Relationship Agreement

Terms of Business

Terms and Conditions

1.1 These terms and conditions (“Terms”) will apply to all services (“the Services”) provided by Digital AEC Limited, company number 09458818 (“we”, “us” or “Digital Inc”) to the client (“you” or “the Client”), including the Services described in the quote letter or email we send you (“Quote Letter/Email”). These Terms along with the Quote Letter/Email to which these Terms are attached will together form the agreement between you and us (“the Agreement”).

1.2 Any defined terms used in these Terms shall have the meaning as set out in the Quote Letter/Email unless expressly stated otherwise.

1.3 These terms and conditions may not be released discharged supplemented interpreted varied or modified in any manner except as agreed and put in writing signed by both parties.

1.4 Any terms included in any Order (as defined below) are deemed incorporated into the Agreement and to the extent any such terms in the Order are contrary to any express provisions in the Quote Letter/Email or these terms and conditions, the relevant provisions in the Order shall apply.

1.5 To the extent any terms in these Terms are contrary to any express provisions in the Quote Letter/Email, the relevant provisions in the Quote Letter/Email shall take precedence.

1.6 You may sign the Quote Letter/Email where indicated to confirm your acceptance of these Terms and the Agreement for the supply and purchase of the Services shall have been formed. Alternatively, if you do not sign and we begin providing the Services you will be deemed to have accepted the Terms in any event. Any terms and conditions of yours sent to us or referred to by you shall not apply to the Agreement.

2. Services

2.1 We will carry out the Services with reasonable care and skill. No further conditions, warranties or representations are given by us in relation to the Services other than as expressly stated in this Agreement.

2.2 This Agreement shall apply to all Services provided by us to you. Services in respect of a particular project (“Project”) shall be set out and agreed in writing (“Order”) and ‘writing’ for these purposes may include email.

2.3 If you request that we provide any services which are not expressly set out in the Quote Letter/Email then such services will be subject to the procedure described in clause 7 below.

2.4 Services in respect of a Project are being provided solely in respect of such Project and for no other purpose. We will not be responsible for any use of Output (as defined in clause 5.2 below) or advice for a different purpose or in a different context. If you plan to use the Output or advice in relation to any other matter or context you agree to inform us and provide us with all necessary information to enable us to provide advice tailored to the relevant circumstances but we are not obliged to provide such tailored advice and additional charges may apply.

2.5 Any decisions made by you in relation to or following the provision of Services by us are commercial decisions for you and we will not make any such decisions on your behalf. When making any such decisions you should take into account any other factors apart from our advice and consultancy services of which you and your other advisers are or should be aware.

2.6 We have the right to extend the performance deadline of any task if you delay the fulfilment of your obligations, or if circumstances arise outside of our control which may make the timely execution of any such task impossible or significantly more difficult.

2.7 You agree to supply us with all necessary information which we will reasonably require for us to be able to perform the Services. If you do not provide us with such information we will not be liable to you for any failure to carry out the Services as a result.

2.8 The individual employees of Digital Inc or other third party contractors, associates, other non-employees or self-employed contractors (as the case may be) engaged in the provision of the Services to you (“Associates”) will be at our absolute discretion. We may provide some of the Services through third parties. Whether or not we sub-contract out any of the Services to third parties is at our absolute discretion and you shall not have the right to object to any third party providing the Services.

3. Client’s Obligations

3.1 In order to allow us to provide the Services you agree that you, together with your employees and agents will at all times:

3.1.1 provide us with complete, accurate and timely information, data and documents;

3.1.2 co-operate fully with us in the provision of the Services and to permit us to provide the Services free of obstruction and interference;

3.1.3 promptly review any materials and information provided and make appropriate and timely decisions where requested, and in particular to review all work submitted by us within 14 days following delivery and give us the opportunity to make any final amendments or adjustments based on clear feedback you provide;

3.1.4 promptly pay our Fees and Expenses in full as set out in this Agreement;

3.1.5 comply at all times with the terms of this Agreement.

3.2 If the performance of any of our obligations is prevented or delayed by any of your acts or omissions or your failure to perform any relevant obligation (Customer Default):

3.2.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations, in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;

3.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 3.2; and

3.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

3.3 You shall not, without our prior written consent, at any time from the date we start supplying the Services to the expiry of twenty-four months after the completion of the Services, solicit, entice away from us, employ or attempt to employ, directly appoint or engage or otherwise deal with any Associate who is, or has been, engaged by us in relation to the provision of the Services.

4. Fees and Payments

4.1 You must pay our charges (“Fees”) and Expenses as set out in the Quote Letter/Email and these Terms, or in accordance with any specific terms in an Order.

4.2 In the event that any services fall outside those Services described in the Quote Letter/Email or agreed in an Order, you must also pay any additional charges as may apply and have been notified to you.

4.3 Invoices will be issued to you as set out in the Quote Letter/Email and will either be on a monthly basis and/or after the achievement of a specific milestone or deliverable set out in the Quote Letter/Email, whichever is the earlier. All sums due from you which are not paid on the due date shall bear interest from day to day at the rate equal to 8% per annum above the Bank of England base rate from time to time.

4.4 Invoices are payable in full within thirty (30) days of the invoice date. All invoices are non-negotiable and we cannot accept any reduction in our Fees due to issues you raise after we have provided the Services and/or delivered any work to you as set out in the Quote Letter/Email. As set out above, you have the opportunity to review all work submitted by us within 14 days following delivery so that we have the opportunity to make any final amendments or adjustments based on clear feedback you provide. We do not accept any reduction in Fees or penalties imposed by you where our Services have been delivered in line with the Quote Letter/Email.

4.5 If any sums are outstanding and due for payment to us we reserve the right to immediately suspend the provision of any further Services without further recourse to you.

4.6 We will charge you for all expenses reasonably incurred in respect of the Services (“Expenses”). We will not incur expenses without your prior written approval but shall not be liable to you if we are unable to perform any part of the Services at any time as a result of you failing to give your approval in a timely manner. Expenses that will be chargeable in addition to the Fees for the Services shall include, without limitation, all travel and accommodation costs outside central London and all air travel shall be business class (where available).

4.7 Payment shall be made to us without any set-off, deduction or counter-claim.

4.8 All amounts payable by you under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

4.9 Time for payment shall be of the essence of the Agreement.

4.10 All Fees, Expenses and other amounts payable in connection with this Agreement are to be paid in GB pounds sterling (£).

5. Intellectual Property (“IP”)

5.1 In these Terms, “IP” shall mean patents, rights to inventions, copyright and related rights, moral rights, rights in designs, 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.

5.2 All IP rights in and to any output, documents, diagrams, knowhow, designs, methodologies or other materials created by either party prior to the commencement of the Project (“Pre-Existing Materials”) which are used during or in the provision of Services will remain with the party providing such materials.

5.3 All IP rights which are capable of existing in any output, documents, knowhow, advice or other models, materials created, provided or supplied by us or any of our Associates to you in the provision of the Services (“Output”) shall be subject to the following ownership provisions (and for the avoidance of doubt any rights not granted or licensed are expressly reserved):

5.3.1 IP rights in and to the Output shall vest in you once payment of our Fees and Expenses have been received by us in full, unless otherwise agreed. For the avoidance of doubt, if you do not pay the Fees and Expenses in full, and instead seek to pay less we shall not be obliged to allow you to use such IP rights;

5.3.2 IP rights in and to the Output shall be licensed by you to us on a non-exclusive, royalty-free basis for our business purposes.

6. Confidentiality

6.1 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other’s affairs other than to its employees, associates or contractors who are subject to appropriate non-disclosure undertakings (if required), or where the other party has consented to such disclosure or where required by law to make such disclosure. Either party may upon termination of this Agreement require by notice in writing to the other party the destruction or return of any confidential material in that party’s possession or control.

6.2 We may refer to our work in relation to the Services and the Project for marketing and other purposes.

7. Change to Services

7.1 If at any time you require that the scope or nature of the Services for a Project or as previously agreed in an Order have changed then you agree to inform us as soon as possible. In addition we will inform you as soon as possible in the event that we discover that your requirements have changed or that the assumptions on which we have accepted an engagement are incorrect.

7.2 Upon either party notifying the other of a necessary change to the Services for a Project we will issue an amendment to the Order, any changes to the Fees due for the Project and any other necessary changes. If the revised Services are agreed the Project will continue on the basis of the amended Order. In such circumstances, these Terms and all other terms in the Quote Letter/Email will remain in force unless expressly amended or stated otherwise.

8. Termination of this Agreement

8.1 This Agreement commences on the date set out in the Quote Letter/Email or on the date we begin providing the Services (if earlier) and shall continue until the Services have been provided in full or until terminated in accordance with this clause 8.

8.2 Either party will be entitled to terminate this Agreement on one month’s prior written notice provided that such notice may not be given less than three months after the Start Date You must pay for all Services performed up to the date of termination of this Agreement.

8.3 We will be entitled to terminate this Agreement immediately on notice to you in the event that:

8.3.1 You fail to pay any invoice when due (whether such invoice relates to our Expenses, Fees or both); or

8.3.2 Your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy; or

8.3.3 You (including any of your employees, agents or contractors acting in relation to the Services) fail to co-operate with us in the performance of its Services; or

8.3.4 You are in material breach of any other provision of the Agreement.

8.4 In the event of termination by us under clause 8.3, you will be liable to pay an amount equal to our Fees for any work carried out up to the date of termination plus an additional amount equal to one month’s Fees (being the amount which would have been paid to us had notice been given in accordance with clause 8.2).

8.5 You agree that the termination payments specified above are a reasonable pre-estimate of the losses which we would suffer in the event of termination having regard to:

8.5.1 The necessity of us planning in advance the time of our Associates;

8.5.2 The fact that other engagements may have been declined to accept the Project; and

8.5.3 The staff and other costs incurred by us in the event of termination.

8.6 All terms of this Agreement which are capable of surviving termination will continue in full force and effect following termination of this Agreement.

9. Liability

9.1 You agree that our liability in respect of any loss under this Agreement shall be limited in accordance with this clause 9.

9.2 We will not be liable to you for any indirect or consequential loss or damage such as lost profit, loss of anticipated savings, data loss, lost opportunity, lost bargain, lost reputation or otherwise and whether such loss or damage arises from breach of contract, any tort other than negligence, breach of statutory duty or is caused by our negligence, the negligence of our Associates or otherwise.

9.3 Subject to clause 9.6, our aggregate liability (including the liability of our Associates) in relation to this Agreement will be limited to the amount paid to us under this Agreement.

9.4 We cannot undertake to verify facts supplied to us by you or factual matters included in material prepared by us and approved by you. You agree to indemnify and hold us harmless from and against any and all liability, losses, claims, damages, expenses (including reasonable legal fees and disbursements) which we may incur: (i) as a result of any materials, releases, reports or information supplied to us by you or on your behalf or prepared by us and approved by you prior to its dissemination; (ii) based upon or as a result of information, representation, reports, data or releases furnished or approved by you or your representatives for use by us, whether or not we prepared or participated in the preparation of such materials; (iii) as a result of any and all actions performed by us and/or our agents at your request and/or within the scope of this Agreement; (iv) as a result of disputes between us and third parties related to and/or within the scope of this Agreement except, in any case, for liability, losses, claims damages and expenses (including reasonable legal fees and disbursements) attributable to our negligence or wilful misconduct.

9.5 No claim may be brought against us in relation to the Project more than 12 months following the date of completion of that Project or, in the event that the Project was not completed, the last date on which Services were provided in relation to that Project.

9.6 Nothing in these Terms will limit or exclude our liability to you for death or personal injury, fraud or fraudulent misrepresentation arising as a result of our negligence or the negligence of our Associates.

9.7 This clause 9 shall survive termination of the Agreement.

9.8 You accept that the limitations of our liability set out above are reasonable in all the circumstances given the numerous variables and uncertainties associated with the projects on which we are engaged.

10. General

10.1 Each of the parties warrants its power to enter into this Agreement and that its obligations under this Agreement will not be rendered unenforceable by it lacking authority or any procedural or formal failure on its part. .

10.2 Both parties shall be released from their respective obligations if any cause beyond the reasonable control of the parties or either of them renders the performance of this Agreement impossible, whereupon all money accrued due under this Agreement shall be paid.

10.3 Each party acknowledges that these Terms and the Quote Letter/Email contain the whole Agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it. In particular it is agreed that any terms and conditions or other contractual documentation maintained by you or which you purport to apply to the subject matter of this Agreement will not apply.

10.4 Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery, registered post, fax or email to the address of the relevant party shown on the Contract Summary or such other physical or electronic address as may be notified by one party to the other.

10.5 If any provision of this Agreement is, or is found to be, illegal, invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall not be affected by such illegality, invalidity or unenforceability.

10.6 Failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement.

10.7 This Agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

10.8 This Agreement shall be subject to the exclusive jurisdiction of the Courts of England and Wales.