Terms and conditions of service by Spherics Multimedia

In agreeing to the provision of any and all services from Spherics Multimedia, The Client is deemed to have read and understood these terms and conditions.

1 Provision of Service

1.1 The Contract between Spherics Multimedia and The Client incorporates these Terms and Conditions and covers the provision of service by Spherics Multimedia to The Client.

1.2 Any date proposed either by The Client or Spherics Multimedia for the provision of services shall be treated as an estimate only and shall be subject to any delay caused by the acts or omissions of any third Party over which the parties have no control. If either Party becomes aware of the possibility of any delay they shall immediately inform the other Party and each shall take any reasonable steps as appropriate required to prevent such delay.

1.3 Spherics Multimedia reserves the right to alter or amend these terms and conditions at any time by giving notification of any amendment. Notification will be deemed to have been given by displaying the date of the last amendment to these Terms and Conditions at the foot of this document.

2 Definition and application

2.1 In these Terms and Conditions:

"Client" - means The Client with whom Spherics Multimedia makes the Contract including a person reasonably appearing to Spherics Multimedia to act with that Client's authority;

"Client Material" ? means the proprietary material provided by The Client (including, but not limited to, images, artwork, documentation, video footage and audio files) to Spherics Multimedia in order for Spherics Multimedia to fulfill it?s obligations under this Contract;

"CMS" - means the Content Management System application, which is used by The Client to edit, upload and delete material from the Website;

"Confidential Information" - means any and all information of any kind whatsoever disclosed by either Party to the other prior to, or after the date of, this Contract in whatever form including, but not limited to, oral, written, electronic, graphic or electromagnetic form (and including without limitation any notes, information or analyses derived from such information however it is produced) and which may reasonably be considered as confidential information of the Party that discloses it;

"Contract" - means the contract for the provision of service between The Client and Spherics Multimedia that incorporates these terms and conditions;

"Deliverable" ? means a document, report, software, or other tangible work or design asset that forms part of the Services to be provided by Spherics Multimedia; "Domain " - means an Internet address, which has been registered with a reputable domain registrar on behalf of The Client;

"Hosting" - means the making available of The Client?s Website on the World Wide Web;

"Illegal" - means any act or acts, which are capable of breaching the criminal law of the Jurisdiction;

"Spherics Multimedia", "Spherics", "Spherics MM" - means Spherics Multimedia Ltd whose registered office is The Annexe, 23 Pulens Lane, Petersfield, Hampshire, GU31 4BZ, United Kingdom

"Look and Feel" - means the style, navigation, or design characteristics of the Website as identified by a reasonable man;

"Production Files" ? means the files with the extension .dir, .fla, .png, .edf, .ai, .asp, . .js, .ppj, .aef, .swt, .eps, .psd, .mdf, .vbp, .dll, .bas, .asa, cfm, .cfml, .aspx, .cls, .frm, .cab, .bat, .ocx, .sql, .mdb, .ssi, .txt, .frx, .vbw, .max, .p3d, .t3d, .3ds , .as, .cfc, .vsd, .vbproj, .sln, .vb, .resx, .user, .suo, . xml, .xsd and .exe;

"Quote or Quotation" ? means the official estimate document provided to The Client for the provision of services by Spherics Multimedia to The Client;

"Renewal Date" - means the date of renewal of the Contract between The Client and Spherics Multimedia, as defined per the terms of the Contract;

"Server" ? means the Server machine upon which the Website files reside which serves out information to users of the Website;

"Services" ? means the services and deliverables that are to the provided by Spherics Multimedia under this Contract;

"SLA" - means the Service Level Agreement to maintain Server uptime;

"Specifications" ? means the specification of the Services as outlined in the Contract.

"Studio Day" ? means one (1) day of Spherics Multimedia studio time consisting of between one (1) and two (2) members of the Spherics Multimedia production team working on the project at any one time;

"Studio Hour" - means one (1) hour of Spherics Multimedia studio time consisting of between one (1) and two (2) members of the Spherics Multimedia production team working on the project at any one time;

"Upload" - means the transfer of computer files to the Server for publication on the Internet and WWW;

"URL" - means Uniform Resource Locator which is a unique number associated with a name on the WWW i.e. http://www.spherics.co.uk is the URL for Spherics Multimedia;

"Website" - means the URL of The Client and/or the accompanying web space allocation for this URL for The Client on Spherics Multimedia's Server network;

"Written" means communicated via email or letter;

"WWW" - means World Wide Web service available on the Internet;

2.2 Spherics Multimedia and The Client are together referred to in these Terms and Conditions of Service as "the Parties" and individually as a "Party".

2.3 The clause headings are for the purpose of reference only and do not form part of the Contract nor do they affect the validity or enforceability of this Contract.

2.4 Any words in the singular include the plural and vice versa. Any words denoting the masculine shall include the feminine or neuter and vice versa. All definitions, notes, terms and conditions referred to in these Terms and Conditions of Service form part of the Contract as if they were expressly set out in it.

3 Spherics Multimedia's Responsibilities

3.1 Spherics Multimedia shall provide the Services on the terms and conditions set out in this Contract and in accordance with the specifications laid out therein.

3.2 Spherics Multimedia shall:

3.2.1 Apply all necessary skill, expertise and reasonable care in the performance of the Services;

3.2.2 Provide the Services in a timely and efficient manner and to a professional standard which is not less in any respect to the standards generally observed in the industry for similar services;

3.2.3 Comply with The Client's quality and other standards as directed by The Client;

3.2.4 Maintain an accurate record of periods worked for The Client under this Contract and to provide to The Client, on their request, written reports detailing work provided and the time taken to do so;

3.2.5 Provide the personal computing facilities necessary to complete its obligations under this contract;

3.2.6 Notify The Client as far as possible in advance of any periods during which its personnel are or will be unable to provide the Services outlined in this Contract due to holiday, sickness or third Party commitments. The Client?s consent to holiday absences is not required but Spherics Multimedia will take into account The Client?s requirements when approving absences;

3.3 Spherics Multimedia's method of working shall be at its own discretion but it will be directed in the overall provision of the Services by The Client and will comply with all reasonable directions given by The Client.

4 The Client's Responsibilities

4.1 The Client shall provide Spherics Multimedia with the necessary content, materials, sign off and feedback information as appropriate to enable Spherics Multimedia to perform its obligations within the time frame laid out in the Contract. Spherics Multimedia shall not be responsible for any failure or delay in performance of it's obligations under the Contract where the provision of the aforementioned material is not forthcoming. Furthermore, in the event of such failure or delay to provide said material, Spherics Multimedia shall be entitled to invoice for any remaining monies, and/or studio time allocated, due under the terms of the Contract, as studio time is pre-booked.

4.2 The Client shall evaluate the Deliverable that Spherics Multimedia delivers to The Client to verify that each conforms to the Specifications.

4.3 Once The Client has completed its evaluation of the each of the Deliverables, The Client shall notify Spherics Multimedia as to whether or not it considers the Deliverable to conform to the Specifications and if it does not, of the ways in which it does not conform. If The Client notifies Spherics Multimedia that it considers that the deliverable conforms to the Specification then The Client shall have accepted that Deliverable.

4.4 If The Client notifies Spherics Multimedia that it considers that any deliverable does not conform to the Specifications, then Spherics Multimedia shall modify that Deliverable so that it does conform to the Specifications and such modifications shall be included in the revised Deliverable to The Client. Spherics Multimedia shall not be entitled to charge The Client in respect of the reasonable time spent modifying a Deliverable under this subsection or in respect of any reasonable costs or expenses incurred by Spherics Multimedia in modifying a Deliverable under this subsection.

4.5 The Client agrees that its acceptance of a Deliverable shall be final and any further modification required by Spherics Multimedia post acceptance shall be considered out of scope works and Spherics Multimedia shall be entitled to charge The Client for reasonable time spent modifying a deliverable or in respect of any reasonable costs or expenses incurred by Spherics Multimedia in modifying a Deliverable under this subsection.

4.6 It is The Client's obligation to ensure that any material being uploaded to The Client's Website, either by Spherics Multimedia or by The Client directly is not in breach of copyright. Spherics Multimedia accepts no responsibility for The Client's actions in either uploading material to any Spherics Multimedia authorised web space, or to any other web space on any Server on the WWW.

4.7 Following the provision of a Spherics Multimedia CMS application it is The Client's obligation to ensure that they do not upload a virus which could infect a Spherics Multimedia or third party Server. The Client must not knowingly or otherwise allow a virus to enter the Internet community by allowing Internet users to download files containing viruses from their Website.

4.8 The Client agrees to keep secure and confidential all login names and passwords provided by Spherics Multimedia to The Client. In the event of The Client's login name and password being disclosed to an unauthorised person, The Client shall inform Spherics Multimedia immediately so new login names and password can be issued. Spherics Multimedia accepts no responsibility for any liability arising from the aforementioned disclosure.

4.9 The Client agrees not to upload any material, which would be considered to be contrary to public decency and morality. Spherics Multimedia reserve the right to randomly inspect Websites and in the event that any unauthorised material has been uploaded to that Web site, Spherics Multimedia reserve the right to inform the authorities and to terminate this Contract forthwith. Uploaded material would expressly include, but not be limited to, pornographic, barbaric and overtly tasteless material.

4.10 The Client agrees that it shall not cause or permit or in any way assist in any unauthorised publication, any dissemination of any defamatory material or any material which could be considered to be in breach of the criminal laws of the Jurisdiction.

4.11 The Client agrees not to do any act or omission, the result of which would have the effect of bringing Spherics Multimedia into disrepute.

5 Look and Feels

5.1 Spherics Multimedia shall provide The Client with the number of Look and Feels as detailed in the Contract or Quote following receipt of a design or technical brief from The Client. Spherics Multimedia shall modify one Look and Feel as directed by The Client.

5.2 Spherics Multimedia shall be entitled to charge The Client for reasonable time spent developing additional Look and Feels other than those provided for in the Contract or Quote document, subject to written approval by The Client.

6 Warranties and Indemnities

6.1 Spherics Multimedia represents, warrants and covenants that:

6.1.1 The Deliverables shall provide the facilities and the functions set out or referred to in the Contract;

6.1.2 Any software included in the Deliverables and the Third Party Software (if any) shall not contain any fault, error or malfunction which adversely affects the operation of the software and in particular, (without limitation), shall; (i) properly record and process data which comprises, includes or is referenced by any date on or after 1 January 2000 (where relevant); and (ii) shall not contain a self-replicating computer program which is designed to cause or which is likely to cause damage to the user?s files and/or annoyance to the user;

6.1.3 Spherics Multimedia has the full and exclusive right and power to; (i) enter into and perform the Spherics Multimedia?s obligations under the Contract; and (ii) assign to The Client (or such person or persons as Client may on a case by case basis nominate in writing prior to such assignment) the copyright and other intellectual property rights (including any neighbouring rights) in the Deliverables as laid out in this Contract;

6.1.4 The use of the Deliverables in accordance with the terms of the Contract shall not infringe any patent, trade mark, copyright, moral right, official secret, trade secret, or other proprietary intellectual property right of any third party;

6.1.5 The Deliverables shall not be libellous, obscene, or blasphemous, and shall not violate any rights of privacy and/or publicity of any third party and the use of the Deliverables in accordance with the terms of the Contract shall not otherwise be unlawful or illegal;

6.1.6 The licenses in respect of the Third Party Software (if any) shall not limit or restrict the use or exploitation of the Deliverables in accordance with the terms of this Contract;

6.1.7 No instruction, advice, or information contained in the Deliverables shall be inaccurate, false, misleading, or otherwise injurious to the end user provided always that Spherics Multimedia shall not be liable under this Clause 6.1.7 where a breach of this clause arises as a direct result of an inaccuracy in the content provided by The Client.

6.1.8 The parties acknowledge that the copyright of any music in the Deliverables (if any) belongs to its owners. Spherics Multimedia warrants that is has obtained the appropriate licenses from the owner of such music allowing inclusion of the music in the Deliverables; and

6.1.9 With respect to actors, performers, musicians and others, directly rendering services to Spherics Multimedia in connection with the Deliverables, Spherics Multimedia has obtained or will obtain all necessary consents under the Copyright Designs and Patents Act 1988 or any statutory modification or re-enactment thereof.

7 Limitation of Liability

7.1 Spherics Multimedia Screensavers, CD-ROMs and all other material, have been checked thoroughly with virus checking programs and duplicated under strict quality controls. To the extent permitted by the law, Spherics Multimedia, or its respective employees or agents, will not accept any responsibility for any damage caused in whatever way through the use or misuse of the aforementioned material.

7.2 For the avoidance of doubt, Spherics Multimedia has no obligation duty or liability beyond that of a duty to exercise reasonable skill and care and in no event and under no circumstance shall Spherics Multimedia be liable for any loss either direct or indirect of profits, business or anticipated savings or any other direct or indirect consequential loss arising from the provision of service.

7.3 None of the exclusions and limitations in this section shall apply in respect of liability in negligence causing personal injury or death or any other liability which cannot by law be excluded or limited.

8 Charges

8.1 Charges of in respect of services provided by Spherics Multimedia to The Client will be payable as per the invoice terms.

8.2 Any additional fees have to be agreed by email, and/or in writing by authorised representatives of the parties before any new charges can be made.

8.3 Any third party or additional costs that Spherics Multimedia may incur due to processing late payment will be payable by The Client within seven days, following receipt of a valid invoice.

8.4 Studio Hour rates are currently set at £60 (UK Pound Sterling) per project member, not including expenses.

8.5 Should Spherics Multimedia have to issue legal proceedings owing to the non-payment of invoices pursuant to the Contract, The Client accepts responsibility for all Spherics Multimedia legal fees and disbursements notwithstanding the value of the claim, on an indemnity basis.

9 Termination of the Contract by Spherics Multimedia

9.1 Spherics Multimedia may terminate this Contract for default following a material breach by The Client of its obligations hereunder, provided that written notice shall offer to The Client a thirty (30) day period for remedial action. If after thirty (30) days, the cause of the default remains uncorrected, then Spherics Multimedia may terminate this agreement by written notice to The Client.

9.2 On termination of the Contract by Spherics Multimedia may remove all materials held on Spherics Multimedia's computers and remove all privileges entitled to The Client.

9.3 Termination of the Contract by Spherics Multimedia will result in the retaining by Spherics Multimedia of all monies received from The Client who will not be entitled to a refund of monies paid.

9.4 Upon termination of the Contract by Spherics Multimedia, The Client shall pay a sum (by way of agreed compensation for Spherics Multimedia?s loss of revenue by reason of such early termination and not as a penalty) which shall be no less than the remaining charges due or which would have been payable under the Contract.

9.5 In the event that the Contract is terminated owing to the non payment of hosting or domain fees then Spherics Multimedia reserve the right to display a Deactivation Notice on the World Wide Web, at The Clients URL i.e. on their Website, or Websites, detailing the reason for terminating the hosting, and/or provision of any other Spherics Multimedia service.

9.6 After termination, if Spherics Multimedia agrees that The Client's Website may once again be reconnected to the WWW, any reconnection will be subject to a 100 (UK Pound Sterling) per domain administration charge, together with any outstanding charges payable prior to the reconnection.

9.7 In the event of termination by Spherics Multimedia then Spherics Multimedia shall return to The Client, upon The Client?s request, all Client Material within thirty (30) days.

10 Termination of the Contract by The Client

10.1 The Client may only terminate the Contract for convenience if all outstanding invoices have been settled and the terms of the Contract have been satisfied in full.

10.2 Termination of the Contract by The Client will result in the retaining by Spherics Multimedia of all monies received from The Client who will not be entitled to a refund of monies paid, either pro-rata or at the entire Contract price.

10.3 The Client may terminate this Contract for default following a material breach by Spherics Multimedia of its obligations hereunder, provided that written notice shall offer to Spherics Multimedia a thirty (30) day period for remedial action. If after thirty (30) days, the cause of the default remains uncorrected, then The Client may terminate this agreement by written notice to Spherics Multimedia.

10.4 In the event of Termination of the Contract for default by Spherics Multimedia then Spherics Multimedia shall deliver all completed works, including production files to The Client, which have been paid for up until the date of termination.

11 Copyright and Ownership

11.1 All production files remain the copyright and ownership of Spherics Multimedia at all times, unless otherwise specifically agreed in writing by the acting Managing Director of Spherics Multimedia.

11.2 All source code and production files for Spherics Multimedia CMS applications remain the copyright and ownership of Spherics Multimedia at all times. For terms and conditions for Spherics Multimedia CMS applications please refer to the relevant Spherics Multimedia CMS licence agreement.

11.3 Any service, concept, idea, design, programming, and/or "look and feel" remain the property of Spherics Multimedia, until settlement of any, and all, outstanding accounts with regard to that service, concept, idea, design, programming, and/or "look and feel".

12 Credit and Header Code

12.1 Spherics Multimedia reserves the right to insert a Spherics Multimedia Copyright header in the source code of every web page produced, designed or maintained by Spherics Multimedia.

12.2 Upon completion of the project, Spherics Multimedia reserves the right to add The Client?s company logo and an http link to the Website project in the Portfolio section of http://www.spherics.co.uk

12.3 All material produced, designed and maintained by Spherics Multimedia, for any medium, is to feature a Spherics Multimedia credit at all times at Spherics Multimedia's discretion. For Websites, this credit is generally located in the bottom center of the Website and links to http://www.spherics.co.uk or relevant address.

12.4 The wording of the credit is to be "Site by Spherics Multimedia", "Technology by Spherics Multimedia", "CD by Spherics Multimedia" or "Powered by Spherics".

13 Assignment

Either Party may assign the benefit of this contract following receipt of written agreement from the other Party. Such agreement not to be unreasonably withheld.

14 Entire Agreement

This Contract forms the complete and exclusive agreement between the Parties in relation to the Services. All previous agreements, correspondence and understandings relating to the subject of this Contract are superseded by this Contract (except that neither Party excludes liability for any fraudulent pre-contractual misrepresentations on which the other can be shown to have relied). In the event and only to the extent of any conflict between the Contract and these terms and conditions or any referenced or attached document, the Contract will take precedence.

15 Partnership

No provision of this Agreement creates a partnership between the parties or makes a Party the agent of the other Party for any purpose. A Party has no authority or power to bind, to contract in the name of, or to create a liability for the other Party in any way or for any purpose.

16 Force Majeure

Neither Party will be liable for any breach of its obligations under this Contract to the extent that it is prevented from performing them due to circumstances beyond its reasonable control.

17 Jurisdiction

The validity, construction and enforceability of this Agreement shall be governed in all respects by English Law and subject to the exclusive jurisdiction of the English Courts.

18 Severability

If one or more of these terms and conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

19 Notice

Any notice required to be given under this Contract shall be deemed received upon personal delivery or three (3) days after mailing if sent by registered or certified mail to the addresses of the parties set forth above, or to such other address as either of the parties shall have provided to the other in writing.

20 Third Parties

A person who is not a Party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

21 Waiver

The waiver by either Party of any breach or default of any of the provisions of this Contract by the other Party shall not prevent the subsequent enforcement of the relevant term, and shall not be deemed a waiver of any subsequent breach.

Last amended 5th March 2012

©Copyright Spherics Multimedia Ltd 2012. All rights reserved.