Legal stuff

THEME3 TERMS OF BUSINESS

Payment Terms:

50% of total fee with order (Initial Payment Invoice) – balance billed on presentation of each stage and payment due in 14 days.

Fees – charging policy:

Our fees are calculated on the basis of the time spent on each project by the Directors and staff and on the levels of skill and responsibility involved. Unless otherwise agreed our fees will be charged separately for each of the

main stages of work described in the quotation and will be billed at appropriate intervals during the course of the project and will be due in fourteen days.

Any amount quoted in AED – Emirati Dirham / USD – US Dollar ($) / EUR -Euros (€) or any other currency will have an equivalent Sterling (£) amount alongside it (using the conversion rate on the day of quoting at

www.xe.com), at any stage of payment it is the value of the Sterling amount that must be paid in full.

.All costs exclude:

VAT, artwork, photography, scanning, copywriting, materials & expenses, subsistence, accommodation, taxis, air travel, car travel (charged at a rate of .65p per mile) and deliveries.

N.B Air travel will be business class unless otherwise agreed and accommodation will be five star or equivalent. Our quote is subject to VAT and THEME3 standard terms and conditions.

The quote is valid for 30 days from date issued.

Delayed or late payment:

Payments not received after fourteen days or payment terms stated within the text of this quotation, will incur an additional charge as entitled to under the terms of the Late Payment of Commercial Debts (Interest) Act 1998.

Interest due will be calculated using the Statutory Interest calculator on the government sponsored website www.payontime.co.uk

Delayed Projects:

If delays or variations, beyond our control, occur to the scope of projects or if delay or variations occur due to your failure to provide us with the necessary materials, information or consent required to progress the work, or you

wish to change the scope of the works as set out in this proposal we reserve the right to adjust our fees accordingly. Clients will be made aware of such issues in advance of them occurring.

Specialist Consultants/advisors:

Unless otherwise stated our fees do not include for Project Management, Services in connection with local authority (including planning and building control) or landlords approvals, CDM co-ordination, Dimensional, Structural,

dimensional or other surveys**, Structural engineering services. Specialist third parties may be legally required or may assist you during the project

(see elucidation under ‘Compliance’ and sub paragraphs, below).

Site Surveys:

For refurbishment/fit-out projects we will prepare our design intent drawings based on site information supplied to us by you or a competent third party. We assume no responsibility for the accuracy of our drawings based on

such information. If you are in any doubt about the accuracy or comprehensiveness of survey information you are able to provide us, we will require you to commission suitable surveys. We are able to provide this service.

DDA:

The Disability Discrimination Act has been legally enforceable as of October 2004. We can provide more information on request. It is the client’s responsibility to meet their obligations under this act. Please note the above

listed possible requirements may not be exhaustive and it

is the responsibility of the client or their qualified appointed agent to ensure all works are fully in compliance.

Intellectual Property:

On payment of our fees in full you shall be entitled to use the creative work forming any part of the Deliverable exclusively and at one site. Further use is permitted on payment of additional license fees and we ask you refer

to us for a quotation. We are the owners of all copyright in the materials we use to share our knowledge of the branding process and customer experience and which are in existence as of the date of this agreement and you

obtain no right or license to use those materials except as part of the work set out in this Proposal. These copyright works and the knowledge we share with you are valuable business assets of ours and you will also keep

these materials and the information we impart to you confidential to your business and will not share such materials with any third party.

We assert our right to be credited as creators on copyright works produced by you from Deliverables on products which carry your brand and which were created by us for you. We also reserve the right to use the Deliverables

should we wish to for portfolio purposes.

Liability:

Our liability for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees invoiced by us to you for the Deliverables.

We shall not be liable to you for any damages of any kind, including without limitation compensatory, direct, indirect or consequential damages, loss of data, business, revenue, income, profit, anticipated savings, reputation or

goodwill, loss of or damage to property and claims of third parties.

Disputes:

In the event of any dispute arising during the time that we are working with you under this Proposal we agree that a senior person from each of our respective businesses shall meet in good faith and by telephone if necessary

to discuss a resolution. If the matter cannot be resolved after that meeting or after a time agreed by both parties for one or other of us to take steps to resolve the matter the dispute shall be referred without delay to

mediation in accordance with the rules of the Centre for Alternative Dispute Resolution to be heard within one month of such reference. Our Agreement is made under the law in England and Wales and subject to the

procedure set out in this clause having been complied with the courts in England and Wales shall have exclusive jurisdiction to hear the matter. Other Possible Third Party Services for Consideration: Quantity Surveyor – Not

legally required; may be of assistance for budgeting, tender preparation, cost control services.

Termination:

We may terminate this agreement on 30 days written notice in the event that you are in material breach of our agreement and have failed to remedy such breach in cases where remedy is possible within 14 days of having

received notice of breach. You may not terminate this agreement unless we are in materials breach and you have served notice on us of such breach and we have failed to remedy such breach. Your acceptance of these terms

commits you to payments of all fees set out in the Proposal even if you ask us to discontinue the work.

Fees Indemnity:

In consideration of our rendering to the Company professional or other services of whatsoever nature we set out below a fees indemnity: We the undersigned, being directors/or shareholders of the company hereby agree that

in consideration of your rendering to the company at its request or at our request or the request of any of its employees, agents or representatives professional or other service of whatsoever nature we shall be jointly and

severally liable as between ourselves and with the company for the due payment of each and every account.

THEME3 POLICY ON PRESS STATEMENTS AND MARKETING

THEME3 wish to actively engage with the press. In order to keep our operating costs at manageable level, we choose not to advertise our services to potential clients. (This approach ultimately reduces the fees we need to

charge our clients). Instead, we want our work to become famous and for it to speak for itself.

•As part of this agreement we ask for your permission to promote the work that we produce for you. Promotion may come via the press, our website or case studies.

• All presswork will be conducted with the express intention of reflecting as well on you, our client, as on ourselves. Experience tells us that members of the press often work to tight deadlines and we sometimes need to move

quickly to ensure that each story hits copy dates. We greatly appreciate your help and understanding when it comes to providing content or approving copy (as applicable).