DC PRODUCTION PARTNERS LTD LIMITED

TERMS & CONDITIONS FOR THE PURCHASE OF GOODS AND/OR SERVICES

Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions

“Business Day” means a day other than a Saturday, Sunday or public

holiday in England when banks in London are open for business;

“Commencement Date” has the meaning set out in clause 2.2;

“Conditions” means these terms and conditions as amended from time to

time in accordance with clause 17.7;

“Contract” means the contract between the Customer and the Supplier for

the supply of Goods and/or Services in accordance with these Conditions;

“Controller” has the meaning set out in Article 4(7) of the General Data

Protection Regulation;

“Customer” means DC Production Partners Ltd, a private company limited

by shares and registered in England with company number 12839095, the

registered office of which is situated at 39 Longman Court, Stationers Place, Hemel Hempstead HP3 9RS

“Customer Materials” has the meaning set out in clause 5.3(i);

“Data Protection Laws” means any data protection laws applicable in the

United Kingdom from time to time, including the Data Protection Act 2018 and

all subordinate legislation and the General Data Protection Regulation

(“GDPR”).

“Deliverables” means all documents, products and materials developed by

the Supplier or its agents, contractors and employees as part of or in relation

to the Services in any form or media, including, without limitation, drawings,

maps, plans, diagrams, designs, pictures, computer programs, data,

specifications and reports (including drafts);

“Goods” means the goods (or any part of them) set out in the Purchase

Order;

“Goods Specification” means any specification for the Goods, including any

related plans and drawings that is set out in the Purchase Order or otherwise

agreed in writing by the Customer and the Supplier;

“Intellectual Property Rights” means patents, rights to inventions, copyright

and related rights, trade marks, business names and domain names, rights in

get-up, goodwill and the right to sue for passing off, rights in designs,

database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in

each case whether registered or unregistered and including all applications

and rights to apply for and be granted, renewals or extensions of, and rights

to claim priority from, such rights and all similar or equivalent rights or forms

of protection which subsist or will subsist now or in the future in any part of

the world;

“Personal Data” has the meaning set out in Article 4(1) of the General Data

Protection Regulation but only in respect of personal data, or any part of such

personal data, in relation to which the Client is the Data Controller and in

relation to which the Supplier is providing services under this Agreement;

“Processing” has the meaning set out in Article 4(2) of the General Data

Protection Regulation and cognate terms shall be construed accordingly;

“Processor” has the meaning set out in Article 4(8) of the General Data

Protection Regulation;

“Purchase Order” means the Customer's order for the supply of Goods

and/or Services, as set out in the Customer's purchase order form;

“Services” means the services, including without limitation any Deliverables,

to be provided by the Supplier under the Contract as set out in the Service

Specification;

“Service Specification” the description or specification for Services set out

in the Purchase Order or otherwise agreed in writing by the Customer and the

Supplier; and

“Sub-processor” means a Processor who has been engaged by another

Processor to carry out specific Processing activities on behalf of the

Controller.

“Supplier” means the person or firm from whom the Customer purchases the

Goods and/or Services.

1.2 Construction

In these Conditions, the following rules apply:

(a) a “person” includes a natural person, corporate or unincorporated

body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors

or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such

statute or statutory provision as amended or re-enacted. A reference to

a statute or statutory provision includes any subordinate legislation

made under that statute or statutory provision, as amended or reenacted;

(d) any phrase introduced by the terms “including”, “include”, “in

particular” or any similar expression shall be construed as illustrative

and shall not limit the sense of the words preceding those terms; and

(e) a reference to “writing” or “written” includes faxes and e-mails.

2. Basis of contract

2.1 The Purchase Order constitutes an offer by the Customer to purchase Goods

and/or Services from the Supplier in accordance with these Conditions.

2.2 The Purchase Order shall be deemed to be accepted on the earlier of:

(a) the Supplier issuing written acceptance of the Purchase Order; or

(b) any act by the Supplier consistent with fulfilling the Purchase Order,

at which point and on which date the Contract shall come into existence (the

“Commencement Date”).

2.3 These Conditions apply to the Contract to the exclusion of any other terms

that the Supplier seeks to impose or incorporate, or which are implied by

trade, custom, practice or course of dealing.

2.4 All of these Conditions shall apply to the supply of both Goods and Services

except where the application to one or the other is specified.

3. Supply of Goods

3.1 The Supplier shall ensure that the Goods shall:

(a) correspond with their description and any applicable Goods

Specification;

(b) be of satisfactory quality (within the meaning of the Sale of Goods Act

1979) and fit for any purpose held out by the Supplier or made known to

the Supplier by the Customer, expressly or by implication, and in this

respect the Customer relies on the Supplier's skill and judgment;

(c) where applicable, be free from defects in design, materials and

workmanship and remain so for 12 months after delivery; and

(d) comply with all applicable statutory and regulatory requirements relating

to the manufacture, labelling, packaging, storage, handling and delivery

of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the

licences, permissions, authorisations, consents and permits that it needs to

carry out its obligations under the Contract in respect of the Goods.

3.3 The Customer shall have the right to inspect and test the Goods at any time

before delivery.

3.4 If following such inspection or testing the Customer considers that the Goods

do not conform or are unlikely to comply with the Supplier's undertakings at

clause 3.1, the Customer shall inform the Supplier and the Supplier shall

immediately take such remedial action as is necessary to ensure compliance.

3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully

responsible for the Goods and any such inspection or testing shall not reduce

or otherwise affect the Supplier's obligations under the Contract, and the

Customer shall have the right to conduct further inspections and tests after

the Supplier has carried out its remedial actions.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

(a) the Goods are properly packed and secured in such manner as to

enable them to reach their destination in good condition;

(b) each delivery of the Goods is accompanied by a delivery note which

shows the date of the Purchase Order, the Purchase Order number (if

any), the type and quantity of the Goods (including the code number of

the Goods (where applicable)), special storage instructions (if any) and,

if the Goods are being delivered by instalments, the outstanding

balance of Goods remaining to be delivered; and

(c) if the Supplier requires the Customer to return any packaging material

for the Goods to the Supplier, that fact is clearly stated on the delivery

note. Any such packaging material shall only be returned to the Supplier

at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods:

(a) on the date specified in the Purchase Order or, if no date is specified

therein, then such date as shall be agreed between the parties in

writing;

(b) to the location set out in the Purchase Order or as instructed by the

Customer before delivery (the “Delivery Location”); and

(c) during the Customer's normal hours of business on a Business Day, or

as instructed by the Customer.

4.3 Delivery of the Goods shall be completed on the completion of unloading of

the Goods at the Delivery Location.

4.4 If the Supplier delivers more or less than the quantity of Goods ordered, the

Customer may reject the Goods and any rejected Goods shall be returnable

at the Supplier's risk and expense. If the Customer accepts such a delivery, a

pro rata adjustment shall be made to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without the

Customer's prior written consent. Where it is agreed that the Goods are

delivered by instalments, they may be invoiced and paid for separately.

However, failure by the Supplier to deliver any one instalment on time or at all

or any defect in an instalment shall entitle the Customer to the remedies set

out in clause 6.1.

4.6 Title and risk in the Goods shall pass to the Customer on completion of

delivery.

5. Supply of Services

5.1 The Supplier shall from the date set out in the Purchase Order and for the

duration of this Contract provide the Services to the Customer in accordance

with the terms of the Contract.

5.2 The Supplier shall meet any performance dates for the Services specified in

the Purchase Order or notified to the Supplier by the Customer.

5.3 In providing the Services, the Supplier shall:

(a) co-operate with the Customer in all matters relating to the Services, and

comply with all instructions of the Customer;

(b) perform the Services with the best care, skill and diligence in

accordance with best practice in the Supplier's industry, profession or

trade;

(c) use personnel who are suitably skilled and experienced to perform

tasks assigned to them, and in sufficient number to ensure that the

Supplier's obligations are fulfilled in accordance with the Contract;

(d) ensure that the Services and Deliverables will conform with all

descriptions and specifications set out in the Service Specification, and

that the Deliverables shall be fit for any purpose expressly or impliedly

made known to the Supplier by the Customer;

(e) provide all equipment, tools and vehicles and such other items as are

required to provide the Services;

(f) use the best quality goods, materials, standards and techniques, and

ensure that the Deliverables, and all goods and materials supplied and

used in the Services or transferred to the Customer, will be free from

defects in workmanship, installation and design;

(g) obtain and at all times maintain all necessary licences and consents,

and comply with all applicable laws and regulations;

(h) observe all health and safety rules and regulations and any other

security requirements that apply at any of the Customer's premises;

(i) hold all materials, equipment and tools, drawings, specifications and

data supplied by the Customer to the Supplier (the “Customer

Materials”) in safe custody at its own risk, maintain the Customer

Materials in good condition until returned to the Customer, and not

dispose of or use the Customer Materials other than in accordance with

the Customer's written instructions or authorisation; and

(j) not do or omit to do anything which may cause the Customer to lose

any licence, authority, consent or permission upon which it relies for the

purposes of conducting its business, and the Supplier acknowledges

that the Customer may rely or act on the Services.

6. Customer remedies

6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the

applicable date, the Customer shall, without limiting its other rights or

remedies, have one or more of the following rights:

(a) to terminate the Contract with immediate effect by giving written notice

to the Supplier;

(b) to refuse to accept any subsequent performance of the Services and/or

delivery of the Goods which the Supplier attempts to make;

(c) to recover from the Supplier any costs incurred by the Customer in

obtaining substitute goods and/or services from a third party;

(d) where the Customer has paid in advance for Services that have not

been provided by the Supplier and/or Goods which have not been

delivered by the Supplier, to have such sums refunded by the Supplier;

and

(e) to claim damages for any additional costs, loss or expenses incurred by

the Customer which are in any way attributable to the Supplier's failure

to meet such dates.

6.2 If the Supplier has delivered Goods that do not comply with the undertakings

set out in clause 3.1, then, without limiting its other rights or remedies, the

Customer shall have one or more of the following rights, whether or not it has

accepted the Goods:

(a) to reject the Goods (in whole or in part) whether or not title has passed

and to return them to the Supplier at the Supplier's own risk and

expense;

(b) to terminate the Contract with immediate effect by giving written notice

to the Supplier;

(c) to require the Supplier to repair or replace the rejected Goods, or to

provide a full refund of the price of the rejected Goods (if paid);

(d) to refuse to accept any subsequent delivery of the Goods which the

Supplier attempts to make;

(e) to recover from the Supplier any expenditure incurred by the Customer

in obtaining substitute goods from a third party; and

(f) to claim damages for any additional costs, loss or expenses incurred by

the Customer arising from the Supplier's failure to supply Goods in

accordance with clause 3.1.

6.3 These Conditions shall extend to any substituted or remedial services and/or

repaired or replacement goods supplied by the Supplier.

6.4 The Customer's rights under this Contract are in addition to its rights and

remedies implied by statute and common law.

7. Customer's obligations

The Customer shall:

(a) provide the Supplier (or procure that the Supplier is so provided) with

reasonable access at reasonable times to the location set out in the

Purchase Order for the purpose of providing the Services; and

(b) provide such information as the Supplier may reasonably request for the

provision of the Services and the Customer considers reasonably

necessary for the purpose of providing the Services;

8. Charges and payment

8.1 The price for the Goods:

(a) shall be the price set out in the Purchase Order; and

(b) shall be inclusive of the costs of packaging, insurance and carriage of

the Goods, unless otherwise agreed in writing by the Customer. No

extra charges shall be effective unless agreed in writing and signed by

the Customer.

8.2 The charges for the Services shall be set out in the Purchase Order, and shall

be the full and exclusive remuneration of the Supplier in respect of the

performance of the Services. Unless otherwise agreed in writing by the

Customer, the charges shall include every cost and expense of the Supplier

directly or indirectly incurred in connection with the performance of the

Services.

8.3 In respect of Goods, the Supplier shall invoice the Customer within 15 days

after completion of delivery. In respect of Services, the Supplier shall invoice

the Customer within 15 days of completion of the Services. Each invoice shall

include such supporting information required by the Customer to verify the

accuracy of the invoice, including but not limited to the relevant purchase

order number. If an invoice is received later that 15 days after completion of

delivery of Goods or completion of the Services (as the case may be), the

Customer shall not be bound to pay the sums set out in the relevant invoice.

8.4 Unless otherwise agreed by the Customer in writing, in consideration of the

supply of Goods and/or Services by the Supplier, the Customer shall pay the

invoiced amounts within 30 days of the date of a correctly rendered invoice to

a bank account nominated in writing by the Supplier.

8.5 All amounts payable by the Customer under the Contract are exclusive of

amounts in respect of valued added tax chargeable from time to time

(“VAT”). Where any taxable supply for VAT purposes is made under the

Contract by the Supplier to the Customer, the Customer shall, on receipt of a

valid VAT invoice from the Supplier, pay to the Supplier such additional

amounts in respect of VAT as are chargeable on the supply of the Goods

and/or Services at the same time as payment is due for the supply of the

Goods and/or Services.

8.6 If a party fails to make any payment due to the other party under the Contract

by the due date for payment, then the defaulting party shall pay interest on

the overdue amount at the rate of 4% per annum above the base rate of

HSBC Bank Plc from time to time. Such interest shall accrue on a daily basis

from the due date until the date of actual payment of the overdue amount,

whether before or after judgment. The defaulting party shall pay the interest

together with the overdue amount. This clause shall not apply to payments

that the defaulting party disputes in good faith.

8.7 The Supplier shall maintain complete and accurate records of the time spent

and materials used by the Supplier in providing the Services, and the Supplier

shall allow the Customer to inspect such records at all reasonable times on

request.

8.8 The Customer may at any time, without limiting any of its other rights or

remedies, set off any liability of the Supplier to the Customer against any

liability of the Customer to the Supplier, whether either liability is present or

future, liquidated or unliquidated, and whether or not either liability arises

under the Contract.

9. Intellectual property rights

9.1 In respect of the Goods and any goods that are transferred to the Customer

as part of the Services under this Contract, including without limitation the

Deliverables or any part of them, the Supplier warrants that it has full clear

and unencumbered title to all such items, and that at the date of delivery of

such items to the Customer, it will have full and unrestricted rights to sell and

transfer all such items to the Customer.

9.2 The Supplier assigns to the Customer, with full title guarantee and free from

all third party rights, all Intellectual Property Rights in the products of the

Services, including for the avoidance of doubt the Deliverables.

9.3 The Supplier shall obtain waivers of all moral rights in the products, including

for the avoidance of doubt the Deliverables, of the Services to which any

individual is now or may be at any future time entitled under Chapter IV of

Part I of the Copyright Designs and Patents Act 1988 or any similar provisions

of law in any jurisdiction.

9.4 The Supplier shall, promptly at the Customer's request, do (or procure to be

done) all such further acts and things, and the execution of all such other

documents, as the Customer may from time to time require for the purpose of

securing for the Customer the full benefit of the Contract, including all rights,

title and interest in and to the Intellectual Property Rights assigned to the

Customer in accordance with clause 9.2. For the avoidance of doubt, the

Supplier shall not be permitted to use any Intellectual Property Rights owned

by the Customer (whether arising from the Services, the Deliverables or

otherwise) other than pursuant to the provision of the Services without the

prior written consent of the Customer.

9.5 All Customer Materials are the exclusive property of the Customer.

10. Data Protection

10.1 In the course of providing the Goods and Services, the Supplier may Process

Personal Data as a Sub-processor of the Customer for the purpose of

providing those Goods and Services. The Processing of the Personal Data

may be carried out for the duration of the provision of the Good and Services.

10.2 At all times and for all purposes in relation to any Personal Data Processed in

accordance with the Contract, the Customer shall be the Processor and the

Supplier shall be the Sub-processor.

10.3 The Customer, as Processor, of the Personal Data, shall remain directly liable

to the Controller for Processing carried out by the Supplier.

10.4 It is the responsibility of the Controller to ensure that Personal Data is

Processed lawfully, fairly and transparently in accordance with the principle of

the General Data Protection Regulations.

10.5 The Customer shall not instruct the Supplier to Process Personal Data on the

Controller’s behalf under the Contract where the Controller has stated to the

Customer that the Controller does not have a secure basis in law to Process

that Personal Data.

10.6 The Supplier shall Process the Personal Data only in accordance with the

Customer’s documented instructions and in accordance with the General

Data Protection Regulation and the Contract.

10.7 The Supplier shall have in place appropriate technical and organisational

security measures that protect the Personal Data it Processes on behalf of

the Controller from unauthorised or unlawful Processing, unauthorised

disclosure and access, accidental loss, destruction or damage. The Supplier

will assist the Customer in ensuring compliance with the obligations in relation

to security of Personal Data, the notification of Personal Data breaches and

data protection impact assessments.

10.8 The Supplier shall have in place appropriate technical and organisational

measures, insofar as this is possible, for the fulfilment of the Customer’s

obligation to respond to requests for exercising the data subject's rights.

10.9 The Supplier shall ensure that that anybody authorised to Process the

Personal Data has committed themselves to confidentiality.

10.10 The Supplier shall not engage any third party to Process Personal Data on

the Controller’s behalf.

10.11 The Supplier shall not share the Personal Data with any third party without

the prior written permission of the Controller or Process Personal Data in any

way or for any purpose that has not been instructed and authorised by the

Customer.

10.12 The Supplier shall not transfer Personal Data on to any territory outside the

European Economic Area, without prior written consent of the Customer and

unless there are appropriate safeguards in respect of the transfer.

10.13 The Supplier shall make available to the Customer all information necessary

to demonstrate compliance with the obligations laid down in this clause and

allow for and contribute to audits, including inspections, conducted by the

Customer or another auditor mandated by the Customer.

10.14 The Supplier will inform the Customer immediately upon becoming aware an

instruction may infringe the Data Protection Laws or other data protection law

of the EU or a member state.

10.15 The Supplier shall, at the choice of the Customer, delete or return all the

Personal Data to the Customer after the end of the provision of the Goods

and Services relating to Processing, and delete any existing copies.

10.16 The Supplier shall notify the Customer without undue delay after becoming

aware of a security incident relating to any Personal Data Processed by the

Supplier.

10.17 At the Customer’s request, the Supplier shall provide the Customer with a

copy of all Personal Data held by it in format and on media reasonably

specified by the Customer.

10.18 The Customer acknowledges that the Supplier is reliant on the Customer for

direction as to the extent to which the Supplier is entitled to use and Process

the Personal Data. Consequently, the Supplier will not be liable for any claim

brought by a data subject arising from any action or omission by the Supplier,

to the extent that such action or omission resulted directly from the

Customer's instructions.

11. Indemnity

11.1 The Supplier shall keep the Customer indemnified against all liabilities, costs,

expenses, damages and losses (including but not limited to any direct,

indirect or consequential losses, loss of profit, loss of reputation and all

interest, penalties and legal costs (calculated on a full indemnity basis) and all

other reasonable professional costs and expenses) suffered or incurred by

the Customer as a result of or in connection with:

(a) any claim made against the Customer for actual or alleged infringement

of a third party's intellectual property rights arising out of, or in

connection with, the manufacture, supply or use of the Goods, or

receipt, use or supply of the Services, to the extent that the claim is

attributable to the acts or omissions of the Supplier, its employees,

agents or subcontractors;

(b) any claim made against the Customer by a third party for death,

personal injury or damage to property arising out of, or in connection

with, defects in the Goods, to the extent that the defects in the Goods

are attributable to the acts or omissions of the Supplier, its employees,

agents or subcontractors; and

(c) any claim made against the Customer by a third party arising out of or in

connection with the supply of the Goods or the Services, to the extent

that such claim arises out of the breach, negligent performance or

failure or delay in performance of the Contract by the Supplier, its

employees, agents or subcontractors.

11.2 This clause 11 shall survive termination of the Contract.

12. Insurance

During the term of the Contract and for a period of two years thereafter, the

Supplier shall maintain in force, with a reputable insurance company,

professional indemnity insurance, product liability insurance and public liability

insurance to cover the liabilities that may arise under or in connection with the

Contract, and shall, on the Customer's request, produce both the insurance

certificate giving details of cover and the receipt for the current year's

premium in respect of each insurance.

13. Confidentiality

13.1 A party (the “receiving party”) 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 to the receiving

party by the other party (the “disclosing party”), its employees, agents or

subcontractors, and any other confidential information concerning the

disclosing party's business, its products and services which the receiving

party may obtain. In particular, the Supplier shall keep, and shall procure that

its employees, agents or subcontractors keep, strictly confidential all details of

any client(s) of the Customer and any event of such client(s) to which the

Contract relates.

13.2 The receiving party shall only disclose such confidential information to those

of its employees, agents and subcontractors who need to know it for the

purpose of discharging the receiving party's obligations under the Contract,

and shall ensure that such employees, agents and subcontractors comply

with the obligations set out in this clause as though they were a party to the

Contract. The receiving party may also disclose such of the disclosing party's

confidential information as is required to be disclosed by law, any

governmental or regulatory authority or by a court of competent jurisdiction.

13.3 This clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without limiting its other rights or remedies, the Customer may terminate the

Contract in whole or in part with immediate effect at any time before

satisfactory completion of the Services or delivery of the Goods, by giving the

Supplier written notice, whereupon the Supplier shall discontinue all work on

the Contract.

14.2 If all or part of the Services and/or delivery of the Goods are terminated in

accordance with clause 14.1, the Customer shall pay:

(a) for Services which have been satisfactorily provided by the Supplier (in

the reasonable opinion of the Customer) up to and including the date of

termination of such Services; and/or

(b) a fair and reasonable compensation for any work in progress on the

Goods at the date of termination (but such compensation shall not

include loss of anticipated profits or any consequential loss),

provided that the Supplier takes all reasonable steps to mitigate the

amount(s) due.

14.3 In any of the circumstances in these Conditions in which a party may

terminate the Contract, where both Goods and Services are supplied, that

party may terminate the Contract in respect of the Goods, or in respect of the

Services, and the Contract shall continue in respect of the remaining supply.

14.4 Without limiting its other rights or remedies, the Customer may terminate the

Contract with immediate effect by giving written notice to the Supplier if:

(a) the Supplier commits a material breach of the terms of the Contract and

(if such a breach is remediable) fails to remedy that breach within seven

days of receipt of notice in writing to do so, provided that any such

breach shall be deemed to be irremediable if it occurs within seven days

of the date on which the Goods are to be delivered or the supply of

Services is to be completed;

(b) the Supplier repeatedly breaches any of the terms of the Contract 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 of the Contract;

(c) the Supplier suspends, or threatens to suspend, payment of its debts or

is unable to pay its debts as they fall due or admits inability to pay its

debts or (being a company or limited liability partnership) is deemed

unable to pay its debts within the meaning of section 123 of the

Insolvency Act 1986 or (being an individual) is deemed either unable to

pay its debts or as having no reasonable prospect of so doing, in either

case, within the meaning of section 268 of the Insolvency Act 1986 or

(being a partnership) has any partner to whom any of the foregoing

apply;

(d) the Supplier commences negotiations with all or any class of its

creditors with a view to rescheduling any of its debts, or makes a

proposal for or enters into any compromise or arrangement with its

creditors other than (where a company) for the sole purpose of a

scheme for a solvent amalgamation of the Supplier with one or more

other companies or the solvent reconstruction of the Supplier;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is

made, for or in connection with the winding up of the Supplier (being a

company) other than for the sole purpose of a scheme for a solvent

amalgamation of the Supplier with one or more other companies or the

solvent reconstruction of the Supplier;

(f) the Supplier (being an individual) is the subject of a bankruptcy petition

or order;

(g) a creditor or encumbrancer of the Supplier attaches or takes possession

of, or a distress, execution, sequestration or other such process is

levied or enforced on or sued against, the whole or any part of its assets

and such attachment or process is not discharged within 14 days;

(h) an application is made to court, or an order is made, for the

appointment of an administrator or if a notice of intention to appoint an

administrator is given or if an administrator is appointed over the

Supplier (being a company);

13

(i) the holder of a floating charge over the assets of the Supplier (being a

company) has become entitled to appoint or has appointed an

administrative receiver;

(j) a person becomes entitled to appoint a receiver over the assets of the

Supplier or a receiver is appointed over the assets of the Supplier;

(k) any event occurs, or proceeding is taken, with respect to the Supplier in

any jurisdiction to which it is subject that has an effect equivalent or

similar to any of the events mentioned in clause 14.4(c) to clause

14.4(j)(inclusive);

(l) the Supplier suspends or ceases, or threatens to suspend, or cease, to

carry on all or a substantial part of its business; or

(m) the Supplier (being an individual) dies or, by reason of illness or

incapacity (whether mental or physical), is incapable of managing his

own affairs or becomes a patient under any mental health legislation.

14.5 Termination of the Contract, however arising, shall not affect any of the

parties' rights and remedies that have accrued as at termination.

14.6 Clauses which expressly or by implication survive termination of the Contract

shall continue in full force and effect.

15. Consequences of termination

On termination of the Contract for any reason, the Supplier shall immediately

deliver to the Customer all Deliverables whether or not then complete, and

return all Customer Materials. If the Supplier fails to do so, then the Customer

may enter the Supplier's premises and take possession of them. Until they

have been returned or delivered, the Supplier shall be solely responsible for

their safe keeping and will not use them for any purpose not connected with

this Contract.

16. Force majeure

16.1 Neither party shall be in breach of the Contract nor liable for delay in

performing, or failure to perform, any of its obligations under it if such a delay

or failure result from an event, circumstances or cause beyond its reasonable

control (a “Force Majeure Event”).

16.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a

Force Majeure Event on the performance of its obligations.

16.3 If a Force Majeure Event prevents, hinders or delays the Supplier's

performance of its obligations for a continuous period of more than 10

Business Days, the Customer may terminate the Contract immediately by

giving written notice to the Supplier.

17. General

17.1 Assignment and other dealings.

(a) The Customer may at any time assign, transfer, mortgage, charge,

subcontract or deal in any other manner with all or any of its rights or

obligations under the Contract.

(b) The Supplier may not assign, transfer, mortgage, charge, subcontract,

declare a trust over or deal in any other manner with all or any of its

rights or obligations under the Contract without the prior written consent

of the Customer.

17.2 Notices.

(a) Any notice or other communication given to a party under or in

connection with the Contract shall be in writing, addressed to that party

at its registered office (if it is a company) or its principal place of

business (in any other case) or such other address as that party may

have specified to the other party in writing in accordance with this

clause, and shall be delivered personally, or sent by pre-paid first class

post or other next working day delivery service, commercial courier, fax

or e-mail.

(b) A notice or other communication shall be deemed to have been

received: if delivered personally, when left at the address referred to in

clause 17.2(a); if sent by pre-paid first class post or other next working

day delivery service, at 9.00 am on the second Business Day after

posting; if delivered by commercial courier, on the date and at the time

that the courier's delivery receipt is signed; or, if sent by fax or e-mail,

one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any

proceedings or other documents in any legal action.

17.3 Severance. If any provision or part-provision of the Contract is or becomes

invalid, illegal or unenforceable, it shall be deemed modified to the minimum

extent necessary to make it valid, legal and enforceable. If such modification

is not possible, the relevant provision or part-provision shall be deemed

deleted. Any modification to or deletion of a provision or part-provision under

this clause shall not affect the validity and enforceability of the rest of the

Contract.

17.4 Waiver. A waiver of any right or remedy under the Contract or law is only

effective if given in writing and shall not be deemed a waiver of any

subsequent breach or default. No failure or delay by a party to exercise any

right or remedy provided under the Contract or by law shall constitute a

waiver of that or any other right or remedy, nor shall it prevent or restrict the

further exercise of that or any other right or remedy. No single or partial

exercise of such right or remedy shall prevent or restrict the further exercise

of that or any other right or remedy.

17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be

deemed to, establish any partnership or joint venture between the parties, nor

constitute either party the agent of the other for any purpose. Neither party

shall have authority to act as agent for, or to bind, the other party in any way.

17.6 Third parties. A person who is not a party to the Contract shall not have any

rights to enforce its terms.

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17.7 Variation. Except as set out in these Conditions, no variation of the Contract,

including the introduction of any additional terms and conditions, shall be

effective unless it is agreed in writing and signed by the Customer.

17.8 Governing law. The Contract, and any dispute or claim arising out of or in

connection with it or its subject matter or formation (including non-contractual

disputes or claims), shall be governed by, and construed in accordance with

the law of England and Wales.

17.9 Jurisdiction. Each party irrevocably agrees that the courts of England and

Wales shall have exclusive jurisdiction to settle any dispute or claim arising

out of or in connection with this agreement or its subject matter or formation

(including non-contractual disputes or claims).