The following terms and conditions ("Terms") apply to the Contract (see definition below) and each
future request for the supply of services and/or materials received by the Company from the Customer
(see definition below) from time to time unless otherwise agreed in writing. The communication of a
request by the Customer to the Company for the supply of services and/or materials shall amount to the
Customer's acceptance of these Terms. These Terms shall take precedence over any terms and
conditions of the Customer, whether attached to, enclosed with or referred to in any purchase order of
the Customer or elsewhere. They may not be varied except by written agreement between the Company
and the Customer.

Definitions
In these terms and conditions the following words shall have the meanings given in this clause:
"Brief" means the layout and contents of text and images to be used for each of the Deliverables as
approved by the Customer;
“Campaign Period” means the duration of the Contract as indicated on the Order Form being for either three,
six, nine or twelve months;
"Company" means the Raindrop Media Limited, a company registered in England with company number
6738314 whose registered office is at Unit 60, Sir Robert Peel Mill, Mill Lane, Fazeley, Staffordshire,UK,
B78 3QD;
“Customer” means the person, firm or company described on the Order Form;
“Contract” means the contract consisting of the Order Form and these Terms and concluded by either
the Customer signing the Order Form and returning it to the Company or the Company starting work on
the Deliverables;
“Deliverables” means the services and/or materials to be supplied by the Company under this Contract,
described in the Order Form;
“Job Cost” means the fee to be charged by the Company for the Deliverables and specified on the Order
Form;
“Order Form” means the written order describing the Deliverables, their intended use and any pre-set
locations for supply, signed by the Customer and supplied to the Company in advance of conclusion of
the Contract;
“Rights” means all copyright and related rights, design rights (whether registered or unregistered),
patents, rights in trade marks (whether registered or unregistered), database rights and any other
intellectual property rights (including all similar or equivalent rights or forms of protection in any part of
the world) in or relating to the Deliverables;
“Start Date” means the date when the Deliverables are put into circulation or published as appropriate.

Payment
In return for the Company's production and supply of the Deliverables the Customer shall pay the Job
Cost in accordance with any invoices raised in respect of the Job Cost. Without prejudice to any other
right or remedy that it may have, if the Customer fails to pay the Company in cleared funds by the due
date, the Company may suspend and/or remove from circulation the Deliverables and charge the
Customer interest at 4% per year above the base rate of Barclays Bank Plc from time to time accruing
daily and compounded annually on every invoice overdue for payment calculated from the date of the
invoice until the date of payment whether before or after judgment, and may suspend all of its
obligations hereunder until payment has been made in full. The Company reserves the right to claim
interest under the Late Payment of Commercial Debts (Interest) Act 1998.

The Company reserves the right to require the Customer to pay the total Job Cost up front before the
Company commences any work. If a final Job Cost has not been agreed at the time of concluding the
Contract, the Company may require the Customer to pay a percentage of the estimated total Job Cost in
advance to cover the Company's time producing Deliverables in advance of a final sign-off by the
Customer of the final Job Cost.

Brief, Deliverables and changes
The Company will email the Brief to the Customer for approval prior to the Start Date. The Customer must
respond accepting or amending the Brief within 24 hours. Any delays in the Customer’s response will cause
delay to the Start Date, for which the Company shall have no liability.

The Customer warrants that the text and images to be used in the Deliverables and provided in the Brief
are accurate in all respects as the Job Cost and any pre-set locations for supply of the Deliverables will
be agreed on the basis of the Brief. Any changes to the Brief after the conclusion of the Contract, whether
resulting from alterations by the Customer (including changes to the terms of discounts or promotions which
the Customer is obliged to inform the Company of), delay in providing the Company with materials,
information, instructions or authorisations or any other circumstances beyond the Company's control, will be
subject to extra charges for the Company's time and work and may involve delays in supply. The Customer
will pay these extra charges and reimburse the Company for any third party charges or expenses incurred
by the Company on the basis of the original Brief.

If the Customer’s Contract is described on the Order Form as ‘Premier Advertiser’ or ‘Page Sponsor’, the
Customer shall be entitled to one change in each three months of the Campaign Period to the mobile
website (supplied as part of the Deliverables) after the Start Date.

If the Company becomes aware that the information provided in the Brief is incorrect or the Customer fails to
honour any special offers or discounts, the Company reserves the right to terminate the Contract following
verbal or written notice to the Customer.

Approvals
Written approval by the Customer of the Brief will be the Company's authority to proceed with production
or publication as appropriate.

Where artwork or other material is sent to the Customer for final approval, the Customer shall check it
carefully and notify the Company by email, fax or post of any errors or alterations. The Company will use
its reasonable endeavours to effect any changes so notified but the Company reserves the right to
charge extra if any of these alterations either go beyond the original requests made in the Order Form or
are notified to the Company more than 3 working days after their supply to the Customer. Where
notification of errors is either delayed in this way or does not occur at all before publication, the
Company will not be liable in respect of any such errors. The Company will also not be liable in respect
of errors occurring where the Customer does not allow enough time in the production schedule to check
layouts, copy, or other content aspects. The Company cannot guarantee that any or all colours will be
exactly replicated in the final version as published.

Duration
The Contract will commence on the agreed Start Date and shall terminate on the expiration of the Campaign
Period.

Compliance
It shall be the sole responsibility of the Customer to ensure that the Deliverables comply with all local
laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended
as stated in the Contract. It shall also be the Customer's responsibility to ensure that the Deliverables
carry all disclaimers, warnings and public information which any competent lawyer of the Customer in any
of the relevant jurisdictions would advise.

Accordingly the Customer agrees to indemnify and hold harmless the Company and the Company's
agents and employees from any liability, cost (including but not limited to legal costs), loss (including but
not limited to loss of business and loss of profits), damages award, sum payable by way of settlement
or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action
alleging that the Deliverables or use of them are contrary to any law, code or regulation or infringes a
third party's right in any country.

Performance
The Company agrees that any mobile website that is to be provided as part of the Deliverables will achieve
an availability rate of 95%.

Property
Where Deliverables are supplied to the Customer on computer disks or other electronic storage method,
then the Company remains the owner of these storage media and reserves the right to require
immediate return of them. Should any artwork be supplied to the Customer in digital form, the Customer
may not amend it or otherwise use it for purposes outside those contemplated by this Contract without
the Company's express prior written permission.

Limitation on liability
Nothing shall exclude or in any way limit the Company's liability for fraud, or for death or personal injury
caused by its negligence or any other liability to the extent such liability may not be excluded or limited
as a matter of law. Subject to this but including any liability under any indemnity under this Contract:

the Company's maximum liability under or in connection with this Contract whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the Job Cost; and

the Company will not be liable under this agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

These Terms state the full extent of the Company's obligations and liabilities in respect of the advertising
and the performance of the services. The parties agree that any condition, warranty, representation or
other term concerning the work and/or performance of the services which might otherwise be implied into
or incorporated in this Contract, whether by statute, common law or otherwise, is excluded to the
maximum extent permitted by law.

Matters beyond the Company's reasonable control
The Company is not liable for any breach of this Contract caused by matters beyond its reasonable
control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether
or not involving the Company's employees), weather of exceptional severity, unavoidable hardware or
software failures, or acts of local or central government or other authorities.

Entire agreement
This Contract is the entire agreement between the parties on the subject matter contained herein and
supersedes all representations, communications and prior agreements between the parties in that
regard.

Each party acknowledges that it has entered into this Contract in reliance only on the representations,
warranties, promises and terms contained or expressly referred to in this Contract and, save as expressly
set out in these terms and conditions, neither party shall have any liability in respect of any other
representation, warranty or promise unless it was made fraudulently.

Third party rights
Unless expressly provided in this Contract, no term of this Contract is enforceable pursuant to the
Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

Service of notices
Any written notice required by this Contract should be sent to the address of the intended recipient
shown on the Order Form. Notices can be sent by hand, by post or by email.

Governing law and jurisdiction
This Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be
governed by and construed in accordance with English law and each of the parties irrevocably submits
to the exclusive jurisdiction of the courts of England and Wales.