Rubberneck Creative
Standard Terms and Conditions of Business

1. Definitions:

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (the “Conditions”).

Contract shall mean a contract for the supply and purchase of Services by the Customer from the Supplier on these
Conditions as formed in accordance with Condition 2;

Customer shall mean the person, firm or company who purchases the Services from the Supplier;

Intellectual Property Rights shall mean all patents, rights to inventions, utility models, copyright and related rights, trade
marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for
passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights,
moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property
rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such
rights, and all similar or equivalent rights or forms of protection in any part of the world;

Quotation shall mean the written quotation describing the work the Customer requires and setting out the scope of the
Services and work to be provided by the Supplier;

Services shall mean the services to be provided by the Supplier under the Contract and as set out in the Quotation
together with any other services which the Supplier provides or agrees to provide to the Customer;

Supplier shall mean Rubberneck Creative, a company incorporated in England and Wales.

1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these Conditions.

1.3 Words in the singular shall include the plural and vice versa.

1.4 References to “written” or “in writing” shall include all forms of visible reproduction in permanent form, including
electronic messages and all communications between the parties may be done in writing, orally, by fax or by e-mail.

2. Application of Conditions

2.1 These Conditions shall apply to and be incorporated into the Contract and prevail over any inconsistent terms or conditions
contained, or referred to, in the confirmation of order, acceptance of a Quotation or specification, or implied by law, trade
custom, practice or course of dealing.

2.2 Following discussions between the parties the Supplier shall, as soon as reasonably practicable, provide to the Customer
the Quotation (any such Quotation to be subject to these Conditions) setting out the requirements and specifications of
the Services which it will provide to the Customer and, where applicable, including a description of what work is to be
done and dates by which it or, as the case may be, each stage of the work is requested to be started and finished.

2.3 The Customer’s acceptance of a Quotation for Services by the Supplier (such acceptance to be in writing), constitutes
an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer
shall be accepted by the Supplier other than by a written acknowledgement letter issued and executed by the Supplier to
the Customer. A contract for the supply and purchase of the Services on these Conditions will be established when the
Customer signs and returns the acknowledgment slip at the end of the acknowledgement letter sent by the Supplier and
such acknowledgment slip is received by the Supplier. The Customer’s standard terms and conditions (if any) attached to,
enclosed with or referred to in any purchase order or other document shall not govern the Contract.

2.4 A Quotation is given by the Supplier on the basis that no Contract shall come into existence except in accordance with
Condition 2.3. Any Quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously
withdrawn it.

2.5 After acceptance of the Quotation by the Customer in accordance with this Condition 2 the Quotation shall not be
amended otherwise than in accordance with these Conditions.

3. The Supplier’s Obligations

3.1 The Supplier shall use reasonable endeavours to provide the Services to the Customer in accordance in all material respects
with the Quotation.

3.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such
dates shall be estimates only and time shall not be of the essence of the Contract.

4. The Customer’s Obligations

4.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services; and

(b) provide, in a timely manner, such information as the Supplier may need or request in order to be able to provide the
Services including but not limited to any images, logos, copy, content, figures, statistics or corporate style guides
and shall ensure that such information is accurate in all material respects; and

(c) not copy, replicate or use any of the Supplier’s designs, documents, drawings, programmes or artworks or any such
other work or ideas produced or provided by the Supplier in connection with the Services without the permission of
the Supplier other than as expressly set out in these Conditions.

4.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of
the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses
sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

4.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred
by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage
to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere)
arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any
of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in
writing.

5. Amendment to the Quotation and the Services

5.1 After the formation of a Contract in accordance with Condition 2, the Customer and the Supplier shall communicate
regularly (whether in person, or by phone, fax or email) to discuss matters relating to the Services. If either party wishes to
change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

5.2 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time,
provide a written estimate to the Customer of (where applicable):

(a) any additional time required to implement the change;
(b) any variations to the Supplier’s charges arising from the change;
(c) the likely effect of the change on the Quotation; and

(d) any other impact of the change on the terms of the Contract.

5.3 If the Customer wishes the Supplier to proceed with any such change, the Supplier has no obligation to do so unless and
until the parties have agreed in writing on the necessary variations to the Supplier’s charges, the Services, the Quotation
and any other relevant terms of the Contract to take account of such change.

6. Charges and Payment

6.1 Condition 6.2 shall apply if the Supplier provides the Services on a time and materials basis. Condition 6.3 shall apply if the
Supplier provides the Services for a fixed price. The remainder of this Condition 6 shall apply in either case.

6.2 Where the Services are provided on a time and materials basis:

(a) the charges payable for the Services shall be calculated in accordance with the Supplier’s hourly fee rates as notified
to the Supplier in the Quotation but as may be amended from time to time upon any such amendments being
notified in writing to the Customer by giving not less than 5 business days’ notice;

(b) the Supplier shall (as it shall determine in its sole discretion or unless otherwise agreed with the Customer)
invoice the Customer for time, expenses and materials as follows (and as may be more specifically set out in the
Quotation):

(i) upon completion of an agreed stage of the Services; or
(ii) upon completion in full of the Services for all amounts not yet invoiced; or(iii) at any time during the term
of the Contract for Services provided up to the date of such invoice; or
(iv) at such other time as may be provided for in these Conditions.

6.3 Where the Services are provided for a fixed price:

(a) The total price for the Services shall be the amount set out in the Quotation (unless otherwise amended by
agreement between the parties in accordance with these Conditions).

(b) Any additional Services outside those specified in the Quotation and agreed to be provided by the Supplier in
accordance with these Conditions shall be charged at an hourly rate as agreed between the parties.

(c) The Customer shall pay the total cost of all Services provided by the Supplier (without deduction or set-off) together
with expenses and the costs of materials where appropriate in accordance with these Conditions and any payment
provision set out in the Quotation.

6.4 Any fixed price and/or hourly rate specified in the Quotation excludes:

(a) the cost of any materials or printing costs other than as expressly provided for in the Quotation;

(b) the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of
the Services;

(c) the cost of a hotel, subsistence, or travelling where applicable;

(d) any other ancillary expenses reasonably incurred by the Supplier in connection with the provision of the Services
including but not limited to postage, courier costs, purchasing of images or royalties payable on imagery purchased
by the Supplier.

All such expenses, materials and third party services referred to in this Condition 6.4 shall be invoiced by the Supplier at cost.

6.5 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt
of the invoice.

6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date,
the Supplier may:

(a) charge interest on such sum from the due date for payment at the annual rate of 8% above the Bank of England
Base Rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 accruing
on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
and

(b) suspend all Services until payment has been made in full.

6.7 Time for payment shall be of the essence of the Contract.

6.8 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other
provision. This Condition 6 is without prejudice to any right to claim for interest under the law, or any such right under the
Contract.

6.9 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier
against any liability of the Supplier to the Customer.

7. Intellectual Property Rights

7.1 No right or licence is granted to the Customer or any other party under the Contract or any agreement to which these
Conditions apply in respect of any Intellectual Property Rights of the Supplier or any third party other than as expressly set
out in these Conditions or as may be expressly agreed in writing by the Supplier and the Customer or any other party.

7.2 Where any designs or specifications have been supplied by the Customer to the Supplier then the Customer warrants that
the use of those designs or specifications by the Supplier in connection with the provision of the Services shall not infringe
the rights of any third party.

7.3 The copyright in any documents, drawings, programmes, artworks or any other works supplied to the Supplier hereunder
by or on behalf of the Customer is deemed to be the property of the Customer and the Customer hereby consents to
the Supplier using and reproducing any such documents, drawings, programmes, artworks or such other works used in
connection with the provision of the Services for any promotional or publicity requirements of the Supplier without further
reference to the Customer and free of charge.

7.4 All designs, concepts, copy, straplines, documents, drawings, programmes, artworks and any other works generated
by the Supplier in providing the Services (the “Works”) (and all Intellectual Property Rights therein, of whatever nature
and wherever in the world subsisting) shall be owned by and vest in the Supplier other than as expressly set out in
these Conditions or as may be expressly agreed in writing between the Supplier and the Customer. In the event that
the Customer shall own the Intellectual Property Rights in any of the Works by virtue of such express agreement with
the Supplier, the Customer agrees that the Supplier may reproduce those Works for the purposes of the Supplier’s own
publicity or promotion without further reference to the Customer and free of charge.

7.5 The Customer acknowledges that in providing the Services the Supplier may have to enter into agreements in relation
to works in which third parties own the Intellectual Property Rights (“Third Party Works”) to enable the Supplier and the
Customer to make use of Third Party Works in connection with the Works provided by the Supplier to the Customer. The
Customer agrees to use Third Party Works only in a way which is consistent with the rights or permission granted to the
Supplier by such third parties and of which the Supplier shall inform the Customer.

7.6 Subject to the terms of this Condition 7, the Supplier licences all such Intellectual Property Rights it owns in the Works to
the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer
to make reasonable use of the Works (or such part of them as the case may be) in respect of either:

(a) such part of those Works which the Customer chooses as the final design or piece of work (including any variations
(if any) to such chosen Works provided by the Supplier but excluding those Works which have been rejected by
the Customer) provided that the Customer has fully complied with all of its obligations as may be set out in the
Contract and these Conditions (in particular in respect of its payment obligations as set out in Condition 6); or

(b) in the event the Contract is terminated in accordance with Condition 10.1(b), such part of those Works so far
produced by the Supplier and provided to the Customer and which have not been rejected by the Customer
(including any variations (if any) to the Works provided by the Supplier) prior to the termination of the Contract
provided that the Customer has fully complied with all of its obligations as may be set out in the Contract and
these Conditions (in particular in respect of its payment obligations as set out in Condition 6).

8. Confidentiality

8.1 The Customer shall keep in strict confidence all information (in whatever form), which is of a confidential nature and
has been disclosed to the Customer by the Supplier and any other confidential information concerning the Supplier’s
business which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its
employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer’s obligations
to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality
corresponding to those which bind the Customer. This Condition 8.1 shall survive termination of the Contract, howsoever
arising.

8.2 All information provided by the Customer to the Supplier in connection with the provision of the Services which the
Customer informs the Supplier is confidential and/or commercially sensitive shall be treated as and kept confidential by the
Supplier.

9. Limitation of Liability

9.1 This Condition 9 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Customer in respect of any breach of the Contract, any use made by the
Customer of the Works or the Services or any part of it and any representation, statement or tortious act or omission
(including negligence) arising under or in connection with the Contract.

9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law,
excluded from the Contract.

9.3 Nothing in these Conditions limits or excludes the liability of the Supplier for death or personal injury resulting from
negligence or for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by
the Supplier.

9.4 Subject to Condition 9.2 and Condition 9.3 the Supplier shall not be liable for loss of profits, loss of business, depletion of
goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of
data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expense.

9.5 Subject to Condition 9.2 and Condition 9.3 the Supplier’s total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated
performance of the Contract shall be limited to the price paid for the Services.

10. Termination

10.1 Subject to Condition 10.3, the Contract shall terminate automatically:

(a) upon completion of all the Services to be provided by the Supplier (as set out in the Quotation or as otherwise
agreed by the parties in accordance with these Conditions) and the payment in full by the Customer of any monies
owing to the Supplier in connection with the provision of the Services or otherwise; or

(b) upon either party giving the other party 10 business days’ written notice to terminate and the payment in full by
the Customer of any monies owing to the Supplier in connection with the provision of the Services or otherwise up
to the point of termination.

10.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract
without liability to the other immediately on giving notice to the other if:

(a) the other party commits a breach of the Contract and, in the case of a breach capable of being remedied, fails to
remedy it within 30 days of being given written notice to do so; or

(b) an encumbrancer takes possession of or a receiver is appointed over any of the property or assets of that other
party; or

(c) the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
or

(d) the other party goes into liquidation (except for the purposes of an amalgamation, reconstruction or other
reorganization and in such manner that the company resulting from the reorganization effectively agrees to be
bound by or to assume the obligations imposed on that other party under the Contract or these Conditions) or the
other party, if an individual, enters into bankruptcy proceedings; or

(e) the other party ceases or threatens to cease to carry on business; or

(f) the other party undertakes any action or has any action taken against it analogous to the foregoing in any
jurisdiction.

10.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s
outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted,
the Supplier may submit an invoice, which shall be payable immediately on receipt. Where the Supplier is still in the process
of providing the Services, the Customer shall be liable to pay the Supplier immediately on a quantum meruit basis (as
calculated and determined by the Supplier in its sole discretion) for all work carried out and for all expenses incurred by
the Supplier on the Customer’s behalf in connection with the provision of the Services as at the date of termination. The
accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly
surviving termination, shall not be affected.

11. Indemnity and Infringement of Third Party Rights

11.1 The Supplier warrants to the Customer that in providing the Services it shall not knowingly infringe the rights of any third
parties.

11.2 The Customer shall keep the Supplier fully indemnified against all losses and all actions, claims, proceedings, costs and
damages arising out of any claims made by a third party that the Supplier has infringed that third party’s rights, unless the
Supplier is in breach of the warranty in Condition 11.1 hereof.

11.3 The Customer shall indemnify the Supplier against any claim made by any third party and all damages awarded against the
Supplier and all costs and disbursements (including solicitor and counsel fees) incurred by the Supplier arising from the use
by the Customer or any third party of any of the Works supplied to the Customer by the Supplier in connection with the
provision of the Services which has been modified, combined or adapted by the Customer.

12. Force Majeure

The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its
obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable
control.

13. Variation

Other than as expressly provided in these Conditions, no variation of the Contract or these Conditions or of any of the documents
referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

14. Waiver

A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is
addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

15. Severance

If at any time any of the provisions of the Contract or these Conditions are or become illegal, invalid or unenforceable in any
respect under the law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions of the Contract or these Conditions nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall in any way be affected or impaired thereby.

16. No Representation

The Customer acknowledges and agrees that, in accepting the Quotation and in entering into the Contract it does not rely on any
undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Conditions or not) relating to the subject matter of the Quotation, other than as expressly set out in the Quotation.

17. Assignment

17.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in
any other manner with all or any of its rights or obligations under the Contract.

17.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights
or obligations under the Contract.

18. No Partnership or Agency

Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to
act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other
in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Rights of Third Parties

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not
intended to benefit, or be enforceable by, anyone else.

20. Notices

All notices to be given shall be in writing and may be given by post, email, fax or personal delivery. Notices to the Supplier or the
Customer shall be sent to the address, email address or fax number specified in the Contract or to such other place, email address or fax number as either party shall have notified to the other. Any notice, request, demand or other communication to be given or made shall be deemed effective (a) when actually received (if sent by email or fax transmission or (b) when left at the address mentioned above (if delivered personally) or (c) two business days after posting by first class addressed as required above (if given or made by letter).

21. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and
construed in accordance with the law of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the
English Courts.

© Rubberneck Creative (2010)