1. Definitions

1.1. In this Agreement the capitalized words above shall have the meaning assigned

to them and the following capitalized terms shall have the following meanings:

1.1.1. “Client Content” means all materials, information, photography, writings

and other creative content provided by The Client for use in the preparation

of and/or incorporation in the Deliverables;

1.1.2. “Deliverables” means the services and work product specified in the

Proposal Document to be delivered by The Like Minded to The Client, in

the form and media specified in the Proposal Document;

1.1.3. “Final Work” means all creative content developed or created by The

Like Minded, or commissioned by The Like Minded, exclusively for the

Project and incorporated into and delivered as part of the Final Deliverables,

including and by way of example, not limitation, any and all visual

designs, visual elements, graphic design, illustration, photography, animation,

sounds, typographic treatments and text, modifications to Client

Content, and The Like Minded’s selection, arrangement and coordination

of such elements together with The Client Content and/or Third Party

Materials;

1.1.4. “Final Deliverables” means the final versions of Deliverables provided by

The Like Minded and accepted by The Client;

1.1.5. “Intellectual Property Rights” means copyright, patents, utility models,

trade marks, service marks, design rights (whether registered or unregistered),

database rights and proprietary information rights in all materials,

designs, programmes, reports, manuals, visual aids, advice and any

other material;

1.1.6. “Preliminary Works” means all artwork including, but not limited to, concepts,

sketches, visual presentations, or other alternate or preliminary

designs and documents developed by The Like Minded and which may

or may not be shown and or delivered to The Client for consideration but

do not form part of the Final Work;

1.1.7. “Project” means the scope and purpose of The Client’s identified usage

of the work product as described in the Proposal Document;

1.1.8. “Services” means all services and the work product to be provided to

The Client by The Like Minded as described and otherwise further defined

in the Proposal Document;

1.1.9. “Third Party Materials” means proprietary third party materials which are

incorporated into the Final Deliverables, including without limitation stock

photography or illustration;

1.1.10. “Trade Marks” means trade names, words, symbols, designs, logos or

other devices or designs used in the Final Deliverables to designate the

origin or source of the goods or services of The Client..

2. Invoices and terms of payment

2.1. Where a cost is negotiated and agreed prior to the commencement of a project,

this will be the fee that will be charged to The Client.

2.1.1.For projects with a total value greater than £8,000. 50% of the agreed

fee being payable at the commencement of the engagement and the

balance becoming due upon completion of the project, unless an alternative

payment schedule has been agreed in writing.

2.1.2.For projects with a total value less than £8,000,100% of the agreed fee

being payable upon completion of the project, unless an alternative payment

schedule has been agreed in writing.

2.2. Payments may be made by business/personal cheque, telegraphic transfer or

BACS transfer. Our standard terms of payment are 30 days.

2.3. The Client is always responsible for settling charges. If The Client is acting for a

third party from whom it is intended to recover some or all of The Like Minded’s

charges, this can in no way impinge upon The Like Minded’s relationship with

that client and these terms of business relating to the payment of charges and

expenses will at all times apply to The Client.

2.4. If it is necessary or appropriate to carry out work in addition to that quoted and

set out in the estimate, additional fees may be charged. The Like Minded will

ensure that an authorised representative of The Client has agreed any additional

charges in advance and in writing.

2.5. In the event of cancellation or postponement of an engagement, The Client will

be liable for all costs relating to the Engagement to date, measured on a time

and materials basis.

3. Expenses

3.1. Unless otherwise agreed as part of an Engagement expenses shall not be payable

by The Client.

4. Instructions

4.1. Instructions for work must be made to The Like Minded by an authorised representative

of The Client by email. In exceptional circumstances instructions may

be provisionally accepted verbally and by telephone with the proviso that such

instructions must be subsequently confirmed in writing within 48 hours.

5. Client Identity

5.1. To meet the Money Laundering Regulations 2007, The Like Minded may have to

ask The Client for information confirming identity, financial details and sources of

funding. The Client must comply with requests for proof of identity as set out in

the engagement letter and if requested will meet The Like Minded to verify identity.

If The Client fails to comply with requests for identity, The Like Minded will

be unable to provide services. The Like Minded is required to maintain records

relating to clients’ identities, and may ask The Client to provide updated proof of

identity from time to time.

6. Confidentiality and Publicity

6.1. Except as required by the courts or by any other statutory authority The Like

Minded will keep confidential any information obtained from The Client, unless

The Client requests disclosure in writing. Similarly, The Like Minded is not bound

to pass on or use for the benefit of The Client confidential information obtained

from anyone else. The Like Minded is sometimes asked to provide information

about experience, including matters handled and clients acted for. This material

may include statements identifying some clients as clients of The Like Minded.

6.2. The Client is obliged to inform The Like Minded if such disclosure is unacceptable;

otherwise The Like Minded understands that it is free to provide such details,

when appropriate.

6.3. Adherence will be made to the provisions under the Data Protection Act in force

at the due time.

7. Rights: Client Content, Third Party Materials, Preliminary Works etc.

7.1. In respect of materials other than the Final Work:

7.1.1. Client Content, including all pre-existing Trade Marks, shall remain the

sole property of The Client or its respective suppliers, and The Client or

its suppliers shall be the sole owner of all rights in connection therewith.

The Client hereby grants to The Like Minded a nonexclusive, nontransferable

license to use, reproduce, modify, display and publish the Client

Content solely in connection with The Like Minded’s performance of the

Services and limited promotional uses of the Deliverables as authorized

in this Agreement.

7.1.2. All Third Party Materials are the exclusive property of their respective

owners. The Like Minded shall inform The Client of all Third Party Materials

that may be required to perform the Services or otherwise integrated

into the Final Work. Under such circumstances The Like Minded shall

inform The Client of any need to license, at The Client’s expense, and

unless otherwise provided for

by The Client, The Client shall obtain the license(s) necessary to permit

The Client’s use of the Third Party Materials consistent with the usage

rights granted herein. In the event The Client fails to properly secure or

otherwise arrange for any necessary licenses or instructs the use of

Third Party Materials, The Client hereby indemnifies, saves and holds

harmless The Like Minded from any and all damages, liabilities, costs,

losses or expenses arising out of any claim, demand, or action by a third

party arising out of The Client’s failure to obtain copyright, trade mark,

publicity, privacy, defamation or other releases or permissions with respect

to materials included in the Final Work.

7.1.3. Upon completion of the Services and expressly conditioned upon full

payment of all fees, costs and out-of- pocket expenses due, The Like

Minded assigns to The Client all ownership rights, including any copyright,

in and to any artworks or designs comprising the works created by

The Like Minded for use by The Client as a Trade Mark. The Like Minded

shall cooperate with The Client and shall execute any additional documents

reasonably requested by The Client to evidence such assignment.

The Client shall have sole responsibility for ensuring that any proposed

trade marks or Final Deliverables intended to be a Trade Mark

are available for use in commerce and federal registration and do not

otherwise infringe the rights of any third party. The Client hereby indemnifies,

saves and holds harmless The Like Minded from any and all

damages, liabilities, costs, losses or expenses arising out of any claim,

demand, or action by any third party alleging any infringement arising

out of Client’s use and/or failure to obtain rights to use or use of the

Trade Mark.

7.1.4. The Like Minded hereby grants to The Client a non-exclusive, irrevocable,

personal, worldwide, royalty-free license in perpetuity to use the

Preliminary Works and the Deliverables for any and all purposes legitimately

pursued by The Client.

8. Rights: Final Work

8.1. Upon completion of the Services, and expressly subject to full payment of all

fees, costs and out-of-pocket expenses due, The Like Minded grants to The Client

ownership of the Final Work and the Final Deliverables and hereby assigns

to The Client all Intellectual Property Rights, including any copyright, in and to

any film, sound recording, music, artworks or designs, required to grant such

ownership.

9. Warranties

9.1. The Client represents and Warrants to The Like Minded that

9.1.1. The Client owns all right, title, and interest in, or otherwise has full right

and authority to permit the use of the Client Content,

9.1.2. To the best of The Client’s knowledge, the Client Content does not infringe

the rights of any third party, and use of the Client Content as well

as any Trade Marks in connection with the Project does not and will not

violate the rights of any third parties,

9.1.3. The Client shall comply with the terms and conditions of any licensing

agreements which govern the use of Third Party Materials and which

The Client is made aware of by The Like Minded or the third party owner,

and

9.1.4. The Client shall comply with all laws and regulations as they relate to the

Services and Deliverables.

9.2. The Like Minded represents and warrants to The Client that:

9.2.1. Except for Third Party Materials and Client Content, the Final Deliverables

shall be the original work of The Like Minded.

9.2.2. To the best of The Like Minded’s knowledge, the Final Work provided by

The Like Minded and The Like Minded’s subcontractors does not infringe

the rights of any party, and use of same in connection with the

Project, will not violate the rights of any third parties. In the event The

Client or third parties modify or otherwise use the Deliverables outside of

the scope or for any purpose not identified in the Proposal Document or

this Agreement or contrary to the terms and conditions noted herein, all

representations and warranties of The Like Minded shall be void.

9.3. Except for the express representations and warranties stated in this Agreement,

The Like Minded makes no warranties whatsoever. The Like Minded explicitly

disclaims any other warranties of any kind, either express or implied, including

but not limited to warranties of merchantability or fitness for a particular purpose

or compliance with laws or regulations applicable to the Project.

10. Liability

10.1. Nothing in this Agreement shall limit or exclude a party’s liability:

10.1.1. For death or personal injury caused by its negligence, or that of its employees,

agents or sub-contractors;

10.1.2. For fraud or fraudulent misrepresentation;

10.1.3. For breach of any obligation as to title or quiet possession implied by

statute; or

10.1.4. For any other act, omission, or liability which may not be limited or excluded

by law;

10.1.5. For the breach of applicable data protection laws; and

10.1.6. Under the indemnity in Clause 9.

10.2. The Like Minded will perform the engagement within the remit of the Instructions

with reasonable skill and care, whilst liability to The Client for losses, damages,

costs or expenses shall be subject to the following provisions:

10.2.1. The Like Minded shall not be liable if such losses are due to the provision

of false, misleading or incomplete information or documentation

from any other organisation except The Like Minded Ltd.

10.2.2. Subject to Clause 10.1, the liability of The Like Minded to The Client

shall be limited to a maximum of the fees pertaining to the Instruction

given.

11. Financial Services and Markets Act

11.1. The Like Minded does not conduct activities, which require it to be regulated

by the Financial Services Authority (“FSA”) and is not authorised by the FSA.

12. Termination

12.1. The Client may terminate instructions in writing at any time giving a minimum

of 7 days notice, the period for which all anticipated fees will immediately become

due; however The Like Minded will be entitled to keep relevant deliverables

while there is money owing for agreed charges and expenses.

12.2. In some circumstances, such as Act of God, if The Like Minded considers that

services can no longer be provided, notice will be given to The Client.

12.3. In the event of termination, The Like Minded shall immediately return all Client

Content to The Client.

13. The Like Minded Ltd

Registered in England and Wales under The Like Minded No. 8311209 at

1st floor Portland Place, Portland Gardens, Marlow, Buckinghamshire, SL7 2LR

13.1. All legal notices to be served at the registered address (above).

14. Trading Address

14.1. 1st floor, Portland Gardens, Portland Place, Marlow, Buckinghamshire, SL7

2LR, United Kingdom.

15. General

15.1. If any part of these terms and conditions is held to be invalid or unenforceable

under any applicable statute or rule of law then it will be deemed to be replaced

with something as near to the original intent of the clause as is allowable under

the applicable law.

15.2. These terms and conditions together with the Proposal Document constitutes

the entire understanding between the parties with respect to the subject matter

hereof and supersedes the terms of any purchase order, trial agreement or similar

instrument relating to the Final Work provided that nothing in these terms and

conditions will operate to limit or exclude either party’s liability for any fraudulent

statement, act or omission.

15.3. The failure of either party to give notice of non-performance, breach or termination,

or to otherwise enforce any rights hereunder, shall not constitute a waiver

of any terms or conditions herein.

15.4. All rights and remedies available to the parties under these terms and under

the general law shall be cumulative and no exercise by either of the parties of

any such right or remedy shall restrict or prejudice the exercise of any other right

or remedy granted by this Agreement or otherwise available to it.

15.5. These terms and conditions shall be governed by and construed in accordance

with the laws in force from time to time in England and Wales and the

Courts of England shall have exclusive jurisdiction.