DEFINITIONS

1. This document (the “conditions”) forms part of an agreement between Handheld Technologies Ireland & you, the customer.

2. The agreement is a binding document & customers should ensure that they understand it.

3. We need to have an agreed written record of what we are supplying to ensure that no mistakes are made. Consequently, we will not normally seek to make or agree variations to the agreement orally and will seek to ensure that changes are documented in writing. your statutory rights as a consumer will take priority over the agreement.

4. Our agreement is intended to comply with all your statutory rights as a consumer. However, in the event that any uncertainty arises

Customer - legal entity or person who buys or agrees to buy Products and/or Services from Handheld Technologies Ireland.

ISV / Reseller “Independent software vendor / Reseller” - legal entity or person who buys or agrees to buy Products and/or Services from Handheld Technologies Ireland for recognised third party use.

Conditions - this document.

Handheld Technologies Ireland - the company identified in your order confirmation and/or invoice.

Description - a document forming part of the agreement which describes a product or service that customer’s may purchase from Handheld Technologies Ireland.

Indemnify - promise to be responsible for another’s loss, damage, liability or penalty including promise to compensate for any loss, damage, liability or penalty which occurs.

Order - request by customer to purchase product or services from Handheld Technologies Ireland.

Order Confirmation - written acceptance by Handheld Technologies Ireland of customer’s order.

Price - the total charge for products and/or services payable by customer to Handheld Technologies Ireland.

Products - an individual good (including software) as described in any current document published by Handheld Technologies Ireland physically and/or on its internet site (www.handheldirland.com), or in any order confirmation & which customer buys or agrees to buy from Handheld Technologies Ireland.

Services - service & support carried out by or for Handheld Technologies Ireland in accordance with the service offering.

Service Offering(s) - the service options offered by Handheld Technologies Ireland as described in any current document published by Handheld Technologies Ireland physically and/or on its internet site (www.handheldirland.com), or in any order confirmation.

Software - computer operating systems, middleware, applications or other software that is owned by or licensed by, Handheld Technologies Ireland.

Third Party Products - products not manufactured, assembled or authored by Handheld Technologies Ireland that Handheld Technologies Ireland sells.

Third Party Software - computer operating systems, middleware, applications or other software from a third party editor or licensor of this agreement confirmation is binding except, in the case of consumers only, where there is a discrepancy between order confirmation and what consumer ordered and where discrepancy is unacceptable to the consumer. It is recommended that customer review the order confirmation and notify Handheld Technologies Ireland within a reasonable period of time of any discrepancies that are noticed. Confirmation Handheld Technologies Ireland guarantees that any such changed products will offer at least equivalent functionality and performance. 

Handheld Technologies Ireland will not make any significant variations to products or services without customer’s prior agreement and except as provided for above, will deliver product in accordance with the order confirmation. suspend delivery of product or service until full payment is received. If full payment is not received Handheld Technologies Ireland will be entitled to charge interest on the amount outstanding at the rate of 5% per annum on invoiced amount. If Handheld Technologies Ireland must recover the outstanding payment and/or product, recovery costs are to be paid by Business / SP/Reseller User. insurance, freight, handling and purchase costs. 

Customer will be contacted and advised of a proposed new date for delivery. If customer refuses the revised delivery date and delivery is not made within 30 days from the original date of order or prior to the specifically agreed delivery date if applicable, then customer may cancel the order without charge may recover any products supplied at any time prior to ownership passing if customer is in breach of these conditions. 

Storage of the product passes to customer on delivery of products to customer or to their representative. as ordered products or products which are either in damaged packaging or are visibly damaged; following discovery of any non-visible damage or defect in product supplied. time which is mutually convenient insofar as possible. 

Customers should act reasonably in complying with a request by Handheld Technologies Ireland to collect product at a particular time. description by providing written notice to Handheld Technologies Ireland within 7 days after delivery or otherwise shall be deemed to have accepted the products. products and do not cover any parts of products which have been modified or repaired without Handheld Technologies Ireland’s prior written consent. 

Handheld Technologies Ireland may ask third party servicing agents to fulfil Handheld Technologies Ireland’s and/or licensor’s legal obligations relating to the supply of that licensor’s hardware and software. is caused by an external cause such as fair wear & tear, software or hardware loaded onto or connected to product by customer where this software or hardware has not been supplied by Handheld Technologies Ireland, an accident, hazard, humidity control, electrical stress or other environmental conditions not commonly found in a safe working environment. and/or repaired. reasonable endeavours to meet response times estimated in the service offerings, but actual timings may vary depending, among other factors, on the remoteness or accessibility of customer’s location, weather conditions and availability of components. Handheld Technologies Ireland will comply with all other terms of its service offerings. Notwithstanding the above, the following are excluded from service unless stated otherwise in the service offering: local working hours, relocation, removal of non-Handheld Technologies Ireland supplied hardware or software, preventative maintenance, repairs to products that are functioning within industry standards including without limitation defective pixels on monitors, transfer of data or Software and viruses. 

Customer is responsible for removal of non-Handheld Technologies Ireland supplied products. the extent that it is permitted to do so, the benefit of any warranty or guarantee given by the manufacturer or supplier of third-party products may be offered using premium rated services. Any such services will be clearly identified and will be provided in compliance with relevant regulations and codes applying to provision and use of premium rated services. 

Telephone calls may be recorded for training purposes. Customer must provide Handheld Technologies Ireland with all reasonable courtesy, information and cooperation to enable Handheld Technologies Ireland to deliver the services and shall be responsible for all telephone and postal charges in contacting Handheld Technologies Ireland. To new in accordance with industry standards and practice. Products will be repaired using parts which will work for the balance of the statutory entitlement period and/or the service offering period relating to the product into which they are installed. If the part is installed into a product for which this statutory entitlement period and/or the service offering period (as applicable) has less than 90 days to run at the date of installation then the part itself will continue to work for at least 90 days after the date upon which it was installed. reconditioning, analysis or for environmental reasons. reflect the cost incurred by Handheld Technologies Ireland in retrieving the part(s), and/or the cost of procuring another component to recondition and/or arising from failure to comply with environmental obligations as a result of the customer’s failure to return the Product or part. accordance with statutory rights. Changes” above). particular purpose. Fitness for use in any particular manner or environment must be agreed in writing with Handheld Technologies Ireland prior to purchase otherwise agreed by Handheld Technologies Ireland. 

Handheld Technologies Ireland shall have no liability or obligation for defects in products or failure to remedy defects except as expressly provided under this agreement durability of products is given or assumed by Handheld Technologies Ireland and all such warranties are hereby excluded. without limitation, strikes by non-Handheld Technologies Ireland employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply Handheld Technologies Ireland. in Point accordance with the terms of “Point 4 Delivery” above. writing to customer. No compensation to Consumer will then be due in these circumstances. supplied, the negligence or deliberate misconduct of Handheld Technologies Ireland, or any employees, agents or subcontractors acting on Handheld Technologies Ireland’s behalf, provided, however, that in all cases, except for death or personal injury (where there shall be no limit on liability), Handheld Technologies Ireland’s liability for losses suffered by customer will be assessed in accordance with the applicable terms of this clause. duty. However Handheld Technologies Ireland shall not be liable in certain circumstances for example where the causes or potential causes of the loss: Handheld Technologies Ireland technician. and/or consistently with the terms of a service description third party supplier. Handheld Technologies Ireland may recall and exchange or modify hardware or software or refund customer (minus depreciation in this event) or require customer to install replacement or altered software from a CD, DVD or an internet download. license conditions for any Software supplied. reasonably be expected to have had knowledge. Handheld Technologies Ireland if litigation is directly related to products supplied to customer.

QUOTATIONS/ORDERS AND CHANGES

1. Handheld Technologies Ireland quotations are valid only if in writing and for 30 days after the quotation date, unless otherwise stated in the quotation.

2. All orders for products and/or services shall be regarded as an offer by customer to purchase products and/or services under the terms of this agreement.

3. Handheld Technologies Ireland accepts customer’s offer to purchase under this agreement and makes a binding agreement by issuing an order confirmation. Order confirmation is binding except, in the case of consumers only, where there is a discrepancy between order confirmation and what consumer ordered and where discrepancy is unacceptable to the consumer. It is

recommended that customer review the order confirmation and notify Handheld Technologies Ireland within a reasonable period of time of any discrepancies that are noticed.

4. Handheld Technologies Ireland reserves the right to make changes to ordered specifications but will identify any such changes in the order confirmation. Handheld Technologies Ireland guarantees that any such changed products will offer at least equivalent functionality and performance. Handheld Technologies Ireland will not make any significant variations to products or services without customer's prior agreement and except as provided for above, will deliver product in accordance with the order confirmation.

PRICE & PAYMENT

1. The price that customers must pay will be shown on Handheld Technologies Ireland’s order confirmation and invoices.

2. If agreed in advance in writing, Business / ISV/Reseller Users are required to pay within 30 days of the date of invoice. Handheld Technologies Ireland may suspend delivery of product or service until full payment is received. If full payment is not received Handheld Technologies Ireland will be entitled to charge interest on the amount outstanding at the rate of 5% per annum on invoiced amount. If Handheld Technologies Ireland must recover the outstanding payment and/or product, recovery costs are to be paid by Business / SP/ Reseller User.

3. For orders to be delivered in instalments over a period of time, Handheld Technologies Ireland may adjust prices due to changes to exchange rates, duties, and insurance, freight, handling and purchase costs.

DELIVERY

1. The delivery date specified in the order confirmation is an estimate.

2. The place of delivery is as stated in the order confirmation.

3. For practical reasons, products may be delivered by instalments, which shall be communicated to customer.

4. If the estimated delivery date cannot be met and the revised delivery date will exceed 30 days from the original date of order then customer will be contacted and advised of a proposed new date for delivery. If customer refuses the revised delivery date and delivery is not made within 30 days from the original date of order or prior to the specifically agreed delivery date if applicable, then customer may cancel the order without charge

PASSING OF OWNERSHIP & RISK

1. Ownership of products passes to customer on the later of receipt by Handheld Technologies Ireland of full payment or delivery to customer of product. Handheld Technologies Ireland may recover any products supplied at any time prior to ownership passing if customer is in breach of these conditions.

2. Risk meaning: a: A duty to take reasonable care of Product received and b: responsibility for damage caused to or by use, handling or storage of the product, passes to customer on delivery of products to customer or to their representative.

ACCEPTANCE OF PRODUCTS ON DELIVERY, “COOLING OFF” & RIGHTS OF RETURN AND CANCELLATION

1. Customer should notify Handheld Technologies Ireland promptly: following delivery of any missing, incorrectly delivered incorrect specification or otherwise not as ordered products or products which are either in damaged packaging or are visibly damaged; following discovery of any non-visible damage or defect in product supplied.

2. Where product can be returned to Handheld Technologies Ireland by customer under the terms of this agreement, it should be made available for collection at a time which is mutually convenient insofar as possible. Customers should act reasonably in complying with a request by Handheld Technologies Ireland to collect product at a particular time.

3. Notwithstanding anything herein to the contrary, business users may only reject product for material non-conformity with the product description by providing written notice to Handheld Technologies Ireland within 7 days after delivery or otherwise shall be deemed to have accepted the products.

STATUTORY RIGHTS, WARRANTIES, REPAIRS, REPLACEMENTS & PROVISION OF SERVICES

1. Handheld Technologies Ireland will fulfil its legal obligations to repair and/or replace products. These obligations are dependent upon proper use of products and do not cover any parts of products which have been modified or repaired without Handheld Technologies Ireland's prior written consent. Handheld Technologies Ireland may ask third party servicing agents to fulfil Handheld Technologies Ireland's and/or licensor's legal obligations relating to the supply of that licensor's hardware and software.

2. Handheld Technologies Ireland’s obligations do not apply to the consumable components of consumable items (such as toner in printer cartridges) or if a defect is caused by an external cause such as fair wear & tear, software or hardware loaded onto or connected to product by customer where this software or hardware has not been supplied by Handheld Technologies Ireland, an accident,

hazard, humidity control, electrical stress or other environmental conditions not commonly found in a safe working environment.

3. Parts not critical to product function, including but not limited to hinges, doors, cosmetic features, and frames, are not serviced and/or repaired.

4. Handheld Technologies Ireland’s obligations under its service offerings are as stated in the descriptions for those service offerings. Handheld Technologies Ireland will use all reasonable endeavours to meet response times estimated in the service offerings, but actual timings may vary depending, among other factors, on the remoteness or accessibility of customer's location, weather

conditions and availability of components. Handheld Technologies Ireland will comply with all other terms of its service offerings. Notwithstanding the above, the following are excluded from service unless stated otherwise in the service offering: local working hours, relocation, removal of non-Handheld Technologies Ireland supplied hardware or software, preventative maintenance, repairs to products that are functioning within industry standards including without limitation defective pixels on monitors, transfer of data or Software and viruses. Customer is responsible for removal of non-Handheld Technologies Ireland supplied products.

5. Handheld Technologies Ireland does not provide Handheld Technologies Ireland service offerings for third party manufactured software or products but will pass to customers, to the extent that it is permitted to do so, the benefit of any warranty or guarantee given by the manufacturer or supplier of third party products.

6. Service may be provided via telephone (at the normal national rate) or internet where appropriate. Additional optional value added services may be offered using premium rated services. Any such services will be clearly identified and will be provided in compliance with relevant regulations and codes applying to provision and use of premium rated services. Telephone calls may be recorded for training purposes. Customer must provide Handheld Technologies Ireland with all reasonable courtesy, information and cooperation to enable Handheld Technologies Ireland to deliver the services and shall be responsible for all telephone and postal charges in contacting Handheld Technologies Ireland.

7. Handheld Technologies Ireland makes repairs as required at law and if applicable, under service offerings by using components which are new or equivalent to new in accordance with industry standards and practice. Products will be repaired using parts which will work for the balance of the statutory entitlement period and/or the service offering period relating to the product into which they are installed. If the part is installed into a product for which this statutory entitlement period and/or the service offering period (as applicable) has less than 90 days to run at the date of installation then the part itself will continue to work for at least 90 days after the date upon which it was installed.

8. Handheld Technologies Ireland owns any product or parts that are removed during repair. Handheld Technologies Ireland may require customer to return removed parts to Handheld Technologies Ireland for reconditioning, analysis or for environmental reasons.

9. If customer does not return removed parts Handheld Technologies Ireland then may charge a fee of which customer will be informed prior to charge. The fee will reflect the cost incurred by Handheld Technologies Ireland in retrieving the part(s), &/or the cost of procuring another component to recondition and/or arising from failure to comply with environmental obligations as a result of the customer's failure to return the Product or part.

10. The charge referred to in points 8 and 9 above will not apply to consumers returning defective parts which have been replaced in accordance with statutory rights.

11. Products, software and services sold will correspond to their description (except as stated in “Point 4, Quotations/Orders and Changes” above).

12. Business users must satisfy themselves as to the suitability of the description for their needs. Handheld Technologies Ireland does not warrant fitness for any particular purpose. Fitness for use in any particular manner or environment must be agreed in writing with Handheld Technologies Ireland prior to purchase.

13. Business users are not automatically entitled to repair or replacement other than as described in a service description or as described in a service description or as otherwise agreed by Handheld Technologies Ireland. Handheld Technologies Ireland shall have no liability or obligation for defects in products or failure to remedy defects except as expressly provided under this agreement.

14. Except as expressly provided herein, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of products is given or assumed by Handheld Technologies Ireland and all such warranties are hereby excluded.

FRUSTRATION/CIRCUMSTANCES BEYOND THE PARTIES’ CONTROL (“FORCE MAJEURE”) CONSUMERS

1. Neither party is responsible for non-performance in case of circumstances beyond its reasonable control (“Force Majeure”) including without limitation, strikes by non-Handheld Technologies Ireland employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply Handheld Technologies Ireland.

2. If a Force Majeure event occurs and Handheld Technologies Ireland cannot deliver within the period set out in the order confirmation, Handheld Technologies Ireland will act in Point accordance with the terms of “Point 4 Delivery” above.

3. If the Force Majeure event lasts longer than 60 days then Handheld Technologies Ireland shall have the right to terminate the agreement by providing notice in writing to customer. No compensation to Consumer will then be due in these circumstances.

LIMITATIONS OF LIABILITY

1. Handheld Technologies Ireland accepts liability for any loss or damage to private property, death or personal injury caused by the products and services supplied, the negligence or deliberate misconduct of Handheld Technologies Ireland, or any employees, agents or subcontractors acting on Handheld Technologies Ireland's behalf, provided, however, that in all cases, except for death or personal injury (where there shall be no limit on liability), Handheld Technologies Ireland's liability for losses suffered by customer will be assessed in accordance with the applicable terms of this clause.

2. Handheld Technologies Ireland shall accept liability for reasonably foreseeable losses arising as a direct consequence of a breach by Handheld Technologies Ireland of its statutory duty. However Handheld Technologies Ireland shall not be liable in certain circumstances for example where the causes or potential causes of the loss:

1. were not reasonably foreseeable by both parties; and/or

2. were known by customer to the exclusion of Handheld Technologies Ireland at the time that the agreement was entered into; &/or

3. arose from the use of the product and/or services for purposes other than those contemplated in original agreement

4. were reasonably foreseeable and preventable by customer such as those arising from, but not limited to:

1. data or information loss caused by failing to keep back up copies of important data on separate media; or

2. virus damage; or

3. user inflicted problems such as those caused by failure to read &/or follow user instructions provided in writing or orally by a Handheld Technologies Ireland technician.

3. In claiming against Handheld Technologies Ireland for any such losses customer is expected to have acted reasonably, for example, with regard to:

1. how the losses were accrued - including steps taken to mitigate or to avoid losses occurring and

2. taking reasonable precautions to avoid loss (such as contacting Handheld Technologies Ireland promptly upon becoming aware of an issue).

4. Handheld Technologies Ireland will not be liable for:

1. use not consistent with “Point 12 Statutory Rights, Warranties, Repairs, Replacements & Provision of Services”

2. loss resulting from any defect or deficiency in products or services which Handheld Technologies Ireland shall have remedied within a reasonable period and/or consistently with the terms of a service description

3. consequential losses such as loss of business profits, salary, revenue, data or anticipated savings.

INTELLECTUAL PROPERTY RIGHTS

1. Handheld Technologies Ireland indemnifies customer from all costs & liabilities arising from any claim that use of hardware or software infringes any third party supplier. Handheld Technologies Ireland may recall and exchange or modify hardware or software or refund customer (minus depreciation in this event) or require customer to install replacement or altered software from a CD, DVD or an internet download.

2. Customer must notify Handheld Technologies Ireland immediately of any infringing or unauthorised use of product or software in it.

3. Handheld Technologies Ireland does not Indemnify customer for:

1. third party hardware or software not supplied by Handheld Technologies Ireland;

2. unauthorised modification or use of the products or software;

3. any claim caused by the use of products or software in conjunction with anything not supplied by Handheld Technologies Ireland. Customer must comply with the license conditions for any Software supplied.

4. customer indemnifies Handheld Technologies Ireland for any claim which arises due to customer’s own actions of which Handheld Technologies Ireland had no knowledge or could not reasonably be expected to have had knowledge.

5. Handheld Technologies Ireland is allowed to litigate, negotiate and settle claims and customer must provide reasonable assistance if requested to assist Handheld Technologies Ireland if litigation is directly related to products supplied to customer.

DATA PROTECTION

Personal data obtained by Handheld Technologies Ireland from customer shall be held and processed in accordance with all applicable laws and consistently with Handheld Technologies Ireland’s Terms and Privacy Policy. Handheld Technologies Ireland may share such personal data with other Handheld Technologies Ireland entities, agents, or subcontractors performing services for Handheld Technologies Ireland. Handheld Technologies Ireland will ensure adequate protection to safeguard personal data.

For a copy of Handheld Technologies Ireland’s Terms and Privacy Policy contact:

Handheld Technologies Ireland, Suite 2 Omega House, Collinstown Cross, Cloghran (Old Airport Road), Co.Dublin, IRELAND.

Customer consents to the processing of customer’s personal data in accordance with the above.

DATA PROTECTION OFFICER

Data Protection Officer contact at dpo@handheldireland.com

TERMINATION

1. Either party may terminate this agreement if the other:

     1. commits a material or persistent breach of these Conditions and

     2. fails to remedy such breach within 30 days of written notice being given to it by the other part requiring a remedy.

2. Handheld Technologies Ireland may terminate this Agreement with immediate written notice if customer:

         1. fails, without good reason, to pay on time; or

         2. breaches or Handheld Technologies Ireland reasonably suspects customer has breached export control laws.

3. Either party may terminate if the other becomes insolvent or bankrupt or is unable to pay debts as they fall due. This provision shall not relieve Handheld Technologies Ireland of an obligation to complete the delivery of any product that has been ordered and fully paid for by a customer prior to that customer becoming insolvent or bankrupt.

4. The following clauses of these conditions shall survive any termination or expiration of these conditions & shall continue to bind the parties & their permitted successors & assigns: clauses

        1. “Price and Payment” - Point 2 and 3

        2. “Passing of Ownership and Risk”

        3. “Acceptance of Products on Delivery, ‘Cooling Off’ and rights of return and cancellation”

        4. “Statutory Rights, Warranties, Repairs, Replacements and Provision of Services” - Point 8

        5. “Statutory Rights, Warranties, Repairs, Replacements and Provision of Services” - Point 9

        6. “Liability”

        7. “Intellectual Property and Software”

        8. “Export Control”

        9. “Data Protection”

        10. “Confidentiality”

        11. “Law and Jurisdiction”

LAW & JURISDICTION

1. This agreement is to be interpreted in accordance with Irish Law and is subject to the exclusive jurisdiction of the Irish Courts.

2. If any part of these conditions is found to be unenforceable by a court, the rest are unaffected. All notices must be in writing & sent to a legal officer of each party, at the address provided on the invoice.