Terms and Conditions

1

DEFINITIONS

In this document the following words shall have the following meanings:

1.1

"Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document;

1.2

"Customer" means the organisation or person who purchases goods and services from the Supplier;

1.3

"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4

"Specification Document" means a statement of work, estimate or other similar document describing the goods and services to be provided by the Supplier, to include any Price List that may be revised from time to time;

1.5

"Supplier" means:
Eco-watch Limited
Blow the Winds
St Ewe
St Austell, UK
PL26 6ER

1.6

"Purchase Order" means a formal written acceptance of the Specification Document to be accompanied by an appropriate reference number from the Customer.

2

GENERAL

2.1

These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer, save where the contract for the supply of goods is entered into under the terms of Eco-watch's Web Sale Standard Terms and Conditions for Supply of Goods.

2.2

Quotations and estimates issued by the Company are free of obligation, and are time limited to 30 days. An Estimate constitutes an Offer to Treat only, and no contract shall be formed until an acceptance of the Customer's Purchase Order has been confirmed in writing by the Supplier. Confirmation of acceptance of these Terms and Condition will be deemed given when the Customer places a Purchase Order for the Goods or Services contained in the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

2.3

The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

2.4

Unless otherwise specified, the Supplier shall not be responsible for the quality and consistency of the wildlife at the proposed location of any project as cited in the Specification Document.

3

PRICE AND PAYMENT

3.1

The price for the supply of goods and services are as set in the Specification Document. The Supplier shall invoice the Customer by pro-forma for, in the case of the provision of goods and services, the full amount apportioned to the provision of goods and half of the amount attributable to the provision of services.

3.2

The Supplier shall not provide any goods or services until the pro-forma invoice has been paid.

3.3

The remaining sums due to redeem the full price shall be invoiced upon completion of the provision of goods and services. Invoiced amounts shall be due and payable on the date specified on the invoice or within 30 days of receipt of the invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at the rate of 5.00% per annum above the base rate of the Bank of England.

4

SPECIFICATION OF THE GOODS

All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5

DELIVERY OF THE GOODS

5.1

The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.

5.2

All risk in the goods shall pass to the Customer upon delivery whether that is their address for business or not.

6

TITLE AND RESPONSIBILITY FOR GOODS

Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods. Responsibility for the care and insurance of the goods passes to the Customer upon delivery at the address specified by the Customer.

7

CUSTOMER`S OBLIGATIONS

7.1

To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.2

The Specification Document assumes that there is to be no difficulty laying any necessary cable or wireless infrastructure. The Customer shall ensure that all enquiries have been made as to the existence of utilities, associated pipes, lines, cables and wireless transmission equipment that could cause interference, and that any licence to attach or install equipment in sensitive locations or planning consent has been attained by the Customer prior to installation, to ensure that the Supplier is able to lay cable or set wireless transmission equipment in the correct location. If the existence of such utilities means the Specification Document must be altered or additional cost incurred due to the type or laying of cable provided, then the Supplier is not liable for any extra cost which shall be passed to the Customer.

7.3

At the discretion of the Supplier, the Customer shall be liable to compensate the Supplier for any expenses, including daily rate of engineer for these purposes fixed at £450.00 per day or part thereof, incurred by the Supplier as a result of the Customer's failure to comply with Clause 7.1 and 7.2

7.4

Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days' written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier's losses in such a case. For the avoidance of doubt, the Customer's failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.

7.5

In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

8

ALTERATIONS TO THE SPECIFICATION DOCUMENT

8.1

The parties may at any time mutually agree upon and execute new Specification Document or create an Addendum document to express any agreed amendments. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document or the Addendum Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.

8.2

The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

8.3

Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

8.4

Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

9

WARRANTY

9.1

The Supplier warrants that as from the date of delivery for a period of 1 year the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.

9.2

The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

9.3

Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.

9.4

All work that falls validly under the warranty shall be carried out free of charge. Where the fault is with a removable component, that part shall be returned to Eco-watch where it will be tested to determine whether the fault is inherent and covered. Please also note that your warranty may be voided by external influences such as the inclusion of new and possibly incompatible parts to the system, and carrying out maintenance on the equipment yourself where no training has been undertaken.

10

SERVICE/REPAIR CHARGES OUTSIDE OF WARRANTY

10.1

Where the Customer seeks to have an item sent back to the Supplier for repair or servicing outside of Warranty, a flat fee of £90.00 plus VAT shall be charged by the Supplier for inspection and/or servicing of the equipment and for this purpose, servicing includes any work carried out on the equipment such as cleaning, but does not include any additional parts to be replaced or upgraded and these shall be charged for accordingly.

10.2

Where repairs, servicing or any other chargeable maintenance requires the Supplier to attend site to carry out the works, the Supplier shall charge a daily rate (to be pre-agreed by the Customer) for the services.

10.3

Where any parts are replaced or upgraded, that component part shall carry a warranty under section 9 above. The inclusion of a replacement part or additional part does not under any circumstances create a warranty in respect of the whole or any other component parts of the said equipment, not shall it create any liability on the Supplier for the costs of retrieving the equipment from situ in the event of a fault occurring within the system/equipment following a repair or servicing.

11

INDEMNIFICATION

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

12

LIMITATION OF LIABILITY

12.1

Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

12.2

In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

12.3

Nothing in these Terms and Conditions shall exclude or limit the Supplier's liability for death or personal injury resulting from the Supplier's negligence or that of its employees, agents or sub-contractors.

13

TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:

13.1

The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

13.2

The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

13.3

The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

13.4

The other party ceases to carry on its business or substantially the whole of its business; or

13.5

The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

14

INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

15

FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

16

INDEPNDENT CONTRACTORS

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.

17

ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

18

SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

19

WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

20

NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

21

ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

22

NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

23

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.