The Media Buzz - Terms & Conditions

Terms and conditions – E-Bulletins Services Agreement

1 DEFINITIONS AND INTERPRETATION

In this Agreement unless the context requires otherwise:

1998 Act means the Data Protection Act 1998, including any modification, consolidation, re-enactment and any secondary legislation or regulation made under it.

Additional Charges means the charges payable by the Client for Additional Services.

Additional Services means any services provided by Media Buzz to the Client in addition to the Services as set out in clause 9.

Affiliate means any subsidiary company of Media Buzz, or the Client, as appropriate, any holding company of Media Buzz, or the Client, as appropriate and any subsidiary of such holding company, ‘subsidiary company’ and ‘holding company’ having the meanings as defined in the Companies Act 1985.

Agreement means together, the details on the front of this document and these terms and conditions.

Charges means the Fixed Charges and Additional Charges as appropriate payable as set out in this Agreement exclusive of Value Added Tax payable from the Commencement Date.

Client means the sole trader, partnership or limited liability company client of Media Buzz set out on the front page of this Agreement.

Client Marks has the same meaning as set out at clause 10.3

Commencement Date means the commencement date specified on the Agreement (or, where no commencement date is specified, the date of the Agreement).

Confidential Information means information of a confidential nature belonging to either party including but not limited to trade secrets, business dealings, transactions or affairs of either party to the Agreement which may come to the notice of the other party or any of its Affiliates during the Agreement and any information relating to the technologies and products being used to develop the Services made available by Media Buzz to the Client.

Content means the contents of and any material of whatever nature contained in any brochure, catalogue, e-mail, e-mail attachment, product description or all other content written, obtained, sent or forwarded by or on behalf of the Client (including the Client Marks) in connection with the Services.

Excluded Services means Client website development and hosting, and any data analysis, monitoring and reporting.

Fixed Charge means the charges for the provision of the Services.

HTML means Hypertext Mark Up Language being the language used to create documents on the World Wide Web.

IPR means the intellectual property rights, copyright, patents, trade marks, service marks, design right, format rights, look and feel, know how, Confidential Information, moral rights, rights of privacy or publicity, domain names and any other intellectual or industrial property rights (whether registered, registerable or not and including any applications to register the same) wherever in the world enforceable, including any renewals of registrations of the same.

Link means a hypertext link between one page of an Internet website to another page of an Internet website or a hypertext link between a website and another website using any HMTL, XML or other recognised process required to facilitate navigation between pages on the Internet.

Services means the e-mail marketing services and Additional Services set out in this Agreement.

Targeted Recipients means those e-mail recipients selected from Media Buzz’s database by and at the sole discretion of Media Buzz.

Working Day means 9am to 5pm Monday to Friday excluding Public Holidays in the United Kingdom.

Media Buzz means The Media Buzz Limited.

Media Buzz Website means www.themediabuzz.com where the Client may obtain access to the Services or any other website now or in future operated by Media Buzz for the provision of the Services.

2 PROVISION OF THE SERVICES

2.1 In consideration of the Client paying the Charges in accordance with this Agreement Media Buzz shall provide the Services to the Client in accordance with this Agreement.

3 DURATION OF AGREEMENT

3.1 The Agreement shall commence on the Commencement Date and shall continue until the Services have been completed, when it shall automatically terminate.

4 CHARGES AND PAYMENT

4.1 The Client acknowledges that the Fixed Charge is a single charge as set out on the face of this Agreement for the Services and is payable by the Client by credit card or pro-forma invoice in advance of the Services being provided.

4.2 The Charges shall be exclusive of Value Added Tax or any other taxes subject to UK tax legislation.

4.3 All Media Buzz invoices are due and payable upon receipt of invoice.

4.4 Media Buzz may undertake appropriate credit checks on the Client before providing the Services and the Client shall provide all assistance and permissions reasonably required to undertake such checks. Media Buzz reserves the right to cancel this Agreement without penalty at its sole discretion following receipt of the result of such checks.

4.5 Payment of all Charges, expenses and other payments (including any Additional Charges) shall be made in full and free from any deductions, rights of set-off, counterclaims or liens.

4.6 The Services will only be provided once payment has been received in full. If payment is not received in full then Media Buzz reserve the right to cancel this Agreement without penalty at its sole discretion.

4.7 If Media Buzz terminates this Agreement due to the Client’s default or breach any and all outstanding sums payable to Media Buzz under this Agreement will immediately become due and payable in full.

4.8 Not withstanding any other rights or remedies under this Agreement, payments which are not received when payable will be considered overdue and will remain payable by the Client together with interest for late payment from the date payable at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc. This interest will accrue on a daily basis and be payable on demand.

5 MEDIA BUZZ RESPONSIBILITIES

5.1 Media Buzz shall use its reasonable endeavours to deliver the Services by the due dates (if any) set out in this Agreement. In the delivery of the Services time shall not be of the essence for the purposes of this Agreement.

5.2 Media Buzz shall not be responsible for providing the Excluded Services under this Agreement.

6 CLIENT RESPONSIBILITIES

6.1 If applicable, the Client must provide Media Buzz with the Content in the agreed format and on the agreed medium for the Services by such date as specified by Media Buzz. If the Client does not provide such Content by the agreed date, Media Buzz may terminate this Agreement (at its sole discretion) and the Client shall be liable to pay all outstanding Charges pursuant to clause 15.2

6.2 The Client accepts sole responsibility for all Content in any material arising from its use of the Services or Additional Services.

6.3 The Client shall use all reasonable endeavours to co-operate with Media Buzz in order to facilitate the timely provision of the Services;

6.4 Any use by the Client or any Affiliate of the Client of Links appearing on any website operated by Media Buzz which enables the Client or Affiliate of the Client to enter into a website or pages within a website operated by a third party shall be made entirely at the discretion and responsibility of the Client or Affiliate of the Client, as appropriate, and Media Buzz excludes all liability for any content contained in any such website and in respect of any transactions of whatever nature arising from the Link to such website.

7 DELAY BY CLIENT

7.1 If any delay or failure in the Client’s performance of the Client’s obligations under this Agreement, causes Media Buzz delay in the performance of its obligations under this Agreement and/or causes Media Buzz to incur additional costs then Media Buzz is entitled to an extension of time to meet its obligations under this Agreement to take account of the impact caused by such delay and the Client shall reimburse Media Buzz for any such costs.

8 SERVICES

8.1 Media Buzz will provide the following Services:

8.1.1 e-mail marketing in the form of an e-mail bulletin broadcast to Targeted Recipients;

8.1.2 using the Content the design and development of an HTML marketing bulletin which will contain advertisements from a number of companies, including the Content from the Client.

9 ADDITIONAL SERVICES

9.1 The Client may request Additional Services from Media Buzz in writing and Media Buzz shall provide such Additional Services subject to acceptance by Media Buzz of such request and the Client’s agreement to pay the Additional Charges notified to the Client.

9.2 Additional Services or circumstances giving rise to Additional Charges may include but shall not be limited to:

9.2.1 the inclusion of the Client's website address on the email bulletin to be sent to Targeted Recipients;

9.2.2 editorial and/or creative input by Media Buzz into the Client's Content to be sent to Targeted Recipients;

10 IPR AND RIGHTS

10.1 All IPR arising from the carrying out of the Services are owned by Media Buzz. Any IPR in any information, software, connectivity, configuration and data provided by the Client or by a third party on the Client’s behalf, which Media Buzz require for the provision of the Services, shall remain vested in the owner of such IPR.

10.2 The Client hereby grants Media Buzz a non-exclusive, royalty free licence to use the Client’s IPR required by Media Buzz to provide the Services.

10.3 The Client agrees that Media Buzz may use any trademark or logo of the Client ("Client Marks") for the purpose of providing the Services.

10.4 The Client acknowledges and accepts that Media Buzz is the legal and beneficial owner of the copyright and all other IPR in the Media Buzz database, in all e-mail text, logos and trade names of Media Buzz and in all software utilised in providing the Services and the Client undertakes that it shall not, either alone or with any other party or parties seek to challenge the ownership of the Media Buzz of any or all such IPR.

10.5 Without limitation of the liability of the Client in respect of any Content Media Buzz shall have the absolute right at its own discretion to remove, alter or amend any Content in any material arising from the use by the Client of the Services and the Client accepts and acknowledges that Media Buzz shall incur no liability to the Client or any Affiliate of the Client arising from any such removal, alteration or amendment. Media Buzz agrees to notify the Client after of any such removal, alteration or amendment.

10.6 Media Buzz shall be permitted to establish a Link to Media Buzz’s website on all e-mail bulletins broadcast by Media Buzz as part of the Services.

11 WARRANTIES

11.1 The Client warrants that the Content provided by it shall not include any material which is or may:

11.1.1 be in breach of any code, regulation or legislation.

11.1.2 contain obscene, defamatory, abusive, threatening or harassing material or material, which may otherwise violate the legal rights of any individual group or organisation.

11.1.3 contain or Link to pornographic or sexually explicit content, racially or ethnically objectionable content, content that directly or indirectly promotes the use of illegal substances, content that violates laws or regulations to protect minors, or other content deemed to be offensive or inappropriate by Media Buzz.

11.1.4 breach any copyright, logo, trademark or other IPR of any party, including for the avoidance of doubt, Media Buzz.

11.1.5 contain any computer virus, trojan horse, worm or other code or files that could damage or harm or otherwise disrupt the operations of another person’s computer or storage device or violate the privacy or security of any individual, group or organisation.

11.1.6 perform or promote any illegal or unacceptable activities such as any illegal contests or promotions, pyramid schemes or starting or forwarding chain letters.

11.1.7 impersonate, use the name of (without expressed permission) or misrepresent any individual, group or organisation.

11.2 Media Buzz will use all reasonable care and skill in the provision of the Services and will use reasonable efforts to undertake the Services within the agreed timescale.

11.3 Media Buzz guarantees that the marketing e-mail bulletin will be sent to the minimum number of Targeted Recipients however, Media Buzz does not warrant or undertake any minimum level of response or uptake following provision of its Services.

11.4 The above contains the only warranties and representation relating to the Services provided by Media Buzz and any and all terms or warranties not included in the Agreement or implied by statute, custom, trade or rule of law are hereby excluded.

11.5 Except as expressly set out in this Agreement, Media Buzz gives no warranties in relation to third party software or in relation to any equipment or hardware that may be used in the carrying out of the Services, or that may be used by the Client in relation to the Services.

12 CONFIDENTIALITY

12.1 Each party recognises that under this Agreement it may have access to or otherwise receive Confidential Information. Each party agrees to use all reasonable endeavours not to divulge the other party's Confidential Information to any of its employees or sub-contractors who do not need to know it, and to use all reasonable endeavours to prevent its disclosure to or access by any third party without the prior written consent of the disclosing party.

12.2 The provisions of Clause 12.1 shall not apply to the whole or any part of the Confidential Information to the extent that it is already in the other’s possession or in the public domain other than as a result of a breach of this Clause 12 or which the other is required to disclose by reason of a statutory or regulatory requirement having the force or law or by reason of an order of a court of competent jurisdiction.

12.3 The rights and obligations of the parties under this Clause 12 shall subsist for five years following expiry or termination of this Agreement howsoever caused.

13 INDEMNITIES, INSURANCE AND LIMIT OF LIABILITY

13.1 The Client will indemnify and hold Media Buzz harmless against all and any actions, proceedings, claims and/or demands and all and any damages, costs, expenses and any other liability whatsoever and howsoever arising out of Media Buzz's use or publication of any Content (whether subsequently removed by Media Buzz or altered or amended by Media Buzz) and/or the Client Marks in connection with the Services and the performance of its obligations under this Agreement.

13.2 If Media Buzz fails to comply with any of its obligations under this Agreement, the Client shall give Media Buzz a reasonable opportunity to comply with its obligations (and Media Buzz shall provide such work free of charge provided that the failure is not caused by a third party or any failure by the Client to comply with any of the Client’s obligations under the Agreement).

13.3 Media Buzz shall not have any liability to the Client for any claim whether arising from negligence, breach of contract or otherwise to the extent that the same is or can be characterised as a claim for (or arising from):

13.3.1 loss of profits or anticipated savings;

13.3.2 loss of goodwill or injury to reputation;

13.3.3 loss of business opportunity;

13.3.4 punitive damages;

13.3.5 loss of data belonging to or processed by the Client;

13.3.6 losses suffered by third parties;

13.3.7 indirect, or special loss or damage,

regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether the Media Buzz knew or had reason to know of the possibility of the loss, injury, or damage in question.

13.4 Nothing contained in this Agreement shall exclude or limit Media Buzz’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.

13.5 The Client hereby indemnifies Media Buzz and agrees to keep Media Buzz indemnified in respect of any claims made against Media Buzz by third parties and all related costs, damages, losses or expenses incurred by Media Buzz through misuse of the Services by the Client or through any other breach by the Client of this Agreement or through the Client’s negligence.

13.6 The Media Buzz hereby excludes any and all liability for any representations (whether innocent, negligent or fraudulent) of any agent or representative, which are not incorporated in writing in this agreement and authorised by a duly authorised officer of Media Buzz under this Agreement.

13.7 The liability of Media Buzz for breach of this Agreement shall be, save as set out above, limited to the total Charges paid by the Client in aggregate.

13.8 Without prejudice to the generality of clause 13.1 the Client will indemnify (on a full indemnity basis) and hold Media Buzz and Affiliates of Media Buzz harmless against any and all actions, proceedings, claims and/or demands and all and any damages, costs, expenses and other liability whatsoever and howsoever arising out of such actions, proceedings, claims and/or demands as a direct or indirect result of the Client or any party acting on its behalf placing or allowing to be placed any virus, trojan horse, worm or other code or files which shall corrupt any part of the computer systems of Media Buzz or any Affiliate of Media Buzz.

13.9 Except as expressly provided in the Agreement all representations, conditions and warranties whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by law. In particular, but without limitation, Media Buzz excludes any representation, condition or warranty that the operation of the Services or Additional Services will be uninterrupted or that the operation of any software will be uninterrupted or error free or that any minimum number of leads or responses will be generated by a result of the provision of Services.

14 TERMINATION

14.1 This Agreement may be terminated immediately by notice in writing:

14.1.1 by Media Buzz if the Client fails to pay any sums due in accordance with the terms of this Agreement.

14.1.2 by either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) within a period of 10 Working Days after written notice of such breach;

14.1.3 by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, becomes insolvent or is sequestrated or enters into liquidation, whether compulsory or voluntary, other than for the purposes of a bona fide solvent amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has an administrator, receiver, administrative receiver or judicial factor appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 or Section 268 of the Insolvency Act 1986 or equivalent circumstances occur in any other jurisdiction.

15 CONSEQUENCES OF TERMINATION

15.1 Any termination of this Agreement will be without prejudice to any accrued rights or outstanding liabilities of either party at the date of termination.

15.2 Upon termination of this Agreement by Media Buzz due to the Client's breach or default, the Client shall pay to Media Buzz (i) any outstanding Charges regardless of whether the Services have been completed; (ii) any additional administration charge as reasonably determined by Media Buzz.

16 OTHER GENERAL PROVISIONS

16.1 Entire Agreement and Variations

This Agreement together with the documents referred to in it constitutes the entire agreement between Media Buzz and the Client. The Client hereby irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind this Agreement because of any representation, term, condition or warranty not contained in this Agreement unless such representation or warranty was made fraudulently. No variation of these terms and conditions will be valid unless made in writing and signed by the Client and an authorised officer or nominee for Media Buzz.

16.2 Severability

If any of the provisions of this Agreement are judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced, unless the substantive purpose of this Agreement is thereby frustrated, in which case either of Media Buzz or the Client may terminate this Agreement forthwith on written notice.

16.3 Waiver

No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any terms of this Agreement will be deemed to be a waiver of any other right or of any later breach.

16.4 Relationship of the Parties

The relationship between Media Buzz and the Client is that of independent contractor. Neither party is agent for the other, and neither party has any authority to enter into any contract, whether expressly or by implication, in the name of the other party, without that party's prior written consent.

16.5 Rights of Third Parties

Nothing in this Agreement is intended for the benefit of any third parties and the terms of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.

16.6 Notices

All formal notices to be given under this Agreement may be given by e-mail to formalnotice@themediabuzz.com, or personally or by recorded delivery post, in either case to the Registered Office of the party in question, or as may be notified to the other party from time to time in writing, and if delivered personally shall be deemed served on the other party on the day of delivery and if posted by recorded delivery shall be deemed to have been accepted on the expiry of forty eight hours after posting and on proving posting it will be sufficient to produce a copy of the notice properly addressed with the relevant post office receipt for its despatch by recorded delivery. Notices may be sent by e-mail transmission provided that e-mail transmissions are confirmed within 24 hours by a first-class mailed confirmation of a copy and no error message has been received. Correctly directed e-mail transmissions shall be deemed to have been delivered instantaneously on transmission provided that they are confirmed as set out above.

16.7 Changes to the Services

Media Buzz may at any time without notifying the Client make any changes to the Services provided that they are either necessary in order to comply with any statutory requirements or that they do not materially affect the nature or quality of the Services.

16.8 Force Majeure

Neither party will be liable to the other for any delay in or failure to perform its respective obligations (other than for payment of money) as a result of any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, lightning, war, revolution, act of terrorism, strikes, lock-outs or other industrial action (whether of the affected party’s own employees or others) or any industrial dispute provided that if any such delay or failure subsists for a period exceeding 65 Working Days then either party may terminate this Agreement by notice given to the other. Any termination under this Clause 16.8 shall be subject to Clause 15 but shall otherwise not cause either party to be liable to the other in respect of such termination.

16.9 Assignment

Media Buzz reserves the right to assign the Agreement to any third party or any Affiliate of Media Buzz.

16.10 Escalation Procedures

16.10.1 Any dispute between the parties arising in relation to or arising out of any aspect of this Agreement (whether as a matter of Agreementual interpretation or otherwise) ("Relevant Dispute") shall be resolved in accordance with the provisions of this Clause 16.10.

16.10.2 When a party determines that a Relevant Dispute has arisen, that party shall notify the other in writing of the same and the respective account manager of each party shall consult in good faith in an attempt to resolve the Relevant Dispute.

16.10.3 Either of the account managers may refer a Relevant Dispute to a senior officer of its employer at any time. If the parties’ senior officers fail to resolve a Relevant Dispute within 5 Working Days of such referral (or such other period as may be agreed between the parties) then either may refer the dispute to the Client’s Managing Director (or equivalent office holder) and Media Buzz’s Managing Director from time to time. If the Client’s and Media Buzz’s Managing Directors fail to resolve a Relevant Dispute referred to them within 15 Working Days of such referral then either party shall have the option of commencing litigation.

16.11 Governing Law and Jurisdiction

These terms and conditions are governed by and construed in all respects in accordance with the laws of England and the parties agree to be subject to the exclusive jurisdiction of the English courts.

Terms and conditions – Website Services Agreement

1. DEFINITIONS AND INTERPRETATION

In this Agreement unless the context requires otherwise:

Additional Charges means the charges payable by the Client for Additional Services;

Additional Services means any services provided by The Media Buzz to the Client in addition to the Services as set out in clause 10;

Affiliate means any subsidiary company of The Media Buzz, or the Client, as appropriate, any holding company of The Media Buzz, or the Client, as appropriate and any subsidiary of such holding company, 'subsidiary company' and 'holding company' having the meanings as defined in the Companies Act 1985;

Agreement means together, the details on the front of this document and these terms and conditions;

Charges means the Fixed Charge, the Hosting Charge and the Additional Charges as appropriate, payable as set out on the front page of this Agreement exclusive of Value Added Tax payable from the Commencement Date;

Client means the sole trader, partnership or limited liability company client of The Media Buzz set out on the front page of this document in this Agreement;

Commencement Date means the commencement date specified on the Agreement (or, where no commencement date is specified, the date of the Agreement);

Content means the contents of and any material of whatever nature contained in (without limitation) any brochure, catalogue, promotional material, Internet website or other medium, whether written, audio-visual or otherwise, or all other content obtained, sent or forwarded by or on behalf of the Client in using all or any of the Services or the Additional Services;
Design Brief means the details of the Services together with the information set out in the attachment entitled 'Design Brief';

Fixed Charge means the single charge as set out on the face of this Agreement for the Services excluding the Hosting Charge;

Hosting Charge means the annual charge for the Hosting Services;

Hosting Services the Hosting of the Client's website developed by The Media Buzz on servers in accordance with the Hosting Service Level Agreement;

Hosting Service Level 'means' the Hosting Service Level Agreement as
Agreement identified on the face of this agreement and available at http:www.amteus.com/media/servicelevel and updated on each anniversary of this Agreement;

HTML means Hypertext Mark Up Language being the language used to create documents on the World Wide Web;

IPR means the intellectual property rights, copyright, patents, trade marks, service marks, design right, format rights, look and feel, know how, confidential information, moral rights, rights of privacy or publicity, domain names and any other intellectual or industrial property rights (whether registered, registerable or not and including any applications to register the same) wherever in the world enforceable, including any renewals of registrations of the same;

Link means a hypertext link between one page of an Internet website to another page of an Internet website or a hypertext link between a website and another website using any HTML, XML or other recognised process required to facilitate navigation between pages on the Internet;

Materials means the final products of the Services under this agreement requested by the Client and provided according to the Design Brief;

Services means the services identified on the front page of the Agreement and the services and Additional Services set out in clauses 9 and 10 of this Agreement;

Working Day means 9am to 5.30pm Monday to Friday excluding Public Holidays in England and Wales;

The Media Buzz means The Media Buzz Ltd.

2. PROVISION OF THE SERVICES

2.1 In consideration of the Client paying the Charges in accordance with this Agreement The Media Buzz shall provide the Services to the Client in accordance with this Agreement.

3. DURATION OF AGREEMENT

3.1 The Agreement shall commence on the Commencement Date and shall continue until the Services have been approved by the Client, delivered by The Media Buzz and paid for in full.
4. CHARGES AND PAYMENT

4.1 The Client acknowledges that the Fixed Charge is a single charge as set out on the face of this Agreement for the Services.

4.2 A deposit of 50% of the Fixed Charge shall be payable on the Commencement Date. Thereafter, if the Client has passed The Media Buzz's credit checks pursuant to clause 4.6 below, the outstanding balance of the Fixed Charge shall be payable on the Completion Date. The Media Buzz shall issue a VAT invoice in respect of the Fixed Charge and any other Charges

4.3 The Client acknowledges that the Hosting Charge is the annual charge payable for each year of the provision of Hosting Services. The Media Buzz shall invoice the Client in advance of the year in which Hosting Services will be provided. If any invoice for such Charge is unpaid, The Media Buzz shall be entitled to cease providing Hosting Services.

4.4 The Charges shall be exclusive of VAT or any other taxes subject to UK tax legislation.

4.5 All The Media Buzz invoices are due and payable within seven days of the date of The Media Buzz's invoice.

4.6 The Media Buzz may undertake appropriate credit checks on the Client before providing the Services and the Client shall provide all assistance and permissions reasonably required to undertake such checks. The Media Buzz reserves the right to cancel this Agreement without penalty at its sole discretion following receipt of the result of such checks.

4.7 Payment of all Charges, expenses and other payments (including any Additional Charges) shall be made in full and free from any deductions, rights of set-off, counterclaims or liens except where otherwise provided for in this Agreement.

4.8 In the event of late payment by the Client and in addition to and notwithstanding any provisions and remedies for late payment contained in this Agreement or otherwise The Media Buzz may also choose to terminate or suspend performance of this Agreement.

4.9 If The Media Buzz terminates this Agreement due to the Client's default or breach, any and all outstanding sums, including without limitation any unpaid instalments of the Fixed Charge payable to The Media Buzz under this Agreement, will immediately become due and payable in full.

4.10 Payments which are not received when payable will be considered overdue and will remain payable by the Client together with interest for late payment from the date payable at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc. This interest will accrue on a daily basis and be payable on demand. The Media Buzz reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5. The Media Buzz RESPONSIBILITIES

5.1 The Media Buzz shall use its reasonable endeavours to provide the Services and deliver the Materials by the due dates (if any) set out in this Agreement. In the delivery of the Materials and Services time shall not be of the essence for the purposes of this Agreement.

5.2 The Media Buzz shall use all reasonable endeavours to ensure that its staff and associates comply with any relevant site rules and regulations notified to The Media Buzz in writing when at the Client's premises.

6. CLIENT RESPONSIBILITIES

6.1 The Client must provide The Media Buzz with the Content in agreed format and on the agreed medium for the Services, within the time period set out in the Design Brief.

6.2 The Client accepts sole responsibility for all Content in any Materials.

6.3 The Client shall use all reasonable endeavours:

6.3.1 to co-operate with The Media Buzz in order to facilitate the timely provision of the Services and Materials;

6.3.2 to ensure that the Client's employees comply with The Media Buzz site procedures and regulations notified to the Client in writing when at The Media Buzz's premises;

6.3.3 to keep all passwords secret and to take all necessary precautions to prevent them being used by or known to an unauthorised party or persons or from being used for any unauthorised or fraudulent purpose;

6.4 The Media Buzz excludes all liability in respect to the use by any party of any Links requested to be included in the Materials by the Client and for the Content and the Client shall indemnify in full The Media Buzz, to the extent provided in clause 15.1, against any actions, proceedings, claims and/or demands and all and any damages, costs, expenses and any other liability whatsoever and howsoever arising out of any use by the Client, Affiliate of the Client or any other party (including for the avoidance of doubt The Media Buzz) of any such Link or the Content.

6.5 Any use by the Client or any Affiliate of the Client of Links which enables the Client or Affiliate of the Client to enter into a website or pages within a website operated by a third party shall be made entirely at the discretion and responsibility of the Client or Affiliate of the Client, as appropriate, and The Media Buzz excludes all liability for any content contained in any such website and in respect of any transactions of whatever nature arising from the Link to such website.

7. DEVELOPMENT AND APPROVAL OF MATERIALS

7.1 The Media Buzz shall notify the Client upon completion of the design and development of the Materials in accordance with the Design Brief (the "Completion Notice") and shall send or make available the final draft of the Materials at that time.

7.2 The Client shall be deemed to have received the Completion Notice and Materials in accordance with the provisions of clause 19.6, and must notify The Media Buzz of its acceptance or rejection of the Materials within 7 Working Days of the date of the Completion Notice.

7.3 If the Client does not notify The Media Buzz of its decision within 7 Working Days of the date of the Completion Notice, then the Client will be deemed to have accepted the Materials as complying fully with the Design Brief.

7.4 If the Client notifies The Media Buzz of its rejection of the Materials then the Client must set out in reasonable detail its reasons for rejection and specify the adjustments that, in its opinion, should be made in order to comply fully with the Design Brief.

7.5 Provided that The Media Buzz, acting reasonably, agrees to the reasons for rejection, The Media Buzz shall amend the Materials to be in accordance with the Design Brief and re-submit to the Client for approval. If The Media Buzz does not agree with the reasons for rejection it shall set out its reasons in writing and send to the Client and invite the Client to respond. If, after 7 Working Days of the date of posting the reasons to the Client, The Media Buzz has not received a response from the Client, the Materials shall be deemed accepted.

7.6 The date on which the Client accepts or is deemed to have accepted the Materials shall be the completion date (the 'Completion Date').

8. DELAY BY CLIENT

8.1 If any delay or failure in the Client's performance of the Client's obligations under this Agreement causes The Media Buzz delay in the performance of its obligations under this Agreement and/or causes The Media Buzz to incur additional costs, then The Media Buzz shall be entitled to a proportionate extension of time to meet its obligations under this Agreement to take account of the impact caused by such delay and the Client shall reimburse The Media Buzz for any such costs.

9. SERVICES

9.1 The Media Buzz will provide the following Services: design, develop and deliver the Materials utilising the Content specified on the face of this Agreement (including but not limited to website design, audio-visual promotional/marketing material, brochures, catalogues, promotional materials, PowerPoint presentations and intranets) in accordance with the Design Brief.

9.2 The Media Buzz will also provide separate Hosting Services in accordance with the Hosting Service Level Agreement.

9.3 Where the Client does not provide The Media Buzz with Content for the services selected within the time period set out in the Design Brief, The Media Buzz shall have the right to charge the Client an additional administration charge of up to £1,000 (the "Administration Charge").

9.4 Where the Client does not provide The Media Buzz with Content for the services selected within 14 days of the Commencement Date, The Media Buzz shall then have the sole discretion to terminate this Agreement and the Client shall be liable to pay all the outstanding balance of the Charges as well as the Administration Charge set out in this Agreement.

9.5 The Media Buzz may periodically request updated Content from the Client. Where the Client does not provide such content within 14 days of The Media Buzz's request, The Media Buzz may reuse any previously agreed Content provided by the Client.

9.6 The Media Buzz reserves the right to amend any and all of the procedures relating to the operation of the Services from time to time at its absolute discretion.

10. ADDITIONAL SERVICES

10.1 The Client may request Additional Services from The Media Buzz in writing and The Media Buzz shall provide such Additional Services subject to acceptance by The Media Buzz of such request and the Client's agreement to pay the Additional Charges notified to the Client.

10.2 Additional Services or circumstances giving rise to Additional Charges may include but shall not be limited to:

10.2.1 E-commerce/setting up the Client's e-commerce account;

10.2.2 website maintenance renewal and changes after the Completion Date;

10.2.3 editorial and/or creative input by The Media Buzz into, but not limited to, the Materials;

10.2.4 Client requests to vary the Services;

10.2.5 costs of use of third party materials within the Materials;

10.2.6 a change to the Services caused by a change in Client instructions or change to the Services resulting from inaccuracy, delay or other circumstances attributable to the Client.

11. IPR AND RIGHTS

11.1 All IPR arising from the carrying out of the Services are and shall be owned by The Media Buzz. Any IPR in any information, software, connectivity, configuration and data provided by the Client or by a third party on the Client's behalf, which The Media Buzz requires for the provision of the Services, shall remain vested in the owner of such IPR. Subject to clause 11.3 below the Client is hereby granted a limited licence to use all such IPR for the purposes of using the Materials for the purposes for which they were intended.

11.2 The Client hereby grants The Media Buzz a non-exclusive, royalty free licence to use the Client's IPR required by The Media Buzz to provide the Services including the Hosting Services or Additional Services.

11.3 When the Client has paid in full any and all sums due to The Media Buzz from it (whether under this Agreement or otherwise) the Client shall be entitled to the ownership of all IPR subsisting in the Materials that have been specifically created for the Client's Materials only (and excluding for the avoidance of doubt those rights belonging to a third party, The Media Buzz's background IPR and IPR created for other clients or generally before the Commencement Date) and The Media Buzz will at the Client's request and with the Client bearing all third party costs, sign or execute a legal assignment to give effect to this clause.

11.4 The Client agrees that The Media Buzz may use any trademark or logo of the Client on the The Media Buzz website or in any advertising or promotional material. In addition the Client warrants that it accepts full liability for the use of any third party Supplier's logo provided by the Client for the purposes of endorsing or promoting the Client's company.

11.5 The Client acknowledges and accepts that The Media Buzz is the legal and beneficial owner of the copyright and all other IPR, logos and trade names of The Media Buzz and in all software utilised in providing the Services and the Client undertakes that it shall not, either alone or with any other party or parties seek to challenge the ownership of The Media Buzz of any or all such IPR.

11.6 The Media Buzz may use the Client's name and IPR to identify the Client as being one of its clients in its publicity and promotional material so long as the authorisation box is marked as agreed on the face of this Agreement.

12. WARRANTIES

12.1 The Client warrants that the Content provided by it shall not include any material which is or may:

12.1.1 be in breach of any code, regulation or legislation;

12.1.2 contain obscene, defamatory, abusive, threatening or harassing material, or material which may otherwise violate the legal rights of any individual group or organisation;

12.1.3 contain or Link to pornographic or sexually explicit content, racially or ethnically objectionable content, content that directly or indirectly promotes the use of illegal substances, content that violates laws or regulations to protect minors, or other content deemed to be offensive or inappropriate by The Media Buzz;

12.1.4 breach any copyright, logo, trademark or other IPR of any, including for the avoidance of doubt, The Media Buzz;

12.1.5 contain any computer virus, trojan horse, worm or other code or files that could damage or harm or otherwise disrupt the operations of another person's computer or storage device or violate the privacy or security of any individual, group or organisation;

12.1.6 perform or promote any illegal or unacceptable activities such as any illegal contests or promotions, pyramid schemes or starting or forwarding chain letters;

12.1.7 impersonate, use the name of (without expressed permission) or misrepresent any individual, group or organisation.

12.2 The Media Buzz will use all reasonable care and skill in the provision of the Services and will use reasonable efforts to undertake the Services within a reasonable time.

12.3 The above contains the only warranties and representation relating to the Services provided by The Media Buzz and any and all terms or warranties not included in this Agreement or implied by statute, custom, trade or rule of law are hereby excluded.

12.4 Except as expressly set out in this Agreement, The Media Buzz gives no warranties in relation to third party software or in relation to any equipment or hardware that may be used in the carrying out of the Services, or that may be used by the Client in relation to the Services.

13. CONFIDENTIALITY

13.1 Each party recognises that under this Agreement it may have access to or otherwise receive Confidential Information. Each party agrees to use all reasonable endeavours not to divulge the other party's Confidential Information to any of its employees or sub-contractors who do not need to know it, and to use all reasonable endeavours to prevent its disclosure to or access by any third party without the prior written consent of the disclosing party.

13.2 The provisions of Clause 13.1 shall not apply to the whole or any part of the Confidential Information to the extent that it is already in the other's possession or in the public domain other than as a result of a breach of this Clause 13 or which the other is required to disclose by reason of a statutory or regulatory requirement having the force or law or by reason of an order of a court of competent jurisdiction and identify the Client.

13.3 The rights and obligations of the parties under this Clause 13 shall subsist for five years following expiry or termination of this Agreement howsoever caused.

14. THE DIRECT DEBIT GUARANTEE

14.1 This Guarantee is offered by all Banks and Building societies that take part in the Direct Debit Scheme. The efficiency and security of the scheme is monitored and protected by the Client's own Bank and Building Society.

14.2 If the amounts to be paid or the payment date change The Media Buzz will notify the Client 5 working days in advance of its account being debited or as otherwise agreed.

14.3 If an error is made by The Media Buzz or the Client's Bank and Building Society, the Client is guaranteed a full and immediate refund from its branch of the amount paid.

14.4 The Client can cancel a Direct Debit at any time by writing to its Bank or Building Society with a copy of its letter to The Media Buzz.

15. INDEMNITIES, INSURANCE AND LIMIT OF LIABILITY

15.1 The Client will indemnify and hold The Media Buzz harmless against all and any actions, proceedings, claims and/or demands and all and any damages, costs, expenses and any other liability whatsoever and howsoever arising out of any Content (whether subsequently removed by The Media Buzz or altered or amended by The Media Buzz) in any Materials.

15.2 If The Media Buzz fails to comply with any of its obligations under this Agreement, the Client shall give The Media Buzz a reasonable opportunity to comply with its obligations (and The Media Buzz shall provide such work free of charge provided that the failure is not caused by any failure by the Client to comply with any of the Client's obligations under the Agreement).

15.3 If The Media Buzz fails to comply with the Hosting Services in accordance with the Service Levels specified in this Agreement, it agrees to provide a proportional reduction in the Hosting Charge for the following year.

15.4 The Media Buzz shall not have any liability to the Client for any claim whether arising from negligence, breach of contract or otherwise to the extent that the same is or can be characterised as a claim for (or arising from):

15.4.1 loss of profits or anticipated savings;

15.4.2 loss of goodwill or injury to reputation;

15.4.3 loss of business opportunity;

15.4.4 punitive damages;

15.4.5 loss of data belonging to or processed by the Client;

15.4.6 losses suffered by third parties;

15.4.7 indirect, or special loss or damage, regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether the The Media Buzz knew or had reason to know of the possibility of the loss, injury, or damage in question.

15.5 Nothing contained in this Agreement shall exclude or limit The Media Buzz's liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.

15.6 The Client hereby indemnifies The Media Buzz and agrees to keep The Media Buzz indemnified in respect of any claims made against The Media Buzz by third parties and all related costs, damages, losses or expenses incurred by The Media Buzz through misuse of the Services or Hosting Services by the Client or through any other breach by the Client of this Agreement or through the Client's negligence.

15.7 The liability of The Media Buzz hereunder for any direct losses caused by the failure of The Media Buzz to exercise reasonable care in respect of the accuracy of its reports or database or the provision of the Services or Hosting Services shall be limited to the aggregate sums received by The Media Buzz in respect of the provision of the Services or Hosting Services, or to the Client in the calendar year in which the claim or claims is/are made.

15.8 The Media Buzz hereby excludes any and all liability for any representations (whether innocent, negligent or fraudulent) of any agent or representative which are not incorporated in writing in this Agreement and authorised by a duly authorised officer of The Media Buzz under this Agreement.

15.9 The liability of The Media Buzz for breach of this Agreement shall be, save as set out above, limited to a limit of a sum calculated as five times the total Charges accrued in aggregate at the date of the breach.

15.10 Without prejudice to the generality of clause 15.6 the Client will indemnify (on a full indemnity basis) and hold The Media Buzz and Affiliates of The Media Buzz harmless against any and all actions, proceedings, claims and/or demands and all and any damages, costs, expenses and other liability whatsoever and howsoever arising out of such actions, proceedings, claims and/or demands as a direct or indirect result of the Client or any party acting on its behalf placing or allowing to be placed any virus, trojan horse, worm or other code or files which shall corrupt any part of the computer systems of The Media Buzz or any Affiliate of The Media Buzz.

15.11 Except as expressly provided in the Agreement all representations, conditions and warranties whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by law. In particular, but without limitation, The Media Buzz excludes any representation, condition or warranty that the operation of the Materials will be uninterrupted or that the operation of any software will be uninterrupted or error free or that any minimum number of leads or responses will be generated by a result of the provisions of Services, Hosting Services or Additional Services.

16. PRIVACY POLICY

16.1 The Media Buzz's use of any personal details of the Client, Affiliates or directors, officers or employees of the Client with whom The Media Buzz has contact in carrying out this Agreement shall be governed by the The Media Buzz Microsite Privacy Policy, current from time to time, which shall form part of this Agreement.

17. TERMINATION

17.1 This Agreement may be terminated immediately by notice in writing:

17.1.1 by The Media Buzz if the Client fails to pay any sums due under this Agreement before the expiry of a period of 5 Working Days from receipt by the Client of a notice from The Media Buzz advising that such sums are overdue, without prejudice to any other provisions relating to late payment in this Agreement;

17.1.2 by either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) within a period of 10 Working Days after written notice of such breach;

17.1.3 by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, becomes insolvent or is sequestrated or enters into liquidation, whether compulsory or voluntary, other than for the purposes of a bona fide solvent amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has an administrator, receiver, administrative receiver or judicial factor appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 or Section 268 of the Insolvency Act 1986 or equivalent circumstances occur in any other jurisdiction.

18. CONSEQUENCES OF TERMINATION

18.1 Any termination of this Agreement will be without prejudice to any accrued rights or outstanding liabilities of either party at the date of termination.

18.2 Upon termination of this Agreement for any reason, the Client shall pay to The Media Buzz: (i) any unpaid instalments of the Fixed Charge; (ii) any unpaid amounts in respect of the Hosting Charge; (iii) any outstanding charges for Additional Services performed prior to the date of termination; (iv) any additional Administration Charge; and (v) a reasonable sum in respect of any work in relation to Additional Services that The Media Buzz has undertaken but for which Charges have not been agreed or ascertained.

19. OTHER GENERAL PROVISIONS

19.1 Entire Agreement and Variations

19.1.1 This Agreement together with the documents referred to in it constitutes the entire agreement between The Media Buzz and the Client. The Client hereby irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind this Agreement because of any representation, term, condition or warranty not contained in this Agreement unless such representation or warranty was made fraudulently. Subject to Clause 19.7 no variation of these terms and conditions will be valid unless made in writing and signed by the Client and an authorized officer or nominee for The Media Buzz.

19.2 Severability

19.2.1 If any of the provisions of this Agreement are judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced, unless the substantive purpose of this Agreement is thereby frustrated, in which case either of The Media Buzz or the Client may terminate this Agreement forthwith on written notice.

19.3 Waiver

19.3.1 No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any terms of this Agreement will be deemed to be a waiver of any other right or of any later breach.

19.4 Relationship of the Parties

19.4.1 The relationship between The Media Buzz and the Client is that of independent contractor. Neither party is agent for the other, and neither party has any authority to enter into any contract, whether expressly or by implication, in the name of the other party, without that party's prior written consent.

19.5 Rights of Third Parties

19.5.1 Nothing in this Agreement is intended for the benefit of any third parties and the terms of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.

19.6 Notices

19.6.1 All formal notices to be given under this Agreement may be given by e-mail to FormalNotice@amteus.com, or personally or by recorded delivery post, in either case to the Registered Office of the party in question, or as may be notified to the other party from time to time in writing, and if delivered personally shall be deemed served on the other party on the day of delivery and if posted by recorded delivery shall be deemed to have been accepted on the expiry of forty eight hours after posting and on proving posting it will be sufficient to produce a copy of the notice properly addressed with the relevant post office receipt for its despatch by recorded delivery. Notices may be sent by e-mail transmission provided that e-mail transmissions are confirmed within 24 hours by a first-class mailed confirmation of a copy and no error message has been received. Correctly directed e-mail transmissions shall be deemed to have been delivered instantaneously on transmission provided that they are confirmed as set out above.

19.7 Changes to the Services or Hosting Services.

19.7.1 The Media Buzz may at any time without notifying the Client make any changes to the Services provided that they are either necessary in order to comply with any statutory requirements or that they do not materially affect the nature or quality of the Services.

19.7.2 The Media Buzz may amend the Hosting Service Level Agreement on each anniversary of this Agreement. In each case, it shall give the Client 28 days notice of such change before its next year's Hosting Charge is due. The Client will be irrevocably deemed to have accepted such changes on payment of the Hosting Charge.

19.8 Force Majeure

19.8.1 Neither party will be liable to the other for any delay in or failure to perform its respective obligations (other than for payment of money) as a result of any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, lightning, war, revolution, act of terrorism, strikes, lock-outs or other industrial action (whether of the affected party's own employees or others) or any industrial dispute provided that if any such delay or failure subsists for a period exceeding 65 Working Days then either party may terminate this Agreement by notice given to the other. Any termination under this Clause 19.8 shall be subject to Clause 18 but shall otherwise not cause either party to be liable to the other in respect of such termination.

19.9 Assignment

19.9.1 The Media Buzz reserves the right to assign the Agreement to any third party or any Affiliate of The Media Buzz.

19.10 Escalation Procedures

19.10.1 Any dispute between the parties arising in relation to or arising out of any aspect of this Agreement (whether as a matter of interpretation or otherwise) ("Relevant Dispute") shall be resolved in accordance with the provisions of this Clause 19.10.

19.10.2 When a party determines that a Relevant Dispute has arisen, that party shall notify the other in writing of the same and the respective account manager of each party shall consult in good faith in an attempt to resolve the Relevant Dispute.

19.10.3 Either of the account managers may refer a Relevant Dispute to a senior officer of its employer at any time. If the parties' senior officers fail to resolve a Relevant Dispute within 5 Working Days of such referral (or such other period as may be agreed between the parties) then either may refer the dispute to the Client's Managing Director (or equivalent office holder) and The Media Buzz's Managing Director from time to time. If the Client's and The Media Buzz's Managing Directors fail to resolve a Relevant Dispute referred to them within 15 Working Days of such referral then either party shall have the option of commencing litigation.

19.11 Governing Law and Jurisdiction

19.11.1 These terms and conditions are governed by and construed in all respects in accordance with the laws of England and the parties agree to be subject to the exclusive jurisdiction of the English courts.