s negligence of breach of the Contract Terms. Without prejudice to the generality of the foregoing sentence, LamasaTech shall not have any responsibility or liability for any failure or unavailability of the Rented Equipment that arises as a result of causes outside LamasaTech’s control, including bad weather or ground conditions, nor shall LamasaTech be responsible for the cost or expense of recovering any Rented Equipment from soft ground.

5.23  Additionally, the Customer shall during the Rental Period and at all times when the Rented Equipment is within its possession or control:

5.23.1    ensure that the Rented Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed within the manufacturer’s rated capacity, and operated in a proper manner in accordance with any operating instructions provided by LamasaTech or the manufacturer;

5.23.2    take all such steps (including compliance with all safety and usage instructions provided by LamasaTech) as may be necessary to ensure, so far as is reasonably practicable, that the Rented Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

5.23.3    subject always to clause ‎5.21, maintain at its own expense the Rented Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (including replacing any parts or carrying out any remedial work that is expressly directed by LamasaTech or any agent or contractor authorised by them in writing);

5.23.4    obtain at its own cost all consents required to enable LamasaTech to carry out and complete the hire of the Rented Equipment and the Customer must comply with any conditions contained in the consents relating to the Rented Equipment and the supply of Services to the Site;

5.23.5    make no alteration to the Rented Equipment and shall not remove any existing component(s) from the Rented Equipment without the prior written consent of LamasaTech;

5.23.6    take all reasonable steps to become acquainted with the state and condition of the Rented Equipment and to keep LamasaTech fully informed of all material matters relating to the Rented Equipment. If such Equipment is continued in use in an unsafe or unsatisfactory state or environment, the Customer shall be solely responsible for any damage, loss, cost, expense or accidents whether directly or indirectly arising therefrom;

5.23.7    keep the Rented Equipment at all times at the Site(s) and shall not move or attempt to move any part of the Rented Equipment to any other location without LamasaTech’s prior written consent;

5.23.8    permit LamasaTech or its duly authorised representatives, agents or insurers to inspect, test, repair or replace the Rented Equipment at all reasonable times and for such purpose to enter upon the Site(s) or any premises at which the Rented Equipment may be located, and shall grant reasonable access and facilities for such inspection. Title and property in all substitutions, replacements, renewals made in or to the Rented Equipment shall vest in LamasaTech immediately upon installation;

5.23.9    provide all sufficient and accurate information requested by LamasaTech in a timely fashion to enable the proper performance of the hire of the Rented Equipment by LamasaTech so as not to delay or disrupt LamasaTech in performing its obligations under the Contract. LamasaTech shall be entitled to rely on the accuracy and sufficiency of all information provided to it by the Customer, and to make assumptions on the basis of such information, when hiring the Rented Equipment;

5.23.10  maintain operating and maintenance records of the Rented Equipment and make copies of such records readily available to LamasaTech, together with such additional information as LamasaTech may reasonably require;

5.23.11  not, without the prior written consent of LamasaTech, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Rented Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

5.23.12  not without the prior written consent of LamasaTech, attach the Rented Equipment to any land or building so as to cause the Rented Equipment to become a permanent or immovable fixture on such land or building. If the Rented Equipment does become affixed to any land or building then the Rented Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Rented Equipment from any land or building and indemnify LamasaTech against all losses, costs, charges, damages or expenses incurred as a result of such affixation or removal;

5.23.13  not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of LamasaTech in the Rented Equipment and, where the Rented Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that LamasaTech may enter such land or building and recover the Rented Equipment both during the term of the Rental Period and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of LamasaTech of any rights such person may have or acquire in the Rented Equipment and a right for LamasaTech to enter onto such land or building to remove the Rented Equipment;

5.23.14  not suffer or permit the Rented Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Rented Equipment is so confiscated, seized or taken, the Customer shall notify LamasaTech and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Rented Equipment and shall indemnify LamasaTech on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

5.23.15  not use the Rented Equipment for any unlawful purpose;

5.23.16  to the extent that the Rented Equipment is involved in any accident resulting in injury to persons or damage to property, immediate notification must be given by the Customer to LamasaTech by telephone and confirmed in writing to LamasaTech no later than 24 hours after such telephone notification. In relation to any claim in respect of which the Customer is not bound to fully indemnify LamasaTech, no admission of liability, offer, promise of payment or indemnity shall be made by the Customer without LamasaTech’s prior written permission;

5.23.17  ensure that at all times the Rented Equipment remains identifiable as being LamasaTech’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Rented Equipment;

5.23.18  deliver up the Rented Equipment at the end of the Rental Period or on earlier termination of the Rental Period in accordance with clauses ‎5.24 and ‎5.25; and

5.23.19  not do or permit to be done anything which could invalidate the insurances referred to in clause ‎5.14.

5.24  At the end of the Rental Period (including upon any early termination of it) unless otherwise agreed in writing the Customer shall deliver up the Rented Equipment by either:

5.24.1    delivering it up to such address as LamasaTech requires; or

5.24.2    allowing LamasaTech’s representatives access to the Site(s) or any premises where the Rented Equipment is located for the purpose of removing and otherwise decommissioning it and paying as additional Charges all of LamasaTech’s costs and expenses for carrying out such removal and decommissioning.

5.25  If the Customer fails to deliver up the Rented Equipment in accordance with clause ‎5.24, then:

5.25.1    the Customer hereby grants a licence to LamasaTech, its employees and agents (together with appropriate transport) to enter upon the Customer’s premises and any other location where the Rented Equipment is still situated and to remove such Rented the Equipment; and

5.25.2    the Customer shall pay all of LamasaTech’s additional costs, charges, damages and expenses incurred as a result of the Customer’s failure to comply with its obligations pursuant to clause ‎5.24.

5.26  The Customer acknowledges that LamasaTech shall not be responsible for any loss of or damage to the Rented Equipment arising out of or in connection with any negligence, misuse, mishandling of the Rented Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify LamasaTech on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the Contract Terms relating to such Rented Equipment.

6.      Third Party Contracts

6.1    If any payments due to LamasaTech in respect of a Product is to be paid by a third party then the Customer agrees that immediately on delivery of the Product in question the Customer will sign the acceptance note for the leasing company or other third party and will generally take all steps as may be necessary to ensure that payment is made to LamasaTech for the relevant Products in accordance with the Contract Terms.

6.2    It is agreed and acknowledged by LamasaTech and the Customer that:

6.2.1      in providing the Services and/or suppling Equipment and/or Rented Equipment to the Customer, LamasaTech may enter into binding contractual commitments (“Third Party Contracts”) on the Customer’s behalf with hardware and other manufacturers, telecommunication providers and other third parties (“Third Party Providers”);

6.2.2      the Customer acknowledges that Third Party Contracts create rights and obligations between LamasaTech and Third Party Providers; and

6.2.3      notwithstanding that the Customer is not a party to the Third Party Contracts, the Customer is and shall be at all times responsible and held liable for any and all costs in relation to all Custom Equipment (including any manufacturer’s costs and/or any other costs incurred by LamasaTech in manufacturing and/or customising any Equipment to the Customer’s design or specification), call and data charges, termination fees and any other charges and fees that may be charged by the Third Party Provider to LamasaTech in respect of Equipment, Rented Equipment or Services provided to the Customer pursuant to the Third Party Contracts (“Third Party Charges”) and the Customer undertakes to pay such sums on demand and on an indemnity basis and to defend, indemnify, keep indemnified and hold LamasaTech harmless against any and all third party claims, actions, and proceedings, and all losses (including loss of profit), damages, expenses and costs (including without limitation legal and other professional costs) associated with such Third Party Charges.

7.      Software supply

7.1    Where Software supplied is Third Party Software, LamasaTech shall supply or otherwise make available to the Customer a copy of the Third Party Software Licence on request from the Customer, whether by means of the Third Party Software Vendor’s website or otherwise. In supplying any such Third Party Software Licence, LamasaTech shall be permitted to redact such information contained in the Third Party Software Licence as it deems reasonably necessary to protect its Confidential Information. The Customer shall be responsible for ensuring that the Customer’s use of the Third Party Software is properly licensed.

7.2    The parties acknowledge that the Third Party Software Licence will (in addition and without prejudice to any terms relating to the Third Party Software set out in the Offer Document) stipulate the Customer’s rights to use the Third Party Software, and the restrictions on the Customer’s use of the Third Party Software.

7.3    The Customer must abide by the terms of the Third Party Software Licence and any terms relating to the Third Party Software set out in the Offer Document and ensure that all persons using the Third Party Software supplied (or otherwise made available) by LamasaTech to the Customer abide by such terms.

7.4    The parties acknowledge that the Third Party Software Licence creates rights and obligations between the Customer and the Third Party Software Vendor, and that LamasaTech is not a party to the Third Party Software Licence.

7.5    LamasaTech shall as far as it is able pass on to the Customer the benefits of any Third Party Software Vendor warranties in relation to any Third Party Software. Save as provided in clause ‎7.6, LamasaTech gives no warranties or guarantees and makes no representations concerning the Software, and all such warranties, guarantees, representations, and all conditions and any other terms whatsoever implied by statute or otherwise, are hereby excluded from the Contract between LamasaTech and the Customer to the fullest extent permitted by applicable law.

7.6    Where the Software is created by the employees of LamasaTech as part of Software Development Services and where this clause ‎7.6 is expressly identified as being applicable in the Offer Document (but not otherwise), then LamasaTech warrants that the Project Deliverables in that Software will, at the date of Customer’s acceptance of the Software (in accordance with clause ‎8.2 below), and for thirty (30) days after that date, perform materially in accordance with the technical specification contained in the Offer Document. LamasaTech shall not be in breach of the warranty at this clause ‎7.6 to the extent that the breach of any such warranty arises from:

7.6.1      compliance by LamasaTech (or any third party acting on behalf of it) with the Customer’s written instructions; or

7.6.2      any modification of the Project Deliverables after delivery by LamasaTech to the Customer, if such modification was not made by and/or on behalf of LamasaTech, or with the written approval of LamasaTech; or

7.6.3      operation or use by the Customer or any third party of some or all of the Project Deliverables in combination with products, information, specifications, instructions, data, or materials not approved or provided by LamasaTech.

8.      Commissioning and Acceptance Testing

8.1    Where acceptance testing is expressly envisaged as being applicable in the Offer Document (but not otherwise) then, prior to launch of a Product, LamasaTech shall undertake such acceptance tests in relation to the relevant Product as it deems fit, and as may be reasonably required by the Customer. The acceptance criteria for such tests shall be objective. The Customer shall promptly provide such assistance as LamasaTech may reasonably require in order to complete such acceptance tests. In the event that any acceptance tests are not successfully completed, LamasaTech shall be given the opportunity to retest such elements which were not successfully completed and/or (with the consent of the Customer, not to be unreasonably withheld or delayed) to modify the acceptance tests or acceptance criteria. LamasaTech shall notify the Customer once all acceptance tests have been successfully completed (a “Commissioning Notification”) and shall provide reasonable evidence of such completion on request. If, within 10 Business Days of receipt of a Commissioning Notification the Customer has not provided LamasaTech with a confirmation as to whether or not the tests have been successfully completed, then a confirmation of the successful completion of the relevant acceptance tests shall be deemed to have been served on LamasaTech by the Customer.

8.2    Acceptance of a Product shall be deemed to have occurred on whichever is the earliest of: (i) the date that the Customer notifies (or pursuant to clause ‎8.1 is deemed to have notified) LamasaTech that the relevant acceptance tests have been successfully completed; or (ii) the date that the relevant Product is put into commercial or operational use.

9.      Customer’s Obligations

9.1    The Customer shall:

9.1.1      co-operate with LamasaTech in all matters relating to the Contract and appoint an authorised representative of the Customer who has the authority to bind the Customer contractually on matters relating to the Contract;

9.1.2      provide in a timely manner such access to the Customer’s premises, systems and data (including, where agreed in the Contract, providing LamasaTech with access to the Customer’s systems by use of remote desktop support software) and such office accommodation and other facilities, as is requested by LamasaTech;

9.1.3      provide in a timely manner such information as LamasaTech may request, and ensure that such information is accurate in all material respects;

9.1.4      comply with any Mandatory Policies that are notified to it from time to time;

9.1.5      take all steps to ensure the welfare and safety of any LamasaTech Personnel at any premises of the Customer and ensure that its premises and all plant and equipment which is used by LamasaTech’s Personnel or with which they may come into contact or to which they may be exposed complies with the Health and Safety at Work Act 1974, all relevant statutory provisions (as defined in that Act) and all other obligations imposed by statute and common law relating to health and safety; and

9.1.6      be responsible (at its own cost) for the performing or procuring the performance of the Customer Responsibilities including preparing the relevant premises for the supply of Products.

9.2    If LamasaTech’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s Personnel (including any failure to perform or procure the performance of the Customer Responsibilities or any delays or postponements by the Customer of any installation dates specified by LamasaTech, of dates for scheduled service visits or otherwise) then:

9.2.1      LamasaTech shall be granted relief from any failure of it to carry out the Services, deliver the Products concerned or otherwise comply with its obligations under the Contract; and

9.2.2      the Customer shall be liable to pay to LamasaTech on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of opportunity to deploy resources elsewhere), subject to LamasaTech confirming such costs, charges and losses to the Customer in writing.

10.    Limitation of Liability

10.1  The Customer agrees and acknowledges that the level of the Charges takes fully into account the limits of LamasaTech’s entire financial liability (set out below) for the applicable Products supplied or to be supplied to the Customer, the Customer’s use of them, and for anything else in connection with any Contract.

10.2  Nothing in the these Terms and Conditions or in any Contract Terms shall limit or exclude the liability of LamasaTech in respect of: (i) death or personal injury caused by negligence; or (ii) fraud; or (iii) any other liability which cannot by law be limited or excluded.

10.3  Subject to Clause ‎10.2, LamasaTech shall not be liable to the Customer whether in contract, tort (including for negligence or breach of statutory duty), or for negligent or innocent misrepresentation, or otherwise, for any of the following types of loss or damage, even if LamasaTech has been advised of the possibility of such loss or damage:

10.3.1    loss or depletion of goodwill or reputation; or

10.3.2    loss of profits, or revenue, or contracts or anticipated savings; or

10.3.3    loss or damage arising from loss, or damage or corruption of data or information; or

10.3.4    loss of use; or

10.3.5    any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

10.4  Subject to Clauses ‎10.2 and 9.3, if the Customer: (1) incurs any loss arising in connection with the performance or contemplated performance of these Terms and Conditions or any Contract (whether in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise and whether or not such claim arises pursuant to an express or implied term of the relevant Contract Terms; and (2) liability for any such loss is established (a “Supplier Default”), then the total aggregate liability of LamasaTech to the Customer under the relevant Contract or otherwise shall in no circumstances exceed:

10.4.1    where the Supplier Default relates to Equipment or Software supplied by LamasaTech, the sum of the amount paid by the Customer to LamasaTech for the Rented Equipment or Software that is directly affected by the Supplier Default; and

10.4.2    where the Supplier Default relates to a Service supplied by LamasaTech, the sum of the amount paid by the Customer to LamasaTech for the service element(s) of the Service(s) that are directly affected by the Supplier Default (the “Affected Services”) during the preceding twelve months immediately prior to the act or omission giving rise to the loss (or if the event giving rise to the loss occurs during the first twelve (12) months of the Contract, the amount paid by the Customer for the Affected Services during that period).

11.    LamasaTech Warranties

11.1  LamasaTech warrants to the Customer that:

11.1.1    it has the legal right and authority to enter into Contracts and otherwise to perform its obligations under the Contract Terms;

11.1.2    it shall comply with all applicable laws in relation to its performance of Contracts;

11.1.3    in relation to any Equipment that is not Qualifying Equipment, LamasaTech shall as far as it is able pass on to the Customer the benefits of any Manufacturer’s Warranties; and

11.1.4    in relation to Qualifying Equipment only and subject always to clause ‎11.2, LamasaTech warrants that on completion of the supply of the Qualifying Equipment and for the Warranty Period the Qualifying Equipment shall be free from material defects in materials and workmanship. LamasaTech shall at its sole discretion repair or replace or pay reasonable costs for the repair or replacement of the defective Qualifying Equipment which LamasaTech’s examination confirms are defective in accordance with this clause ‎11.1.4. The repair or replacement of defective Equipment during the Warranty Period in accordance with this clause ‎11.1.4 shall not as regards to such Equipment extend the period of warranty therein provided.

11.2  The parties acknowledge and agree that:

11.2.1    the Customer shall:

(a)     make a full inspection of the Qualifying Equipment upon delivery;

(b)     notify LamasaTech with a written notice containing full particulars of any defects and the circumstances in which defects occurred, within 14 days of delivery in the case of defects apparent upon inspection and in the case of defects not so apparent provide such notification within a reasonable time of discovery (in any event within the Warranty Period); and

(i)    return the defective Equipment to LamasaTech or its authorised service depot (as directed by LamasaTech) and pay all transportation charges, duties and taxes associated with return and subsequent redelivery of the Equipment by LamasaTech to the Customer; or

(ii)   if, at LamasaTech’s election, LamasaTech arranged for a technician to visit the Customer’s installation to repair or replace the defective Qualifying Equipment, the Customer shall bear the expense of all transportation charged for the technician and his equipment, including any applicable duties and taxes, accommodation and living expenses and normal charges for the technician’s time while travelling (save that the Customer shall not be liable for any charge in respect of the technician’s time on site actually engaged in carrying out the repair or replacement of such defective Qualifying Equipment);

(c)      provide LamasaTech with working access to examine the Qualifying Equipment without cost to LamasaTech; and

(d)     take all appropriate steps to mitigate damage caused by the defective Qualifying Equipment; and

(e)     provide LamasaTech with adequate time and opportunity in which to repair or replace any part of the defective Qualifying Equipment; and

11.2.2    LamasaTech shall not be liable for the defective Qualifying Equipment if:

(a)     the defect arises because the Customer failed to follow LamasaTech’s oral or written instructions as to use or maintenance of the Qualifying Equipment or (if there are none) good trade practice;

(b)     the defect arises as a result of LamasaTech following any Third Party Specification;

(c)      the Customer or a third party alters or repairs the product of the Qualifying Equipment;

(d)     the defect is due to circumstances which existed before the transfer of risk occurred and is not as a result of fair wear and tear,

(e)     the product of the Qualifying Equipment have been subjected to improper use, accident or improper maintenance by the Customer or a third party;

(f)      the Customer prevents LamasaTech from remedying the defect.

(g)     such Equipment is not Qualifying Equipment, in which instance, LamasaTech’s only obligation shall be to, insofar as it is able, to pass on the benefit of the Manufacturer’s Warranty in accordance with clause ‎11.1.3.

11.3  The Customer’s remedies under clause ‎11.1.4 shall be in place and to the exclusion of any other remedy to the Customer in relation to the defects (including latent defects) in the Equipment including damage arising therefrom (whether the claims are based in contract, tort, negligence, indemnity or any other legal basis whatsoever). Any and all other warranties, terms and conditions, express or implied which may have otherwise applied in relation to such matter are excluded to the extent allowed under law.

11.4  Where LamasaTech repairs or re-supplies Qualifying Equipment in accordance with the foregoing provisions of this clause ‎11 or otherwise, any time specified for delivery shall be extended for such period as LamasaTech may reasonably require.

12.    Customer Warranties

12.1  The Customer warrants to LamasaTech that:

12.1.1    the Customer has the legal right and authority to enter into Contracts and otherwise to perform its obligations under these Terms and Conditions and the Contract Terms;

12.1.2    none of the information, documents, drawings, software, images, content or sounds (together with any database made up of any of these) and other materials owned or controlled by the Customer, embodied in any medium, which are supplied or made available by or on behalf of the Customer to LamasaTech in connection with a Contract infringe any Intellectual Property Rights or any right of confidence, right of privacy or right under Data Protection Law of any person;

12.1.3    in relation to its use of the Equipment, Rented Equipment and Software, neither it nor any of its employees or associated parties will attempt to or permit any person to reverse engineer, decompile, monitor or in any way replicate the coding, software or functionality of any Equipment, Rented Equipment or Software;

12.1.4    it has, and shall maintain throughout the term, the full capacity, authority and any necessary licences and approvals under applicable laws to enter into and perform its obligations contained in any Contract; and

12.1.5    it shall comply with all applicable laws in relation to its performance of all Contracts.

12.2  It is acknowledged and agreed by the Customer that:

12.2.1    in respect of Products supplied by LamasaTech, whilst LamasaTech will endeavour to use its experience and expertise to advise the Customer, LamasaTech acts as a supplier to the Customer only. The Customer assumes sole responsibility for ensuring that the Products supplied by LamasaTech meet its requirements and for results obtained from the use of the same by the Customer and for conclusions drawn from such use;

12.2.2    LamasaTech shall not have any obligation or duty, and shall not bear any liability or responsibility, in relation to any of those matters which the Customer expressly undertakes, warrants, or bears responsibility for in the applicable Contract; and

12.2.3    except as expressly set out in the Contract Terms, LamasaTech gives no warranties or guarantees and makes no representations concerning the supply of any Product, and all such warranties, guarantees, representations, and all conditions and any other terms whatsoever implied by statute or otherwise, are hereby excluded from all Contracts between LamasaTech and the Customer to the fullest extent permitted by applicable law.

12.3  The Customer undertakes to defend, indemnify, keep indemnified and hold LamasaTech harmless against any and all third party claims, actions, and proceedings, and all losses, damages, expenses and costs (including without limitation legal costs) associated therewith, where any of the same arise out of or in connection with either the Customer’s use of or access to any Product including those arising out of: (1) the failure of the Customer to observe fully or perform any of its obligations contained in a Contract; or (2) any loss, damage or injury to property or persons caused or contributed to by any act or omission of the Customer or its Personnel; or (3) any breach by the Customer of any warranty, undertaking or other terms or conditions of any Contract.

13.    Retention of Title and Risk in the Equipment

13.1  Save in the case of any circumstances where the parties expressly agree in writing to adopt Incoterms in an International Supply Contract, and subject to any agreement in writing by LamasaTech, the risk in Equipment shall pass to the Customer on delivery.

13.2  The following provisions shall, subject to clause ‎13.3, apply to all Equipment supplied by LamasaTech to the Customer:

13.2.1    upon delivery of the Equipment the Customer shall hold the Equipment solely as bailee for LamasaTech and the Equipment shall remain the property of LamasaTech until such time as the Customer shall have paid to LamasaTech and LamasaTech shall have cleared funds for the full purchase price of all Equipment, whether under the Contract or otherwise.  Until this time LamasaTech shall be entitled to recover the Equipment or any part thereof and, for the purpose of exercising such rights, the Customer hereby grants a licence to LamasaTech, its employees and agents (together with appropriate transport) to enter upon the Customer’s premises and any other location where the Equipment is situated and to remove the Equipment;

13.2.2    the Customer is hereby licensed to agree to sell on the Equipment on condition that the Customer shall inform its customer of the provisions of clause ‎13.2.1. The Customer acts as LamasaTech’s bailee in respect of any such sale and shall immediately upon receipt of the proceeds of sale, and whether or not payment has become due under clause ‎4, remit to LamasaTech the full purchase price of the Equipment sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for LamasaTech;

13.2.3    the Customer shall maintain an appropriate insurance in respect of the Equipment from the date or dates on which the risk therein passes to the Customer.  In the event of any loss or damage occurring while the Equipment remains the property of LamasaTech, the Customer shall immediately on receipt of the insurance monies remit to LamasaTech the full purchase price of the Equipment lost or damaged, less any part thereof which has already been paid, and until such amount has been so remitted, shall hold such amount as trustee and agent for LamasaTech.

13.2.4    the licences granted under this clause ‎13.2 shall be terminable forthwith at any time upon notice by LamasaTech to the Customer.

13.3  Where the parties expressly agree in writing to adopt incoterms for an International Supply Contract, property in the Equipment shall pass to the Customer in accordance with the provision of the relevant incoterm

14.    Confidentiality

14.1  Each party may be given access to Confidential Information from the other party whether in order to exercise its rights or perform its obligations under a Contract, these Terms and Conditions, or otherwise. Confidential Information shall not include information that:

14.1.1    is or becomes publicly known, other than through any act or omission of the receiving party;

14.1.2    was in the other party’s lawful possession before the disclosure;

14.1.3    is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

14.1.4    is independently developed by the receiving party, which independent development can be shown by written evidence; or

14.1.5    is required to be disclosed by law, for the purpose of legal or regulatory proceedings, by any court of competent jurisdiction or by any regulatory or administrative body or the disclosing Party’s insurers (provided that before any such disclosure, the disclosing Party shall, to the extent legally permissible, give the other party reasonable notice of the proposed disclosure).

14.2  Each party shall hold the other’s Confidential Information in confidence for the Term and for a period of five (5) years thereafter.

14.3  LamasaTech shall be entitled to disclose any Confidential Information to its employees, agents and advisors for the purposes of providing Products in accordance with a Contract, or in contemplation of providing such Products, prior to formation of the relevant Contract.

14.4  Each party shall take all reasonable steps to ensure that anyone to whom it provides (or makes available) the Confidential Information of the other party as permitted by these Terms and Conditions complies with the confidentiality provisions of these Terms and Conditions as if they were directly obliged to.

14.5  LamasaTech shall be entitled to make a public announcement concerning the existence, subject matter or terms of any Contract, the wider transactions contemplated by it, or the relationship between the parties, provided that LamasaTech shall make reasonable attempts to agree the contents of the announcement before making it. Nothing in this clause ‎14.5 shall be construed as limiting either party’s obligations under this clause ‎13.

15.    Duration and Termination

15.1  Each Contract shall commence on the Commencement Date applicable to it. Where the Offer Document includes an Initial Term then unless terminated earlier in accordance with this clause ‎15, the relevant Contract shall continue for the Initial Term and shall automatically extend for 12 months (“Renewal Term”) at the end of the Initial Term and at the end of each Renewal Term thereafter. Either party may give written notice to the other party, not later than ninety (90) days before the end of the Initial Term or the relevant Renewal Term, to terminate this Contract at the end of the Initial Term or (as the case may be) the relevant Renewal Term. Where the Offer Document does not contain an Initial Term, the Contract shall continue until LamasaTech completes the relevant supply of Products, upon which the Contract shall terminate automatically, subject to earlier termination in accordance with this Clause ‎15.

15.2  Without affecting any other right or remedy available to it, either party may give notice in writing to the other party terminating a Contract:

15.2.1    immediately, if the other party suffers an Insolvency Event; or

15.2.2    on thirty (30) days’ written notice, if the Customer does not accept any amendments to a Contract pursuant to clause ‎3.2; or

15.2.3    on fourteen (14) days’ notice, if the party has not for a continuous period of one (1) month been able to perform its obligations as a result of a Force Majeure Event; or

15.2.4    immediately, if the other party commits a breach of any material term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) Business Days of being notified in writing that it is required to do so.

15.3  Without affecting any other right or remedy available to it, LamasaTech may give notice in writing to the Customer terminating the whole (or part) of the Contract immediately if:

15.3.1    the Customer fails to pay any amount due under the Contract or any other contract between LamasaTech and the Customer on the due date for payment and remains in default not less than ten (10) Business Days after being notified in writing that it is required to make such payment;

15.3.2    the Customer commits a repeated breach of the Customer’s obligations under a Contract. A repeated breach shall be deemed to be two or more breaches of the same or any three breaches of different obligations of the Customer under one or more Contract(s) within a twelve month period, where each of those breaches have been notified in writing by LamasaTech to the Customer; or

15.3.3    the Customer commits any act or omission which could or might in the sole opinion of LamasaTech bring LamasaTech into disrepute or damage the reputation of LamasaTech; or

15.3.4    the Customer breaches clauses ‎9, ‎11.3, ‎13, ‎16 or ‎17 (or otherwise challenges the Intellectual Property Rights of LamasaTech).

15.4  Without limiting its other rights or remedies, LamasaTech may suspend performance of all or any part of its obligations under a Contract or any other contract between the Customer and LamasaTech if the Customer becomes subject to any of the events listed in clauses ‎15.2 or ‎15.3.1 to ‎15.3.4 (inclusive) or LamasaTech reasonably believes that the Customer is about to become subject to any of them. LamasaTech shall have no liability to the Customer for any losses, damages, expenses or costs that the Customer may incur by reason of such suspension.

15.5  On termination of the Contract for any reason:

15.5.1    save for the licence granted at clause ‎17.3, all other rights and licences of the Customer under the Contract shall terminate upon termination of the Contract;

15.5.2    the Customer shall, as soon as reasonably practicable, return or destroy (as directed in writing by LamasaTech) any documents, handbooks or other information provided to it by LamasaTech or data for the purposes of this Contract, including all documents and materials (and any copies) containing, reflecting, incorporating or based upon LamasaTech’s Confidential Information.

15.5.3    the Customer shall at its own cost, as soon as reasonably practicable, return all of the equipment and materials owned by LamasaTech or any third party, failing which, LamasaTech may enter the relevant premises and take possession of them and the Customer shall pay all reasonable expenses incurred by LamasaTech in taking possession of such equipment and materials. Until these are returned or repossessed, the Customer shall be solely responsible for their safe-keeping;

15.5.4    LamasaTech may destroy or otherwise dispose of any of the Customer’s, storage media, software, equipment or other items in its possession unless LamasaTech receives, no later than ten (10) days after the effective date of the termination of this Contract, a written request for their delivery to the Customer. LamasaTech will use its reasonable endeavours to deliver the same to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination) and provided that the Customer meets any charges that LamasaTech may charge for providing such assistance. The Customer shall pay all reasonable expenses incurred by LamasaTech in returning or disposing of them;

15.5.5    the Customer shall immediately pay to LamasaTech all of LamasaTech’s outstanding unpaid invoices (together with any accrued interest if such invoices are outside their payment terms) and, in respect of Products supplied but for which no invoice has been submitted, LamasaTech may submit an invoice, which (notwithstanding anything to the contrary in the Contract or these Terms and Conditions) shall be payable immediately on receipt of invoice.

15.6  If prior to the expiry of the Initial Term or any Renewal Term, the Customer terminates this Contract for any reason other than as set out in clause ‎15.2, then in addition to any outstanding amounts payable in respect of clause ‎15.5.5, the Customer shall be obliged to pay to LamasaTech by way of compensation, the balance of the Charges the Customer would have paid over a period equal to the unexpired residue of the Initial Term or (as the case may be) the Renewal Term immediately prior to the date of termination of this Contract, less such discount as LamasaTech shall reasonably apply to such balance in its discretion to reflect any savings in overheads. Any such payment shall become due within three (3) Business Days of receipt of invoice. The Supplier and the Customer confirm that any sums calculable and payable pursuant to this clause ‎15.6 represent a genuine pre-estimate of LamasaTech’s loss

15.7  Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry and shall not affect the continuation after termination or expiry of any provision expressly stated to survive or implicitly surviving termination (including for the avoidance of doubt, clauses ‎10, ‎13, ‎19.13, ‎19.14 or ‎20).

16.    Data Protection

16.1  For the purposes of this Clause ‎16, “controller”, “processor”, “data subject”, “personal data”, “process” and “processing” shall have the meanings given to them in the Data Protection Law.

16.2  Each party warrants to the other that it will process personal data in compliance with Data Protection Law. This clause 13.2 is in addition to, and does not relieve, remove or replace a party’s obligation under the Data Protection Law.

16.3  The parties acknowledge that for the purposes of Data Protection Law, the Customer shall be the controller and LamasaTech shall be a processor from the point any such personal data is transferred to (or otherwise shared) by the Customer to LamasaTech (“Customer Data”).

16.4  Without prejudice to the generality of clause 13.2 , the Customer warrants to LamasaTech that it has the legal right (including all necessary appropriate consents and notices) to disclose all personal data that it does in fact disclose to LamasaTech under or in connection with these Terms and Conditions or any Contract, and that the processing of that personal data by LamasaTech for the purpose of providing any Products, fulfilling any of its obligations under the Contract, and complying with all of its legal and regulatory obligations  in accordance with these Terms and Conditions (“Permitted Purpose”) will not breach any Data Protection Law.

16.5  If, notwithstanding the intentions of the parties set out at clause ‎16.3, LamasaTech processes personal data as a controller, it shall comply with the provisions of the Data Protection Law imposed on a controller.

16.6  LamasaTech shall, in relation to any personal data processed for the Customer in connection with a Contract or pursuant to these Terms and Conditions:

16.6.1    process that personal data only for the Permitted Purpose and otherwise in accordance with the lawful, reasonable and documented instructions of the Customer, unless LamasaTech is required by the laws of any member of the European Union or by the laws of the European Union applicable to LamasaTech to process personal data, in which case LamasaTech shall, to the extent permitted by such law, inform the Customer of that legal requirement before processing that personal data;

16.6.2    having regard to the state of technological development and the cost of implementing any measures, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such personal data, and against accidental loss or destruction of, or damage to such personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of, and access to, personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

16.6.3    ensure that all Personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

16.6.4    ensure that it will not transfer personal data provided to it by the Customer outside of the European Economic Area (“EEA”) unless such transfer is undertaken in accordance with applicable Data Protection Law;

16.6.5    assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and

16.6.6    notify the Customer without undue delay on becoming aware of a personal data breach.

16.7  In relation to any person (including any third party but excluding an employee of LamasaTech) appointed by or on behalf of LamasaTech to process personal data on behalf of the Customer in connection with a Contract or these Terms and Conditions (each a “Sub-processor”):

16.7.1    Customer acknowledges and hereby authorises LamasaTech to engage in connection with the performance of any Contract those Sub-processors set out in Schedule 1 (“Approved Sub-processors”) to these Terms and Conditions, which includes the identities of those Sub-processors and their country of location;

16.7.2    LamasaTech may amend and update the Approved Sub-processors list by providing written notice to the Customer of any proposed new Sub-processor. The Customer may notify LamasaTech promptly in writing within ten (10) Business Days after receipt of LamasaTech’s notice if the Customer has a reasonable basis for objecting to a new Sub-processor. LamasaTech shall not appoint (or disclose any Customer Data to) that proposed Sub-processor until reasonable steps have been taken to address the objections raised by the Customer and the Customer has been provided with a reasonable written explanation of the steps taken;

16.7.3    prior to giving any Sub-processor access to any personal data in respect of which the Customer is controller (“Customer Data”), LamasaTech  shall ensure that such Sub-processor has entered into a written agreement with LamasaTech including terms in the contract between LamasaTech and the Sub-processor which are substantially the same as those set out in this clause 13 and the requirements of article 28(3) of the GDPR; and LamasaTech shall remain fully liable to the Customer for any failure by a Sub-processor to fulfil its obligations in relation to the processing of any Customer Data under the relevant Contract; and

16.7.4    to the extent that such sub-processing does not occur in the EEA, or in circumstances or a country that is the subject of a valid adequacy decision by the European Commission (“Restricted Country”), LamasaTech may only authorise a Sub-processor to process Customer Data in a Restricted Country if, the Standard Contractual Clauses are at all relevant times incorporated into the agreement between on the one hand LamasaTech and on the other hand the Sub-processor, or if requested by the Customer and required by Data Protection Law, procure that the Customer shall enter into (or procure that any relevant third party enters into) a data controller to data processor data transfer agreement, incorporating  Standard Contractual Clauses.

16.8  The Customer acknowledges that LamasaTech is reliant on the Customer as controller for direction as to the extent to which LamasaTech is entitled to use and process Customer Data. Consequently, LamasaTech will not be liable for any unauthorised or non-compliant use, loss, access or other processing of Customer Data (or any other personal data) or any claim brought by a data subject arising from any act or omission by LamasaTech, to the extent that such action or omission resulted directly from the Customer’s instructions and/or the Customer’s failure to provide instructions. The Customer shall indemnify and hold LamasaTech harmless against all losses, liabilities, costs (including reasonable legal costs), fees, expenses, actions, procedures, claims, demands and damages (including the amount of damages awarded by a court of competent jurisdiction or any penalties and fines levied by any governmental, regulatory or other competent authority that regulates and/or supervises any of LamasaTech, the Customer and/or either of their activities (including activities of Customer using the Products)) that LamasaTech suffers or incurs as a result of the Customer’s instructions, and/or the Customer’s failure to provide instructions (whether as a result of a claim by a data subject or otherwise).

17.    Intellectual Property Rights

17.1  Nothing in these Terms and Conditions or any Contract shall operate to assign or transfer any Intellectual Property Rights from LamasaTech to the Customer, or from the Customer to LamasaTech. Notwithstanding the foregoing, LamasaTech shall be entitled to use, develop and share knowledge, experience and skills of general application gained through performing the Services.

17.2  Where this clause ‎17.2 is expressly identified as being applicable in the Offer Document (but not otherwise), the Customer shall acquire ownership of the Project Deliverables and the Intellectual Property Rights subsisting in the same (but excluding any rights in any Third Party Software and any Intellectual Property Rights created by LamasaTech before (or independently of) the Contract relating to those Project Deliverables) on payment in cleared funds of every part of the Charges relating to the Services pursuant to which those Project Deliverables were created.

17.3  Where clause ‎17.2 is not identified as being applicable in the Offer Document, then LamasaTech shall, on payment in cleared funds of every part of the Charges relating to the Services, grant to the Customer to the extent that it is lawfully able to do so a non-exclusive, non-assignable, non-sub-licensable, perpetual, royalty free licence to use the Intellectual Property Rights in any product of the Services (the “Licensed Rights”) for the commercial business purposes identified in the Offer Document. The Licensed Rights shall not be used for any other purpose without prior written consent of LamasaTech and the grant of the licence  shall not restrict or prevent LamasaTech from using or licensing any of the Licensed rights (or any other Intellectual Property Rights of LamasaTech) for any purpose whatsoever at any time.

18.    Non-Solicitation of Personnel and Employment Liabilities

18.1  The Customer must not, without the prior written consent of LamasaTech, either during the relevant Term or within the period of twelve (12) months following the end of the relevant Term, engage, employ or solicit for engagement or employment any Personnel of LamasaTech who have been involved in any way in the negotiation or performance of a Contract.

18.2  The Customer agrees that if they breach the provisions of clause ‎18.1 by successfully soliciting, interfering with, procuring or enticing away any employee or contractor of LamasaTech, they shall pay LamasaTech promptly upon the written demand of LamasaTech a sum equivalent to half the annual salary or fees paid by LamasaTech to the person so solicited immediately before that person leaves LamasaTech’s employment or ceases to be engaged by LamasaTech.

18.3  The Customer agrees that the amount referred to in clause ‎18.2 represents a reasonable pre-estimate of the loss and damage which LamasaTech would suffer in the event of the circumstances described in cause ‎18.2 arising.

18.4  The provisions of this clause ‎18 are without prejudice to the right of LamasaTech to seek interim remedies through the court or otherwise in respect of the matters contemplated by it.

18.5  The parties agree that on the expiry or termination of a Contract, there will be no relevant transfer as defined in the Regulations and as a result no LamasaTech Personnel or any other individual shall transfer their employment to the Customer or any future supplier of the Customer. The Customer shall indemnity LamasaTech for all losses, liabilities, costs (including reasonable legal costs), fees, expenses, actions, procedures, claims, demands and damages (including the amount of damages awarded by a court of competent jurisdiction incurred by LamasaTech (including all redundancy costs) if, notwithstanding the provisions of this ‎18.5, any Personnel or other individuals do transfer to LamasaTech or any future supplier to the Customer.

19.    General

19.1  The Contracts may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by either party without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), save that LamasaTech may, after having given prior written notice to the Customer, assign and transfer all of its rights and obligations under a Contract: (i) for the sole purpose of a scheme for a solvent amalgamation; or (ii) to any person to which it transfers all of its business.

19.2  Any notice given under the Contract must be in writing and must be delivered personally or sent by recorded delivery or by email to the party to whom it is being given at the address, and marked for the attention of the person, specified in the Offer Document or to such other address, or marked for the attention of such other person, as the applicable party may from time to time notify to the other party in accordance with this clause ‎19.2. A notice delivered or sent in accordance with this clause ‎19.2 will be deemed to have been given, if delivered personally or by recorded delivery, at the time of delivery or, if sent by email, at the time of transmission and in proving the giving of a notice, it shall be sufficient to show that delivery was made or that the email was properly addressed and transmitted, as the case may be, save that email notices do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.3  LamasaTech will not be liable to the Customer for any failure to perform or for any delay in performance under this Contract to the extent such non-performance or delay is caused by a Force Majeure Event, provided that if any period of failure or delay continues for more than 60 days the Customer will be entitled to terminate the Contract by notice in writing to LamasaTech, in which case neither party shall have any further liability to the other (save for any rights and liabilities accrued prior to such termination).

19.4  No delay in exercising, or failure to exercise, any right, power or remedy provided by law or under this Contract shall be construed as a waiver of any such right, power or remedy.

19.5  Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19.6  These Terms and Conditions and any Contract created under them represent the whole agreement and understanding between the parties relating to the Products and replaces all other arrangements, agreements, understandings, statements, representations, warranties, undertakings or promises (whether in writing or not) made between the parties on the subject (“pre-contractual statements”) including any heads of agreement related to the subject matter of these Terms and Conditions and/or the relevant Contract.

19.7  Without prejudice to Clause ‎19.6, each party warrants to the other that, in entering into a Contract, it has not relied on and shall have no remedy in respect of any pre-contractual statements. Nothing in clauses ‎19.6, ‎19.7, or otherwise in these Terms and Conditions or in any Contract, is intended to limit either party’s liability for fraud (including fraudulent misrepresentation).

19.8  The Customer acknowledges and confirms that they have had an opportunity to carry out a thorough due diligence exercise in relation to the supply of the Products, including asking questions they consider are relevant and making their own respective enquiries to satisfy themselves as to the accuracy and completeness of any information received including the completeness and accuracy of the Offer Document, and has raised all relevant due diligence questions with LamasaTech before the relevant Commencement Date and has entered into the relevant Contract in reliance on its own due diligence.

19.9  If at any time any provision of these Terms and Conditions or any Contract is or becomes illegal, invalid or unenforceable, that shall not affect or impair the legality, validity or enforceability of any other provision of them. The parties shall use their respective reasonable endeavours to replace any illegal, invalid or unenforceable provision by a valid provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

19.10       The Customer shall from time to time at its own cost do or procure the doing of all such acts and things, and execute or procure the execution of all such documents in a form reasonably satisfactory to LamasaTech, which LamasaTech may reasonably require for the purpose of giving full effect to these Terms and Conditions and any Contract created under them.

19.11       No person who is not a party to these Terms and Conditions or a Contract or shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, the Contract.

19.12       This Contract and any disputes or claims arising out of its subject matter or formation (including any non-contractual dispute or claim) shall be governed by and construed in accordance with English law.

19.13       Subject to clause ‎19.13, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and waives any objection which it may have now or in the future to the courts of England and Wales being nominated for the purpose of this Clause on the ground of venue or otherwise and agrees not to claim that any such court is not a convenient or appropriate forum.

19.14       Each party submits to the non-exclusive jurisdiction of the courts of England and Wales for the purposes of: (i) enforcing any judgment or award made by the courts of England and Wales or (ii) seeking emergency injunctive relief in any territory where the other party has disclosed or threatens or is likely to disclose any Confidential Information in breach of these Terms and Conditions or the relevant Contract Terms, in order to prevent, restrain or curtail such disclosure, or to prevent, restrain or curtail the infringement or unauthorised use of any of  its Intellectual Property Rights.

20.    Definitions and interpretation

20.1  In these Terms and Conditions, unless the context otherwise requires:

20.1.1    terms in any Offer Document or Supplemental Terms unless stated otherwise shall have the same meanings as are given to them in these Terms and Conditions;

20.1.2    references to clauses and schedules are to clauses of, and schedules to, these Terms and Conditions (including as the same may be incorporated into a Contract);

20.1.3    references to the singular include the plural and vice versa and references to one gender include all genders;

20.1.4    references to a “person” include any company, partnership or unincorporated association (whether or not having separate legal personality) and references to a “company” include any company, corporation or other body corporate (wherever and however incorporated or established);

20.1.5    a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

20.1.6    subject to clause ‎19.2, which specifies that service of any proceedings or other documents in any legal action may not be served by email, a reference to “writing” or “written” includes emails (but not faxes) and each party warrants that it has the ability to open Adobe PDF files.

20.1.7    the words “include(s)” and “including” are to be construed as if followed by the words “without limitation”; and

20.1.8    references to a “month” are to a calendar month.

20.2  The schedules form part of these Terms and Conditions and shall have the same force and effect as if set out in the body of these Terms and Conditions and any reference to these Terms and Conditions shall include the schedules.

20.3  In these Terms and Conditions, the following terms have the following meanings:

20.4  The headings in Terms and Conditions are included for convenience only and shall be ignored in interpreting the Contract.

SCHEDULE 1

APPROVED SUB-PROCESSORS