FLINT MEDIA GROUP LTD

TERMS AND CONDITIONS OF BUSINESS FOR CLIENTS (DIRECT SERVICES)

1 Interpretation

1.1 In these Conditions the following expressions shall have the following meanings:

“Charges” the charges charged by Flint to the Client for the provision of Direct Services, as set out in the Estimate as amended from time to time by agreement between the parties, and/or as otherwise agreed between the parties;

“Client” the person named on the Estimate for whom Flint has agreed to provide the Direct Services in accordance with these Conditions (including where requests are made through an intermediary acting on behalf of the Client);

“Client Input Assets” any Documents or other materials, and any data or other information provided by the Client relating to the Direct Services;

“Conditions” the standard terms and conditions for the supply of the Direct Services set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Flint and the Client as set out in the Contract;

“Contract” the contract for the provision of the Direct Services including the Estimate and these Conditions;

“Deliverables” any materials produced by Flint for the Client as a result of the Direct Services, including any data or other information provided by Flint but excluding any Working Assets or Flint Input Assets.

“Direct Services” the direct services to be provided by Flint to the Client being:

(a) creative services; and/or

(b) creative direction; and/or

(c) printing services; and/or

(d) production project management services; and/or

(e) such other services as Flint and its employees may directly provide to a Client as more particularly described in the Estimate;

“Document” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data and any photographic film, prints, negatives, transparencies, image files, laptops, hard drives and flash drives;

“Estimate” Flint’s estimate for the Direct Services;

“Force Majeure” any cause beyond Flint’s reasonable control including, without limitation, any act of God, war, terrorism, civil disturbance, requisitioning, governmental or parliamentary restrictions, prohibitions or enactments of any kind, import or export regulations, strike lock-out or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire, accident, adverse weather or failure of couriers to deliver on time;

“Flint” Flint Media Group Ltd, company registration number 17233269, with its principal place of business at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ;

“Flint Input Assets” any Documents or other materials, and any data or other information provided by Flint relating to the Direct Services but excluding any Working Assets or Client Input Material (and not included in the Deliverables);

“Working Assets” any master working materials provided and retained by Flint, but excluding any Deliverables.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

2 Basis of Contract

2.1 Flint shall provide the Direct Services and the Client shall purchase the Direct Services in accordance with any Estimate accepted by the Client verbally or in writing, subject always to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any Estimate is accepted or purported to be accepted or any order is made or purported to be made by the Client.

2.2 These Conditions (together with the terms, if any, set out in the Estimate), if applicable, constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except as agreed in writing between Flint and the Client. Except as set out in clause 2.1 above, all other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

2.3 Flint’s employees, agents and contractors are not authorised to make any representations concerning the Direct Services unless confirmed in writing by Flint. In entering into the Contract, the Client acknowledges that it does not rely on and waives any claims for breach of any representations which are not so confirmed.

2.4 Acceptance of these Conditions shall (without limitation) be deemed upon the earlier of:

2.4.1 Acceptance of any Estimate by or on behalf of the Client (whether verbally or in writing); and

2.4.2 Provision of a purchase order to Flint by or on behalf of the Client (whether verbally or in writing).

3 Supply of the Direct Services

3.1 Flint shall provide the Direct Services to the Client subject to these Conditions. Any changes or additions to the Direct Services or these Conditions must be agreed in writing by Flint and the Client.

3.2 The Client shall, at its own expense, supply Flint with all necessary Documents or other materials, and all necessary data or other information relating to the Direct Services, within sufficient time to enable Flint to provide the Direct Services in accordance with the Contract. The Client shall ensure (and warrants and represents) the accuracy of all such Input Material.

3.4 The Client shall have no right to modify, adapt, develop, reverse engineer or otherwise alter any aspect of the Deliverables (including any Working Assets or any software or related object and source codes), unless consent is given in writing in the Estimate or otherwise agreed in writing by Flint from time to time.

3.5 The Client shall notify Flint immediately if it becomes aware of any actual, threatened or suspected infringement, or unauthorised use, of Flint’s rights in the Deliverables Material and/or Working Assets and shall provide such assistance to Flint as it may require to defend its rights and/or take action against such actual, threatened or suspected infringements.

3.6 Flint shall use all reasonable endeavours to provide the Direct Services in accordance with the Estimate and as otherwise agreed between Flint and the Client in writing from time to time, subject to these Conditions, but the Client acknowledges and agrees that time of performance of the Direct Services is not of the essence of the Contract.

3.7 Flint may correct any typographical or other errors or omissions in any brochure, promotional literature, estimate or other document relating to the provision of the Direct Services without any liability to the Client.

3.8 Flint may at any time, without notifying the Client, make any changes to the Direct Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Direct Services.

4 Charges

4.1 Subject to any special terms agreed in the Estimate, the Client shall pay the Charges and any additional sums which are agreed between Flint and the Client for the provision of the Direct Services or which, in Flint’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Input Material or any other cause attributable to the Client.

4.2 Flint reserves the right to charge a cancellation fee of twenty-five percent (25%) of the Estimate if the Client cancels the Contract after acceptance (as referred in Condition 2.4). Cancellation after commencement of any of the Direct Services may incur the cancellation fee and/or Flint’s standard charges for the Direct Services carried out, whichever is greater.

4.3 The Client shall reimburse Flint for all reasonable expenses incurred by Flint in the course of performing the Direct Services for the Client including all reasonable travelling, subsistence and other non-incidental expenses including, without limitation, all delivery expenses, couriers and delivery media costs. This applies to both fixed price and non-fixed price Estimates.

4.4 Flint shall be entitled to vary the Charges from time to time upon notice to the Client.

4.5 All Charges estimated to the Client for the provision of the Direct Services are exclusive of any applicable Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

4.6 Flint will invoice the Client on a regular basis. The Charges and any additional sums payable should be paid by the Client (together with any applicable Value Added Tax, and without set off or other deduction) in pounds sterling (unless the currency is stated as otherwise in the estimate) within thirty (30) days of the date of Flint’s invoice.

4.7 The provision of final Deliverables to the Client will be deemed acceptance of satisfactory completion of the Direct Services (whether or not formal acceptance is given by the Client). Where delivery of the Deliverables or progression of the job is delayed by the Client without reasonable cause connected with the Direct Services, Flint reserves the right to invoice the Client on a pro-rata basis for the proportion of the Direct Services completed at the point of delay.

4.8 All export, import, VAT, sales, use or other taxes, levies, duties, fees, governmental charges, exchange rate losses, bank charges and transfer fees shall be the sole responsibility of the Client, and all payments to Flint shall be exclusive of such charges and losses. If the Client is required to withhold any tax or governmental charge on such payments or pay any additional fees or expenses or exchange any foreign currency into pounds sterling, then the amount of any such payment shall be automatically increased to offset such charges and losses, so that the net amount paid to and received by Flint always equals the amount invoiced or otherwise due.

4.9 Flint may, at the Client’s request, invoice a third party (such as a publisher, advertising/photographic agency). However should Flint not receive full payment from the third party billing details supplied by the Client within Flint’s credit terms, then Flint will be entitled to invoice the Client directly for the Direct Services undertaken.

4.10 If full payment is not made by the due date, Flint shall be entitled, without limiting any other right it may have, to:

4.10.1 charge interest on the outstanding amount (both before and after any judgement) at the rate of one percent (1%) per calendar month (compound interest) from the due date until the outstanding amount is paid in full;

4.10.2 suspend provision of any of the Direct Services without liability to the Client until the outstanding amount is paid in full and any times agreed for the provision of the Direct Services shall be amended accordingly; and/or

4.10.3 terminate the Contract in accordance with Condition 7.2.1 below.

5 Rights in Input Material and Output Material

5.1 Subject to clauses 5.2 and 5.3 below, the property rights and any copyright and all other intellectual property rights in:

5.1.1 any Client Input Assets shall belong to the Client; and

5.1.2 any Flint Input Assets and Working Assets and Deliverables shall belong to Flint.

5.2 Flint shall have the right to use the Deliverables (and any Client Input Assets if applicable on licence from the Client) for its own portfolio, public relations and marketing purposes, unless the Client specifically requests otherwise either prior to the Estimate being accepted by it, or while the Services are being provided (provided in the latter case that this is accepted by Flint).

5.3 For the avoidance of doubt, the Client shall not be granted a licence to use, modify or adapt the Working Assets, without the prior written consent of Flint.

5.4 Provided that the following shall not apply to any Documents or other materials, data or other information which are required by law to be disclosed or are public knowledge at the time when they are provided by either party, and shall cease to apply if at any future time they become public knowledge though no fault of the other party:

5.4.1 any Client Input Assets and Deliverables, or other information provided by the Client, which is so designated by the Client shall be kept confidential by Flint; and

5.4.2 all Working Assets and Flint Input Assets, or other information provided by Flint, which is so designated by Flint shall be kept confidential by the Client.

5.5 The Client shall be solely responsible for obtaining any clearances, permissions or otherwise in respect of third party copyright works, trade marks, designs or other intellectual property used in association with the Deliverables. Flint accepts no liability for failure on the part of the Client to do this.

5.6 The Client warrants that any Client Input Material, and its use by Flint for the purpose of providing the Direct Services, will not infringe the copyright or any other rights of any third party, and the Client shall indemnify Flint from and against all and any claims, proceedings, penalties, losses, damages, costs and expenses (including legal expenses) suffered or incurred by Flint arising from any such infringement or alleged infringement.

6 Warranties and Liability

6.1 Flint warrants to the Client that the Direct Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with, and within the times referred to in, the Estimate.

6.2 Flint shall have no liability to the Client for any loss, damage, costs, expenses or any other claims for compensation, arising from any Client Input Material or instruction supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

6.3 The Client shall, at its own expense, retain duplicate copies of all Client Input Material and insure against its accidental loss or damage by the Client, Flint or otherwise. Flint shall have no liability for any such loss or damage, however caused, or for any loss, damage, theft or destruction of Client Input Material. Whilst archiving of finished jobs does take place as standard practice at Flint, Flint accepts no responsibility for Deliverables, including Working Assets, once delivery has taken place. It is the Client’s sole responsibility to ensure that adequate care, provision and insurance of backups of Client Input Materials and Deliverables are maintained.

6.4 Except in respect of death or personal injury caused by the negligence of Flint or its employees or agents, or as expressly provided in these Conditions:

6.4.1 Flint shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or indirect, special or consequential loss, damage, costs, expenses (whether caused by the negligence of Flint, or its employees or agents or otherwise) which arise out of or in connection with the provision of the Direct Services or their use by the Client; and

6.4.2 the entire liability of Flint to the Client and/or any other third party under or in connection with any Contract shall not exceed fifty thousand pounds sterling (£50,000) in aggregate.

6.5 Flint shall not be liable to the Client, or be deemed to be in breach of the Contract, by reason of any delay in performing, or any failure to perform, any of the Direct Services, if the delay or failure was due to any event of Force Majeure. Should any such event of Force Majeure occur for longer than six (6) weeks Flint may cancel or suspend the Contract without incurring any liability for any loss or damage thereby occasioned.

6.6 If the Client does not consider that Flint’s limit of liability as detailed in the Contract (particularly but without limitation Condition 6) will be sufficient to protect its interests, the Client should contact Flint, as appropriate, and Flint will be pleased to discuss with the Client whether it is able to amend its limits and/or increase its insurance cover accordingly. The Client accepts that Flint shall be entitled to charge the Client, and the Client shall pay, an additional fee for accepting any different limit if Flint, as appropriate, agrees to do so.

7 Termination

7.1 The Client shall only be entitled to cancel the Contract on prior written notice to Flint and in accordance with Condition 4.2.

7.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other, if the other:

7.2.1 fails to pay when due any sums due under these Conditions;

7.2.2 commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within fourteen (14) days after being required by written notice to do so;

7.2.3 (in the case of a company) goes into liquidation, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed; or

7.2.4 (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

7.3 Upon the termination of the Contract for whatever reason, all Charges for the Direct Services carried out up until the date of termination shall become immediately due and payable by the Client to Flint.

8 General

8.1 The Contract is personal to the Client and the Client shall not assign, transfer or sub-contract or purport to assign, transfer or sub-contract to any other person any of its rights or obligations under the Contract without the prior written consent of Flint.

8.2 Flint may assign, transfer or sub-contract any of its rights and obligations under the Contract to any other party without the consent of the Client.

8.3 Any notice required or permitted to be given under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

8.4 No failure or delay by Flint in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by Flint 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.

8.5 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 other provisions of these Conditions and the remainder of the provision in question shall not be affected.

8.6 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

8.7 English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English Courts.