GENERAL TERMS AND CONDITIONS OF BUSINESS OF SEVEN DESIGN ASSOCIATES

(INCLUDING SEVEN DIGITAL ASSOCIATES AND SEVEN PRINT ASSOCIATES)

1. DEFINITIONS & INTERPRETATION

In these Terms of Business:

“Agreement” means the agreement between the Designer and the Client for the preparation of the Artwork and other agreed services and includes the Form of Agreement and these Terms of Business and the attached Schedule.

“Artwork" means the design and material (by way of intermediate or finished product) described in the Schedule which will be prepared by the Designer for delivery to the Client.

“Printwork” means all goods (by way of intermediate or finished product) supplied by the Designer to the Client.

“Digital Media” means all services (by way of intermediate or finished product) supplied by the Designer to the Client for the purposes of Internet based marketing.

“Client” means the person identified as the Client in the Form of Agreement

“Designer” means named designer of Seven Design Associates

“Form of Agreement” means the Form of Agreement signed by or on behalf of the Client and the Designer

“IP Rights” means all existing and future copyright and other intellectual property rights in the Artwork including any rights to which the Designer may at some future date become entitled.

2. SERVICES OF THE DESIGNER

2.1 The Designer will prepare and deliver to the Client the Artwork or Printwork in accordance with the brief set out in the Schedule. Any dates for delivery stated in the Agreement are estimated only and are not guaranteed.

2.2 A draft of the Artwork will be submitted for approval and that approval is not to be unreasonably withheld or delayed subject to the draft being generally compliant with the brief in the Schedule.

2.3 If the Client requests any substantial changes to the brief or the Artwork or requests any additional services, the Designer reserves the right to charge additional fees.

3. FEES AND PAYMENT

3.1 The fee payable to the Designer by the Client for the Artwork is set out in the Form of Agreement. Unless otherwise stated in the Agreement, Fees are payable in stages as follows.

i) 25% on placement of the order

ii) a further 25% on the signoff of the artwork

iii) the remaining 50% on delivery of the finished work.

3.2 Any expenses payable in addition to the Fee will be identified in the Schedule and will be reimbursed by the Client.

3.3 Payment of each invoice issued by the Designer is due 14 days from the invoice date.

3.4 Amounts quoted to the Client are exclusive of VAT which will be added as appropriate. The Designer, if registered for VAT, will issue a VAT invoice or VAT receipt for each payment.

3.5 Failure by the Client to make any payment within 28 days of an invoice will entitle the Designer to interest at 4% per annum above the Bank of England base rate from the due date until the date of receipt of payment.

3.6 When the Designer becomes entitled to additional fees, these will be calculated by reference to the rates specified in the Agreement and if no rates are specified, an estimate will be given to the Client before the additional work is commenced.

3.7 Printed Goods

All goods shall be paid for at the time of order.

No goods shall be despatched or collection allowed until paid for in full.

All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

3.8 Digital Media

All digital media brochures will be paid for at the time of order.

Brochures will not be made live until paid for in full.

All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

4. CANCELLATION

4.1 If the Client wishes to cancel the Agreement before the finished Artwork is delivered to the Client, a cancellation fee will be payable as follows:

50% of the fee if cancellation takes place before submission of the draft Artwork

75% of the fee if cancellation occurs between delivery of the draft and delivery of the finished Artwork.

4.2 If the Client wishes to exercise his cancellation rights, he must do so in writing and immediately return to the Designer the draft Artwork and all sketches and documents provided by the Designer. The Client will not retain any copies whether in electronic or hard copy format. From the date of cancellation the Client will have no rights in relation to the Artwork.

5. INTELLECTUAL PROPERTY

5.1 Subject to the Client paying all amounts then due to the Designer, the Designer, with full title guarantee, assigns all existing and future IP Rights in the Artwork to the Client with effect from the date on which the completed Artwork is delivered to the Client.

The Designer will sign any additional documents that are reasonably requested by the Client in order to ensure the effective assignment of the IP Rights referred to above.

The Designer waives all moral rights to which he may now and at a later date be entitled under the law.

6. DESIGNER WARRANTIES AND LIABILITIES

6.1 The Designer confirms and warrants to the Client that the Designer is the sole owner of the IP Rights in the Artwork to be supplied under the Agreement.

6.2 The Designer confirms that none of the Artwork will infringe the rights of any third party and that all the Artwork to be prepared by the Designer will be created by him and will not have been previously published elsewhere.

6.3 Any defects or shortcomings in the goods supplied must be notified to Seven Design Associates within 3 days of delivery. Such goods must be returned to Seven Design Associates for inspection. Nothing herein shall impose any liability upon Seven Design Associates in respect of any defect in the goods arising out of the acts, omissions, negligence or default of the Client, its servants or agents.

6.4 Seven Design Associates shall not be liable for any costs, claims or damages arising out of any act of tort or omission or breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such, claim, damages or expenses on a time basis or any consequential damages howsoever caused.

6.5 The liability of Seven Design Associates to the Client for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances exceed the price of the goods.

6.6 No statement, description, information, warranty or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of Seven Design Associates shall be construed to enlarge, vary or override in any way these Terms and Conditions.

6.7 Any concessions made or latitude allowed by Seven Design Associates to the Client shall not affect the strict rights of Seven Design Associates under the Agreement. If in any particular case and of these Terms and Conditions shall be held to be invalid or shall not apply to the Agreement the other Terms and Conditions shall continue in full force and effect.

6.8 Upon sight of artwork for Printwork and at its sole discretion Seven Design Associates reserve the right to decline to print and items it deems to be inappropriate. Any payments made for work rejected by reason of this clause will be refunded in full.

6.9 Any Printwork promotion offered by Seven Design Associates applies to our standard product range only and not to bespoke product requests or orders.

7. CLIENT OBLIGATIONS

7.1 The Client will respond promptly to any communications or requests for information from the Designer during the course of the Agreement.

7.2 The Client has indicated to the Designer the reasons for commissioning the Artwork and the Client will not, unless otherwise agreed, use the Artwork for any purposes wholly unrelated to those reasons.

7.3 The Client will not include the Artwork or any reference to the Designer in any publication that is illegal, obscene or pornographic.

7.4 The Client agrees that the Designer will be entitled to include an illustration of the Artwork in any portfolio, website or publicity material concerning the business of the Designer whether or not the IP Rights are assigned to the Client.

7.5 If the Client wishes to sell or dispose of the Artwork to any third party he will notify the Designer who will be given the opportunity to purchase the Artwork on terms to be agreed.

7.6 If the Client shall be in breach of any of their obligations under these Terms and Conditions of the Agreement Seven Design Associates may (without prejudice to Seven Design Associates rights subsequently to determine the Agreement for the same cause should it so decide) suspend further work and/or deliveries of goods without notice until the defaults by the Client are remedied.

8. TERMINATION

8.1 Either the Client or the Designer may terminate the Agreement if:

8.1.1 the other party becomes insolvent or, in the case of a company, has a receiver, administrative receiver or liquidator appointed, or

8.1.2 the other party commits a material breach of the Agreement and, in the case of breach that is capable of being remedied, he fails to remedy the breach within 14 days of being required to do so in writing. For the purposes of this clause, failure by the Client to make any payment within 14 days of the due date will constitute a material breach.

8.2 Termination of the Agreement will not prejudice to the accrued rights of either of the parties at the termination date.

9. CONFIDENTIALITY

The Client will keep the terms of the Agreement confidential and will not allow disclosure to any third parties. In addition, any trade secrets and other confidential information obtained by either party from the other will be kept confidential and will not be disclosed to any third party. The obligations in this clause will survive termination.

10. ASSIGNMENT

The Agreement is a personal one and neither the Client nor the Designer will assign or transfer any rights or obligations under the Agreement without the prior written consent of the other.

11. NOTICES

Any notice to be given under this Agreement must be in writing and sent to the address of the recipient shown in the Form of Agreement (or to any new address of which notice has been given under this clause). Notice may be delivered by hand or sent by fax or by first class post.

12. LAW AND DISPUTES

12.1 The Agreement is governed by English Law.

12.2 If a dispute occurs, the parties will endeavour to settle it through direct negotiation. If it is not settled, the dispute may be referred to mediation on the request of either party in which case the mediation will be conducted in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules then in force.

12.3 Any dispute which cannot be resolved through direct negotiation or mediation will be finally determined by the Courts of England.