CONDITIONS OF SUPPLY

1. Definitions and Interpretation:
   1. The following terms as used herein shall have the meaning as stated:
      • "Brief" means the Company's written acknowledgment of the Client's instructions to the Company to undertake work for the Client;
      • "Charges" means the Company's charges for supplying the Deliverables to the Client which are referenced in the Brief;
      • "Company" means Peachtree (UK) Limited;
      • "Confidential Information" means any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential, or the information could reasonably be supposed to be confidential, which, for the avoidance of doubt, includes all Output Material;
      • "Conditions" means these Conditions of Supply;
      • "Contract" means a Contract between the Company and the Client, as evidenced by the Brief;
      • "Client" means the party named as the Client in the Brief;
      • "Deliverables" means the Design, the Output Material and the Services;
      • "Design" means the design to be produced by the Company for the Client in accordance with the Contract;
      • "Input Material" means any documents, files, plans, drawings, designs, content, text, images, logos, photographs or other materials, and any specification, data or other information provided by the Client to the Company relating to the Design and/or the Services;
      • "Intellectual Property Rights" means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
      • "Output Material" means any design, documents, files, plans, drawings, designs, content, text, images, logos, photographs or other materials, and any specification, data or other information provided by the Company to the Client relating to the Design and/or the Services;
      • "Personal Data" shall have the meaning ascribed to it in the Data Protection Act 1998;
      • "Services" means the packaging design services referenced in the Brief (including any part or parts of them) and any other design services to be provided by the Company in accordance with the Contract (including any part or parts of them);
      • "Third Party Contractor" means any third party engaged by the Client to undertake any services or supply any goods to the Client, including any model maker, manufacturer or supplier;
   2. A reference to a clause is to a clause of these Conditions. Clause headings shall not affect the interpretation of these Conditions.
   3. Any reference to "parties" means the parties to the Contract and "party" shall be construed accordingly.
   4. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
   5. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
   6. Words in the singular include the plural and in the plural include the singular.
2. Application of Conditions:
   1. No Contract shall come into existence other than in accordance with the Brief.
   2. The Contract shall be governed by these Conditions to the exclusion of any other terms or conditions.
   3. No amendment of these Conditions or variation to the Contract shall be valid unless agreed in writing by the parties hereto.
3. Obligations of the parties:
   1. The Company warrants (subject to the other provisions of these Conditions) that the Services will be performed with reasonable skill and care.
   2. The Company's liability pursuant to clause 3.1 shall be limited to re-performing any Services found not to have been performed with reasonable skill and care, provided that the failure of or defect in the Services is notified to the Company within 72 hours from completion of performance; otherwise, the Services shall be deemed to be satisfactory.
   3. The Company's obligations to the Client under the Contract shall be limited to supplying the Deliverables to the Client in accordance with the Contract and any changes, alterations or additions to the Deliverables or any related materials will be charged at the Company's applicable rates. Any errors, inaccuracies, omissions or delays occasioned by the Client and/or any errors or amendments which are not corrected or made by the Client within any timeframe stipulated by the Company will also incur additional charges.
   4. The Services will be performed in separate stages and invoiced upon the completion of each stage, as outlined in the Brief.
   5. Any performance timescales given by the Company are estimates only and the Company shall not be liable for any delay in performing or completing the Services, unless the Company has agreed in writing to abide by any specific performance or completion date(s).
   6. All obligations of the Company under the Contract shall be deemed to have been fulfilled and the Services deemed to have been completed and accepted by the Client upon delivery of the Design to the Client.
   7. The Client shall be solely responsible for undertaking suitable product testing in order to ensure that the Design (or any product embodying or incorporating the Design) is fit for purpose and for putting in place appropriate product liability insurance.
   8. The Company shall have no liability for any deviation from any Design occasioned by the Client or any Third Party Contractor, nor shall the Company be liable for the advice, actions or workmanship of any Third Party Contractor, nor for any materials provided or used by any Third Party Contractor, nor for the consequences of any delay or inaction of any Third Party Contractor. The Client shall hold the Company harmless and shall fully and promptly indemnify the Company against all liabilities, costs, damages and expenses which the Company may incur as a result of any matter identified in this clause 3.8.
   9. The Company shall have the right to publicise the Company's association with the Client and to use for promotional purposes any description, illustration or photograph of the Design (or any product embodying or incorporating the Design) immediately following the publication of the Design (or any product embodying or incorporating the Design) in the public domain.
   10. Where the Services include website design services, a design credit with a link to the Company's website shall also appear on all pages of the website designed by the Company, either in text or graphic format. The link will be designed to fit the overall look and feel of the website designed by the Company.
   11. The Client shall not, without the prior written consent of the Company, whether acting on the Client's own account, on behalf of, or with any other person (including any person which the Client directs to act on its behalf), at any time from the date of first provision of the Services to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
   12. Any consent given by the Company in accordance with clause 3.11 shall be subject to the Client paying to the Company a sum equivalent to 20 % of the then current annual remuneration of the Company's employee, consultant or subcontractor as aforesaid.
4. Charges and Payment:
   1. The Charges, costs, disbursements and expenses payable under the Contract shall be those which are referenced in the Brief or subsequently notified to the Client and all such Charges, costs, disbursements and expenses are exclusive of Value Added Tax or any similar tax.
   2. The Charges, costs, disbursements and expenses payable under the Contract shall be paid in such amounts and at such times as are stipulated by the Company. Time for payment shall be of the essence.
   3. Should the Client fail to make any payment due under the Contract, then the Company shall have the right to deem such failure to be a repudiation of the Contract (in which case it shall so inform the Client in writing) and without prejudice to any other right or remedy, the Company may:
      1. terminate the Contract and recover from the Client damages for any loss suffered by the Company as a result of such termination; and/or
      2. cancel any other contract or the remainder of any other contract which the Company may have with the Client and recover from the Client damages for loss suffered by the Company as a result of such cancellation; and
      3. claim interest from the due date on the unpaid amount at the annual rate of 5 % above the London Interbank Offered Rate (LIBOR), accruing on a daily basis until payment is made, whether before or after any judgment; or
      4. claim interest from the due date on the unpaid amount accruing on a daily basis at the rate prescribed by the Late Payment of Commercial Debts (interest) Act 1998;
      5. claim late payment fees with respect to the unpaid amount; and
      6. suspend any further work under the Contract or any other contract until payment is made in full and in addition the Company may, by notice in writing to the Client, treat any such contract as repudiated by the Client and recover all losses and expenses suffered by the Company as a result of such repudiation.
5. Intellectual Property Rights, Confidentiality and Data Protection:
   1. The Client shall provide the Company with all Input Material and with all information, access, facilities, co-operation and support that may be required to enable the Company to discharge its obligations under the Contract. The Client shall ensure that all Input Material and all other required information is correct, accurate and complete and is promptly submitted to the Company. No liability shall be accepted by the Company for any errors, inaccuracies or omissions in any Input Material or in any required information, nor shall any liability be accepted for any failure to include any such Input Material or information due to any delay occasioned by the Client.
   2. The Client grants the Company permission to utilise all Input Material in any manner in which the Company deems fit for the purposes of performing its obligations under the Contract. The Client warrants that all Input Material belongs to or is validly licensed to the Client and that any and all use made thereof and work done in accordance with the Client's instructions shall not infringe any Intellectual Property Rights of any third party. The Client shall hold the Company harmless and shall fully and promptly indemnify the Company against all liabilities, costs, damages and expenses which the Company may incur as a result of any and all use made thereof and/or work done as aforesaid which infringes any third party Intellectual Property Rights.
   3. The Client further warrants that no Input Material shall be illegal, offensive, abusive, indecent, defamatory or obscene and agrees to fully and promptly indemnify the Company against any claim arising from any use thereof.
   4. Any and all Intellectual Property Rights (howsoever existing or arising), in relation to the Deliverables shall at all times vest in and belong solely and exclusively to the Company.
   5. The Client acknowledges the Company's ownership of any and all Intellectual Property Rights in the Deliverables and agrees not to contest the Company's ownership or use of any such Intellectual Property Rights.
   6. Output Material may only be copied, reproduced, published or distributed:
      1. with the prior written consent of the Company;
      2. subject to such restrictions as the Company may require; and
      3. on condition that the Company shall be given full credit for any Output Material which is copied, reproduced, published or distributed in accordance with this clause 5.6.
   7. No licence to any Intellectual Property Rights in the Deliverables shall be granted to or implied in favour of the Client other than in accordance with the provisions of clause 5.8, below. For the avoidance of doubt, the Client agrees that it will not transfer or assign any rights or interest in the Deliverables without the Company's prior written consent.
   8. Subject to the prior payment to the Company of all Charges, costs, disbursements and expenses under the Contract, the Company grants the Client a non-exclusive, revocable, non-transferable, non-assignable and personal licence to make use of the Deliverables in accordance with the Contract. All Intellectual Property Rights arising from the exercise of this licence by the Client shall vest in and belong solely and exclusively to the Company.
   9. For the avoidance of doubt and unless otherwise agreed in advance in writing by the Company, the licence granted to the Client pursuant to clause 5.8 shall not entitle the Client to amend or vary the Design, or add anything to or remove anything from the Design, or substitute any other design or material for the Design, in whole or in part.
   10. If the Company agrees in writing to permit the Client to do any of the things proscribed by clause 5.9, all Intellectual Property Rights arising from the doing of any of those things shall vest in and belong solely and exclusively to the Company and the Client shall pay any royalties and other payments requested by the Company and shall take any other action that the Company reasonably deems necessary in connection therewith, at the Client's own cost.
   11. The provisions of clauses 5.7, 5.8, 5.9 and 5.10 shall apply to the Client without limitation where the Client is to enter into a contract with a Third Party Contractor. The Client shall additionally (subject always to the requirements of clause 5.15) notify the Third Party Contractor of the aforesaid restrictions placed upon the Client and shall ensure that the Third Party Contractor abides by those restrictions.
   12. Without limiting the provisions of clause 5.4, the Company retains the right in all cases to use the Deliverables in any manner, at any time and in any part of the world (subject to any particular limitation, if any, previously agreed by the Company and then only to the extent of that limitation), for the purposes of advertising or otherwise promoting the Company's work and in order to provide services similar or identical to the Services to third parties.
   13. The Client and the Company agree that in the course of the Company supplying the Deliverables to the Client the parties will disclose to each other certain Confidential Information. The Client and the Company agree that each party will maintain the Confidential Information's confidentiality and not disseminate it to any third party without the disclosing party's prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party's possession through no fault of the receiving party. Neither party shall use any Confidential Information for any purpose other than the discharge of its obligations under the Contract. For the avoidance of doubt, the Client shall not use or exploit any of the Confidential Information of the Company in any manner not approved by the Company.
   14. The prior written consent of the Company to the disclosure of Confidential Information shall be required in accordance with clause 5.13 where the Client is to enter into a contract with a Third Party Contractor and the Client shall subject the Third Party Contractor to like obligations of confidentiality to those set out in clause 5.13 prior to entering into the contract with the Third Party Contractor.
   15. The Client acknowledges that disclosure or use of Confidential Information in violation of clauses 5.13 or 5.14 could cause irreparable harm to the Company for which monetary damages may be difficult to ascertain or may be an inadequate remedy. The Client therefore agrees that the Company will have the right, in addition to its other rights and remedies, to seek and obtain injunctive or other equitable relief for any breach or anticipated breach of clauses 5.13 and/or 5.14.
   16. The Client warrants that it has the legal right to disclose all Personal Data that it discloses to the Company under the Contract and that the processing of any such Personal Data by the Company for the purposes of and in accordance with the terms of the Contract will not breach any applicable laws (including the Data Protection Act 1998).
6. Warranties, Liability and Indemnity:
   1. Except for the warranty given by the Company in clause 3.1, all other conditions, warranties, or other statements whatsoever concerning the Contract, whether express or implied, by statute, at common law or otherwise howsoever (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
   2. Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the performance of the Services (even if caused by the Company's negligence), nor shall any delay entitle the Client to terminate the Contract unless such delay exceeds 180 days.
   3. Nothing in these Conditions shall exclude or limit the liability of the Company:
      1. for death or personal injury caused by the Company's negligence; or
      2. under section 2(3), Consumer Protection Act 1987; or
      3. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
      4. for fraud or fraudulent misrepresentation.
   4. Subject to clause 6.3, in no event shall the Company be liable to the Client for any increased costs or expenses; for any loss of profits, business, contracts, revenues or anticipated savings; for any loss or corruption of or damage to any data, files or software; or for any special, indirect or consequential damages, in each case howsoever arising.
   5. Subject to clauses 6.3 and 6.4, the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Company's obligations hereunder shall be limited to the amount of the Charges paid by the Client.
   6. The Client shall hold the Company harmless and keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company or by any third party to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Client's instructions to the Company, or from the Client's fraud, negligence, failure to perform or breach or delay in the performance of any of its obligations hereunder, subject to the Company confirming such costs, charges and losses to the Client in writing.
7. Termination:
   1. The Contract shall continue in force until such time as each party shall have discharged its respective obligations thereunder, but either party may earlier terminate the Contract at any time by notice in writing to the other party, such notice to take effect forthwith:
      1. if the other party is in material or persistent breach of the Contract and in the case of a breach capable of remedy, the breach is not remedied within 14 days of the other party receiving written notice specifying the breach and requiring it to be remedied; or
      2. if the other party becomes insolvent or enters into bankruptcy or if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party's assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
   2. Upon termination or expiration of the Contract for whatever reason, the Client shall immediately:
      1. pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Deliverables supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
      2. deliver to the Company all Output Material and any other property of or relating to the Company which may then be in the possession or under the control of the Client.
   3. Termination of the Contract shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and termination or expiration of the Contract shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination or expiration.
8. Force Majeure:
   1. The Company reserves the right to defer the date of provision of the Deliverables, or to terminate the Contract (without liability to the Client) if it is prevented from, or delayed in, the performance of its obligations under the Contract (wholly or in part) due to circumstances beyond the reasonable control of the Company including Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers, or adverse weather conditions, or any inability or delay in obtaining supplies of adequate or suitable materials, or the failure or demise of any source of supply.
9. General:
   1. The Contract constitutes the entire Contract between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.
   2. No forbearance or indulgence granted by the Company to the Client shall in any way limit any right of the Company under these Conditions.
   3. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business.
   4. The Company, but not the Client, shall be entitled at its discretion to perform any of the obligations assumed by it and to exercise any of its rights granted to it under the Contract through any other company or entity.
   5. Neither the Company nor the Client intends that any term of a Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
   6. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
   7. Any dispute arising under or in connection with the Contract shall be referred to arbitration by a single arbitrator appointed by Contract or (in default) nominated on the application by either party to the President for the time being of the Law Society whose decision as to the type, qualifications and experience of such arbitrator shall be final and binding on the parties. The costs of the arbitrator shall be borne by the parties as he directs and his decision on the issue in dispute shall be final.
   8. The Contract shall be subject to and construed under the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales for that purpose.