THESE CONDITIONS SHALL APPLY TO ALL GOODS AND SERVICES SUPPLIED BY ELEVATION CREATIVE STUDIOS. ANY PROVISION, STIPULATION OR CONDITION IN THE CONDITIONS OF ORDER OF THE PERSON, FIRM OR COMPANY TO WHOM SUCH GOODS AND SERVICES ARE SUPPLIED ('THE CUSTOMER') OR OTHERWISE WHICH CONFLICTS WITH OR IN ANY WAY QUALIFIES OR NEGATES ANY OF THESE CONDITIONS SHALL HAVE NO EFFECT AND THESE CONDITIONS SHALL PREVAIL. 1. Charges, Estimates and VAT (a) ELEVATION CREATIVE STUDIOS shall charge such costs, charges, and expenses as shall be agreed in writing with the Customer for the supply of any goods and services. (b) Any estimates given are based on ELEVATION CREATIVE STUDIOS' current costs of production and, unless expressly otherwise agreed in writing are subject to amendment on, or at any time after acceptance by the Customer to cover any rise or fall in such costs. (c) ELEVATION CREATIVE STUDIOS costs, charges, and expenses are subject to VAT. 2. Additional Charges ELEVATION CREATIVE STUDIOS reserves the right to make additional charges in respect of all costs, charges, and expenses incurred by ELEVATION CREATIVE STUDIOS beyond normal allowances including, but not limited to, those caused by or arising out of: (a) copy or brief supplied not being clear and legible; (b) author's corrections, project development or other work requested by the client not specified in the estimate. This will be charged at the usual hourly rate.; (c) additional use of fax, telex, couriers and similar facilities; and (d) additional or expedited deliveries, packing or mailing. 3. Preliminary Work All preliminary work carried out at the Customer's request, whether experimentally or otherwise, shall be charged to the Customer at Elevation's discression. 4. Terms of Payment (a) ELEVATION CREATIVE STUDIOS reserves the right: (i) to invoice the Customer for disbursements (including but not limited to postage) incurred by ELEVATION CREATIVE STUDIOS and any such invoice shall be due and payable immediately; (ii) to require the Customer to provide payments on account for work done, or to be done, and expenses incurred, or likely to be incurred on the Customer's behalf; (iii) to suspend work until such payments are made. (b) All other invoices shall be paid in full within 28 days of the date of invoice unless otherwise agreed in writing. (c) Without prejudice to any other remedy available to it ELEVATION CREATIVE STUDIOS shall be entitled to charge interest on overdue invoices at the rate of 5 per cent per annum above the Lloyds TSB base rate from time to time in force and such interest shall accrue at such rate after as well as before any judgment. (d) Goods or services supplied to or commenced at the request of an agent for the Customer shall be chargeable to that agent as well as to his principal. 5. Proofs Proofs of all work may be submitted for the Customer's approval either as hard copy or electronic PDF proofs and ELEVATION CREATIVE STUDIOS shall not be liable for any errors not corrected by the Customer in such proofs. ELEVATION CREATIVE STUDIOS shall not be liable for any errors not corrected following the Customers final sign-off, whether given in writing, electronically or as a verbal approval. The Customer's alterations and additional proofs necessitated thereby shall be charged as additional charges. When style, type or layout is left to ELEVATION CREATIVE STUDIOS' judgement, changes therefrom made by the Customer shall be charged as additional charges. No responsibility will be accepted for any errors in proofs approved by the Customer. 6. Variations in Quantity ELEVATION CREATIVE STUDIOS will endeavour to deliver the correct quantity ordered but estimates are conditional on margins of 5 per cent for work in one colour only and 10 per cent for other work being allowed for overs or shortage which shall be charged or deducted as appropriate. 7. Property and Risk in Goods (a) The Customer shall be deemed to have accepted the goods and services on delivery, but ELEVATION CREATIVE STUDIOS shall retain ownership of all designs, materials and goods produced by it to the order of the Customer until all goods and services provided to the Customer have been paid for in full. (b) The risk in the goods shall pass to the Customer upon delivery which for the avoidance of doubt means from the commencement of unloading activities or when collected from ELEVATION CREATIVE STUDIOS by the Customer or its Agent as the case may be. (c) Metal film, electronic data and other materials owned by ELEVATION CREATIVE STUDIOS or its supplier and used by ELEVATION CREATIVE STUDIOS for example in the production of film setting, negatives, positives, plates, etc shall remain the exclusive property of ELEVATION CREATIVE STUDIOS or its supplier as the case may be. (d) Any material made available to ELEVATION CREATIVE STUDIOS by or on behalf of the Customer shall, while it is in the possession of ELEVATION CREATIVE STUDIOS or in transit, be at the Customer's risk and ELEVATION CREATIVE STUDIOS shall not be liable for any 1099 or damage to such materials however caused and the Customer shall insure the said material accordingly. (e) (i) Electronic data may be erased from memory and lithographic, or other work effaced immediately after the order is completed unless written arrangements are made to the contrary, whereupon a storage fee may be charged to the Customer. (ii) ELEVATION CREATIVE STUDIOS shall be entitled to destroy any other materials supplied to it by, or on behalf of the Customer upon the earlier of 12 months after they come into ELEVATION CREATIVE STUDIOS possession or one month after written notice has been given by ELEVATION CREATIVE STUDIOS to the Customer. (f) ELEVATION CREATIVE STUDIOS shall be entitled to make a reasonable charge for the storage of any Customer's property left with ELEVATION CREATIVE STUDIOS before receipt of the order or after notification to the Customer of completion of the work. 8. Materials Supplied by the Customer (a) ELEVATION CREATIVE STUDIOS may reject any paper, disks, plates or other materials supplied or specified by the Customer, which appear to ELEVATION CREATIVE STUDIOS unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged to the Customer. (b) Where materials are so supplied or specified by the Customer, ELEVATION CREATIVE STUDIOS will take every reasonable care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in, or unsuitability of materials 90 supplied or specified. (c) Quantities of materials supplied shall be sufficient to cover normal spoilage. (d) Any additional costs incurred by ELEVATION CREATIVE STUDIOS where disks, etc., are supplied by the Customer without adequate instructions, that result in re-running may at the discretion of ELEVATION CREATIVE STUDIOS be charged to the Customer. 9. Periodical Publications A contract for the printing of a periodical publication shall not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Such notice may be given at any time but whenever possible should be given after completion of work on any one issue. 10. Indemnity and Illegality (a) ELEVATION CREATIVE STUDIOS shall not be required to print any matter, which in its opinion is, or may be of an illegal or libellous nature, or an infringement of any proprietory or other right of any third party. (b) The Customer shall indemnify ELEVATION CREATIVE STUDIOS and keep it indemnified against all or any costs, claims, damages, demands and expenses (including legal costs) which may be incurred by or made against ELEVATION CREATIVE STUDIOS by any third party by reason of the supply of ELEVATION CREATIVE STUDIOS' goods or services in accordance with the Customer's instructions. 11. Claims Against ELEVATION CREATIVE STUDIOS (a) ELEVATION CREATIVE STUDIOS reserves the right at any time to alter its product specification without giving prior notice to the Customer. (b) ELEVATION CREATIVE STUDIOS shall not be liable to the Customer for any damage to goods, delay in delivery or 1099 or partial 1099 of goods in transit unless the Customer notifies ELEVATION CREATIVE STUDIOS in writing within seven days of delivery failing which the goods shall be conclusively deemed to have been accepted by the Customer. (c) In any event ELEVATION CREATIVE STUDIOS shall not be liable for any consequential 1099 however arising. 12. Insurance The Customer shall be responsible for effecting all necessary insurance in respect of any 1099, damage, or expense that it may suffer directly or indirectly in relation to the provision or non-provision of ELEVATION CREATIVE STUDIOS' goods and services. 13. Suspension and Termination ELEVATION CREATIVE STUDIOS shall be entitled: (a) to suspend its performance of the contract if and for so long as the Customer shall be in breach of any of its obligations; and (b) to terminate the contract without notice in the event of the bankruptcy, insolvency or liquidation of the Customer at any time or the levying of any distress, execution or other legal process upon the Customer's assets or in the event of a receiver being appointed over all or any part of ELEVATION CREATIVE STUDIOS' assets or in the event of a continuing breach by the Customer of any of its obligations. 14. Waiver The waiver or non-enforcement by ELEVATION CREATIVE STUDIOS of any breach or non observance of any of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed a waiver of any subsequent breach. 15. Force MaJeure ELEVATION CREATIVE STUDIOS shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of god, government action, failure of power supply, equipment failure, lock out, strike, default or failure of subcontractor or suppliers or any other cause beyond its reasonable control and ELEVATION CREATIVE STUDIOS shall not be liable for any damage or expense suffered by the Customer or any third party arising directly or indirectly from any of such matters. 16. Variation (a) These Conditions shall not be varied, waived or modified except in writing under the hand of a duly authorised officer of ELEVATION CREATIVE STUDIOS. (b) These Conditions override any differing conditions, which may appear on the Customer's order form or other document. (c) ELEVATION CREATIVE STUDIOS reserves the right to vary these Conditionfrom time to time subject to giving prior written notice to the Customer. (d) Any provision of these Conditions, which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions. (e) The headings used herein are for convenience only and shall not affect the meaning or construction of these Conditions. 17. Notice Any notices required to be given under these Conditions shall be in writing and shall be served by prepaid first class letter addressed to the party to which it shall be sent at its principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice and shall be deemed to be delivered 48 hours after posting. 18. Proper Law and Jurisdiction These Conditions shall be governed and construed according to English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.