In these conditions
“Contract” means the contract between Procyon and the Customer for the supply of Services.
“Price” means the price for the Services specified in the Contract and any additional sums which become due under these conditions.
“Services” means the services to be provided for the Customer under the Contract.
“Products” means the computer programme or compilation to be delivered under the Contract and includes any media on which that programme is recorded or reproduced by Procyon.

1. The Customer is responsible for ensuring that the Proposal accurately describes the Services they wish to perform and, where appropriate, the Products to be created by the Services.
2. if, after the Contract has been signed, the Customer requests any material change in the nature or scope of the Service or the Products, Procyon will, where possible, incorporate such requests in the Services and/or the Products, but will have the right to charge for any additional work arising out of complying with the request at ts standard charging rates (which are available on request).

1. The Customer will pay the Price by credit transfer or cheque at the times stated in the Contract upon production by Procyon of a valid VAT invoice.
2. If additional charges are payable as a result of additional work referred to in Clause2.2 the Customer will pay Procyon for the additional work within 28 days after receiving a valid VAT invoice.
3. Procyon also have the right to include in any such invoice the amount of any monies paid by Procyon in connection with the Contract but not included in the Price (including, by way of example only, charges for express delivery of the Products).
4. If the Customer fails to pay the full amount of any invoice promptly and on the due date, Procyon have the right (in addition to any other right or remedy it may have) on giving the Customer written notice to suspend the provision of the Services and/or Products until all sums due have been paid in full.. In such an event, the estimated time for performance of the Services or delivery date for the Products shall be extended by the length of time between the date of service of Procyon’s notice and the date of payment.

1. Procyon warrants that it will perform the Services in an efficient and professional manner and that the Products will comply with any description set put in the Contract for a period of ninety days from the date of delivery or installation by Procyon.
2. Project schedules or other time estimates given by Procyon, whether in the Contract or otherwise, are estimates only. Procyon will so far as possible comply with those estimates, but will not be liable for any loss suffered as a result of any delay in the performance of the Services or delivery of the Products, unless the Customer expressly notifies Procyon in writing that the time estimates are essential elements of the contract.

1. Except for the general warranty in Clause 4.1 and any express warranty contained in the Proposal, Procyon excludes all other express or implied warranties as to the performance of the Services.
2. In particular Procyon shall not be liable for any delay or failure to perform the Services resulting from the Customer’s failure to provide materials in accordance with Clause 8 on time.
3. If Procyon fails to comply with any warranty its liability shall in any event be limited to rectifying the error or, if that is not possible, to a refund of any sums paid by the Customer under the Contract in respect of the defective Services.
4. Procyon does not exclude liability for any death or personal injury caused by negligence on the part of Procyon or its employees.

Ownership of the media on which the Products are recorded shall only pass to the Customer when the Customer has paid all monies due to Procyon under the Contract. The risk of any loss or damage to the media, passes to the Customer when the media are delivered to it.

1. Unless otherwise stated in the Contract, the copyright and all other intellectual property rights in the Products shall belong to Procyon but the Customer shall have an exclusive royalty free licence to use the Products for the purpose stated in the Contract.
2. The Customer expressly acknowledges that use of the Products at times, in a manner or for the purposes other than those known to Procyon constitutes a breach of the licence granted by Clause 7.1and may constitute a breach of the terms on which Procyon is entitled to sub-licence use of nay third party software incorporated in the Project.

1. The Customer will provide Procyon with any written materials, illustrations or artwork to be used in or incorporated in the Products at the times and in the format set out in the Contract or agreed between the parties after the Contract has been concluded.
2. The Customer warrants that either
   1. it is the owner of the copyright or any other intellectual property rights in any such material or
   2. it has the permission of the owner to use the material for the purposes of and in the manner intended for the Product.
3. The Customer will indemnify Procyon against all losses incurred by Procyon as a result of any third party claiming that the use of any materials supplied by the Customer infringes that intellectual property rights.

If the Customer decided to cancel its order after the Contract has been concluded, it will pay Procyon for all of the work carried out on the Contract at Procyon’s standard charging rate and for all materials purchased specifically for the purpose of the Contract (even if the sum calculated on this basis exceeds the Price).

Procyon may terminate the Contract giving the Customer written notice if the Customer

1. fails to remedy any breach of the Contract within a reasonable time of being required to do so, or
2. commits any breach of the Contract which cannot be remedied or
3. becomes insolvent within the meaning of the Insolvency Act 1986 or has a receiver appointed any of its assets.

1. If the Contract is terminated under Clause 10, Procyon will have the right to dispose of any materials supplied by the Customer as it deems fit, but undertakes that it will, where possible and provided the Customer pays all costs involved, comply with any request from the Customer to return or destroy the material.
2. The Customer will not at any time while the Contract remains in force or for a period of one year thereafter employ, or offer employment to or in any way seek to entice away from Procyon any member of Procyon’s staff who has been engaged in the performance of the Services, nor directly or indirectly engage any such person other than by way of employment to perform services of a similar nature for the Customer.

1. Procyon and the Customer both agree to keep strictly private and confidential any information about the business or financial affairs of the other which may come into their possession as a result of the Contract
2. The restriction shall not apply to any information which
   1. is in the public domain or comes into the public domain other than through a breach of this confidentiality undertaking, or
   2. was known to the other party from other sources before being disclosed under the Contract, or
   3. either party is required to disclose by law
3. Either party may pass any confidential information about the other to its own employees, but only on a ‘need to know’ basis.

Neither party shall be liable for any failure or delay in the performance of its obligations under the Contract to the extent that such failure or delay arises out of circumstances beyond the reasonable control of that party and of which it has given the other written notice. Without limiting the extent of the previous sentence, “force majeure” shall expressly be deemed to include the failure or non-availability of any internet host or any interruption for any other reason in the service supplied by the Internet Service Provider.

The failure of either party to enforce any provision of the Contract shall not in any way affect its right thereafter to require full performance of the Contract by the other party, and shall not be deemed to constitute a waiver of the relevant provision or of the right to enforce that provision in the case of any subsequent breach.

1. Any notice to be given under the Contract shall be in writing and shall be delivered personally or sent by first class post or fax
   1. to Procyon at its registered office and
   2. to the Customer at the address shown in the Contract or any other address notified by the Customer from time to time.
2. A notice delivered personally will be deemed to have been given at the time of delivery and any notice sent by fax will be deemed to have been given at the time of transmission. A notice sent by post shall be deemed to be received 2 days after it was posted.

The Contract together with these conditions and any other documents annexes to or referred to in the Contract make up the entire agreement and understanding between Procyon and the Customer relating to the Services and Products, and both parties agree that there are no other terms, representations or promises made by the other on which they are relying.

The Contract shall be interpreted and construed in accordance with English Law