iChange: Terms and Conditions

Terms & Conditions of Purchase

Last updated 17th June 2008

These Terms and Conditions of Purchase (The "Terms and Conditions") TheTerms of Use and ThePrivacy Policy, together form the Agreement between You being an AuthorisedPerson to bind Your Company (The "User/You") and"INTERCHANGE" ("INTERCHANGE/We/Our/Us") and will apply whenthe User purchases goods (The "Goods") from INTERCHANGE on thisWebsite (The "Website") or insofar as they are applicable when theUser purchases by other means. Please read the Terms and Conditions carefullyand retain a copy of the Terms and Conditions for future reference.

This Website may only beused by business Users and not by private consumers. To the extent permitted bylaw, We accept no liability if this Website isaccessed and used by a private individual or consumer.

INTERCHANGE reserves theright to change these Terms and Conditions at any time. Any such change shalltake effect when posted on the Website. It is the User's responsibility to readthe Terms and Conditions prior to carrying out any purchases and the Userscontinued use shall signify acceptance to be bound by the latest Terms andConditions.

For Your convenience, We have listed below some general information aboutOurselves:

INTERCHANGE is a tradingname of Interchange Distribution Limited whose registered address is JamesHouse, Warwick Road, Birmingham B11 2LE;

Company registration numberis: 1487936

E-mail address is finance_enquiries@i-change.co.uk;

VAT registration number is:313651680

FORMATION OF CONTRACT

Set out below is a summary ofthe steps which the User must follow in order to conclude a legally bindingcontract with INTERCHANGE:

Step 1 - Setting up anAccount to purchase via our website.

To make purchases of Goods,all Users (whether or not requesting a credit account) shall be required tocomplete the account registration form and create a User Account (the"User Account").

The User completing theform must be a person authorised to bind the User's Company.

The User must agreeunconditionally to these Terms and Conditions and must indicate its acceptanceby checking the appropriate box at the bottom of the User Account applicationpage.

On successful registration,INTERCHANGE shall issue a User name and password by email. This is a temporarypassword and the User must change this password.

Step 2 - Credit Accounts

If the User wishes to applyfor a credit facility, the User should complete the credit facility applicationform to request a credit account (the "Credit Account").

The User completing thecredit facility application form must be a person duly authorised by thecompany to purchase Goods on its behalf. In the case of a limited company, theform must be signed by a director of the company.

On completion of the creditapplication form, the form should be printed, signed and faxed to the numberdetailed on the form.

INTERCHANGE shall endeavourto contact the User within 1-3 working days to request further information ornotify the decision on the Users credit facility application form.

The application for and useof the Credit Account are subject to these Terms and Conditions. Acceptance ofthe User's credit application is subject to the status of the User andINTERCHANGE reserves the right to refuse applications.

The User hereby consents toINTERCHANGE using the Users details for the purposes of carrying out theappropriate / necessary credit and other such checks necessary to process thecredit facility application.

If successful, INTERCHANGEshall notify the Key Account Holder by email of the Credit Account's creditlimit, (the "Credit Limit") such limit shall be set at INTERCHANGE's sole discretion and INTERCHANGE shall nothave to account to the User for refusals or the Credit Limit set.

Step 3 - Ordering via theINTERCHANGE website

Orders for Goods made viathe Website ("Orders") shall be subject to these Terms and Conditionstogether with the terms of use of the website the availability of the Goods andthe receipt of valid Payment.

The User must have createda User Account and, if purchasing by credit here, a Credit Account, prior togoing to the "Check Out Page". The User willbe prevented from entering the "Check OutPage" and completing the purchase if the User has not logged in using avalid User name and password.

Payment for Orders can bemade in the following ways ("Payment"):

(i)Available Credit on the Credit Account (see the Credit Account Terms) and

(ii) Accepted credit /debit cards as advised on the Website (see the Credit /Debit card terms).

The acceptance of thePayment method, including the provision of credit, is at INTERCHANGE'ssole discretion. INTERCHANGE may remove the access to any of the Paymentmethods at any time at INTERCHANGE's sole discretionand without notice.

The 'confirmation' stagesets out the final details of Your Order. Following this, Wewill send to You an Order acknowledgement email detailing the Goods You haveordered. Please note that this email is not an Order confirmation or Orderacceptance from INTERCHANGE.

Acceptance of Your Orderand the completion of the contract between You and Uswill take place on despatch to You of the Goods Ordered, unless We havenotified You that We do not accept Your Order.

It is mandatory for allUsers to input a valid purchase order number of the User's company ("PO"), where indicated on the ‘checkout' screen.INTERCHANGE reserves the right at any time on giving reasonable written notice,to request a faxed copy of the PO for theOrder. The PO number of the faxed PO must match the PO number provided for theOrder and the PO must be signed.

GENERAL TERMS

1 User Account Maintenance

1.1 INTERCHANGE reservesthe right to refuse the registration of a User Account and to terminate theUser Account at any time, without notice and without liability to INTERCHANGE.

1.2 The User is responsiblefor maintaining the confidentiality of the User's Account, the password, thehint and to prevent unauthorised access to the User's Account. The User agreesto accept responsibility for all activities that occur via the User's Account.

1.3 The User shall take allnecessary steps to ensure that details of the User's Account including theaccount number are kept confidential and secure and will inform INTERCHANGE inwriting immediately if it has any reason to believe that the User Account is,or is likely to be, used in an unauthorised manner.

1.4 The User shall ensurethat the details provided are correct and complete and inform INTERCHANGEimmediately of any changes to the information provided when registering.

2 Credit Accounts

2.1 Where INTERCHANGE hasoffered the user a credit account, orders may be made amount of creditavailable Credit, at the time of the Order. For the avoidance of doubt, theamount of credit used shall be a total of all invoiced Orders and any Ordersmade which have not been invoiced. The User may not exceed the Credit Limit.

2.2 INTERCHANGE reservesthe right to refuse the registration of a Credit Account and to terminate theCredit Account or vary the Credit Limit at any time, without notice and withoutliability to the User.

2.3 The Key Account Holdershall provide INTERCHANGE with details of authorised locations for delivery(the "Locations"). INTERCHANGE shall only deliver Goods to theLocations.

2.4 The Key Account holder,if applicable, shall notify INTERCHANGE of any additional authorised accountholders ("Additional Users"), via the "My Account" tab. TheKey Account Holder shall be responsible for ensuring that the Additional KeyUsers are authorised to bind the User. INTERCHANGE accepts no liability forOrders made by unauthorised persons. The Key Account Holder shall beresponsible for the maintenance of the Additional Users list.

2.5 The Key Account Holdermay request via the "My Account" tab, the addition or substitution ofthe Locations, Additional Users and an application to increase or decrease theCredit Limit. On receipt of the request, INTERCHANGE shall, within a reasonableperiod of time, notify the Key Account Holder of its acceptance of such change.INTERCHANGE's acceptance of such requests is subjectto status and at INTERCHANGE's sole discretion.

2.6 Subject to any creditterms agreed, the User shall pay for Goods no later than 30 days following thedate of INTERCHANGE's invoice.

2.7 If any Payments areoverdue the User will be placed on credit hold and no further Goods will bedelivered or made available to the User until all Payments due to INTERCHANGEunder these Terms and Conditions have been paid. Repeated failure by the Userto comply with INTERCHANGE's Payment terms willresult in permanent withdrawal of credit facilities.

2.8 If Payment is notreceived by the relevant due date INTERCHANGE reserves the right to chargeinterest on

such sum on a day to daybasis (after as well as before any judgment) from the date or last date forPayment thereof to the date of actual Payment (both dates inclusive) at therate of four percent (4%) per annum over Barclays Bank plc base rate (or suchother London Clearing Bank as INTERCHANGE may nominate) from time to time inforce. Such interest shall be paid on demand

2.9 Where credit terms arenot granted the user shall pay for Goods on a cash with order basis in whichcase at least three (3) working days should be allowed for payment to becredited to INTERCHANGE's account. INTERCHANGEreserves the right not to release any Goods or provide any services until allsuch payments are cleared.

2.10 Where credit terms aregranted no amendments will be effective unless made in writing by the CreditManager or Financial controller. Purported amendments by telephone will not beeffective

3 Credit / Debit Cards

3.1 Credit and debit cardPayments are authorised at the point of Order, and are taken at the point ofdispatch of Goods.

3.2 The User confirms thatit has the authority to use the credit / debit card being used on behalf of theUser's company.

3.3 All Payments made viacredit / debit cards are subject to validation checks and authorisation by thecard issuer. The User hereby consents to the use of the Users details for suchpurposes.

3.4 INTERCHANGE is notresponsible for the card issuer or bank charging the User as a result ofINTERCHANGE processing the Payment.

3.5 The Delivery addressfor all credit card Orders will be the Statement address of the card holder.Such addresses are subject to checks and INTERCHANGE reserves the right torefuse to deliver to any address and cancel the Order at its sole discretion.

4 Price and Availability

4.1 Goods are subject toavailability. In the event that We are unable tosupply the Goods, INTERCHANGE shall use its reasonable endeavours to inform theUser of this and, reschedule the delivery date, supply alternative Goods,cancel the Order and if appropriate provide a refund, as agreed between theparties.

4.2 All prices are in UKpounds sterling and Payments shall be made in sterling unless otherwisespecifically agreed. All prices for the Goods do not include VAT (whereapplicable) and delivery charges. The User is responsible for the Payment ofsuch charges.

4.3 All Payments to be madeby the User to INTERCHANGE shall be made in full without any set-off,restriction or condition and without any deduction or withholding for or onaccount of any counterclaim or any present or future taxes, levies, duties,charges, fees, deductions or withholdings of any nature, unless the User isrequired by law to make any such deduction or withholding.

4.4 Whilst INTERCHANGEtries to ensure that all prices are accurate, errors may occur. INTERCHANGEreserves the right to cancel or refuse Orders for Goods, which are discoveredto contain incorrect details. INTERCHANGE shall refund the User if such Goodshave been paid for.

4.5 The pricing offered byINTERCHANGE over the web shall apply solely to Orders made through this websiteunder these Terms and Conditions

5 Delivery

5.1 INTERCHANGE shall onlydeliver the Goods to Users in the UK.

5.2 Delivery Charges shallbe specified when Ordering. Any timescales statedshall be estimates only and INTERCHANGE shall have no liability for any delayor failure to deliver the Goods within any stated timescales. For the avoidanceof doubt, time shall not be of the essence in relation to delivery.

5.3 INTERCHANGE will notdecrease the price of any Goods after acceptance of the order. For theavoidance of doubt INTERCHANGE will not offer Price protection.

5.4 Risk of loss and damageof Goods shall pass to the User from the time of delivery or on the date offirst attempted delivery by INTERCHANGE. A signed delivery note shall besatisfactory proof that delivery has taken place.

5.5 Ownership and title inthe Goods shall pass to the User on delivery of the goods, subject toINTERCHANGE having processed and received Payment in full (together with anyinterest and VAT thereon) in relation to the Goods. If not (and in the case ofpurchase made by credit) then ownership and title shall pass on receipt ofPayment in full for such Goods and all other sums outstanding.

5.6 Until such time astitle to and ownership in the Goods passes to the User, the Goods shall bestored at the Users premises at the User's risk. The User shall return theGoods to INTERCHANGE on demand. If the User fails to return any Goods ondemand, INTERCHANGE shall be entitled with or without notice, without incurringany liability to the User, to enter the User's premises for the purpose oftaking possession of the Goods. The User shall fully indemnify INTERCHANGE inrespect of all INTERCHANGE's costs (including legalcosts) in connection with such removal.

5.7 INTERCHANGE may makepartial deliveries of the Goods by instalments and notwithstanding suchdelivery by instalments the full purchase price will be payable on Order of theGoods. If the User requests part delivery each delivery shall be treated as aseparate Order and, unless otherwise agreed between the parties, shall incurseparate delivery charges.

5.8 It is the User'sresponsibility to ensure that someone is available to receive the Goods at thedelivery address. The User may be liable to pay for the additional charges ofredelivering the Goods if INTERCHANGE is unable to deliver the Goods.

5.9 Claims for non-deliveryor where delivery is not in accordance with the Terms and Conditions will onlybe accepted if notified in writing to INTERCHANGE within 2 working days ofdelivery or within 2 working days receipt of the invoice in case ofnon-delivery.

5.10 In the case ofnon-delivery any collection made by the User's nominated representative at theUser's request will be at the risk of the User. INTERCHANGE cannot acceptresponsibility for fraudulent collection of Goods from a carriersdepot.

6 Cancellation and Return

6.1 The User cannot cancelan Order or return Goods once accepted save as set out in 4.1 or otherwiseagreed.

6.2 Where Goods aredelivered to the User, the User must inspect the Goods immediately upon theirarrival to check whether:-

6.2.1 theGoods have been damaged in transit; and

6.2.2 theGoods are those, and in the quantity, specified in the Order.

6.3 The User will be deemedto have accepted Goods as being in accordance with the Contract unless the Usernotifies INTERCHANGE in writing of any defect in materials or workmanship orfailure to comply with specifications or other data supplied by you or anyother failure of the Goods which would be apparent on reasonable inspection ofthe Goods within two (2) working days from the date of delivery of the Goods.

6.4 In the event of a validclaim by the User under Clause 6.3, INTERCHANGE shall upon return of thedefective Goods at its option replace the relevant Goods or arrange for repairof the Goods within a reasonable time at no cost to the User but otherwiseshall have no liability for such non-compliance.

6.5 Except as providedherein, the User shall not be entitled to return any Product or cancel anyOrders which INTERCHANGE has accepted without INTERCHANGE'sprior written agreement and any such cancellation or return shall be subject tothe Product returned being :-

(1) accompaniedby a reference to a returns note number issued by INTERCHANGE

(2) in"mint" condition, defined as being the condition that they were in atthe time and point of delivery to the User i.e. the packaging must be clean andwith seals unbroken.

(3) completewith all original packing including manuals cables and disks

(4) beinga stock item as defined by INTERCHANGE.

Goods, which are returnedbut do not meet these conditions for acceptance will be refused, will bereturned to the User and the invoice must be paid in full.

6.6 INTERCHANGE may at it's sole discretion accept goods for return and may chargea restocking fee of £35 or 10% of the current product cost if greater

6.7 Any goods accepted forreturn at the discretion of INTERCHANGE must be returned at the User's riskwithin 10 days of the date of confirmation of such acceptance or the acceptance will lapse

6.8 INTERCHANGE shall not accept any return for goods bought specifically to meet the end users order, or configured to meet a customer's specific requirements or for any goods originally invoiced more than 30 days prior to the date of any return request.

7 DOA Policy

7.1 Any Goods failingwithin the specified period of either INTERCHANGE'sinvoice to the User or the User's invoice to their Customer shall be returnedto INTERCHANGE within 10 days of the date of advising the failure toINTERCHANGE following the current returns procedures for full credit to theUser.

7.2 The specified period in7.1 will be as per the manufacturers guidelines

7.3 Goods not returned within10 days of notification will not be accepted and no credit will be issued

7.4 All goods must bereturned with their original packaging including manuals cables and disks

7.5 Upon receipt thereturned goods will be inspected and if they are not found to be faulty will bereturned to the User with no credit note issued or further liability on behalf of INTERCHANGE

7.6 On acceptance of thereturned goods, a credit note will be issued by INTERCHANGE to the User for100% of the value originally invoiced less any applicable restocking fee

7.7 Unless otherwiseagreed, this clause does not apply to Laptop computers with cracked or damagedscreens.

8 Warranty

8.1 To the extent that itis permitted to do so, INTERCHANGE shall pass and / or assign to the User thebenefit, subject to the burden, of any guarantee or warranty covering anydefects in the Goods received by INTERCHANGE under an agreement with themanufacturer or supplier of the Goods.

8.2 The warranty service(if any) will be that provided directly by the manufacturer or supplier (as thecase may be) of the Goods to the User and INTERCHANGE accepts no liability forsuch services. Any validation procedures relating to that warranty service arethe responsibility of the User.

8.3 The warranty of themanufacturer or supplier is in lieu of all other terms or conditions whetherexpress or implied concerning the quality or fitness for purpose of thepurchased Goods and all such other terms, conditions, indemnities andwarranties are hereby excluded to the fullest extent permitted by law.

8.4 If any services areprovided by INTERCHANGE, INTERCHANGE warrants that the services will be carriedout with reasonable care and skill and by suitably trained and qualifiedpersons

9 Limitation of Liability

9.1 Nothing in these Termsand Conditions limit or exclude the parties' liability:

9.1.1 for death or personalinjury caused by the negligence of the parties;

9.1.2 forfraudulent misrepresentation; and

9.1.3 to the extent notpermitted by law.

9.2 Subject to 9.1,INTERCHANGE will have no liability to the User in contract or tort (includingwithout limitation negligence) under or in connection with these Terms andConditions in respect of:

9.2.1 loss of profit, lossof business, loss of revenue, loss of contract, loss of goodwill, loss ofanticipated earnings on savings (whether direct, indirect or consequential); or

9.2.2 lossof use or value of any data or equipment including software, wasted management,operation or other time (whether direct, indirect or consequential) or;

9.2.3 anyindirect or consequential loss

howsoever arising.

9.3 Subject to sections 9.1(for which there shall be no liability) and 9.2, INTERCHANGE'stotal liability (whether in contract, tort or otherwise) for loss or damageshall in any event be limited to the amount paid or payable by the User for theGoods in respect of one incident or series of incidents, or the sum of £100,000whichever is the lesser amount.

9.4 INTERCHANGE shall takeall reasonable precautions to keep your Payment details secure, however,INTERCHANGE accepts no liability, save for where the loss or disclosure causedby INTERCHANGE's negligence, for any losses caused asa result of unauthorised access to information provided by the User.

9.5 The images of the Goodson the Site are correct to the best of Our knowledgeat the time of going to press however the Goods the User Orders may differ inappearance, colour, specification etc. Whilst every effort is made to ensurethat the information provided on the Site (including any descriptions,specification or image) and in the quotation is accurate, INTERCHANGE does notaccept liability for errors and omissions in the information stated on the Siteor for any administration or errors in dealing with the Order. If INTERCHANGEfinds such an error in relation to the Goods Ordered, INTERCHANGE will usetheir reasonable endeavours to contact the User and give User the option ofreconfirming or cancelling the Order at the amended price or if INTERCHANGE isunable to contact the User it shall treat the Order as cancelled and ifapplicable we shall refund all Payments made.

9.6 Any advice orrecommendations given to the User by INTERCHANGE or its employees or agents asto storage, application, use or preference of the goods which is not confirmed inwriting by INTERCHANGE, is followed or acted upon entirely at the User's ownrisk and accordingly INTERCHANGE shall not be liable for any such advice orrecommendation which is not so confirmed.

10 Intellectual PropertyRights

10.1 The Website and the IntellectualProperty Rights contained therein (including all text, graphics, images andother information) is owned by INTERCHANGE and / or its licensors.

10.2 The User understandsand agrees that the material and content contained as part of the Website ismade available for the Users non commercial use only and the User agrees not to(and further agrees not to assist or facilitate any third party to) copy,reproduce, transmit, publish, display, distribute, commercially exploit orquote derivative works of materials and content which forms part of the Sitewithout INTERCHANGE's prior written consent.

10.3 All IntellectualProperty Rights in or relation to the Goods (including any manuals andoperating documentation relating thereto) or in any materials (includingSoftware) created by INTERCHANGE during the course of providing the Servicesshall vest in INTERCHANGE or its suppliers as the case may be and the Usershall have no title to or interest in any such Intellectual Property Rightsexcept to the extent specifically agreed by INTERCHANGE.

10.4 The User will notifyINTERCHANGE immediately if it becomes aware of any illegal or unauthorised useof any of the Goods or any of the Intellectual Property Rights in the Goods andwill assist INTERCHANGE and/or its suppliers in taking all steps necessary todefend the owners' rights.

10.5 The User undertakes toensure that any Software which is sold to end-users or any other third partywill be accompanied by any Licence Agreement (whether shrink-wrap or otherwise)relating to that Software and any other documentation which INTERCHANGE or INTERCHANGE's suppliers may require.

10.6 Unless specificallyauthorised under a Licence Agreement, the User undertakes that it shall not(and that it shall not employ nor permit any third party) attempt to copy,adapt, amend, disassemble, de-compile or reverse engineer Software or any partthereof except to the extent allowed by English law.

11 General

11.1 The User may notassign or sub-contract any of its rights or obligations under these Terms andConditions or any related Order for Goods to any third party unless agreed uponin writing by INTERCHANGE.

11.2 If any condition orpart of these Terms and Conditions is found to be illegal, invalid orunenforceable then that provision will, to the extent required, be severed fromthese Terms and Conditions and this will not affect any other provisions ofthese Terms and Conditions which will remain in full force and effect.

11.3 Neither party shall beresponsible for any event which is outside Ourreasonable control nor for any consequential loss arising from such an event.

11.4 These Terms andConditions do not create or confer any rights or benefits enforceable by anyperson that is not a party (within the meaning of the Contracts (Rights ofThird Parties) Act 1999).

11.5 No delay or failure byINTERCHANGE to exercise any powers, rights or remedies under these Terms andConditions will operate as a waiver of them nor will any single or partialexercise of any such powers, rights or remedies preclude any other or furtherexercise of them. Any waiver to be effective must be in writing and signed byan authorised representative of INTERCHANGE.

11.6 These Terms andConditions contain all the terms which INTERCHANGE and the User have agreed in relationto the Goods and supersedes any prior written or oralagreements, representations or understandings. The User acknowledges that ithas not relied on any statement, promise or representation made or given by oron behalf of INTERCHANGE, which is not set out in these Terms and Conditions.

11.7 These Terms andConditions shall be governed and construed in accordance with English Law.Disputes arising in connection with these Terms and Conditions shall be subjectto the exclusive jurisdiction of the English courts.

11.8 No waiver of oramendment to these terms and conditions shall be effective unless made inwriting and signed by a director of INTERCHANGE. Purported amendments by emailor telephone will not be effective.

11.9 Any terms andconditions appearing in any Order or other document whatsoever issued by theUser shall be void and of no effect and these terms and conditions shalloverride any previous agreements relating to the provision of Goods or Servicesbetween the parties.

12 Special Pricing

12.1 INTERCHANGE are not able to offer Vendor Special Purchasing to Userspurchasing through this website.

12.2 Where the User placesan Order with INTERCHANGE other than via this website INTERCHANGE may at itsown discretion choose to offer Vendor Special Pricing the following conditionsapply:-

12.2.1 Where the PurchaseOrder quotes a Vendor Special Pricing and the price quoted is after the SpecialPricing discount has been applied, the price to be paid by the User willinitially be the price on the accepted purchase order but may be increased tothe price before the Special Pricing discount at INTERCHANGE'sDiscretion if the manufacturer does not accept the Special Pricing claim as aresult of any non compliance by the User with any of the Special Pricing Termsand Conditions governing the Special Pricing

12.2.2 Where the price isincreased under clause 12.2.1 above, the User will pay the additional amounttogether with any Value Added Tax applicable to INTERCHANGE within 14 days ofreceipt of an invoice for the additional amount

12.2.3 INTERCHANGE maysupply goods priced under the Vendor's Special Pricing Terms and Conditions onthe condition that the User

a) obtainsand familiarises themselves with a copy of the current Special Pricing Termsand Conditions

b) complieswith the Special Pricing Terms and Conditions in all respects

c) obtainsand quotes an authorised Special Pricing reference on their purchase order

d) cooperatesfully with any audit or End User Verification process undertaken by or on behalfof the Vendor

e) providesall documentation either detailed in the Special Pricing Terms and Conditionsor reasonably requested by the Vendor as part of an audit or End UserVerification process, either to the Vendor directly or to any nominatedrepresentative within the timescales set out in the Terms and Conditions

12.2.4 The User agrees tofully indemnify INTERCHANGE against any costs arising from an audit or End UserVerification process into goods purchased by the User under Vendor SpecialPricing, where the vendor determines that the Special Pricing claim is notvalid or that the User has not complied fully with the Special Pricing Termsand Conditions governing the Vendor Special Pricing. Such costs to include thevalue of the Special Pricing rebate and cost of an associated audit or End UserVerification Process

12.2.5 INTERCHANGErecognises the sensitive nature of the information which may be required by theVendor as part of their audits or End User Verification Processes andundertakes to

a) keepany such information which is passed to INTERCHANGE confidential to INTERCHANGEand to those employees of INTERCHANGE who need to have access to it for thepurposes of the vendor audit or End User Verification

b) returnor dispose of any such information upon request by the User

c) passthe information to the Vendor only upon request as part of their Audit or EndUser Verification procedures

13 Services

13.1 Where the Userrequires INTERCHANGE to carry out any configuration or installation services asdefined in clause 1.1 herein either for the User and /or the end-userINTERCHANGE shall do so as sub-contractor to the User and this agreement andthe terms contained herein shall constitute the sub-contract.

13.2 INTERCHANGE will useall reasonable endeavours to provide the Services in accordance with the termsof the Contract and will ensure that the Services will be provided with allreasonable care and skill and by suitably trained and qualified persons.

13.3 If the Services are tobe provided according to a timetable("theTimetable") INTERCHANGE shall use all reasonable endeavours to adhere tothe timetable in providing the Services but, save as stated herein, time shallnot be of the essence in the provision of the Services.

14 Termination

14.1 Without prejudice toany other rights or remedies INTERCHANGE might have against the UserINTERCHANGE may terminate a Contract or suspend the performance of itsobligations under a Contract forthwith by notice in writing to the User if:-

(a) theUser defaults in making payment for any of the Goods or Services supplied byINTERCHANGE within seven days of its due date; or

(b) theUser defaults in any of its obligations under these terms or a Contract; or

(c) the User makes anyvoluntary arrangement with its creditors (within the meaning of the InsolvencyAct 1986) or becomes subject to an administration order or goes intoliquidation (otherwise than for the purposes of amalgamation or reconstruction)or a trustee receiver, administrative receiver or similar officer is appointedin respect of all or any part of the business or assets of the DefaultingParty; or

(d) the User is deemedunable to pay its debts within the meaning of section 123 of the Insolvency Act1986 be unable to pay his debts or any steps are taken to wind up the User, oran administrator, administrative receiver or receiver is appointed over theUser's business or any part of its assets.

14.2 Upon termination of aContract under clause 12.1, INTERCHANGE shall have the right, without prejudiceto any other right or remedy available, to enter the User's premises andrepossess the Product or any of them and shall have the right to dismantle anymachinery, product, item or equipment into which the Product or any of themhave been incorporated and the User shall be responsible for all INTERCHANGE's costs and expenses in connection with sodoing.

15 Confidentiality

15.1Eachparty shall treat as confidential all information obtained from the other whichis specifically designated as confidential or proprietary and shall not divulgesuch information to any person (except to such party's own employees and thenonly to those employees who need to know the same) without the other party'sprior written consent such information shall include but not be restricted byprice and availability information howsoever provided

15.2 This clause shall not extend to any information which was rightfully in thepossession of a party prior to the commencement of the negotiations leading toa Contract, which is already public knowledge or becomes so at a future date(otherwise than as a result of a breach of the clause) or which is trivial orobvious.

15.3 Eachparty shall ensure that its employees are aware of and comply with theprovisions of this clause.

15.4 This clause shall apply for a period of 2 yearsfollowing any termination of this contract

16 Airtime Contracts

16.1 INTERCHANGEwill raise a Purchase Order to the User for the value of commissions due underAirtime contracts for the value advised by the service provider when such adviceis received.

16.2 TheUser should invoice INTERCHANGE quoting the Purchase Order reference within 30days of receipt of such an order

16.3 INTERCHANGEwill pay invoices received in agreement with an official Purchase Order at theend of the month following the month of invoice subject to the conditions ofclause 16.4 Clawbacks

16.4 Clawbacks

Where the airtime service provider claws back commissionspaid in respect of contracts signed by the User, INTERCHANGE will

(a) Deductany such clawback from any commission due to the Userat the time the clawback is notified to INTERCHANGEby adjustment to any purchase order due to be raised to the User

(b) Ifany deduction in 16.4 (a) above is not sufficient to extinguish the clawback, cancel any outstanding Purchase Orders alreadyraised to the User up to the value of the outstanding clawback

(c) Ifany deductions under 16.4(a) and 16.4(b) above are not sufficient to extinguishthe clawback, hold any future commissions whichbecome due until such time as the clawback isextinguished. Purchase Orders in respect of future commission will not beraised until such time as all clawback has beenrecovered at which point a Purchase Order will be raised for the balance ofcommissions earned less clawback recovered

(d) AtINTERCHANGE’s option, raise an invoice to the Userfor the value of the clawback irrespective of anyaction taken under this clause for the value of any outstanding clawback not otherwise recovered

(e) Shouldthe above steps not prove sufficient to recover any clawbackdue take whatever action INTERCHANGE deems fit to recover sums due from theUser including legal action for recovery of the sums due together with interestthereon and associated legal costs

16.5 IfINTERCHANGE has reasonable grounds to believe that a commission that is duewill become subject to a clawback, INTERCHANGE mayhold back payment of such commission Commissionpayments will be made at the rate determined by the airtime provider and at therate applicable when the phone is connected to the network as determined by theairtime provider

16.6 Whereclawbacks due from a User become a regular occurrenceINTERCHANGE may at it’s sole discretion withholdfuture commissions due to the User as a float against the value of future clawbacks. Details of any such float will be provided tothe User.

16.7 Clawbacks may arise for a number of reasons including but notrestricted to the following : early termination, disconnection or downgrade ofan airtime agreement by the relevant service provider; discontinuance of anyvalue added service; connections deemed by the service provider to be afraudulent connection; where the end User fails to pay bills issued by theservice provider; where the end User’s call spend or call activity is lowerthan that reasonably expected (as determined by the service provider); wherethe end User does not receive a new phone handset, where the supply to the end Useris made for commission purposes rather than business efficacy and where thereis evidence of non compliance with the service provider’s operationalprocedures (as determined by the service provider).

Commissionsdue to the User may not be deducted against any other sums due to INTERCHANGEunless specifically agreed in writing by the INTERCHANGE Credit Manager