"Licence Fee" means the fee referred to in clause 5.3;

"Maintenance Services" means the technical support, fixes, updates and enhancements to the Software provided by Altman Technologies Ltd and/or the developers of the Software.

"Media" means the carrier media on which the Software is recorded and delivered to the Customer;

"Software" means the network management software and related items supplied by Altman Technologies Ltd;

2.1 All contracts between Altman Technologies Ltd and the person acquiring the licence to use the Software ("the Customer") are subject to the following terms and conditions. No addition or variation to these conditions or any contract is effective unless agreed in writing and signed by an authorised representative of Altman Technologies Ltd. These conditions override any other terms and conditions in any document or other communication used in any order by the Customer.

2.2 Any quotation given by Altman Technologies Ltd is not an offer of a contract. A binding contract is created when an acknowledgement of the Customer’s order ("the Acknowledgement") is sent by Altman Technologies Ltd. The Acknowledgement will be sent by e-mail or fax and will be deemed to have been received by the Customer within 2 hours of sending.

3. Goods and Services Included

3.1 In this clause 3 the following words and expressions shall have the following meanings:

"Initial Maintenance Period" means a fixed period of 12 months commencing on the date of delivery of the Software to the Customer;

"Extended Maintenance Period" means a rolling period of 12 months commencing on the day following the expiry of the Initial Maintenance Period ("the Commencement Date") and thereafter on the relevant anniversary of the Commencement Date;

"Maintenance Period" means the Extended Maintenance Period or the Initial Maintenance Period.

3.3 Subject to payment of the Licence Fee the Customer will receive the Maintenance Services during the Initial Maintenance Period, but subject to earlier termination as provided in these terms and conditions.

3.4 Subject to clauses 3.5 and 3.6, Altman Technologies Ltd shall provide and the Customer shall be obliged to pay the Maintenance Charge (as defined in clause 5.4) and shall receive the Maintenance Services during the Extended Maintenance Period until the Customer gives notice to Altman Technologies Ltd as provided for in clause 3.6, subject always to the provisions for earlier termination provided in these terms and conditions.

3.5 Notwithstanding clause 3.4, Altman Technologies Ltd may elect not to provide the Maintenance Services during any Extended Maintenance Period by giving notice to the Customer not later than 30 days prior to the expiry of the previous Maintenance Period.

3.6 The Customer may elect not to receive the Maintenance Services during any Extended Maintenance Period by giving notice to Altman Technologies Ltd not later than 30 days prior to the expiry of the previous Maintenance Period.

3.7 For the avoidance of doubt, if the Customer does not give notice to Altman Technologies Ltd as provided for in clause 3.6 the Customer shall be invoiced for the provision of the Maintenance Services during the next Extended Maintenance Period in accordance with clause 6.3.

4.1 The Maintenance Services do not include the provision of on-site training and consultancy services. If such services are requested by the Customer they will be provided at Altman Technologies Ltd’s standard rates prevailing from time to time.

4.2 Customers requiring technical support should contact Altman Technologies Ltd by e-mail or telephone and Altman Technologies Ltd shall respond to such requests as quickly as possible but time shall not be of the essence. Technical support will be provided to the Customer by e-mail or telephone by duly authorised representatives of Altman Technologies Ltd between the hours of 9.30am and 5pm (UK time) Monday to Friday, excluding public and other published holiday periods.

5. Price

5.1 Subject to clause 5.2, all goods and services are supplied at prices ruling at the date of delivery. All prices stipulated are exclusive of VAT.

5.2 Where a quotation has been given by Altman Technologies Ltd, Altman Technologies Ltd will fulfil orders which are received within 30 days of the date of the quotation at the price quoted.

5.3 The Licence Fee shall be the price stipulated on the Acknowledgement. The Licence Fee shall include the supply of the Software and the provision of the Maintenance Services during the Initial Maintenance Period unless otherwise agreed in writing by Altman Technologies Ltd. It shall not include the provision of the Maintenance Services during the Extended Maintenance Period.

5.4 The minimum cost per annum for the Maintenance Services during each Extended Maintenance Period ("the Maintenance Charge") shall be stated on the Acknowledgement. Altman Technologies Ltd shall in its discretion be entitled to increase the Maintenance Charge in each year by 5%, and the Maintenance Charge payable shall be the amount stipulated on the invoice issued in accordance with clause 6.3.

5.5 If Altman Technologies Ltd wishes to increase the Maintenance Charge by more than 5%, it shall notify the Customer of its intention to make such a change not less than 30 days prior to the expiry of the preceding Extended Maintenance Period.

5.6 Altman Technologies Ltd reserves the right to charge an additional sum in respect of delivery, packaging or insurance.

6. Payment

6.1 Unless otherwise stated, the Licence Fee shall be due and payable to Altman Technologies Ltd without set off or counterclaim within 28 days of the date of supply of the Software.

6.2 Altman Technologies Ltd may in its discretion require payment of the Licence Fee in full in advance of delivery.

6.3 Unless notice is given by the Customer in accordance with clause 3.6 an invoice in respect of the Maintenance Charge will be issued in the month prior to the expiry of the Initial Maintenance Period or the preceding Extended Maintenance Period as appropriate. Payment of the Maintenance Charge shall be made to Altman Technologies Ltd without set off or counterclaim within 28 days of the date of the invoice.

6.4 Time of payment is of the essence of every contract and on failing to make full and prompt payment the Customer shall become liable to pay to Altman Technologies Ltd interest on the amount due calculated at 4% above the Lloyds TSB base rate calculated from the date of due payment until the date of actual payment. Any fees or charges which may be incurred in the collection of overdue accounts will be chargeable to and payable by the Customer.

7. Dispatch and Delivery

7.1 Any stated delivery date or time is an estimate only and shall not be of the essence in this Contract. Altman Technologies Ltd will use reasonable endeavours to meet any such date or time but it shall not be binding on Altman Technologies Ltd and Altman Technologies Ltd shall not incur any liability whatsoever for any loss or damage resulting from the delay however caused.

7.2 Delivery shall be made electronically, or at the premises specified by the Customer. If the Customer requests special delivery arrangements, any additional costs incurred shall be payable by the Customer.

7.3 The Software shall be deemed to have been delivered as follows:

(a) electronic delivery – within two hours of dispatch by Altman Technologies Ltd;

(b) delivery to the Customer’s premises – at the time of actual delivery; or

(c) recorded delivery overseas – within 96 hours of posting.

The Customer will not acquire title, copyright or other proprietary rights in the Software, including any materials provided under the Maintenance Service or in any copies of it.

9. Termination

9.1 If the Customer shall fail to pay to Altman Technologies Ltd on the due date any sum payable or shall breach any other provision of these terms and conditions, or shall have a Receiving Order in Bankruptcy made against him or make any arrangements with his creditors or being a body corporate shall have a receiver appointed or if any order shall be made or any resolution passed for winding up of the Customer, Altman Technologies Ltd may without prejudice to its other rights, demand immediate payment by the Customer of all unpaid accounts and suspend further delivery and cancel this and any other contract between Altman Technologies Ltd and Customer without any liability attaching to Altman Technologies Ltd in respect of such suspension or condition and debit the Customer with any loss sustained thereby.

9.3 If the Customer cancels his order, Altman Technologies Ltd shall be entitled to retain any payment made by the Customer to recover any loss sustained thereby from him.

10. Descriptions
All specifications, descriptions, drawings, catalogues, advertising matter and samples of the Software are approximate only, being intended to serve as a guide and so the Customer shall not rely on them and Altman Technologies Ltd shall not be liable for their accuracy.

11. Warranties

11.1 Altman Technologies Ltd warrants that if Altman Technologies Ltd (acting reasonably) is satisfied that the Software is defective, and the defect has not been caused by the Customer, the Customer has not attempted to repair or alter the Software or combine the Software with any other software or equipment without the prior consent of Altman Technologies Ltd and the Customer has paid the Licence Fee (and any Maintenance Charge that may be payable) then during the Initial Maintenance Period and any Extended Maintenance Period paid for by the Customer, Altman Technologies Ltd shall at its option make good the defect by repair or replacement.

11.2 If upon investigation a problem is found not to be the responsibility of Altman and Associated under the provisions of this clause, then the Customer shall pay all reasonable costs and expenses incurred by Altman Technologies Ltd as a result of such investigation.

11.3 Altman Technologies Ltd does not exclude or restrict the liability of Altman Technologies Ltd for death or personal injury resulting from negligence, or for breach of the obligations arising from Section 12 of the Sale of Goods Act 1979 (Altman Technologies Ltd’s implied undertakings as to title).

11.4 Save as mentioned in this clause 11, all representations, conditions, warranties and other terms, express, implied or statutory as to the nature, condition, quality, description or fitness for any purpose of the Software, and all liability of Altman Technologies Ltd however arising in respect of any of the same, are hereby expressly excluded.

11.5 Save as mentioned in this clause 11, in no circumstances shall the liability of Altman Technologies Ltd to the Customer (whether in contract or for negligence or otherwise) exceed the price of the Software received by Altman Technologies Ltd.

11.6 Save as mentioned in this clause 11, in no circumstances, shall Altman Technologies Ltd be liable for any indirect, special or consequential losses (including the loss of anticipated profits) howsoever arising, even if Altman Technologies Ltd has been advised of the possibility of such potential loss.

12. Customer’s obligations

12.1 The Software may not be used by any person other than the Customer or an employee of the Customer in the course of his employment with the Customer.

12.2 The Customer is permitted to make a back up copy of the Software, but shall not otherwise make or permit others to make any copies of the Software without the prior consent of Altman Technologies Ltd.

13. Intellectual Property
Altman Technologies Ltd shall not be liable for any infringement of any intellectual property rights caused by the Software or its use by the Customer. The Customer shall forthwith notify Altman Technologies Ltd of any allegations of any such infringement. Altman Technologies Ltd may at its own expense conduct negotiations or proceedings arising from any such allegation.

14. Force Majeure
Whilst Altman Technologies Ltd intends to use all reasonable endeavours to perform each contract properly, Altman Technologies Ltd may terminate, cancel, rescind and/or suspend for any period, and/or reduce the quantities to be supplied under any contract without liability for resulting loss or damage if the performance of its obligations under the contract is in any way adversely affected by any event outside its reasonable control.

15. Law and Jurisdiction
These terms and conditions are governed by English law and the parties submit to the jurisdiction of the English court.

16. Notices
Any notice under these terms and conditions shall be in writing and given:

(a) to Altman Technologies Ltd at 2 Hawthorn Park, Coal Road, Leeds, West Yorkshire, LS14 1PQ, UK.

(b) to the Customer at its Registered Office or any other address or fax number from which Altman Technologies Ltd has received communication from the Customer.