THE TERMS AND CONDITIONS SET FORTH BELOW CONSTITUTE THE ENTIRE AGREEMENT BETWEEN LONGWALL SECURITY LIMITED, a company incorporated in England under Company Registration Number 8690329, whose registered office is at 5 The Chambers, Vineyard, Abingdon-on-Thames, OX14 3PX (“LONGWALL SECURITY”) AND YOU (“CUSTOMER”) WITH RESPECT TO THE LONGWALL SECURITY PROFESSIONAL SERVICES, UNLESS OTHERWISE AGREED TO IN WRITING BY AN AUTHORISED REPRESENTATIVE OF LONGWALL SECURITY.  In the event that Customer issues any form of order to Longwall Security authorising the purchase of Longwall Security Professional Services, it is agreed that such order is issued exclusively for the purpose of confirming Customer’s purchase of the specified service(s) and the price(s) thereof and that no OTHER terms and conditions specified or pre-printed on CUSTOMER’S order shall add to or modify the terms and conditions of this Agreement, nor shall such order terms and conditions affect either party’s responsibility to the other party as set forth herein. RECEIPT BY LONGWALL SECURITY OF A CUSTOMER PURCHASE ORDER SHALL CONSTITUTE ACCEPTANCE OF LONGWALL SECURITY’S OFFER AS SPECIFIED IN A VALID QUOTE, SUBJECT SOLELY TO THE TERMS OF THESE STANDARD TERMS & CONDITIONS OF SALE.  Longwall Security reserves the right to reject any order.

Consultant Services
Longwall Security agrees to provide and Customer agrees to take and pay for the services set out in a statement of work (the “Services”) as such statements of work may be provided to Customer from time-to-time (each an “SOW”) and at the rates or for the sum set out in quote from Longwall Security or its authorised reseller. The Services are provided at Customer’s request and Customer accepts that it is responsible for ensuring that the Services are suitable for its own needs. Longwall Security will provide to Customer an appropriately qualified agent(s) (the “Consultant”, or as the context so applies any of the agents). The Consultant will perform the Services in a timely and professional manner, during business hours, exercising due skill and care and will use reasonable endeavours to meet any agreed target dates. Any scripts developed by Longwall Security as part of the consulting Services are provided “as is”. All title, ownership rights and world-wide intellectual property rights (including all patents, copyright, trademarks, trade secrets and moral rights) in and to any scripts, software, documentation, materials, methodologies, know-how or other such information or materials that are developed or provided by Longwall Security in the course of delivering the Services (collectively, “Longwall Security Intellectual Property”), is and will remain the exclusive property of Longwall Security. Customer may, however, subject to payment of all fees due under this Agreement, retain any deliverables provided to it under a SOW and may use such deliverables for its own internal purposes. In the event that the Services are completed in less time than is estimated in the applicable SOW and/or Customer does not request that Longwall Security provide Services for any remaining previously purchased professional services time, any such unused days shall expire 90 days after completion of the Services or six months from the date of purchase of such Services or professional services time, whichever is sooner.

Cancellation
In the event that Customer cancels or requests a rescheduling of a mutually confirmed Services engagement date with less than one (1) week notice to Longwall Security, the following shall result: with respect to onsite Services (i) if cancellation by the Customer occurs within five (5) business days of the scheduled date for such Services then 50% of the scheduled Services time shall be forfeited, or (ii) if cancellation by the Customer occurs within two (2) business days of the scheduled date for such Services then 100% of the scheduled Services time shall be forfeited; with respect to remote Services (iii) if cancellation by the Customer occurs within twenty four (24) hours of the scheduled date for such Services then 50% of the scheduled Services time shall be forfeited, or (iv) if cancellation by the Customer occurs within one (1) hour of the scheduled time for such Services then 100% of the scheduled Services time shall be forfeited; unless otherwise agreed by Longwall Security at its sole discretion.

Customer may substitute participants on public courses by written notification to Longwall Security subject to new course participants complying with course requirements (including pre-requisites, and pre-course reading) as notified by Longwall Security to Customer, or as detailed in course outline.  Cancellation and/or re-scheduling fees below shall apply to cancellation or re-scheduling of any public course attendance by Customer.  Longwall Security shall issue a supplementary fee invoice to Customer for such cancellation and/or re-scheduling fees and Customer shall make full payment to Longwall Security within 30 Days of date of that invoice:

Confirmed booking with agreed dates

15-11 working days before course commencement

10-6 working days before course commencement

5-0 working days before course commencement

Cancellation fee

50%

75%

100%

Re-scheduling fee

25%

50%

100%

Customer Obligations
Customer shall pay for the Services and associated expenses under the terms of this Agreement. The rates quoted are exclusive of any value added tax that shall be payable by Customer at the rate and in the manner prescribed by law. Customer agrees to pay valid Longwall Security invoices in accordance with the invoice terms and Longwall Security authorised reseller invoices in accordance with their terms, as applicable. In the event that the SOW does not state that expenses are included in the fee for the Services, then Customer shall reimburse Longwall Security for any expenses reasonably and properly incurred by the Consultant in performing the Services upon submission of copies of valid receipts, or as otherwise agreed in writing. Longwall Security will maintain full and accurate records of the time spent and expenses incurred in providing the Services. Customer shall provide the Consultant with all information and help reasonably required by the Consultant and shall make available such of its own appropriately qualified staff as may be reasonably required to assist the Consultant with the performance of the Services, including (a) providing the Consultant with such computer facilities, and office facilities at its premises as may reasonably be necessary to enable the Consultant to perform the Services including suitably equipped accommodation and facilities for making telephone calls to and from the Consultant’s offices in private; (b) providing full access to those areas of Customer’s premises that are required for performance of the Services; (c) authorising the Consultant to have access to those computer systems to which it is reasonably necessary to have access for the provision of the Services; and Customer shall take all reasonable steps to ensure the health and safety of Longwall Security agents while they are at Customer’s premises. Customer undertakes that any computer hardware or software that the Consultant is asked to use or modify for the purpose of the Services are either the property of Customer or are legally licensed to Customer and to indemnify Longwall Security in respect of any claims against Longwall Security or its agents by third parties related to such use or modification, including all related costs, expenses or damages in the event of any actual or alleged violations of third party proprietary rights or software licences.

Non-solicitation
During the term of this agreement, and for 12 months after its expiry or termination, Customer undertakes not to solicit or seek to induce to leave the employ of Longwall Security any person who was, during the period of Longwall Security’ undertaking the Services, an agent or employee of Longwall Security, and who worked with, or under the supervision of, Customer at any time during that period.

Force Majeure
Longwall Security shall not be liable to Customer for any delay in or failure to perform the Services as a result of a Force Majeure Event. “Force Majeure Event” means any event affecting the performance by Longwall Security of its obligations arising from any act, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the above) government regulations, fire, flood or any disaster or an industrial dispute affecting a third party.

Limitation of Liability
The liability of Longwall Security to Customer in respect of any claim for breach of contract, negligence, breach of statutory duty or otherwise shall be limited as follows: (a) In respect of any claim for personal injury or death caused by the negligence of Longwall Security, its employees, agents or sub-contractors, no limit shall apply; (b) In respect of other claims for personal injury or death however caused and claims for damage to or loss of property, liability shall be limited to the lesser amount of the fees paid to Longwall Security under this agreement or the minimum amount permitted by law per claim or series of claims arising from one incident; and (c) In respect of any other claim, liability shall be limited to the lesser amount of the fees paid to Longwall Security under this agreement or the minimum amount permitted by law per claim or series of claims arising from one incident. For the avoidance of doubt, in recovering against Longwall Security for any loss or damage suffered by Customer, any consequential or indirect loss; loss of profits or loss of business are hereby excluded.

Warranties and Representations
Each party warrants and represents that it has full capacity and authority to enter into this Agreement. If requested, Longwall Security may help Customer to choose training or other Services but Longwall Security does not provide any warranties that such Services will be fit for Customer’s purpose and assessment and selection of Services remains Customer’s ultimate responsibility. No statement, description, information, condition or recommendation contained in any Longwall Security catalogue, price list, advertisement or communication or made verbally by representatives of Longwall Security shall be construed to vary in any way any of the terms of this Agreement. All other warranties (express or implied) are hereby excluded to maximum extent permitted by applicable law.

Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to determine any disputes, which may arise out of, under, or in connection with this Agreement.

End