horsham contract

8/14/2019 Horsham Contract

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

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

company number 04591752 whose registered office is at 237 Queenstown Road,

London EC1A 9LA (Supplier).

(2) [Specsavers Horsham] incorporated and registered in England and Wales with

company number [260] whose registered office is at [57 West ST Horsham RH12

1PL ](Customer).

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 comeinto 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 theserights 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.

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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 format attached

as Schedule 1 to this agreement and which references this 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

based services 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 =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, theSupport 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 Form, schedules and all

documents referred to in them, and such amendments in writing as may subsequently

be agreed between the parties.

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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 and Conditions 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) to the

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.]

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 any third

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 inaccordance with the Suppliers instructions unless otherwise agreed with the Supplier.

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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 (where damaged) 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 Support Service.

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.

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 any

anniversary 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.

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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 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 proposal document.

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 to Customer 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 specifiedin the relevant Order Form provided that the Customer has paid the applicable Service

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 theSupplier.

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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 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 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 to inspect 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, sublicense, 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 Support

Services 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 Rights in the Material and

associated with the Product for so long as the Customer contracts for the On-line

Services and/or Support Services and pays the relevant Service Charges.

10.3 The Supplier retains all title and rights including all Intellectual Property Rights in all

reports provided or made available to Customer pursuant to this agreement.

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10.4 The Customer shall notify the Supplier immediately if the Customer becomes aware of

any unauthorised use of the whole or any part of the Product by any person.

11. TRAINING

11.1 The Supplier undertakes to provide training to the Customer as ordered pursuant to an

Order Form and subject to Customer paying Suppliers charges for such training all as

specified in an Order Form.

11.2 Training shall be carried out at the Location, on-line or as may otherwise be agreed by

the Customer in an Order Form.

12. ON-LINE SERVICES

12.1 Subject to payment of the relevant Service Charges, Supplier shall provide to

Customer such On Line Services as specified in the relevant Order Form.

12.2 As part of the On-live Services and where ordered pursuant to a valid Order Form, the

Supplier shall:

12.3.1 Collate the customer feedback data collected through the use of the Product and will

make available to Customer through the web or by email the standard report formats

ordered by the Customer as detailed in the applicable Order Form.

12.3.2 Develop additional reports ordered by the Customer subject to customer paying the

charges for development of such reports which shall be on a time and materials basis

at the Suppliers then current rates for such services.

12.3.3 provide to Customer such number of log-in identities and passwords as reasonably

required to enable Customer to access through the web (if applicable) all reports

ordered or developed for it.]

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

where its customers may go 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 andin 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

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(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 the circumstances.

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 theCustomer, 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.

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 and Customer 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

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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 due skill and care and in

accordance with applicable industry standards.

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 the price 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

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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.

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

Agreement, 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, thatthe 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 Customer,

Supplier shall:

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

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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;

and 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 by Supplier

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:

(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 withinseven 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.

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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 failure tomeet, 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

(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 in writing

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 illegalprovision 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 forthe benefit of the parties to them and their successors and permitted assigns and are

not intended to benefit, or be enforceable by, anyone else.

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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 respect to 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.

Customer Supplier

Organisation Specsavers HORSHAM CFS Europe Ltd

Address 57 West ST RH12 1PL

Horsham

237 Queenstown Rd

Battersea

SW8 3NP

Name Allan Mc Clean Mark Bray

Position Director Sales Director

Signature

Date 2009 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).

ProductsProduct Name Description Qty Start Date Perio

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

Services

Full 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 Specsavers

HORSHAM

CFS Europe Ltd

Address 57 West ST Horsham

RH12 1PL

237 Queenstown Rd

Battersea

SW8 3NP

Name Allan Mc Clean Mark Bray

Position Director Sales Director

Signature

Date XX X 1st December 2009

horsham contract

Documents