Anovar Professional Services & Support – Terms & Conditions

Please read the following terms and conditions carefully before engaging our services.

1. Consulting Service and Support Charges

Customer is charged on an hourly basis unless other terms have been agreed upon in advance and in writing such as Annual Service & Support Plan.

1.1 Anovar Systems reserves the right to charge Customer if Customer has not fulfilled the documented requirements or agreed-upon preparations, Customer can not ensure all reasonable access to the system, as required by the consultant to complete their tasks, or the person of authority is not available to approve decisions or actions which may have a major impact on the system.

2. Out of Pocket Expense

Out of pocket expenses (e.g. travel, meals, hotel) and other costs incurred (e.g. fax, telephone, photocopies, etc.) are invoiced separately in addition to the consulting service costs incurred. Alternatively, Customer may immediately reimburse Anovar Systems Consultant upon production of receipts and justification of such expenses.

3. Minimum Blocks of Time

3.1 There are minimum 2 hours of chargeable consulting time for services outside our offices for a particular assignment.

In the event that an assignment is shorter in duration than the minimum stated, or involves international travel, Anovar Systems will charge 50% of the Consultant’s “door to door” travel time at the Consultant’s standard rate.

4. Out of Hours Consulting

In the event that any Consultant shall be specifically required by Client to perform services at any time outside the hours of 9:00 a.m. and 5:00 p.m. Monday to Friday (excluding public holidays) the hourly charge rate for each hour any Consultant shall be so engaged shall be increased, unless otherwise agreed, as follows:

fifty percent (50%) for time engaged on a day between Monday to Friday, but excluding public holidays.

one hundred percent (100%) for time engaged on any Saturday, Sunday or public holiday

5. Cancelled Services

5.1 For those services cancelled less than 48 hours before delivery, Anovar Systems reserves the right to be compensated for 20% of the requested services up to a maximum of US$1000.

6. Invoicing of Services

6.1 Services are invoiced on a weekly basis and all invoices are payable within 14 (fourteen) days.

6.2 Anovar Systems reserves the right to charge the Customer interest on late payments at a rate equal to two (2) times the local inter-bank’s interest rate.

7. Anovar Systems’s OnSite Consulting Services

7.1 Anovar Systems shall use reasonable endeavours to perform all Services to the satisfaction of Customer. Where appropriate, Anovar Systems may request Client to immediately transfer to Anovar program files, a parameter file, data files and such other relevant elements relating to the support issue as may be required to enable Anovar Systems to carry out the Remote Services. If Client refuses to carry out the suggested steps resulting in Anovar Systems having to provide On-Site consulting services, Client shall be responsible for paying all fees associated with the On-Site consulting services including the Consultant’s transportation to the On-Site location and minimum blocks of time shall apply. If in Anovar Systems's reasonable judgment during the provision of remote consulting services the Error may not be identified and/or corrected through remote assistance, Anovar Systems shall promptly inform Client thereof and offer to provide Client with consulting services at Client’s premises including an estimate of Anovar Systems's assistance fee for the provision of such On-Site consulting services.

8. Customer’s Obligation to Maintain System

8.1 Customer is responsible for the proper functioning, administration security of its system, including the “backup” of data and software immediately prior to any work performed by Anovar Systems.

8.2 Anovar Systems reserves the right to charge the Customer to make “backup(s)” of the Customer’s system.

8.3 Anovar Systems will not guarantee the integrity of the resulting “backup” made of the Customer’s system.

9. Liability

9.1 Anovar Systems declines all responsibilities for any direct or consequential damages that might arise as a result of the execution of its consulting services. To the maximum extent permitted by applicable law, in no event shall Anovar or any of their suppliers be liable for any direct, indirect, incidental or consequential damages, including, but not limited to, loss of anticipated business profits or benefits, business interruption, loss of business information, or any other pecuniary loss arising out of Anovar's services or arising out of any breach of any warranty. The sole and exclusive remedy of the Client from any breach of the express warranties contained herein shall not exceed the amount of the fee paid by Client with respect to this agreement.

10. Prices and Terms of Payment

10.1 Prices are in US dollar or otherwise stated in quotations and terms of payment are 14 days from invoice date.

10.2 All prices are exclusive of VAT, taxes or any other governmental surcharge levied in the country of the payor (hereafter referred to collectively as “tax”).To the extent that any tax is levied in respect of payments toAnovar Systems , the payment due to Anovar Systems will be grossed up such that Anovar Systems will receive the same amount as if no such tax had been charged or levied.

11. No Offers of Employment

During the engagement of Anovar Services and for two (2) years following the last engagement, Client and Anovar undertake to neither directly or indirectly solicit, endeavour to entice away, employ or to offer to employ any person, agent or consultant who is employed or contracted by the Other Party, whether such person would commit any breach of his or her contract of service in leaving such employment. In case of violation of this Paragraph, the offending Party shall pay to the other Party an indemnity of USD 150,000.