Enigin PLC T&C

Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009
Enigin - Independent Distributor

License Agreement
Standard Terms & Conditions of Appointment
3rd June 2009
Enigin PLC
Enigin PLC. Southview House, St Austell Enterprise Park, Cornwall, PL25 4EJ United Kingdom.
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An Agreement
IS MADE BETWEEN:
(1) Enigin PLC a company registered in England under number 5984863 whose office is at
Southview House, St Austell Enterprise Park, Cornwall, PL25 4EJ, England hereinafter
referred to as “the company” for the one part and: -
(2) The person, persons or company, hereinafter referred to as “the Licensee”, or “distributor”
named in the licence agreement entered into and signed by the partner which is subject to
these Standard Terms of Appointment
WHEREAS:
(A) The Company is the developer, manufacturer and/or provider of various products and
business solutions used in the field of energy saving and business efficiency.
(B) The Company has agreed to appoint the Licensee as its Distributor in the territory for certain
of its products as defined in the licence agreement on the terms and conditions contained
herein, subject to the Licensee achieving reasonable minimum sales as jointly agreed from
time to time by both parties. No minimum sales will be required during the first full year (twelve
months) following the licensee’s appointment.
IT IS AGREED as follows:
1. Definitions
In this agreement unless the context requires otherwise the following expressions shall have
the following meanings:
“Courseware Products” those of the Products which are by their nature related to
training course content and material and including methodology
provided by the Company and used by the Licensee in the
course of their business;
“Initial order” the Licensee's initial order for the items, as part of the initial
business establishment pack for either the basic or premium
distributorship as referred to in the Licence agreement and set
out in either schedule 3 or 4 of these Standard Terms, which
are provided to the Licensee upon payment of the initial fee;
“Initial Fee” the amount paid by the Licensee to the Company upon granting
the Product Licence and Distribution Agreement as set out in
the licence agreement:
“Schedule of payments” any amount of ongoing regular payments, which the Licensee
has, or at any time in the future may agree to make to the
Company for future development and support;
“Intellectual Property patents, trade marks, service marks, registered designs,

Rights” applications for any of the foregoing, copyright, database,
know-how, confidential information, trade or business names
and any other similar protected rights in any country;
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“Invoice Price” in relation to the purchase of any of the Products, the amount
invoiced by the Company to the Licensee excluding VAT and
any other taxes, duties or levies and any transport and
insurance charges included in such invoice;
“Products” the Hardware Products, Software Products and Courseware

Products and product training described in Schedule 1 and
such other products as the parties may agree in writing from
time to time;
“Product Documentation” the operating manuals and other literature accompanying the
Products for use by end-users;
“ECOS” means the Enigin Collateral Ordering System, which is a web-

based e-commerce system of ordering and paying for products
from the Company
“Software Products” those of the Products which are computer software;
“Territory” the territory in which the Licensee is granted by the Company to

conduct business for the sale of the products;
2. Appointment
2.1 The Licensee shall perform their obligations under this

Agreement in accordance with all reasonable instructions,
which the Company may give the Licensee from time to
time. The Company appoints the Licensee and the
Licensee agrees to provide a Distribution outlet for the
Company’s products.
2.2 The Licensees appointment shall commence only after
written acceptance by the Company following the
submission of a signed Licence Agreement subject to all
the terms having been met and payment of the initial fee to
the Company.
2.3 The Licensee shall not be entitled to assign any of its rights
or obligations under this agreement without the written
approval of the company.
2.4 The Licensee shall not be entitled to any priority of supply
of the Products over the Company's other Licensees but
the Licensee will be entitled to an allocation of production
and delivery not worse than in sequence of delivery of
orders to the Company.
2.5 The Licensee represents and warrants to the Company
that it has the ability and experience to carry out the
obligations assumed by it under this agreement and it has
used due diligence in assessing the business potential,
and taken appropriate advice as may be necessary.
3. Duration
The Licence agreement shall commence on the date of the Agreement for an initial period of
ten years and shall continue for successive periods of ten years unless and until terminated by
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the licensee by giving to the Company not less than three months written notice, but shall be
subject to earlier termination by the company following a serious breach of any of it’s terms as
provided in this Agreement.
4. Sale and Purchase of the Products
4.1 The provisions of Schedule 2 shall apply forthwith.
4.2 If there shall be any inconsistency between the provisions
of Schedule 2 and the other provisions of this agreement
then the latter shall prevail.
5. Training
5.1 The Company shall provide training in the use, installation
and maintenance of the Products for the Licensee's
personnel in the manner specified in Schedule 3.
5.2 Any additional training required by the Licensee at the
Licensees premises shall be provided by the Company in
accordance with its standard scale of charges in force from
time to time (subject to the provisions of Schedule 2
paragraph 2.1).
5.3 The Licensee shall offer training and support for the
Products to all its customers and shall use its reasonable
endeavours to persuade them, where relevant, to complete
appropriate training in accordance with the Company's
minimum recommendations from time to time.
6. Licensee's Obligations
The Licensee shall:
6.1 In all ways act loyally to the Company and use their best
endeavours to promote and extend the sale of the
Products, and use due diligence and good professional
judgement to ensure that all client equipment is properly
surveyed and the Products are installed only on suitable
applications.
6.2 promptly inform the Company of any facts or opinions of
which the Licensee becomes aware which are likely to be
relevant to the commercial exploitation of the Products in
the Territory and which are either advantageous or
disadvantageous to the interests of the Company;
6.3 at all times conduct its business in a manner which will
reflect favourably on the Products and on the good name
and reputation of the Company;
6.4 not by itself or with others knowingly participate in any
illegal, deceptive, misleading or unethical practices which
may be detrimental to the Products, the Company or the
public interest;
6.5 if any dispute shall arise between the Licensee and any of
its customers in respect of the Products (or their
installation or maintenance) promptly inform the Company
and comply with all reasonable directions of the Company
in relation thereto;
6.6 at all times employ a sufficient number of full-time technical
support and sales staff having sufficient training and
expertise properly to display, demonstrate, sell and instruct
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customers in the installation and use of the Products and

capable of addressing customer enquiries and needs
regarding the Products;
6.7 at all times maintain adequate demonstration facilities for
the Products and maintain such stocks of the Products as
may be necessary to meet its customers' requirements.
6.8 supply to the Company such reports, returns and other
information relating to orders and projected orders for the
Products as the Company may from time to time
reasonably require, and hereby irrevocably grant to the
Company access via Nucleus and all associated software
business development programmes and courseware
products (including the Company’s web-based customer
relationship management programme) to the Licensees
business activities performed under this Agreement, which
in the reasonable opinion of the company may be
beneficial to the Licensee or the Company;
6.9 provide the Company with quarterly stock reports showing
the Licensee's stock of each of the Products at the
beginning and end of each quarter and the movement of
stocks during the quarter;
6.10 provide the Company with such financial information
relating to the Licensee's business dealing with the
Products as may be necessary for the Company to
establish and maintain a credit limit for the Licensee from
time to time;
6.11 not make any promises or representations or give any
warranties or guarantees in respect of the Products except
such as are consistent with those which accompany the
Products or as expressly authorised by the Company in
writing;
6.12 use the Company's trade marks and trade names relating
to the Products only in the registered or agreed style in
connection with the marketing and sale of the Products
and not use such trade marks or trade names in
connection with any other products or services or as a part
of the corporate or any trade name of the Licensee;
6.13 not advertise or promote in any way the Company or it’s
Products on the Internet or world wide web other than via
the provision of the standard generic end user web-site as
provided by the Company to Premium Distributors as part
of the initial business establishment pack;
6.14 except with the Company's prior consent not alter,
obscure, remove, interfere with or add to any of the trade
marks, trade names, markings or notices affixed to or
contained in the Products or the Product Documentation at
the time at which they are delivered to the Licensee;
6.15 except with the Company's prior consent not alter or
interfere with the Products or the Product Documentation;
6.16 be responsible for the proper installation of the Products
save where installation can readily and easily be
undertaken by the customer in accordance with the
instructions set out in the Product Documentation and the
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customer indicates that they wish to undertake installation

themselves;
6.17 not offer or undertake any maintenance services in respect
of the Software Products that it does not have either the
expertise or authority from the Company to do;
6.18 provide an efficient after sales service in respect of the
Products;
6.19 observe all applicable laws and regulations in respect of
and obtain all necessary licences, consents and
permissions required for the storage, marketing and sale of
the Products in the Territory ensuring that the Products
comply with local laws, regulations and safety standards
relating to their sale and use in the Territory;
6.20 co-operate with the Company in the recall of any of the
Products for safety checks or modifications;
6.21 pay for all expenses of and incidental to the Licensee’s
business including (without prejudice to the generality of
the foregoing) all Stationery supplied to the Licensee (with
the exception of that initially supplied without charge to the
Licensee as hereinafter provided in schedule 4)
7. Company's Obligations
The Company shall:
7.1 provide the Licensee with such marketing and technical
assistance that the Company is reasonably able, to assist
the Licensee with the promotion of the Products;
7.2 endeavour to respond as soon as possible to all technical
queries raised by the Licensee or its customers concerning
the use or application of the Products;
7.3 provide the Licensee, at the Licensee’s expense, with
adequate quantities of all available instruction manuals,
technical and promotional literature and other information
relating to the Products;
7.4 give reasonable advance written notice of any significant
change to any of the Products or of the Company's
intention to discontinue selling any of the Products to the
Licensee;
7.5 offer to the Licensee for inclusion in the Products any
product of the Company which can reasonably be
regarded as a replacement for or successor to any Product
which the Company discontinues selling pursuant to clause
10.2;
7.6 provide the Licensee promptly with all information and
assistance necessary to enable the Licensee properly to
perform its obligations under this Agreement in respect of
any modified or enhanced versions of the Products;
7.7 Not supply and make a charge to the Distributor for any
items which the Distributor has not expressly ordered.
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8. Intellectual Property Rights

8.1 All Intellectual Property Rights in or relating to the Products
and the Product Documentation are and shall remain the
property of the Company or its licensers.
The Licensee shall:
8.2 not cause or knowingly permit anything which may damage
or endanger any of the Intellectual Property Rights or
assist others to do so;
8.3 notify the Company immediately if the Licensee becomes
aware of any illegal or unauthorised use of any of the
Products or the Product Documentation or any of the
Intellectual Property Rights in or relating to the Products or
the Product Documentation and assist the Company (at
the Company's expense) in taking all steps necessary to
defend the Company's rights therein;
8.4 affix such notices to the Products or their packaging or
advertising associated therewith or the Product
Documentation as the Company may legally or statutorily
be required so to do;
8.5 indemnify the Company for any liability incurred to third
parties for any misuse by the Licensee and its customers
of the Products or the Product Documentation or any of the
Intellectual Property Rights in or relating to the Products or
Product Documentation otherwise than in accordance with
this agreement; and
8.6 acknowledge that any goodwill or reputation for the
Product generated by this agreement will belong to the
Company and upon termination of this agreement for
whatever reason the Licensee shall not be entitled to claim
recompense or compensation for such enhanced goodwill
or reputation. The provisions of this clause shall survive
the termination of this agreement.
8.7 Not use in the course of their business any promotional or
technical literature relating to the Products other than that
published and supplied by the Company. Nor reproduce
any of the Company’s written material or Enigin trade
marks or product branding for use in the advertising
promotion or sale of the Products without the prior written
approval of the Company.
9. Confidentiality
9.1 Neither party shall use or divulge or communicate to any
person (other than those whose province it is to know the
same or as permitted or contemplated by this agreement
or with the written authority of the other party or as may be
required by law) any of the following: -
A. any confidential information concerning the products, customers,
business, accounts, finance or contractual arrangements or other
dealings, transactions or affairs of the other party and its subsidiaries
which may come to the first party's knowledge during the
continuance of this agreement; or
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B. any of the terms of this agreement, and each party shall use its best
endeavours to prevent the unauthorised publication or disclosure of
any such information or documents and to ensure that any person to
whom such information or documents are disclosed by such party is
aware that the same is confidential to the other party.
9.2 Not at any time whether during or after the term of the
Distributor Agreement divulge or use any unpublished
technical information deriving from the Company or any
other information in relation to the Company's affairs or
business or method of carrying on business
9.3 Each party shall ensure that its employees are aware of
and comply with the confidentiality and non-disclosure
provisions contained in this clause and shall indemnify the
other party against loss or damage which the other may
sustain or incur as a result of any breach of confidence by
any such party's employees.
9.4 If either party becomes aware of any breach of confidence
by any of its employees it shall promptly notify the other
party and give the other party all reasonable assistance in
connection with any proceedings, which the other party
may institute against any such employees.
9.5 The provisions of this clause shall survive the termination
of this agreement but the restrictions contained in clause
9.1 shall cease to apply to any information which may
come into the public domain otherwise than through
unauthorised disclosure by the receiving party or its
employees.
10. Reservation of Rights
The Company reserves the right:
10.1 to make modifications or additions to the Products or the
Product Documentation or the packaging or finish thereof
in any way whatsoever as the Company may in its
absolute discretion determine;
10.2 to discontinue selling any of the Products to the Licensee;
and
10.3 to require the Licensee not to use or to cease to use any
advertising or promotional materials in respect of the
Products which the Company considers not to be in the
Company's best interests.
11. Territory
11.1 The Licensee shall refrain from seeking customers for the
Products outside the Territory but the Licensee shall not be
prohibited from fulfilling any unsolicited orders actually
placed by such customers. The Licensee shall also refrain
from establishing any branch or maintaining any
distribution depot outside the Territory for the sale of the
Products.
12. Legal Relationship
12.1 During the continuance of this agreement the Licensee
shall be entitled to refer to itself as authorised Distributor of
the Company but such description shall be in accordance
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with the Company's policies in effect from time to time and

before using such title (whether on the Licensee's business
stationery, advertising material or elsewhere) the Licensee
shall submit to the Company proof prints and such other
details as the Company may require and the Company
may in its absolute discretion grant or withhold permission
for such proposed use.
12.2 The relationship of the parties is that of seller and buyer
and nothing in this agreement shall render the Licensee a
partner or agent of the Company in a legal sense. Where
the term “partner” or “partnership” (as is increasingly more
commonly employed in strategic business alliances) is
used in connection with this business the intention is to
demonstrate the close working relationship, i.e. two parties
working together for mutual profit, and not the contractual
relationship that exists between the Company and the
Licensee. The Licensee is an independent Distributor
buying and selling in its own name and at its own risk.
12.3 Nothing within the terms agreed between the parties
constitutes a 'Franchise'. The Licensee must accept full
responsibility, taking professional advice where appropriate
to ensure they have the necessary experience, ability and
resources to succeed within this business. The Company
accepts no responsibility for the success or failure of the
Licensee due to incompetence or lack of business
expertise.
12.4 The Licensee shall not bind or purport to bind the
Company to any obligation nor expose the Company to
any liability nor pledge or purport to pledge the Company's
credit.
13. Termination
Notwithstanding anything else contained in it, this agreement will automatically terminate without
further notice to the Licensee if:
13.1 the Licensee shall (or shall threaten to) sell, assign, part
with or cease to carry on its business or that part of its
business relating to the distribution of the Products without
previously notifying the Company in writing; or
13.2 the control (as defined for the purposes of Section 416 of
the Income and Corporation Taxes Act 1988) of the
Licensee shall be transferred to any person or persons
other than the person or persons in control of the License
at the date of this Agreement (but the Company shall only
be entitled to terminate within the period of 60 days after
the Company shall have been notified in writing of the
change in control);
13.3 any material act or omission on the part of the Licensee
which in the reasonable opinion of the Company may
adversely effect it’s interests;
Termination by either party will be granted forthwith on giving notice in writing to the other if:
13.4 the other party commits any material or persistent breach
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of any term of this agreement and (in the case of a breach

capable of being remedied) shall have failed, within 30
days after the receipt of a request in writing from the other
party so to do, to remedy the breach (such request to
contain a warning of such party's intention to terminate);
13.5 the other party shall have a receiver or administrative
receiver appointed of it or over any part of its undertaking
or assets or shall pass a resolution for winding-up
(otherwise than for the purpose of a bona fide scheme of
solvent amalgamation or reconstruction) or a court of
competent jurisdiction shall make an order to that effect or
if the other party shall enter into any voluntary arrangement
with its creditors or shall become subject to an
administration order.
14. Effect of Termination
On the termination of this agreement:
14.1 The Licensee shall not be entitled to any compensation
(whether for loss of distribution rights, goodwill or
otherwise) as a result of the termination of this agreement
in accordance with its terms.
14.2 Each delivery of a consignment of the Products shall be
regarded as a separate contract of sale and no one default
in a delivery shall be cause for terminating this Agreement.
14.3 All rights and obligations of the parties under this
agreement shall automatically terminate except for such
rights of action as shall have accrued prior to such
termination and any obligations which are expressly
intended to come into or continue in force on or after such
termination.
14.4 The Licensee shall be entitled to sell any of its stocks of
the Products which have been fully paid for and which are
required to fulfil any unperformed contracts of the Licensee
outstanding at the date of termination (and to the extent
and for that purpose the provisions of this agreement shall
continue in effect).
14.5 The Licensee shall immediately eliminate from all its
literature, business stationery, publications, notices and
advertisements all references to it being authorised
Licensee of the Company.
14.6 The Licensee shall at its own expense forthwith return to
the Company or otherwise dispose of as the Company
may instruct all technical and promotional materials and
other documents and papers whatsoever sent to the
Licensee and relating to the Products or the business of
the Company (other than correspondence between the
parties)
14.7 The Licensee shall cause the Software Products and
Courseware Products to be erased from all computers of
or under the control of the Licensee and shall certify to the
Company that the same has been done.
14.8 All outstanding unpaid invoices in respect of the Products
shall become immediately payable in place of the payment
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terms previously agreed between the parties. Any credit

facility granted on ECOS will be cancelled and any
overdrawn balance must be settled immediately.
14.9 The Company shall be entitled to repossess any of the
Products which have not been paid for against cancellation
of the relevant invoices (and the Licensee irrevocably
licenses the Company, its employees and agents to enter
any of the premises of the Licensee for such purpose); and
14.10 The Company shall have the option to purchase at is
absolute discretion all or any unsold Products in the
possession or under the control of the Licensee which
have been paid for by the Licensee (and which are not
required to fulfil any unperformed contracts of the Licensee
outstanding at the date of termination) at the invoice price
(or, if lower, the written down value of the Products
appearing in the accounting records of the Licensee at the
date of termination) subject to the Company paying all
necessary VAT and other taxes duties or levies and paying
the cost of and arranging transport and insurance. The
Licensee shall give the Company all necessary assistance
and co-operation for the purpose of giving effect to the
provisions of this clause and of delivering the Products to
the Company.
15. Liability
15.1 The Company warrants to the Licensee that the Products
sold to the Licensee under this Agreement will comply with
their published specifications and will be of satisfactory
quality.
15.2 If the Company shall be in breach of the warranty set out in
clause 15.1 its liability shall be limited to replacing the
Products concerned or at its option refunding the price paid
by the Licensee (subject to the Licensee returning the
defective Products to the Company) or (if an abatement of
the price is agreed with the Licensee) refunding to the
Licensee the appropriate part of the price paid.
15.3 The Company shall have no liability to the Licensee under
clauses 15.1 and 15.2 above: for any damage to or defects
in any of the Products caused by fair wear and tear,
improper use, maintenance or repair, negligent handling,
failure to observe the instructions accompanying the
Products or any alterations to the Products;
15.4 The Licensee agrees to seek professional advice on
potential liability and maintain comprehensive public and
product and employers liability insurance to the degree
advised necessary given the size and extent of the
Licensee’s business and the territory in which the Licensee
operates.
15.5 Notwithstanding anything else contained in this agreement
the Company shall not be liable to the Licensee for loss of
profits or contracts or other indirect or consequential loss
or damage whether arising from negligence, breach of
contract or any other cause of action out of the subject
matter of this Agreement.
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15.6 Except as expressly provided in this agreement no

warranty, condition, undertaking, or term, expressed or
implied, statutory or otherwise, as to the condition, quality,
performance, merchantability, durability or fitness for
purpose of the Products is given or assumed by the
Company and all such warranties, conditions, undertakings
and terms are hereby excluded.
15.7 The Licensee shall indemnify the Company and keep the
Company fully and effectively indemnified against any and
all losses, claims, damages, costs, charges, expenses,
liabilities, demands, proceedings and actions which the
Company may sustain or incur or which may be brought or
established against it by any person and which in any case
arise out of or in relation to or by reason of:
1 the negligence, recklessness or wilful misconduct of the Licensee in the
performance of any of its obligations in connection with the installation and
maintenance of the Products;
2 any unauthorised action or omission of the Licensee or its employees;
3 the manner in which the Licensee markets and sells the Products (unless
authorised by the Company);
4 the independent supply by the Licensee of any products or services for use in
conjunction with or in relation to the Products; or
5 any breach or alleged breach of any applicable laws or regulations relating to
the storage, marketing or sale by the Licensee of the Products in the Territory.
15.8 If any claim is made against either party for which
indemnification is sought under this clause, the indemnified
party shall consult with the other and, subject to being
secured to its reasonable satisfaction, shall co-operate with
the other in relation to any reasonable request made by the
other in respect of such claim.
16. Interpretation
In this Agreement unless the context otherwise requires:
16.1 words importing any gender include every gender;
16.2 words importing the singular number include the plural
number and vice versa;
16.3 words importing persons include firms, companies and
corporations and vice versa;
16.4 references to numbered clauses and schedules are
references to the relevant clause in or schedule to this
Agreement;
16.5 reference in any schedule to this Agreement to numbered
paragraphs relate to the numbered paragraphs of that
schedule;
16.6 the headings to the clauses, schedules and paragraphs of
this Agreement will not affect the interpretation;
16.7 reference to an enactment includes reference to that
enactment as amended or replaced from time to time and
to any subordinate legislation or byelaw made under that
enactment;
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16.8 any obligation on any party not to do or omit to do anything

is to include an obligation not to allow that thing to be done
or omitted to be done;
16.9 any party who agrees to do something will be deemed to
fulfil that obligation if that party procures that it is done.
16.10 In the case of conflict or ambiguity between any provision
contained in the body of this Agreement and any provision
contained in any schedule, the provision in the body of this
Agreement shall take precedence.
17. Agency, Partnership
This Agreement shall not constitute or imply any legally binding partnership, joint venture,
agency, fiduciary relationship or other relationship between the parties other than the
contractual relationship expressly provided for in this agreement.
18. Amendments
This Agreement may not be released, discharged, supplemented, interpreted, amended,
varied or modified in any manner except by an instrument in writing signed by two Directors in
the case of the Company and a duly authorised officer or representative of the Licensee.
19. Entire Agreement
The Licence Agreement and these Standard Terms and Conditions of Appointment
supersedes all prior agreements, arrangements and undertakings between the parties and
constitutes the entire agreement between the parties relating to the subject matter of this
Agreement. However the obligations of the parties under any pre-existing non-disclosure
agreement shall remain in full force and effect in so far as there is no conflict between the
same. The parties confirm that they have not entered into this Agreement on the basis of any
representation that is not expressly incorporated into this Agreement.
20. Force Majeure
Notwithstanding anything else contained in this Agreement, neither party shall be liable for any
delay in performing its obligations under it if such delay is caused by circumstances beyond its
reasonable control (including without limitation any delay caused by any act or omission of the
other party) provided however that any delay by a sub-contractor or supplier of the party so
delaying shall not relieve the party from liability for delay except where such delay is beyond
the reasonable control of the sub-contractor or supplier concerned. Subject to the party so
delaying promptly notifying the other party in writing of the reasons for the delay (and the likely
duration of the delay), the performance of such party's obligations shall be suspended during
the period that the said circumstances persist and such party shall be granted an extension of
time for performance equal to the period of the delay. Save where such delay is caused by the
act or omission of the other party (in which event the rights, remedies and liabilities of the
parties shall be those conferred and imposed by the other terms of this Agreement and by
law):
21. Notices
21.1 All notices under this Agreement shall be in writing.
Notices shall be deemed to have been duly given:
21.2 when delivered, if delivered by courier or other messenger
(including registered mail) during normal business hours of
the recipient; or
21.3 when sent, if transmitted by fax or e-mail and a successful
transmission report or return receipt is generated; or
21.4 on the fifth business day following mailing, if mailed by
national ordinary mail, postage prepaid; or
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21.5 on the tenth business day following mailing, if mailed by

airmail, postage prepaid;
21.6 in each case addressed to the most recent address, e-mail
address, or facsimile number notified to the other party.
22. Schedules
The provisions of Schedules 1-3 shall form part of this Agreement as if set out herein.
23. Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void
or unenforceable, the provision shall, to the extent required, be severed from this Agreement
and rendered ineffective as far as possible without modifying the remaining provisions of this
Agreement, and shall not in any way affect any other circumstances of or the validity or
enforcement of this Agreement.
24. Successors and Assignees
24.1 This agreement shall be binding upon, and inure to the
benefit of, the parties and their respective successors and
permitted assignees, and references to a party in this
Agreement shall include its successors and permitted
assignees.
24.2 In this Agreement references to a party include references
to a person who for the time being is entitled (by
assignment, novation or otherwise) to that party's rights
under this Agreement (or any interest in those rights); or
who, as administrator, liquidator or otherwise, is entitled to
exercise those rights,
24.3 and in particular those references include a person to
whom those rights (or any interest in those rights) are
transferred or pass as a result of a merger, division,
reconstruction or other reorganisation involving that party.
For this purpose, references to a party's rights under this
Agreement include any similar rights to which another
person becomes entitled as a result of a novation of this
Agreement.
25. Waiver
No delay, neglect or forbearance on the part of either party in enforcing against the other party
any term or condition of this Agreement shall either be or be deemed to be a waiver or in any
way prejudice any right of that party under this Agreement. No right, power or remedy in this
Agreement conferred upon or reserved for either party is exclusive of any other right, power or
remedy available to that party.
26. Counterparts
This Agreement may be executed in any number of counterparts or duplicates, each of which
shall be an original, and such counterparts or duplicates shall together constitute one and the
same agreement.
27. Language
This Agreement is made only in the English language. If there is any conflict in the meaning
between the English language version of this Agreement and any version or translation of it in
any other language, the English language version shall prevail.
28. Costs and Expenses
Each party shall bear its own legal costs and other costs and expenses arising in connection
with the execution and registration (if applicable) of this Agreement.
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
14
29. Set-off
Where either party has incurred any liability to the other party, whether under this Agreement
or otherwise, and whether such liability is liquidated or unliquidated, each party may set off the
amount of such liability against any sum that would otherwise be due to the other party under
this Agreement.
30. Proper Law and Jurisdiction
30.1 The Licence Agreement and these standard product
License and Distribution terms and all matters arising from
it and any dispute resolutions referred to below shall be
governed by and construed in accordance with non-
exclusive jurisdiction at the English Courts notwithstanding
the conflict of law provisions and other mandatory legal
provisions save that:
30.2 the Company shall have the right to sue to recover its fees
in any jurisdiction in which the Licensee is operating or has
assets; and
30.3 the Company shall have the right to sue for breach of its
intellectual property rights and other proprietary information
and trade secrets ('IPR') (whether in connection with this
Agreement or otherwise) in any country where it believes
that infringement or a breach of this Agreement relating to
its IPR might be taking place. For the avoidance of doubt,
the place of performance of this Agreement is agreed by
the parties to be England.
30.4 The Licensee recognises that the Company’s business
relies upon the protection of its IPR and that in the event of
a breach or threatened breach of IPR, the Company could
be caused irreparable damage and as such the Company
may therefore be entitled to injunctive or other equitable
relief in order to prevent a breach or threatened breach of
its IPR.
30.5 With respect to all other disputes that are not IPR related,
the aggrieved party shall notify the other party in writing of
the nature of the dispute with as much detail as possible
about the deficient performance of the other party. A
representative from senior management of each of the
parties ('representatives') shall meet in person or
communicate by telephone within five business days of the
date of the written notification in order to reach an
agreement about the nature of the deficiency and the
corrective action to be taken by the respective parties. The
representatives shall produce a report about the nature of
the dispute in detail to their respective boards and if no
agreement is reached on corrective action, then the chief
executives of each party shall meet in person or
communicate by telephone, to facilitate an agreement
within ten business days of a written notice by one to the
other. If the dispute cannot be resolved at board level
within a further five business days, or if the agreed upon
completion dates in any written plan of corrective action
are exceeded, either party may seek its legal remedies as
provided below.
30.6 If the parties cannot resolve the dispute by the procedure
set out above, the parties shall irrevocably submit to the
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
15
non-exclusive jurisdiction at the English Courts for the

purposes of hearing and determining any dispute arising
out of this Agreement.
31. Miscellaneous
Where in the event of any dispute between the Licensee and any of the Company's other
Licensees as to any of the provisions of these terms and conditions of appointment or such
other business matters relating the Company’s affairs, then such dispute shall be referred to
and determined by the Company whose decision shall be final and binding upon the parties
concerned
SCHEDULE 1
Products
The Products are those listed on the Enigin Collateral Ordering System ECOS, which are made
available to the Licensee at the published prices, and on the specific terms of sale as detailed on
ECOS site, which the Licensee has been granted access to and hereby confirms acceptance of any
additional terms referred to thereon.
SCHEDULE 2
Sales Terms
1 Orders
1.1 Each order for the Products submitted by the Licensee to the Company shall be in writing and/or
be ordered directly on the ECOS site shall stipulate the type and quality of the Products ordered
and the requested delivery date and delivery destination.
1.2 Orders cannot be cancelled or modified once the order confirmation has been issued by ECOS
1.3 The Licensee shall be responsible for ensuring the accuracy of its orders.
2 Price and Payment
2.1 The price for each of the Products to be paid shall be as advertised on the ECOS site at the
time of ordering and as per the ECOS ordering confirmation regardless of any subsequent
changes up or down. Any other extraordinary demands made by the Licensee to the Company
must be agreed in writing prior to the services being provided.
2.2 All prices for the Products are exclusive of VAT or other applicable sales taxes, which shall be
paid by the Licensee at the appropriate rate.
2.3 Payment for the Products shall be as detailed on ECOS but at all times should be prior to the
dispatch of the Products or completion of services unless otherwise agreed.
2.4 The Company may sue for the price of the Products notwithstanding that the property has
passed to the Licensee.
2.5 Payment for the Products shall be made in pounds sterling and either by debiting the Licensees
credit account as shown on ECOS, Bank transfer or Credit Card as provided for on the ECOS
site.
2.6 If payment for any of the Products is not received by the due date then (without prejudice to the
Company's other rights and remedies) the Company shall be entitled to:
2.6.1 suspend all further deliveries of the Products until payment is received; and
1.1.2 charge the Licensee interest on the unpaid sum on a day to day basis (as well after or
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
16
before judgment) from the due date to the date of payment (both dates inclusive) at the
rate of 4% above the base rate of Natwest Bank from time to time in force.
2.7 The Company reserves the right to suspend deliveries of the Products while the aggregate
amount of outstanding unpaid invoices exceeds the Licensee’s credit balance as updated on
ECOS.
3 Deliveries
3.1 The Company shall use all reasonable endeavours to meet the delivery dates requested by the
Licensee but time of delivery shall not be of the essence and the Company shall have no liability
to the Licensee if it fails to meet any requested or estimated date for delivery.
3.2 If the Company is unable to meet any requested delivery date it shall as soon as practicable
notify the Licensee of its estimated date for delivery.
3.3 Delivery of the Products will be at the Company's premises, or such other premises as the
Company shall notify the Licensee from time to time ('the delivery point').
3.4 The Company shall bear the expense of putting the Products in the possession of the carrier at
the delivery point but the Licensee shall pay all other costs of transport and insurance.
3.5 If requested in the Licensee's order the Company shall arrange (as agent for the Licensee)
transport and insurance of the Products to the destination designated in the Licensee's order
and shall obtain and promptly deliver to the Licensee the documents (if any) necessary for the
Licensee or the Licensee's customer (as the case may be) to obtain possession of the Products.
The Licensee shall reimburse the Company for all costs incurred by the Company in respect of
the foregoing and all applicable provisions of this Schedule shall apply mutatis mutandis to the
payment of such cost as they shall apply to the payment of the price for the Products.
3.6 The Company reserves the right to make partial deliveries of any consignment of the Products
ordered but unless otherwise agreed no delivery of the whole or any part of a consignment shall
be made before the delivery date requested by the Licensee.
3.7 The Company will pack the Products suitable for delivery to the destinations requested by the
Licensee and each consignment shall be accompanied by supporting documentation.
3.8 The Licensee shall be responsible for obtaining prior to delivery all the necessary licences,
certificates of origin and other documents for the importation of the Products into the Territory
and for paying all applicable import duties and other levies.
3.9 The Licensee shall notify the Company within 14 days after delivery of any consignment of the
Products of any shortage in the quantity ordered. The Company shall make good any such
shortage as soon as reasonably practicable after written notice is received from the Licensee in
compliance with this paragraph but otherwise the Company shall have no liability to make good
such shortage.
4 Risk and Property
4.1 Risk in each consignment of the Products shall pass to the Licensee at the delivery point upon
placement of that consignment into the carrier's possession by the Company.
4.2 Ownership of property in any consignment of the Product shall not pass to the Licensee until
payment in full and in cleared funds has been received by the Company in respect of the price
for that consignment and for all other consignments of the Products for which payment is then
due.
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
17
SCHEDULE 3 - PREMIUM
This schedule sets out the precise details of the initial establishment pack and Mindshare
training programme for the Premium distributorship.
HARDWARE PACKAGE:
THREE mobile Netbooks (small hand held ‘laptop’) branded with your own company logo and the ESA
‘mark of approval’. Also pre-loaded with Enigin’s mobile fact-find, product demo’s and interactive
presentation. These are extremely practical and credible for Consultants who visit clients to conduct a
fact find, generate proposals and demonstrate solutions.
GBP18,950 worth of EnergyMaps Program equipment at retail. Enigin will provide you with all of the
equipment needed to complete your first GBP18,950 worth of EnergyMaps sales subject to the
following conditions:
The EnergyMaps sale must be processed through Enigin’s Sales Proposal Builder on
Nucleus (Enigin’s web based CRM) and must be approved in writing by Enigin’s Business
Development Team
Following approval the program must be exported to ECOS (Enigin’s Online Ordering
System) and purchased at the full prevailing rate. No items may be removed or discounted
Once the equipment has been installed an installation certificate must be sent to Enigin along
with a signed statement from the customer on their own letter headed paper confirming that
the installation has taken place and they are completely satisfied. On receipt of this
documentation Enigin will credit your Distributor account with the full wholesale cost of the
EnergyMaps program equipment. This does not include delivery charges
The GBP18,950 worth of EnergyMaps equipment can be used on up to 5 individual clients. It

gives you access to a maximum of 5 Eniscope systems and 5 E-Centive systems (comprising
of a maximum of 15 E-Centive Packs, 50 E-Centive Staff Packs, 5 Executive Packs, 5 Poster
Packs and 5 Customer Award Plaques). Any additional equipment will be charged at the
prevailing rate
The GBP18,950 worth of EnergyMaps equipment is available for up to 6 months following

your approval as a Distributor
THREE complete Eniscope 12 Automatic Monitoring & Targeting systems - includes local web server
and one years web monitoring set up remotely by one of our experienced software Engineers on your
selected trial sites.
Enigin Branded iPod featuring Eniscope viewing software.
Single phase iMEC Demonstration Unit installed in a portable case with both volt and ammeters for
demonstrating to clients how retrofitting intelligent products to existing systems can produce
substantial savings.
Premium Product Sample Pack includes; 5xiMEC, 5xACES, 5xCUES, 5xLESS
TRAINING PACKAGE:
FIVE days comprehensive MINDSHARE residential training in the UK for one or two people (The
Company will assist with co-ordinating hotel accommodation and transfers to the training venue, all
costs incurred at the hotel will be the responsibility of each delegate. Refreshments and lunch will be
provided each day during the training program, compliments of Enigin).
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
18
To reinforce the critical elements within the training, all of the key learning points of the training
program will be made available in digital format.
Complete copy of the highly acclaimed Winning More Customers sales training course (DVD and
Manual exclusively adapted for individuals in the Energy Saving Business). This will take you step by
step through the whole presentation process.
Access to Enigin’s very own Training Podcast Series from Internationally recognised business Guru
Warren Greshes; on ‘How To Run A Successful Energy Saving Business’.
FREE access to MINDSHARE-Monthly for the first year of your Distributorship, which is a live,
interactive web cast hosted by Enigin’s MD Ian Wrigley FRSA, where we disseminate critical
information based on time proven principles, unique techniques and real life examples from other
Energy Saving Business owners with the sole objective of making you more successful. Hardcopies of
the web casts are automatically posted to all Premium Distributors for future reference. After the first
year, MINDSHARE-Monthly subscription will be charged at the prevailing monthly rate and can be
cancelled at any time.
During the MINDSHARE residential training course our Business Development Team will help you
formulate a detailed Business Plan including Gantt chart with key milestones for the first 12 months of
your new business. Enigin’s experienced Financial Manager can then help you generate a detailed
profit & loss with cash-flow projections.
Following the MINDSHARE training course each Premium delegate is given FREE automatic
membership for the first year to the ESA. This credible association of commercial and technical
experts from the field of Energy Management will prove to be an excellent readily available source for
on-going training, development and support – 24/7. After the first year, ESA membership will be
charged at the prevailing annual membership rate and will be payable monthly. It can be cancelled at
the end of each annual membership period.
After graduation from the MINDSHARE training course you will enjoy 3 months of personalised one-to-
one follow-up field support training from Enigin’s Business Development Team (this dedicated
Business Development will continue at the end of your first 3 months for a low monthly fee of £99
which you can cancel at any time).
MARKETING PACKAGE:
A complete suite of marketing materials incorporating your own new company Name/Logo and chosen
style sheet. Enigin’s Graphic Designer will work with you to produce your very own unique high quality
promotional material, which you will be able to carry away with you, ready to utilise within your new
business, as soon as you return home. Inclusive of: Letterheads, Business Cards, Compliment Slips,
Product Brochures, and even artwork for exhibition material for use in developing your business.
Immediate benefit of the ESA Accreditation for use on Letterheads and promotional literature... a
statement in itself that you a part of a professional and credible body.
In addition to taking samples of your own stationary away with you, we will also provide a CD:ROM
containing print ready graphics so that you will be able to reproduce further materials from a printer
local to you, at the most cost effective price.
Marketing & Lead Generation System with tried and tested principles proven over time from experts
within our industry.
Proven Google Adwords campaign, with a bespoke keyword & homepage plug-in combination for
attracting new customers 24/7/365. We set everything up for you and provide an initial starting credit
so it can start working for you while you are attending training.
A range of Press Releases and White Papers to help launch your new business.
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
19
Work with our in-house Web-developer to produce a customised website containing product
demonstrations, videos, testimonials, test reports, downloadable brochures, supplied and hosted with
your own logo and domain name.
BUSINESS TOOLS PACKAGE:

One year, 5 user license for Nucleus - our powerful, web-based Customer Relationship Management
Tool. Nucleus is capable of delivering;
• Full Contact Database Management with Mail Merge
• Smart Search facility
• Calendaring
• Task Assignment
• Customer Pipeline Tracking & Management Statistics
• Bespoke Fact Find & Sales Proposal Builder
• Auto Responders & Email Scheduling
• Real Time Website Editing
• Energy Portal for remote set-up & monitoring of end-user consumption trends
• Telesales Marketing Interface
• Management Dashboard
Secure access to ECOS, Enigin’s online account management and ordering system, where you can
obtain a full range of energy saving products, further promotional material and merchandise.
Access to PeopleMaps, which is a powerful business tool for recruiting and developing the perfect
team, and realising more business from your staff.
Full set of Enigin bound manuals for incorporating, sales orders, technical & installation information,
energy saving products data, application specific case studies, training & support and energy audits.
SCHEDULE 4 - BASIC
This schedule sets out the precise details of the initial establishment pack and Mindshare
training programme for the Basic distributorship.
HARDWARE PACKAGE:
ONE mobile Netbook (small hand held ‘laptop’) pre-loaded with Enigin’s mobile fact-find, product
demo’s and interactive presentation - extremely practical and credible for Consultants who visit clients
to conduct a fact find, generate proposals and demonstrate solutions.
ONE complete Eniscope 12 Automatic Monitoring & Targeting systems - includes local web server and
one years web monitoring set up remotely by one of our experienced software Engineers on your
selected trial sites.
Single-phase iMEC Demonstration Unit installed in a portable case with both volt and ammeters for
demonstrating to clients how retrofitting intelligent products to existing systems can produce
substantial savings.
Basic Product Sample Pack includes; 1xiMEC, 1xACES, 1xCUES, 1xLESS
TRAINING PACKAGE:
FIVE days comprehensive MINDSHARE residential training in the UK for one person (The Company
will assist with co-ordinating hotel accommodation and transfers to the training venue, all costs
incurred at the hotel will be the responsibility of each delegate. Refreshments and lunch will be
provided each day during the training program, compliments of Enigin).
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
20
To reinforce the critical elements within the training, all of the key learning points from the four day
foundation training program will be made available in digital format.
Complete copy of the highly acclaimed Winning More Customers sales training course (DVD and
Manual exclusively adapted for individuals in the Energy Saving Business). This will take you step by
step through the whole presentation process.
Access to Enigin’s very own Training Podcast Series from Internationally recognised business Guru
Warren Greshes; on ‘How To Run A Successful Energy Saving Business’.
Automatic access to MINDSHARE-Monthly, which is a live, interactive web cast hosted by Enigin’s MD
Ian Wrigley FRSA, where we disseminate critical information based on time proven principles, unique
techniques and real life examples from other Energy Saving Business owners with the sole objective
of making you more successful. Subscription to this service is charged at £49 a month and can be
cancelled at any time.
Following graduation from the MINDSHARE training course you automatically qualify for 1 years
membership to ESA at the annual subscription price of £999. This credible association of commercial
and technical experts from the field of Energy Management could thereby prove to be an excellent
readily available source for on-going training, development and support – 24/7. ESA membership will
be charged at £83.25 per month and can be cancelled after one year
After graduation from the MINDSHARE training course you will enjoy personalised one-to-one follow-
up field support training from Enigin’s Business Development Team for a low monthly fee of £99 which
you can cancel at any time.
BUSINESS TOOLS PACKAGE:

One year, 1 user license for Nucleus - our powerful, web-based Customer Relationship Management
Tool. Nucleus is capable of delivering;
• Full Contact Database Management with Mail Merge
• Smart Search facility
• Calendaring
• Bespoke Fact Find & Sales Proposal Builder
• Energy Portal for remote set-up & monitoring of end-user consumption trends
Secure access to ECOS, Enigin’s online account management and ordering system, where you can
obtain a full range of energy saving products, further promotional material and merchandise.
License for PeopleMaps, which is a powerful business tool for recruiting and developing the perfect
team, and realising more business from your staff.
Full set of Enigin bound manuals for incorporating, sales orders, technical & installation information,
energy saving products data, application specific case studies, training & support and energy audits.
Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
21

Enigin PLC T&amp;C

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Enigin PLC T&amp;C

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Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009

Enigin - Independent Distributor

Standard Terms & Conditions of Appointment

3rd June 2009

“Intellectual Property patents, trade marks, service marks, registered designs,

“Products” the Hardware Products, Software Products and Courseware

“ECOS” means the Enigin Collateral Ordering System, which is a web-

“Software Products” those of the Products which are computer software;

“Territory” the territory in which the Licensee is granted by the Company to

2.1 The Licensee shall perform their obligations under this

customers in the installation and use of the Products and

customer indicates that they wish to undertake installation

8. Intellectual Property Rights

with the Company's policies in effect from time to time and

13.4 the other party commits any material or persistent breach

of any term of this agreement and (in the case of a breach

terms previously agreed between the parties. Any credit

15.6 Except as expressly provided in this agreement no

16.8 any obligation on any party not to do or omit to do anything

21.5 on the tenth business day following mailing, if mailed by

non-exclusive jurisdiction at the English Courts for the

2 Price and Payment

4 Risk and Property

The GBP18,950 worth of EnergyMaps equipment can be used on up to 5 individual clients. It

The GBP18,950 worth of EnergyMaps equipment is available for up to 6 months following

Enigin Branded iPod featuring Eniscope viewing software.

Premium Product Sample Pack includes; 5xiMEC, 5xACES, 5xCUES, 5xLESS

BUSINESS TOOLS PACKAGE:

Basic Product Sample Pack includes; 1xiMEC, 1xACES, 1xCUES, 1xLESS

BUSINESS TOOLS PACKAGE:

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Enigin PLC T&C

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