1. Interpretation

1.1) In this agreement the following meanings shall apply "We" and "us" means D&M Creative Limited; "You" means the customer / supplier. We make the Contract with and includes any person who we reasonably believe is acting with the customer's authority or knowledge; The singular includes the plural and vice versa. "Accounts" means your Main Account and/or your Sub Accounts; "Content" means information, software, photos, video, graphics, music, sound and other material appearing on or available through the Service including the Users' Material; "Contract" means the agreement between us and you for the provision of the Services incorporating the Terms; "Main Account" means the facility extended under this Contract allowing you an individual right of access to the Service; "Service" means any service/material provided by us, including the on-line information, entertainment, transaction service, communication, design, marketing and public relations; "Terms" means these terms and conditions; and "Users' Material" means any material appearing on the Service which has originated from you. 1.2) Agreements These Terms or the agreed quotation or specification set out the entire agreement between you and us for the provision of the Service. To the extent there is any conflict or inconsistency between them these Terms shall prevail. 1.3) Cancellation We may cancel a project at any time without reason and invoice you for all the time spent at the project rate. You may by giving prior written notice cancel the project, in such event D&M Creative Limited reserves the right to charge a cancellation fee based on a rate of 50% of the project. 1.4) Project rate Unless otherwise stated the project rate will be £65 + VAT per hour. 1.5) Delivery We will have completed the delivery of all necessary files / images or other materials in accordance with our professional judgment irrespective of specifications. Unless otherwise stated: Up to 2 concepts to be provided and 2 sets of Author’s corrections allowed for in any quote, all additional work will be charged at the project rate. Unless otherwise stated: Web sites to be compatible with current Internet Explorer 4th generation browsers on a Windows PC running Windows 98 viewed at a resolution of 800 by 600 pixels only, all additional work will be charged at the project rate. Unless otherwise stated: software bugs / defects will be fixed free of charge for 10 days from the date it is supplied or the date of the invoice which ever is the shorter period 1.6) Interim payment After 6 weeks into the project from the date of approval of this proposal, we reserve the right to deliver an interim bill for work to date on a time rate basis of £75+VAT per hour; and also thereafter at 4 week intervals. Payment Terms 1.7) Invoicing and terms of payment We reserve the right to in increase our charging rates annually. All sums invoiced become payable within 30 days of the invoice date. We reserve the right to suspend service immediately upon payment being withheld. Failure to pay on the due date: If you fail to pay by the due date a 7% monthly interest charge may be added up to and including the date of settlement in full. You will be informed of this on invoices as they arrive. 1.8) Additional Charges and Expenses Additional charges will be made for all services performed by us, at the specific request of you, outside of the terms of the contract. These services, when performed on-site, will attract additional charges. 1.9) Working day / week We will determine the working day of our staff. 1.10) Expenses We shall be entitled to claim all expenses we determine reasonable, including 1st class travel costs £45 per day meal allowance and 3 star hotel accommodation. 1.11) Time sheets We shall determine the necessary time sheets required. 1.12) Access We shall be given access to all your data, materials, facilities and systems we determine necessary for the completion of our tasks. 1.13) Health and safety You will be responsible for ensuring D&M Creative Limited staff are aware of relevant health and safety law in your premises. 1.14) Backup You will be solely responsible for ensuring backup of your data. 1.15) Confidentiality You should not disclose any contractual or operational techniques of D&M Creative Limited to any third party; and should treat the information with, at least, the same degree of care as it would preserve your own confidential information; and should only disclose the information to those of your employees who have a need to know and shall ensure that such employees are under a similar obligation of confidentiality. You shall not use D&M Creative Limited name or details or that of any of its personnel or associates in any publicity or disclose them to third parties without our express written consent. D&M Creative Limited reserve the right to charge £5000 or more for each breach. 1.16) Intellectual Property Rights All concepts, techniques, code, processes and procedures developed by us shall remain the property of D&M Creative Limited and no transfer of ownership is granted or implied. On termination of the contract, we reserve the right for all concepts, techniques, code, processes and procedures to be returned to us. You will treat all concepts, techniques, code, processes and procedures furnished by us as commercially confidential material. 1.17) Non-Solicitation You shall not seek to recruit or retain the services of clients / suppliers/ employees or contractors of D&M Creative Limited without the express written permission of us, unless and until the clients / suppliers/ employee or contractor has ceased to be employed by that party for a minimum of twelve (12) months. Breach of this clause will render you liable to pay the sum of £100,000 or 50% of one year’s gross invoices from D&M Creative Limited’s clients or the employers salary to be determined by D&M Creative Limited. 1.18) Liability and Insurance We shall not be liable for any indirect or consequential loss, or loss of goodwill arising from any negligent act or omission, breach of trust (unless exclusion of liability for such is prohibited by law or statute), or breach of contract. Liability in any event shall be limited to £10,000. You will be liable and responsible for insuring both us and you at all times. Responsibility for the use of material, images, programmes and text, whether provided by us or you, lies with you and D&M Creative Limited accepts no liability for any consequential loss for the use of the information mentioned. 1.19) subcontracting We may subcontract all or part of any work to be undertaken and you shall accept this. 1.20 Severability In the event that any or any part of these Terms and Conditions shall be determined invalid, unlawful or unenforceable to any extent such term, condition or provision shall be severed from the remaining Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law. 1.21 Proofs (a) When Proofs of work are submitted for the customer's approval, once approved we shall not be liable for any errors not corrected by the customer. Customers' alterations and additional proofs necessitated thereby shall be charged extra. Work incurred, when the customer makes changes after style or layout have been left to the discretion of us, will also be charged. (b) When the customer passes responsibility for proofing to us, we shall not be liable for any errors or omissions. (c) You will indemnify us from any costs / liability incurred by us while acting for you in handling / ordering selecting materials for you whether or not the errors are due to our or our subcontractors work. 1.22) Preliminary Work All work carried out at the customer's request whether experimental or not may be charged. 1.23) Tax When the work is liable for VAT we reserve the right to charge VAT whether VAT was included in the estimate or not. 1.24) Risk All property supplied to us by or on behalf of you shall be at your risk whilst in the possession of D&M Creative Limited or in transit and the customer shall be responsible for maintaining any necessary insurances. 1.25) Storage D&M Creative Limited shall be entitled to charge for storage of customers' property before receipt of the order or after notification of completion of the work. 1.26) A charge may be made when delivery is requested. 1.27) Customers are expected to collect work within ten working days of being informed that work is ready for collection. 1.28) When work is not collected within ten working days of notice being given that it is ready for collection, the balance due will be treated as late payment 1.29) Claims (a) Any complaint about the quality of work or quantities delivered must be made in writing within seven working days of delivery. (b) Complaints of non-delivery must be made within seven working days of notice of delivery

2) Provision of Hosting service

2.1) We agree to provide you with the Service in accordance with the terms and conditions of the Contract. Where hosting is outsourced we do not accept responsibility for the service provided. 2.2) We cannot guarantee that the Service will never be faulty 2.3) We may temporarily suspend the whole or any part of the Service for any reason at our sole discretion. 2.4) We may vary the technical specification of the Service from time to time.

3) Security

3.1) In order to register for the Service and set up a Main Account you must be, and you represent and warrant that you are, at least 18 years of age 3.2) You are responsible for ensuring that no unauthorised access is obtained to the Service. You will be entirely liable for all activities conducted and charges incurred, whether authorised by you or not. 3.3) In order to access the Service you will be required to create both a unique security word and password as well as a user name which will also form part of your e-mail address ("Passwords"). You will select your own security word and passwords and for each of your Sub-Account holder. We will suggest appropriate usernames for you and, although you may prefer to select alternative user names, we reserve the right at our sole discretion whether or not to issue any username to you. You are responsible for the security and proper use of all these Passwords and must take all necessary steps to ensure that all these Passwords are kept confidential, used properly and not disclosed to unauthorised people. 3.4) You must inform us immediately if you have any reason to believe that any Password has become known to someone not authorised to use it or if any Password is being or is likely to be used in an unauthorised way. 3.5) If we have reason to believe that there is likely to be a breach of security or misuse of the Service we may change any or all of your Passwords immediately and will notify you accordingly.

4) Use of data

4.1) The information you provide to us will be stored on computer. We may use personal information about you to build up a profile of your interests and preferences. If requested, information which we collect about you may be disclosed to other group companies or carefully selected third parties and/or used to make you aware of products or services which you may find of interest. 4.2) You acknowledge that personal information disclosed by you on Forums or Chat areas is disclosed at your own risk and may be used by others. This may result in you receiving unsolicited messages from other parties.

5.Use of the service

5.1) The Service enables access to Content which may be protected by copyright, trade mark and any other relevant proprietary (including intellectual property) rights ("Rights"). You shall use the Service and the Content for private and personal use only and not for any commercial purposes, except that you may use the web site hosting part of the Service for commercial purposes ("Approved Use") and comply with all other instructions regarding use of the Service and the Content. Unless otherwise allowed by specific provisions for particular parts of the Content you shall not permit anyone else to, copy, store, modify, transmit, distribute, broadcast, or publish any part of the Content other than when this is reasonably necessary for the normal delivery of the Service or for Approved Use of the Content in accordance with the terms of the Contract. 5.2) You are solely responsible for evaluating the accuracy and completeness of any Content and the value and integrity of goods and services offered by third parties over the Service. We will not be a party to or in any way responsible for any transaction concerning third party goods and services. 5.3) We do not engage in the screening of Users' Material. We reserve the right but shall be under no obligation to, remove any Users' Material at any time at our sole discretion in particular, but not limited to, any material which is offensive or unlawful and we reserve the right to terminate this Contract in the event that such material in placed on the Service by you. 5.4) The Service is designed to be informative useful and entertaining, and we encourage use of the Service for communication and debate which is stimulating, open and lively. We cannot and shall not be held liable or otherwise responsible for the content of the FORUMs and CHAT areas. By entering these areas, you accept that we shall not be liable or otherwise responsible, and agree to waive any claims against us for any distress, injury, loss, liability, damage and expense arising from or in connection with your use of these areas or their contents and you will indemnify us against any claims arising from your use of these areas or any content of the areas which is posted or created by you. 5.5) You agree to use the Service for lawful purposes only, and in a manner which does not infringe the Rights of, or restrict or inhibit use or enjoyment of the Service by any other persons. The Service must not be used: Fraudulently or in connection with a criminal offence; To impersonate others or in a manner which conceals identity; To send, receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, in breach of any Rights or otherwise unlawful; To send chain e-mails for whatever purpose (spamming); To post binary attachments such as sound clips, video clips or images to bodies not equipped for receiving them i.e non-binary newsgroups; To cause annoyance, offence, inconvenience or needless anxiety; To send [unsolicited] commercial advertising or promotional material; To disrupt or prevent the functioning of other's use of the Service; or Post computer viruses or engage in computer misuse 5.6) When Users' Material is submitted to the Service by you, you automatically grant (and warrant that you are authorised and entitled to grant) to us and to all other users of the Service a royalty free, irrevocable, non-exclusive, worldwide licence to do such acts as the proprietor of the Rights in the Users' Material may do. 5.7) If anyone uses your Site with or without your knowledge or approval in contravention of any of paragraphs 5.1) or 5.5) We can treat that contravention as a breach by you of the Contract for the purposes of paragraphs 5.9 or 8. 5.8) You must tell us immediately if anyone makes or threatens to make any claim or issue legal proceedings against you relating to your use of the Service or the Content and you will, at our request, immediately stop the act or acts complained of. If we ask you to, you must confirm the details of the claim(s) in writing. 5.9) We may at our complete discretion suspend the Service immediately without notice if we believe that there has been a contravention of any of paragraphs 5.1) or 5.5) we will not restore it until we receive an acceptable assurance from you that there will be no further contravention. 5.10) You warrant that you will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which relate to the provision of the Service or the Content which apply to you or of which we inform you.

6) Non-use of the service

6.1) We reserve the right to permanently delete any e-mails which remain unread for a period of 60 days or more. We will endeavour to inform you of this before the deletion however do not guarantee that this is the case.

7) Internet

7.1) The Service may enables access to the Internet, which is independent of the Service and us. Your use of the Internet is solely at your own risk and subject to all applicable national and international laws and regulations. We have no responsibility for any information or service obtained by you on the Internet or for any delay or inability to access any part of the Internet at any time. However, all the provisions relating to your use of the Service in paragraph 5 above shall apply to your use of the Internet through the Service. 7.2) Any Web pages, or other material that may be accessed by the Internet that we agree to host for you will be treated as Users' Material. We reserve the right to make the hosting of material subject to additional conditions. We currently restrict the maximum space allowed to 10Mb, prohibit the use of Web-cams or similar equipment and require you to comply with any content rating scheme which we may apply to hosted material, further details of which will be provided to you. Any breach of these provisions will allow us to suspend or terminate the hosting services immediately without notice.

8) If you break this contract

8.1) In addition to anything else we can do, we can suspend the provision of the Service to you or end this Contract (or both) immediately without notice at our discretion. 8.2) If we delay in acting upon a breach of this Contract by you, then delay will not be regarded as a waiver of the breach. If we do waive a breach of this Contract by you, that waiver is limited to that particular breach.

9) Ending the contract

In addition to our right to terminate immediately without notice under paragraph 8 above we may at any time terminate this Contract immediately.

10.Liability

10.1) In performing any obligation under this Contract, our duty is only to exercise reasonable care and skill of a non-competent service provider. 10.2) We do not limit or exclude our liability for death or personal injury caused by our negligence or any other liability the limitation or exclusion of which is prohibited by law. 10.3) Subject to paragraph 10.2 we exclude liability whether in contract, tort (including liability for negligence) or otherwise for the accuracy, suitability, quality or completeness of any Content and the value and integrity of goods and services offered by third parties over the Service. You acknowledge that we have no control over, and we exclude all liability for, the Users' Material or any material on the Internet which can be accessed by using the Service. 10.4) Subject to paragraph 10.2 we exclude all liability whether in contract, tort (including liability for negligence) or otherwise for the acts or omissions of other providers of telecommunication services or for faults in or failures of their apparatus. 10.5) Subject to paragraph 10.2 we accept no liability for loss whether direct or indirect of business revenue or profits, anticipated savings or wasted expenditure, corruption or destruction or data or for any indirect or consequential loss whatever.

11) Indemnity

You agree to indemnify us against any claims or legal proceedings arising from any use by you of the Service under this Contract (including but not limited to claims in respect of defamation, breach of copyright or other intellectual property right infringement) which are brought or threatened against us by another person.

12) Variation of terms and conditions

We may modify the Contract at any time, such modifications becoming effective immediately upon either posting of the modified Contract on the Service or notification to you. By continuing to use the Service following any such modification you will be deemed to accept such modification.

13.Matters beyond our reasonable control.
If we cannot do what we have promised in the Contract because of something beyond our reasonable control such as technical failure, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind (including those involving our employees), we will not be liable for this.

14) Giving notice

Notices given under the Contract may be given by us to you on-line through the Service or in writing or by phone and by you in writing. 14.1) All elements of this contract are legally binding unless otherwise stated in writing by D&M Creative Limited Ltd.

15) Law / Jurisdiction

This Contract is governed by English Law and you and we submit to the exclusive jurisdiction of the English courts.