Standard Terms & Conditions for the Supply of Professional Services (version 18032019)

Between:

(1)NETCALL TELECOM LIMITED, a company registered in England (Company number 02831215) with its registered office at 1st Floor, Building 2, Peoplebuilding Estate, Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 4NW, UK (“Netcall”); and

(2)The entity whose name, registration number and registered office is as detailed on the Netcall order form, signed by an authorised officer of each party (“Customer”).

Customer agrees to purchase the services as specified in the relevant Netcall order form agreed by the parties (“Order Form”) and which shall be subject to these terms and conditions (together the Order Form and these terms & conditions being the “Agreement”). This Agreement shall only come into force when an Order Form has been issued to Customer by Netcall, Customer has returned it signed to Netcall and Netcall has returned to Customer a countersigned copy of that Order Form. No other terms shall apply to the supply of any services by Netcall to Customer other than the terms expressly set out in this Agreement and the relevant Order Form. For the avoidance of doubt the terms of any Customer purchase order shall not be legally binding and may not act as a form of offer, counter-offer, modification, addition to and/or variation of this Agreement and/or any Order Form. In the event of any conflict, the order of precedence shall be firstly, the Order Form, these terms and conditions, then any schedule to this Agreement then any documents referred to in this Agreement.

1.Netcall shall perform the Services as set out herein.

2.All dates applicable to the delivery of the Services are estimates only.

3.All intellectual property rights created by Netcall during the Services shall vest in Netcall.

4.Nothing in this Agreement shall be construed as limiting or excluding the liability of Netcall for: (a) death or personal injury resulting from negligence; (b) any damage or liability incurred by Customer as a result of fraud (including a fraudulent misrepresentation); or (c) any liability which cannot lawfully be limited or excluded. Subject to the foregoing, Netcall's total liability to Customer for any and all claims in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance this Agreement (or any collateral contract) shall be limited to a sum equivalent to the Professional Services Fees paid or payable to Netcall for the Services.

5.Netcall shall not be liable to Customer for any special, indirect or consequential loss.

6.Customer and Netcall shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives and/or any other information that may reasonably be considered to be confidential and which have been disclosed by one party to the other party.

7.This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. No other terms shall apply to the supply of any the Services by Netcall to Customer other than the terms expressly set out in this Agreement.

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