1. Definitions
"DPTS": DPTS Limited, a company with a registered address at 2.02 Crayfields Industrial Park, Main Road, St. Paul's Cray, Kent BR5 3HP, United Kingdom.
"Client": an individual or organisation to whom Services are supplied.
"Services": services provided in accordance with the Contract, including the provision of media for output data.
"Contract": the agreement, order or other binding arrangement between DPTS and the Client for the supply of services, and the Contract shall be deemed to incorporate these Conditions.
"Conditions": these Conditions of Business.
"Contract Prices": the current prices supplied to the Client by DPTS for Services or, in the absence of these prices, the DPTS standard price list.
"Charges": the sums due to DPTS for the supply of services specified in the Contract.
"Confidential Information": all confidential information whether written or recorded on media supplied by the Client, and all other information which is of a confidential nature and relates to the business, products, customers, suppliers or pricing of DPTS or Client.

2. Conditions
2.1 All Services supplied by DPTS are supplied subject to these Conditions unless varied by written document signed on behalf of DPTS by an authorised signatory. The placing of an order with DPTS or the acceptance of Services from DPTS shall be deemed acceptance of these Conditions.
2.2. DPTS may perform any of its obligations under the Contract by sub-contractors.
2.3. DPTS may assign any or all of its rights and obligations contained in this Contract with the prior written consent of the other party, which consent shall not unreasonably be withheld.

3. Orders and Specifications
3.1. DPTS will return the source material to the Client on completion of Services no later than 30 days after completion of Services.
3.2. No order which has been accepted by DPTS may be cancelled by the Client except with the agreement in writing of DPTS and on the terms that the Client shall indemnify DPTS in full against all loss (including loss of right), costs, (including the cost of all labour and materials used), damage, charges and expenses incurred by DPTS as a result of cancellation.
3.3. Any quotation given by DPTS will lapse unless accepted within the timeframe expressed in the quotation. The placing of an order by the Client after a quotation has lapsed will not be binding on DPTS unless accepted by DPTS in writing.

4. Confidential Information
4.1 Each party shall maintain secret and confidential all Confidential Information obtained from the other party in the course of or pursuant to the Contract or prior to and in contemplation of it. The party receiving such Confidential Information shall respect the other's proprietary rights therein and shall use the same exclusively for the purposes of the Contract.
4.2 The party receiving such Confidential Information shall not disclose the same to any third party save to those of its employees and sub-contractors to whom and to the extent that such disclosure is essential for the purposes of the Contract.
4.3 This clause shall not apply to any information which was already lawfully in the possession of the party receiving it and any information in the public domain (otherwise than by the fault of the party receiving it).

5. Warranty
5.1 If and only if the Client has made full payment to DPTS for the Services, DPTS warrants that all output data provided as part of the Services will be as specified in the Contract or, in the absence of such specification, will be in accordance with generally accepted industry standards for the same, provided:
5.1.1 that any defect becomes apparent within 6 months of completion of the Services;
5.1.2 that the Client gives written notice to DPTS within 7 days of any defect becoming apparent with full details thereof; and
5.1.3 that the liability of DPTS hereunder shall be limited to the repeated performance of defectively performed services.
5.2 This warranty will not apply to any item of media which has been subjected to any unusual physical or electrical stress (whether or not that can be shown to be the cause of or relevant to the particular defect reported).
5.3 The Client will pay DPTS the cost of any test and transport arising out of a warranty claim for which DPTS does not admit liability hereunder.
5.4 Services delivered or provided under the Contract will be deemed to comply with DPTS's obligations in all regards under the Contract, save to the extent of any defect becoming apparent and being reported in accordance with sub-clauses 5.1.1 and 5.1.2.

6. Liability
6.1 DPTS will not be liable for any loss or damage of any nature caused by or arising from:
6.1.1 errors in coding information or instructions provided to DPTS;
6.1.2 illegible, faulty, damaged or incorrectly processed source materials provided to it (whether written or on any other media);
6.1.3 source materials which are incorrect, inaccurate, or not in the required form;
6.1.4 late or non delivery of source materials;
6.1.5 any other failure by the Client to provide DPTS with source materials, information or instructions in the format that it shall reasonably require to enable it to provide the Services in the manner anticipated by the parties.
6.2 Should any source material be lost, destroyed, stolen or damaged whilst in the custody of DPTS, DPTS will indemnify the Client in respect of such loss, destruction, theft or damage provided that DPTS's liability hereunder shall in no circumstances exceed the replacement cost of the blank media of each lost, destroyed, stolen or damaged item. DPTS accepts no liability for any additional value which the data recorded on any source material may possess nor for any consequential loss which the Client may incur were the data to be lost, destroyed, stolen or damaged.
6.3 DPTS's aggregate liability for all breaches of the Contract and in respect of all matters arising out of the provision of the Services shall be limited to a sum equal to the total Charges payable under the Contract.
6. 4 Nothing in this clause shall operate so as to exclude a party's liability for death or personal injury arising out of its negligence.

7. Payments
7.1 DPTS will invoice Charges at Contract Prices on completion of any provision of Services provided that in the case of any such provision which continues beyond the end of a calendar month, DPTS shall be entitled to invoice for work completed at the end of each calendar month.
7.2 Client shall make payment of invoices within 30 days of the date of the invoice.
7.3 All prices quoted by DPTS are net of Value Added Tax unless stated otherwise.
7.4 DPTS will be entitled to be paid additional amounts if:
7.4.1 the source materials provided by the Client differ materially from those on which DPTS based its estimate or quotation for the Contract;
7.4.2 the Client materially alters or has miscalculated the volumes in respect of which the Services are required;
7.4.3 the Client alters other material aspects of the Contract arrangements or matters material to the provision of the Services.
7.4.4. due to alteration of duties, any foreign exchange fluctuation and currency regulations.
7.5. If any payment to be made by the Client to DPTS is overdue, interest will be chargeable thereon after as well as before judgment on a day to day basis at an annual rate of 4% above the Barclays Bank rate from time to time applicable until the sum due is paid. Where any sum owed by the Client to DPTS under this or any other contract is overdue DPTS may withhold any delivery of goods due to be made and/or refuse to continue to work under that condition until arrangements as to payment has been established which are satisfactory to DPTS. Whether interest is to be charged will be at the discretion of DPTS given all the circumstances.

8. Termination
8.1 Where DPTS has provided services pursuant to this Contract and the Client has failed to make payment for the whole or any part of those services, then DPTS may terminate this Contract immediately upon giving written notice to the Client.
8.2 Where DPTS has provided services pursuant to this Contract and the Client has failed to make payment for the whole or any part of those Services, then DPTS may retain any goods or data in respect of those Services until the Client has made full payment for those Services. DPTS shall retain title in any goods already delivered or in transit until the Client has made full payment for those Services.
8.3 If the Client, being an individual(s), shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him or any of them or; if the Client, being a limited company, any resolution or petition to wind up the Client (other than for the purposes of a solvent reconstruction or amalgamation), or if an administration order in respect of the Client shall be passed or presented, or if a receiver of the property undertaking or assets (or any part thereof) of the Client shall be appointed, or if any analogous procedure shall be taken in respect of the Client in any jurisdiction, or if the Client shall commit any breach of its obligations hereunder, then, and in any such case, DPTS may forthwith (and without prejudice to any other right or remedy of DPTS):
8.3.1 suspend or determine the Contract or any unfulfilled part thereof;
8.3.2 stop any goods or software in transit.
8.4 Such termination shall be without prejudice to DPTS's accrued and continuing rights under these Conditions.

9. Delivery
9.1. Dates for delivery are estimated dates only and DPTS will incur no liability for any loss or damage whatsoever as a result of delay in the provision of Services.
9.2. Deliveries made by commercial couriers, shipping agents, or other third parties will be charged at cost plus a 15% handing fee.

10. Storage
10.1. In cases where DPTS stores the Client's material beyond completion of the Services then the DPTS Standard Terms and Condition of Storage will apply and the Client will be charged for the same.

11. Risk and Property
11.1. Notwithstanding delivery, the property in the goods shall not pass to the Client until DPTS has received in cash or cleared funds payment in full of the price quoted by DPTS.
11.2. Until such time as the property in the goods passes to the Client, DPTS shall be entitled at any time to require the Client to deliver the goods to DPTS and if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the goods are stored and repossess the goods.

12. Force Majeure
12.1. Neither party shall be responsible for non-performance in whole or in part of its obligations nor under any liability to the other under the Contract if such non-performance or liability is due to any cause beyond the control of the party in default (or its sub-contractors) including, without limitation, acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire or tempest.

13. General
13.1. When staff or employees of either party are present on the premises of the other party (or of a sub-contractor) such visiting staff shall comply with all reasonable security, safety and administrative procedures generally applicable to host staff at those premises.
13.2. Failure by either party at any time to enforce any right, claim or provision of the Contract or arising thereunder shall not be construed as a waiver of such right, claim or provision.
13.3. The Contract will form the entire agreement between the parties and supersede any previous agreement and (save so far as expressly preserved hereby) representations, oral or otherwise, made by either of the parties. The parties warrant that they have not relied on any representation made by the other party in entering into the Contract.
13.4. All notices given by either party hereunder or pursuant hereto shall be in writing and given to the other party at its address shown in the Contract or at such other address as that party may have nominated by notice given to the other party in accordance with this sub-clause. All notices may be served by personal delivery, first class, registered or recorded delivery post or by facsimile transmission or by email. Any notice given by post shall be deemed to be received by the party to whom it was given 48 hours after posting (excluding Saturday, Sundays and UK public holidays). Notices given by facsimile shall be deemed to have been given one hour after transmission thereof. Notices given by email shall be deemed to have been given once the email has been opened.
13.5. The Contract shall be construed according to the laws of England.