Definitions

Approval Period
Period between notification by Default Blue Limited to the Client that The Job has been completed and the deadline for the Client to raise points regarding the work. A default period of 10 working days applies unless otherwise agreed.

Client
You.

Costs
Cost of creative work undertaken by Default Blue Limited. To include Materials, consumables, expenses and all other associated Costs, unless specifically quoted as a separate item on the official quotation.

Estimate
An approximate price or cost for The Job to provide a working indication of likely final price or cost. An estimate is never considered to be a fixed price or cost unless specified as a Quote.

Existing Clients
All Clients who first started trading with Default Blue on or before 31st December 2016.

Material
All products and services Used to produce The Job. Including, but not limited to, text, logos, data, files, photos, graphics, products, mock-ups.

New Clients
All Clients who first start trading with Default Blue on or after 1st January 2017.

Otherwise Agreed
Variances in these terms and conditions may be agreed by Default Blue Ltd and the Client. Any variances must be requoted in writing and signed by the parties in order for this agreement to be enforceable.

Price Variation
Estimates are based on Default Blue’s current Costs and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such Costs. All prices or Costs sent in writing by Default Blue to the Client are considered estimates unless otherwise specified.

Quote
A price or cost for a job provided in writing. All prices on the Quote will be valid for a period of 30 days from the date on the Quote unless otherwise agreed. After this 30 day period a requote may be made at the discretion of Default Blue. Default Blue will not charge more than the Quote unless the Quote specification changes or by agreement with the Client. All changes to pricing must be documented in writing.

Software
Total cost of any Software being purchased on behalf of the Client. Payment will be made in advance unless otherwise agreed. Full title to the Software will reside with the Client.

The Job
The Job for which Default Blue Limited has been contracted to undertake on behalf of the Client.

Third Party
Any organisation, or individual, singular or otherwise not Default Blue Limited or the Client.

Us or We
Default Blue Limited.

You
The Client.

Terms and Conditions

Terms

1 - Acceptance
All goods and services provided by Default Blue Limited to the Client will be subject to these terms and conditions and must accepted by the Client prior to or at the time of submission of work to Us. The terms and conditions listed apply to all Material which we undertake for our Clients unless, by exception, variance is otherwise agreed in writing. The issuing of instructions or acceptance of a Quote by a Client will constitute acceptance.

Financial

2 - Costs
The cost of goods and services provided by Default Blue Limited are as set cut on the Quote. Payment is required following completion of the work in accordance with the terms specified on the Quote, unless otherwise agreed. For all Clients a deposit of 50% of the Quote is to be paid before the commencement of the work, unless otherwise agreed.

For all Clients, Default Blue Ltd reserves the right to invoice the Client for work undertaken or at 3 monthly intervals from the date of commencing the work.

3 - Payment
Payment of the Costs for the work shall be made within 30 days of the date of the invoice unless otherwise agreed. All amounts stated are exclusive of VAT and/or any other applicable taxes or levy which shall be charged in addition at the rate in force at the date that any payment is required from the Client.

If payment is not received by the due date Default Blue Ltd shall be entitled to charge interest on the outstanding amount at the rate of 10% above the Bank of England base rate from time to time occurring daily.

In the circumstance that the Client is required to make payment in advance of any work not yet undertaken and no payment is made, Default Blue Ltd will:

• not proceed to undertake any further work,

• not make delivery of Materials

• remove any website files from the Default Blue web server without responsibility for any loss of data as a consequence

• remove and retain any printed or otherwise constructed Materials

• terminate this agreement

4 - Tax
Default Blue reserves the right to charge the amount of any value added tax payable whether or not included on the Estimate or invoice.

5 - Default
Accounts unpaid 7 days after the payment due date will be considered in default. We will, at our discretion, remove any website files from our web server and will not be held responsible for any loss of data incurred. Removal of such Material does not relieve You of the obligation to pay any outstanding charges. We will retain, or reclaim any printed or otherwise constructed items which may have been passed to the Client or any Third Party. Retention or reclamation of such items does not relieve You of the obligation to pay any outstanding charges. Cheques returned by the bank as unpaid for any reason will attract a “returned cheque” charge of £50 and bank Costs, Your account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Us reasonable expenses incurred by Us in enforcing these Terms and Conditions, including but not limited to legal fees and Costs for collection by Third Party agencies. Interest shall be payable by the Client on overdue accounts at the rate of 10% over the Bank of

England base rate to run from the due date for payment thereof until receipt by the Company of the full amount whether before or after judgement.

6 - Insolvency
See termination

Jobs

7 - Preliminary Work
All Jobs carried out, whether experimentally or otherwise, at the Client’s request shall be charged unless otherwise agreed.

8 - Minimum Charge
There is a minimum charge of half an hour for any work undertaken by Default Blue.

9 - Client Review and Approval
Default Blue will provide You with an opportunity to review the appearance and content of The Job during the design period. On completion of the project, The Job will be deemed to be accepted and approved unless You notify Us otherwise within the Approval Period.

10 - Termination
The Client may terminate this agreement at any time by notice in writing to Default Blue Ltd, such notice to take effect as specified in the notice. Upon receipt of the notice Default Blue Ltd shall be entitled to payment in full for all work and Materials provided in accordance with these terms and conditions. Titles for any such work provided shall remain with Default Blue Ltd.

11 - Project Material
Unless otherwise specified in the project quotation, any text copy will be provided by You in suitable electronic format suitable for reading with PC’s, by email or CD, and all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in gif, jpeg, psd, eps or tiff format. Although we will make every reasonable attempt to return to You any images or printed Material provided, this cannot be guaranteed.

12 - Materials Supplied by the Client
Default Blue Ltd will not accept responsibility for any defect in the work caused by defects in/or the unsuitability of Materials supplied or specified by the Client.

13 - Proofs and Drafts
All work shall be submitted for Client’s approval and Default Blue shall incur no liability for any errors not corrected by the Client in works so submitted. Client’s alterations and additional proofs necessitated thereby shall be charged extra.

Where the Client instructs Default Blue Ltd to prepare content, style, type, layout or any other part of the design and this causes additional work to be undertaken shall be subject to additional Costs.

14 – Ownership of Design Rights
For all designs created on or after 1st October 2014, Default Blue Ltd continues to own the rights to any design work on an on-going basis unless there is a contract in place which specifies that the ownership is transferred to the commissioner of the design.

15 - Copyright
The Client is to be responsible for the payment of royalties or other sums due to others for the Use and supply of the patents, articles, inventions and processes in the design documents. Clients will keep Default Blue Ltd indemnified against liability of the rights of third parties for such Use.

The Client retains copyright to any data, files, logos or other Materials provided to Default Blue Ltd and grants Default Blue Ltd to Use and publish such Material under this contract.

The Client is responsible for obtaining all necessary permissions and payment for Default Blue Ltd to Use Materials copyrighted to a Third Party to undertake the work. The Client shall indemnify Default Blue Ltd for all claims, Costs and liabilities however arising as a result of the Client’s failure to obtain necessary permissions and/or pay the necessary fees in relation to Materials copyrighted to a Third Party.

16 - Alterations by Client or Third Party
Default Blue does not accept responsibility for any alterations carried out by You or any Third Party to The Job at any time.

17 - Clients Property
Client’s property and all property supplied to Default Blue by, or on behalf of the Client, shall while it is in the possession of Default Blue or in transit to or from the Client be deemed to be at the Client’s risk unless Otherwise Agreed and the Client should insure accordingly.

18 - Access Requirements
The Client agrees to offer all support, practical assistance and information required by Default Blue to gain access (physical, electronic or otherwise) as appropriate for creation of The Job. This includes but is not limited to web servers, files, data, physical premises, (e.g. for photo shoots), Third Party resources.

19 - Design Credit
Websites: a link to the Default Blue website http://www.defaultblue.com with the wording “designed and built by Default Blue“ (or equivalent) or, if the site is to be hosted by Us, “Designed, Built and Hosted by Default Blue” will appear in either small type or by a small graphic at the bottom or to one side of Your website.

Printed Material: a design credit will be included in an appropriate place such that it does not affect the integrity of the product, but allows the User to see who designed the Material. Other Material: a design credit will be included where appropriate.

20 - Delivery of work
Delivery of The Job shall be accepted when tendered and thereupon (or, if earlier, on notification that The Job has been completed) payment shall become due. Should work be suspended at the request of the Client or delayed through any fault of the Client for a period of 30 days, Default Blue shall then be entitled to payment for The Job already carried out,

Materials specially ordered and other additional Costs including storage.

21 - Claims
Advice of damage, dissatisfaction of condition, delay or partial loss of goods in transit or of non-delivery, must be given in writing to Default Blue and the carrier within three clear days of delivery. (In the case of non-delivery, within 28 days of dispatch of the goods). All other claims must be made in writing to Default Blue within 7 days (5 working days) of delivery. Default Blue shall not be liable in respect of any claim unless the aforementioned requirements have been complied with, except in any particular case where the Client proves that it was not possible to comply with the requirements.

22 - Variations in Quantity
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional.

Technical Support

23 - Timely Manner
Default Blue will make reasonable efforts to provide technical support and to resolve any problems within a timely manner.

24 - Charges
Default Blue will charge for all technical support on the basis of hours and Costs. A standard hourly rate as agreed with the Client will be charged for all time spent working on matters relating to the Client. Any additional Costs or expenses arising as a result of the work carried out will be passed onto the Client.

Other

25 - Governing Law
These conditions and all other express terms of the contract shall be governed by and construed in accordance with the laws of England, Wales and Scotland.

26 - Liability
Default Blue shall not be liable in any way whatsoever for:

• Any damage of any kind (direct, indirect, consequential, incidental or punitive) which results from the Use of, access to or inability to Use the Material, or any information contained in any Material which it has designed.

• Any damage of any kind (direct, indirect, consequential, incidental or punitive) which results from the Use of, access to or inability to Use hardware, Software or other goods recommended, installed, supported, maintained by Default Blue.

• Any errors or omissions in the contents of any Material which it has designed, or any advice given, or support work carried out.

• Any damages to or viruses that may infect a site visitor’s computer equipment, Software, data or other property which result from a site visitor’s access to, Use of or browsing in any website designed by Default Blue.

• Any damages which result from the downloading of Material, data, text, images, video or audio from any website designed by Default Blue.

• Any content in any website linked to a website designed by Default Blue and any resulting damages from a website visitor’s access to any such linked site – website visitor’s link to any other such websites at their own risk.

• Any damage to a Client’s website caused as a result of unauthorised access to or intrusion or hacking of their website files by a Third Party.

• Each individual web site owner reserves the exclusive right to alter its site content in any way, at any time and for any reason without prior notification carrying no liability for any consequences of such changes. Should Default Blue work to any directive from a site owner to change the site content then such work is undertaken on the clear

understanding that no liability whatsoever relating to such changes is assigned to Default Blue.

• Default Blue will not be responsible for any damages arising from or relating to the Use of any Material created by or any goods or services provided by Default Blue including web hosting and internet marketing services or obtained in any manner through or in connection with any Material.

• Default Blue makes no warranties of any kind, expressed or implied for the services it provides.

• Default Blue disclaims any warranty or merchantability or fitness for a particular purpose. Without limiting the foregoing, Default Blue shall not be liable for loss of data resulting from delays, non-delivery, wrong delivery, work stoppage, computer, hardware or Software failure or malfunction or any and all service interruptions caused directly or indirectly by Default Blue.

• Default Blue shall not be liable to any business for any incidental, consequential, special, or punitive damages or lost or imputed profits or royalties arising out of this agreement or any goods, advice or services provided, whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether advice has been given of the possibility of any such loss or damage.

• In no event will Default Blue be liable for any damages in excess of any monies received by Default Blue from the Client.

27 - Illegal Matter
Default Blue shall be indemnified by the Client in respect of any claims, Costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any Material produced or hosted for the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

28 - Force Majeure
Default Blue shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure Materials required for the performance of the contract. During the continuance of such a contingency the Client may pay for work done and Materials Used but subject thereto shall otherwise accept delivery when available.

29 - General
These Terms and Conditions supersede all previous representations, understandings or agreements. Your acceptance of a quotation, verbal agreement to proceed or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Default Blue reserves the right to revise its terms, conditions and charges at any time and without prior notice.