and _________________________________________ ‘the Customer’

1. General Terms And Conditions
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1. The supply of all products and services to the Customer by 4SQR is subject to a contract (‘the Contract) consisting of the terms of this Master Agreement (‘these Terms’) and a written agreement between the Parties relating to the supply of Services or Products which references these Terms. (‘Specific Agreement’)
2. In any Contract the following words shall have for the following meanings:

Confidential Information	means data documentation and information including but not limited to business professional and technical information which is marked confidential or which is by its nature confidential, the 4SQR Products and the terms of any Contract.
Authorised Representative	means any director or other duly authorised employee of 4SQR or of the Customer.
Documentation	means any documentation of the 4SQR Products provided by 4SQR at 4SQR’s sole discretion.
Fees	means those charges and fees for the 4SQR Products and Services set out herein or in the relevant Specific Agreement.
4SQR Products	means any products licensed or sub-licensed by 4SQR as set out in the relevant Specific Agreement.
Party	means either 4SQR or the Customer.
Services	means any services provided by 4SQR for or on behalf of the Customer.
Term	means the period set out in the relevant Specific Agreement starting upon the Commencement Date of the relevant Specific Agreement.

3. The provision of all Products and Services is subject to the terms of the Disclaimer which is hereby acknowledged by the Customer.
4. In consideration for the payment of the Fees 4SQR shall provide the Products and Services expressly defined in a Specific Agreement.
5. These Terms are subject to extension, amendment and qualification by the relevant Specific Agreement. In the event of inconsistency between the terms of a Specific Agreement and these Terms, the Specific Agreement shall prevail.
6. Any supply of Products or Services by 4SQR otherwise than under a Specific Agreement shall be covered by these Terms.
7. The Contract constitutes the entire agreement between the Parties with respect to the subject matter contained herein. All other terms, conditions and warranties whether express or implied, statutory or otherwise, and all representations, statements, negotiations, understandings and undertakings either written or oral made before or after the date of any Specific Agreement are excluded and superseded except where they are specifically agreed after the date of any Specific Agreement in writing by an Authorised Representative from both Parties; or are implied and the exclusion of which is not permitted by law.
8. No estimate, budgetary quotation or proposal which is given to the Customer in connection with the supply of Services or Products shall be construed as part of the Contract unless specifically incorporated in writing into the Contract. No estimate or budgetary quotation shall be deemed open for acceptance by the Customer.
9. Any offer by 4SQR to provide Products or Services shall unless specified otherwise only be open for acceptance by the Customer for 30 days from the date of issue by 4SQR.
10. 4SQR is entitled to sub-contract all or any part of its rights and obligations herein.
2. Fees            <back to top>
1. The Fees payable to 4SQR in respect of the supply of Products or Services are calculated with specific reference to the terms, conditions, obligations undertaken, warranties and representations made by 4SQR. Any change in terms and conditions agreed will entitle 4SQR to change the Fees.
2. Except where otherwise specified under the relevant Specific Agreement the Customer agrees to pay the following:
1. all mantime used in the supply of a Service charged on a time and materials basis and all Services and Products supplied by 4SQR charged at the then applicable rates.
2. the cost of business class travel, transportation, costs of carriage, packaging, shipping media and any reasonable expenses incurred by 4SQR its staff or sub-contractors in the supply of Services or 4SQR Products. Expenses for car travel will be incurred at a mileage rate notified by 4SQR from time to time.
3. Where Services are provided on a time and materials basis:
1. 4SQR records of the same shall (in the absence of manifest error) be binding proof of Services provided;
2. fees per day shall be for 7.5 hours work during Normal Working Hours;
3. such fees shall be invoiced monthly in arrears.
4. Where 4SQR agrees to provide Services for an agreed fixed fee (‘Fixed Price’) the Fixed Price relates solely to the written specification agreed between the Parties or in the absence or ambiguity of such a specification to 4SQR’s understanding of requirements for the Services at the time of setting the Fixed Price. Additional mantime or other resources required to provide Services in accordance with any new, changed or more specific requirements notified or discovered after that date will be charged on a time and materials basis at the then applicable fees in addition to the Fixed Price.
5. Except as otherwise set out herein payment of invoices shall be made to 4SQR in full without discount deduction or counterclaim of any kind within 30 days of the invoice date.
6. 4SQR shall have the right to charge interest from the due date to the actual date payment is received on overdue invoices without further notice at a rate of 4 per cent per annum over the base rate of National Westminster Bank plc for the time being in force.
7. In the event that the Customer disputes any 4SQR invoice then the Customer shall notify 4SQR promptly and in writing of the nature and detailed basis of the dispute, in any event such notice shall be provided within 30 days of the invoice date. In the event of such a dispute the Customer shall be entitled to withhold the disputed amount for a further 30 days during which both Parties shall work diligently to resolve the dispute.
8. The Fees are exclusive of value added tax and other taxes duties levies or other deductions or withholdings. The Customer shall be obliged to pay in addition to the Fees and in accordance with clause 1.1 any such amounts notified to it.
3. Licence            <back to top>
1. In the event that the Specific Agreement provides for the licence of a 4SQR Product the terms of this clause 2 shall apply to the licence.
2. Subject to the relevant Specific Agreement 4SQR grants the Customer and the Customer accepts a non-exclusive licence for the Designated Users up to the User Limit to use the 4SQR Product for the Term in accordance with the provisions of the Contract and to use the Documentation to support the authorised use of the 4SQR Products. (‘the Licence’)
3. Where the relevant specific Agreement sets out a Designated Project then the 4SQR Product may not be used for any purpose other than fulfilling the objective of the Designated Project.
4. Except as set out in the relevant Specific Agreement the Licence is personal to the Customer and the Customer agrees to use the 4SQR Products for its internal business purposes only. The Licence may not be sold, sub-licensed, shared, or assigned to any other firm, person or corporation. Use of the 4SQR Products for time-sharing, bureau use or outside sale or gift and the like is expressly prohibited.
5. From time to time and at 4SQR’s sole discretion, 4SQR may supply the Customer with a release of the 4SQR Product or part thereof which enhances extends or amends the functionality of the 4SQR Product.(‘4SQR Product Upgrade’). The 4SQR Product Upgrade shall be subject to the same Licence conditions as the 4SQR Products to which it is an upgrade.
6. The Licence shall commence on the Commencement Date and continue for a period of one year unless otherwise agreed.
7. The Customer shall pay 4SQR the Licence Fee set out in the Specific Agreement that shall be invoiced upon signature by the Customer of the Specific Agreement or first use of the 4SQR Product by or on behalf of the Customer whichever is the sooner.
4. Warranty
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1. 4SQR warrants that it is entitled to grant the rights given in the Contract.
2. 4SQR does not warrant that the use of the 4SQR Products shall be uninterrupted or error free.
5. The Customer Obligations
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1. The Customer shall supply to 4SQR any information and data deemed necessary by 4SQR to provide the Services or for the use of the 4SQR Products. The Customer shall ensure any information supplied or used is complete, consistent and accurate and shall be responsible for any deficiency in the information and/or data supplied.
2. The Customer shall make any presentation or use of the 4SQR Product or its results subject to the terms of the Disclaimer.
3. The Customer agrees not to use the 4SQR Products other than as set out in a Specific Agreement
4. The Customer agrees to take any reasonable action requested by 4SQR to satisfy the obligations under the Contract with respect to use, copying, modification and protection of the 4SQR Products and if the Customer becomes aware that any third party is infringing any of 4SQR’s intellectual property rights in the 4SQR Products to notify 4SQR promptly of circumstances surrounding any use, possession or knowledge of any part of the 4SQR Products outside the terms of the Agreement and shall give to 4SQR, at 4SQR’s cost, such assistance it may reasonably require in enforcing such intellectual property rights.
5. The Customer shall ensure that all Designated Users are competent (including being suitably skilled and trained) to use the 4SQR Products taking account of the purpose for which such users are making use of the 4SQR Products.
6. Intellectual Property
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1. The Customer acknowledge that they own no copyright or other intellectual property rights in the 4SQR Products provided under any Contract or in any modification or extension thereof whether such modification or extension is carried out by 4SQR, The Customer or a third party.
2. Copyright and all other intellectual property rights in any modification or extension to the 4SQR Products shall become the property of 4SQR.
3. The Customer shall not delete proprietary information, copyright or trade mark notices if any appearing 4SQR Product. Further The Customer will ensure that all copies of the 4SQR Products made by it under the Contract shall carry a copyright notice in a form approved by 4SQR.
4. The Customer undertakes that it shall ensure that only those authorised under the Contract to have access to the 4SQR Products and that those having access will not make copies in whole or in part of any Products (except as provided herein or under the relevant Specific Agreement) or of any know-how relating thereto whether supplied before on or after the date of any Specific Agreement and ownership of such copies shall vest in 4SQR.
5. The Customer shall not reverse engineer or attempt to reverse engineer the 4SQR Products nor shall the Customer attempt to break any security built into the 4SQR Products.
7. Liability And Indemnity            <back to top>
1. This Clause 6 prevails over all other clauses in the Contract.
2. Neither Party excludes or limits its liability to the other Party for death or personal injury caused by its negligence.
3. The liability of either Party in respect of loss or damage to tangible property of the other Party caused solely by its negligence shall not exceed two hundred and fifty thousand pounds sterling (£250,000).
4. 4SQR shall not be liable for any loss of profit, production, anticipated savings, goodwill or business opportunities or any type of indirect, economic or consequential loss even if that loss or damage was reasonably foreseeable or that party was aware of the possibility of that loss or damage arising.
5. Except as provided in clauses 6.2 and 6.3, 4SQR shall not be liable to The Customer for any loss or damage however caused which may be suffered by The Customer directly or in-directly as a result of any failure or omission by 4SQR to comply with its obligations under the Contract.
6. Where any law implies in the Contract any term, condition or warranty and that law avoids or prohibits any provision in the contract excluding or modifying the application of or exercise of, or liability under such term, condition or warranty, such term, condition or warranty shall be deemed to be included in the Contract. However, the liability of 4SQR for any breach of such term, condition or warranty shall be limited to the value of the fees paid to 4SQR by the Customer under the relevant Contract .
7. 4SQR shall not be liable for any claim made more than 1 year after the date of the incident that gave rise to the claim.
8. The Customer shall fully indemnify and hold 4SQR harmless in respect of any claims by third parties that are caused by or arise from any act or omission of 4SQR or of any employee, agent or sub-contractor carried out pursuant to instructions of the Customer.
9. 4SQR shall not be liable for any loss, damage or delay in providing any Products or Services caused by, arising from or contributed to by the Customer’s failure to comply with its obligations under the Contract.
10. 4SQR shall indemnify the Customer against any claim that the normal use or possession of the 4SQR Products infringes the intellectual property rights of any third party provided that 4SQR is given immediate and complete control of such claim, that the Customer does not prejudice 4SQR’s defence of such claim, that the Customer gives 4SQR all reasonable assistance with such claim and that the claim does not arise as a result of the use of the 4SQR Product otherwise than in accordance with the terms of the Contract or with any equipment or programs not approved by 4SQR. 4SQR shall have the right to replace or change all or any part of the 4SQR Products in order to avoid any infringement. The foregoing states the entire liability of 4SQR to the Reseller in respect of the infringement of the intellectual property rights of any third party.
8. Force Majeure
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1. Other than as to the payment of Fees neither Party will be liable for delay in performing obligations or for failure to perform obligations under these Terms if the delay or failure resulted from circumstances beyond either Parties reasonable control including but not limited to, act of God or governmental act, flood, fire, explosion, accident, civil commotion, industrial dispute, or transportation or communications problems, or impossibility of obtaining materials (‘Event of Force Majeure’).
2. Each Party agrees to give written notice as soon as reasonably possible to the other on becoming aware of an Event of Force Majeure and such notice shall contain details of the circumstances giving rise to the Event of Force Majeure.
9. Data Protection Act
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1. Both Parties agree that they will at all times comply with their obligations under the Data Protection Act (1998). Subject to clause 6 of these Terms each party will indemnify the other against all actions, claims and expenses whatsoever which arises out of any breach of this provision.
10. Confidentiality            <back to top>
1. The Parties agree to treat in confidence the other's Confidential Information and except as otherwise agreed herein not to disclose any Confidential Information to any person or entity other than its own employees under conditions of confidentiality and then only to the extent required for proper execution of any Specific Agreement.
2. If 4SQR appoints a sub-contractor to supply Products or Services then 4SQR may disclose such Confidential Information to that sub contractor to for the purpose of such supply under the same conditions of confidentiality.
3. The Parties further agree to ensure that those authorised under the Contract to access the other Party’s Confidential Information are contractually bound to treat that Party’s Confidential Information in confidence.
4. Nothing contained herein shall be construed to impose a confidentiality obligation on a Party in respect of:
1. any matter appearing in public literature or otherwise within the public domain unless the information is in the public domain as a result of a breach of these Terms or any Specific Agreement by that Party; or
2. any information or knowledge possessed by that Party prior to disclosure to it by the other or rightfully acquired from sources other than the other Party; or
3. any information or knowledge acquired in a bona fide arm's length transaction by the Party making the disclosure.
5. Upon any termination of the Contract, each Party shall cause all Confidential Information belonging to the other Party in whatever medium it is held to be returned, deleted or destroyed according to the written instructions of the other Party.
6. Any publicity to be issued in connection with a Contract (including any dispute arising) shall only be issued subject to prior written consent from the Parties, such consent shall not be unreasonably withheld.
7. Nothing herein shall prevent 4SQR from announcing the existence of a Contract and the nature and value of the Products and Services to be provided to the Customer.
8. The provisions of this clause 9 shall survive termination of the Contract.
11. Personnel             <back to top>
1. Without in any way restricting the right of an employee freely to accept and change employment neither Party shall induce an employee of the other Party to enter its service at any time during the supply of the Services or Products.
2. In the event that a Party is found to be in breach of clause 10.1 then that Party shall pay the other Party by way of liquidated damages an amount equal to the gross annual salary, as at the time of the breach, of the employee concerned. Such a payment shall not prejudice to the other Party’s right to seek injunctive relief.
3. The Customer shall take all reasonable precautions to ensure the health and safety of 4SQR personnel, agents and sub-contractors while they are on the Customer's premises.
4. The Customer shall be responsible to ensure that an appropriate representative of the Customer shall be present at all times that the Services are being performed by 4SQR on the Customer’s premises.
12. Termination
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1. 4SQR shall be entitled to terminate any contract or suspend the provision of any Services or supply and licence of Products
1. if settlement of any invoice from 4SQR is overdue and the Customer continues to be in default for 30 days after written notice of default has been given to it by 4SQR;
2. immediately if the Customer is in breach of clause 5.5.
2. Without prejudicing any rights hereunder either Party shall be entitled to terminate forthwith any Contract by notice in writing upon any one of the following:
1. the other Party has committed a material breach or persistent breaches of the Contract and continues such default for 30 days after written notice has been given to such Party with a request that such breaches are rectified and no such rectification takes place;
2. the other Party passing a resolution for winding up (save for the purpose of bona fide amalgamation or reconstruction and where the amalgamated or reconstructed company agrees to adhere to these Terms and any Specific Agreement) or suffering a winding-up order being made against it or going into administration;
3. a receiver or administrative receiver being appointed or an encumbrancer takes possession of the undertaking or assets (or any part thereof) of the other Party;
4. the other Party being unable to pay its debt (within the meaning of section 123 of the Insolvency Act 1986 or any statutory re-enactment or modification thereof) or ceases to or threatens to cease to carry out its business or enters into a composition with its creditors;
5. within six (6) months of distress or execution being levied against any property of the other Party.
3. No termination of the Contract however occasioned shall affect any accrued rights or liabilities of either party.
4. Upon termination of any Contract for any reason the Customer agrees
1. to return all copies of the 4SQR Products and other Confidential Information
2. delete the same from any equipment upon which it has been installed by the Customer within 7 days of termination and provide 4SQR with confirmation signed by a Director of The Customer that this has been done within 7 days of a request for such by 4SQR.
13. Notice
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1. Any notice given under these Terms must be given in writing and sent or delivered by hand, post, or fax to the other Party at the registered address or such other address that that Party may notify to the other from time to time provided that any notice;
1. delivered by hand shall be deemed to have been given when deposited at the appropriate address;
2. sent by post shall be deemed to have been given 2 days after a first class registered letter is posted to the appropriate address;
3. sent by fax shall be deemed to have been given on transmission to the correct number provided that such notice is confirmed within 2 days as in a) or b) above.
14. General
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1. No failure, delay or indulgence on the part of either Party in exercising any power or right under the Contract shall operate as a waiver of such power or right.
2. If any provision of the Contract shall be held by a court of competent jurisdiction to be invalid or voidable such provision shall be struck out and the remainder thereof shall stand in full force and effect.
3. Neither Party may assign any Contract or any of its rights and obligations thereunder without the prior written consent of the other save that 4SQR may assign any Contract relating to a 4SQR Product to any company that becomes the owner of the 4SQR Product.
4. In these Terms or any Specific Agreement:
1. any singular shall be deemed to include the plural and the plural shall be deemed to include the singular unless the context requires otherwise;
2. where a word or a phrase is defined, its other grammatical forms have a corresponding meaning;
3. a reference to gender includes all genders;
4. clause headings are inserted for convenience of reference only and shall have no effect in interpreting the Contract;
5. a reference to a person includes a body corporate, an unincorporated body or other entity and vice versa unless the context requires otherwise..
15. Law            <back to top>
         These Terms and any Contract shall be governed by English law and the Parties agree to submit to the non-exclusive jurisdiction of the English courts.