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These Terms and Conditions are effective from 12

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					AXIA TERMS AND CONDITIONS OF TRADE WITH PARTICIPATING CREDIT UNIONS

Terms and Conditions of Trade This document (the " Terms & Conditions”) forms the agreement between Axia I.T Solutions Limited “Axia” & you, the Participating Credit Union. The Agreement is a binding document and each Participating Credit Union should ensure that they understand it. Any variations to the Agreement must be documented in writing. Definitions Conditions: this document; Member : an individual credit union member who buys or agrees to buy Products &/or Services from Axia for private use; Participating Member: a member who has been approved by their participating Credit Union to participate in the HCI Scheme Participating Credit Union: an individual credit union who is a member of or affiliated to the Irish League of Credit Unions and who has agreed to participate in the Axia HCI Scheme. HCI Scheme: Home Computing Initiative Scheme. Axia: Axia I.T. Solutions Limited the company appointed by the Irish League of Credit Unions to manage the HCI Scheme; Description: a document and/or a Brochure forming part of the Agreement which describes a Product or Service that Customers may purchase from Axia; Order: request by a participating Member to purchase Product or Services from Axia; Order Confirmation: Processing by Axia of the participating member’s Order; Price: the total charge for Products &/or Services payable by the participating Member to Axia; Products: an individual good (including Software) as described in any current document published by Axia physically &/or on its internet site, or in any Order Confirmation & which participating member buys or agrees to buy from Axia or its nominated agents Services: service & support carried out by or for Axia in accordance with our Service Offering; Quotations/Orders Each Participating Credit Union agrees to make available to its members a Brochure to be prepared by Axia which outlines all the products and pricing available to each member who wishes to participate in the Credit Union/HCI Scheme. All Orders received from participating members for Products &/or Services shall be regarded as an offer by the participating member to purchase Products &/or Services from Axia. All members’ orders are subject to prior approval by you, the participating Credit Union. Each participating Credit Union will ensure that this approval is advised to Axia.This advice can be communicated to Axia by either sending through the member’s order marked with your approval as a participating Credit Union or by you entering the approved order directly on the secure Axia On-line system. Where you use the secure Axia On-line System to process a member’s Order, you fully accept that by entering this order on this secure System you have approved the member’s order and Axia can process the same. Axia accepts all participating members approved offers to purchase under this Agreement & makes a binding Agreement with the member by processing the member’s offer. The member’s Order is binding when accepted by Axia except where there is a discrepancy between the participating member’s order and what Axia process. Price and Payment The Price that the participating member has to pay will be shown on Axia's brochures and order forms and on the Axia web site and will be stated on all invoices issued to the participating member by Axia. You, the participating Credit Unions agree to act as an agent for payment on behalf of your participating members and will forward payment on behalf of your participating member, directly to Axia’s nominated Escrow Account(s). Axia hereby guarantees you, the participating Credit Union that no funds in respect of any participating member’s order will be withdrawn from Axia’s nominated Escrow Account(s) until the participating member in question has had their order fulfilled. Axia will also make reports available to you detailing a complete breakdown of all the transactions on the Escrow Account(s) in respect of all your participating members. Any funds lodged by you into the nominated Escrow Account(s) in respect of unfulfilled orders will be directly returned to you, the Credit Union, upon request. You, the participating Credit Union hereby agree and confirm and guarantee that you will transfer or deposit the full amount stated on the participating member’s order to Axia once you have approved the said member’s order for the value or price set out in the member’s order and received the full amount from the participating member. You also guarantee that this amount shall be paid by you into the nominated escrow account(s) as directed by Axia to you at the start of the Scheme, within 24 hours of you approving the member’s order and receiving the full amount from the participating member. Receipt of the full amount referred to herein shall be constituted by either the participating member’s order and loan application under this HCI Scheme being approved and paid out by a participating Credit Union or by a participating member providing the relevant funds directly to the participating Credit Union in respect of his order. You also agree to

send to Axia details of all lodgments made by you directly into the Escrow Account(s). Axia reserve the right to suspend delivery of Product or Service until full payment is received. If Axia has delivered Product &/or Services & the Product &/or Services remain neither paid for nor made available for collection when reasonably requested then Axia may recover the outstanding payment &/or Product & the recovery costs are to be paid by the participating member. Frustration/Circumstances beyond the Parties' control Neither party is responsible for non-performance in case of circumstances beyond its reasonable control ("Force Majeure") including without limitation, strikes by non Axia employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply Axia. If the Force Majeure event lasts longer than 60 days then Axia shall have the right to terminate the Agreement by providing notice in writing to the participating Credit Union & returning all sums paid by Credit Union on behalf of their member under the Agreement. No compensation to the participating member will then be due in these circumstances. Data Protection Any Personal data relating to your members obtained by Axia from you shall be held & processed in accordance with all applicable laws and with Axia's Privacy Policy. Axia may share such personal data with other Axia entities, agents, or subcontractors performing services for Axia. in which case Axia will ensure adequate protection to safeguard personal data. For a copy of Axia's Privacy Policy, please visit Axia’s website or contact: Axia Data Protection Officer, Confidentiality Each party must treat all information received from the other which appears to be confidential as it would treat its own confidential information generally, but at least, with no less than a reasonable degree of care. Termination Either party may terminate this Agreement if the other commits a material or persistent breach of these Conditions & fails to remedy such breach within 30 days of written notice being given to it by the other part requiring a remedy. Axia may terminate this Agreement with immediate written notice if the participating Credit Union fails, without good reason, to pay on time. 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 Axia of an obligation to complete the delivery of any Product that has been ordered and fully paid for by a participating member prior to that member becoming insolvent or bankrupt. Law & Jurisdiction This Agreement is to be interpreted in accordance with Irish Law and is subject to the exclusive jurisdiction of the Irish Courts.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.

I confirm that I am a duly authorized person by the participating Credit Union to accept Axia’s Terms and Conditions of Trade as set out above and confirm that I have read the same and agree to be bound by same. I also accept that the said Axia Terms and Conditions of Trade constitute a binding agreement/contract between our Credit Union and Axia I.T. Solutions Limited. Signed: ________________________

On Behalf of (Credit Union name)____________________________________

Position of Signatory_______________________________________________


				
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