a) This document is a proposal and takes the form of an offer from MEDIAVISION INTERACTIVE LIMITED, which has its principal place of business at Unit 8, The Old Power Station, 121 Mortlake High Street, Mortlake, SW14 8SN, hereinafter referred to as "MVI" and "THE CLIENT". Once this offer is accepted and signed by the client, the document will constitute the terms and conditions of the service contract. These terms and conditions together with any documents expressly referred to therein contain the entire agreement between MVI and the client relating to the subject matter covered, and supersede all prior agreements, arrangements and understandings, written or oral, between the parties relating to the subject matter hereof (save for any fraudulent misrepresentations made by any person). No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions.

b) The client warrants that both parties have not been induced to enter into the contract by any prior oral representation (whether innocently or negligently made) except as specifically contained in the contract.

c) Unless the context otherwise requires, reference to the singular includes the plural and references to the masculine include the feminine and vice versa.

d) The headings contained in these Terms and Conditions are for convenience only and do not affect their interpretation.

2) SCOPE OF SERVICES.

MVI agrees to provide and the client agrees to accept the services described in the proposal (the "Services") in accordance with the terms and conditions of this Agreement. It is anticipated that the Parties will modify the Services from time to time. The supply of the service will commence once the client has paid the deposit. (See Payment Terms subsection c for more details)

3) ASSIGNMENT

MVI may sub-contract all or any of its obligations under the contract to a competent third party subject to the client's prior written approval.

The client shall be entitled to assign, transfer any or all of its rights or obligations hereunder.

4) CHANGE OF CONTRACT

Once signed any change of the contract must be agreed between MVI and the client. The new terms and conditions shall be placed in writing and must be signed by both parties before they will have any force and effect.

5) CLIENT ACCEPTANCE

a) The quotation contained in the proposal, is valid for 30 (thirty) days commencing on the date of this document. Following the expiry period of thirty days and before the contract is accepted and signed by the client; prices are subject to change upon prior notification to the client. MVI reserves the right to change any part of the quotation if it contains errors or omissions prior to signature by the client. In consideration for the provision of the goods and services by MVI, in accordance with the terms of this contract, the client shall pay MVI the initial deposit and a monthly fee as detailed in the costing of the proposal.

b) Unless otherwise agreed work will only begin once a signed copy of this proposal including its terms and conditions, and a deposit in the form of a cheque (or bank transfer) arrives at MVI.

c) This project will be completed within the stipulated time period in accordance with the attached time schedule provided MVI receives all requested materials in the specified format from the client within a reasonable time of such request.

6) PAYMENT TERMS

a) The price of the service shall be as quoted in the cost estimate attached hereto (the proposal). The client will need to add VAT at the current rate to any quotation given by MVI.

b) Any additional service fees that may fall due shall be agreed as the need arises.

c) A deposit equal to 70 % of the purchase price is due on signature of this proposal and its terms and conditions by the client. Development will not begin until MVI has received this fee.

d) Unless otherwise agreed, the second payment equal to 20% of the purchase price will be due when the work is delivered and accepted in writing by the client (such acceptance shall not be unreasonably withheld). The balance (the final 10% of the purchase price) will be due after the period of 'user acceptance' by the client. This period is fourteen days after the sign-off date by the client.

e) Unless otherwise stated on the invoice, all undisputed invoices are due for payment within 14 days of the date of receipt by the client. No settlement discount is allowed.

f) MVI reserves the right to charge interest on any overdue and undisputed amounts at the rate of 2% per annum above the base rate from of Lloyds TSB Bank PLC from the due date until the date of payment, without further notice.

7) CONFIDENTIALITY

For the purpose of this contract, each party may receive or be given access to confidential information or material which relate to, inter alia, without limitation, past, present or future products; source codes, software; research; development; inventions; processes; techniques; designs or technical information and data; marketing plans; business plans; financial statements or pro formas.

8) EACH PARTY AGREES:

a) That unless otherwise notified to the other party, all such information as listed above including, without limitation, that owned or used by any of the clients affiliated or associated companies or its clients should be considered confidential.

b) not to disclose, distribute, discuss or provide such confidential information to anyone or any organization not associated with MVI or the client.

c) The above-mentioned obligations do not apply to any information that is:

i) publicly known;
ii) legally obtained from a third party who is not obliged to maintain confidentiality;
iii) legally acquired prior to the date of acceptance and signature of this contract.

9) DEVELOPMENT

MVI will begin implementation once the design has been signed off by the client and all content has been received by MVI. Failure to submit data may result in project deadlines being pushed out. Any amendments to the design following submission and requested by the client will be billed for on an agreed time and materials basis, and may impact interim project deliverables and the final project deadline. In the event that any content supplied by the client, whether textual or graphical, contains errors, MVI shall inform the client and if requested to do so shall correct such errors but the client shall be held responsible therefore and time taken in correcting such errors shall be charged on an agreed time and materials basis.

Any amendments or additions to the functionality of the site and requested by the client following sign-off will be billed for on an agreed time and materials basis, and may impact interim project deliverables and the final project deadline.

10) HOSTING OF THE SITE

MVI will endeavour to make appropriate recommendations regarding the hosting of a site. However, MVI will not accept liability for any technical faults relating to the hosting solution. All ISPs, recommended by MVI, offer a 24/7 support service, which provides support to the client site.

MVI will, if within its power and in accordance with the terms and conditions of this contract, assist in rectifying any issues that may arise.

11) PROJECT MANAGEMENT

Both parties are required to appoint a dedicated project manager/development representative for the entire duration of the project. The client is also required to nominate an accounts representative, who will be responsible for settling outstanding payments.

Unless otherwise agreed, the project will commence immediately upon clearance of the deposit, into MVI's assigned bank account.

Structured change control procedures are in place and will be implemented in the event that the client requests changes and/or additions. These procedures also safeguard MVI in the event that the scope of the project is in any way altered from that originally agreed to and signed off.

12) CLIENT MANAGEMENT

Each project will be assigned an overall Account Manager, who will be your main point of contact regarding the project and s/he will deal with all your day-to-day development queries.

MVI implements standardised project management methodology. At any stage, the client can request a status report.

13) SIGN OFF

When each project, or stage of project (if separately billed) is completed, the MVI account manager will inform the client and the appointed account representatives. You will then have 14 days to assess the project work and add final feedback to the project team in order to complete the project to the pre-specified standards and requirements. Change control procedures will be implemented during this phase of the project should the client require amendments and/or additions outside the original scope of work. This will enable the project to be signed off to your satisfaction.

It is the responsibility of the client to test the project work in order to determine if there are any changes it wishes to make. Only once confirmatory feedback has been issued by the client or its development representative (to be sent within 14 working days of completion and delivery of the project to the client (including each stage of the project, if applicable), will the project (including each stage of the project, if applicable) be deemed finalised and the next stage of the project will commence (if applicable).

14) INTELLECTUAL PROPERTY AND ATTRIBUTION.

MVI will retain all right, title and interest in and to the Search Engine Technology, including all modifications, fixes and upgrades thereto and derivative works thereof, even if ideas or suggestions made by the client are included into subsequent versions of the Search Engine Technology. The Client will retain all right, title and interest in and to the Website Interface, the code and other proprietary technology that are developed or acquired by or on behalf of the client and that comprise the clients web site (which is complementary to MVI's search engine technology), the domain name registration and the trademarks, trade names, service marks and related logos (collectively, "Marks") used in connection with the Search Engine technology (excluding MVI's proprietary Marks).

15) INDEMNITY

The Client agrees to indemnify and keep indemnified and hold MVI, its directors, and controlling persons and/or any of MVI's associated or affiliated companies harmless from and against any claim brought against the client by a third party resulting from the provision of services by MVI to the Client and/or any of the clients associated or affiliated companies, in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by the client and/or any of the clients associated or affiliated companies in consequence of MVI's breach or non-observance of these terms and conditions of business and/or of any warranties including, without limitation, the infringement of any third party intellectual property rights. MVI agrees to indemnify and keep indemnified and hold the client, its directors, and controlling persons and/or any of the Client's associated or affiliated companies harmless from and against any claim brought against MVI by a third party resulting from the provision of services by MVI to the client and/or any of the client's associated or affiliated companies, in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by MVI and/or any of the clients associated or affiliated companies in consequence of MVI's breach or non-observance of these terms and conditions of business and/or of any warranties including, without limitation, the infringement of any third party intellectual property rights.

16) WARRANTIES

MVI warrants that it has the necessary skills and expertise to enter into this agreement, and that it has the experience to perform its obligation with all due skill and care.

MVI warrants that the provision of the services and/or any products by it hereunder to the client shall not infringe any third party intellectual property rights and shall comply with all relevant laws, regulations, codes and guidelines.

17) FORCE MAJEURE

Neither party shall be liable for any delay in performance caused by circumstances beyond its reasonable control and the party in delay shall be entitled to a reasonable extension of time for performance.

18) TERMS INVALID

In the event of any provisions in these terms and conditions shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this contract unenforceable or invalid as a whole.

19) SEO TERM AND TERMINATION

This Agreement shall be effective as of the Effective Date and shall continue in effect until for the period of one (1) year or until earlier terminated as provided in this Agreement.

RENEWAL.

The term of this Agreement shall be automatically renewed for successive, additional one (1) year term unless either party delivers written notice to the other at least one (1) month prior to the expiration date of this Agreement of an intention to terminate this Agreement or to renew it for a term of less than one (1) year.

The contract may be terminated forthwith by written notice from either party if:

a) the other commits any material breach of any of the terms of the contract and, if capable of remedy, shall have failed to remedy such breach within 30 days after the receipt of a request in writing from the other party to do so,

b) the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.

c) both parties mutually agree in writing

Client shall pay MVI for all services rendered and work performed up to the effective date of termination for any reason subject to Client's rights to only pay fair value if Client terminates for cause. MVI shall provide Client with an invoice for the foregoing fees within thirty (30) days of the effective date of the termination. Client shall pay the invoice within fourteen (14) days of receipt.

Upon termination, MVI shall immediately return any information (including any copies thereof) that have been provided to it by the client and/or any associated or affiliated companies of the client) to enable it to provide the services and products hereunder.

20) NOTICES

Any notices required to be given under these terms and conditions will be deemed to have been given if delivered by email or fax, or sent by first class post or air mail if sent overseas to the most recent address provided to us or the principal place of business or registered office from time to time. All notices shall be effective upon receipt, except that email and fax notices shall be effective upon transmission. A notice sent by first class post shall be deemed received at noon on the first business day after posting, and if sent by airmail at noon on the tenth business day after posting.

21) LAW

The contract between the MVI and client shall be governed and constructed according to English law and both parties submit to the exclusive jurisdiction of the English Courts.