1. Definitions

   1. ‘Agreement’ means the document specifying the fee and description of Work agreed by the Client together with these terms and conditions.
   2. The ‘Client’ means the company, firm or person commissioning Work as stated on the Agreement.
   3. The ‘Agency’ means Equimedia Limited trading as “taste for digital”.
   4. The ‘Parties’ means the Client and Equimedia Ltd trading as “taste for digital”.
   5. “Work” means the services provided by the Agency together with any materials and software as agreed between the Parties and set out on the front page of the Agreement.

2. Delivery

   1. Delivery of the work shall be made in accordance with the terms stated on the Agreement.
   2. Delivery of Work does not constitute ownership of the intellectual property or physical materials comprised within the Work by the Client. 2.3 Risk in goods passes to the Client upon delivery to the Client or third parties acting on behalf of the Client.

3. Charges and Payment

   1. Client shall pay all due fees and costs to the Agency in accordance with any payment schedule set out in the Agreement.
   2. VAT will be charged for goods and services rendered. The charges stated on the Agreement exclude VAT unless otherwise stated.
   3. Client will effect payment by direct transfer, credit or debit card payment to the bank account nominated by the Agency prior to commencement of work.
   4. If credit terms are agreed between the Parties payment to be made by the Client no later than thirty (30) calendar days from date of invoice
   5. If credit terms are agreed and any sum due from the Client to the Agency under this Agreement is not paid within thirty (30) days of its due date then (without prejudice to any other rights and remedies available to Equimedia Ltd) the Agency shall be entitled to charge, and the Client agrees to pay, the interest on such unpaid sums on a day to day basis at the annual rate of 2% above the prevailing base rate of Nat West Bank plc from the date when payment became due until the date on which payment is received.
   6. In the event of the termination of this Agreement the Agency shall be entitled to calculate and render an invoice to the Client in relation to all services provided pursuant to this Agreement and in relation to which no element of the fees and costs have been paid. Such calculation shall be carried out at the discretion of the Agency acting reasonably and taking into account the overall value of the fees and costs and the nature and extent of the services provided.

4. Ownership and Intellectual Property

   1. Client retains all intellectual property rights in the materials supplied to taste for digital.
   2. Client grants to Taste for digital a non-exclusive licence to use their materials, solely for the performance of the Agency’s obligations under this Agreement.
   3. The intellectual property rights in the products of taste for digital’s services hereunder, vest in Equimedia Ltd and no assignment or transfer of any such intellectual property rights shall be made.
   4. The intellectual property rights in Equimedia Ltd’s software is retained by Equimedia Ltd and shall not transfer to the Client at any time.
   5. The Agency grants to Client a non-exclusive licence in and to the Equimedia software for the purpose of operating the Work as delivered by taste for digital to the Client and for the purpose of promoting, advertising and publicising the Work.

5. Acceptance, Changes and Sign Off Process

   1. taste for digital shall ensure that the Work (or part thereof as applicable) is ready for the sign off process to be carried out in accordance with the Agreement.
   2. Client shall accept the Work (or part thereof as applicable) immediately after the Work (or part thereof as applicable) has passed the sign off process or notify taste for digital of any non-acceptance of any element of the sign off process within one (1) day of the sign off process.
   3. If either Party wishes to make any changes to the terms of the Agreement (the “Changing Party”) it shall notify the other Party (the “Non-Changing Party”) in writing and if accepted and agreed by the Non-Changing Party the terms of the Agreement shall be amended accordingly and the Parties shall negotiate in good faith an amendment to the charges.

6. Warranties and Indemnities

   1. Each Party agrees to indemnify the other against all damages, costs and expenses (including reasonable legal costs) reasonably incurred by it arising from any failure by the indemnifying Party to comply with its obligations under this Agreement.
   2. Each Party warrants that it has full right, power and authority to enter into this Agreement and to perform the acts required of it hereunder.

7. Termination

   1. This Agreement shall take effect from the date hereof and shall continue until terminated by either party in accordance with these terms and conditions.
   2. Either party (“Non-Defaulting Party”) may terminate this Agreement with immediate effect by written notice to the other party (“Defaulting Party”) if the Defaulting Party commits a material breach of its obligations under this Agreement and, if the breach is capable of remedy, fails to remedy it during the period of fourteen (14) days starting on the date of receipt of notice from the Non-Defaulting Party requiring it to be remedied or the Defaulting Party commits a material breach of its obligations which is not capable of remedy.
   3. Either party shall be entitled to terminate this Agreement immediately upon written notice to the other if either party enters into liquidation, becomes unable to pay its debts in the ordinary course of business, passes a resolution for a winding up, has a receiver appointed over all or any of your assets or otherwise become insolvent under the laws of the country in which it is incorporated or domiciled, or the other party ceases, or threatens to cease, to carry on business.
   4. Client shall have the right to terminate this Agreement upon written notice to taste for digital in the event that the Work has not passed the sign off process (provided always that taste for marketing has been given all reasonable opportunity to revise/correct the Work).
   5. Following the completion of the initial term of the Agreement by taste for digital the Client shall have the right to terminate this Agreement upon thirty (30) days prior written notice to the Agency unless other termination arrangements are detailed in the Agreement.
   6. The Agency shall have the right to terminate this Agreement where delay or default on the part of the Client in providing materials is likely in the Agency’s reasonable opinion to adversely impact the quality of the services to be provided by taste for digital hereunder.
   7. In the event of termination or expiry of this Agreement subject to payment of all outstanding elements of the fees and costs in accordance with clause 3.1 taste for digital agrees to deliver any undelivered part of the Work developed up to termination to Client.
   8. None of the parties hereunder shall be liable to pay any compensation to the other for loss of profits or loss of goodwill arising as a result of the termination of this Agreement.
   9. Termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued to either party prior to such termination.

8. Force majeure

   1. Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any failure to perform any obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or failure is due to circumstances beyond its reasonable control. If those circumstances prevail for a continuous or aggregate period in excess of thirty (30) days, the parties shall enter into good faith discussions with a view to agreeing such alternative arrangements as may be reasonable in all the circumstances or either party may terminate the Agreement.

9. General

   1. No waiver of any right or remedy or variation of the terms of this Agreement will be effective unless given in writing.
   2. The terms of the Agreement can in no way be construed as constituting a partnership between the Client and taste for digital.
   3. Right to enforce the terms of the Agreement extends only to those parties defined (Agreements (Rights of Third Parties) Act 1999).
   4. These terms and conditions are legally binding save where varied or superseded by an agreement in writing signed by both parties.
   5. The Agreement is subject to English Law and the exclusive jurisdiction of English Courts of Law.