THIS AGREEMENT is dated [DATE] and is made between:

(1) CFS Europe Limited incorporated and registered in England and Wales with
company number 04591752 whose registered office is at 237 Queenstown Road,
London EC1A 9LA (Supplier).
(2) [Specsavers Horsham] incorporated and registered in England and Wales with
company number [260] whose registered office is at [57 West ST Horsham RH12
1PL ](Customer).

GENERAL TERMS AND CONDITIONS

1. INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.
Confidential Information: information of commercial value which has been kept
confidential by the party from whom the information originates and which has not come
into the public domain during the term of this agreement in breach of any obligation of
confidence.
Data Protection Legislation: all applicable data protection legislation and regulations.
Delivery Date: the estimated delivery date specified in the relevant Order Form on
which the Supplier will deliver the Product to the Location.
Defect: an error in the Product that causes it to fail to operate substantially in
accordance with the relevant Documentation and not caused due to any fault or
negligence of the Customer.
Documentation: the operating manuals, user instructions, technical literature and all
other related materials in human-readable and/or machine-readable form supplied to
the Customer by the Supplier for aiding the use and application of the Product.
Hardware: the computer hardware equipment provided by the Supplier to the
Customer and on which the Materials are loaded or through which they are accessed.
Intellectual Property Rights: all vested contingent and future intellectual property
rights including but not limited to copyright, trade marks, service marks, design rights
(whether registered or unregistered), patents, know-how, trade secrets, inventions,
get-up, database rights and any applications for the protection or registration of these
rights and all renewals and extensions thereof existing in any part of the world whether
now known or in the future created to which the Supplier may be entitled.
Loan Fee: the fee paid or payable for the Hardware (when loaned not purchased) for
the Loan Period as specified in the applicable Order Form.
Loan Period: the period specified in the applicable Order Form.
Location: the location(s) at which the Product is to be installed as specified in the
relevant Order Form.
Materials: all operating software, other software, firmware and the Documentation
which are loaded onto or accessed from the Hardware.

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 Normal Working Hours: the hours 8:00 am to 5:00 pm UK time Monday to Friday
except English Bank Holidays.
Order Form: the purchase order for the Product and services in the format attached
as Schedule 1 to this agreement and which references this agreement, or such other
format containing substantially the same information and as may be accepted by the
Supplier.
On-Line Service: the provision of access to Customer and its customers to web
based services ordered by the Customer as more particularly described in the
applicable Order Form.
Personal Data: data that are subject to protection under Data Protection Legislation.
Product: the Hardware and the Materials in the quantities described in an Order Form.
Purpose: to gather =feedback from customers and employees of Customer for the
purpose of assisting Customer management to assess the need for corrective action
and to help Customer drive improvement in customer service levels.
Service Charges: the charges for the applicable services ordered by Customer
and as specified in the applicable Order Form.
Support Commencement Date: the date specified in the Order Form for
commencement of Support Services for the Product. This shall be the start of the
Loan Period for loaned Products.
Support Services Period: the period specified in the Order Form for which the
Supplier will provide the Support Services to the Customer for a Product sold, not
loaned, to the Customer.
Support Services: means the maintenance services to be provided by the
Supplier to the Customer for the Product.
Start Date: the date specified in the applicable Order Form as being the date on which
the Loan Period begins and being the estimated delivery date of the Product.
Training: the training as specified in the relevant Order Form (if any), to be provided
by the Supplier to the Customer.

2. TERMS OF AGREEMENT

2.1 The Supplier shall supply to the Customer the Product, the On-Line Services, the
Support Services and any other services as ordered by the Customer and specified in
the relevant Order Form in accordance with the terms of this agreement.

2.2 An Order Form, the General Terms and Conditions, the schedules to the General
Terms and Conditions, together with any documents referred to in them, form an
integral part of this agreement and any reference to this agreement means the
General Terms and Conditions together with the Order Form, schedules and all
documents referred to in them, and such amendments in writing as may subsequently
be agreed between the parties.

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2.3 In the event of any conflict or inconsistency between the Order Form, the General
Terms and Conditions and any schedule, the General Terms and Conditions shall take
precedence followed by the schedules and then the Order Form.

2.4 In the case of this contract being translated, the English version will prevail in the
resolution of any disputes.

3. LOAN OR SALE OF PRODUCT

3.1 The Supplier agrees to lend or sell (as specified in the relevant Order Form) to the
Customer the Product(s) to be delivered by the Supplier to the Customer at the
Location(s) on the Delivery Date.

3.2 The Customer agrees to keep the Product(s) at the Location(s) and to use the Product
solely for the Purpose.

3.3 The Customer agrees to abide by all applicable European Union export regulations
and shall not export or re-export the Product.

3.4 The Customer may hold and enjoy quiet possession of the Product provided it is not in
default of any of its obligations under the terms of this agreement.

3.5 Where the Product is sold to the Customer, the Customer is granted title to the
Hardware only, on delivery of the Product to the Customer. All Materials shall remain
in the ownership of Supplier (or its licensors) and Customer is granted a licence to use
such Materials in accordance with the terms of Clause 10.2 of this agreement. As
owner of the Hardware, Customer is free to treat the Hardware as such, however,
placement or use of the Hardware not in accordance with the terms of this agreement
may invalidate any warranties and indemnities given pursuant to this agreement and
may affect the provision of the On-line Services, the Support Services and any other
services to be provided to Customer by Supplier.

4. DELIVERY AND INSTALLATION

4.1 The Supplier shall provide to the Customer from time to time copies of the
Documentation containing sufficient up-to-date information for the proper use and
maintenance of the Product.]

4.2 The Customer may make such further copies of the Documentation as are reasonably
necessary for the use and maintenance of the Product and for training the Customer's
personnel in use of the Product.

4.3 The Customer shall be entitled to provide copies of the Documentation to any third
party who needs to know the information contained in it, provided that such third party
first enters into a confidentiality obligation in accordance with clause c.

4.4 The Customer shall be responsible for installing the Product at the Location in
accordance with the Supplier’s instructions unless otherwise agreed with the Supplier.

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4.5 Where the Supplier has agreed to install the Product at the Location for the Customer,
the Customer shall pay the applicable charges for such installation services on a time
and materials basis in accordance with Supplier’s then current rates at date of
performance of installation services.

5. RISK

5.1 Risk in the Product shall pass to the Customer on delivery. If any part of the Product
shall thereafter be lost, destroyed or damaged, the Supplier shall replace the same at
the request of the Customer subject to the Customer paying the cost of such
replacement and returning the original Product (where damaged) to the Supplier.

5.2 It is the Customer’s responsibility to insure the Product once risk has passed to the
Customer.

5.3 Where applicable as identified in the relevant Order Form, the Customer shall provide
all cabling and other equipment needed for the installation of the Product at the
Location, including any equipment needed to connect and interface the Product with
the Supplier’s On-Line Service and/or Support Service.

6. CHARGES AND PAYMENT

6.1 Where the Product is sold to the Customer, the Customer shall pay the purchase price
for the Hardware as specified in the relevant Order Form and the Customer shall pay
the applicable Service Charges on the dates and at the intervals as set out in the
relevant Order Form. Payment shall be made in accordance with the terms of Clause
6.7 below.

6.2 Where the Product is loaned to the Customer, the Customer shall pay the Supplier the
Loan Fee together with the applicable Services Charges , on the dates and intervals
as set out in the Order Form.

6.3 The Supplier may increase the Loan Fee and/or any Services Charges at any
anniversary of the Start Date. The Supplier shall give the Customer notice of such
increase at least sixty (60) days prior to each anniversary of the Start Date.

6.4 The Customer shall pay all charges for installation, training and any other services
provided by the Supplier pursuant to an Order Form as may be charged by the
Supplier on a time-and-materials basis at its standard rates then in force. Such
charges shall be payable in accordance with Clause 6.7.

6.5 The Supplier shall be entitled to reimbursement for reasonable travel and
accommodation costs where Supplier is required to attend the Customer Location to
provide installation, training, Support Services and any other services ordered by the
Customer.

6.6 The Supplier shall submit invoices for the Loan Fee and the Services Charges in
accordance with the dates and at the intervals specified in the applicable Order Form.

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 Invoices for all other services shall be submitted by the Supplier to the Customer as
and when such charges are incurred.

6.7 The purchase price for the Hardware, the Loan Fee, the Services Charges and all
other charges payable by the Customer pursuant to this agreement are exclusive of,
and Customer shall be responsible for, all applicable taxes, duties and assessments
(other than taxes on the income of the Supplier).

6.8 The Customer shall make payment of each invoice submitted by the Supplier to it
pursuant to this agreement by the due date stated in that invoice or within thirty (30)
days of receipt of the invoice, whichever is the earlier.

6.9 Where a sum is required to be paid under this agreement but is not paid on the due
date, the Supplier shall be entitled to charge interest on the outstanding amount at the
rate of 4% above the base rate of the Bank of England or the maximum amount
prescribed by law if lower, accruing from the due date to the date of payment.

6.10 The Customer shall keep confidential and not share with any third parties (other than
its professional advisors who need to know) any information relating to the fees,
charges and pricing charged or provided to the Customer by Supplier under this
agreement. All fees, charges and pricing shall constitute Confidential Information as
defined in this agreement and the terms of Clause 18 shall apply.

6.11 In the case of the customer requiring and sundry supplies or replacement items these
will be charged as per the table in the customers final proposal document.

7. OBLIGATIONS OF THE SUPPLIER

7.1 The Supplier shall arrange for the delivery of the Product at the Location on or before
the Start Date.

7.2 Where the Product is loaned, the Supplier shall maintain the Hardware during the Loan
Period in accordance with the terms of this agreement and subject to Customer having
paid the Loan Fees.

7.3 Where the Product is sold to Customer, the Supplier shall maintain the Hardware in
accordance with the terms of this agreement for the Support Services period specified
in the relevant Order Form provided that the Customer has paid the applicable Service
Charges.

7.4 The Supplier shall provide Support Services for the Product in accordance with the
provisions of Clause 13 for so long as the Customer has paid the applicable Services
Charges.

8. OBLIGATIONS OF THE CUSTOMER

8.1 The Customer agrees to make prompt payment of all costs, fees and charges to the
Supplier.

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8.2 Subject to the Supplier complying with reasonable applicable policies of the Customer,
as notified to the Supplier from time to time, the Customer shall allow the Supplier's
personnel such access to the Customer's premises as is reasonably necessary for the
Supplier to carry out its obligations to the Customer pursuant to this agreement. The
Customer shall provide to the Supplier all permissions necessary to obtain such
access.

8.3 The Customer shall inspect the Product on delivery and notify the Supplier in writing of
any defects in the Product. Notice of any defects must be received by Supplier no
later than seven (7) working days from the date of delivery of the Product to Customer.
failing which the Customer shall be responsible for all costs associated with return and
replacement of the Product

8.4 The Customer shall allow the Supplier or its duly authorised agent or representative
upon reasonable notice during Normal Business Hours to inspect the Product and any
records, logbook, manual, or handbook forming part of the Product.

8.5 The Customer shall use the Product in a proper manner and in accordance with any
operating instructions issued for it and shall ensure that its’ staff are properly trained to
supervise the use of the Product by the Customer’s customers.

8.6 The Customer shall keep the Product at its own expense and at all times in good
repair, condition, and working order and properly maintained.

8.7 The Customer shall make no alteration, and not remove any existing components from
the Product (unless instructed to do so by the Supplier).

8.8 The Customer shall insure the Product and keep it insured throughout the Loan
Period, for its full replacement value against all risks on a comprehensive insurance
policy.

8.9 The Customer shall notify the Supplier in writing immediately of any loss of or damage
to the Product and, where the Product is loaned, shall indemnify the Supplier against
any loss or damage to the Product while in the possession of the Customer, ordinary
wear and tear excepted.

8.10 Where the Product is loaned to the Customer, the Customer shall not transfer, sell,
assign, sublicense, pledge or otherwise dispose of, encumber or suffer a lien or
encumbrance upon or against any interest in the Product.

8.11 The Customer shall be responsible for all communications costs arising out of use of
the Product while at the Location which shall be included in the Service Charges
unless otherwise agreed with the Customer in the relevant Order Form.

8.12 Where the Product is loaned, the Customer shall return the Product to the Supplier in
good working order within thirty (30) days of, the end of the Loan Period, or earlier
determination of this agreement.

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8.13 Within one month of the return of the Product the Customer shall provide the Supplier
with a written report describing their experience of the Product, their opinion of the
Products and any suggested enhancements.

9. PRODUCT WARRANTIES

9.1 The Supplier warrants that the Hardware will be new (except where otherwise
specified in the applicable Order Form) and of satisfactory quality.

9.2 As far as it is able, and to the extent applicable, the Supplier will pass on to the
Customer the benefits of any warranties granted in favour of the Supplier by the
original manufacturer of the Product or any third party.

9.3 The above warranties and those set out in Clause 16 in respect of the Support
Services are in lieu of all other express or implied warranties or conditions including,
but not limited to, implied warranties or conditions of satisfactory quality and fitness for
a particular purpose. The Supplier specifically denies any implied or express
representation that the Product will be fit:
(a) to operate in conjunction with any other hardware items or software products other
than with those hardware items and software products that are identified in writing by
the Supplier as being compatible with the Product (if any); or
(b) to operate uninterrupted or error-free; or
(c) to have all program defects corrected.

9.4 Any unauthorised modifications, use or improper installation of the Product by the
Customer, and/or breach by Customer of its obligations under this agreement, shall
render all the Supplier's warranties and support obligations null and void.

9.5 The Customer’s sole remedy in the event of breach of warranty shall be replacement
of the Product.

10. PROPRIETARY RIGHTS

10.1 Where loaned, the Product and the Intellectual Property Rights are and shall remain
the property of the Supplier and the Supplier reserves the right to grant a licence to
use the Product to any other party or parties.

10.2 Where sold, the Hardware shall belong to the Customer but all Intellectual Property
Rights in the Material or associated with the Product shall remain in the ownership of
the Supplier and the Supplier grants to the Customer a royalty free, non-exclusive,
non-transferrable right to use the Intellectual Property Rights in the Material and
associated with the Product for so long as the Customer contracts for the On-line
Services and/or Support Services and pays the relevant Service Charges.

10.3 The Supplier retains all title and rights including all Intellectual Property Rights in all
reports provided or made available to Customer pursuant to this agreement.

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10.4 The Customer shall notify the Supplier immediately if the Customer becomes aware of
any unauthorised use of the whole or any part of the Product by any person.

11. TRAINING

11.1 The Supplier undertakes to provide training to the Customer as ordered pursuant to an
Order Form and subject to Customer paying Supplier’s charges for such training all as
specified in an Order Form.

11.2 Training shall be carried out at the Location, on-line or as may otherwise be agreed by
the Customer in an Order Form.

12. ON-LINE SERVICES

12.1 Subject to payment of the relevant Service Charges, Supplier shall provide to
Customer such On Line Services as specified in the relevant Order Form.

12.2 As part of the On-live Services and where ordered pursuant to a valid Order Form, the
Supplier shall:

12.3.1 Collate the customer feedback data collected through the use of the Product and will
make available to Customer through the web or by email the standard report formats
ordered by the Customer as detailed in the applicable Order Form.

12.3.2 Develop additional reports ordered by the Customer subject to customer paying the
charges for development of such reports which shall be on a time and materials basis
at the Supplier’s then current rates for such services.

12.3.3 provide to Customer such number of log-in identities and passwords as reasonably
required to enable Customer to access through the web (if applicable) all reports
ordered or developed for it.]

12.3.4 Grant to Customer the right to provide its customers with details of the web address
where its customers may go to provide online feedback in relation to the Customer’s
own products and services.

12.3 Supplier provides access to the Online Services on an “as is”, “as available” basis and
in no event shall Supplier be liable for unavailability, inaccuracies, incompleteness or
errors in: the data captured or input by the Customer or its customers using the Online
Services; or results provided by the Online Services (including standard format reports
or reports specially developed for the Customer).

13. SUPPORT SERVICES

13.1 The Supplier shall ensure that support is available by telephone and e-mail during
Normal Working Hours to provide assistance to the Customer in respect of the
following:
(a) remedying Defects in the Product; and

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(b) providing advice on the use of the Product.

13.2 The Supplier shall use reasonable endeavours to correct Defects notified to it by the
Customer in a timely manner appropriate to the seriousness of the circumstances.

13.3 Where the Supplier is required to attend to faults or fix the Product where, in the
Supplier’s reasonable opinion, there is no Defect, or due to fault or negligence of the
Customer, including but not limited to breach by Customer of any of its obligations
under this agreement, Supplier shall charge Customer on a time and materials basis at
its standard rates then applicable and Customer shall be liable for all associated costs
and expenses such as travel, cost of replacement parts or spares, installation costs,
which shall be invoiced to Customer by Supplier at cost.

14. CUSTOMER'S OBLIGATIONS IN RELATION TO SUPPORT SERVICES

14.1 During the Loan Period the Customer shall not, without the Supplier's prior written
approval, allow any person other than a representative of the Supplier to modify, repair
or maintain any part of the Product.

14.2 Where the Customer has purchased the Hardware, during the Support Services
Period, the Customer shall not, without the Supplier’s prior written approval, allow any
person other than representative of the supplier to modify, repair or maintain any part
of the Product.

14.3 The Customer shall permit the Supplier to have online access to the Product for the
purpose of carrying out remote diagnostics and correction of Defects. The Customer
shall, at its own expense, provide the equipment necessary to enable such online
access in accordance with the specifications notified to it in writing by the Supplier (if
any).

14.4 Supplier may notify Customer by email of a Defect which it has detected using the
remote diagnostics and request that Customer call Supplier or Supplier will call
Customer staff at the Location(s). The Customer shall comply as soon as reasonably
practicable with all the Supplier's reasonable requests for information or assistance
and Customer will ensure that its staff at the Location(s) are available to respond to
Supplier’s notifications of Defects that require investigation.

14.5 Where it is identified that spares are required to remedy a Defect, the customer will
ensure that the replaced hardware is returned to the Supplier by courier without delay.
In the event that the Customer fails to return the replaced hardware to Supplier within
thirty (30) days of it having been replaced by spares, the Supplier shall be entitled to
invoice Customer for such spares and Customer shall be liable for the costs of such
spares.

15. DURATION OF SUPPORT SERVICES

15.1 Subject to payment of the Service Charges, the Supplier shall provide the Support
Services for the duration of the Loan Period where the Product is loaned to the

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 Customer or until terminated in accordance with any of the provisions of this
agreement.

15.2 Subject to payment of the Service Charges, where the Product has been sold to the
Customer, the Support Services shall commence on the Support Commencement
Date and shall continue in force for the Support Services Period or until terminated in
accordance with any of the provisions of this agreement.

16. WARRANTIES AND LIMITATIONS OF LIABILITY RELATING TO SERVICES

16.1 The Supplier warrants that the Support Services and any other services ordered by
Customer pursuant to an Order Form shall be provided with due skill and care and in
accordance with applicable industry standards.

16.2 The Supplier's warranties and obligations under this agreement in relation to Support
Services are subject to, and contingent on, the proper use and care by the Customer
of the Product, and do not cover any part of the Product which has been modified by
anyone other than the Supplier, except with the Supplier's express prior written
permission.

16.3 The Supplier shall have no liability to rectify any particular Defect if attempts to rectify
such Defect other than normal recovery or diagnostic procedures have been made by
the Customer's personnel or third parties without the permission of the Supplier.

16.4 The Supplier does not warrant or guarantee that it will be able to rectify all Defects, nor
that any Defect which does not materially affect the Customer's operations using the
Supported Software will be corrected.

16.5 The Customer’s sole remedy for any breach of warranty given in this Clause 16 shall
be reperformance by the Supplier of the service giving rise to the breach.

17. GENERAL LIMITATION OF LIABILITY

17.1 Except as provided below in the case of personal injury and death, the Supplier's
maximum liability to the Customer under this agreement or otherwise for any cause of
action, howsoever arising, related to the Product, shall be for direct costs and
damages only and will be limited to a sum equivalent to the price paid or payable to
the Supplier for the Product(s) or services that are the subject of the Customer’s claim
in the twelve (12) months preceding the cause of action giving rise to such claim. The
Supplier shall not be liable for loss of profits, cost of procurement of replacement
goods or services, damages resulting from loss of data or loss of use, loss of
anticipated savings, indirect, special or consequential damages resulting from use of
the Product or provision of any services pursuant to this agreement, whether or not
such damages were reasonably foreseeable or actually foreseen.

17.2 The exclusions in this clause 17 shall apply to the fullest extent permissible at law, but
the Supplier does not exclude liability for death or personal injury caused by the
negligence of the Supplier, its officers, employees, contractors or agents for fraud, or
by defects in the Product, breach of the obligations implied by section 12 Sale of

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 Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or any other
liability which may not be excluded by law.

17.3 Nothing in this clause or in this agreement shall exclude or limit liability for fraudulent
misrepresentation.

17.4 The parties hereby acknowledge and agree that the limitations contained in this
Clause 17 are reasonable in light of all the circumstances.

18. CONFIDENTIALITY

18.1 In relation to the Customer's Confidential Information:

(a) the Supplier shall treat as confidential all Confidential Information of the Customer
supplied under this agreement. The Supplier shall not divulge any such Confidential
Information to any person except to its own employees and then only to those
employees who need to know the same. The Supplier shall ensure that its employees
are aware of, and comply with, the provisions of this clause 188;
(b) the Supplier may provide any subcontractor with such Customer's Confidential
Information as it needs to know in order to perform its obligations under this
Agreement, provided that such subcontractor has first entered into a written obligation
of confidentiality in terms similar to clause a; and
(c) the foregoing obligations shall remain in full force and effect notwithstanding any
termination of this Agreement.

18.2 In relation to the Supplier's Confidential Information:

(a) the Customer shall treat as confidential all Confidential Information of the Supplier
contained or embodied in the Product or Documentation or otherwise supplied to the
Customer during the performance of this Agreement;
(b) the Customer shall not, without the prior written consent of the Supplier, divulge any
part of the Supplier's Confidential Information to any person other than employees of
the Customer who need to know the same for purposes relating to authorised use of
the Product;
(c) the Customer undertakes to ensure that the persons mentioned in clause b are made
aware, prior to the disclosure of any part of the Supplier's Confidential Information, that
the same is confidential and that they owe a duty of confidence to the Supplier; and
(d) the foregoing obligations as to confidentiality shall remain in full force and effect
notwithstanding any termination of this Agreement.

19. DATA PROTECTION

19.1 Each party shall comply with its respective obligations under the provisions of the Data
Protection Legislation.

19.2 Where Supplier, processes Personal Data as a data processor on behalf of Customer,
Supplier shall:
(a) act only on instructions from Customer as a data controller; and

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(b) comply with Customer’s instructions in relation to the processing of Personal Data as
such instructions are given and varied from time to time by the Customer; and
(c) at all times take appropriate reasonable measures against unauthorised or unlawful
processing of personal data and against unintentional loss or destruction of, or
damage to, Personal Data.

19.3 Where the Supplier receives any access requests in relation to any Personal Data
processed by the Supplier on behalf of the Customer, the Customer agrees to
reimburse Supplier's reasonable costs of complying with such requests.

19.4 The Customer agrees that the Supplier may transfer Personal Data outside of the
European Economic Area from time to time where necessary to fulfil its obligations
under this Agreement and the Customer consents to such transfer (and the Customer
shall procure the consent of any data subjects as applicable) subject to the Customer
complying with its obligations under the Data Protection Legislation in respect of such
transfer.

20. TERM AND TERMINATION

20.1 This Agreement shall be effective from the date of dispatch for delivery of the
Product(s) to the Customer, or if sooner, from the date of acceptance by the Supplier
of an Order Form referencing this agreement.

20.2 This Agreement shall remain in full force and effect for the Loan Period and/or any
Support Service Period and any renewal thereof unless otherwise terminated in
accordance with this Clause 20.

20.3 Either party may terminate this Agreement without cause by giving sixty (60) days’
notice in writing to the other party not to take effect prior to the expiry of (i) where the
Product is loaned to Customer, the Loan Period or any renewed Loan Period; or (ii)
where the Hardware is bought by Customer, expiry of the Support Services Period or
any renewed Support Services Period.

20.4 Either party may terminate this agreement immediately by written notice to the other
party if:
(a) the other party commits a material or persistent breach of any of its obligations under
this agreement and (in the case of a breach capable of being remedied) does not
remedy such breach within 30 days of receiving from the other party written notice of
the breach and a request to remedy the breach; or
(b) any distress or execution is levied on the other party's property or if the other party has
a receiver, administrator, administrative receiver or manager appointed over the whole
or any part of its assets, becomes insolvent, compounds or makes any arrangement
with its creditors, commits any act of bankruptcy, is wound up or goes into liquidation,
or if the other party suffers any analogous proceedings under foreign law.

20.5 The Supplier may terminate this agreement immediately by written notice to the
Customer if there is any change of control of the Customer. For the purposes of this
provision Control means, in relation to a body corporate, the power of a person to

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 secure that the affairs of the body corporate are conducted in accordance with the
wishes of that person (or persons):

(a) by means of the holding of shares, or the possession of voting power, in or in relation to, that
or any other body corporate; or
(b) by virtue of any powers conferred by the constitutional or corporate documents, or any other
document, regulating that or any other body corporate;
and a Change of Control occurs if a person who controls any body corporate ceases to do so or if
another person acquires control of it.

20.6 Any termination of this agreement (however caused) shall not affect any accrued
rights or liabilities of either party, nor shall it affect the coming into force or the
continuance in force of any provision of this agreement which is expressly or by
implication intended to come into or continue in force on or after such termination,
except that the Supplier shall not be liable to the Customer for any loss, claims,
damage, fees, liabilities, costs or expenses, whether direct, indirect, financial,
economic, consequential (including without limitation loss of profit, loss of goodwill,
loss of sale revenue, loss of contract and loss of opportunity) or otherwise, suffered by
Customer as a direct or indirect result of such termination.

20.7 In the event of termination without cause by the Customer, or termination by Supplier
pursuant to Clauses 20.4 or 20.5, the Customer will not be entitled to refund of any
fees, charges or costs. The Customer shall be liable in full for any unpaid fees, costs
and charges on the date of termination including for any unexpired portion of the Loan
Period and/or the Support Services Period.

21. DISPUTE RESOLUTION

21.1 Any dispute which may arise between the parties concerning this agreement shall be
determined as follows:
(a) The party wishing to raise the dispute shall serve notice in writing on the other party;
(b) within two days, a member of the senior management of each party shall meet to
attempt to settle the dispute;
(c) if the respective senior managers of each party are unable to reach a settlement within
seven days from the date of service of the notice, the [managing directors or
equivalent] of each of the parties shall meet within the following seven days to attempt
to settle the dispute; and
(d) if no settlement results from the meeting of the managers of each party, for the
following 28 days the parties shall attempt to settle the dispute by mediation by an
independent mediator, with costs to be shared equally between the parties.

21.2 If no settlement is reached through mediation, the parties or one of the parties may
refer the matter to the English courts and the parties submit to the non-exclusive
jurisdiction of the English courts.

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22. GENERAL

22.1 Assignment. The Customer shall not assign, or grant any security interest over, any
of its rights or obligations under this agreement, or any document referred to in it,
without the prior written consent of the Supplier.

22.2 Force Majeure. Neither party shall be liable for any delay in meeting, or failure to
meet, its obligations under this agreement due to any cause outside its reasonable
control including (without limitation) acts of God, war, riot, malicious acts of damage,
fire, acts of any government authority, failure of the public electricity supply, strike,
lock-out or labour dispute or apprehension thereof (whether or not the settlement of
the matter is at the discretion of the party in question).

22.3 Notices. Any notice given under this agreement shall be in writing and shall be
delivered by hand or sent by pre-paid first-class or fax (provided that a confirmation
copy is sent by first class post no later than 24 hours after the despatch of the fax) to
the address or fax number specified in a valid Order Form, or to such other address as
a party may from time to time notify to the other party. A notice delivered by hand is
deemed to have been served when delivered. A correctly addressed notice sent by
post is deemed to be have been delivered 48 hours after the time of despatch. A
notice sent by fax is deemed to have been delivered on the date of transmission. In
proving the service of the notice, it shall be sufficient to prove:
(a) in the case of a letter, that such letter was properly delivered or stamped, addressed
and placed in the post (as the case may be); and
(b) in the case of a fax, that the same was duly despatched to the current fax number of
the addressee and no indication of non-delivery was received by the sender.

22.4 Waiver. A waiver of any right under this agreement is only effective if it is in writing
and signed by the waiving party, and it applies only to the person to whom the waiver
is addressed and the circumstances for which it is given. Unless specifically provided
otherwise, rights arising under this agreement are cumulative and do not exclude
rights provided by law.

22.5 Severance. If any provision of this agreement (or part of a provision) is found by any
court or administrative body of competent jurisdiction to be invalid, unenforceable or
illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal
provision would be valid, enforceable or legal if some part of it were deleted, the
provision shall apply with whatever modification is necessary to give effect to the
commercial intention of the parties.

22.6 Publicity. The Customer agrees that Supplier may publicise that the Customer is a
customer of Supplier and the Customer agrees to provide Supplier, on Supplier’s
reasonable request, with testimonials, statements for press releases and to participate
in case studies.

22.7 Third Party Rights. This agreement, and the documents referred to in it, are made for
the benefit of the parties to them and their successors and permitted assigns and are
not intended to benefit, or be enforceable by, anyone else.

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22.8 Authority. Each party warrants that it has full capacity and authority, and all necessary
licences, permits and consents to enter into and perform this agreement and that those
signing this agreement are duly authorised to bind the party for whom they sign.

22.9 Entire agreement. The parties agree that this agreement constitutes the complete and
exclusive statement of the agreement between them with respect to the subject matter
of this agreement, which supersedes all proposals, oral or written, and all other
communications between them relating to it.

22.10 Governing law. This agreement and any disputes or claims arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes
or claims) are governed by, and construed in accordance with, the law of England.

This agreement has been entered into on the date stated at the beginning of it.

Customer Supplier
Organisation Specsavers HORSHAM CFS Europe Ltd
Address 57 West ST RH12 1PL 237 Queenstown Rd
Horsham Battersea
SW8 3NP
Name Allan Mc Clean Mark Bray
Position Director Sales Director
Signature

Date 2009 1st December 2009

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 SCHEDULE 1
PRODUCT AND SERVICES ORDER FORM

This Order Form is entered into between Supplier and Customer and is effective on acceptance by the Supplier. This
Order Form is governed by and subject to the Supplier standard General Terms and Conditions and any applicable
services schedules entered into between Supplier and Customer dated       (the “Agreement”).

Products
Product Name Description Qty Start Date Period
CFU Customer Feedback unit 1 ############# 2 years

Services

Full technical and soft support for the 2 years start date 15/12/2009.

Fees and Payment Dates

£105 Installation Fee + £50 a month.

Customer Supplier
Organisation Specsavers CFS Europe Ltd
HORSHAM
Address 57 West ST Horsham 237 Queenstown Rd
RH12 1PL Battersea
SW8 3NP
Name Allan Mc Clean Mark Bray
Position Director Sales Director
Signature

Date XX X 1st December 2009

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