HOME TESTING YORKSHIRE LTD - CONDITIONS OF CONTRACT

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1. DEFINITIONS

In these conditions:

A. “The Client" means the addressee of the Proposal.

B. “The Consultant” means an acoustic consultant, air tightness consultant, SAP Assessor, or general employee of Home Testing Yorkshire Ltd or any person sub-contracted by them to carry out work in connection with the project.

C. "The Project" means the consulting work, the title, nature and scope of which are set out in the proposal.

D. “The Proposal" shall mean the technical proposal as annexed to the Agreement and any supporting

documents referred to thereon together with The Consultant's price estimate set out therein. Unless

otherwise agreed in writing, “The Proposal” is valid for acceptance by the Client for a period 28 days from

the date hereof and no longer. The Consultant’s price is chargeable in accordance with Clause 4 below.

E. “The Contract” means the Agreement formed between The Consultant and the Client.

2. GENERAL

(a) The conditions set out below shall, with the proposal, constitute the terms of the Contract. The Contract

shall be formed by The Client returning to The Consultant a copy of the Proposal duly signed by or on

behalf of The Client or on receipt of a signed copy The Consultant’s Proposal Acceptance Form received

either by mail or fax.

(b) No other conditions or terms shall be incorporated in The Contract. An acceptance by The Consultant of an

order of The Client shall be exclusively upon these terms either verbally, by post or by e-mail.

3. CLIENT'S PROPERTY

The Consultant shall not be liable for any loss, destruction of, theft of or damage to items or property owned, leased

or loaned by The Client and supplied to The Consultant in connection with The Project, except to the extent that the

same can be shown to be due to negligent acts or omissions of The Consultant or anyone employed by them.

4. PRICE

(a) The price shall be exclusive of Value Added Tax. The Client is responsible for any VAT arising from the

Contract price and this will be payable at the date of payment as specified in Clause 5.

(b) Subject to (c) and (d) below the price will be as stated in the attached Proposal.

writing of the estimated price and effect on the programme and completion date. The Client shall then have

an opportunity to consider the said estimated price and effect and if acceptable will provide written authority

within 14 days of the written notification to The Consultant for any alterations or additions to The Contract.

(d) The Consultant reserves the right to vary The Price on the happening of any of the following:

i) Any increase in costs arising after submission of The Proposal and during the period of The Contract due

to an increase in costs for the work specified due to factors outside The Consultant's control including

without prejudice to the generality of the foregoing; changes in taxation affecting the services, purchase of

additional equipment, bought out materials and consumables.

ii) Any variation in, delay, interruption or suspension of work due to instructions from or lack of information

or decision on the part of the Client or any additional work caused by alterations in The Client's instructions.

The right to vary The Price under Clause 4(d) is not dependant on any authority given by The Client.

(e) Pre-completion Testing. The Consultant reserves the right to charge part of or all of the fee for pre-completion

testing that cannot be performed because the client fails to meet the necessary obligations of

pre-completion testing. These obligations include, but are not limited to, the buildings being near a state of

completion with electricity available, doors and windows in place and the site being free from loud activities

that are under the control of the client.

(f) Pre-completion Testing. The Consultant reserves the right to charge for any remedial design advice that

may be required after a pre-completion sound insulation test or tests has failed. Where such a charge is

made the Consultant will notify The Client of the charge for providing remedial design advice and only

under instruction of The Client will the work then be performed.

(g) Pre-completion Testing. Any offer of free remedial design advice relates to sites that have been designed

or upgraded to comply with the requirements of Part E or L1A of the Building Regulations. The Consultant

reserves the right to charge for any remedial design advice where a sound insulation or air tightness test fails because the

Client has failed to implement any of the construction guidance issued (freely) in Part E or Part L1A of the Building

Regulations.

5. PAYMENT

(a) All payments will be made by The Client within 28 days of the date of The Consultant's invoice. In the case

of projects that extend beyond 3 months from the date of commencement, progress payments at monthly

intervals may be required at the discretion of The Consultant. For certain projects where major test facilities

are required, a sum of 50% of the facility use may be payable in advance and will be non-returnable in the

event of cancellation by The Client.

(b) Where any payment due has not been received by The Consultant 28 days after the date of an invoice,

The Consultant shall (without prejudice to its other rights howsoever arising) be entitled to charge interest

on the amount outstanding from the date of the invoice at a rate per annum equal to 8%.

responsible for paying in full within 28 days of the termination all payments due up to the date of

termination and for any costs incurred after termination but which are incurred as a result of termination.

(d) All payments shall be made by The Client in Sterling to The Consultant by cheque drawn on a United

Kingdom Bank or by automated bank transfer from a United Kingdom Bank.

6. SUSPENSION

Work by The Consultant may be wholly or partly suspended and the time of such suspension may be added to the

original period of The Project in the event of overdue payments, stoppage, delay or interruption of work during the

period of The Project as a result of strikes, of the industrial location, other industrial disputes, breakdowns, accident,

sickness, failure by The Client to give adequate instructions or approvals, or any cause whatsoever beyond the

control of The Consultant.

The Client shall pay all accounts in full and shall not exercise any rights of set-off or counter-claims against invoices

submitted.

7. DURATION AND DELIVERY

(a) The Consultant will make every reasonable effort to perform and carry out The Project from the

Commencement Date until the Completion Date specified.

(b) No extension of the duration of The Project may be made by The Consultant other than arising out of the

events specified in 5(b) and clause 6 above unless agreed in writing by The Client.

consequential loss or loss of profits.

8. TERMINATION

The Client or The Consultant may terminate The Agreement by giving three months’ written notice by recorded or

registered post to the other party where it considers termination justified on the grounds that no further purpose would

be served by continuing The Project. Notice of termination will only be given by either party after full discussion with

the other party of the reasons for the proposal to give such notice.

9. EXCLUSIONS AND INDEMNITY

(a) The liability of The Consultant to the client for any loss, damage or expense arising from any cause

whatsoever and whether in contract or negligence (other than negligence covering death, or personal

injury) shall not, in any one contract exceed £250,000.

(b) The Consultant cannot guarantee that the objectives set out in The Proposal will be attained, but will use

every reasonable effort to do so.

damage or expense suffered by any third party for which The Consultant may become liable in connection

with the carrying out of The Project.

(d) The obligations of The Consultant shall cease upon delivery of any reports information or device. No

liability whatsoever either direct or indirect shall rest upon The Consultant for the effects of any product or

process that may be produced by The Client or any other party, notwithstanding that the formulation of

such product or process or commercial transaction may be based on the findings of The Project.

10. TECHNICAL INFORMATION

(a) The Client shall supply free of charge all pertinent data and information and give such assistance as shall

be required by the Consultant for the carrying out of The Project.

(b) Any drawings, models, samples, or other matter submitted by The Consultant to The Client and vice versa

with the proposal and used during the course of The Project are confidential and must not be copied or

transmitted to any third party, excepting those advising The Client on matters pertaining directly to the

contract, or used for any other purpose whatsoever. The drawings, models, samples and other matter

remain the property of whichever party supplies them unless specifically agreed otherwise in writing and

must be returned on request.

above (but specifically excluding technical information acquired from The Client) free of charge for it own

purposes.

(d) The Consultant shall be entitled to sub-contract his work out wherever necessary and it shall be permitted

for the sub-contractors to have access to all information and data and be subjected to confidentiality of

information supplied independent of any warranties given by the Consultant relating to the confidentiality of

the information.

11. CONFIDENTIALITY OF INFORMATION

(a) Any information relating to The Client's operations shall be regarded as confidential and will not without the

prior written consent of The Client be used (except in connection with The Project), published or disclosed

by The Consultant. This restriction does not apply to information that is, or at the time of publication or

disclosure, has become public knowledge through no act or default of The Consultant.

(b) The project shall be maintained on a confidential basis between The Consultant and The Client and no

information shall be released during The Project to any third party except by mutual consent of both The

Consultant and The Client.

except by mutual consent of both The Consultant and The Client.

12. INTELLECTUAL PROPERTY

(a) Copyright in all original drawings, designs, proposals, reports, and other written matter originating from The

Consultant whether made pursuant to The Proposal or otherwise shall remain vested in The Consultant at

all times.

(b) All Intellectual Property developed by The Consultant during The Project other than in clause (a) above

shall belong to The Consultant. In the case of projects terminated as a result of liquidation, bankruptcy or

receivership, all patentable inventions, drawing designs, proposals, reports and other written matter

submitted to The Client with The Proposal and used during the course of The Project remain the property

of The Consultant and must be returned on request.

originating from The Consultant arising wholly and exclusively from this Agreement and relating to its

objectives shall be the property of The Consultant. Terms for assignment to The Client or joint exploitation

shall be the subject of negotiation between The Consultant and The Client upon completion of the Services

and payment of a reasonable royalty and other reasonable conditions to be agreed between the parties.

On payment of all sums to The Consultant from The Client in respect of the assignment or otherwise and

upon mutual agreement that all phases of the assignment have been completed, The Consultant shall

transfer to The Client all patents and other intellectual property rights arising directly from work on the

assignment. Prior to such payment, The Consultant does not authorise The Client to deal in, apply or use

any such goods, information, designs and know-how.

13. LAW and JURISDICTION

The Conditions together with The Proposal shall be read, construed and governed by The Laws of England and the

courts of England and Wales shall have jurisdiction for any dispute arising in connection with the contract, the

proposal or the consultant’s work.

14. EXISTENCE OF CONTRACT

Terminations by notice of this agreement by whatever means shall not affect the provision of Clauses 5, 6, 10, 11, 12,

hereof.

15. COMMUNICATION

All communications to The Client shall be sent to the address appearing in The Proposal unless some other address

has been notified in writing to the Consultant. All communications to The Consultant shall be sent to the address of

The Consultant set out in the Proposal or such other as may be properly notified.

16. FORCE MAJEURE

In the event that either party is delayed or impeded in the performance of its obligations hereunder by any cause

beyond its reasonable control it shall be entitled to such extension or time for such performance as may be fair and

reasonable in all the circumstances.