CONDITIONS OF SALE

1. In these Conditions:-
   "the Supplier" means the following:-
   a) Where Discount-Licensing.com Limited is assigning the Products to the Buyer (both as defined below), Discount-Licensing.com Limited; or
   
   b) Where Discount-Licensing.com Limited is brokering the assignment of the Products to the Buyer, the person, firm or corporation named overleaf, acting through its agent Discount-Licensing.com;
   "the Buyer" means the person, firm or corporation taking an assignment of the Products;
   "The Products" means the licences to use computer software products of which the Buyer has agreed to take an assignment; and
   "The Price" means the total price payable by the Buyer for the assignment to it of the Products, including Value Added Tax or any similar or replacement tax where applicable (unless stated otherwise by the Supplier).
   
   
2. a) Assignment of the Products is granted to the Buyer on the terms of the Contract as defined in Condition 2(c), to the exclusion of any other terms and conditions subject to which any quotation is placed or purported to be accepted or placed by the Buyer.
   
   b) No variation of the Contract shall be binding unless agreed in writing signed by the authorised representatives of the Buyer and the Supplier.
   
   c) No conditions submitted or referred to by the Buyer when placing any order for the Products or incorporated in any of the Buyer's acceptance forms or standard terms and conditions of purchase or elsewhere shall form a part of the contract for the assignment to the Buyer of the Products ("the Contract") unless otherwise agreed in writing by the Supplier, and to the extent that any conditions submitted or referred to by the Buyer would otherwise form part of the Contract then the same shall be deemed to have been waived.
   
   d) No information provided by or on behalf of the Supplier is for use by any other person or company other than employees of the Buyer.
   
   e) Any typographical, clerical or other error or omission or any inconsistency in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by or on behalf of the Supplier shall be subject to correction without any liability on the part of the Supplier.
   
   
3. a) Unless otherwise expressly agreed in writing, the Price must be paid in full on or before the date of the grant of the assignment of the Products to the Buyer (“the due date”). The Buyer agrees to pay interest at the rate of 5% above Barclays Bank PLC base lending rate or 10% per annum (whichever be the higher) on any sum overdue to the Supplier from the due date until the date  of actual payment, whether before or after the date of any judgment.
   
   b) In the event of the Buyer failing to fulfil any terms of payment agreed with the Supplier or if the Supplier shall at any time have any doubts as to the solvency or financial responsibility of the Buyer the Supplier shall be entitled to refuse to make any further assignment of the Products under this or any other Contract except upon receipt of cash or other security satisfactory to the Supplier prior to such assignment.
   
   c) No binding assignment of the Products to the Buyer shall be deemed to be effective unless and until the full amount of the value of the Products as invoiced has been credited to the Supplier's bank account (or, where the Supplier is a person, firm or corporation other than Discount-Licensing.com, the bank account of Discount-Licensing.com) without recourse as cleared funds, or the Supplier (or, where the Supplier is a person, firm or corporation other than Discount-Licensing.com, Discount-Licensing.com) has received the full amount in cash, and the Buyer shall indemnify the Supplier against any loss or damage to or corruption of the computer software which is the subject matter of the Products, or any media on which the said software is stored, whilst in the Buyer's custody prior to the said assignment becoming effective. Risk of damage to or loss of the Products or the said media shall pass to the Buyer at the time of delivery or, if the Buyer fails to take delivery of the Products, at the time when the Buyer has tendered delivery of the Products.
   
   
4. a) If no time for delivery is specified in the Contract, the Buyer shall be bound to take delivery of the Products when they are ready for delivery by the Supplier and the Supplier has notified the Buyer accordingly. Delivery shall be deemed to have taken place when the Supplier has provided to the Buyer written details of all Products and all other information relevant thereto sufficient to enable the Buyer fully to utilise the same.  
   
   b) Unless otherwise agreed in writing the Supplier shall submit its invoice for the Products to the address of the Buyer specified on the relevant order confirmation issued by the Supplier (“the Order Confirmation”).
   
   c) In the event of the performance by the Supplier of its obligations under the Contract being prevented or delayed (whether in whole or in part) by act of God, fire, accident, riot, civil commotion hostilities, war, strikes, lock-outs, import and/or export restrictions, emergency regulations, breakdown of plant, non delivery of raw material or any other event of any kind whatsoever which is beyond the control of the Supplier (whether of the kinds previously listed or otherwise), the Buyer shall have no right of cancellation of the Contract but shall accept an assignment of the Products at such time after the termination or such suspension or delay as the Supplier is reasonably able to effect such assignment. If, however, such assignment is prevented or delayed by reason of any of the above circumstances for a period exceeding ninety days from the date when the Products would otherwise have become available for assignment, then, and unless otherwise agreed in writing, so much of the Contract only as relates to the Products affected shall, if the Buyer shall give notice to the Supplier (or, where the Supplier is a person, firm or corporation other than Discount-Licensing.com, to Discount-Licensing.com) to that effect, be cancelled and the Contract shall remain in force with regard to any other Products covered by it.
   
   
5. These Conditions, the Order Form and any document referred to therein shall, together with any other document which the parties agree in writing shall from part of the Contract, constitute the entire agreement between the parties for the assignment of the Products. In particular, but without limiting the generality of this statement:-
   
   a) In no circumstances shall the Supplier (or, where the Supplier is a person, firm or corporation other than Discount-Licensing.com, Discount-Licensing.com) be bound by or in any way liable for any representation made or any information or advice given to the Buyer or to any other person whatsoever by the Supplier, Discount-Licensing.com or any third party, whether such representation is made or information or advice is given in pursuance of this or any other Contract in any other way whatsoever; and the Buyer hereby acknowledges that it has not been induced to enter into the Contract in reliance upon any such representation, information or advice; and
   
   b) The Supplier shall in no circumstances be bound by or liable for any description, information or illustration contained in any quotation, valuation, catalogue, price list, brochure, leaflet or other documentation of any kind and nothing contained in any such document shall form part of the Contract or any other contract between the Supplier and the Buyer.
   
   Each of the parties agrees that in entering into the Contract it has not relied on any promise, representation, warranty or other statement made by the other which is not expressly set out in the Contract.
   
   Provided that nothing in this Condition 5 shall have the effect of excluding or limiting the liability of either party for fraudulent misrepresentation.
   
   
6. The Supplier hereby warrants that it has full power and authority to enter into the Contract, and that all third party consents required in order to enter into the Contract have been obtained.
   
   
7. The assignment of each of the Products to the Buyer shall take effect by way of the assignment of a licence granted by the creator of the Products to use the same subject to the terms thereof. The Buyer hereby:-
   
   a) acknowledges that it purchases the Products subject to and in accordance with the terms of all relevant licences;
   
   b) acknowledges that the terms of all licences governing the use of the Products have been fully and fairly disclosed to the Buyer, who is deemed to take such assignment with full knowledge thereof; and
   
   c) undertakes to use the Products at all times strictly subject to and in accordance with the terms of all relevant licences.
   
   
8. Neither the Supplier nor (where the Supplier is a person, firm or corporation other than Discount-Licensing.com,) shall have any liability to the Buyer for any loss of profit, loss of revenue, loss of business, diminution of goodwill or any form of indirect, consequential or economic loss of any kind whatsoever suffered or incurred in any way by the Buyer, its successors in title or any person claiming on behalf of or through the Buyer, and relating to the Contract or in any way arising as the result of the assignment of the Products to the Buyer.
   
   
9. The Buyer shall fully indemnify the Supplier and (where the Supplier is a person, firm or corporation other than Discount-Licensing.com) Discount-Licensing.com), its officers and employees, and keep them fully indemnified, from and against all and any actions, claims, demands, costs, losses, expenses, damages and liability suffered or incurred by any of them and in any way arising out of the use by the Buyer or any third party of the Products after the date of assignment to the Supplier, including without limitation where the same are suffered or incurred as the result of any breach by the Buyer or any third party of the terms of any licence governing the use of the Products.
   
   
10. a) The Supplier shall be entitled to terminate the Contract with immediate effect by giving notice to the Buyer upon the happening on any of the following events:
    
    

    (i) Failure by the Buyer to pay any sum to the Supplier under the Contract on the due date:
    
    (ii) Breach by the Buyer of any other provision of the Contract.
    
    (iii) (Where the Buyer consists of one or more individuals), any such individual dying, entering into a composition or arrangement for the benefit of his creditors or having any order made in respect of him under the Insolvency Act 1986 or any act amending or re-enacting the provision of that act;
    
    (iiv) (Where the Buyer consists of a body corporate), the Buyer having a receiver, an administrative receiver or administrator appointed or going into liquidation whether voluntary or compulsory;
    
    (v) The Buyer ceasing to carry on the whole or a substantial part of its business;
    
    (vi) The Supplier reasonably apprehending that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
    
    b) In the event of termination, the Supplier shall immediately be discharged from any further performance of the Contract and the Buyer shall forthwith pay to the Supplier:
    
    (i) All sums accrued due under the Contract:

    (ii) The full Price of all Products in a state ready for assignment but not assigned as at the effective date or termination:
    In addition, any deposit paid to the Supplier shall be forfeited to the Supplier whether or not it exceeds the sums payable by the Buyer set out above and the Buyer shall with immediate effect cease to use any Products which have not, as at the effective date of termination, been effectively assigned to the Buyer.
    
    
11. The Contract is not assignable or transferable by the Buyer in whole or in part except with the express prior written consent of the Supplier.
    
    
12. No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
    
    
13. If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
    
    
14. The Contract shall be construed in accordance with and governed in every respect by the laws of England and all actions arising out of or connected with this agreement shall be brought in the courts for England.
    
    
15. The existence and terms of the Contract shall remain strictly confidential as between the Supplier and the Buyer.
    
    
16. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.