Terms and Conditions

QUANT GROUP LTD – Company Registration Number 09671324.

The terms of trade set out below govern all of the supply of Products, Software and Services from Quant Group Ltd (“Quant Group”) whose registered office is at Woodberry House, 2 Woodberry Grove, Finchley, London, United Kingdom, N12 0DR to Customer (“Customer”) and they replace any other terms of trade or any other conditions contained in any document used by customer. Customer’s acceptance of any Products, Software or Services from Quant Group Ltd indicates it’s acceptance of these terms of trade.

1. Definitions

In these conditions: “Software” includes all relevant documentation, manuals, printed and written matter; “Vendor” means a third party Vendor whose software, products or services Quant Group may supply to Customer or End-user, Products” means computer hardware, peripherals, accessories and Software, “Services”, means consultancy, technical, software support, help desk support, training, third party services or other service, which Quant Group has agreed to supply to Customer or End-user. “End-user” is the party which is the ultimate user of the services, software or products

2. Prices and quotations

2.1 Prices and pricelists may be altered without notice. 2.2 Quotations are open for acceptance for a period of 30 days unless otherwise specified. 2.3 Unless otherwise specified prices are for delivery at the offices of Quant Group and Quant Group reserves the right to charge as a separate item for delivery charges, insurance costs, any special handling charges, agreed changes in the specifications or changes in any taxes, duties or levies charged on or in relation to the equipment or goods, materials or services used on or in relation to this contract and/or any extra costs or expense incurred by Quant Group as a result of site conditions, delays, interruptions, lack of information, changes in exchange rates and/or without limitation any other factors beyond Quant Group’s control

3. Risk and delivery

3.1 Unless otherwise agreed in writing delivery of any Products will be ex-works. 3.2 Customer shall be responsible for insurance and risk in the Products from the time they are received by a carrier for delivery to Customer or collected by Customer or Customers agent. 3.3 Customer agrees to pay all delivery costs. 3.4 Any claims for shortage or damage during delivery must be made to the carrier within 5 days of the date of delivery. Where products appear to be damaged or missing Customer must contact Quant Group immediately. 3.5 Quant Group will make every effort to ensure delivery of Products, or performance of Services, is on time, but will not be liable to Customer or End-user for any loss or damage arising in any way from any delay in delivery or performance. Such delay in delivery or performance does not entitle Customer to cancel any order. 3.6 Unless otherwise stated in writing, all Products will be box shipped and it is Customers responsibility to assemble, configure and install them. 3.7 Where Customer requests Quant Group to deliver Products directly to another person, that person takes possession of the Products for Customer as its agent, but Customer shall remain directly responsible to Quant Group under these terms of trade.

4. Payment

4.1 Payment is required in advance of supply by electronic bank transfer unless Quant Group has agreed to supply on credit. 4.2 Where Quant Group has agreed to supply on normal credit terms the invoice shall be due and payable by Customer to Quant Group thirty (30) days from the invoice date. Payments shall not be dependent on the Customer receiving payment from the End-user. 4.3. Payment is only made when funds are received on a cleared basis into the bank account of Quant Group. Payment shall only be made by electronic bank transfer and any payments made by cheque shall not be treated as made until such time as the cheque value has been credited to Quant Groups bank account and is without recourse. 4.4 Any amount or period of credit offered shall be at Quant Group’s sole discretion and it may be varied at any time without prior notice. 4.5 Payment must be made in the currency specified on the invoice 4.6 Customer agrees to pay all invoices in full without deduction or setoff and to pay VAT and any other government duties, levies or taxes in respect of the Products. 4.7 If payment is not made in full by the due date Customer agrees that Quant Group shall charge interest on the overdue amount at the rates prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and Quant Group may charge for costs (including collection costs and legal costs on a solicitor-client basis) and suspend delivery of Products or performance of any services until the account is paid. 4.8 Notwithstanding clauses 4.2 and 4.3 above, all payments shall immediately become due to Quant Group if it reasonably believes the information supplied in the application for credit is incorrect or no longer correct and Customer has failed to supply corrected information which is of a satisfactory nature to Quant Group within 5 days of its request or, if Customer becomes insolvent, commit any act of bankruptcy, if a receiver, liquidator or statutory manager is appointed over any of Customers assets or undertaking, if Customer make or attempt to make an arrangement or composition with creditors, or if Customer materially fails to comply with any of the provisions of this agreement.

5. Property

5.1 Property and ownership in Products or Services, whether in their original form or incorporated in or attached to another product do not pass to Customer until such time as Quant Group has received payment in full of the purchase price of the Products or Services. 5.2 Until property passes to Customer it shall hold any Products in trust to Quant Group and/or the Vendor and store them in a manner to enable them to be identified and cross referenced to particular invoices. 5.3 Unless otherwise notified in writing, Customer is authorised to sell the Products in the ordinary course of its business, but Customer must keep the proceeds of any Products sold in trust for Quant Group and /or the relevant Vendor. 5.4 Where Quant Group reasonably believes Customer is or will be in breach of any part of clause 4 of these terms of trade, Quant Group or its Vendor may by serving 24 hours’ notice discontinue the provision of any service that is being supplied. 5.5 Where Quant Group reasonably believes Customer is or will be in breach of any part of clauses 4 or 6 of these terms of trade, Quant Group or its agent may without notice enter any premises under Customers control to remove any Products which are the property of Quant Group whether or not those Products are installed in or attached to any other goods, and without prejudice to any other of Quant Group’s rights. 5.6 Customer indemnifies Quant Group against all costs and claims in respect of its exercise of rights under this clause 5.

6. Cancellations and Returns

6.1 Customer acknowledges and agrees that returns shall only be accepted by Quant Group in accordance with Quant Groups returns policy as notified to Customer from time to time, and that Customer may receive a credit for goods returned only if Quant Group has consented in writing. 6.2 No contract or order may be cancelled without Quant Group written consent. In the event that cancellation is agreed for whatever reason the Customer indemnifies Quant Group against all costs, claims, loss and expenses occasioned thereby including any consequential loss and loss of profits.

7. Warranties

7.1 All Products, Third Party Services and Software are subject to the Vendor warranties only. Quant Group will pass on the full benefit of those warranties to Customer, without being directly liable to Customer under any warranty. 7.2 Where goods are subject to a return to base warranty, Customer shall be responsible for returning them to Quant Group or the manufacturer (as provided by the warranty) and Customer shall be responsible for additional costs including (but not limited to) freight. 7.3 Any warranty may be voided by damage to or misuse of the system, problems caused by the use or misuse of software, negligent installation or operation, inadequate packaging, cleaning or maintenance, unauthorised repairs, modifications or the addition of incompatible hardware 7.4 Quant Group gives no undertaking that any of the products or services or software is fit for any particular purpose the Customer having greater knowledge of their own requirements relies entirely on their own skill and judgement in evaluating whether the product or services appropriate for the end-user.

8. Obligations to suppliers

We may impose additional conditions where our Vendors require Quant Group to do so or require Customer to enter into a Vendor-Customer partner agreement

9. Compliance with applicable EU and US Laws

Customer warrants that all technology, technical information and technical data received directly or indirectly by Customer from Quant Group under these terms of trade are intended solely for the use of Customer and its customers. Any Products or Software (as defined in the United States Department of Commerce Comprehensive Export Schedule) or any such technology, technical information and technical data is intended solely for the use of Customer and its customers within such countries are not forbidden or restricted now or hereafter by United States or EU Export Administration laws; and they shall not be exported except in strict compliance with all United States and EU Export Administration laws. Quant Group expressly reserves the right to refuse any order which, in Quant Group’s sole judgment is or may be a violation of such laws on the part of Customer or its customers.

10. Limitation of liability

10.1 Quant Group’s maximum liability to Customer shall be limited to the value of any faulty Products or services supplied by Quant Group. 10.2 Quant Group’s Directors, employees, contractors and agents, any Vendors and any licensors of Software or suppliers of services, will not be liable to Customer for loss or damage of any kind however that loss or damage is caused or arises. 10.3 These limitations of liability include but are not limited to, a) costs (including costs of returning Products to Quant Group or to any manufacturer or licensor). b) consequential loss, loss of profits and damage caused by or arising from delays in manufacturing or delivery, faulty or delayed installation, unreasonable use, negligence (including a failure to do something which should have been done or to prevent something from happening), faulty specifications and design, and faulty materials, components, manufacture, compilation, or assembly of the Products. 10.4 Where Customer has failed to pay for the products or services Quant Group shall not have any liability. 10.5 Quant Group shall not be liable for any increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special indirect or consequential loss (including loss or damage suffered by the Customer or End-user as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Quant Group had been advised of the possibility of the Customer incurring the same. 10.6 Nothing in this contract shall limit liability for personal injury or death caused by Quant Groups negligence or the negligence of its employees or agents. To the extent the law does not permit such liability to be excluded , Quant Group does not attempt to limit its liability for damage to the tangible property of the Customer resulting from the negligence of Quant Group or its employees or agents to the extent that Quant Group is insured against such loss. 10.7 Nothing in these terms and conditions shall in any way exclude or limit any liability Quant Group may have for death or personal injury caused by its’ negligence.

11. Performance Data and Specifications

11.1 Customer shall not rely upon any representations as to the Products or Services or their fitness for any particular purpose unless Quant Group specifically agrees these in writing. 11.2 Any performance figures quoted or referred to by Quant Group are estimates only, based on assumed conditions in a well-managed office with experienced, adequate and efficient operators and appropriate services, and proper use of satisfactory materials.

12. Customers further obligations

Customer indemnifies Quant Group against all costs, expenses, losses, damages or claims arising in any way as a result of Customers failure to comply these terms of trade.

13. Intellectual property and Confidentiality

13.1 All intellectual property shall remain the property of Quant Group or any of its Vendors entitled to it, and neither Quant Group nor its Vendors transfer any right, title or interest in the intellectual property to Customer 13.2 Customer must not use any trademarks which are the property of Quant Group or its Vendors, or any similar words or marks, or any combination of words which includes any of those trademarks or any similar words or marks, except to the extent authorised by Quant Group in writing. 13.3 Customer agrees to ensure that all Confidential Information given by Quant Group to Customer is made available to its employees only on the basis that those employees at all times maintain strict confidentiality.

14. General

14.1 Quant Group reserves the right to change these terms of trade from time to time. 14.2 If Quant Group fails to enforce any terms or to exercise its rights under these terms of trade at any time Quant Group has not waived those rights. 14.3 If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade. 14.4 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified, pursuant to this provision to the party giving the notice. 14.5 No waiver by Quant Group of any breach of the Contract by Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. 14.6 This agreement is governed by the laws of England and any dispute under it shall be subject to the exclusive jurisdiction of the Courts of England.