STANDARD TERMS AND CONDITIONS OF BUSINESS

1. APPOINTMENT

In these Standard Terms of Business "the Appointment of Howle Chapman Raymer Limited" means the appointment of the Company by the Clients as Marketing Consultants and Public Relations Consultants.

2. APPLICABILITY

These Standard Terms of Business apply to all appointments of the Company as Marketing Consultants and shall not be misapplied or varied except as may otherwise be agreed in writing and executed by the respective authorised representative of the Company and the Client.

3. ADDITIONAL SERVICES

If at the Client's request the Company provides services in addition to or of a broader scope than the Services, the Company reserves the right to charge an additional or increased fee, according to the nature of the additional work and the staff time involved.

4. TERMS OF PAYMENT

The Company will be entitled to submit invoices for services provided and disbursements incurred on an interim basis as the work progresses. Invoices are payable upon presentation. The Company shall be entitled to charge interest at a rate of 2% above the base rate for the time being of Barclays Bank plc on all invoices which remain unpaid for 30 days after presentation. The Company reserve the right, where fees have been invoiced and payment is outstanding to us, to exercise a lien in respect of those outstanding fees over any documents belonging to you which may be in our possession.

5. APPROVALS

The Company will submit to the Client for prior approval: * Drafts of all artwork, statements and other public communications * Estimates of anticipated costs and expenditure. The Clientís approval of any item submitted pursuant to the preceding sub-clause shall constitute its authority for the Company to take all such actions and incur such expenses in respect of that item as the Company reasonably considers to be in the interests of the Client.

6. INTELLECTUAL PROPERTY RIGHTS - WEBSITES

You shall obtain from Howle Chapman Raymer Limited any and all necessary consents and clearances to enable you lawfully to make use of all and any intellectual property rights through the Services, including without limitation, clearance and/or consents in respect of your proposed domain name. Websites designed and built by Howle Chapman Raymer Limited shall be deemed to have the Intellectual Property Rights owned by Howle Chapman Raymer Limited, which may include code snippets etc from our own library of coding - and may be used in part within other websites. Assignation of IPR is not an automatic assumed course, and may be negotiated in part or whole for a fee.
6a. INTELLECTUAL PROPERTY RIGHTS - DESIGN
All design for corporate branding, brochures, signboards, exhibitions and advertisements shall be deemed to have Intellectual Property Rights owned by Howle Chapman Raymer Limited. Assignation of IPR is not an automatic assumed course, and may be negotiated in part or whole for a fee.

7. CO-OPERATION

The Client will give to the Company a clear brief of what it requires within the scope of the Services and shall ensure that all the facts given about the Client, its products, services and business are accurate and in no way misleading. The Client will promptly make available to the Company all relevant information required for the performance of its Services. The parties will co-operate fully with each other and will use all reasonable endeavours in the given circumstances to enable the Company to perform its obligations to the Client.

8. CONFIDENTIALITY

Save in the proper performance of its duties under an Appointment, and at all times thereafter, the Company shall keep confidential and shall use all reasonable endeavours to ensure that its employees keep confidential all secret information relating to the Client or the Client's business supplied to it by the Client unless authorised in writing in advance by the Client to disclose the same ,or ordered to do so by a court of competent jurisdiction or other public or regulatory authority ,or if such information comes properly into the public domain otherwise than through the default of the Company as the case may be. The Client shall keep confidential any recommendations and reports provided by the Company.

9. INDEMNITY

The Client shall indemnify and keep the Company fully and effectively indemnified in respect of any damages, loss or expense (including any legal costs) suffered or incurred by the Company as a result of any suit, claim or censorship brought against the Company by reason of any default, danger, defect or omission in the Clientís goods or services which are being advertised or promoted or by reason of any advertising, promotion or other information, work or material provided, verified or approved by the Client pursuant to the terms of an Appointment.

10. FORCE MAJEURE

The Company shall not be liable in the absence of default or negligence by it or its employees for any failure to perform its obligations under an Appointment by reason of any matter or occurence outside its reasonable control.

11. EARLY TERMINATION

Either party may terminate an Appointment forthwith upon giving written notice to the other party. a) if that party commits any breach of its obligations under the Appointment and which breach if remediable is not so remedied to the reasonable satisfaction of the party serving notice within thirty days of that party giving such notice in writing to the other stating the nature of the breach and the action required to remedy the same; b) forthwith upon giving written notice to the other party, if that party becomes insolvent or enters into liquidation (other than a voluntary liquidation for the purposes of a reconstruction or amalgamation) or makes any other arrangement or composition with its creditors or shall have a receiver, administrative receiver or administrator appointed over all or any part of its assets, or if it takes or suffers any similar action in consequence of a debt. Termination of an Appointment shall not affect the accrued rights of the parties arising in any way out of the Appointment as at the date of termination and such provisions of the Appointment which are expressed or intended to survive termination of the Appointment shall remain in force and effect without prejudice to the foregoing Client, shall remain liable and indemnify the Company in respect of all commitments entered into by it in respect, or on behalf of, the Client prior to the date the Company received or issued notice of termination of the Appointment.

12. NOTICES

Any notice given pursuant to an Appointment shall be in writing and shall be effectively given if delivered at or sent by first class post, facsimile transmission or telex to the last known address or, in the case of a Company, the registered office for the time being of the addressee (or if delivered personally upon any director of the addressee at or to his address at the Companies Registry) and any notice delivered or given personally shall be deemed to be given immediately, any notice sent by first class post shall be deemed to be given at noon on the day following the date of posting and any notice sent by facsimile transmission or telex shall be deemed to be given six normal working hours after transmission.

13. WAIVER

No time or other indulgence allowed by either party to the other shall constitute any waiver of any right or remedy and any choice of remedy shall not be exclusive of any other remedy.

14. ASSIGNMENT

The Company shall be entitled to assign any Appointment either in whole or in part to any company which is part of the same group (as such expression is defined in the Companies Act 1985, as amended) and the Company further reserves the right to sub-contract either in whole or in part, with the Client's approval, any of its obligations under the Appointment. Save as aforesaid, neither party shall assign the benefit of Appointment without the prior written consent of the other party, such consent not to be unreasonably withheld.

15. SUCCESSORS AND ASSIGNS

All Appointments shall ensure to the benefit of, and be binding upon, the respective successors and permitted assigns of the Company and the Client.

16. SEVERABILITY

If any provision of the Appointment shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Appointment, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Client and the Company shall substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

17. VALUE ADDED TAX

Save in so far as otherwise expressly provided, all amounts stated in the Standard Terms and Conditions are expressed exclusive of Value Added Tax and any Value Added Tax arising in respect of any supply made under the Appointment shall be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable.

18. GOVERNING LAW

All Appointments shall be governed by and construed in accordance with the law of England, and any dispute or proceeding relating to any Appointment shall be subject to the non-exclusive jurisdiction of the Courts of England.

LEGAL STATEMENT

Misrepresentation Act: Particulars contained in this web site have been produced in good faith, are set out as a general guide and do not constitute the whole or part of any contract. All liability in negligence or otherwise, arising from the use of these particulars are hereby excluded.

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When supplying any personal information to this web site, Howle Chapman Raymer Ltd will collect the information fairly and will tell you if we want to pass the information on to anyone else. It will never be supplied to any third party without first obtaining your consent, unless we are obliged by law to disclose it. We will hold your personal information on our systems for as long as is relevant or until you instruct us to remove it. We will ensure that all personal information supplied is held securely, in accordance with the Data Protection Act 1998.