SPEARFISH SECURITY LIMITED

CONSULTANCY TERMS AND CONDITIONS

To assist potential clients, we set out here the typical terms and conditions on which we undertake consultancy projects. The terms applicable to particular engagements will be tailored to their scope, and may differ from the wording appearing below.

These Terms and Conditions for Consultancy apply to all specific and source services provided by or on behalf of Spearfish Security Ltd. trading as Spearfish (“SPEARFISH”) to you (“the Client”). All work carried out by SPEARFISH is carried out solely on the basis that the Client agrees to and abides by these conditions, which will prevail over any other terms and conditions which the Client may utilise in relation to its own business arrangements.

THE SERVICES

1. The services to be supplied by SPEARFISH to the Client (“the Services”) will be set out in the Proposal, described in clause 2 below, provided to the Client and will be supplied in accordance with these conditions (these conditions and the Proposal being read together as “the Agreement”).

THE PROPOSAL

2. The Proposal will be tailored to the provision of agreed consultancy services and may cover the supply of any goods and/or equipment. It shall be agreed in the following manner:

(a) the Client shall provide to SPEARFISH a Request For a Proposal, setting out the Client’s requirements for services to be provided by SPEARFISH, together with such other information as SPEARFISH may reasonably request to allow SPEARFISH to prepare a Proposal; and

(b) SPEARFISH and the Client shall discuss and agree the final form of the Proposal, and when it has been agreed in final form, they shall both sign a copy of it, and it shall on such signature become subject to these conditions and incorporated into the Agreement between the parties.

(c) once the Proposal has been agreed and signed by the parties, no amendment shall be made to it except in writing signed by or on behalf of both parties;

THE SCHEDULE

3.1 SPEARFISH shall as soon as reasonably practicable provide the Client with a Schedule which will identify, so far as is reasonably practicable, the consultants and suppliers of equipment or services set out in the Proposal (“the Schedule”);

3.2 Any Schedule provided to the Client by SPEARFISH shall remain valid for a period of 30 days from its date of issue provided always that SPEARFISH does not guarantee or make any warranty or representation that any of the consultants, equipment or services specified in the Proposal or the Schedule is available, in stock or can be supplied or procured from the suppliers identified in the Schedule, either at all or at the cost stated in the Schedule.

PERFORMANCE AND CLIENT’S OBLIGATIONS

4.1 SPEARFISH shall use reasonable endeavours to provide the Services to the Client, in accordance in all material respects with the Proposal and to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.

4.2 The Client shall:

(a) co-operate with SPEARFISH in all matters relating to the Services;

(b) provide, for SPEARFISH, ready and reasonable access to the Client’s premises, data and other facilities requested by SPEARFISH, at no charge to SPEARFISH; and

(c) provide such information as SPEARFISH may reasonably request and ensure that it is accurate in all material respects.

4.3 If SPEARFISH’s performance under this Agreement is prevented or delayed by any act or omission of the Client, its directors, officers, agents, contractors or employees, SPEARFISH shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from any such prevention or delay.

4.4 If either party requests a change to the content, scope or delivery of the Services, SPEARFISH shall (where practicable) within a reasonable time, provide a written estimate to the Client of:

(a) the likely time required to implement the requested change;

(b) any variations to SPEARFISH’s charges arising from the change;

(d) any other impact of the change upon the terms of the Agreement.

4.5 If the Client wishes SPEARFISH to proceed with the change, SPEARFISH shall have no obligation to do so unless and until the parties have agreed in writing the necessary variations to SPEARFISH’s charges, the Proposal and/or the Schedule and any other relevant terms of the Agreement, so as fully to take account of the change.

4.6 SPEARFISH shall be at liberty to charge the Client a fee for its time spent in assessing a request for change from the Client, such fee to be calculated on a time and materials basis, based on the day rate(s) specified in the Proposal.

4.7 The Client shall not, without the prior written consent of SPEARFISH, at any time from the date of the Proposal to the expiry of twelve months after the last date of supply of the Services, solicit or entice away or attempt to solicit or entice away from SPEARFISH, or employ or engage or attempt to employ or engage any person who is, or was at any time engaged, as an employee or contractor of SPEARFISH and involved in the provision of the Services.

LIMITATION OF LIABILITY

5.1 This clause sets out the entire liability in law of SPEARFISH (including any liability for the acts or omissions of its directors, officers, employees, agents, contractors and sub-contractors) to the Client in respect of:

(a) any breach of this Agreement;

(b) any use made by the Client of the Services or any part of them; and

(c) any representation, statement or tortious act or omission (including but not limited to negligence) arising under or in connection with this Agreement.

5.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. Notwithstanding, nothing in this Agreement limits or excludes the liability of SPEARFISH:

(a) for compensation for death or personal injury resulting from negligence for which SPEARFISH is in law responsible; or

(b) for any damage or liability incurred by the Client as a direct consequence of fraud or fraudulent misrepresentation by SPEARFISH.

5.3 Subject to clauses 5.1 and 5.2:

(a) SPEARFISH shall not be liable to the Client, whether in tort, contract, misrepresentation or otherwise howsoever for:

(i) loss of profits; or

(ii) loss of business or damage to commercial reputation; or

(iii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or any taxes, dues, penalties or other sums owed to or levied by national or local official authorities;

(b) The total liability of SPEARFISH in contract, tort, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated or purported performance of this Agreement shall be limited to the actual price paid for the Services by the Client; and

(c) The aggregate liability of SPEARFISH as set out above will cease and be wholly extinguished in any event on the expiry of 12 calendar months following the date on which the last of the Services is provided to the Client.

FEES AND EXPENSES

6.1 Where Services are provided under this Agreement including the Proposal, the cost of the Services shall be paid in full by the Client to SPEARFISH without deduction or set-off.

6.2 All fees, costs or other charges set out in the Schedule exclude VAT and all other applicable taxes, which SPEARFISH shall add to its invoices at the appropriate rate and where applicable.

6.3 The Client shall pay each invoice submitted to it by SPEARFISH in full and cleared funds without deduction or set-off within [30] days of the delivery of each invoice, and time for such payment shall be of the essence of this Agreement.

6.4 Without prejudice to any other right or remedy that SPEARFISH may have, if the Client fails to pay to SPEARFISH the full amount of any of its invoices by the due date for payment, SPEARFISH may at its absolute discretion:

(a) Charge and recover interest on any and all sums owing from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment: or claim and be entitled to recover interest on any and all sums due, in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 and the Regulations made and in force from time to time thereunder; and

(b) Suspend all further provision of the Services until payment of all outstanding sums has been made in full.

INTELLECTUAL PROPERTY RIGHTS

7.1 As between the Client and SPEARFISH, all intellectual property rights and all other rights in or arising out of the Services shall be owned by SPEARFISH. Subject to condition 7.2, SPEARFISH licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Services, and for the period during which the Services are provided. On completion of provision of the Services, the licence hereby granted shall lapse and be of no further effect.

7.2 Should either party supply any text, image or data for use in connection with the Proposal or Schedule believing it to be copyright free and royalty free, which it subsequently discovers has copyright or royalty usage limitation, the Client agrees in that event to allow SPEARFISH to remove such material from any Proposal, Schedule or other document (including website pages and documents held in electronic form) in which it appears. The Client agrees to fully indemnify and keep SPEARFISH indemnified against all and any claims resulting from the Client not having obtained all necessary copyright and/or other permissions in relation to any text, images or data supplied to SPEARFISH.

SUPPLY OF EQUIPMENT BY SPEARFISH

8. If the Client requests SPEARFISH to supply or to procure the supply of any of the equipment specified in the Proposal or the Schedule, or of any other equipment, SPEARFISH may in its absolute discretion decline to do so or agree to do so and, if SPEARFISH agrees to do so, the terms and conditions set out in the Agreement shall apply to such supply or procurement.

GENERAL

9.1 While SPEARFISH will take such steps as are reasonable in efforts to ensure that the Services to be provided are in accordance with Client’s requirements, it is the responsibility of the Client to check the Proposal and the Schedule thoroughly before confirming their contents and requesting SPEARFISH to provide the Services.

9.2 SPEARFISH shall have no liability to the Client under this Agreement if SPEARFISH is prevented from or delayed in performing its obligations under the Agreement or from carrying on any of its business by reason of acts, events, omissions, accidents or incidents not within the reasonable control of SPEARFISH, including without limitation strikes, lockouts or other industrial disputes, failure of utility services or of any transport system, act of God, war, riot, civil commotion or insurrection, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown or failure of machinery, fire, flood, storm or default of any supplier or contractor.

9.3 The Client consents to SPEARFISH holding and processing personal and other data relating to the Client or any of its directors, officers, employees, agents or representatives for legal, personnel, administrative and management purposes relating to the provision of the Services and the Client consents to SPEARFISH making such information available to those who provide products or services to SPEARFISH such as contractors, advisers, regulatory authorities and governmental organisations.

9.4 This Agreement and any dispute, difference, claim or demand arising out of or in connection with it or its subject matter shall be governed by English law and the courts of England and Wales shall have exclusive jurisdiction to hear and determine all disputes, differences, claims and demands arising out of or in connection with it.

9.5 If any provision of the Proposal or the Schedule at any time conflicts with any provision of these conditions, these conditions shall prevail and in the event of any conflict between the provisions of the Proposal and the Schedule, the Schedule shall prevail.

9.6 This Agreement is made solely for the benefit of the parties to it and (where applicable) their lawful successors and assignees and is not intended to benefit, or to be enforceable by, anyone else whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

9.7 SPEARFISH is the trading name of Spearfish Security Limited, a private limited company (registered number 068810110) incorporated under the laws of England and Wales, whose registered office is at 8 Southgate St, Winchester, Hampshire, England, SO23 9EF.