THE TERMS AND CONDITIONS OF BUSINESS OF IMAGINATE CREATIVE LIMITED

Conditions of Business provide guidance regarding specific areas of responsibility and other particulars which might not be outlined in a commercial agreement. Where a commercial agreement is silent with regard to one or more practices, the Conditions of Business areas are used to interpret the understanding of the parties. It should be clearly understood that the Conditions of Business protect both parties in a commercial agreement. It is, therefore, the responsibility and obligation of involved parties to understand their content and meaning. In these Conditions of Business "Imaginate Creative" means Imaginate Creative Limited, registered in England number 04635056.

1. Estimate: (A preliminary projection of cost which is not intended to be binding). Estimates are based upon prevailing wages, the anticipated hours of work and cost of materials and supplies necessary to produce work in accordance with preliminary copy, style and specifications and are not binding upon Imaginate Creative unless a final quotation has been issued based on a final agreed specification of works.

2. Quotation: A quotation is a fixed price for producing a given project. A quotation is firm unless otherwise specified. Quotations are subject to acceptance within 30 days and are based on the cost of labour and materials, labour or other costs prior to acceptance, the right is reserved to change the price quotes with notification to client. Subsequent projects will be subject to price revision if required. Quotations do not include additional sets of alterations over and above agreed or applicable VAT unless otherwise specified.

3. Alterations: Alteration charges are incurred by a client when a change is made to: approved layout, approved manuscript, mechanicals or digital media produced correctly to agreed specification or any new work not within the original specifications.

4. Overtime: Overtime is work performed by Imaginate Creative in excess of the work schedule of the project. Overtime may be charged at the designers prevailing rates for this service.

5. Copyright/Ownership: All creative work such as sketches, illustrations, layouts, designs, icons, logos, code and all source files, creative source files (including all produced in Adobe programmes) etc. produced on paper, electronically or any other medium, are protected from the moment they are created under copyright law. Unless Imaginate Creative Ltd transfers ownership rights in writing to a client, then all creative work remains the property of Imaginate Creative. There can be no unauthorised use of Imaginate Creative's work without prior authorisation in writing from Imaginate Creative Ltd . Purchase orders issued after the completion of creative work, claiming the clients ownership of creative work, are not valid unless agreed upon by both parties. Commissioning of work by a client, and the subsequent use of that commissioned piece of work by the client for the soul use commissioned for, does not automatically grant ownership of Imaginate’s source files or ownership of copyright.

6. Experimental Work: Experimental or preliminary work performed at the client's request will be charged at current rates and may not be used by the client until Imaginate Creative has been reimbursed in full for the work performed. All experimental work performed by Imaginate Creative without authorisation of the client is not chargeable but may not be used by the client in full or part unless agreed by Imaginate Creative Ltd in writing.

7. Condition Of Copy: If original copy, electronic or manuscript, furnished by the client to Imaginate Creative differs from that which has been originally described and consequently quoted, the original quotation shall be amended or a new quotation will be issued.

8. Production Schedules: Production schedules will be established and adhered to by the client and Imaginate Creative, providing that neither shall incur any liability or penalty for delays due to state of war, riot, civil disorder, fire, labour troubles, strikes, accidents, energy failure, equipment breakdown, delays of suppliers or carriers, action of government or civil authority and acts of God or other causes beyond the control of client or Imaginate Creative. Where production schedules are not adhered to by the client, final delivery date(s) will be subject to renegotiation.

9. Client's Property: Imaginate Creative's liability for Client's property shall not exceed the amount recoverable from their insurance. Client's property of extraordinary value shall not be specially protected, unless the client identifies the property as requiring extraordinary coverage and pays an insurance premium to cover the cost of damage.

10. Outright Purchase vs. Reproduction Rights: Outright purchase terms, if required, should be established at the time of purchase in writing and will carry an additional fee. Outright purchase gives the customer physical possession of the working assets, artwork, electronic files, while reproduction rights and related copyright interests for 3rd party require the return of the original to the artist. Outright purchase does not give to the buyer commercial or private reproduction rights or any other copyright interests unless so stipulated in the purchase agreement. The matter of first reproduction rights with subsequent reproduction rights subject to additional compensation should be clearly understood at the time of purchase.

11. Re-use and Extended Use of Artwork, Electronic Media: Artwork, or digital code purchased for a specific use cannot be re-used or adapted for other purposes than originally planned without additional compensation to Imaginate Creative. If this possibility exists at the time of purchase, it should be so stated and the price adjusted accordingly. If re-use or adaptation occurs after purchase and the client has not acquired the copyright, the client should negotiate reasonable additional compensation with Imaginate Creative. Whenever adaptation requires the services of Imaginate Creative, and Imaginate Creative has performed to the client's satisfaction, Imaginate Creative should be given the opportunity to revise Imaginate Creative's own work.

12. Procurement: Any service or goods procured by Imaginate Creative on behalf of a client or clients project, such as translation, printing, photography, etc, will be subject to a 15% procurement fee. This fee is a management and handling fee only and unless otherwise agreed, does not include any professional or management fees.

13. Terms: By requesting work either verbally, in writing or by purchase order, the client agrees to Imaginate Creative's terms of payment. Payment shall be in conformance with the quotation or invoice unless otherwise specified in writing. Disputes over invoices must be made by the client in writing within a period of seven (7) days after the client's receipt of the invoice. Failure to make a claim within the stated period shall constitute acceptance and an admission that the client agrees with the invoice submitted. If only a portion of the invoice is in dispute, it is the client's responsibility to pay that portion within the terms of the invoice which is not in dispute. Interest at 8% per month will be charged on overdue accounts from the date of invoice until payment (part of the month being treated as a full month for the purpose of calculating interest). If a customer fails to make any payment on the due date then Imaginate Creative shall be entitled to cancel the contract and suspend any further deliveries to the customer.

14. Liability: Imaginate Creative is only liable for the correction of Imaginate Creative's errors made during the design production process. The ultimate proofing and testing prior to printing or setting of a website to live, is always the client's responsibility unless Imaginate Creative accepts this responsibility in written agreement. In any instance, Imaginate Creative will not be liable for more than Imaginate Creative's design and mechanical costs of a job in dispute.

15. Indemnification: The client shall indemnify and hold harmless Imaginate Creative from any and all losses, costs, expenses, and damages (including court costs and lawyers fees) on account of any and all manner of claims, demands, actions, and proceedings that may be instituted against Imaginate Creative on grounds alleging that Imaginate Creative unknowingly violated any copyright or any proprietary right of another. Any materials such as photographs, photostats, drawings, paintings, maps, diagrams, digital content, etc. furnished by the client to Imaginate Creative should not infringe on the copyright or proprietary right of any third party. Imaginate Creative is indemnified against any liability due to the client's failure to obtain correct usage rights and those materials. Any false statements knowingly or unknowingly given to Imaginate Creative, by the client, to be used as factual information to promote a product or service shall remain the client's sole responsibility for substantiation and all other purposes.

16. Print Management/Press Inspections: If Imaginate Creative performs a press inspection for a client, the client's responsibility for proofing remains in effect. If the client has signed a digital proof, Imaginate Creative is not responsible for any errors reflected in the approved proof. If Imaginate Creative approves colour on a press proof or any other colour proof, Imaginate Creative is only responsible for approving colour acceptable by industry standards. The printer is responsible for ensuring that the subsequent press run matches the colour within acceptable standards of the proof approved by Imaginate Creative.

17. Insolvency: If the Client fails to make payment in accordance with clause 13 above or ceases to pay its debt in the ordinary course of business or can not pay its debts as they become due, or being a company is deemed to be unable to pay it's debts, or has a winding up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him Imaginate Creative without prejudice to other remedies shall:-

(i) Have the right to proceed no further with the contract or any other work for the Client and shall be entitled to charge for work already carried out (whether completed or not) and materials purchased from a buyer such charge to be an immediate debt due to Imaginate Creative and

(ii) In respect of all unpaid debts due from the buyer have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as Imaginate Creative thinks fit and to apply the proceeds towards such debts.

18. Assignment and Sub-contracting: Imaginate Creative will be entitled to assign, sub-contract, or sub-let the contract or any part thereof without the client's consent.

19. General:

(i) Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that party at its registered office or principle place of business or such other address which may at the relevant time have been notified pursuant to this provision to the party giving the notice.

(ii) No waiver by Imaginate Creative of any breach of the contract by the client shall be considered as a waiver of any subsequent breach of the same or any other provision.

(iii) If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

(iv) The contract shall be governed by the Laws of England.