TERMS AND CONDITIONS UK
These Terms and Conditions are effective from 01/12/2004 until further notice.

1. Definitions

You, the Customer a person or company buying Products from us.
Consumer a private person buying Products for private use. If you are a Consumer, please find your specific rights and exceptions in Section 18.
2NEUR Ltd (us, our) the Product vendor as identified on your invoice.
Integration Material (IM) 3rd Party Products or products specified or provided by you.
Order Confirmation formal acknowledgement of Product ordered by you, sent by 2NEUR Ltd.
Price stated in Order Confirmation.
Product as described in Order Confirmation, may include 2NEUR Ltd-branded products, 3rd Party Products and Service Offerings.
Service Offering as described in Order Confirmation and 2NEUR Ltd Service description document.
Service Provider 2NEUR Ltd or its authorised Service experts.
3rd Party Products all goods that are not 2NEUR Ltd-branded Products.
Software computer operating systems, middleware or applications.
Service means general service and support carried out by 2NEUR Ltd or Service Provider in accordance with the Service Offering, including Customer Factory Integration Services.

1. Application

This Agreement applies to any sale, Service and all statements made by 2NEUR Ltd in brochures, price lists, adverts, quotations, on the internet or verbally. Any variations to this Agreement must be confirmed by 2NEUR Ltd in writing. Any other Terms and Conditions are excluded. Placing an order means acceptance of this Agreement.

1. Quotations/Orders/Contract

Quotations are only valid in writing and during the period that they state. If unstated, the period is 10 days (incl. 3rd Party Products). Orders may be received by writing, internet, telephone or fax but are only binding when accepted by 2NEUR Ltd in a written Order Confirmation. Please check the Order Confirmation and notify 2NEUR Ltd of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement. 2NEUR Ltd reserves the right to change Products (incl. 3rd Party Products) at any time but 2NEUR Ltd guarantees you at least equivalent functionality and performance.

1. Price & Payment Terms

Products and Service Offering prices, tax, shipment, insurance and installation are as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (incl. for components and Services) may cause 2NEUR Ltd to adjust prices accordingly. Payment will be made before supply or Service or, if agreed, within 30 days of the invoice date without further notice from 2NEUR Ltd. Payment timing is of the essence. 2NEUR Ltd may suspend deliveries or Service until full payment for that order is received. If payment is late, and you purchase as a company, the maximum statutory interest rate will apply on the late amount and if you purchase as a Consumer, interest will be at 4% above the minimum lending rate on the late amount. In either case each outstanding amount may have an administration charge of not less than £60 added. In any case, the costs of recovery shall be payable by you. Cheques may only be accepted conditionally.

1. Delivery/Title/Risk

The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. 2NEUR Ltd may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become 2NEUR Ltd's agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. 2NEUR Ltd may sue for the Price before title passes. If you refuse delivery without 2NEUR Ltd's agreement, you must pay 2NEUR Ltd's expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods passes to you on delivery.

1. Acceptance

When you receive Product you must inspect it for any defects or non-conformity within 7 days. After this period, you will have accepted Product. If 2NEUR Ltd agrees to the return of Product at its choosing, it must be in its original condition with complete undamaged original packaging, a return note and proof of purchase; the return costs may also be payable by you.

1. Warranty

2NEUR Ltd does not give a warranty guarantee protection for:

1. damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;
2. damage caused by any party (except 2NEUR Ltd) or other external force;
3. fitness for any particular purpose;
4. 3rd Party Products, Software and IM specified by you. You will receive the warranty or licence for these products directly from their manufacturer or licensor;
5. Any instruction given by you and correctly performed by 2NEUR Ltd.

1. Services

Will be provided by 2NEUR Ltd or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. You must allow 2NEUR Ltd to examine Product at your or 2NEUR Ltd's premises (at our choosing). 2NEUR Ltd owns any replaced Product or parts resulting from repair and will charge Customer if these are not returned upon request.

Unless stated in Service Offering, the following are excluded from Service: work outside local working hours, weekends or on public holidays, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in 2NEUR Ltd's assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty.

1. Customer Integration

Custom Integration (CI) Services may be provided by 2NEUR Ltd in accordance with Customer's instructions and technical specifications. You will specify and provide IM or 2NEUR Ltd may obtain IM at your instruction. 2NEUR Ltd will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CI Product. 2NEUR Ltd may install CI Product under your instruction or under 2NEUR Ltd technical advice, if agreed. 2NEUR Ltd will not carry out CI work if it is not technically feasible in our view.

1. Liability

2NEUR Ltd accepts liability for any private property loss or damage, death or personal injury caused by the deliberate misconduct of 2NEUR Ltd, or our employees. Except for death/personal injury, this liability is limited to the lesser of £500 or Price. `

2NEUR Ltd does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by 2NEUR Ltd within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following 2NEUR Ltd's reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure.

1. Software

Not owned by 2NEUR Ltd is supplied subject to licence and warranty of the Software licensor. 2NEUR Ltd encloses the Software licence that you require with the Product where necessary; you must comply with that licence. If you choose not to accept the operating system or software licence, if any, 2NEUR Ltd will only accept the return of the product for refund in unopened original packaging. 2NEUR reserves the right to refuse to operate, configure, or connect to equipment where the licence status is unknown or unproven.

1. Export Control

You acknowledge that Product may include technology and Software which is subject to UK and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted / embargoed end users or countries or for a user involved in weapons of mass destruction or genocide without the prior consent of the UK or competent EU government. You understand and acknowledge that UK and EU restrictions vary regularly and depending on Product, therefore you must refer to the current UK and EU regulations.

1. Force Majeure

2NEUR Ltd is not liable for delays in performance (incl. delivery or Service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.

1. Confidentiality

Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.

1. Termination

2NEUR Ltd may terminate this Agreement with immediate written notice if you fail to pay on time. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent or is unable to pay debts as they fall due.

1. Your obligations as a Customer

You are responsible for:

• your own choice of Product and its suitability for purpose;
• your telephone & postal charges in contacting 2NEUR Ltd, if any;
• any CI specifications & instructions given by you;
• all IM, its performance, licences, authorisations and any unused IM.

You must provide 2NEUR Ltd with all reasonable courtesy, information, cooperation, facilities and access to enable 2NEUR Ltd to perform duties, failing which 2NEUR Ltd shall not be obliged to perform any Service or assistance. You are responsible for the back up and confidentiality of all data and all of your legal and regulatory requirements.

Please note that your calls to 2NEUR Ltd may be monitored for training purposes.

1. Data Protection

Your data will be held and/or transferred in strict accordance with the applicable data protection laws and 2NEUR Ltd's data protection registration. You may instruct 2NEUR Ltd not to use your data for direct marketing purposes.

1. Consumer Rights

If you are a Consumer you may cancel your purchase at any time within 7 working days of receipt without cause and receive a refund of the Price paid. To do this you must inform 2NEUR Ltd in writing and return the products immediately, in the same condition you received them and at your own cost and risk. Any statutory Consumer rights are unaffected by this Agreement. This does not apply to any business customer or user.

1. Jurisdiction

English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.

1. Miscellaneous

If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. 2NEUR Ltd may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations. All notices must be in writing(by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.

• You can find all 2NEUR Ltd policies, Product and Service Offering details and notices via www.2NEUR.comand you should refer to this site for any further updates.

Thank you for doing business with 2NEUR Ltd.