1. These Terms & Conditions apply to the provision of the products or services detailed in our quotation to the person buying the services.

Services
2. We warrant that we will use reasonable care and skill in our performance of the Services that will comply with the quotation, including any specification in all material respects.
3. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
4. All of these Terms & Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations
5. You shall give all information as may be necessary to enable Top Class Computers (UK) Ltd to carry out its obligations under any contract, including in accordance with any time schedules agreed.

Fees
6. The fees for the Services are set out in the quotation and are on a time and materials basis.
8. The price quoted shall not be binding on Top Class Computers (UK) Ltd in the event of mistake or omission whatsoever and howsoever arising.
9. The Fees are of any applicable VAT and other taxes or levies that are imposed or charged by any competent authority.

Cancellation and amendment
10. Once an order for training or supply of goods has been accepted and a training date agreed, cancellation or postponement of the training will be subject to the following charges:
• More than five working days before the training date – no charge
• Three to five working days before the training date – a 50% charge
• 2 working days or less before the training date – training to be charged in full

Payment
11. We will invoice you for payment of the Fees either:
• when we have completed the Services; or
• on the invoice dates set out in the quotation.
12. Payment terms are 15 days unless otherwise agreed in writing.

Intellectual property
13. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
14. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
15. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
16. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
• any indirect, special or consequential loss, damage, costs, or expenses or;
• any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
• any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
• any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
• any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

17. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

18. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
19. If the product to be supplied by a Contract is a Speech Recognition product the Client understands that speech recognition is a statistical process and that recognition errors are inevitable and that it is the responsibility of the Client to correct such errors before using the result of the recognition process. Top Class Computers (UK) Ltd shall in no event be liable for any direct or indirect damage resulting from errors in the recognition process.

Circumstances beyond a party’s control
20. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Confidentiality
22. The Client and Top Class Computers (UK) Ltd shall each keep confidential any information obtained in respect of the other and shall not divulge the same to any third party without the consent of the other unless such information is in the public domain, is provided to that party without restriction by a third party who did not breach confidentiality obligations by doing so, or was known to that party before it was received.

Law and jurisdiction
23. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

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