Unless otherwise agreed in writing by the Designer and the Client these Terms and Conditions shall be deemed to be incorporated into any agreement relating to any Proposal and transaction whether orally or in writing for the supply of Services between the Designer and the Client.

“Designer” means Fluoro Limited of 1 Crown Works, Temple Street, London, E2 6QQ;

“Client” is the company and any ultimate holding company or any subsidiary thereof (“holding company” and “subsidiary” having the meanings set out in section 736 of the Companies Act 1985) and/or the individual identified in the Proposals schedule who requires Services to be provided by the Designer under the terms and conditions herein.

1. DEFINITIONS AND INTERPRETATION

For clarification and ease of use various words have been defined as follows:

“Delivery” means the delivery of the Services as specified in the Proposal which may include milestones or other specific delivery requirements.

“Fee” means the sums to be paid by the Client to the Designer as specified in the Proposal in consideration of the performance of the Services.

“File” means any computer file containing or relating to the Media.

“Intellectual Property” means all programmes, systems, operating methods, know how plans, guides, descriptions, trade marks, trade name, copyright, patents, design right, registered design or any other intellectual property rights whether registerable or not pertaining to the Clients or the Designer’s business.

“Media” means images, video, animation, illustration or any other material produced by the Designer.

“Normal Office Hours” means 9.00 am – 6.00 pm Monday – Friday excluding UK public holidays.

“Proposal” means written proposal of Services incorporated herein delivered by the Designer to the Client prior to commencement date which specifies the parties, details of the Services to be provided, the Media, the Fees, Term and other important details including Delivery and/or any other agreed terms not dealt with herein. The Proposal also forms part of these Terms and Conditions. The use of any word or phrase or clause number shall have the same meaning as set out herein.

“Relevant Information” means a set of guidelines, images, graphics, logos, photographs, electronic communications, moving images, design principles, rules, templates pages, files, code or media and documentation used by the Client to enable the Designer to provide the Services in accordance with the Proposal in a consistent manner.

“Services” means the services to be provided by the Designer as described in the Proposal.

“Terms and Conditions” means these terms and conditions.

2. DESIGNER OBLIGATIONS

2.1 In consideration of the payment by the Client of the Fee and subject to the Terms and Conditions herein the Designer shall carry out the Services as specified in the Proposal and make Delivery of those Services.

2.2 The Fee unless otherwise stated in Proposal excludes expenses such as photography, prints transparencies and fonts to client and VAT which will be payable separately.

2.3 The Fee includes supplying the Media digitally on agreed format. Replacement copies of any format will be chargeable unless otherwise agreed in writing.

2.4 The Fee indicated in the Proposal is for a design instruction that is complete for the design service to commence. Any changes to such design during the time taken to produce the visualisation in the agreed Media will be charged additionally on an hourly or daily basis.

2.5 It is acknowledged and understood that the Media Delivered contains the Designer’s Intellectual Property that remains the Designer’s property for the full period of protection allowable under law. The Media can only be used by the client under license as long as all payments have been fulfilled.

3. CLIENT OBLIGATIONS

3.1 To pay the Fee set out in the Proposal in accordance with this clause: -

3.1.1 The Client shall pay a deposit of 20% on the signing of the Proposal if required in the proposal.

3.1.2 Subject to 3.1.1 all other invoices including any applicable value added tax or other local tax and expenses are payable within 30 days after date of invoice unless otherwise agreed in writing with the Designer or in the proposal.

3.1.3 If for any reason whatsoever the Client fails to make payment of an invoice promptly within the defined terms the Designer shall be entitled to but not obliged to add interest calculated weekly at the rate of 8% per annum above the National Westminster Bank base lending rate from time to time such rate being in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.1.4 The Client hereby acknowledges that an invoice delivered in accordance with the terms hereof shall constitute a debt due and owing by the Client to the Designer and in addition to any other remedy available to the Designer is entitled to rely on this provision to enforce payment of the invoice by any means including if necessary the issuance of statutory demand pursuant to winding up or bankruptcy proceedings without the need for further formality.

3.2 The Client shall where relevant deliver the Relevant Information to the Designer in the agreed format and use reasonable efforts to ensure that it is correct and shall update it when required to do so pursuant to the Proposal.

3.3 The Client shall with all reasonable endeavours ensure that all Media produced by the Designer for the Client that is used for promotional purposes by marketing companies, press and publishers is in accordance with clause 2.5 and the Proposal and shall include a credit to the Designer as follows which shall appear on the Media produced. Brand Identity by Fluoro or where allowed www.fluoro.london

3.4 For avoidance of doubt the credit to the Designer in clause 3.3 must be reproduced on all Media by the Client. Failure to do so will result in all rights reverting to the Designer and shall only revert to the Client upon payment of licence fees to be determined by the Designer.

4. CONFIDENTIALITY

4.1 Both parties undertake except as provided to treat as confidential and keep secret all information marked confidential.

4.2 Nothing in these Terms and Conditions shall prevent the Designer from utilising any of their own Media or software developed.

5. EXCLUSION OF LIABILITY

The Designer or its representatives or agents shall not be liable whether directly or indirectly for any loss, liability, damage or any other claim howsoever occurring nor for any consequential or indirect loss, compensation, liability or damage from or in connection with the agreement or any breach or non-performance of any provision of it by the Designer. If any such liability can be implied by the operation of law to the Designer it shall be limited to the greatest extent permissible under the law, in any event, the Designer shall not be liable for any special, indirect or consequential loss or damage including without limitation loss of profits, business, revenue and goodwill.

6. TERMINATION

6.1 The Designer may terminate this agreement forthwith on providing notice in writing if the Client is:

6.1.1 in serious breach of any of the Terms and Conditions including failure to pay the Fees;

6.1.2 becomes insolvent, bankrupt, makes any arrangement with creditors or enters into receivership, administrative receivership or liquidation.

7. DISPUTE RESOLUTION

Any disputes arising at any time between the parties relating to the Terms and Conditions herein including Fees or the Services provided shall be referred to an expert appointed by the parties in the absence of an agreed appointment the president for the time being of the Law Society shall make such appointment. The parties hereto agree that the expert shall have all of the powers of an arbitrator under the Arbitration Act 1990.

8. FORCE MAJEURE

The Designer will not be deemed to be in breach of any if its obligations under the agreement or otherwise be liable to the Client as a result of any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the Designers control.

9. DATA PROTECTION

For the purposes of the Data Protection Act 1998 the Client consents to the processing of all or any personal data (in manual, electronic or any other form) relevant to the Services provided by the Designer and bound by the duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any other country inside or outside the European Economic Area.

10. MISCELLANEOUS

10.1 The clause headings in these Terms and Conditions are for information only and do not form part of these Terms and Conditions.

10.2 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this agreement.

10.3 Any notices demands, consents or other document required or permitted under these Terms and Conditions shall be by letter or recognised electronic mail at the address as specified in the Proposal.

10.4 Failure by either party to enforce at any time the provision hereof shall not at any time be construed nor shall be deemed to be a waiver of any rights hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice the parties rights to take subsequent action.

10.5 Should the client prior to full settlement of invoices under this agreement wish to assign, transfer or sell its rights under these Terms and Conditions or delegate its obligations under these Terms & Conditions the client would need to obtain the Designer’s prior consent. This would be given or withheld at the Designers absolute discretion.

10.6 These Terms and Conditions and the Proposal and other documents in agreed form represent the entire agreement between the parties in respect of the subject matter hereof and supercedes all other agreements and representations made by either party whether oral or written. Alterations may only be made to this agreement in writing and must be accepted in writing by duly authorised representatives of the parties.

10.7 The Terms and Conditions shall not constitute any form of partnership or joint venture between the parties.

10.8. If any provision (or part of a provision) of these Terms and Conditions shall be determined by any court or other tribunal of competent jurisdiction to be illegal void or unenforceable all other provisions of these Terms and Conditions (and, also where part of a provision is defective, the remainder of that provision) shall nevertheless continue in full force and effect.

10.9 The Terms and Conditions thereof shall be governed by the laws of England and Wales and the English Courts shall have exclusive jurisdiction.

10.10 The parties hereto are deemed to have agreed to be legally bound by the Terms and Conditions and have read approved and agreed these Terms and Conditions by signing or approving or accepting the Proposal or the Services.

11. EMAILS

Any emails from Fluoro Limited are confidential. If you are not the intended recipient any disclosure, copying, distribution or any other action taken in reliance on it, is prohibited and may be unlawful. Any views in the email are those of the sender only and not those of Fluoro Limited. Unless stated otherwise the email is not intended to be contractually binding. As part of conducting its business, Fluoro Limited may monitor and record any emails and their contents under the Telecommunications (Lawful Business Practices) (Interception of Communications) Regulations 2000.