Company

a.

"The Company" for the purposes of these conditions means Outline Web Solutions Limited, a Company registered in England, and the party to which the goods are to be supplied or service rendered by the Company is referred to as the "the Customer".

b.

All orders from the Customer shall be treated by the Company as an offer to purchase only the goods and services expressly stated on the Company's Quotation, and are wholly subject to the Standard Conditions of Supply stated herein, unless specifically amended in writing by the Company. These Standard Conditions of Supply shall be revised from time to time as the Company judges appropriate and only that edition offered at the time of contract shall apply to that contract.

c.

No contract with the Customer shall come into existence until such order has been accepted by the Company in writing, or until the Customer has provided a payment to the Company which has been accepted.

d.

Unless set out herein no terms, conditions or warranties put forward by the Customer or which might otherwise be implied by law or by custom shall form part of any contract between the Company and the Customer.

e.

The Customer acknowledges that in entering into a contract with the Company it does not rely on any representations, statements, descriptions or illustrations, which may have been made or supplied by the Company or its servants or agents or third parties unless expressly written on authorised Company materials.

f.

Any clerical, typographical or other error or omission in any document or other information issued by the Company may be corrected by the Company without liability.

a.

The price for goods and services shall be as stated on the Quotation and ordinarily subject to VAT unless exempt or zero-rated or exported outside of the European Community.

b.

Unless otherwise noted on the Quotation, the stated deposit shall be due and payable immediately upon the placing of the order and the balance shall be due as defined hereafter in sections B through F, being the specific division or application applicable to each item ordered by the Customer. In the event of a single Quotation including more than one category of product or service, then each item shall independently be subject to the specific payment and cancellation terms referred to in Sections B through F herein, unless specifically amended within the Quotation.

c.

Save for the deposit due on placing the order, all sums shall be payable on receipt of the Company's invoice and subject to the payments terms thereon.

d.

If the Customer has entered into a leasing agreement in respect of the goods or services, then the invoice maybe submitted to the leasing organisation if directed to do so by the Customer. In all matters concerning the payment and conduct of the contract the leasing organisation is agreed to be an agent of the Customer and bound by the terms and conditions herein. No altercation by the leasing organisation shall be accepted by the Company as being grounds for amendment or termination of contract, except as confirmed by the Company in writing which shall become an integral part of the above mentioned contract.

e.

If the Customer enters into arrangements of any type with an insurer, then such insurer is agreed to be acting as an agent of the Customer, and bound by these Standard Conditions of Supply.

f.

Interest shall be due on all overdue payments from the Customer to the Company at the rate of 2% above the base rate as set from time to time of Natwest Bank Plc until such time as payment in full is received by the Company.

a.

All goods, but not services or software, will be new unless otherwise notified to the Customer by the Company at the time of Quotation.

b.

Where the Company is not the manufacturer or author of products sold to the Customer, then the Customer shall have the benefit of the manufacturer's warranty as applicable to the product supplied.

c.

All goods and services supplied shall comply with all legal requirements for such items in the United Kingdom if supplied by the Company from the United Kingdom. The Company denies legal responsibility for all goods and services supplied to a country outside of the United Kingdom, if such laws in the buying country conflict with those of the United Kingdom on such issues of offence. It is the responsibility of the Customer to ensure that he is compliant with the laws in the country within which it intends to use or apply or publish the products supplied by the Company.

d.

The Company shall not be liable for defects in the products of any type discovered after delivery, if caused or contributed to by the goods having been stored, used or maintained otherwise than in compliance with any specifications laid down by the Company or the manufacturers of the goods or caused by the Customer having performed or permitted to be performed any unauthorised maintenance or repair or alteration to the products.

e.

The Company will not be liable to the Customer for any loss or damage suffered as a result of the products supplied by the Company failing to perform if such failure is caused by faults or disruptions in the service provided by any type of telecommunications network provider.

f.

The Company shall have no liability to the Customer for consequential or any indirect loss, howsoever caused and in all countries. All conditions, warranties or other terms that are express or implied by law which are inconsistent with this condition are so far as legally possible within the United Kingdom excluded from the Company's liabilities.

g.

Where technically appropriate, all products supplied are designed to be compatible with the type of circuit ordinarily supplied by British Telecom (BT) plc from time to time, and such shall be regarded as the operative standard unless agreed by the Company in writing. The Company makes no representation as to the compatibility of the goods with telecommunications supplied to the site where such products are to be used if the telecommunications are not to the standard specifications of BT.

1.

Payment Terms:

Upon confirmation of the Customer's order, the Company shall raise an invoice for the first period of the service provision being a minimum of one quarter year, and the invoice shall be due for payment upon receipt and service shall not commence until receipt of that payment. At the same time, the Company shall provide to the Customer a Bankers Standing Order Form, and shall request the Customer to complete that form and return to the Company. The Company is unable to provide the second and further period's service unless it is in receipt of this validly completed Bankers form prior to 30 days before the end of the first service period. Without the receipt of this form within that time, the service shall be terminated on the last day of the period paid for, and the Company shall reconnect the service upon receipt of a new purchase order with payment.

2.

Term & Termination:

The Customer may give 30 days written notice to terminate the service whereupon advance payments remain payable and cannot be refunded. The Company may suspend the service for non-payment or misuse. The Company may suspend service temporarily for maintenance work to be carried out when reasonable notice will be given if possible by display upon the Company's Internet Home Page.

3.

Provision and Content of Service:

The Company will make reasonable best endeavours to give prompt and continuing service. The Company specifically excludes any warranty as to accuracy of information received through a connection to the internet and world wide web, and denies all legal responsibility in all areas should illegal, libellous or obscene material be sourced by the Customer or his agent via the Company's internet service.

4.

Web hosting services:

Customers may retain the services of the Company to host upon it's computers web sites not originated by the Company, and whose ongoing content is capable of amendment by the Customer at his discretion. In these circumstances the Company retains the right to suspend this hosting service if advised that the content therein may contravene English law. The company may then request the Customer to make amendments so as to adhere to English law, and failing such amendment the Company will then take appropriate actions as it sees fit to protect it's legal position. In the event of a Customer wishing to host materials which the Company may judge to infringe public standards of decency or accepted good commercial practice, then the Company reserves the right to decline to continue to offer Web hosting and instead offer Co-location services subject to specific price and payment terms, In all such matters of content, the Company shall be the final arbiter, but shall not unilaterally engage in censorship by amendment of content.

1.

Payment Terms:

Unless otherwise agreed beforehand in writing by the Company, upon confirmation of the Customer's order, the Company shall raise an invoice for 50% of the quoted price, and the invoice shall be due for payment upon receipt. Upon completion of the work specified in the Quotation, the Company shall raise a second invoice for the remaining 50% which shall be due for payment within 30 days.

2.

Term & Termination:

In the event that the Customer gives written notice to terminate the continuation of the project ordered by him, should the Customer have already paid the first 50% invoice, then the Company is not bound to make any refund of that sum. Should the Company have already commenced work upon the project, and be able to demonstrate such progress to the Customer by presentation of materials written or created expressly for that project, then the Company reserves the right to serve an invoice upon the Customer for the final 50% portion of the project ordered by the Customer and hence proceed to completion and delivery. In the event of non-payment of any sum invoiced for work of this type, the Company reserves the right to offset sums received from the Customer for other categories of invoices in payment towards this category of service.

3.

Copyright:

Except as specifically amended within the Quotation, the Company shall retain title to the copyright of all computer code written by employees of the Company, howsoever that code subsequently be applied to computer applications, and whether or not that code is embedded within software written for and sold to the Customer. Software written for and purchased by the Customer may also include embedded within it the proprietary computer code which forms the basis of the operating system or programming language or other computer utility, and the Company specifically excludes such proprietary code from this statement of copyright title where that code is subject to previously established copyright by it's authors or where the code has been previously declared to be in the public domain. The Company shall use it's best endeavours to ensure that such proprietary code is provided onto the Customer within the proper terms of it's licenced usage constraints but the Company will accept no claim of liability should the Customer make use and application of the code outside of the terms defined by the owner of the relevant copyright.

4.

Application performance:

The Company shall use it's best endeavours to create computer software products as agreed to be purchased by the Customer and shall offer a warranty as described herein. The Company warrants that the product delivered to the Customer shall perform according to the logical structure, which enables the processes therein to function correctly. However the Company denies all liability for the timely operation of the product when used within an Internet environment, where the Customer or third party is providing the computer equipment upon which the product is to reside or depend upon for any part of it's functionality. Should the Customer have also ordered computer equipment from the Company to provide the residence and interfaces for the operation of the product, then the Company reserves the right at it's own cost to amend the detailed construction of the equipment or the logical functioning of the product in order to effect the timely operation of the product in a working environment, and shall deny all liability thereafter should the Customer prevent such acts by the Company. By confirmation of contract with the Company, the Customer specifically confirms his understanding that the timely operation of the Internet and world wide web is governed by constraints beyond the control of either party, and that the Company is not liable for perceived slow operation of an application written for the Customer, and accepts that from time to time the Company may offer advice upon amendments which may become necessary to improve the perceived speed of operation.

5.

Maintenance:

6.

Revised Editions:

Designs and applications authored by the Company may depend upon or work in conjunction with or include software systems or utilities supplied to the Company by other authoring companies typically but not exclusively in the areas of operating systems and programming languages which are usually subject to re-publication from time to time in Revised Editions. The Company reserves the right to amend applications which it authors to be compatible in operation with the latest such Revised Editions, and accepts no liability for failures of functionality which may arise if the Customer chooses to use later such Revised Editions without written clarification from the Company as to the potential defects which may so arise.

7.

Computers:

The Company shall provide designs and applications, which it authors to be fully functional upon computer equipment of a type and generation specified by the Customer. In the event of computer manufacturers releasing later amended designs of equipment, the Customer should seek advice from the Company as to the compatibility of the Company's products with such new designs. In any event the Company shall not be liable should new equipment be used by the Customer or his agents.

1.

Payment terms:

Upon confirmation of the Customer's order, the Company shall raise an invoice for the sale and shall effect processing of the order upon receipt of payment in full. Customers may apply to the Company for the establishment of a Trade Account, which shall be at the discretion of the Company to so do.

2.

Damage:

Risk of loss or damage to the goods shall pass to the Customer and delivery shall occur

3.

Delivery:

4.

Installation:

If the quotation includes installation of the goods, then the Company will endeavour to do so as soon as practicable after delivery but does not accept liability for delay in installing the goods, unless specifically agreed in writing by the Company.

5.

Title & Insurance:

6.

Maintenance: