CONDITIONS OF TRADING DOODLE UK LTD

1. Definitions

1.1 The "Buyer" means the Account Applicant or person who buys or agrees to buy goods or services from Doodle.

1.2 "Doodle" means Doodle UK Limited.

2. Conditions

2.1 These Conditions shall apply to all Contracts for the sale of goods or services by Doodle to the Buyer to the exclusion of all other Terms and Conditions including any which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 No Variation or addition to these Conditions shall be effective unless agreed in writing by Doodle.

2.3 No Contract for the sale of goods or services shall arise until Doodle despatches the goods or carries out the services to the Buyer or the Buyer notifies Doodle in writing of its acceptance of Doodle's quotation (whichever shall first occur).

2.4 Acceptance of delivery of goods or services shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.

2.5 Nothing in these Conditions shall affect the statutory rights of any consumer.

3. Prices

3.1 The Price shall be that on Doodle's current list price or the price contained in Doodle's Quotation.

3.2 Doodle reserves the right to revise prices prior to despatch of goods or services to reflect any direct or indirect increase in costs to Doodle but if the price has been paid in full prior to despatch no price revision may take place without the prior written agreement of the Buyer.

3.3 All Prices are exclusive of VAT and charges for packing, postage and carriage (plus VAT), shall be paid in addition.

3.4 In the case of consumer sales, payment must be made in full before despatch of any goods. Services carried out by Doodle will become immediately payable on completion.

3.5 In the case of other sales, payment is due in full on the terms of credit agreed which shall not be more than 30 days from the date of invoice. Time for payment shall be of the essence and any failure to pay shall entitle Doodle at its option to treat the Contract as repudiated by the Buyer or to delay delivery until paid (in addition to any other remedy).

3.6 If any act or proceedings shall be commenced in which the Buyer's solvency is concerned, all monies under any transaction covered by these Conditions shall become immediately due and payable.

4. Interest on Overdue Invoices

4.1 If payment is not made on the due date, Doodle reserves the right to charge interest on late payments in accordance with the Late Payment of Commercial Debts [Interest] Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

4.2 All invoices shall be paid in full, free from any deduction for any set-off, counterclaim or otherwise howsoever.

5. Warranty and Liability

5.1 Doodle warrants the goods or services will at the time of delivery correspond to the description given by Doodle. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977, Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods or services, whether implied by Statute, Common Law or otherwise are excluded and the Buyer warrants that the Buyer is satisfied as to the Suitability of the goods or services for the Buyer's purpose.

6. Delivery

6.1 Whilst every effort shall be made to keep any delivery date, time of delivery shall not be of the essence and Doodle shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person or Company arising directly or indirectly out of any failure to meet any estimated delivery date.

6.2 Unless otherwise agreed Doodle may deliver by instalments and in such cases each instalment shall be treated as a separate Contract and any delay, default or non-delivery in respect of any instalment by Doodle shall not entitle the Buyer to cancel the remainder of the Contract.

6.3 Failure by the Buyer to pay for any instalment when due shall entitle Doodle to withhold further deliveries or services. The Buyer shall be liable for any costs incurred by Doodle relating to such goods or services, which Doodle is then entitled to withhold.

6.4 Delivery of goods shall be made to the Buyers' nominated address (or the registered address where credit cards have been used as payment) and the Buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.

7. Job sheets

7.1 Job sheets will be created at the time of initial contact of the Buyer to Doodle and will act as a complete record of all communication and services carried out on a 'per job' basis. Any engineer carrying out services on behalf of the buyer will complete the job sheets at the end of each visit or telephone call.

7.2 The buyer agrees that by signing the completed job sheet(s) the buyer (or authorised signatory) is happy that all work has been carried out in accordance with the agreement made and that all monies due in respect of the services carried out will be paid within the agreed terms.

7.3 Where any dispute arises with regards to engineering time, signed job sheets will be presented and used to verify time spent on services and will serve as a legally binding document between the Buyer and Doodle.

7.4 In cases where the Buyer's signature is not present i.e. where remote work has been carried out, the Buyer agrees nonetheless, to accept the accuracy of any time recorded by engineers who carried out services on behalf of the Buyer.

7.5 The Buyer also agrees to take reasonable measures to ensure that recommendations made by Doodle, as recorded on the job sheets, are noted and carried out within a reasonable time frame.

7.6 The buyer agrees that any failure, malfunction, damage and/or data loss, caused by hardware or software which could have been prevented by acting upon any such recommendations previously made by Doodle, will not be the liability of Doodle and that no application for damages will be requested or made against Doodle, its Directors, Employees, Third-Party contractors, or Suppliers.

8. Ownership and Risk

8.1 The risk in goods or services shall pass to the Buyer upon delivery of the goods or services or upon the goods or services being appropriated to the Buyer but kept at Doodle's premises at the Buyer's request.

8.2 Doodle remains the owner of the goods or services affected by the Contract until Doodle has been paid in full for such goods or services.

8.3 If any payment due under these Conditions is overdue in whole or in part, Doodle may without prejudice to any of its other rights recover and/or re-sell the goods and may enter on the Buyer`s premises by its servants or agents to recover the goods supplied or goods from the premises which amounts to the total cost of any services supplied and the Buyer shall be liable for Doodle's costs of doing so.

8.4 If the Buyer is a consumer and properly rejects any of the goods or services which are not in accordance with the Contract, the Buyer shall nonetheless pay the full price for such goods or services unless the Buyer promptly gives notice of rejection to Doodle and at the Buyer's costs return such goods or services to Doodle in good condition.

8.5 In the case of any other sale the Buyer shall inspect the goods or services immediately upon delivery and shall notify Doodle within five days of delivery if the goods or services are damaged or do not comply with the Contract. If the Buyer fails to do this, he is deemed to have accepted the goods or services.

8.6 Any goods or services in respect of which any claim of defect or damage is made shall be preserved by the Buyer intact together with the original packing at the Buyer's risk and either

(a) Retained by the Buyer for a reasonable period to enable Doodle to inspect or collect the goods or services or

(b) At Doodle's option returned by the Buyer to Doodle who will refund the cost of postage and packing to the Buyer if the goods or services are in fact defective

9. Cancellation Returns

9.1 No Contract shall be cancelled nor shall any goods or services, which are in accordance with the Contract, be returned without prior written approval of Doodle and on terms to be determined at the absolute discretion of Doodle.

9.2 Unless Doodle at its discretion decides otherwise, if Doodle agrees to accept the return of any such goods or services then,

(a) A goods Return Number, obtained from Doodle, must be clearly shown on the returned parcels.

(b) The Buyer will be liable for the cost of remedying any damage to the goods returned where such damage has, in the opinion of Doodle, been caused by the goods being inadequately packaged by the Buyer or through the Buyer's fault

(c) Doodle reserves the right to make a handling and restocking charge of 25% on goods which are returned if they are ordered in error or are no longer required

10. Force Majeure

10.1 Doodle will not be under any liability whatsoever in the event that Doodle is prevented or delayed from supplying or making delivery of any goods or services by any reason or cause beyond Doodle's Control.

11. No Waiver

11.1 Doodle's failure to insist upon performance of any provision of these Conditions shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the Buyer in performance or compliance with any of these conditions.

12. Liability

12.1 Except as may be implied by law where the Buyer is dealing as a consumer, in event of any breach of these Conditions by Doodle the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the goods or services and Doodle shall under no circumstances be liable for any indirect, incidental or consequential damages.

13. Dispute

13.1 In the event of dispute between the Buyer and Doodle, should Doodle in writing require, the Buyer agrees to submit the dispute to arbitration in accordance with the Arbitration Act for the time being in force as a legally binding alternative to Court action.

These Conditions shall be construed in accordance with English Law