Terms and Conditions: This document sets out the terms and conditions between us in relation to the provision of web site and/or other design services and/or software. It applies in place of any earlier agreement or understanding between us and supersedes prior correspondence. You signify your agreement to these terms by signing this document. This agreement is between Netcom Design Limited whose registered office is at Camkyl, Church Street, Tempsford, Bedfordshire, SG19 2AN (Company Registration Number 5632352) and the customer named on the Purchase Order.

1. Services

1.1 The services we shall provide to you and the prices to be paid for such work are set out on the Purchase Order. Where alterations to the services to be provided are proposed by you or us during the course of the work these shall be agreed by us both in writing before the work proceeds.

1.2 All charges for the provision of the services are exclusive of any Value Added Tax, for which you will be additionally liable at the prevailing rate from time to time.

1.3 We will unless otherwise agreed be entitled to invoice you at any time before, during or at the conclusion of the whole or any part of the provision of the services, or at other times agreed with you.

1.4 You agree that you will pay our charges and any additional sums payable (together with any applicable Value Added Tax, and without any set-off or other deduction) within 30 days of the date of our invoice (unless otherwise agreed by us).

1.5 If you do not make payment on the date this is due, we will be entitled, without limiting any other rights that we may have:-

1.5.1 to charge interest on the outstanding amount (both before and after any judgment) at the rate of 5% above the base rate of Barclays Bank plc from time to time per month from the date the payment became due until the outstanding amount is paid in full.

1.5.2 to cancel this agreement or suspend any further provision of the services under this agreement or any other services that we may be providing to you.

1.6 In addition to the prices/fees set out on the Purchase Order you will also pay our reasonable out of pocket expenses, including, without limitation, our travel expenses to your premises, where visits are necessary, purchase of consumables, such as diskettes and telephone charges and add any other expenses to be paid.

1.7 We will use our reasonable endeavours to abide by dates agreed for delivery of material to you, but time shall not be of the essence. You agree to supply material, and all necessary data or other information you are to provide to us in order for us to perform our work under this agreement (where relevant) at least a month in advance of the delivery date and we will not be liable where failure to deliver is caused by your delay. You agree to at your own expense retain duplicate copies of all material data and information supplied and insure against its accidental loss or damage. We shall have no liability for any such loss or damage, however caused.

1.8 We will not be responsible for any delay or failure to deliver material under this Agreement caused by circumstances beyond our control, such as Acts of God, fire, strikes, failure of subcontractors or suppliers to supply material required. Where such delay occurs our obligations under this Agreement shall be suspended for the period of such delay.

1.9 Where you do not confirm in writing acceptance of the Supplies within 14 days of delivery to you the Supplies is deemed accepted by you at the earlier of the expiry of such 14 day period or your first live use. Where the Supplies are rejected by you, whether in whole or in part, we shall endeavour to correct the Supplies to ensure compliance with this agreement.

1.10 ‘Supplies’ means all data, information, programs and other materials of software, which we provide to you, but does not include material, which we obtained from you.

2. Intellectual Property Rights

2.1 We warrant that to the best of our knowledge and belief the Supplies are original to us, however we cannot be, and are not, responsible for compliance of the Supplies with laws of all jurisdictions of the world to which users of any relevant web site have access. It is your responsibility to satisfy yourself of such compliance.

2.2 We grant you a non exclusive licence of the intellectual property rights, including, without limitation, copyright and related rights anywhere in the world, in the Supplies for the duration of this Agreement for the purposes of use on your web site or otherwise as agreed in writing from the date of your acceptance of the Supplies. For the avoidance of doubt, where you wish to use the Supplies in any other form (such as on a CD) than that set out in this agreement you must agree terms with us in advance and make payments to be agreed between us. We reserve the right to veto any use outside the scope of this licence.

2.3 We assert our moral rights in the Supplies and you confirm that you shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Supplies without our prior written consent.

2.4 You shall ensure that any copyright notice of ours shall not be removed or obscured on the Supplies.

2.5 Where you are licensed with computer software under this Agreement such licence shall be of object code version of the software only and you shall not reverse engineer or decompile such software save as permitted under EU directive 91/250.

2.6 Intellectual property rights in any authorised improvements to the Supplies made by you shall be licensed to us on an exclusive basis, where such improvements are non-severable from the Supplies and on a non-exclusive basis for severable improvements. You will keep us informed of such improvements.

2.7 Where we supply Supplies to you on disk we retain ownership of the disk and no hire of the disk shall occur.

2.8 The termination of this Agreement shall not affect the provisions of this Clause, which shall continue thereafter.

3. Warranties

3.1 We confirm that to the best of our knowledge and belief at the date of supply to us that the Supplies is not obscene, blasphemous or defamatory and does not infringe any English law or regulation and does not adversely reflect on your public perception or image.

3.2 You agree that to the best of your knowledge and belief any material provided by you for the web site or other work to be undertaken by us under this agreement is not obscene, blasphemous or defamatory and does not infringe any English law or regulation and does not adversely reflect on our public perception or image.

4. Indemnity and Limitation of Liability

4.1 We agree that until such time as the Supplies is delivered to you and approved by you, we will indemnify you against all damages awarded by a court in England and Wales incurred by you as a result of breach of clauses 4 and 5 by us.

4.2 You agree that you shall indemnify us against all claims, demands, losses, damage, costs or expenses incurred by us as a result of breach by you of any provision of this Agreement, law or regulation and as a result of any third party legal action or threatened action in relation to material which you have supplied to us or incorporated with the Supplies or through our involvement with you under this agreement.

4.3 Save as provided above, you agree our liability for breach of this Agreement or any other liability of us to you shall be limited to the annual total value of the contract and that all implied terms, conditions or other legal provisions are hereby excluded; save that neither party shall exclude or limit it’s liability to the other for death or personal injury caused by negligence. We agree that the exclusion and limitation of liability in this clause is reasonable reflects the respective financial positions of the parties and that the price agreed reflects the position on liability. In no event shall we be liable to you for indirect, financial, consequential loss, loss of profit, revenue or goodwill.

4.4 The termination of this Agreement shall not affect the provisions of this clause, which shall continue thereafter.

5. Confidential Information

5.1 Any information about us or you or about our products or your products or financial or business information shall be treated as confidential, used only for the purpose of performance of obligations under this Agreement, without limit as to time. Provided that information in the public domain otherwise than through the default of the other party shall not be deemed confidential under this clause.

5.2 The termination of this agreement will not affect this clause.

5.3 We shall be entitled to make reference to our relationship. With you in our publicity material.

5.4 Where you have signed a confidentiality agreement with us this shall continue without limit as to time in addition to the provisions in this clause.

6. Your Obligations

6.1 You undertake to supply material and other resources to us promptly as agreed between us.

7. Termination

7.1 This Agreement shall continue until either performance of the work contracted for as set out in the Purchase Order, or where an on-going work commitment is signed may be terminated on three month’s notice from one of us to the other given at any time to expire on the anniversary of signature of this Agreement or any subsequent anniversary of such date save as provided below.

7.2 Where one party is in breach of this agreement the other may serve written notice to terminate the agreement forthwith, save that where the breach can be remedied 30 days notice to remedy shall first be given and where remedied such termination will not take effect.

7.3 Either party may terminate this agreement forthwith by written notice where the other goes into liquidation or is declared bankrupt or otherwise is unable to pay it’s debts as they fall due.

7.4 On termination by you for breach or bankruptcy we shall send to you in accordance with your reasonable directions any material relating to the web site (where relevant) then in our possession or control and the licence to use the Supplies shall continue without limit as to time. On termination by us or by you on three month’s notice as provided above all your rights to use the supplies shall cease and you shall retain no copies thereof.

8. General

8.1 No variation of this agreement will be valid unless agreed in writing by us both.

8.2 You may not assign this agreement without our prior written consent. The licences granted under this agreement are personal to you and only for the purposes and/or media set out in this agreement. Further licences, uses and other matters not licensed under this agreement shall only be granted where we so consent and usually on payment of additional licence fees.

8.3 This agreement sets out the entire agreement between us save for any confidentiality agreement between us or other documents referred to in the Purchase Order.

8.4 All representations, warranties or other assurances made by or on behalf of us to you other than as set out in this Agreement do not form part of this Agreement nor shall they be legally enforceable or actionable.

8.5 If any provision of this agreement is found to be invalid or unenforceable, such as invalidity or unenforceability shall not affect the other provisions of this agreement. All of which shall remain in full force and effect.

8.6 No forbearance or delay by us in enforcing rights under this agreement will prejudice or restrict rights and no waiver of any breach of such rights or waiver of the rights will be deemed to be a waiver of any other right or of any later breach.

8.7 Nothing in this agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of partnership and agent or employer and employee.

8.8 All notices shall be in writing and sent to the address of the recipient set out above or such other address as the recipient may designate by notice given in accordance with this provision. Any notice may be delivered personally by a first class prepaid letter or facsimile transmission (confirmed by first class post) and shall be facsimile transmission (confirmed by first class post) and shall be deemed to have been served if by personal delivery when delivered, if by first class post 48 hours after posting and if by facsimile transmission when dispatched (with successful transmission report).

8.9 This agreement shall be governed by English law and we both submit to the non-exclusive jurisdiction of the English courts in relation to any dispute under this agreement.