1. The Proposal
1.1 Following initial discussions, you shall be presented with a written
Proposal which, subject to the provisions herein, shall outline the project
including information on stages, timing, estimates of required project
expenditure, fees, expenses, and which shall incorporate these terms of
business. The copyright in the Proposal, which should be treated by you in
the strictest confidence, will remain vested in Kallaway Limited at all
times.

1.2 Cancellation at Proposal stage: If, following receipt of the Proposal,
you decide not to proceed, you shall incur fees for the time involved in the
preparation of the proposal.

2. Agreement
The detail of the Proposal shall be incorporated into an Agreement including
activity, financial and invoicing schedules for signature and exchange.

3. Fees
The fee quoted to you will cover the time expended on the project by all our
staff involved in the project including meetings, but shall not include any
outside supplier costs and expenses which will be charged additionally.
Should the project vary from the Proposal or agreed revision(s) then we
shall be entitled to vary the fees quoted in the Proposal or revised
proposal(s). Any services provided by us at any time over and above those
comprising our Proposal or revised Proposal(s) shall be subject to an
additional fee. Except at our sole discretion, there shall be no reduction
in the amount of any fees for work or services rejected by you. Any work or
services already provided and which at your request are to be repeated or
represented, shall be subject to an additional fee, except at our sole
discretion.

4. Outside Supplier Costs and Expenses
Outside supplier costs and office and travel expenses incurred by us on your
behalf shall be invoiced to you in accordance with the agreed project
budget. Kallaway Limited reserves the right to apply a service charge to
creative and communications services, including design and print,
advertising and media purchases and on other charges which are not set out
within the quoted fee or expenses budget and to reflect specific costs
incurred.

5. Invoicing Schedule
Invoicing shall be in accordance with the agreed invoicing schedule.

5.1 Value Added Tax
VAT at the applicable rate will be added unless zero rating or an exemption
applies.

6. Payment
Payment in full shall be made within 30 days from the date of invoice.

7. Intellectual Property
Ownership of intellectual property rights in relation to all work prepared
designed created commissioned written or otherwise acquired by Kallaway Ltd
shall remain Kallaway's unless expressly assigned to the client in writing.

8. Usage of work
Your usage of 0 Ltd material and/or service is restricted to the specific
purpose described in our proposal. We will quote separately for other usage
if it is intended that our work will be used in any wider context than that
indicated in our Proposal.

9. Quality
It shall be your responsibility to check and approve the content of all work
submitted to you including text (wherever it occurs), photography,
illustrations, technical drawings and artwork. We shall not be responsible
for any errors therein which are not corrected by you.

10. Delivery
10.1 We shall endeavour to ensure that the project or parts thereof are
provided by the due contract date.

10.2 Not withstanding clause
10.1 we shall not be liable for any loss or damage from delays caused by
any incident or matter beyond our reasonable control, including any default
of a third party.

10.3 Notwithstanding clauses 10.1 and 10.2 we shall not be liable for any
indirect or consequential loss or damage suffered by you as a result of any
delay.

11. Jurisdiction
This contract is made in England and shall be construed in all respects in
accordance with the laws of England.

12. Variation of Terms
These terms and conditions shall apply to all contracts entered into between
us, unless varied by a document signed by a duly authorised officer.