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Terms of Business

The following terms constitutes an offer by the Client to purchase the Services by Digital Workroom
Ltd. subject to and in accordance with the terms and conditions of the Agreement.

Terminology:

Client The company or individual requesting the services of Digital Workroom Ltd.

Digital Workroom Ltd. Primary developer/designer site owner & employees or affiliates.

Services The Service Provider shall provide the following (Services) to the Client.

The project the body of work that is being undertaken, normally consisting of several connected
parts, such as consultation, graphic design, mobile applications, website development and or hosting

1. In supplying the Services, Digital Workroom Ltd. shall:

1.1 co-operate with the Client in all matters relating to the Services and comply with
all the Clients instructions;

2. Delivery of the Services

Delivery

2.1 perform the Services with all reasonable care, skill and diligence in accordance with
good industry practice in the web industry, profession or trade;

2.2 use Staff who are suitably skilled and experienced to perform tasks assigned to
them, and in sufficient number to ensure that Digital Workrooms obligations are
fulfilled in accordance with the Agreement;

2.3 ensure that the Services shall confirm with all descriptions and specifications set
out in the Specification;

2.4 comply with all applicable laws; and

2.5 the services will be provided on an ad-hoc basis and will be costed and pre-
approved by the Client before work commences. Digital Workroom Ltd. agrees to
provide the parts of the services like equipment, tools and other items that are
required as set out in each pre-approved Service Agreement.

3. Charges & Payment

3.1 Charges for services to be provided by Digital Workroom Ltd are defined in the
project quotation that the Client receives via e-mail. Quotations are valid for a
period of 30 days. Digital Workroom Ltd reserves the right to alter or decline to
provide a quotation after expiry of the 30 days.

3.2 Unless agreed otherwise in writing by Digital Workroom Ltd., Digital Workroom
Ltd. shall invoice the Client 25% upfront for any flat fee projects of a value higher
than 1000(or equivalent amount in other currencies), payable in full before work
commences.

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3.3 Invoices will be provided by Digital Workroom Ltd. upon the Completion Date. All
amounts stated are exclusive of VAT which shall be charged at the prevailing rate.
The Client shall, following the receipt of a valid VAT invoice, pay to Digital Workroom
Ltd. a sum equal to the VAT chargeable in respect of the Services. Invoices are
normally sent via email in a pdf attachment; however, the Client may choose to
receive hard copy invoices. Invoices are due upon receipt. Invoices are normally due
within fifteen (15) or thirty (30) days of receipt after which a reminder will be sent to
the Client. If the invoice has not been settled after sixty (60) days then Digital
Workroom Ltd. will consider the account to be in default.

3.4 Payment for services is due by cheque or bank transfer. Cheques should be made
payable to Digital Workroom Ltd and sent to Digital Workroom Ltd, 30
Balsam Road, West Timperley, Altrincham WA14 5DR. Bank details will be made
available on invoices.

3.4.1 Other payments options such as PayPal is available upon request on the
copy of each invoice.

3.4.2 Any charges payable under this Agreement are exclusive of any applicable
taxes, tariff surcharges or other like amounts assessed by any government
arising as a result of the provision of the Services by Digital Workroom Ltd.
to the Client under this Agreement and such be payable by the Client to
Digital Workroom Ltd. in addition to all other charges payable hereunder.

3.4.3 In consideration of the supply of the Services by Digital Workroom, the

Client shall pay Digital Workroom Ltd. the invoiced amounts no later than 30
days after verifying that the invoice is valid and undisputed. The Client may,
without prejudice to any other rights and remedies under the Agreement,
withhold or reduce payments in the event of unsatisfactory performance.

3.4.3.1 If the Client fails to consider and verify an invoice in a timely

fashion the invoice shall be regarded as valid and
undisputed for the purpose of paragraph 6.4.3 after a
reasonable time has passed. Accounts that remain unpaid
thirty (30) days after the date of the invoice will be assessed
a service charge; at the interest rate specified in the Late
Payment of Commercial Debts (Interest) Act 1998.

4. Client Review

4.1 Digital Workroom Ltd. will provide the Client with an opportunity to test and
review fully any application on the appearance and content of the project during
the design phase and once the overall project development is completed. At the
completion of the project, such materials will be deemed to be accepted and
approved unless the Client notifies Digital Workroom Ltd. otherwise within ten (10)
days of the date the materials are made available to the Client.

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5. Project Schedule and Content Control

5.1 Digital Workroom Ltd. will install and publicly post or supply the Client's project by
the date specified in the project proposal, or at date agreed with Client upon Digital
Workroom Ltd. receiving initial payment, unless a delay is specifically requested by
the Client and agreed by Digital Workroom Ltd.

In return, the Client agrees to delegate a single individual as a primary contact to

aid Digital Workroom Ltd. with progressing the commission in a satisfactory and
expedient manner.

During the project, Digital Workroom Ltd. will require the Client to provide project
content; text, images, movies and sound files

Digital Workroom Ltd is a small business, to remain efficient we must ensure

that work we have programmed is carried out at the scheduled time. On occasions
we may have to reject offers for other work and enquiries to ensure that your work
is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any
occasion where progress cannot be made with your project because we have not
been given the required information in the agreed time frame, and we are delayed
as result, we reserve the right to impose a surcharge of up to 25%. If your project
involves Search Engine Optimisation we need the text content for your site in
advance so that the SEO can be planned and completed efficiently.

If you agree to provide us with the required information and subsequently fail to
do within one week of project commencement we reserve the right to close the
project and the balance remaining becomes payable immediately. Simply put, all
the above condition says is do not give us the go ahead to start until you are
ready to do so.

NOTE: Text content should be delivered as a Microsoft Word, email (or similar)
document with the pages in the supplied document representing the content of
the relevant pages on your project. These pages should have the same titles as the
agreed mobile application or website pages. Contact us if you need clarification on
this.

Using our content management system you are able to keep your content up to
date your self.

6. Additional Expenses

6.1 Client agrees to reimburse Digital Workroom Ltd for any additional expenses
necessary for the completion of the work. Examples would be purchase of special
fonts, stock photography etc.

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7. Project Compatibility

7.1 Digital Workroom Ltd makes every effort to ensure projects are designed to be
viewed by the majority of visitors. Projects like website are designed to work with
the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Safari &
Google Chrome, etc.). Projects like mobile applications are designed to work with
latest mobile operating system and a version behind from project start date. Client
agrees that Digital Workroom Ltd cannot guarantee correct functionality with
all browser software across different operating systems.

Digital Workroom Ltd cannot accept responsibility for projects which do not
display acceptably in new versions of browsers released after the projects have been
designed and handed over to the Client. As such, Digital Workroom Ltd reserves the
right to quote for any work involved in changing the design or codes
for it to work with updated browser software.

GENERAL TERMS

8. Intellectual Property Rights

8.1 Digital Workroom Ltd. agrees to grant to the Client a non-exclusive, irrevocable,
royalty free licence to use, copy and modify any elements of the Material not
specifically created for the Client as part of the Services. In respect of the
Material specifically created for the Client as part of the Services, Digital
Workroom Ltd. assigns the full title guarantee to the Client and any of the copyright,
other intellectual property rights and any other data or material used or subsisting in
the Material whether finished or unfinished. If any third party intellectual property
rights are used in the Material the Digital Workroom Ltd. shall ensure that it has
secured all necessary consents and approvals to use such third party intellectual
property rights for the Digital Workroom Ltd. and the Clients. For the purposes of
this clause, Material" shall mean the materials, in whatever form, used by the
Digital Workroom Ltd. to provide the Services and the products, systems, programs
or processes, in whatever form, produced by Digital Workroom Ltd. pursuant to this
Agreement.

9. Warranty

9.1 Digital Workroom Ltd. represents and warrants that

9.1.1 makes every effort to perform the Services with reasonable care and
skill; and

9.1.2 the Services and Materials given by Digital Workroom Ltd. to Client
under this Agreement will not infringe or violate any intellectual
property rights or other right of any third party.

10. Liability

10.2 Digital Workroom Ltd. hereby excludes itself, its Employees and or Agents from all
and any liability from:

Loss or damage caused by any inaccuracy;

Loss or damage caused by omission;

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Loss or damage caused by delay or error, whether the result of negligence or other
cause in the production of the web site;

Loss or damage to clients artwork/photos, supplied for the site. Immaterial

whether the loss or damage results from negligence or otherwise.

The entire liability of Digital Workroom Ltd. to the Client in respect of any claim
whatsoever or breach of this Agreement, whether or not arising out of negligence,
shall be limited to the charges paid for the Services under this Agreement in respect
of which the breach has arisen.

11. Termination

11.1 The Client may terminate the Agreement at any time by notice in writing to
Digital Workroom Ltd. to take effect on any date falling at least 1 month (or. If the
Agreement is less than 3 months in duration, at least 10 Working Days) later than
the date of service of the relevant notice.

11.2 Either party may terminate this Agreement upon notice in writing if:

11.2.1 the others is in material breach of any obligation under the

Agreement which is not capable of remedy;

11.2.2 repeatedly breaches any of the terms and conditions of the

Agreement in such a manner as to reasonably justify the opinion
that its conduct is inconsistent with it having the intention or ability
to give effect to the terms and conditions of the Agreement;

11.2.3 is in material breach of any obligation which is capable of remedy,

and that breach is not remedied within 30 days of Digital Workroom
Ltd. receiving notice specifying the breach and requiring it to be
remedied;

11.2.4 undergoes a change of control within the meaning of section

416 of the Income and Corporation Taxes Act 1988;
11.2.5 becomes insolvent, or if an order is made or a resolution is
passed for the winding up of the Supplier (other than
voluntarily for the purpose of solvent amalgamation or
reconstruction), or if an administrator or administrative
receiver is appointed in respect of the whole or any part of the
Suppliers or business, or if the Supplier makes any
composition with its creditors or takes or suffers any similar or
analogous action (to any of the actions detailed in this clause
11.2.6) in consequence of debt in any jurisdiction; or
11.2.6 fails to comply with legal obligations in the fields of
environmental, social or labour law.
11.3 The Supplier shall notify the Client as soon as practicable of any change of
control as referred to in clause 9.2.4 or any potential such change of control.

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11.4 Termination or expiry of the Agreement shall be without prejudice to the rights of
either Party accrued prior to termination or expiry and shall not affect the
continuing rights of the Parties under this clause and clauses nor shall it affect the
coming into force of any provision, hereof which is expressly or by implication
intended to come into or continue in force on or after such termination.

12. Indemnity

12.1 All Digital Workroom Ltd. services may be used for lawful purposes only. Client
agrees to indemnify and hold Digital Workroom Ltd. harmless from any claims
resulting from your use of our service that damages you or any other party.

13. Copyright

13.1 The Client retains the copyright to data, files and graphic logos provided by the
Client, and grants Digital Workroom Ltd. the rights to publish and use such
material. The Client must obtain permission and rights to use any information or
files that are copyrighted by a third party. The Client is further responsible for
granting Digital Workroom Ltd. permission and rights for use of the same and agrees
to indemnify and hold harmless Digital Workroom Ltd. from any and all claims
resulting from the Clients negligence or inability to obtain proper copyright
permissions. A contract for mobile applications or website development, design
and/or placement shall be regarded as a guarantee by the Client to Digital
Workroom Ltd. that all such permissions and authorities have been obtained.
Evidence of permissions and authorities may be requested.

Copyright of the finished assembled work of Web or App pages produced by Digital
Workroom Ltd. is owned by Digital Workroom Ltd. Upon final payment of this
Contract, the Client is assigned rights to use as a project the design, graphics,
and text contained in the finished assembled project. Rights to photos, graphics,
source code, work-up files, and computer programs are specifically not transferred
to the Client, and remain the property of their respective owners. Digital Workroom
Ltd. and its subcontractors retain the right to display graphics and other Web design
elements as examples of their work in their respective portfolios.

14. Confidentiality Digital Workroom Ltd.s Property

14.1 Digital Workroom Ltd. shall keep in strict confidence all technical or commercial
know-how, specifications, inventions, processes or initiatives which are of a
confidential nature and have been disclosed any other confidential information
concerning Digital Workroom Ltd.s business or its products which the Client
may obtain.

15. Non-Disclosure

15.1 Digital Workroom Ltd., its employees and sub-contractors agree that, except as
directed by the Client, it will not at any time during or after the term of this
Contract disclose any confidential information to any person whatsoever.

16. Standard Media Delivery Requirements

16.1 Unless otherwise specified in the project quotation, this Agreement assumes that
any text will be provided by the Client in electronic format (ASCII text files delivered

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via e-mail or FTP) and that all photographs and other graphics will be provided
physically in high quality print suitable for scanning or electronically
in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made
by Digital Workroom Ltd. to return to the Client any images or printed material
provided for use in creation of the Clients project, such return cannot be
guaranteed.

17. Access Requirements

17.1 If the Clients project is to be installed on a third-party server, Digital Workroom

Ltd. must be granted temporary read/write access to the Clients storage
directories which must be accessible via FTP. Depending on the specific nature of
the project, other resources might also need to be configured on the server.

18. Post-Placement Alterations

18.1 Digital Workroom Ltd. cannot accept responsibility for any alterations caused by a
third party occurring to the Clients projects once installed. Such alterations include,
but are not limited to additions, modifications or deletions.

19. Domain Names

19.1 Digital Workroom Ltd. may purchase domain names on behalf of the Client, in which
case they will then be renewed on an annual basis and the Client will be invoiced by
Digital Workroom Ltd. Payment and renewal of those domain names is the
responsibility of the Client. If a domain name expires, Digital Workroom Ltd.
cannot be held liable for any losses that arise from the expiration. All costs incurred
in transferring or changing the registered details of domain names will be met by the
Client. However, Digital Workroom Ltd. will make every reasonable effort to contact
the client regarding the domain name renewal. A reminder email will be sent
out to the client before the domain expires at thirty (30) and five (5) days before
expiration with a final email sent ten (10) days after the expiration date. The Client
is responsible to keep a record of the due dates for payment to ensure that payment
is received in good time.

20. General

20.1 These Terms and Conditions supersede all previous representations, understandings
or agreements. The Client's signature below or payment of an advance fee
constitutes agreement to and acceptance of these Terms and Conditions. Payment
online is an acceptance of our terms and conditions.

21. Governing Law and Jurisdiction

21.1 The validity, construction and performance of the Agreement, and all contractual
and non-contractual matters arising out of it, shall be governed by the law of
England and Wales (the Territory).

22. Severability

22.1 In the event any one or more of the provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be
unimpaired and the Agreement shall not be void for this reason alone. Such invalid,

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illegal or unenforceable provision shall be replaced by a mutually acceptable valid,

legal and enforceable provision, which comes closest to the intention of the parties
underlying the invalid,

23. Revisions of these Terms of Business

23.1 Digital Workroom Ltd. reserves the right to amend these terms and conditions at
any time, with 7 days written notice to the Client. Any objections to these
amendments should be submitted in writing to Digital Workroom Ltd. These terms
and conditions will always be available to download or print from our website.

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