1. Definitions In these Terms and Conditions:

“the Contract” means the contract constituted by the Offer Letter, the Schedule, these Terms and Conditions, and the Client’s acceptance ofthe Offer Letter. The Contract shall be governed by and interpreted in accordance with English law.

“the Client” means the person or company who accepts the Offer Letter. Where such acceptance is on behalf of more than one person, each shall be jointly and severally liable for the obligations contained in the Contract.

“the Service Provider” means Reef New Media Ltd. and/or any sub-contractors Reef New Media Ltd. deem necessary to fulfil the Project.

“the Project” means the services to be performed by the Service Provider as specified in the Offer Letter and as described in the Schedule.

“the Schedule” means the description of the work to be carried out to fulfil the Project.

“the Offer Letter” means the written Offer Letter from the Service Provider to the Client specifying the Project and fee, which shall be deemed to incorporate the Schedule and these Terms and Conditions.

2. Terms

Subject to the service providers discretion, standard payment terms are as follows:

2.1 A 50% project deposit is required to be paid with the returned, signed Contract to initiate the studio booking. Failure to provide deposits and contracts on time can delay the studio booking. Project deposits are non-refundable.

The remaining 50% shall be invoiced when the work is completed (at the end of proofing and awaiting publication) and may be paid in full within up to 28 days. When full payment has been received the project shall be published as agreed.

For large development bookings (qualifying for discounts) payment will need to be received in advance for each additional studio week required. Failure to provide payment may result in studio suspension until receipt of payment.

The service provider can provide fast payment processes to accommodate a faster turn around where necessary. Where advance payment is necessary to provide seamless extensions to studio bookings, BACS or credit card payments are acceptable. All Credit card transactions are subject to an administration charge as bank commissions are applied.

2.2 Alternative monthly repayments by Standing Order can be negotiated on Projects over a certain value. A deposit representing the first installment to be paid with the returned, signed Contract. Cancellation of Standing Orders shall be in writing to the Service Provider and shall give 3 months notice.

2.3 Invoice periods are set at 30 days. Overdue invoices maybe chargeable with interest at The Bank of England base rate + 8% and will be handed over to our debt management agency.

2.4 The Service provider reserves the right to withhold the publishing of completed work or any provision of service until completion invoices are paid.

2.5 Project stalling – following the initiation of a project or service, a maximum 6 month stalling period is assigned by the Service Provider. Client’s failure to address their responsibilities will result in loss of deposit and the contract will be cancelled.

3. Changes or Cancellation by the Client

3.1 Any changes or additions to the final Project, required by the Client but not included in the Offer Letter or Schedule, shall be notified in writing and shall be chargeable.

3.2 If the Client cancels the Project, the deposit is non-returnable and all expenses incurred shall be chargeable.

3.3 If the Client wishes to release a domain name to any other service provider there will be a on one-off £50 fee, per domain, for the administration of such release.

3.4 No variation of any provision of the Contract shall be effective unless it is in writing, refers specifically to the Contract and is duly executed by each party.

4. Standards

Unless previously stated in the Schedule, all Projects will reflect the following standard specifications:

4.1 Resolution specifications. Designed to 1024 x 768 screen resolution.

4.2 Branding. All Projects shall display the Service Provider’s logo and a link to the Service Provider’s web site.

4.3 HTML header. The HTML header shall reference all code owned by the Service Provider.

4.4 Browser specifications. The Service Provider’s preferred browser platform is Internet Explorer IE4 and above. Netscape 4 can be accommodated but must be notified before Project commencement and may result in additional costing. Full functionality cannot be guaranteed with non-mainstream browsers.

4.5 Web sites. Web sites to function on the World Wide Web. WebTV and WAP telephones cannot be guaranteed.

4.6 Hosting specifications. Hosting specifications beyond the control of the Service Provider must be detailed with a technical breakdown before Project commencement. Varying scripts within an external host’s CGI-BIN may result in additional costing.

4.7 W3C compatible websites are available but do not come as standard. A project will not be built to comply with the W3C standard unless discussed with your Account Manager and outlined in the Project Offer Letter Schedule.

5. Compatibility

5.1 It is the responsibility of the Client to inform the Service Provider about hardware/software compatibility, at the time of Contract. Failure to do so may result in additional costing.

5.2 Excessive concurrency cannot be guaranteed, although alternate hosting agreements can be negotiated.

6. Renewals

6.1 The Service Provider shall notify the Client of pending renewals with regard to hosting (including “Livestats” and email control panel), domain name and search engine optimisation. Non-response by the Client within the outlined renewal deadline shall result in automatic renewal with the appropriate costs.

6.2 Late payment may result in service suspension and a £50 reconnection fee.

6.3 Clients using spread monthly payments by Standing Order accept a minimum term of 12 months. Any duration shorter than 12 months will be issued an invoice for any outstanding monies.

6.4 Services established on Standing Order will automatically renew after 12 months unless the Client notifies the Service Provider with 6 weeks notice.

7. Copyright and Intellectual Property

7.1 The content of the completed Project shall be the property of the Client.

7.2 Website copyright. It is the responsibility of the client to ensure all website content is legal and cleared with the appropriate parties if necessary. This includes all artwork, text, audio, animation or video footage used even if it was proposed by the service provider during the design and or development stages.

7.3 Domain names purchased by the Service Provider on behalf of the Client shall become the property of the Client. The Service Provider cannot guarantee the availability of domain names.

7.4 All source code, scripts and masters shall remain the property of the Service Provider.

7.5 Where the Service Provider implements ‘Modular’ database solutions a % yearly licence fee will be invoiced to the Client. The first year’s licence will be covered in the development costs. Failure to honour this licence fee will resort in loss of service.

8. Liability and Indemnity

8.1 The Service Provider shall not be liable for the content of the Project, where this is provided by the Client.

8.2 The Service Provider shall not be held responsible for any breach of copyright on content supplied by the Client.

8.3 The Service Provider shall not be held responsible for any changes or damage caused to any component of the Project by the Client or a third party.

8.4 Where the Service provider implements any online payment facility on behalf of the Client, please read the additional conditions.

9. Guarantees and Warranties

9.1 The Service Provider shall to the best of its ability provide such services, adhere to such timescales and exercise and carry out such functions as required to fulfil the Project.

9.2 The Service Provider shall work and co-operate with the Client and keep the Client informed of the progress and status of the Project .

9.3 The Service Provider warrants that it has the necessary knowledge and expertise to fulfil the Project and that it shall perform its obligations using a high degree of skill and care and in a timely and professional manner.

9.4 The Client and the Service Provider shall each provide and maintain a Key Contact to facilitate the Project, and use their best endeavours to schedule work to be performed under the Contract to the best convenience of both parties.

9.5 The Client shall provide such information as required to fulfil the Project and adhere to the response times set out in the check-list of client’s responsibilities provided by the Service Provider on commencement of the Project. For compliance with this a Prompt Response discount maybe included in the Offer Letter and Schedule (this does not apply to maintenance and servicing, training, hosting and domain names). In the event that response times are not adhered to the discount will be added to the final invoice.

10. Force Majeure

10.1 Neither the Service Provider, nor the Client, shall be liable for any breach of Contract beyond its control, including but not limited to the following: act of God; insurrection or civil disorder; war or military operations; national or local emergency; acts of omissions of government, highway authority or other competent authority; compliance with any statutory obligation; industrial disputes (whether or not involving the Service Provider or Client); fire; lightening; explosion; flood; subsidence; weather of exceptional severity; acts of omission of persons for whom the Service Provider and the Client is not responsible (including other telecommunication service providers).

10.2 In the event of Force Majeure, timescales shall be re-negotiated to the best convenience of both parties.

11. Confidentiality

11.1 The Service Provider shall not disclose any technical, operational, administrative, financial, business or intellectual property relating to the Client, its business, trade secrets, operations or processes, or concerning its organisational business, finances, transactions, .suppliers or customers.

11.2 The Client shall not disclose any technical, operational, administrative, financial, business or intellectual property relating to the Service Provider, its business, trade secrets, operations or processes, or concerning its organisational business, finances, transactions or suppliers.

11.3 The Client is responsible for the security of passwords. Change of passwords, made necessary by disclosure by the Client, may result in additional costing.

12. Health and Safety

12.1 The Service Provider is aware of the Health and Safety at Work Act 1974 and shall conform to the Client’s Health and Safety Policy.

12.2 The Service Provider’s Health and Safety Policy is available on request.

13. Equal Opportunities

13.1 The Service Provider is an equal opportunities employer and makes every effort to ensure that there is no discrimination, either direct or indirect, on the grounds of colour, race, nationality, religion, ethnic origin, gender, sexual orientation, age, disability or marital status.

If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Contract and the remainder of the provision in question shall not be affected thereby.