IMPORTANT: PLEASE READ CAREFULLY

UPON MAKING FIRST PAYMENT, THE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE

Service Subscription

1. DEFINITIONS

1.1 The followings words and phrases shall have the meanings as set out below:

Agreement means the contract comprising these terms and conditions;

XEDI (UK) Ltd. means XEDI (UK) Ltd. (company number 04871515) whose registered office is at 4b Cartwright Court, Bradley Business Park, Huddersfield, West Yorkshire, HD2 1GN;

Help Desk Support means the telephone or e-mail support provided by XEDI (UK) Ltd. on any business day (excluding weekends and bank holidays) during the hours of 09:00am to 17:00pm;

Intellectual Property Rights means all copyright and rights in the nature of copyright, design rights, patents, trade marks, applications for any of the foregoing, moral rights, know-how, confidential information or any other intellectual or industrial property rights whether or not registered or capable of being registered and those subsisting in the United Kingdom or any other part of the world;

Login Details means the login user name and password, which enable the Subscriber to access the XEDI Service;

Retailer means the company whom you are trading with using this Service.

Standing Order Mandate means the instructions (prepared by XEDI (UK) Ltd.) to the Subscribers bank to pay the Subscription Charge; provided by XEDI (UK) Ltd. (so they can't just send their own in)

Subscriber means the party to this Agreement, whose details are recorded in the Order Form and Standing Order Mandate;

Subscription Charge means (unless otherwise specifically agreed in writing) the sum stated on the Order Form , payable by the Subscriber in accordance with Clause 7 below.

XEDI Service means the web based Electronic Data Interchange service which is accessible from the website with the URL http://www.webedi.co.uk, details of which are described within;

Order Form means the document delivered to the Subscriber containing the Login Details.

2. XEDI (UK) Ltd. OBLIGATIONS

2.1 In consideration for payment of the Subscription Charge, XEDI (UK) Ltd.:

2.1.1 grants to the Subscriber a non-exclusive, terminable right and licence to access and utilise the XEDI Service using the Login Details; and

2.1.2 shall provide the Help Desk Support

2.1.3 shall process data between the Subscriber and Retailer, which involves adding, amending, and omitting data and the use of rounding values.

2.2 XEDI (UK) Ltd. may, at its absolute discretion, vary the specification of the XEDI Service at any time without notice to the Subscriber.

3. LOGIN DETAILS

3.1 Under no circumstances shall the Subscriber disclose the Login Details to any party other than an authorised employee.

3.2 The Subscriber agrees that it shall immediately notify XEDI (UK) Ltd. upon becoming aware of the loss or misuse of the Login Details.

4. RESTRICTIONS

4.1 The Subscriber shall not (or permit others to do so):

4.1.1 adapt, translate, de-compile, reverse engineer, disassemble, crack or hack the XEDI Service;

4.1.2 utilise the XEDI Service for any purpose other than for submitting and/or receiving electronic documents in relation to goods delivered or services rendered by, or on behalf of the Subscriber.

5. AVAILABILITY

5.1 XEDI (UK) Ltd. shall use its reasonable endeavours to ensure the continuous availability and operation of the XEDI Service.

5.2 The Subscriber acknowledges that:

5.2.1 The XEDI Service:

5.2.1.1 is provided on an 'as is' and 'as available' basis;

5.2.1.2 may not be uninterrupted or error free;

5.2.1.3 may be suspended in accordance with Clause 11 below.

5.2.2 the internet and world wide web are inherently uncontrollable and that the XEDI Service may not be accessible for reasons beyond the reasonable control of XEDI (UK) Ltd..

5.2.3 data used by the Subscriber may be copied and/or backed up for internal use and for use by subcontractors appointed by XEDI (UK) Ltd. for the purposes of support and development.

5.2.4 Information submitted by the Subscriber or the Retailer should be backed up by the Subscriber as they see fit and not to rely upon backups by Web EDI (UK) Ltd..

6. WARRANTIES

6.1 To the fullest extent permissible by law, XEDI (UK) Ltd. excludes any express, implied or statutory warranties (including warranties as to the conditions of quality or fitness for a particular purpose) including those implied by the Sale of Goods Act of 1979 (as amended) and the Supply of Goods and Services Act of 1982

6.1.1 Subject to Clause 5.2.2 above, XEDI (UK) Ltd. warrants that the XEDI Service, shall function with errors excluded

7. CHARGES AND PAYMENT

7.1 The Subscriber shall pay XEDI (UK) Ltd. the Subscription Charge and any other charges in accordance with the Order Form.

7.2 XEDI (UK) Ltd. reserves the right to alter charges on a monthly basis. XEDI (UK) Ltd. shall provide the Subscriber notice of any proposed change.

7.3 This Agreement will be effective from the date of the latter of the signatures of the parties and is valid on a month-by-month basis and can be terminated as set forth in this Agreement.

7.4 Where a payment arrangement is in place, if any payments are missed then the full balance of the invoice will become payable immediately and the XEDI service may be suspended until payment has been successfully recieved.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights and other proprietary rights of whatever nature in the XEDI Service and are and shall remain the sole property of XEDI (UK) Ltd..

8.2 The Subscriber shall not acquire or claim any title to any of the Intellectual Property Rights in the XEDI Service.

9. LIABILITY & INDEMNITY

9.1 The Subscriber agrees and acknowledges that XEDI (UK) Ltd. are not involved in the agreement or payment of any invoices submitted for payment by the Retailer through the XEDI Service.

9.2 XEDI (UK) Ltd. shall not be liable to the Subscriber for any damages whatsoever or howsoever (inclosing without limitation damages for loss of business profits, business interruption, loss of business information or other consequential, indirect, economic or pecuniary loss) arising out of the use or inability to use the XEDI Service, even if XEDI (UK) Ltd. have been informed of the possibility of such damages.

9.3 XEDI (UK) Ltd. shall not be held liable for any breach of its obligations resulting from causes beyond its reasonable control, including without limitation those referred to in Clause 5.2.2 above.

9.4 XEDI (UK) Ltd. does not exclude or limit liability for death or personal injury.

9.5 The entire risk in respect of the results and performance of the XEDI Service is assumed solely by the Subscriber.

10. INDEMNITY

10.1 The Subscriber shall indemnify XEDI (UK) Ltd. (on an indemnity basis) in full and hold Web EDI (UK) Ltd. harmless from all claims, demands, damages, and expenses (including legal fees) arising out of or in connection with any:

10.1.1.1 loss or misuse of the Login Details;

10.1.1.2 use of the XEDI Service.

11. SUSPENSION

11.1 XEDI (UK) Ltd. shall be entitled to suspend access to the XEDI Service without any liability to the Subscriber whatsoever, where:

11.1.1 it is reasonably necessary for XEDI (UK) Ltd. to carry out routine upgrade, repair or maintenance works to the XEDI Service; or

11.1.2 the Subscriber:

11.1.2.1 fails to pay the Subscription Charge in full;

11.1.2.2 nbsp; breaches any term of this Agreement.

12. TERM & TERMINATION

12.1 This Agreement shall continue on a monthly basis, unless or until:

12.1.1 the Subscriber gives XEDI (UK) Ltd. not less than two (2) months notice to terminate;

12.1.2 XEDI (UK) Ltd. terminates this Agreement at any time by written notice to the Subscriber, if the Subscriber:

12.1.2.1 commits any material breach of its obligations under this Agreement which (if remediable) are not remedied within seven (7) days after the service of written notice specifying the breach and requiring it to be remedied;

12.1.2.2 makes any voluntary arrangement with its creditors (within the meaning of the Insolvency act 1986) or if a petition is presented for the making of an administration order subject to an administration order or goes into liquidation;

12.1.2.3 ceases to carry on the XEDI service.

12.1.3 XEDI (UK) Ltd. terminates this Agreement forthwith, for any reason whatsoever.

12.2 Any Subscription Charge outstanding at the termination of this Agreement shall immediately become payable to the Subscriber.

13. ASSIGNMENT

13.1 The Subscriber shall have no right to assign, sub-licence or otherwise transfer the benefits of, nor delegate its obligations whether in whole or in part under this Agreement.

13.2 XEDI (UK) Ltd. shall be permitted to assign its rights and obligations under this Agreement, whether in whole or in part, without any consent from The Subscriber.

14. CONTRACT RIGHTS OF THIRD PARTIES

14.1 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999, to enforce any of the terms and conditions of this Agreement.

15. NOTICES

15.1 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, sent by facsimile, registered mail (properly posted and fully prepaid in an envelope properly addressed) or by e-mail.

15.2 Any such notice shall be considered to have been given on the first working day occurring after the day of actual delivery or sending by facsimile or e-mail or in any other event within two (2) working days after it was posted in accordance with this Clause 15.

16. WAIVER

16.1 Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of such party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice such party's rights to take subsequent action.

17. FAIR USE POLICY

17.1 A usage quota is included in the Subscription for processing up to a total of 80 documents per month (incoming and outgoing). The remainder of unused quota cannot be carried forward to the following month. Usage over an above the fair use policy is subject to costs as found at webedi.co.uk/terms, Volume Related Charges (Usage).

18. FURTHER ASSURANCE

18.1 At any time after the date of this Agreement, either party shall, at the request and cost of the other party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the other party may reasonably require for the purpose of giving to the other party the full benefit of all the provisions of this Agreement.

19. SEVERABILITY

19.1 In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

20. LAW

20.1 The parties hereby agree that this Agreement and the provisions hereof will be construed in accordance with the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

21. TECHNICAL SUPPORT

21.1 The Subscriber accepts full responsibility for any files which are rejected for any reason whatsoever.

21.2 Help Desk Support is provided to assist any Subscriber in how to use the XEDI system.

21.3 All email support must originate via the support ticket system available in the Support section of the XEDI Service (https://secure.webedi.co.uk/support.htm). Any Help Desk requests sent directly to a named individual is not allowed and any subsequent response received does not constitute a support issue.

E&OE