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#Page 1

Creative Media Arts Terms and Conditions v2
1/20/2006
Creative Media Arts , 1 Airside Unit, Fruit Market, Edge lane, Liverpool, L7
Current Clientele Only: 0151 545 0152
W: www.creativemediaarts.co.uk, E: sales@creativemediaarts.co.uk
Page 1 of 8

Terms and Conditions for Website Design

Preamble

All work carried out by Creative Media Arts Limited Liability Partnership is deemed to be carried out under the following terms and conditions which are also publicly available on the company website.

These apply to the exclusion of all other terms and conditions unless stated otherwise in any covering correspondence.

These terms and conditions do not affect your statutory rights.

It is not necessary for any Client to have signed an acceptance of these terms and
conditions for them to apply. If a Client allows work to proceed and gives verbal or written consent or makes an initial payment then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Definitions:

In these terms “we/us/our” means Creative Media Arts “you” means the Client, whose details appear on this proposal.

The “Contract” or “Agreement” means the agreement between you and us based on this and supporting
documentation.

The “Website” and “Software”, or “Website Design Project” means the services to be provided under this Contract.

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Creative Media Arts Terms and Conditions v2
1/20/2006
Creative Media Arts , 1 Airside Unit, Fruit Market, Edge Lane, Liverpool L7
Current Clientele Only: 0151 545 0152
W: www.creativemediaarts.co.uk, E: sales@creativemediaarts.co.uk
Page 2 of 8

1. Variation.

1.1 These terms will remain valid for acceptance for 28 days from the date of issue.

1.2 After acceptance Creative Media Arts reserves the right to amend these terms on each anniversary of the agreement subject to giving you 28 days’ notice.

1.3 If you have any uncertainties about these conditions as they might apply to you or
your project, it is your responsibility to clarify the situation by contacting us before the
project gets under way.

2. Content.

2.1 It is your responsibility to provide us with the required information about your
business. Creative Media Arts take no responsibility for errors in content supplied by you for the web site. Any changes thus occasioned may be chargeable.

2.2 Unless specified otherwise, it is your responsibility to provide all necessary text and
graphic materials that make up the content of the site. No refund will be made in the
event that you fail to provide sufficient content to complete the web site.

2.3 All content must be supplied in a suitable digital format unless agreed otherwise
beforehand. Images should be supplied as jpeg, gif or Photoshop format. Text should be supplied as a Microsoft Word or ASCII text file. Failure to supply material in digital
format may result in extra charges being made for processing content for use on your
web site. Where the content which is provided is in a form where a sizeable amount of
copywriting is required, a further charge may be made.

2.4 You grant Creative Media Arts permission to utilize logos and any other company identity for the purposes of creating the website.

2.5 You agree to indemnify Creative Media Arts from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.

2.6 A design credit with a link to the Creative Media Arts website will appear on your web site.

2.7 You should provide Creative Media Arts with copies of your terms and conditions and any privacy statement that you wish to be incorporated into the design.

2.8 In the event that a website is unable to be completed by Creative Media Arts because of lack of text and/or pictures, then text will be added using “lorum ispsum” filler text and pictures using appropriate library pictures. At this point the website will be considered completed and invoiced accordingly under our standard payment terms. Final text and pictures will be added when these are produced by the Client at no additional cost.

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3. Design and Development

3.1 We will provide you with our estimated timescale for progress and completion of the project and will use reasonable endeavours to meet those timescales (as long as you perform your obligations promptly).

3.2 Any quoted dates are our best estimates only and we cannot guarantee 100% that
they will be met.

3.3 We shall have no liability to you nor be deemed to be in breach of this Contract if
we are delayed in performing or unable to perform any of our obligations under it due
to circumstances beyond our reasonable control.

3.4 Any design issues will be assessed against the standard of PC based internet viewing at 800 by 600 and 1280 by 1024 screen resolutions viewed in both Internet Explorer 6 and Firefox 1.01 unless we agree otherwise in writing.

3.5 Creative Media Arts will use the most appropriate technology in the development of the site at the discretion of Creative Media Arts . Unless agreed otherwise before hand between Creative Media Arts and you.

4. Acceptance

4.1 Acceptance procedure will be as follows:

The timescale for the development of this project is indicated in the testing
milestones/payment/sign off schedule attached or stated in writing by us and presented to you.

A URL may be provided for the Client to examine and test the website and software to
make sure it functions as anticipated and in accordance with this Agreement.

The Client is required to complete the acceptance test schedule attached, Sign Off
and accept at each milestone within 7 working days of being notified that the
milestone has been reached.

An electronic version of the Acceptance test schedule will be provided for the Client
to complete and email to Creative Media Arts , receipt of this will comprise sign off. This may take the form of a simple acknowledgement email sent in reply to an email estimating project timescale and cost from Creative Media Arts to you.

The Client is expected to have tested that the website and software is performing to
their own satisfaction and checked the source data before authorising the project to
go live

The project will not be made live until the final payment has been received

After launch, a 60 day warranty is provided to allow for further comprehensive
testing under operating conditions

Any further changes other than of a minor nature are then chargeable. Minor changes means errors and spelling mistakes, the definition of which is at Creative Media Arts ’s discretion.

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Creative Media Arts Website Design Terms and Conditions v2
1/20/2006
Creative Media Arts , 1 Airside Unit, Fruit Market, Edge Lane, Liverpool L7
Current Clientele Only: 0151 545 0152
W: www.creativemediaarts.co.uk, E: sales@creativemediaarts.co.uk
Page 4 of 8

5. Changes Requested

5.1 If the Client requires any changes to be made to the original design and
specification they must notify Creative Media Arts by email or letter

5.2 Creative Media Arts will notify the Client in a formal Change Request if there will be any charge for the additional work

5.3 If the Client accepts the terms of the Change Request they should notify Creative Media Arts by email or letter

6. Payment

6.1 An initial payment will be required for the delivery of the Website Services
Agreement document covering the agreed Specification, Scope of Works, timescale,
acceptance testing and terms and conditions. No work will commence until this initial
payment has been made.

6.2 The balance of all fees will be invoiced at agreed stages during the project on
payment “due now” terms.

6.3 All fees must be paid before the design and development work is handed over.

6.4 Subsequent annual subscription or licence payments will be in advance on the
anniversary of the initial payment.

6.5 All fees referred to in the proposal and these terms are exclusive of Value Added
Tax which will be added and payable by you where appropriate.

6.6 If payments are not received by the due date for payment (as stated in these terms
and/or order form) you may be asked to pay us interest on the amount unpaid at the
annual rate of 4% above Bank of England base rate from time to time (without prejudice to any other remedy available to us).

6.7 If payments are not received by us on the due date we reserve the right to suspend
the our services until such time as payment is received in full (without prejudice to any
other remedy available to us) with suitable allowances then being made to any
timescales.

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7. Ownership and Intellectual Property Issues.

7.1 You will retain ownership of copyright, trademarks and other intellectual property
rights in materials that you provide to us for use in the design of your website.

7.2 All copyright, trade marks, patents created, developed, subsisting or used in or in
connection with the design or development of your website will be transferred to you
on settlement of all outstanding sums due to us. Where an agreement has been made to do so before the project commences.

7.3 All screen displays, graphics, domain names, content and the Look and feel of the
site developed shall be transferred to you on settlement of all outstanding sums due to
us. Where an agreement has been made to do so before the project commences.

7.4 Creative Media Arts retains the rights to use any software, object code, digital programming, source code and the like developed during the course of the project. However you will be granted a perpetual, irrevocable, worldwide and royalty free transferable license for the use of this facility. This may be subject to the continuing payment of any fees agreed as part of the services to be provided under this agreement

7.5 If Creative Media Arts is bundling or using any prior intellectual property that it owns and of which it wishes to retain ownership you will be granted a perpetual, irrevocable, worldwide and royalty free transferable license for the use of this facility. This may be subject to the continuing payment any fees agreed as part of the services to be provided under this agreement. Only in the context of the website.

7.6 Creative Media Arts will not transfer rights in any design or software work owned by a third party.

7.7 Where an agreement has not been reached between Creative Media Arts and the Client before hand to transfer any intellectual property rights that may result from the creation of the website or software, Creative Media Arts will retain all intellectual property rights. However you will be granted a perpetual, irrevocable, worldwide and royalty free transferable license for the use of this facility.

8. Hosting and Domain names.

8.1 Creative Media Arts will normally arrange hosting for the website and the annual subscription for this will be included in the initial quotation for the design.

8.2 FTP access details to your website files can be issued on request.

8.3 Creative Media Arts accepts no responsibility for web server downtime or interruptions to service caused by circumstances beyond our control.

8.4 Creative Media Arts will advise Clients on selecting domain names and register these for them as requested at current rates, but cannot guarantee a certain name will be available.

8.5 Creative Media Arts may make a charge of £50 for any administrative work associated with hosting or domain name transfers into or out of our facilities.

8.6 Renewals are not made automatically unless we are notified in writing 28 days in
advance, but please note we accept no responsibility if a domain fails to be re-
registered.

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9. Email.

9.1 If Creative Media Arts are responsible for arranging hosting then a POP3 email account with up to five addresses which will be provided on the domain within the quoted costs (As an alternative forwarding to an existing email account elsewhere can be arranged).

9.2 You will be given the appropriate user name and password details for each account
and the incoming mail server name, along with written instructions for setting up the
account in Outlook or Outlook Express. However this will only be done at the client’s request.

9.3 Creative Media Arts will not keep records of passwords.

9.4 Requests for changes to user/password combinations may be made by email or
telephone and will be actioned within 24 hours.

9.4 Creative Media Arts accepts no responsibility for email server downtime or interruptions to service.

9.5 Email accounts must not be used for “spam” emailing operations.

9.6 Once initially set up and operational, Creative Media Arts is not responsible for subsequent problems caused by the operating system of your computer. If you need to contact Creative Media Arts for such support this is normally chargeable at £1.00 per minute for telephone support, in such case a payment method shall be arranged during the phone call. If technical support is needed that requires the traveling out to a location by one of our staff, then a fee be incurred by you of normally £50 per hour plus travel expenses. This may be revoked or amended at any time by Creative Media Arts .

10. Promotion & SEO

Where Creative Media Arts undertakes promotion of the website through Search Engine placement no guarantee is given that rankings can be achieved on particular Engines. Resubmission will take place as and when we deem appropriate and may vary in frequency depending on the level of maintenance updates undertaken.

11. Warranties.

11.1 Creative Media Arts warrants that commencing from the date of acceptance by the Client and continuing for a period of ninety (90) days that the website and software substantially conforms to the Specification and the Scope of Works and is substantially suitable for the purposes for which it was designed. The terms of the Warranty are that during this period any errors or omissions will be rectified by
Creative Media Arts at no cost to the Client. The Warranty does not apply if the website and software has not been operated in accordance with the instructions given by Creative Media Arts .

11.2 Creative Media Arts makes no warranty that the website and software is totally error free or that the Client will be able to operate the website and software without any problems or interruptions caused by unforeseen problems or untested scenarios.

11.3 Creative Media Arts makes no further warranties of any kind, whether express or implied, for the services it provides. Creative Media Arts also disclaims any warranty of merchantability or fitness for any particular purpose other than that covered by the 90 day Warranty.

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Creative Media Arts Technology Ltd Terms and Conditions v2
1/20/2006
Creative Media Arts , 1 Airside Unit, Fruit Market, Edge Lane, Liverpool L7
Current Clientele Only: 0151 545 0152
W: www.creativemediaarts.co.uk, E: sales@creativemediaarts.co.uk
Page 7 of 8

11.4 In addition, due to the continual development of new techniques for intruding
upon and attacking Internet based systems, Creative Media Arts cannot warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.

11.5 Creative Media Arts will not be responsible for any direct, indirect or consequential damages that may result from the use of its services, including loss of data resulting from delays, non-delivery or interruption in service. You acknowledge and agree that Creative Media Arts cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond our control.

12. Support.

12.1 Creative Media Arts may provide telephone and email support for services we provide to you during normal office hours. Out with these times support by email only is available with a 24 hour response. These services may be subject to a fee. We will normally respond with in 24 hours but are not to be held responsible if response with in such a time limit is met.

12.2 Problems with the operating system and software on your own computer and your Internet connection are specifically excluded from this agreement.

13. Reservations.

13.1 Creative Media Arts reserves the right to withdraw services at any time without prior notice. In such circumstances Creative Media Arts will arrange alternative hosting and support services to ensure the ongoing hosting and functionality of the Client’s website.

13.2Creative Media Arts also reserves the right to feature customer websites and testimonials in future promotions without seeking prior consent.

14. 1Covenants

14.1 Creative Media Arts will not during development or thereafter use the Client’s trademarks, logos or service marks without the Client’s express approval

14.2 Creative Media Arts will comply with all applicable laws in connection with its activities

14.3 Creative Media Arts will maintain satisfactory insurance and will provide proof of these policies if requested by the Client.

15. Disputes

15.1 In the event of a dispute it shall be determined by an arbiter appointed by joint
agreement between Creative Media Arts and the Client or, failing agreement, to be nominated by the relevant legal body in such case in England and Wales.

15.2 The decision of the said arbiter shall be final and binding on the Client and Creative Media Arts and no appeal shall be competent under the Administration of Justice Act 1972.

15.3 This Agreement is subject to the laws of England and Wales.

#Page 8

Creative Media Arts Website Design Terms and Conditions v2
03/09/2006
Creative Media Arts , 1 Airside Unit, Fruit Market, Edge Lane, Liverpool L7
Current Clientele Only: 0151 545 0152
W: http://www.creativemediaarts.co.uk E: sales@creativemediaarts.co.uk
Page 8 of 8

16. Indemnity.

All services may be used for lawful purposes only. You agree to indemnify and hold
Creative Media Arts harmless from any claims resulting from your use of our service that damages
you or any other party.

17. Liability.

17.1 Our total liability to you in contract or in tort arising in connection with this
Contract shall not exceed the total price paid by you.

17.2 We shall have no liability for loss of profits, business, revenue, goodwill or
anticipated savings or for any other indirect or consequential loss.

18. Standard charges.

In the absence of agreed rates the following will apply for additional work:
Clerical or data entry activity £400 per day per person
Design or development activity £500 per day per person
Senior management/programmer £600 per day per person
Traveling and subsistence on a costs as incurred basis

19. Force Majuere

19.1 Any work carried out where no agreement over price has been stated or agreed before hand between the client and us, or the client’s agent, or anyone acting on behalf of the client and us, shall not in any circumstances be thought to have been done freely and without charge or in goodwill.

19.2 The charges for such work shall be set by the relevant conditions stated above. For these conditions to not apply in any instance a written document stating such must be made and presented to the client by one of the partners of Creative Media Arts . This document must be given consent and signed, and dated by all of the legal company Partners of Creative Media Arts .

19.3 Partners of the company may act as agents of the company but can give consent or make any decision that may result in rendering the company liable or responsible in anyway. Nor may any partner acting alone and without express documented consent of all partners surrender or grant licence of any intellectual property rights that may be the assets of that company.