Terms and Conditions

By using this site you signify your agreement to all terms, conditions and notices contained or referenced herein. If you do not agree with these Terms and Conditions, please do not use this site. We reserve the right, as determined in our discretion, to update or revise these Terms and Conditions at anytime. Please check these Terms and Conditions periodically for changes.

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Any information, our methodologies, case studies, animation files, graphic files, audio files, software code, photographs, processes, technologies or other materials published on the site is the subject of intellectual property rights reserved by Sparta Software Ltd. Information and materials provided on the site are intended for informational purposes only and are subject to change or withdrawal by Sparta Software Ltd at any time without notice. Sparta Software Ltd assumes no responsibility for the accuracy or completeness of the Materials.

The site may contain hyperlinks to other Web sites controlled by parties other than Sparta Software Ltd. Sparta Software Ltd is not responsible for and does not endorse the contents or use of these Web sites. You may not access, download, use or export the Materials in violation of UK law or regulation or in violation of any applicable local laws or regulations.

© Copyright Sparta Software Ltd 2010 all rights reserved

Business Terms

Sparta Terms of Business 2010

Our terms of business are set out below. Please read them carefully, and ask us if there is anything in them which you do not understand.

Scope of Work

The scope of work will be as set out in the relevant engagement letter sent to you by us ("Engagement Letter") or (in the absence of an applicable Engagement Letter) as we may otherwise have agreed with you.

Our general services may include some or all of the following:

1. Business strategy and positioning
2. Appraisal of your present business position, including elements of strength, weakness, and opportunities for improvement.
3. Software plans and performance.
4. Markets--territorial strengths, weaknesses, and improvement opportunities.
5. Distribution--effectiveness and cost.
6. Pricing.
7. Sales promotion and advertising.
8. Other matters that you may instruct us on.

The terms of the Engagement Letter override these terms of business to the extent of any inconsistency.

Personnel

The following categories of consultant may be used to carry out your work:

Director
Management Consultant or MBA
Assistant management or IT consultant
Trainee management consultant
Trained staff of Sparta

It is the firm of Sparta as a whole ("the Firm"), rather than any individual consultant, that has responsibility for providing services to you. We aim to avoid changing the people who are handling your work but if this cannot be avoided we will try to notify you of any change as soon as possible.

Our liability

Our liability is limited to the amount of our fees. We the company are not liability for any loss or otherwise due to our advice and work or actions taken by you in any capability whatsoever. Our advice and assistance is based on the best information we have at the time.

Furthermore, in recognition of the relative risks and benefits of the project to both the Client and the Sparta, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Sparta to the Client for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert witness fees and costs, so that the total aggregate liability of the Consultant to the Client shall not exceed, or the Consultant’s total fee for services rendered on this project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. You also agree to indemnity Sparta for all third party claims.

Charges

Our charges for professional services consist of our legal and other fees, reimbursable expenses (sometimes known as "disbursements") and (where applicable) Value Added Tax ("VAT"). Unless otherwise agreed our charges are calculated on the basis of hourly rates, applied to the time spent by consultants working on the matter. This will include drafting documents, advising, reporting, dealing with correspondence, telephone calls, preparing for and attending meetings and notes of those meetings, drafting reports or plans, reading papers, researching the issues, attending meetings and travelling. The rates depend on the seniority and specialised knowledge of the consultants concerned. Details of the rates will either be included in the Engagement Letter or provided on request. Rates for individual consultants normally increase annually.

The hourly rates cover most of our overheads (including routine secretarial services, postage, and voice telephone within the UK). In addition to fees for legal work, we also charge fees for certain support services, including photocopying and printing (unless contracted out), fax, and international telephone services. Unless otherwise agreed these fees are charged at our standard rates from time to time, details of which are available on request.

For some types of work (typically some interim management or software development where the time which will be spent can be predicted with some accuracy) we may agree a fixed fee at the outset for the management element of our charges.

Where we are not able to agree a fixed fee, we will endeavour to provide you with the best information possible on the question of costs. We will provide:

• A realistic estimate; or
• Give a forecast within a possible range of costs; or
• Explain to you the reasons why it is not possible to fix, or give a realistic estimate or forecast of, the overall fees and expenses, and give instead the best information possible about the cost of the next stage of the matter.

If you wish, you may set an upper limit on our unbilled fees for which you may be liable without further authority. We would then not exceed such an agreed limit without first obtaining your consent. An estimate, quotation or other indication of fees is not intended to be fixed unless otherwise agreed in writing.

Expenses

Our bills will include reimbursement of payments made to third parties on your behalf or for your benefit. The expenses incurred will depend upon the type of work we are carrying out for you. They may include Counsel's fees, expert's fees, court fees, Land Registry fees, Local Authority and Companies House search fees, Lexis search fees, translation and transcription fees and contracted out photocopying. We will try to obtain your prior approval before incurring liability for substantial expenses but this may not always be practicable. We reserve the right to ask you to put us in funds before we incur any reimbursable expense or series of expenses exceeding £250 in total.

Termination

We reserve the right to suspend or terminate our retainer if a payment on account is not made within a reasonable time of being requested. If a final bill is not settled in accordance with these terms and conditions where we are acting for you on more than one matter, we reserve the right to suspend or terminate our retainer in relation to all current matters. We may also suspend or terminate our retainer if a bill is overdue from you or anyone connected with you under any other retainer. "Connected" in these terms of business means a person or company controlled by, controlling or under common control with you. Otherwise we will not terminate our retainer without your consent.

You may end our retainer before the work is concluded, but if you do so otherwise than for our default you agree to pay us a termination fee equal to 30% of our agreed or estimated fees for work we have not yet done, plus our fees at the relevant rates for the work already done. For a fixed fee retainer, the termination fee is our standard time charge for work already done plus 30% of the balance of the fixed fee.

Value Added Tax

We will add VAT to our charge and to certain disbursements at the rate that applies when the work is done.

Billing

We will usually send you an interim bill for our charges and expenses at the end of each month/quarter as appropriate whilst the work is in progress. These will be bills on account, not final bills. We will send you a final bill after completion of the work.

In other cases payment is due to us upon your receipt of the bill, or on such other date as we may have agreed.

If you do not pay any bill by the due date, we reserve the right to charge interest on it (payable on demand) at a rate equivalent to the interest on judgment debts on a daily basis from the date of your receipt of the bill until the receipt of all monies owed. If you have a query about the bill you should immediately contact the consultant handling the matter.

Electronic Mail (e-mail)

Despite the inherent insecurity of e-mail, many of our clients expect to communicate with us in this way. If you do not wish email to be used as a method of communication in matters upon which you have instructed us, please let us know. Otherwise we will use e-mail where we consider it appropriate to do so. We do not accept liability for any loss occasioned by the use of e-mail. Please note that it is our policy to retain hard copies of e-mails, both sent and received.

Storage of Papers and Documents

After completing your work, we are entitled to keep all your papers and documents while there is money owing to us for our charges. We will normally keep our file of papers (except for any of your papers which you ask to be returned to you) for at least 6 years. We keep the file on the understanding that we have the authority to destroy it 6 years after the date of the final bill we send you on the matter in question. We will not destroy documents you ask us to keep here in safe custody. We reserve the right to charge you for storage if we retain your files and documents here, although it is not our usual practice to do so.

If we retrieve files or documents from storage in order to act for you in a new or continuing matter, we will not normally charge for the retrieval. We may, however, make a charge (based on time spent) for producing stored files or documents to you or another at your request, including any incidental reading, correspondence or other work. Save to the extent that the contents belong to us, we will return files to you or to any other solicitors named by you, provided you have paid any relevant invoices in full.

Complaints and Suggestions

We are confident of providing a service of high quality in all respects. If, however, you have any grounds for dissatisfaction with our work for you, please raise the matter in the first instance with the consultant responsible, who will investigate it and respond as soon as practicable – in any event within four weeks. If that does not resolve the problem to your satisfaction, or you would prefer not to speak to the consultant responsible, then please contact the Firm's client care consultant, who at the date of these terms and conditions is the senior consultant M Z A Choudhary. He will respond within six weeks.

If you find cause for concern we would very much like to know about it straight away. We value your business and are always aiming to improve. If you have any suggestions as to how we could do better, we hope you will let us know.

Money Laundering

All professionals must comply with the provisions of the Money Laundering Regulations 2003 and the Proceeds of Crime Act 2002. The Firm operates appropriate procedures to combat money laundering and is required to establish the identity of all its clients. Failure to do so would be a criminal offence. We are sure you will appreciate the need for these procedures.

In certain circumstances, the Firm may be required to disclose otherwise confidential information about your affairs to the National Criminal Intelligence Service. By instructing the Firm, you expressly consent to our complying with our statutory obligations in relation to the prevention and detection of money laundering.

Copyright

Copyright in all documentation and materials we produce for you in the course of our work remains our property, but you are licensed non-exclusively in perpetuity to use those materials for the purpose for which they were provided to you by us. This licence is conditional on your having paid our fees in full for the work concerned. You may assign this licence to any successor to the relevant part of your business or activities. The licence may be terminated by us if any unauthorised use of our copyright is made.

Variation

Only a consultant may vary these terms of business or the terms of any Engagement Letter. Agreement on fees or any other matter which under these terms of business may be subject to agreement must be given by a consultant.

The Firm's Status

Sparta Software Ltd is a limited company established under English law registered with No.5483096. References in these terms of business or in any Engagement Letter to a "consultant" mean a member of Sparta Software Ltd trading as Sparta.

General

Unless otherwise agreed, these terms of business apply to any future instructions you give us. Your continuing instructions will amount to your acceptance of these terms and conditions of business.