cfs supply contract hw 011209 (3) (2)

8/14/2019 CFS Supply Contract HW 011209 (3) (2)

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Draft 3 Juneuly 2009

THIS AGREEMENT is dated [DATE] and is made between:

(1) CFS Europe Limited incorporated and registered in England and Wales with

company number [NUMBER] 04591752 whose registered office is at 237

Queenstown Road, Londond EC1A 9LA (Supplier).

(2) [FULL COMPANY NAMESpecsavers Horsham] incorporated and registered

in England and Wales with company number [NUMBER260] whose

registered office is at [REGISTERED 57 West ST Horsham RH12 1PL

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OFFICE ADDRESS](Customer).

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GENERAL TERMSAND CONDITIONS

1. INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.

Confidential Information: information of commercial value which has been

kept confidential by the party from whom the information originates and which

has not come into the public domain during the term of this agreement in

breach of any obligation of confidence.

Data Protection Legislation: all applicable data protection legislation and

regulations.

Delivery Date: the estimated delivery date specified in the relevant Order Form

on which the Supplier will deliver the Product to the Location.

Defect: an error in the Product that causes it to fail to operate substantially in

accordance with the relevant Documentation and not caused due to any fault or

negligence of the Customer.

Documentation: the operating manuals, user instructions, technical literature

and all other related materials in human-readable and/or machine-readable

form supplied to the Customer by the Supplier for aiding the use and

application of the Product.

Hardware: the computer hardware equipment provided by the Supplier to the

Customer and on which the Materials are loaded or through which they are

accessed.

Intellectual Property Rights: all vested contingent and future intellectual

property rights including but not limited to copyright, trade marks, service

marks, design rights (whether registered or unregistered), patents, know-how,

trade secrets, inventions, get-up, database rights and any applications for the

protection or registration of these rights and all renewals and extensions thereof

existing in any part of the world whether now known or in the future created to

which the Supplier may be entitled.

Loan Fee: the fee paid or payable for the Hardware (when loaned not

purchased) for the Loan Period as specified in the applicable Order Form.

Loan Period: the period specified in the applicable Order Form.

Location: the location(s) at which the Product is to be installed as specified in

the relevant Order Form.

Materials: all operating software, other software, firmware and the

Documentation which are loaded onto or accessed from the Hardware.

Normal Working Hours: the hours 8:00 am to 5:00 pm UK time Monday to

Friday except English Bank Holidays.

Order Form: the purchase order for the Product and services in the formatattached as Schedule 1 to this agreement and which references this

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agreement, or such other format containing substantially the same information

and as may be accepted by the Supplier.

On-Line Service: the provision of access to Customer and its customers to

web basedservices ordered by the Customer as more particularly described in

the applicable Order Form.

Personal Data: data that are subject to protection under Data Protection

Legislation.

Product: the Hardware and the Materials in the quantities described in an

Order Form.

Purpose: to gather customer =feedback from customers and employees of

Customer for the purpose of assisting Customer management to assess the

need for corrective action and to help Customer drive improvement in customer

service levels.

Service Charges: the charges for the applicable services ordered by Customer

and as specified in the applicable Order Form.

Support Commencement Date: the date specified in the Order Form for

commencement of Support Services for the Product. This shall be the start of

the Loan Period for loaned Products.

Support Services Period: the period specified in the Order Form for which the

Supplier will provide the Support Services to the Customer for a Product sold,

not loaned, to the Customer.

Support Services: means the maintenance services to be provided by theSupplier to the Customer for the Product.

Start Date: the date specified in the applicable Order Form as being the date

on which the Loan Period begins and being the estimated delivery date of the

Product.

Training: the training as specified in the relevant Order Form (if any), to be

provided by the Supplier to the Customer.

2. TERMSOFAGREEMENT

2.1 The Supplier shall supply to the Customer the Product, the On-Line Services,

the Support Services and any other services as ordered by the Customer and

specified in the relevant Order Form in accordance with the terms of this

agreement.

2.2 An Order Form, the General Terms and Conditions, the schedules to the

General Terms and Conditions, together with any documents referred to in

them, form an integral part of this agreement and any reference to this

agreement means the General Terms and Conditions together with the Order

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Form, schedules and all documents referred to in them, and such amendments

in writing as may subsequently be agreed between the parties.

2.3 In the event of any conflict or inconsistency between the Order Form, the

General Terms and Conditions and any schedule, the General Terms andConditions shall take precedence followed by the schedules and then the Order

Form.

2.4 In the case of this contract being translated, the English version will prevail in

the resolution of any disputes.

3. LOANOR SALEOFPRODUCT

3.1 The Supplier agrees to lend or sell (as specified in the relevant Order Form) tothe Customer the Product(s) to be delivered by the Supplier to the Customer at

the Location(s) on the Delivery Date.

3.2 The Customer agrees to keep the Product(s) at the Location(s) and to use the

Product solely for the Purpose.

3.3 The Customer agrees to abide by all applicable European Union export

regulations and shall not export or re-export the Product.

3.4 The Customer may hold and enjoy quiet possession of the Product provided it

is not in default of any of its obligations under the terms of this agreement.

3.5 Where the Product is sold to the Customer, the Customer is granted title to the

Hardware only, on delivery of the Product to the Customer. All Materials shall

remain in the ownership of Supplier (or its licensors) and Customer is granted a

licence to use such Materials in accordance with the terms of Clause 10.2 of

this agreement. As owner of the Hardware, Customer is free to treat the

Hardware as such, however, placement or use of the Hardware not in

accordance with the terms of this agreement may invalidate any warranties and

indemnities given pursuant to this agreement and may affect the provision of

the On-line Services, the Support Services and any other services to be

provided to Customer by Supplier.

4. DELIVERYANDINSTALLATION

4.1 The Supplier shall provide to the Customer from time to time copies of the

Documentation containing sufficient up-to-date information for the proper use

and maintenance of the Product.]

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4.2 The Customer may make such further copies of the Documentation as are

reasonably necessary for the use and maintenance of the Product and for

training the Customer's personnel in use of the Product.

4.3 The Customer shall be entitled to provide copies of the Documentation to anythird party who needs to know the information contained in it, provided that

such third party first enters into a confidentiality obligation in accordance with

clause c.

4.4 The Customer shall be responsible for installing the Product at the Location in

accordance with the Suppliers instructions unless otherwise agreed with the

Supplier.

4.5 Where the Supplier has agreed to install the Product at the Location for the

Customer, the Customer shall pay the applicable charges for such installation

services on a time and materials basis in accordance with Suppliers then

current rates at date of performance of installation services.

5. RISK

5.1 Risk in the Product shall pass to the Customer on delivery. If any part of the

Product shall thereafter be lost, destroyed or damaged, the Supplier shall

replace the same at the request of the Customer subject to the Customer

paying the cost of such replacement and returning the original Product (wheredamaged) to the Supplier.

5.2 It is the Customers responsibility to insure the Product once risk has passed to

the Customer.

5.3 Where applicable as identified in the relevant Order Form, the Customer shall

provide all cabling and other equipment needed for the installation of the

Product at the Location, including any equipment needed to connect and

interface the Product with the Suppliers On-Line Service and/or SupportService.

6. CHARGESAND PAYMENT

6.1 Where the Product is sold to the Customer, the Customer shall pay the

purchase price for the Hardware as specified in the relevant Order Form and

the Customer shall pay the applicable Service Charges on the dates and at the

intervals as set out in the relevant Order Form. Payment shall be made in

accordance with the terms of Clause 6.7 below.

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6.2 Where the Product is loaned to the Customer, the Customer shall pay the

Supplier the Loan Fee together with the applicable Services Charges , on the

dates and intervals as set out in the Order Form.

6.3 The Supplier may increase the Loan Fee and/or any Services Charges at anyanniversary of the Start Date. The Supplier shall give the Customer notice of

such increase at least sixty (60) days prior to each anniversary of the Start

Date.

6.4 The Customer shall pay all charges for installation, training and any other

services provided by the Supplier pursuant to an Order Form as may be

charged by the Supplier on a time-and-materials basis at its standard rates then

in force. Such charges shall be payable in accordance with Clause 6.7.

6.5 The Supplier shall be entitled to reimbursement for reasonable travel and

accommodation costs where Supplier is required to attend the Customer

Location to provide installation, training, Support Services and any other

services ordered by the Customer.

6.6 The Supplier shall submit invoices for the Loan Fee and the Services Charges

in accordance with the dates and at the intervals specified in the applicable

Order Form. Invoices for all other services shall be submitted by the Supplier

to the Customer as and when such charges are incurred.

6.7 The purchase price for the Hardware, the Loan Fee, the Services Charges and

all other charges payable by the Customer pursuant to this agreement are

exclusive of, and Customer shall be responsible for, all applicable taxes, duties

and assessments (other than taxes on the income of the Supplier).

6.8 The Customer shall make payment of each invoice submitted by the Supplier to

it pursuant to this agreement by the due date stated in that invoice or within

thirty (30) days of receipt of the invoice, whichever is the earlier.

6.9 Where a sum is required to be paid under this agreement but is not paid on the

due date, the Supplier shall be entitled to charge interest on the outstanding

amount at the rate of 4% above the base rate of the Bank of England or the

maximum amount prescribed by law if lower, accruing from the due date to the

date of payment.

6.10 The Customer shall keep confidential and not share with any third parties (other

than its professional advisors who need to know) any information relating to the

fees, charges and pricing charged or provided to the Customer by Supplier

under this agreement. All fees, charges and pricing shall constitute

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Confidential Information as defined in this agreement and the terms of Clause

18 shall apply.

6.11 In the case of the customer requiring and sundry supplies or replacement items

these will be charged as per the table in the customers final proposaldocument.

7. OBLIGATIONSOFTHE SUPPLIER

7.1 The Supplier shall arrange for the delivery of the Product at the Location on or

before the Start Date.

7.2 Where the Product is loaned, the Supplier shall maintain the Hardware during

the Loan Period in accordance with the terms of this agreement and subject toCustomer having paid the Loan Fees.

7.3 Where the Product is sold to Customer, the Supplier shall maintain the

Hardware in accordance with the terms of this agreement for the Support

Services period specified in the relevant Order Form provided that the

Customer has paid the applicableService Charges.

7.4 The Supplier shall provide Support Services for the Product in accordance with

the provisions of Clause 13 for so long as the Customer has paid the applicable

Services Charges.

8. OBLIGATIONSOFTHE CUSTOMER

8.1 The Customer agrees to make prompt payment of all costs, fees and charges

to the Supplier.

8.2 Subject to the Supplier complying with reasonable applicable policies of the

Customer, as notified to the Supplier from time to time, the Customer shall

allow the Supplier's personnel such access to the Customer's premises as is

reasonably necessary for the Supplier to carry out its obligations to the

Customer pursuant to this agreement. The Customer shall provide to the

Supplier all permissions necessary to obtain such access.

8.3 The Customer shall inspect the Product on delivery and notify the Supplier

immediately in writing of any defects in the Product. Notice of any defects must

be received by Supplier no later than seven (7) working days from the date of

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delivery of the Product to Customer. failing which the Customer shall be

responsible for all costs associated with return and replacement of the Product

8.4 The Customer shall allow the Supplier or its duly authorised agent or

representative upon reasonable notice during Normal Business Hours toinspect the Product and any records, logbook, manual, or handbook forming

part of the Product.

8.5 The Customer shall use the Product in a proper manner and in accordance with

any operating instructions issued for it and shall ensure that its staff are

properly trained to supervise the use of the Product by the Customers

customers.

8.6 The Customer shall keep the Product at its own expense and at all times in

good repair, condition, and working order and properly maintained.

8.7 The Customer shall make no alteration, and not remove any existing

components from the Product (unless instructed to do so by the Supplier).

8.8 The Customer shall insure the Product and keep it insured throughout the Loan

Period, for its full replacement value against all risks on a comprehensive

insurance policy.

8.9 The Customer shall notify the Supplier in writing immediately of any loss of or

damage to the Product and, where the Product is loaned, shall indemnify the

Supplier against any loss or damage to the Product while in the possession of

the Customer, ordinary wear and tear excepted.

8.10 Where the Product is loaned to the Customer, the Customer shall not transfer,

sell, assign, sublicencesublicense, pledge or otherwise dispose of, encumber or

suffer a lien or encumbrance upon or against any interest in the Product.

8.11 The Customer shall be responsible for all communications costs arising out of

use of the Product while at the Location which shall be included in the Service

Charges unless otherwise agreed with the Customer in the relevant Order

Form.

8.12 Where the Product is loaned, the Customer shall return the Product to the

Supplier in good working order within thirty (30) days of, the end of the Loan

Period, or earlier determination of this agreement.

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8.13 Within one month of the return of the Product the Customer shall provide the

Supplier with a written report describing their experience of the Product, their

opinion of the Products and any suggested enhancements.

9. PRODUCTWARRANTIES

9.1 The Supplier warrants that the Hardware will be new (except where otherwise

specified in the applicable Order Form) and of satisfactory quality.

9.2 As far as it is able, and to the extent applicable, the Supplier will pass on to the

Customer the benefits of any warranties granted in favour of the Supplier by the

original manufacturer of the Product or any third party.

9.3 The above warranties and those set out in Clause 16 in respect of the SupportServices are in lieu of all other express or implied warranties or conditions

including, but not limited to, implied warranties or conditions of satisfactory

quality and fitness for a particular purpose. The Supplier specifically denies any

implied or express representation that the Product will be fit:

(a) to operate in conjunction with any other hardware items or software products

other than with those hardware items and software products that are identified

in writing by the Supplier as being compatible with the Product (if any); or

(b) to operate uninterrupted or error-free; or

(c) to have all program defects corrected.

9.4 Any unauthorised modifications, use or improper installation of the Product by

the Customer, and/or breach by Customer of its obligations under this

agreement, shall render all the Supplier's warranties and support obligations

null and void.

9.5 The Customers sole remedy in the event of breach of warranty shall be

replacement of the Product.

10. PROPRIETARYRIGHTS

10.1 Where loaned, the Product and the Intellectual Property Rights are and shall

remain the property of the Supplier and the Supplier reserves the right to grant

a licence to use the Product to any other party or parties.

10.2 Where sold, the Hardware shall belong to the Customer but all Intellectual

Property Rights in the Material or associated with the Product shall remain in

the ownership of the Supplier and the Supplier grants to the Customer a royalty

free, non-exclusive, non-transferrable right to use the Intellectual Property

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12.3.4 gGrant to Customer the right to provide its customers with details of the web

address where its customers maygo to provide online feedback in relation to

the Customers own products and services.

12.3 Supplier provides access to the Online Services on an as is, as available

basis and in no event shall Supplier be liable for unavailability, inaccuracies,

incompleteness or errors in: the data captured or input by the Customer or its

customers using the Online Services; or results provided by the Online Services

(including standard format reports or reports specially developed for the

Customer).

13.SUPPORT SERVICES

13.1 The Supplier shall ensure that support is available by telephone and e-mail

during Normal Working Hours to provide assistance to the Customer in respect

of the following:

(a) remedying Defects in the Product; and

(b) providing advice on the use of the Product.

13.2 The Supplier shall use reasonable endeavours to correct Defects notified to it

by the Customer in a timely manner appropriate to the seriousness of thecircumstances.

13.3 Where the Supplier is required to attend to faults or fix the Product where, in

the Suppliers reasonable opinion, there is no Defect, or due to fault or

negligence of the Customer, including but not limited to breach by Customer of

any of its obligations under this agreement, Supplier shall charge Customer on

a time and materials basis at its standard rates then applicable and Customer

shall be liable for all associated costs and expenses such as travel, cost of

replacement parts or spares, installation costs, which shall be invoiced to

Customer by Supplier at cost.

14. CUSTOMER'SOBLIGATIONSINRELATIONTOSUPPORTSERVICES

14.1 During the Loan Period the Customer shall not, without the Supplier's prior

written approval, allow any person other than a representative of the Supplier to

modify, repair or maintain any part of the Product.

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14.2 Where the Customer has purchased the Hardware, during the Support Services

Period, the Customer shall not, without the Suppliers prior written approval,

allow any person other than representative of the supplier to modify, repair or

maintain any part of the Product.

14.3 The Customer shall permit the Supplier to have online access to the Product for

the purpose of carrying out remote diagnostics and correction of Defects. The

Customer shall, at its own expense, provide the equipment necessary to enable

such online access in accordance with the specifications notified to it in writing

by the Supplier (if any).

14.4 Supplier may notify Customer by email of a Defect which it has detected using

the remote diagnostics and request that Customer call Supplier or Supplier will

call Customer staff at the Location(s). The Customer shall comply as soon as

reasonably practicable with all the Supplier's reasonable requests for

information or assistance and Customer will ensure that its staff at the

Location(s) are available to respond to Suppliers notifications of Defects that

require investigation.

14.5 Where it is identified that spares are required to remedy a Defect, the customer

will ensure that the replaced hardware is returned to the Supplier by courier

without delay. In the event that the Customer fails to return the replaced

hardware to Supplier within thirty (30) days of it having been replaced by

spares, the Supplier shall be entitled to invoice Customer for such spares andCustomer shall be liable for the costs of such spares.

15. DURATIONOFSUPPORTSERVICES

15.1 Subject to payment of the Service Charges, the Supplier shall provide the

Support Services for the duration of the Loan Period where the Product is

loaned to the Customer or until terminated in accordance with any of the

provisions of this agreement.

15.2 Subject to payment of the Service Charges, where the Product has been sold

to the Customer, the Support Services shall commence on the Support

Commencement Date and shall continue in force for the Support Services

Period or until terminated in accordance with any of the provisions of this

agreement.

16. WARRANTIESANDLIMITATIONSOFLIABILITYRELATINGTOSERVICES

16.1 The Supplier warrants that the Support Services and any other services

ordered by Customer pursuant to an Order Form shall be provided with dueskill and care and in accordance with applicable industry standards.

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16.2 The Supplier's warranties and obligations under this agreement in relation to

Support Services are subject to, and contingent on, the proper use and care by

the Customer of the Product, and do not cover any part of the Product which

has been modified by anyone other than the Supplier, except with the

Supplier's express prior written permission.

16.3 The Supplier shall have no liability to rectify any particular Defect if attempts to

rectify such Defect other than normal recovery or diagnostic procedures have

been made by the Customer's personnel or third parties without the permission

of the Supplier.

16.4 The Supplier does not warrant or guarantee that it will be able to rectify all

Defects, nor that any Defect which does not materially affect the Customer's

operations using the Supported Software will be corrected.

16.5 The Customers sole remedy for any breach of warranty given in this Clause 16

shall be reperformance by the Supplier of the service giving rise to the breach.

17. GENERAL LIMITATIONOFLIABILITY

17.1 Except as provided below in the case of personal injury and death, the

Supplier's maximum liability to the Customer under this agreement or otherwise

for any cause of action, howsoever arising, related to the Product, shall be for

direct costs and damages only and will be limited to a sum equivalent to theprice paid or payable to the Supplier for the Product(s) or services that are the

subject of the Customers claim in the twelve (12) months preceding the cause

of action giving rise to such claim. The Supplier shall not be liable for loss of

profits, cost of procurement of replacement goods or services, damages

resulting from loss of data or loss of use, loss of anticipated savings, indirect,

special or consequential damages resulting from use of the Product or

provision of any services pursuant to this agreement, whether or not such

damages were reasonably foreseeable or actually foreseen.

17.2 The exclusions in this clause 17 shall apply to the fullest extent permissible at

law, but the Supplier does not exclude liability for death or personal injury

caused by the negligence of the Supplier, its officers, employees, contractors or

agents for fraud, or by defects in the Product, breach of the obligations implied

by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and

Services Act 1982, or any other liability which may not be excluded by law.

17.3 Nothing in this clause or in this agreement shall exclude or limit liability for

fraudulent misrepresentation.

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17.4 The parties hereby acknowledge and agree that the limitations contained in this

Clause 17 are reasonable in light of all the circumstances.

18. CONFIDENTIALITY

18.1 In relation to the Customer's Confidential Information:

(a) the Supplier shall treat as confidential all Confidential Information of the

Customer supplied under this agreement. The Supplier shall not divulge any

such Confidential Information to any person except to its own employees and

then only to those employees who need to know the same. The Supplier shall

ensure that its employees are aware of, and comply with, the provisions of this

clause 188;

(b) the Supplier may provide any subcontractor with such Customer's Confidential

Information as it needs to know in order to perform its obligations under thisAgreement, provided that such subcontractor has first entered into a written

obligation of confidentiality in terms similar to clause a; and

(c) the foregoing obligations shall remain in full force and effect notwithstanding

any termination of this Agreement.

18.2 In relation to the Supplier's Confidential Information:

(a) the Customer shall treat as confidential all Confidential Information of the

Supplier contained or embodied in the Product or Documentation or otherwise

supplied to the Customer during the performance of this Agreement;

(b) the Customer shall not, without the prior written consent of the Supplier, divulge

any part of the Supplier's Confidential Information to any person other than

employees of the Customer who need to know the same for purposes relating

to authorised use of the Product;

(c) the Customer undertakes to ensure that the persons mentioned in clause b are

made aware, prior to the disclosure of any part of the Supplier's Confidential

Information, that the same is confidential and that they owe a duty of

confidence to the Supplier; and

(d) the foregoing obligations as to confidentiality shall remain in full force and effect

notwithstanding any termination of this Agreement.

19. DATA PROTECTION

19.1 Each party shall comply with its respective obligations under the provisions of

the Data Protection Legislation.

19.2 Where Supplier, processes Personal Data as a data processor on behalf of

CusotmerCustomer, Supplier shall:

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(a) act only on instructions from Customer as a data controller; and

(b) comply with Customers instructions in relation to the processing of Personal

Data as such instructions are given and varied from time to time by the

Customer; and

(c) at all times take appropriate reasonable measures against unauthorised or

unlawful processing of personal data and against unintentional loss or

destruction of, or damage to, Personal Data.

19.3 Where the Supplier receives any access requests in relation to any Personal

Data processed by the Supplier on behalf of the Customer, the Customer

agrees to reimburse Supplier's reasonable costs of complying with such

requests.

19.4 The Customer agrees that the Supplier may transfer Personal Data outside ofthe European Economic Area from time to time where necessary to fulfil its

obligations under this Agreement and the Customer consents to such transfer

(and the Customer shall procure the consent of any data subjects as

applicable) subject to the Customer complying with its obligations under the

Data Protection Legislation in respect of such transfer.

20. TERMAND TERMINATION

20.1 This Agreement shall be effective from the date of signature by the Customer

dispatch for delivery of the Product(s) to the Customer, or if sooner, from the

date of acceptance by the Supplier of an Order Form referencing this

agreement.

20.2 This Agreement shall remain in full force and effect for the Loan Period and/or

any Support Service Period and any renewal thereof unless otherwise

terminated in accordance with this Clause 20.

20.3 Either party may terminate this Agreement without cause by giving sixty (60)

days notice in writing to the other party not to take effect prior to the expiry of

(i) where the Product is loaned to Customer, the Loan Period or any renewed

Loan Period; or (ii) where the Hardware is bought by Customer, expiry of the

Support Services Period or any renewed Support Services Period.

20.4 Either party may terminate this agreement immediately by written notice to the

other party if:

(a) the other party commits a material or persistent breach of any of its obligations

under this agreement and (in the case of a breach capable of being remedied)

does not remedy such breach within 30 days of receiving from the other partywritten notice of the breach and a request to remedy the breach; or

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(b) any distress or execution is levied on the other party's property or if the other

party has a receiver, administrator, administrative receiver or manager

appointed over the whole or any part of its assets, becomes insolvent,

compounds or makes any arrangement with its creditors, commits any act of

bankruptcy, is wound up or goes into liquidation, or if the other party suffers

any analogous proceedings under foreign law.

20.5 The Supplier may terminate this agreement immediately by written notice to the

Customer if there is any change of control of the Customer. For the purposes

of this provision Control means ,means, in relation to a body corporate, the

power of a person to secure that the affairs of the body corporate are

conducted in accordance with the wishes of that person (or persons):

(a) by means of the holding of shares, or the possession of voting power, in or in relation

to, that or any other body corporate; or

(b) by virtue of any powers conferred by the constitutional or corporate documents, or any

other document, regulating that or any other body corporate;,

Aand a Change of Control occurs if a person who controls any body corporate ceases to

do so or if another person acquires control of it,.

20.6 Any termination of this agreement (however caused) shall not affect any

accrued rights or liabilities of either party, nor shall it affect the coming into

force or the continuance in force of any provision of this agreement which is

expressly or by implication intended to come into or continue in force on or after

such termination, except that the Supplier shall not be liable to the Customer for

any loss, claims, damage, fees, liabilities, costs or expenses, whether direct,

indirect, financial, economic, consequential (including without limitation loss of

profit, loss of goodwill, loss of sale revenue, loss of contract and loss of

opportunity) or otherwise, suffered by Customer as a direct or indirect result of

such termination.

20.7 In the event of termination without cause by the Customer, or termination bySupplier pursuant to Clauses 20.4 or 20.5, the Customer will not be entitled to

refund of any fees, charges or costs. The Customer shall be liable in full for

any unpaid fees, costs and charges on the date of termination including for any

unexpired portion of the Loan Period and/or the Support Services Period.

21. DISPUTERESOLUTION

21.1 Any dispute which may arise between the parties concerning this agreement

shall be determined as follows:

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(a) The party wishing to raise the dispute shall serve notice in writing on the other

party;

(b) within two days, a member of the senior management of each party shall meet

to attempt to settle the dispute;

(c) if the respective senior managers of each party are unable to reach a

settlement within seven days from the date of service of the notice, the

[managing directors or equivalent] of each of the parties shall meet within the

following seven days to attempt to settle the dispute; and

(d) if no settlement results from the meeting of the managers of each party, for the

following 28 days the parties shall attempt to settle the dispute by mediation by

an independent mediator, with costs to be shared equally between the parties.

21.2 If no settlement is reached through mediation, the parties or one of the parties

may refer the matter to the English courts and the parties submit to the[non-]exclusive jurisdiction of the English courts.

22. GENERAL

22.1 Assignment. The Customer shall not assign, or grant any security interest

over, any of its rights or obligations under this agreement, or any document

referred to in it, without the prior written consent of the Supplier.

22.2 Force Majeure. Neither party shall be liable for any delay in meeting, or failureto meet, its obligations under this agreement due to any cause outside its

reasonable control including (without limitation) acts of God, war, riot, malicious

acts of damage, fire, acts of any government authority, failure of the public

electricity supply, strike, lock-out or labour dispute or apprehension thereof

(whether or not the settlement of the matter is at the discretion of the party in

question).

22.3 Notices. Any notice given under this agreement shall be in writing and shall be

delivered by hand or sent by pre-paid first-class or fax (provided that a

confirmation copy is sent by first class post no later than 24 hours after the

despatch of the fax) to the address or fax number specified in a valid Order

Form, or to such other address as a party may from time to time notify to the

other party. A notice delivered by hand is deemed to have been served when

delivered. A correctly addressed notice sent by post is deemed to be have been

delivered 48 hours after the time of despatch. A notice sent by fax is deemed

to have been delivered on the date of transmission. In proving the service of the

notice, it shall be sufficient to prove:

(a) in the case of a letter, that such letter was properly delivered or stamped,

addressed and placed in the post (as the case may be); and

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(b) in the case of a fax, that the same was duly despatched to the current fax

number of the addressee and no indication of non-delivery was received by the

sender.

22.4 Waiver. A waiver of any right under this agreement is only effective if it is inwriting and signed by the waiving party, and it applies only to the person to

whom the waiver is addressed and the circumstances for which it is given.

Unless specifically provided otherwise, rights arising under this agreement are

cumulative and do not exclude rights provided by law.

22.5 Severance. If any provision of this agreement (or part of a provision) is found

by any court or administrative body of competent jurisdiction to be invalid,

unenforceable or illegal, the other provisions shall remain in force. If any invalid,

unenforceable or illegal provision would be valid, enforceable or legal if some

part of it were deleted, the provision shall apply with whatever modification is

necessary to give effect to the commercial intention of the parties.

22.6 Publicity.The Customer agrees that Supplier may publicise that the Customer

is a customer of Supplier and the Customer agrees to provide Supplier, on

Suppliers reasonable request, with testimonials, statements for press releases

and to participate in case studies.

22.7 Third Party Rights. This agreement, and the documents referred to in it, are

made for the benefit of the parties to them and their successors and permittedassigns and are not intended to benefit, or be enforceable by, anyone else.

22.8 Authority. Each party warrants that it has full capacity and authority, and all

necessary licences, permits and consents to enter into and perform this

agreement and that those signing this agreement are duly authorised to bind

the party for whom they sign.

22.9 Entire agreement. The parties agree that this agreement constitutes the

complete and exclusive statement of the agreement between them with respectto the subject matter of this agreement, which supersedes all proposals, oral or

written, and all other communications between them relating to it.

22.10 Governing law.This agreement and any disputes or claims arising out of or in

connection with it or its subject matter or formation (including non-contractual

disputes or claims) are governed by, and construed in accordance with, the law

of England.

This agreement has been entered into on the date stated at the beginning of it.

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Customer: Supplier:

Signature: Signature:

Name: Name:

Title: Title:

Date: Date::

Customer Supplier

Organisation XX Specsavers

HORSHAM X

CFS Europe Ltd

Address 57 West ST RH12 1PLXX

Horsham X

237 Queenstown Rd

Battersea

SW8 3NP

Name XX Allan Mc Clean

X

Mark Bray

Position XX Director

X

Sales Director

Signature

Date 2009 1

st

December 2009

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SCHEDULE 1

PRODUCT AND SERVICES ORDER FORM

This Order Form is entered into between Supplier and Customer and is effective on acceptance by the

Supplier. This Order Form is governed by and subject to the Supplier standard General Terms and Conditions

and any applicable services schedules entered into between Supplier and Customer dated (the

Agreement).

Products

Product Name Description Qty Start Date Perio

CFU Customer Feedback unit 1 ############# 2 year

Services

1 device forFull technical and soft support for the 2 years start date 15/12/2009.

Fees and Payment Dates

105 Installation Fee + 50 a month.

Customer Supplier

Organisation XX Specsavers

HORSHAM X

CFS Europe Ltd

Address 57 West ST Horsham XX

RH12 1PL X

237 Queenstown Rd

Battersea

SW8 3NP

Name XX Allan Mc Clean

X

Mark Bray

Position XX DirectorX

Sales Director

Signature

Date XX X 1st December 2009

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SCHEDULE 1

PRODUCT AND SERVICES ORDER FORM

This Order Form is entered into between Supplier and Customer and is effective on acceptance by the

Supplier. This Order Form is governed by and subject to the Supplier standard General Terms and Conditions

and any applicable services schedules entered into between Supplier and Customer dated (the

Agreement).

Product Details

Product # Quantity OrderedLocation of each Product Loaned/ Puchased Purchase Price

Product # Start Date Loan Period Loan Fee () Payment Dates

Support Services

Other Services

CUSTOMER CONTACT DETAILS:

Customer Support Contact Invoice to:

Company:

Address:

City, Postcode :

Contact:

Phone:

Company:

Address:

City, Postcode :

Contact:

Phone:

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Support ServicesSupport Services

Period

Support Service

Commencement Date

Support Services

charge

Payment Dates

Service Description Estimated Delivery Date


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Fax:

E-mail:

Fax:

E-mail:

In the event of any conflict between the terms of this Order Form and the Supplier General Terms and

Conditions, the Supplier General Terms and Conditions shall prevail.

Customer: Supplier:

Signature: Signature:

Name: Name:

Title: Title:

Date: Date of acceptance:

cfs supply contract hw 011209 (3) (2)

Documents