PURPLE COMMUNICATIONS LTD TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

1.1 Purple Communications Ltd.

1.2 "Customer" means the organisation placing an Order with Purple Communications Ltd

1.3 "Completion" means the earlier of: either acceptance of the Contract work by the Customer in accordance with any agreed acceptance criteria therefore as set out in the Order, or handover by Purple Communications Ltd of the Contract work in good working order to the Customer or another contractor, or the issue by Purple Communications Ltd of a handover certificate in respect of the Contract work.

1.4 "Order" or "Contract" means a duly authorised order from the Customer for the Services and Products accepted by Purple Communications Ltd to which these Conditions shall apply.

1.5 "Products" means equipment and/or programs to be supplied under the Order.

1.6 "Services" means the work which Purple Communications Ltd will perform under the Order.

2. RESOURCES

2.1 Purple Communications Ltd will assign appropriately qualified personnel to perform the Services and will use all reasonable endeavours to minimise changes of personnel so assigned.

2.2 The Customer will give Purple Communications Ltd promptly on request such information and facilities as Purple Communications Ltd reasonably requires for the provision of the Services.

2.3 The Customer will, before commencement of the Services, nominate an authorised representative who will be the Customer's prime point of contact with Purple Communications Ltd and whose decisions will bind the Customer for the purpose of the Contract.

2.4 The Customer will use all reasonable endeavours to minimise changes in the personnel assigned to discharge the Customer's obligations under the Contract.

3. TIMESCALES AND PROGRESS CONTROL

3.1 Purple Communications Ltd will use all reasonable endeavours to meet any Completion Date stated in the description of the Services or subsequently agreed in writing. The commencement date of any timescale stated in the Contract shall be the date of acceptance by Purple Communications Ltd of the Order.

3.2 Before commencement of the Services the parties will agree appropriate methods and frequency of monitoring the progress of the Services and of the completion of any phases of the Contract.

3.3 If idle time is incurred through failure of the Customer to meet its obligations, Purple Communications Ltd may revise any schedule date for Completion of any part of the Services or by giving seven days' written notice to the Customer suspend the Contract. Resumption of the Services would only occur once the parties had agreed a revised programme and any other terms consequent on the suspension.

4. PRICES

4.1 Prices are as set out in the Quotation/Order.

4.2 If the provision of the Services is delayed/cancelled other than through the fault of Purple Communications Ltd then:

(a) Purple Communications Ltd will be entitled to charge the Customer in respect of idle time incurred as a result of such delay and/or for wasted time incurred owing to the provision by the Customer of incorrect information, and

(b) the Completion date of any part of the Services will be deferred by a reasonable period which shall be not less than the period of such delay.

(c) the cancellation of any order will incur a charge of 20% UK List price and full cost of any service to be provided

5. PAYMENT TERMS

5.1 Payments under the Contract will fall due to be made at the time(s) and to the bank account indicated in the Order. In the absence of such indication, Services will be charged monthly in arrears on a pro rata basis if there is a lump sum price but otherwise such monthly charges will be for the value of work done; payment for equipment will be made following its delivery to the Customer's premises Purple Communications Ltd will raise invoices at such times and payment in full will be due from the Customer within 30 days from date of invoice.

5.2 If any payment under the Contract is overdue, Purple Communications Ltd reserves the right to suspend work under the Contract and to charge interest on a daily basis from the due date at four (4) per cent above HSBC PLC Base Rate in force from time to time, and to repossess Products which have not been paid for.

6. PRODUCTS WARRANTY

6.1 Purple Communications Ltd warrants that the Products will conform to their product descriptions, but Purple Communications Ltd reserves the right to make design changes to Products provided that they do not adversely affect their function, performance or price.

6.2 For Products which are not manufactured or produced by Purple Communications Ltd but which Purple Communications Ltd agrees to procure for the Customer under the Order, the Customer will only be entitled to the guarantee or warranty offered by the manufacturer or producer of such Products insofar as Purple Communications Ltd is able to enforce the same against such manufacturer or producer.

6.3 These warranties state the full extent of Purple Communications Ltd obligations regarding the quality, fitness or description of the Products. All other representations, warranties, conditions, terms and statements relating to such attributes, express or implied, statutory or otherwise are hereby excluded save to the extent that their exclusion is not permitted by law.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Purple Communications Ltd and its licensors retain all intellectual property rights in the Products.

7.2 The supply of the Products and the publication of any information or technical data relating thereto does not imply (and Purple Communications Ltd gives no warranty as to), freedom from the patent, registered design or other industrial property rights of third parties.

8. CONFIDENTIALITY

The parties agree not to disclose to any third party, other than for the purposes of performing the Contract, any secret or confidential information or method of working revealed to each other, and within fourteen days of termination of the Contract for any reason whatsoever, will return any books, papers, records or other property belonging to each other if so requested. The provisions of this Condition will survive termination of the Contract.

9. TITLE AND RISK

Purple Communications Ltd retains title to equipment until it has been paid for in full. The Customer will bear the risk of loss or damage to the Products from the point of delivery. The Customer is advised to insure the Products from such point.

10. PROGRAM LICENCE

Programs are supplied subject to the licensing terms as stated in the Program Licence Conditions below. Where other licensing terms are packaged and delivered with the programs such terms shall, in the event of conflict, prevail over such Program Licence Conditions.

11. CONTRACT CHANGE CONTROL

11.1 The Customer may at any time request and Purple Communications Ltd may at any time recommend changes in the Services and/or the Products.

11.2 Neither party will be obliged to agree to any requested or recommended change but neither party will unreasonably withhold its agreement to such request.

11.3 Purple Communications Ltd will advise the Customer of the likely impact of any requested or recommended change on the prices and on the timescales for the Services.

11.4 Until such time as any change is formally agreed, Purple Communications Ltd will, unless otherwise agreed, continue to perform and to be paid for the Services and Products as if such change had not been requested or recommended.

11.5 The parties will respond in writing to or will meet to discuss, any requested or recommended change as soon as practicable, and in any event within four weeks following receipt of the request or recommendation.

11.6 Any agreement to a requested or recommended change will become valid as an amendment to the Contract only when recorded in writing and signed by authorised representatives of both parties.

12. ACCEPTANCE

The Services will be deemed to have been accepted by the Customer when any agreed acceptance criteria therefor, as set out in the Order, have been satisfied. In the absence of such criteria, acceptance by the Customer will be deemed to have occurred on Completion.

13. EXTENT OF LIABILITY

13.1 Purple Communications Ltd accepts no liability for any and all claims by the Customer for loss or damages, whether in contract, by reason of negligence or otherwise, or whether related to any single event or series of connected events, shall not exceed the greater of the Contract price or �500,000 (five hundred thousand pounds sterling), but is in any event subject to the other express provisions in these Terms and Conditions limiting or excluding liability insofar as these are enforceable at law.

13.2 Purple Communications Ltd shall have no responsibility or liability for Products or Services supplied by persons other than Purple Communications Ltd or for modifications to any equipment or programs which are made by persons other than Purple Communications Ltd

13.3 In no event shall Purple Communications Ltd be liable for any incidental, indirect or consequential damages, loss of use, loss of data, loss of business, loss of revenue or loss of profits incurred by the Customer.

14. TERMINATION

Purple Communications Ltd reserves the right to terminate the Contract and all rights granted under it summarily by written notice if the Customer commits any material breach of contract, or if the Customer has suffered an event of insolvency, liquidation or bankruptcy or any event analogous thereto, or if any circumstances have arisen which provide reasonable grounds for Purple Communications Ltd to believe that any such event is about to occur or that for any other reason the Customer is likely to default on payments.

15. ASSIGNMENT

Purple Communications Ltd may assign its rights and obligations under the Contract to another company within or associated with. Purple Communications Ltd The Customer may not assign any of its rights or obligations under the Contract without the prior written agreement of Purple Communications Ltd

16. FORCE MAJEURE

Purple Communications Ltd will not be liable for failure or delay in delivery or Completion, or in the performance of any other obligations under the Contract due to any cause beyond the reasonable control of Purple Communications Ltd or any of its suppliers or subcontractors.

17. GOVERNING LAW

The Contract will be governed and construed in all respects in accordance with English Law.

18. SOLE TERMS

The Order is accepted on these Terms and Conditions, to the exclusion of all others, unless otherwise specifically agreed in writing prior to the date of Purple Communications Ltd acceptance of the Order.

L5 Warranty

L5.1 Purple Communications Ltd warrant that it will investigate any intrinsic error or non-conformance to the relevant product description reported to Purple Communications Ltd within 90 (ninety) days of licence commencement and provide error correction services or, where available, avoidance information.

L5.2 No guarantee is given of uninterrupted or error-free running or that all errors will be rectified by error correction or avoidance action.