TERMS & CONDITIONS

1 Greenland Studio (Michael Greenland T/A Greenland Studio) whose registered office is at

Studio 8, Exmouth Business Centre, Hartley Road, Exmouth, EX8 2SG (‘Greenland Studio); and

2 Buyer whose [registered office or principal place of business] is at (‘the Buyer’)

NOW IT IS AGREED as follows:

1 Definitions

In these terms, unless the context otherwise requires, the following definitions will apply:

1.1 ‘Media’ means the carrier media specified in the Specification on which the Artwork or

Software is recorded or printed and delivered to the Buyer.

1.2 ‘Quotation’ means the quotation provided by Greenland Studio to the Buyer.

1.3 ‘Software means the computer program(s) in object code form only as described briefly in

the Specification including any copies but excluding source code material and all

preparatory design material.

1.4 ‘Artwork’ means the digital file containing the creative print origination information required

for printing.

1.5 ‘Specification’ means the specification setting out the facilities and functions of the

Software agreed between the parties.

1.6 ‘Use the Software’ means to load the Software into and store, run and display the Software

on the Equipment in accordance with these terms.

2. Grant of licence

Subject to these terms, Greenland Studio grants to the Buyer a non-exclusive and nontransferable

licence (‘the Licence’) to use the Licensed Materials in the United Kingdom.

3 Delivery and installation

3.1 Greenland Studio will deliver one copy of the Artwork or Software on the Media to the

Buyer.

3.2 The Buyer is responsible for ensuring that all equipment is installed and fully operational

prior to the due date for delivery of the Artwork or Software.

3.3 The Buyer is responsible for print production of Artwork (unless specified otherwise) or the

installation of the Artwork or Software on its equipment in accordance with the print

specification or installation guide issued by Greenland Studio.

3.4 Greenland Studio will use its reasonable endeavours to achieve delivery or installation by

any specified or requested date but each such date is to be treated as an estimate only

and time shall not be of the essence. Where payment of any part of the fee or any charges

is to be made before delivery or installation of the Artwork or Software, Greenland Studio

may withhold delivery or installation until such payments have been received.

3.5 Risk in the Media will pass to the Buyer on delivery to the Buyer.

4 Permitted use

4.1 The Buyer may use the Artwork or Software only on equipment at any location specified in

the Quotation. The use of the Artwork or Software on different equipment or at a different

location requires the prior written consent of Greenland Studio.

4.2 The Buyer is permitted to observe, study or test the functioning of the Artwork or Software

in order to determine the ideas and principles that underlie any element of the Artwork or

Software while using the Artwork or Software in accordance with these terms.

4.3 The Buyer shall not translate or adapt the Licensed Materials for any purpose nor arrange

or create derivative works based on the Artwork or Software without Greenland Studio’s

express written consent in each case.

4.4 The Buyer shall not transfer or distribute (whether by licence, loan rental, sale or otherwise)

all or any part of the Licensed Materials to any other person.

4.5 The Buyer shall not make for any purpose, including (without limitation) for error correction,

any alterations, modifications, additions or enhancements to the Artwork or Software nor

permit the whole or any part of the Artwork or Software to be combined with or become

incorporated in any other printed item or program except to the extent permitted by these

terms without Greenland Studio’s prior written consent.

5 Extent of permitted reproduction

5.1 The Buyer is permitted to make a back-up copy of the Artwork or Software in so far as the

making of that copy is necessary for the use of the Artwork or Software permitted by this

Licence. Such copy will be the property of Greenland Studio.

5.2 The Buyer shall effect and maintain adequate security measures to safeguard the Licensed

Materials from unauthorised access use or copying.

5.3 The Buyer shall keep accurate and up to date written records of the Buyer’s use, copying

and disclosure of the Artwork or Software as Greenland Studio may from time to time

reasonably require or, in default of any specific requirement by Greenland Studio, then in

accordance with good data processing practice and shall allow Greenland Studio, on

request, to inspect and take copies of such records from time to time.

6 Decompilation

6.1 The Buyer shall not nor permit others to decompile, reverse-engineer or dis-assemble the

Artwork or Software or any part except that the Buyer may decompile the Artwork or

Software to the extent permitted by and subject to the provisions of the EC Software

Directive as enacted by the Copyright, Designs and Patents Act 1988 as amended where

this is indispensable to obtain the information necessary to achieve the interoperability of

an independently created program with the Artwork or Software or with another program

(‘the Information’) and the Information is not readily available from Greenland Studio or

elsewhere.

6.2 With respect to the Information, whether provided by Greenland Studio or obtained by

decompilation, the Buyer shall not nor permit others to:

6.2.1 use the Information for any purpose other than to achieve the inter-operability of an

independently created artwork or program with the Artwork or Software or other programs;

or

6.2.2 supply the Information to any other person except when necessary for the interoperability

of the independently created artwork or programme with the Artwork or Software or other

programs; or

6.2.3 use the Information for the development, production or marketing of a computer program

substantially similar in its expression to the Artwork or Software, or for any other copyright

infringing act; or

6.2.4 use the Information in a manner which unreasonably prejudices Greenland Studio’s

legitimate interests or conflicts with a normal exploitation of the Artwork or Software.

7 Payment terms

7.1 The Buyer will pay to Greenland Studio all fees and charges which fall due in the amounts

and at the times specified in the Quotation or otherwise invoiced by Greenland Studio from

time to time. Where applicable, VAT and any other taxes duties or levies will be paid

additionally by the Buyer at the then prevailing rate.

7.2 All sums due under these terms will be paid by the Buyer within 7 days of the date of

receipt of invoice or on the due date for payment specified in the Quotation, if earlier.

7.3 If any sum payable to Greenland Studio is in arrears for more than 30 days after the due

date, Greenland Studio reserves the right, without prejudice to any other right or remedy, to

charge interest on such overdue sum on a day to day basis from the original due date until

paid in full at a rate of 3%above Lloyds TSB plc base lending rate in force from time to

time.

8 Proprietary rights

8.1 The Buyer will not acquire any title, copyright or other proprietary rights in the Licensed

Materials or any copies of them.

8.2 The Buyer agrees not to remove, suppress or modify in any way any proprietary marking,

including any trade mark or copyright notice, on or in the Artwork or Software or which are

visible during its operation or which is on the Media. The Buyer shall incorporate such

proprietary markings in any back-up copies.

8.3 The Buyer shall notify Greenland Studio immediately if the Buyer becomes aware of any

unauthorised access to, use or copying of any part of the Licensed Materials by any

person.

9 Defects warranty

9.1 Greenland Studio does not warrant that the operation of the Artwork or Software will be

uninterrupted or error free or that in the case of a web site or software, the Buyer’s web

pages will be secure against hackers or other infiltration

9.2 Greenland Studio’s obligations and the Buyer’s exclusive remedy is limited to a refund of

the fee paid if in Greenland Studio’s reasonable opinion it is unable to rectify such nonconformance.

9.3 The Buyer acknowledges that it is the Buyer’s responsibility to ensure that the facilities and

functions of the Licensed Materials meet the Buyer’s requirements.

9.4 Greenland Studio will not be liable for any failure of the Artwork or Software to provide any

facility or function not described in the Specification or for any failure of the Artwork or

Software attributable to any modification (whether by alteration, deletion, addition or

otherwise) to the Artwork or Software by either the Buyer in default of its obligations under

these terms or by the persons other than Greenland Studio or combination of the Artwork

or Software with other Artwork or Software or equipment without Greenland Studio’s

express prior written consent.

9.6 If a problem is found upon investigation not to be Greenland Studio’s responsibility,

Greenland Studio may charge the Buyer immediately for all reasonable costs and

expenses incurred by Greenland Studio in the course of or in consequence of such

investigation.

10 Limitation of liability

10.1 The Buyer acknowledges that Greenland Studio’s obligations and liabilities in respect of the

Licensed Materials are exhaustively defined in these terms. The Buyer agrees that the

express obligations and warranties made by Greenland Studio in these terms are in lieu of

and to the exclusion of any other warranty, condition, term, undertaking or representation

of any kind, express or implied, statutory or otherwise relating to anything supplied or

services provided under or in connection with these terms including (without limitation) as

to the condition, quality, performance, merchantability or fitness for purpose of the

Licensed Materials or any part of them.

10.2 The Buyer is responsible for the consequences of any use of the Licensed Materials.

Greenland Studio will not be liable for any indirect or consequential loss, damage, cost or

expense of any kind whatever and however caused, whether arising under contract, tort

(including negligence) or otherwise, including (without limitation) loss of production, loss of

or corruption to data, loss of profits or of contracts, loss of operation time and loss of

goodwill or anticipated saving, even if Greenland Studio has been advised of their

possibility.

10.3 The Buyer agrees that except as expressly provided in these terms Greenland Studio will

not be under any liability of any kind whatever and however caused arising directly or

indirectly. The Buyer will indemnify Greenland Studio in respect of any third party claim for

any injury, loss, damage or expense occasioned by or arising directly or indirectly from the

Buyer’s possession, operation or use of the Licensed Materials except and in so far as

Greenland Studio is liable as expressly provided in these terms.

10.4 The Buyer acknowledges and agrees that the allocation of risk contained in these terms is

reflected in the fee and is also a recognition of the fact that the Artwork or Software cannot

be tested in every possible combination and it is not within Greenland Studio’s control how

and for what purpose the Licensed Materials are used by the Buyer.

11 Buyer’s information

11.1 The Buyer warrants that the name, address and payment information it has provided to

Greenland Studio is correct and it agrees to notify Greenland Studio of any changes in

such details. The Buyer agrees that Greenland Studio may disclose the Buyer’s name and

address where there is any complaint about the content of its pages or in relation to goods

or services advertised there. The Buyer warrants that has the legal right and ability to enter

into these terms and that it will use Greenland Studio’s services in accordance with these

terms.

11.2 The Buyer warrants the accuracy truthfulness and reliability of the information (including

statements of opinion or advice) which it places within its printed items or on its web pages.

The Buyer is solely responsible for the accuracy of files provided to the Buyer by

Greenland Studio. Greenland Studio takes all reasonable steps to ensure the Buyer has an

opportunity to make changes prior to the final print or webpages.

11.4 The Buyer will indemnify Greenland Studio for its reasonable costs and all damages

awarded under any final judgment by a court of competent jurisdiction or agreed by

Greenland Studio in final settlement to the extent any material provided by the Buyer and

used by Greenland Studio in accordance with these terms infringes the copyright trade

marks or trade secrets of any third party or and the intellectual property rights of any third

party.

12 Use of web pages (Hosted on the Greenland Studio Web Server)

12.1 Greenland Studio will not monitor the contents of the Buyer’s pages. The Buyer is solely

responsible for the contents of its web pages.

12.2 The Buyer’s web pages are subject to withdrawal without notice by Greenland Studio upon

complaint about their content where Greenland Studio at its sole discretion deems this

necessary or to comply with legislation or regulation or otherwise in order to prevent

damage (or the likelihood or threat thereof) to Greenland Studio’s system or reputation or

otherwise for security, safety or continued operation.

12.3 Greenland Studio may make any disclosures to the relevant authorities or other bodies that

it reasonably considers necessary or appropriate concerning the Buyer’s web pages.

12.4 The Buyer warrants that it is authorised to promote any information which it does so on its

web pages.

12.5 The Buyer agrees to keep secure its Greenland Studio identification, password and other

confidential information relating to its account and is responsible for their use. Access using

the Buyer’s account ID and password will be deemed to be the Buyer’s use. The Buyer

must advise Greenland Studio immediately if its password is stolen or if an unauthorised

third party uses its ID and

co-operate with Greenland Studio, its agents and sub-contractors and the police

concerning any legal action arising from the misuse of the Buyer’s account.

12.6 The Buyer shall notify Greenland Studio if it finds evidence of infiltration and co-operate

with Greenland Studio in taking steps to try to prevent it and to notify the proper authorities.

12.7 The Buyer may not, under any circumstances, use its web pages to do any of the

following:-

12.7.1 Publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other

unlawful material or information;

12.7.2 Threaten, harass, stalk, abuse, disrupt or otherwise violate the legal rights (including rights

of privacy and publicity) of others;

12.7.3 Engage in illegal or unlawful activities;

12.7.4 Make available/upload files that contain Software or other material protected by

intellectual property laws (or by rights of privacy or publicity) unless the Buyer own or

control the rights thereto or have received all necessary consents;

12.7.5 Make available/upload files that contain a virus or corrupted data;

12.7.6 Falsify the source or origin of Software or other material contained in a file that the Buyer

makes available on the Buyer’s web pages;

12.7.7 Act, or fail to act, in the use of its web pages, in a manner that is contrary to applicable law

or regulation;

12.7.8 Publish, post, distribute or disseminate adult material – includes all pornography, erotic

images, or otherwise lewd or obscene content. The designation of “adult material” is left

entirely to the discretion of Greenland Studio.

The Buyer will be liable for and by its use of the system the Buyer agree to indemnify

Greenland Studio for its reasonable legal costs incurred in defending any other criminal or

civil action caused by the Buyer’s page content or use of the system and the Buyer agree

to indemnify Greenland Studio for any fines, damages or other penalties or financial

sanctions which are awarded against it or become payable by it at any time by a court of

law or which Greenland Studio pays as a result of settling such an action upon legal

advice. For the avoidance of doubt, The Buyer agree to indemnify Greenland Studio from

and against any and all liabilities, expenses (including legal fees) and damages arising out

of claims based upon or relating to the use of the Buyer’s web-pages, including any claim

of libel, defamation, violation of rights of privacy or publicity, loss of service, non-supply,

fraud, infringement of intellectual property or other rights or other claims whatsoever.

12.8 Greenland Studio reserves the right of root access on the system and it is a condition on

use that the Buyer does not attempt to gain root access. Should the Buyer find or suspect

that there has been a breach of network access then it should inform Greenland Studio

immediately.

12.9 If the Buyer surpasses its bandwidth usage limit and uses server resources to an extent

that jeopardizes server performance, Greenland Studio will contact the Buyer in order to try

to resolve the situation but Greenland Studio reserves the right to impose such limits or

take such action as it considers necessary to protect the interests of its clients and

business.

13 Advertising

If the Buyer advertises or offers to sell goods or services via its web pages, it undertakes to

conform with all applicable legislation and regulations and its own terms of trading.

14 Domain names

14.1 Greenland Studio will not be responsible for domain name or other related charges.

Payment of such charges are a matter for the Buyer and Greenland Studio will accept no

liability in relation to payment or non-payment of these charges or any dispute in relation to

domain names.

14.2 Greenland Studio reserves the right in the event of disputes concerning domain names to

suspend the use of domains, to impose a homepage redirect system or other systems,

which is at its sole discretion, considers necessary or prudent. Greenland Studio will

usually only act upon a court order or legal advice in relation to domain disputes and will

seek wherever possible to notify the Buyer of any action to be taken in advance. Greenland

Studio will not accept any liability for actions taken in relation to name disputes and the

Buyer hereby indemnifies Greenland Studio for any legal or other costs, charges,

damages, fines or other financial consequences in relation thereto.

15 Mail (Hosted on the Greenland Studio Web Server)

Greenland Studio will under no circumstances monitor the content of any client mail routed

via Greenland Studio or systems hosted by Greenland Studio, save under authority of law

or court order. Mail is entirely the responsibility of the Buyer and the Buyer is responsible

for sending mail in accordance with any relevant legislation (including data protection

legislation) and for sending the same in a secure manner. Greenland Studio will take

reasonable steps to ensure accurate and prompt routing of messages but will not accept

any liability for not-receipt or misrouting or anyother failure of mail. The Buyer is reminded

that sensitive mail should be sent with the use of suitable encryption procedures.

Greenland Studio will not accept responsibility for losses or data or other information due to

hardware failures. Back up of the Buyer’s mail facilities and web pages is entirely the

responsibility of the Buyer.

16 Termination

16.1 If the Buyer:

16.1.2 fails to comply with any of the provisions of these terms and (in the case of a failure

capable of being remedied) does not rectify such non-compliance within 14 working days of

Greenland Studio’s written notice of it; or

16.1.2 convenes any meeting of creditors or passes a resolution for winding up or suffers a

petition for winding up; or

16.1.3 has an administrative receiver or receiver appointed over the whole or part of its assets or

suffers the appointment of an administrator; or

16.1.4 being an individual commits any act of bankruptcy or compounds with his creditors or

comes to any arrangements with any creditors, then (and in any such case) Greenland

Studio may, without prejudice to any other of its rights or remedies and without being liable

to the Buyer for any loss or damage which may be occasioned, terminate these terms (and

accordingly the Licence) with immediate effect without notice to the Buyer.

16.2 Greenland Studio may in any event terminate these terms (and accordingly the Licence) at

any time by 30 days’ written notice to the Buyer.

17 Post termination

17.1 On termination of these terms however caused the Buyer’s authorisation to use the

Licensed Materials will automatically cease and the Buyer undertakes immediately to

cease to use the Licensed Materials and either return to Greenland Studio the Artwork or

Software and all copies of it or, if requested by Greenland Studio, delete, destroy or

otherwise make permanently unusable the Artwork or Software and all whole or partial

copies of the Artwork or Software within the Buyer’s control or possession.

18 Assignment

Greenland Studio may license or sub-contract all or any part of its rights and obligations

under these terms without the Buyer’s consent.

19 Severability

If any part of these terms is found by a court of competent jurisdiction or other competent

authority to be invalid, unlawful or unenforceable then such part will be severed from the

remainder of the terms which will continue to be valid and enforceable to the fullest extent

permitted by law.

20 Waiver

No delay or failure by Greenland Studio to exercise any of its powers, rights or remedies

under these terms will operate as a waiver of them nor will any single or partial exercise of

any such powers, rights or remedies preclude any other or further exercise of them. Any

waiver to be effective must be in writing. The remedies provided in these terms are

cumulative and not exclusive of any remedies provided by law.

21 Entire agreement

21.1 These terms are the complete and exclusive statement of the terms between the parties

relating to the subject matter of these terms and supersede all previous communications,

representations and arrangements, written or oral. The Buyer acknowledges that no

reliance is placed on any representation made but not embodied in these terms. The

printed terms and conditions of any purchase order or other correspondence and

documents of the Buyer issued in connection with these terms will not apply unless

expressly accepted in writing by Greenland Studio.

21.2 Greenland Studio will have the right to vary these terms on giving the Buyer notice of such

variation which notice may be by way of an announcement on Greenland Studio’s website.

The Buyer will be responsible for reviewing regularly information posted online in

Greenland Studio’s terms of trading page.

22 Notice

22.1 (Except as provided at clause 21.2) all notices given under these terms will be in writing

and will be sent to the address of the recipient set out on the front page of these terms or

such other address as the recipient may have notified from time to time.

22.2 Any such notice may be delivered personally by first class pre-paid letter or facsimile

transmission and will be deemed to have been received at the time of delivery if by hand,

48 hours after mailing if sent by first class post or immediately on transmission (with a valid

transmission report) if sent by facsimile transmission.

23 Governing law

These terms will be construed in accordance with and governed by the law of England and

Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of

England and Wales. Headings have been included for convenience only and will not be

used in construing any provision in these terms.