Consultancy and Support Services

In serving our clients, DayBook Ltd operates according to the following conditions and arrangements, unless there is written agreement to any amendments. Together with the following they form the entire contract between DayBook Ltd and the Client: Terms of Reference relating to a specific consultancy project

1. Confidentiality
To protect the interest of our Clients, DayBook Ltd consultants are under contract which reinforces their professional obligation not to disclose information confidential to the Client.
2. Completion of contract
Where Terms of Reference exist for specific assignments, those assign-ments are restricted to the work as specified in the Terms of Reference. The time to complete our work and the measure of its success depend to a degree on factors outside our control. We are limited, therefore, to giving an estimate of the time required and the results obtainable based on the information made available by the Client. Any such esti-mates, and any confirmation or variation of them in subsequent cor-respondence or reports, although given in all good faith, shall not be deemed to be undertakings, warranties, or contractual conditions.
Where Terms of Reference do not exist, (as in the case of training, some on-going consultancy work, technical support, system manage-ment services, etc.) all work shall be charged on the basis of actual time worked, based on DayBook Ltd current published hourly rates unless otherwise specified prior to the start of the work. Such work shall be deemed to have been completed when the consultant or temporary worker departs from the Client’s premises.
3. Personnel
Normally the supply of personnel will be subject to DayBook Ltd’s standard Terms of Business, which cover its recruitment services. Should DayBook Ltd be asked by the Client to effect an introduction to an individual or organisation for purposes other than employment a minimum introduction fee of £5000 will apply, unless otherwise agreed in writing by a director of DayBook Ltd. These purposes would include, but not be limited to, business partnerships, consultancy, inven-tion, research, and software development.
4. Professional liability
All conclusions, forecasts and recommendations in any proposals, report, other documents or presentations are made in good faith and on the basis of information before us at the time and are not deemed in any circumstances a representation, undertaking, warranty or con-tractual condition. In no circumstances will DayBook Ltd be liable for loss of profit or any other consequential damages.
Should DayBook Ltd be involved in the procurement or supply of any equipment, software or services, in no event will it be liable for special and direct incidental or consequential damages; nor any dam-ages resulting from loss of use, data or profits arising out of, or in con-nection with, the equipment, software, or any related services or the use or performance of any computer, computer-related system or sub-system.
This limitation of liability shall apply to any action based on contract or tort including negligence or in the event of non-compliance with any recommendations made by DayBook Ltd in its official reports quotations or other documents (where provided) or any variation thereto or any statements or advice given verbally or in writing by DayBook Ltd or any of its agents contractors sub-contractors or employees. In no event will the total liability for any damages in any action based on contract or tort arising out of or in connection with the sale of any goods or services exceed the total aggregate amount invoiced by DayBook Ltd to the Client for the goods or services in question.
Neither party shall be liable for failure or delay in its performance of its obligations under this contract due to power cuts, strikes, wars, revolutions, fires, floods, explosion, earthquakes, government regula-tions or orders or other causes of a like nature beyond its control or from the failure of any third party to live up to its obligations.
5. Intellectual property
Intellectual property rights in any computer program, system, analytical process, copyright, product design or other work undertaken by DayBook Ltd for the Client shall remain vested in DayBook Ltd. The Client shall have free and irrevocable license to make use of them for the Client’s own purposes, subject to our invoices having been paid in full but shall not publish or circulate them outside the Client’s organisation without the written agreement of DayBook Ltd.
6. Working facilities
The Client shall make available to DayBook Ltd’s staff all information which they may reasonably require for the effective execution of their work. When DayBook Ltd’s staff are required to work on the Client’s premises, the Client will provide them with office accommodation, telephone, facsimile and minor secretarial services without charge.
7. Expenses and charges
Travelling, accommodation, subsistence, materials, consumables, hardware, software, other supplies and services, and other expenses necessarily incurred in connection with any assignment will be recharged to the Client.
8. Hardware and software sale or procurement
Any charges made by DayBook Ltd in connection with the sale and purchase of goods and services shall relate solely to such goods and services. The Client shall be responsible for all other reasonable costs and expenses of whatsoever nature arising out of or related to the goods or services or their use or results.
Without limiting the general nature of this provision, the Client shall in particular be responsible for the preparation of a site at a loca-tion previously agreed with DayBook Ltd for the installation of any equipment and software, and all electrical and cabling work necessary for any installation of equipment or software.
In the event of the equipment in proper working order being in the possession of the Client but such equipment being subsequently returned by the Client to DayBook Ltd for no valid reason the Client shall pay to DayBook Ltd a rental for such equipment for such period as it was in the possession of the Client such rental to be at the stan-dard weekly rate of DayBook Ltd from time to time and to be be payable by the Client within 14 days of written demand by DayBook Ltd.
In the event of any sale of goods to the Client, title shall remain vested in DayBook Ltd until payment has been received in full. In case of default DayBook Ltd shall have the right if it so elects to enter the premises upon which the said equipment is located and take posses-sion of and remove the same, and the Customer shall cooperate with this in all respects. In such an event DayBook Ltd may retain all pay-ments made on account of the purchase price as compensation for the use of the equipment but without prejudice to its other rights hereun-der. The equipment will, as from the time of collection/delivery be at the Client’s risk. The Client will for all purposes be deemed to have accepted the equip-ment and software seven days after the equipment shall have been installed at the Client’s premises.
9. Invoicing
The Client agrees to check all invoices on arrival and to notify the company immediately by telephone or fax of any doubts, queries, errors or omissions. In the absence of such immediate notification, all invoices shall be paid by the company within 14 days of the date of invoice. Daybook reserve the right to charge interest on all invoices which are unpaid after 30 days from the date of issue to be calculated at the rate of two and one half percent (2.5%) per month throughout the period that the invoice is overdue.
10. Arbitration
The contract between DayBook Ltd and the Client is governed by English law and the parties undertake to submit to the jurisdiction of the English Courts.

July 2003