1 Definitions

For the purpose of these conditions the following definitions shall apply.

Contract : any contract between PARASOL and the Customer for the sale and purchase of goods or services, incorporating these conditions.

Customer, you, your: any individual, partnership, company or association entering into a Contract for the purchase of goods or services with PARASOL. You are the person(s) shown on page one of the Contract as the 'Customer'. If there is more then one of you, you are jointly and severally liable for all sums due under the Contract.

Minimum Term: the minimum period for supply of Services is 12 months, unless stated otherwise, in writing, by PARASOL.

Products: any tracking or security device, cables and accessories to be supplied to you by us (including any part or parts of them).

PARASOL, us, our, we: PARASOL of Transporter House, Fulton Road . Wembley HA9 0TF

Services: includes delivery, installation, repair, replacement and provision of data, reports, tracking facilities and other information.

Headings are for convenience only. The singular includes the plural and visa versa.

2 Application of Terms

All contracts for the sale of Products or Services made by PARASOL shall include these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). Any variation to these conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by PARASOL.

3 Prices and Payment Terms

(1) Our advertised prices do not include VAT and delivery. The price of the Product may change from the price advertised. Please confirm the price before you order. Prices are valid only if expressed in writing by PARASOL and only for the quantity and time period stated in our quotation or order confirmation. If not stated the validity period is 30 days .

(2) We may share customer credit history information with relevant credit agencies.

(3) Unless otherwise stated in writing by us all payments shall be made within 30 days of the date of invoice.

(4) We may want someone to guarantee your obligations; if we do, we will ask you to suggest someone suitable to be your guarantor.

(5) If any payment is not received by the you by the due date, we reserve the right to charge interest on any sum due at the rate of 4% above Bank of England base rate as varied from time to time until payment is received in full, whether before or after any judgment. If, at any time, we make any concession or allow extra time to pay, this will not affect our rights on that or any subsequent occasion.

(6) The agreed instalments you must pay (without our making demand on you) are payable in full without any set-off or counterclaim.

(7) If you send us cheques, you do so at your own risk. It is vital to us that we receive payment in full on the due dates as per the Contract; you agree that this is a condition of this Contract. A breach of this condition may be treated by us as repudiation (see clause 14).

4 Period

The Contract shall continue in force for at least the Minimum Term and indefinitely thereafter until terminated by either party in accordance with clause 14 below. So long as you are not in default, you are entitled to possession of the Products and use of the Services throughout this period in accordance with the terms of the Contract.

5 Delivery and Installation

(1) Unless otherwise agreed in writing by PARASOL, delivery of the Products shall take place at the Customer's place of business or a valid delivery address notified to PARASOL at the time of entering into the Contract.

(2) All delivery times and dates are approximate but PARASOL will use reasonable endeavours to respect them. If no dates are so specified, delivery shall be within a reasonable time.

(3) PARASOL will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products or their failure to respect an installation appointment (even if caused by PARASOL's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.

(4) PARASOL may deliver the Products by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

(5) If for any reason the Customer fails to accept delivery of any of the Products when they are ready for delivery, or PARASOL is unable to deliver the Products on time because the Customer has not provided appropriate instructions, documents, licences or authorizations (a) risk in the Products shall pass to the Customer (including for loss or damage caused by PARASOL's negligence); (b) the Products shall be deemed to have been delivered; and (c) PARASOL may store the Products until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

(6) The Products are at the risk of the Customer from the time of delivery.

(7) If installation is carried out by the Customer or a person appointed by the Customer PARASOL shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure to follow PARASOL's written instructions in installing the Products.

6 Acceptance of Goods

The Customer shall inspect the Products within 21 days upon delivery or installation. Failure to inspect the Products within 21 days after delivery or installation shall constitute a waiver of the Customer's rights of acceptance and shall be equivalent to acceptance of the goods.

7 Loss or Damage in Transit and Non Delivery

(1) PARASOL will not be liable for damage or loss of the Products in transit or for any discrepancy between the Products delivered and the Products ordered unless the Customer gives written or email notice of a claim to PARASOL within 3 working days of delivery or expected delivery.

(2) In the event of damage of the Products in transit or any discrepancy between the Products delivered and the Products ordered, the Customer must hold the Products and make them available for inspection or collection by PARASOL or its representative on request.

(3) Any liability of PARASOL for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.

8 Provision of Services

We will take all reasonable steps to make the Services available to you at all times. We do not guarantee that the Services will be without disruption and we shall not be liable for any loss or damage resulting from a disruption of the Services.

9 SIM cards and the Product

(1) The SIM card contained in the Product remains the property of PARASOL. On termination or expiry of the Contract the Customer shall return the SIM card to PARASOL.

(2) The Customer shall not remove, or permit others to remove the SIM card from the Product. The Customer is responsible for the loss or theft and any consequent (including fraudulent or improper) usage of the SIM card.

(3) In the event that PARASOL has reasonable grounds to believe that the Customer may be in breach of the provisions of this clause, PARASOL may, at its sole discretion, discontinue the provision of the Services to the Customer on any or all of the Products supplied to the Customer.

(4) Unless the Customer has received prior written approval from PARASOL, the SIM card in the Product shall not function outside of the United Kingdom .

(5) The Customer shall keep the Product in their possession and shall not sub-let it without the prior written consent of PARASOL.

10 Returns and Cancellations

(1) If the Product arrives faulty or damaged, or a fault becomes apparent in the first 21 days after delivery, we will either provide a full refund or dispatch a new Product as soon as possible after the faulty Product has been returned to us.

(2) If the Product is not faulty the Customer has 21 days from the day after the Product arrive to cancel the order and return the Product for a refund. A refund will be provided within 30 days of receipt by PARASOL of the returned Product. Please note that in order to receive a refund the Product packaging must be unopened and in pristine condition otherwise a restocking fee may be applied.

(3) If the Product has been activated, then the Customer will not be entitled to a refund or replacement.

(4) To return a Product the Customer must obtain a Return Merchandise Authorisation (RMA) number from PARASOL.

11 Warranties

(1) PARASOL guarantees to the Customer that the Product will be free from defects for a period of 12 months from purchase unless otherwise stated on the order confirmation. Should the Product be defective with this period, the Customer must notify PARASOL of such defect in writing and allow PARASOL the opportunity to repair or replace the Product within a reasonable time using components or replacements that are new or equivalent to new.

(2) PARASOL shall not be liable and provides no warranty for any damage caused by the Customer or his representative or any unauthorised third party through incorrect installation, use, modification or repair of the Product, or any accidental or other damage to the Product caused by any party or external force.

12 Liability

(1) This clause 12 sets out the entire financial liability of PARASOL (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a) any breach of these conditions;

(b) any use made by the Customer of any of the Products or Services, or of any goods incorporating any of the Products; and

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

(2) Nothing in these conditions excludes or limits the liability of PARASOL:

(a) for death or personal injury caused by the PARASOL's negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for PARASOL to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation.

(3) Subject to clause 10.1 and 10.2 above and 10.4 below:

(a) PARASOL's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

(b) PARASOL shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

(4) In the case of any claim made against PARASOL for disruption to the Services or any errors in the information provided, PARASOL's liability shall not exceed the total price paid by the Customer for the Services for the duration of any such disruption or errors only in respect of those Products for which the Services were affected.

(5) Any damage, loss or injury, to anything or anyone, caused to or by your improper use of the Product is your risk and liabilities arising or penalties or fines imposed in respect of its use or possession are your responsibility; you agree to indemnify us if any claim is made on us or we suffer any loss as a result of any of these matters.

13 Force Majeure

PARASOL shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these conditions or loss of damage of any Products due to, but not limited to, acts of God, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery or services of sub-contractors or sub-suppliers, shortage of labour or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of PARASOL.

14 Termination

(1) PARASOL may terminate the Contract immediately on giving written notice to the Customer in the following circumstances:

(a) if the Customer commits a material or persistent breach of the Contract and fails to rectify such breach within 30 days of written notice;

(b) if the Customer does any act that might jeopardise the continuance of the Services;

(c) PARASOL do not receive any payments within 30 days of their due date;

(d) an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the Customer; or

(e) an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(f) a receiver is appointed of any of the Customer's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the customer, or if any other person takes possession of or sells the Customer's assets; or

(g) the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

(h) the Customer ceases, or threatens to cease, to trade; or

(i) the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

(2) The Customer may terminate the Contract at any time after the Minimum Term has expired by giving PARASOL at least one month's notice in writing.

(3) The Customer may terminate the Contract before the Minimum Term has expired by paying all due charges to PARASOL.

(4) If PARASOL terminate the Contract, without affecting its rights (including any right to damages and to our costs of recovering the Product), the Customer must then pay PARASOL the amount required to discharge their outstanding liability to PARASOL under the Contract. Receipt by PARASOL of part payment will not affect their rights.

15 General

(1) If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

(2) Each of the parties agrees that the Contract represents the entire agreement between them.

(3) All notices by either party in respect of the Contract shall be in writing and delivered to the registered office or principal place of business of the other. Communications will be deemed to be received 48 hours after posting.

(4) The Customer must provide PARASOL with a valid contact mobile phone number. If the contact mobile phone number is changed by the Customer, they must notify PARASOL of such change in writing. PARASOL shall not be liable for any loss or damage arising from the failure of the Customer to provide PARASOL with a valid contact mobile phone number.

(5) The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16 Governing Law

These Terms shall be construed in accordance with English Law and shall be subject to the non exclusive jurisdiction of the courts of England and Wales