TERMS

ACCEPTANCE OF ORDER
No Contract shall exist until the Company has despatched its Acceptance of order to the Customer.

PRICES AND CHARGES
All prices and charges are based on the Company's current costs of production, including materials and overheads, and are (except where expressly agreed) subject to increase or decrease by the Printer from time to time to take into account any rise or fall in such costs and overheads.
All charges authorised by this contract and not specifically stated shall be at the Company's standard rates from time to time.
TAX
All quotations and invoices shall be net of tax (unless otherwise expressly set out) and the Printer shall be entitled to add to any quotation and invoice the amount of any purchase, sales, value added or similar tax payable.

PRELIMINARY WORK
All preliminary work executed at the Customer's request (whether or not experimental) will be charged to the Customer.

PROOFS AND COPY
All corrections (including alterations in style, type or design) and additional proofs made necessary thereby, and all additional costs incurred because copy supplied is not reasonably clear and legible shall be charged to the Customer. The Company shall not be responsible for the failure to rectify errors in proofs submitted to the Customer unless the same have been clearly corrected and notified to the company.

DELIVERY AND PAYMENTS
Delivery shall be made at the address agreed in writing by the parties or (if none) at the Company's works. Work shall be accepted when so delivered and if not so accepted the Company may charge all subsequent transport and storage and all costs incurred.
The Customer shall inspect all work immediately on delivery and shall give notice in writing to the Company and to the carrier within 24 hours of delivery as to any alleged defect; failing such notice the work shall be deemed to be in accordance with the Contract and the Customer shall be deemed to have accepted the work and to be liable to pay therefore.
(c) The time for delivery shall be the time agreed in writing by the parties or (if none) a reasonable time after the date of the order provided that the Customer shall not be entitled to reject any work delivered after the time for delivery unless he has given to the Company twenty-one days written notice of his intention so to do.
(d) The Company may charge or give credit pro rata for work delivered in excess of or less than the quantity ordered up to a maximum of ten per cent over or under. Unless the Customer promptly rejects any excess over ten per cent the same shall be treated as delivered under an independent contract on like terms and conditions and the Customer shall pay for the same pro rata.
(e) Each instalment or part delivery delivered or to be delivered shall be deemed to be an independent contract.
(f) The property and the risk in the work shall pass to the Customer and payment shall become due upon the Company either tendering the same for delivery at the address agreed therefor or (if none) giving notice to the Customer that the work is ready for collection.
(g) Upon any suspension of work at the request of the Customer or delay through any default of the Customer exceeding thirty days in either case the Company shall be entitled to payment in respect of all work then carried out (whether or not delivered) and all materials ordered.
(h) Payment of invoices shall be made without any deduction or set off in cash so as to be received by the Company not later than the last day of the month following the month of delivery of the Goods, unless otherwise agreed in writing. Interest shall be payable on overdue accounts at the rate of two per cent (2%) per month to run from the due date for payment thereof until receipt by the Company of the full amount whether or not after judgement.
If in the case of the Contract or any order involving more than one delivery default is made in payment on the due date the Company shall have the right to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Purchaser.
(i) A 50% deposit is required before any work is undertaken. The remaining balance is require on delivery.

LIEN
The Company shall have a general lien on all property of the Customer in the Company's possession (whether or not paid for) for any sums owed and, after fourteen days notice in writing to the Customer, the Company may dispose of such property as it sees fit and apply the proceeds (if any) towards payment of any sums owed.

FULL COLOUR PRINTING
Every effort will be made to obtain the best possible colour reproduction on customer's work but because of the nature of the processes involved, we shall not be required to guarantee an exact match in colour or texture between the customer's photograph or transparency, monitor display - local or over the internet, colour proof and the printed article.

LIABILITY
The Company's liability to the Customer for injury, loss, damage or expense (whether to persons or property and whether third party, consequential or not )caused by any failure, delay or defect in the work or otherwise arising out of this Contract shall be limited to a sum equal to the Company's charges for the work or that part of it so affected provided that where the Customer shows the same to have resulted from negligence (as defined in The Unfair Contract Terms Act 1977) of the Company the Company's liability for death or personal injury shall be unlimited and all other liability shall be limited to the sum of £1 million.
(b) Notwithstanding the above the Company shall be under no liability for negligence (other than in respect of death or personal injury) or otherwise in respect of any advice given.
(c) The Company shall not be liable howsoever in respect of any failure, delay or defect in the work or default caused by supply or specification of unsuitable material by the Customer.

STANDING MATTER
Metal, film, glass and other material used by the Company in production shall remain its exclusive property. Type may be taken down and lithographic, photogravure and other work destroyed immediately on completion of the work unless instructions to the contrary in writing are given by the Customer and accepted by the Company in which case rent shall be charged by the Company. The customer hereby warrants that it has copyright in all material and files supplied and that any file supplied has itself been prepared by the customer with the aid of software in which the customer has copyright or licence to use.

LIBEL AND OBSCENITY
The Company may refuse to print any work if in its opinion it contains matter likely to result in civil or criminal proceedings. Any work seized or ordered to be destroyed or made the subject of any injunction shall thereupon be deemed to have been delivered to the Customer, and the Company shall be paid for the same and for all other work carried out on or before the date of such seizure order or injunction as if so delivered.

INDEMNITY
The Customer hereby undertakes fully and effectually to indemnity and to keep the Company from and against all costs, expenses, damages and losses in connection with any third party claims or proceedings whatsoever (including claims or proceedings settled by the Company in its discretion)in respect of goods made or worked on or work carried out by the Company pursuant to this contract. The foregoing includes (but not by way of limitation) claims or proceedings relating to copyright, trade marks, patents or other industrial property.

FORCE MAJEURE
Neither party shall have any liability to the other in the event of that party's failure delay or default in carrying out all or any of its obligations hereunder due in whole or in part to:
(I) any circumstance or cause beyond its control, or fire, flood, power failure, reduction of power supplies, mechanical failure of lack or shortage of materials (not being due to the wilful act or wilful default of the party), or any of the following causes (whether or not within the party's control) namely: strike, lockout, industrial dispute or action taken by the party or any other person firm or company in connection therewith or in consequence or furtherance thereof.

CUSTOMER'S DEFAULT
If the Customer shall be in default under this or any other contract between the Customer and Swoop Media, or any other subsidiary thereof or if the Company has reason to believe that the Customer will be unable or unwilling to discharge its obligations to the Company as they arise then the company may: Cease work without any liability for any default thereby caused and Give notice thereof to the Customer whereupon the Customer shall pay forthwith for all goods and services supplied by the Company under this or any other contract with the Customer (whether or not payment would otherwise be due) and a proper charge for all goods used or provided and work carried out prior to cessation of work as aforesaid.

TERMINATION
Both the Company and the Customer shall have the right at any time by giving notice in writing to the other to terminate this contract forthwith upon the happening of one or more of the following events:
If the other shall fail to make any payment within three days of the due date or to remedy any other breach forthwith upon being so required in writing.
If the other shall enter into liquidation, whether compulsory or voluntary (other than for the purposes of amalgamation or reconstruction) or compounds with or enters into a scheme of arrangement for the benefit of its creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt.
A contract for the printing of a periodical publication which is not expressed to be for a fixed period may be terminated by either party by notice in writing as follows: thirteen weeks (publication at monthly intervals or less) twenty-six weeks (publication at more than monthly intervals).

REMEDIES
Termination of this contract for whatever causes shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum of money owing by the other.

SUB-CONTRACTORS
The Company may sub-contract any or all of its obligations, but shall remain liable to the Customer therefore.

NOTICES
Notices shall be deemed to be served when delivered or posted to the last-known address of the party to be served.

LAW
This contract shall be governed by and construed in accordance with the laws of England.

HEADINGS
The headings shall not affect the meaning or interpretation of this contract.