Definitions and InterpretationsThe following Terms and Conditions are a legal Agreement between Animate2Explain Limited hereinafter known as the “Supplier” and the “Client” for the purposes of creative design agency services. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

All clauses in this Agreement apply to any Project undertaken for any Client by the Supplier. By accepting a Proposal or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions. Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.

Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.

Outline of Agreement

This Agreement details the Terms and Conditions agreed between the Parties for the design and development of a Project, (including technical and design details) or a service offered, hereinafter known as the “Project” for the Client to be undertaken by the Supplier.

Detailed Project Specification

The Parties have agreed a detailed Project specification as defined in the Client’s Proposal. Any amendments proposed to this Project specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.

Any updates which are agreed to be undertaken by the Supplier in the Clients Proposal including but not limited to text changes, image changes and video changes will be undertaken for a maximum of one year unless expressly stated in the Clients Proposal, after which time they will become chargeable to the Client at our usual hourly rate.

If such proposed amendments incur additional expense the Supplier is entitled to seek further payment to cover such expense.

It is the Client’s responsibility to carry out any market research as to the viability and profitability of any Project before accepting any Quotation or Proposal.

Terms & Conditions

Animate2Explain Ltd

180 Piccadilly, London, W1J 9HF, www.animate2explain.com

Fees and Payment

The Client will pay the agreed fees to the Supplier on delivery of the Project, completed according to the Project specification detailed in the Proposal. The Supplier will invoice the Client and the Client will pay the invoice, including Value Added Tax, (VAT) at the prevailing rate.

If the project is not completed within a 12 month time frame through no fault of the Supplier, the Supplier will require full payment for the agreed project amount. The project will then continue once the Supplier receives all content required to complete the project. If the Supplier does not receive all content within a reasonable time frame of 18 months from the start date of the project, we reserve the right to redevelop aspects of the project which we deem to be obsolete, any costs incurred will be chargeable to the Client.

We reserve the right to amend our proposals, quotes or estimates if during a project we uncover unforeseen or additional works that were not known prior to the beginning the project.

Payments may be made by BACS, cash, cheque, or (for overseas Client’s), Pound Sterling International Money Order or previously agreed electronic funds transfer. The Supplier reserves the right to charge the Client any fees encountered as a result of such transfer.

Payment shall, unless otherwise agreed in writing, be made in full without any deduction or setoff within 30 days of the date of the invoice, except COD (Cash on Delivery) invoices, where immediate payment is required.

Interest shall be payable on overdue payments at the rate of 4% over Barclays Bank base rate to run from the due date for payment thereof until receipt by the Supplier of the full amount whether or not after judgement.

Where an account requires litigation to collect an overdue debt an administration fee of 200.00 plus VAT at the prevailing rate will be payable. Client’s whose accounts become overdue agree to pay the Supplier reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

The Supplier shall be considered entitled to remove the Suppliers’ and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, subcontractors, printers, photographers and libraries. Removal of such materials does not relieve the Client of their obligation to pay the due amount.

The Supplier will require payment on the completion of development milestones where the Project involves considerable design and development time to implement. Such development milestones and the amount of payment for the completion of each milestone to be included within the Project specification as defined in the Proposal or if not specified in the Proposal to be agreed in writing by the parties prior to the commencement of the Project.

The Supplier reserves the right to decline further work on a Project if there are invoices outstanding with the Client.

If a percentage of the total quoted price is required as a deposit, as outlined in the Client Proposal, this must be received and cleared before Project commencement.

Animate2Explain Ltd

180 Piccadilly, London, W1J 9HF, admin@animate2explain.com

Quotations and Proposals are valid for 30 days and all prices quoted exclude VAT unless otherwise stated.

Any credit provided to the Client may be changed or withdrawn at any time.

The Supplier reserves the right to alter prices at any time without prior notice. If a Quotation or Proposal at an original price has been made it will be valid for 30 days and subsequently during the life of the current commission, however additional work may be charged using the new pricing structure. All Projects are subject to a minimum charge.

Expenses

The Client will pay the expenses incurred by the Supplier during the Project, including travel to the offices of the Client where required, the purchase of computer consumables required for the Project and such other reasonable expenses directly related to the Project.

The Supplier will inform the Client in writing in advance if significant expenses not covered by the above clause that have to be incurred during the Project.

Delivery

The Supplier will deliver the completed Project to the Client as outlined in the Proposal.

If the Client requires the completed Project to be loaded onto a fileserver using File Transfer Protocol (FTP) the Supplier is entitled to make an additional reasonable charge for this service.

The Client is responsible for ensuring that the intended fileserver or disk space on the fileserver is properly configured. The Supplier will not load the completed Project onto a publicly available fileserver or disk space on such a fileserver until full payment is made. The Client may only use or publish the completed Project web site once full payment has been made to the Supplier.

At Project acceptance the Supplier can provide an estimated completion date, however, we

cannot guarantee this date as a final completion date.

The Supplier reserves the right to refuse to construct a Project that they may judge as unfit due to content or otherwise.

Delivery of Content & Materials

The Client undertakes to deliver all the content and materials required for the Project and in the formats requested to the Supplier before commencement of the Project or at the milestones outlined in the Proposal.

Where this is not possible the Client will deliver such outstanding content and materials to the Supplier within 30 days of the start of the Project or milestone.

The Client will notify the Supplier in writing (as soon as possible) of any delays in delivering content and materials required for the Project and provide the Supplier with a revised timetable for supplying such content and materials. The Supplier will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or no delivery of content and materials by the Client where required by the supplier for the project.

Notice

Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email, personal delivery, prepaid recorded delivery, first class post, or facsimile transmission to the receiving party as set out in this clause.

180 Piccadilly, London, W1J 9HF, admin@animate2explain.com

Any such notice shall be deemed to be effectively served as follows:

In the case of service by prepaid recorded delivery or first class post 48 hours after posting.

In the case of service by email, or facsimile transmission on the next working day.

Confidentiality

Both parties shall keep confidential the specific terms of this Agreement and Project and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing the Project detailed in this Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the Project or for a minimum period of 2 years after the completion of the Project, except where such disclosure is required by law or by order of a court in the jurisdiction of England.

The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.

Credits and Publicity

Subject to the Confidentiality clause above, the Client shall be able to refer to their working relationship with the Supplier for press and publicity purposes after receiving the written approval of the Supplier regarding the content of any such material.

Subject to the Confidentiality clause above, the Supplier shall be able to refer to their working relationship with the Client for press and publicity purposes. The Client agrees to allow the Supplier to place websites and other designs, along with a link to the Client’s site on the Supplier’s own website for demonstration purposes and to use any designs in its own publicity.

Intellectual Property Rights

The Client undertakes to secure all copyright and any other appropriate licenses, clearance or consents where required for the content and materials to be incorporated into the Project by the Supplier.

The Client grants to the Supplier for the term of this Agreement and Project a non-exclusive,  revocable, royalty-free license to use its name, logos, trademarks or devices (“Intellectual Property”) for the purposes of creating the Project.

Neither party shall make any claim to the other party’s content, materials or services during or after the expiry of this Agreement.

Neither party shall make any claim to the other party’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.

Neither party shall register or cause to be registered any company name materially similar to that of the other party.

The copyright for all material provided by the Supplier, such as source code, graphics, photographs video, animation and text, will remain the property of the Supplier until such time as payment has been made in full where upon they will become the property of the Client.

180 Piccadilly, London, W1J 9HF, admin@animate2explain.com

If a choice of design is presented, only one solution is deemed to be given by the Supplier as fulfilling the contract. All other designs remain the property of the supplier, unless agreed in writing that this arrangement has been changed.

Support

The Supplier will provide 30 days support from launch date as standard with all projects developed. This support agreement covers problems which may arise after project completion where the original specification has not been met or the project is not functioning as agreed by both the Client and the Supplier previously This support agreement does not cover fundamental changes and deviation from the original specification including but not limited to image edits, changes in functionality and text. If the Client has caused issues through misuse of their CMS during this 30 day support period the Supplier reserves the right to charge for support at the Supplier’s discretion and usual hourly rate.

After the 30 day support period has expired support will be chargeable including any errors and issues which take developers time to investigate. The Supplier will charge a standard 1 hour fee at a standard rate to investigate the issue before supplying the Client with an estimate for the time needed for the work to be completed and the associated cost. The Client is not obliged to proceed with any charges.

Warranties

The Client confirms that to the best of their knowledge and belief that the content and materials supplied by the Client for the purposes of the Project are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation.

Indemnities and Limitation of Liability

Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.

The Client agrees to indemnify the Supplier against any claims, damages, losses, costs and expenses which the Supplier may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.

The Client acknowledges that it is for the Client to ensure that the resulting Project does not infringe the laws of any jurisdiction within which it is actively promoted.

180 Piccadilly, London, W1J 9HF, admin@animate2explain.com

The Supplier agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of the Confidentiality and Intellectual Property Rights clauses of this Agreement committed by the Supplier.

Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

Termination

Either party may terminate this Agreement immediately in the event that: Either party commits a serious, grave or material breach or persistent breaches of this

Agreement including non performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.

Furthermore this Agreement may be terminated in the event that:
(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or

(b) Being a company becomes subject to an administration order or goes into liquidation,

(other than for the purpose of amalgamation or reconstruction), or

(c) Has a receiver appointed to administer any of its property or assets, or

(d) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors,

or

(e) Fails to make payment in accordance with the terms of this Agreement.

On the termination of this Agreement any completed parts of the Project already delivered to the Client or test examples of the Project not already paid for by the Client will be returned to the Supplier. Furthermore the Client shall not retain any copies of the returned Project, parts thereof or test examples of the Project.

Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, the Confidentiality and Intellectual Property Rights clauses and this clause).

Assignment

Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.

Force Majeure

Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.

180 Piccadilly, London, W1J 9HF, admin@animate2explain.com

Joint Venture or Partnership

Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.

NonSolicitation

The Client undertakes during the Project development period and for a period of six months after its completion not to directly or indirectly solicit or induce any of the Supplier’s employees to leave the employment of the Supplier whether to work on a freelance or consultancy basis or to be directly employed by the Client.

General

The Client agrees to allow the Supplier all necessary access to computer systems, servers and other locations, as required, in order to complete a Project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The Client also agrees to allow the Supplier access to any computer systems, usernames and passwords required to remove material, data and/or sites for failure to comply with these Terms and Conditions.

Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.

It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorised representatives.

This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.

After completion of the Client’s project, the Supplier provides support on how to edit the website via the cms (if applicable) by screen share or similar as standard , on site training can be provided at extra cost. After the training is complete all support will be chargeable to the Client at our usual hourly rate.

Any changes to the project outside the scope of the original agreed proposal are chargeable.

After the site has been signed off for launch all changes to the project are chargeable.

Jurisdiction

This Agreement shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.