DEFINITIONS
1.1 In these conditions the following expressions will have the following meanings:

APSL means Achilles Professional Services Ltd and where the context permits its assigns and any sub-contractor for APSL.

THE CLIENT means the person, firm or company with whom the Contract on these conditions is made by APSL whether directly or indirectly through an agent or factor who is acting for, instructed by or whose actions are ratified by such person, firm or company.

CONTRACT means the contract between APSL and the Client formed on the receipt by APSL of a Purchase Order completed and signed by the Client for the provision of the agreed Goods or Services by APSL.

GOODS means the hardware or software to be supplied by APSL to the Client under these conditions of sale and supply.

LIST PRICE means the prices set out in a disclosed list in place from time to time at which prices APSL will provide Goods and/or Services to Clients.

PURCHASE ORDER means the order received by APSL from the Client accepting APSL's offer to supply Goods and/or Services to the Client under these conditions.

SERVICES means the services to be provided by APSL to the Client and in particular means the sale of Goods and supply of services under the terms of the Contract.

INCORPORATION & VARIATION OF CONDITIONS
2.1 These conditions shall be incorporated into all Contracts and shall be the sole conditions that prevail concerning the supply of Services and/or Goods to the Client by APSL.

2.2 These conditions shall prevail unless expressly varied in writing and signed by a director on behalf of APSL. Any concession made or latitude allowed by APSL to the Client shall not affect the rights of APSL under the Contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract, the other conditions shall continue in full force and effect.

OBLIGATION TO PROVIDE SERVICES AND/OR GOODS
3.1 APSL will use its reasonable commercial endeavours to provide the Services and/or Goods in accordance with the Purchase Order so far as the items and/or Services requested in the Purchase Order relate to Services and/or Goods offered by APSL to the Client.

3.2 Where the Services in question relate to the provision of training, APSL reserves the right to provide such Services at a venue or venues other than APSLs' Premises and to provide training personnel of its own choice.

PRICES
4.1 The price payable for the Services and/or Goods shall, unless otherwise agreed in writing, be APSLs' List Price for the Services then current at the date of the Contract.

4.2 All prices are exclusive of Value Added Tax that shall be charged at the appropriate rate.

ADDITIONAL COSTS
5.1 The Client agrees to indemnify APSL on demand against any loss or extra cost incurred by APSL through the Client's instructions or lack of instructions or through any act or default on the part of the Client, its agents or employees.

INTELLECTUAL PROPERTY
6.1 The copyright in any reports, documents, applications and/or software and any computer applications prepared or developed for the Client in the course of carrying out the Services shall belong to APSL but shall become the property of the Client once the final payment for the Goods and/or Services as agreed has been paid for in full.

6.2 Notwithstanding the assignment of copyright in any of the items referred to in condition 6.1 above APSL will be entitled to use all know-how and/or software tools developed for or in the course of providing the Goods and/or Services, without restriction.

CONFIDENTIALITY
7.1 All materials or documents in which APSL posses copyright or has a proprietary interest including without limitation all written information, drawings, diagrams, videos, data and audio tapes and data diskettes disclosed to the Client in relation to the supply of Goods and/or Services to the Client shall constitute confidential information and shall not be copied or reproduced or disclosed to any third party without APSLs prior written consent.

7.2 The Client shall ensure that its employees, agents and all others to whom the Client is authorised by APSL to disclose confidential information comply with the obligations not to disclose confidential information set out in condition 7.1

TERMS OF PAYMENT
8.1 Payment shall be due to APSL in all events within 30 days from the date of invoice provided that payment shall become due on demand in any event forthwith upon the occurrence of any of the events referred to in Condition 13.

8.2 The Client shall be invoiced for the provision of Goods and/or Services as follows:

8.2.1 If the Contract includes the provision of Service the Client shall be invoiced at the end of the Service, APSL reserves its right to invoice the Client separately for differing Services contracted for under the same Purchase Order;

8.2.2 If APSL provides training, payment shall be made in full no later than seven days prior to the commencement of the training;

8.2.3 If APSL supplies Goods to the Client, APSL reserves the right to immediately invoice the Client for the price of the Goods delivered to the Client;

8.2.4 If Goods are to be installed by APSL the installation charge for the Goods shall be invoiced following a successful demonstration that the Goods are functioning in accordance with the performance criteria agreed between the Client and APSL (if any).

8.3 The sums due to APSL under the Contract shall be due in full to APSL in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set off lien or any other similar right or claim.

8.4 The time of payment shall be of the essence of the Contract.

8.5 Without prejudice to any other rights it may have, APSL is entitled to charge interest at 4% above the prevailing base rate of National Westminster Bank Plc per month on overdue payments, such interest payments to run from the due date of payment until payment in full is received (both before and after any judgment) and/or to suspend the provision of Services or delivery of Goods.

DELIVERY OF GOODS
9.1 All times or dates given for delivery of the Services and/or Goods are given in good faith but without any responsibility on the part of APSL. Time of delivery shall not be of the essence of the Contract nor shall APSL be under any liability beyond its control.

9.2 Claims for non-delivery, loss or damage to the Goods must be made within two days of delivery or expected delivery.

9.3 If the client fails to give notice in accordance with condition 9.2 the Goods shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Client it shall be bound to accept and pay for the same accordingly.

9.4 Unless otherwise stated prices are exclusive of carriage and insurance to the Client's premises.

RETURN OF GOODS
10.1 Goods supplied in accordance with the Contract cannot be returned without APSL's prior written authorisation. Duly authorised returns shall be sent to APSL's premises at the expense of the Client. In any event all goods returned to APSL must be returned in the same condition and packaging in which they were originally delivered to the Client.

10.2 If the Goods have been supplied in accordance with the Contract and the return of the Goods has been authorised in accordance with condition 10.1, APSL reserves the right to levy a handling charge of 15% (fifteen per cent) of the sale price of the Goods.

PASSING OF TITLE AND RISK IN GOODS
11.1 From the time of delivery the Goods shall be at the risk of the Client. The Client shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed in writing the Goods shall remain the property of APSL until all payments under the Contract have been made in full and unconditionally.

11.2 Until title to the Goods is passed under Condition 11.1 the following shall apply:

11.2.1 The Client shall keep the Goods separate and identifiable from all other goods in its possession as bailee for APSL;

11.2.2 APSL shall have the power to resell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of Law or implication or otherwise and for such purposes APSL and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Client to remove the Goods;

11.2.3 The Client shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in a type of business for which the Goods have been supplied in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The insurance policy shall bear an endorsement recording APSL's interest.

11.2.4 In all events the client shall not modify, adapt, upgrade or in any way alter the specification, functionality or applications of Goods in any way whatsoever until title has passed.

LIMITATION OF LIABILITY
12.1 The parties agree that it is reasonable in the circumstances that APSL shall not be liable for any direct or indirect loss or damage to property or persons however arising from the sale, use or installation of the Goods or from any defect in the Goods, in no event shall any failure of any kind on the part of APSL give rise to any liability or loss of revenue, loss of business, loss of anticipated savings, loss of good will or reputation or any other loss or damage arising for any reason whatsoever save that nothing contained in this Contract seeks to limit APSL's liability for death or personal injury arising from the negligent act or omission of APSL's agents or employees.

12.2 APSL can help Clients to specify or choose computer hardware and/or software, but the assessment and selection of the Client's chosen Goods for the Client's purposes must be the Client's ultimate responsibility. APSL undertakes only that in giving such advice/assistance (if any) it has acted in good faith and has not been wilfully misleading

12.3Where the Contract relates to the provision of Services, APSL's liability to the Client for any loss or damage of whatsoever nature and howsoever cause shall be limited to and in no circumstances other than direct damage to the Client's premises exceed the price payable for the Services.

12.4Where the Contract relates to the provision of Goods, APSL's liability to the Client for any loss or damage of whatsoever nature and howsoever cause shall be limited to and in all circumstances other than the direct damage to the Customer's premises not exceed the price payable for the Goods.

12.5APSL shall not be liable for imperfect work caused by any inaccuracies in any drawings, bills of quantities or specifications supplied by the Client.

12.6In no event shall APSL's liability to the Client for direct damage to the Client's property arising from the supply of Services and/or Goods exceed £1,000,000.

12.7The Client will indemnify and hold APSL harmless against all and any loss, damage, claim or otherwise arising due to the death, personal injury or damage to the property of employees, agents or APSL sub-contractors whilst on the Client's premises for the purposes of provision of the Services and which arise due to the negligence, act or omissions of the Client, its agents or employees.

DEFAULT OR INSOLVENCY OF CLIENT
13.1 If the Client should be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Client's property or assets or if the Client shall make or offer to make any arrangement or composition of its creditors or any bankruptcy petition would be presented against him or (if the Client is a company) if any resolution or petition to wind up, such company shall be passed or presented or if the receiver, administrative receiver or administrator of the whole or any part of such company undertaking property or assets shall be appointed, APSL in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every Contract between APSL and the Client or may (without prejudice) by notice in writing suspend the Services until any default by the Client be remedied.

FORCE MAJEURE
14.1 APSL shall be entitled to delay or cancel or if it is prevented from or hindered in or delayed in the provision of Services or as the case may be supply of Goods through any circumstances beyond its reasonable control including but not limited to strikes, supply failure, lock-outs, accidents or warfare.

SUB-CONTRACTING
15.1 APSL may assign or sub-contract the whole or any part of the Contract to any person, firm or company.

PROPER LAW
16.1 The Contract in all aspects should be governed by English law and shall be deemed to have been made in England and the Client and APSL agree to submit to the non-exclusive jurisdiction of the English courts.