1. TERMS AND CONDITIONS
1.1 These terms and conditions together with the order form or letter to which they are be attached (“Order Form”) will form a binding
contract between the Client named on the Order Form (“Client”) and Mintus limited (“Mintus”) which shall constitute the entire agreement
between Client and Mintus and apply to any trading agreement or other contract or arrangement between Client and Mintus;
1.2 These terms apply to the exclusion of all other terms or conditions of contract Client may propose and shall not be varied unless
agreed in writing, signed by Mintus.

2. MINTUS
2.1 In consideration of the payment by Client to Mintus of the Fees as set out in the Order Form, Mintus agrees to provide to Client the
goods and services described in the Order Form (“Works”) in accordance with the Proposal (where one exists), with reasonable and due
care in accordance with and subject to these terms.
2.2 Mintus undertakes that the Works shall be faithful to the basic conceptualisation of the underlying works, pitch or Proposal (where one
exists) and reflect the same standards of quality and integrity.
2.3 This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent Mintus acting for or
providing works the same or similar to the Works to any third party.
2.4 It is agreed and understood that any activities undertaken by Client (or by any third party on its behalf) which is in relation to or similar
to the Works, including without limitation any modification of the Works or the Client’s web site or the use of or inclusion of any third party
product or service which might relate to the Works shall interfere with the provision of the Works by Mintus and affect the results,
outcomes and positions in search engines. All such things should be discussed with Mintus prior to implementation and Client shall not do
implement the same without the prior written consent of Mintus. Remedy of such matters shall be dealt with by way of Change.

3. CLIENT
3.1 Client will co-operate with and act in good faith towards Mintus and, on request, undertake such acts and provide such source
materials (including those listed in the Order Form) (“Materials”) as Mintus are to incorporate into the Works, or as Mintus require to carry
out its obligations hereunder.
3.2 In the event that Client does not undertake those acts or provide those Materials required under clause 3.1 above within a reasonable
time (and at least within 3 months) of being requested to do so, including without limitation carrying out any changes, modifications or
optimisations to Client’s web site or other Materials as requested, recommended or required by Mintus, Mintus shall be entitled to invoice
for the remaining Works as if Client had done so whether such are provided or not.

4. PAYMENT
4.1 Invoices shall be issued monthly in advance as appropriate including following receipt of a completed Order Form and Client shall pay
Mintus the Fees without deduction or set-off (with VAT thereon) within 30 days of receipt of a valid invoice unless specified otherwise in the
Order Form. Mintus shall be entitled to withhold or suspend the Works until such time as it receives the Fees or other payments due
including, in respect of the first month’s Works, receiving the Fees for that month prior to commencement of any work being started.
4.2 Mintus shall be entitled to charge interest on any overdue payment at the rate of 3% over National Westminster Bank’s base rate
prevailing at the time and shall be entitled to such reasonable costs as it incurs in the collection of such overdue payments.
4.3 Mintus may charge additional Fees in accordance with its then prevailing rates:
4.3.1 in the event of delays or additional works caused or required by Client including its failure to provide Mintus with such information,
Materials, instructions, media or approvals, as are reasonably required for the supply of the Works, properly and / or on time;
4.3.2 in the event of changes to the cost of labour, materials, services and other circumstances outside of Mintus’ reasonable control.
4.3.3 in the event that Client requires the supply of Works, goods and services in addition to those described in the Order Form or any
variations to the Works.
4.4 If Client requires any change or alteration to the Works (“Change”), Mintus and Client shall, prior to such change being effective or
implemented, agree:
4.4.1 the nature of the Change;
4.4.2 the procedures for implementation of such Change; and
4.4.3 the variation to the Fees.
4.5 Until any Change is formally agreed between Client and Mintus, Mintus will continue to perform and be paid for the Works as if the
Change had not been proposed, unless otherwise requested by Client.
4.6 All and any Changes to the Works shall be reflected and accompanied by appropriate amendments to the Proposal and Fees.
4.7 In the event that the Works include pay-per-click or other search engine placement services which require the payments to third parties
and are agreed with Client prior to their implementation, Client shall reimburse and indemnify Mintus for any out of pocket expenses
incurred by it in supplying the same.

5. INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY
5.1 All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all
other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or
commissioned by Mintus, in supplying the Works and under this Agreement will vest in and belong to Mintus unless otherwise agreed and
specified in writing on the Order Form or otherwise and signed by both Parties.
5.2 In consideration of and upon payment of the Fees in full, Client shall have the Rights of Use set out in the Order Form which rights
shall take effect on receipt by Mintus of the Fees. Where no such rights are specified Client is granted a non-exclusive licence to use the
Works for the Purpose described in the Order Form, Proposal or other Works documentation. Rights of Use shall be extended only with
the consent of Mintus and payment of additional fees.
5.3 Client grants Mintus a nonexclusive royalty free licence to use the Materials for all purposes relating to this Agreement and warrants that it has obtained and is fully entitled to grant Mintus these rights and that the Materials are free of racist, defamatory, obscene and other
legally restricted material.
5.4 Client undertakes that it will keep secret and confidential the terms of this Agreement and any information supplied by Mintus in
connection with this Agreement or the business of Mintus (including the Proposal) and the Works and shall not disclose or make available
such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis)
without Mintus’ prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be
rightfully in the possession of Client prior to the commencement of the negotiations leading to this Agreement or which is in the public
domain (other than as a result of a breach of this Clause);
5.5 Client undertakes to Mintus to indemnify and hold harmless Mintus in full and defend at its own expense Mintus against all costs,
damages and losses incurred by Mintus arising out of its use of the Materials or breach by Client of this clause 5.
5.6 Client shall not modify, adapt or translate the Works except with the prior written consent of Mintus or as otherwise permitted by law
where all modifications, adaptations, translations shall belong to and vest in Mintus unless otherwise agreed and specified in writing on the
Order Form.
5.7 Mintus warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

6. INSPECTION AND ACCEPTANCE
6.1 Client shall inspect the Works regularly and shall inform Mintus immediately if it wishes to reject any part of the Works because such
do not comply with the Proposal or are defective in material and workmanship;
6.2 If the Works do not comply with the Proposal or are defective in material and workmanship Mintus’ liability shall be limited to correcting
such defects within a reasonable time.
6.3 Client shall only be entitled to reject the Works because such do not comply with the Proposal or are defective in material and
workmanship and if they are not rejected within 48 hours of delivery then Client shall be deemed to accept the Works. Rejection without
good reason shall be deemed a breach of these terms.

7. LIABILITY AND WARRANTY
7.1 Subject to Clause 7.2 below, Mintus’ liability for any loss or damage direct or otherwise and howsoever caused whether in tort
(including negligence) or contract or otherwise shall not exceed the amount invoiced by Mintus to Client hereunder.
7.2 Mintus shall not be liable to Client for any consequential loss or damage.
7.3 When instructions or advice are given or received orally by Mintus, it shall have no liability to Client for any misunderstanding or
misrepresentation which may arise in relation thereto except in relation to fraudulent misrepresentations.
7.4 Mintus shall have no liability to Client in respect of the Materials. On completion of the Works Client agrees to collect the Materials
within 2 months of completion of the works, failing which, Mintus may dispose of them on giving Client 14 days notice.
7.5 Mintus’ liability shall be limited to using reasonable skill and care in the supply of the Works. In particular Mintus shall not, except in
the case of gross negligence and wilful or deliberate act, be liable for:
7.5.1 any loss or damage caused by it being given access to Client’s computer systems (which shall only be required where necessary)
including without limitation any remote servers to which it has access or stores data or any unauthorised access to or use of the same
including without limitation for any misuse of any passwords, logins or accounts of Client,
7.5.2 any interference in or modification of the Works or Client’s web site by Client or any third party or the consequences thereof, remedy
of which shall be as a Change.
7.6 Mintus undertakes to provide the Works with reasonable skill and care, however Mintus cannot give any warranty or representation as
to positions within search engines due to the operation of such being out of its control.

8. LEGISLATION
8.1 Client shall comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Works including without
limitation its obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998 and
E-commerce Directive and equivalent legislation; Design, Patent, Trademark and Copyright Act.

9. THIRD PARTY MATERIALS
9.1 Mintus gives no warranty, representation or undertaking in relation to any third party materials or works.
9.2 Prior to any selection, use or reproduction by Client of Works, Mintus shall use reasonable efforts to, on reasonable request, provide
Client with copies and evidence of such rights, clearances, permissions and licences as shall be necessary for the use of the Works by
Client.
9.3 Subject to the foregoing Mintus shall have no liability to Client whatsoever in relation to the Works and gives no warranty and makes no
representation as to whether Works contain or are free from racist, defamatory, sexually explicit, inflamatory, obscene or other legally
restricted material and explicitly excludes all and any liability in relation thereto.

10. RISK AND TITLE
10.1 Risk in any reports or information delivered to Client will pass to Client on dispatch and until payment in full has been received in
cleared funds by Mintus in respect of the Works, title in any physical products delivered to Client shall remain with Mintus.
10.2 Client shall take out such insurance as shall be prudent against all risks usually incurred in respect of the Work whilst in its
possession or control.

11. TERMINATION
11.1. Mintus shall be entitled to immediately restrict, suspend or terminate the Works and Client’s use of any Works and or terminate this
Agreement upon Client’s material breach of this Agreement (including without limitation the non-payment of any sum as and when due)
unless Client remedies such breach within 14 days of its occurrence.
11.2 Mintus will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the
occurrence of any unforeseen contingency beyond the reasonable control of Mintus including without limitation Internet outages,
communications outages, fire, flood, war or act of God and out of client.
11.3 Client may not unilaterally cancel its order of the Works or otherwise terminate this Agreement (except for material breach by Mintus
of a fundamental term of this Agreement) at any time without full payment of the Fees.
11.4 During the course of this Agreement and for a period of 12 months afterwards, Client shall not solicit the staff of Mintus or entice them
to transfer their employment or services.

12. GENERAL
12.1 Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the
Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
12.2 If any part of this Agreement is or becomes unenforceable, such part will at Mintus’ option be construed as far as possible to reflect
the parties’ intentions and the remainder of the provisions will remain in full force and effect.
12.3 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of
that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.
12.4 Client shall not assign the benefit or burden of this Agreement without the prior written consent of Mintus.
12.5 The UK shall be considered the place of first publication of any material on the internet.
12.6 No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third
Parties) Act 1999.
12.7 These Terms are made in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English
courts.

Mintus Limited trading as Mintus Media
Company Registration Number: 5047521
Trading Address: Suite 5.15, MLS Business Centre,
130 Shaftesbury Avenue,
London, W1D 5EU
Registered Address: 27 New Bond Street, London, W1S 2RH
T. 0207 031 1182 F. 0207 031 1199 E. info@mintusmedia.com
VAT Registration Number: Please contact us on above number for further information.