Terms and Conditions

QUOTATION

We trust these prices meet with your approval and look forward to producing the work on your behalf.

All prices are exclusive of VAT, which is to be applied at the current rate of 20%. This quotation is valid for 30 days from the date shown.The quoted fees are based on the information we have been given.Please note that delivery charges are not included in this quote unless

stated.

Our terms of payment are 14 days from the date of our invoice which will be sent on completion and/or delivery of the work.

It is our policy for new customers to be asked to pay for part or all of the cost of the work before any work is undertaken.

When we receive your purchase order or written confirmation that our fees are acceptable, we will notify you that we have accepted your order.

All orders are accepted subject to our Terms and Conditions of Business.

SIGN OFF

The final proof of any visuals/artwork must be checked and signed off as approved and accepted by you.

All visuals/artwork remain our copyright and the intellectual property of Design Pit until signed off and paid for in full by the client. Please be sure to read all text and check all details very carefully before committing to sign off design visuals/artwork. Sign off must be in writing by a person authorised to do the sign off, preferably via email. Sign off can also be accepted by the making of a handwritten signature on a printed proof or on a visual by a suitably authorised person.

Once signed off, you have accepted that the design visuals/artwork are correct and as ordered. Design Pit will then make visuals/artwork ready and send them away for print/production. Once they have been sent visuals/artwork CANNOT be changed or amended and will be printed/produced as per the visuals/artwork that have been signed off.

Any errors found after sign off are the responsibility of the Client and Design Pit shall have no liability for errors after this point in time.

STORAGE

Unless you have specifically requested otherwise, digital artwork files will be stored by Design Pit on secure archive drives in the cloud, free of charge, after completion we have finished the work. Most clients will not be able to access the artwork files due to limitations of software on common computer systems so we store the work to avoid accidental deletion or misplacement of it by storing it securely on your behalf.

Future editing of these files can then be done at your request quickly and efficiently. In requesting changes to existing stored files, you will be giving us permission to use the files in order to create a new piece of digital artwork. Ownership of that new work will belong to you (the Client) once paid for in full. Please note that future editing, adjustments or reissues of your stored files will be charged for at the going rate depending on the complexity of changes required and the amount of work involved.

1. INTERPRETATION

1.1 Defined terms used in this agreement appear at the end of these Terms and Conditions. The following rules of interpretation apply in this agreement.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 Any Schedules will form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a statute or statutory provision is a reference to it in force as at the date of this agreement.

1.5 A reference to writing or written includes email. 1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. THE SERVICES

2.1 In consideration of the payment of the Fees by the Client, Design Pit shall perform the Services for, and provide the Deliverables to, the Client.

2.2 Design Pit will usually provide a written quotation for the Work. A quotation is an invitation to the Client to order the Services and Deliverables. No agreement shall be made unless the Client’s order is first accepted by Design Pit.

2.3 Without limiting any other obligations of Design Pit under this agreement, Design Pit shall perform the Services in a professional manner, in accordance with: (a) best industry practice, using all due skill, care and diligence; (b) the provisions of this agreement and the relevant Quotation; (c) the Client’s brand guidelines and the Client’s marketing policies (if applicable); and (d) reasonable written instructions of the Client from time to time.

2.4 Design Pit shall ensure that, at all times while this agreement is in force, it holds all licences and authorisations necessary to supply the Services and to enable it to comply with its other obligations under this agreement.

2.5 Design Pit shall co-operate with any third parties as the Client may from time to time nominate for the purposes of performing any related services, and shall work with the Client’s nominated suppliers efficiently and in good faith.

2.6 Design Pit shall use its best endeavours to carry out the Services within any timeline specified in the Quotation but time shall not be of the essence in this agreement unless explicitly agreed and stated in the Quotation. In such case the provisions of clause 17 (Force Majeure) shall still apply.

3. CLIENT OBLIGATIONS

3.1 The Client shall co-operate with Design Pit and shall provide to Design Pit, at Design Pit’s request, such information concerning the Client, the Client’s requirements in respect of the Services and any advertising campaign to which the Services relate as is reasonably necessary to enable Design Pit to perform the Services.

3.2 Unless a specific time frame for the Client’s response is specified, the Client shall respond reasonably promptly to any request by Design Pit for information or approval.

3.3 Only written approval by a person authorised on behalf of the Client (as identified in the Quotation or subsequently notified to Design Pit) shall be written approval by the Client for the purposes of this agreement. Written approval may be given by way of the manuscript signature of such an authorised person or by an email from the personal account of such an authorised person.

4. FEES AND EXPENSES

4.1 In consideration for the provision of the Services in accordance with this agreement, the Client shall pay the Fees to Design Pit when due.

4.2 The Fees are inclusive of all costs of: (a) production work to produce the Deliverables, including any artwork, design, graphics, editing and printing; (b) all materials used by or on behalf of Design Pit to produce the Deliverables and/or provide the Services; and (c) all overheads or administration costs of Design Pit, including all costs of telephone calls, printing and stationery, delivery charges and postage costs, except to the extent that the parties agree in advance in any Quotation that those costs shall be chargeable by Design Pit to the Client as Third-Party Costs.

4.3 The Client shall reimburse Design Pit for all Third-Party Costs which have been approved by the Client in advance.

4.4 The Client shall reimburse Design Pit for reasonable Expenses actually incurred by Design Pit.

4.5 Design Pit may invoice the Client for the Fees at such times and/or in such instalments as are set out in the Quotation.

4.6 Design Pit shall provide the Client with supporting documentation for Expenses (including receipts) other than for mileage.

4.7 Unless otherwise agreed and as set out in the Quotation, Design Pit shall deal with all third parties from whom it obtains any products, materials and/or services for its own account, and not as agent for the Client.

5. PAYMENT

5.1 Except as otherwise agreed between the parties, the Client shall pay all invoices submitted by Design Pit within 14 days of receipt of that invoice by the Client, provided always that the invoice sets out Design Pit’s VAT invoice details.

5.2 All sums payable under this agreement: (a) are exclusive of any VAT which shall be payable by the Client to Design Pit in addition; and (b) shall be paid to the credit of Design Pit’s bank account, details of which shall be notified to the Client as and when necessary.

5.3 If the Client fails to make any payment due to Design Pit under this agreement by the due date for payment, then, without limiting Design Pit’s remedies under this agreement, the Client shall pay statutory interest under the Late Payment of Commercial Debts Act 1998 on the overdue amount. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

6. APPROVALS AND AUTHORITY

6.1 Following the making of an agreement for the provision of the Services and/or Deliverables, Design Pit shall submit to the Client materials including copy, layouts, artwork (including concept artwork) and text for written approval. The Client may request Design Pit to submit to the Client several alternative ideas which will then be reviewed by the Client. The Client will provide written approval to Design Pit within 7 Business Days of receipt.

6.2 In relation to any Deliverable, Design Pit may proceed to produce the Deliverable when it has obtained the Client’s written approval of: (a) the relevant copy, layouts, artwork (including concept artwork) and text; (b) Third-Party Costs if any; and (c) the terms of acquisition of any Third-Party Material to be included in the Deliverable.

7. COMPLIANCE OF DELIVERABLES WITH THE LAW

7.1 Design Pit shall ensure that all Deliverables (excluding the Client’s Property) and their publication shall: (a) comply with all applicable laws and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies; (b) not infringe the IP Rights or proprietary rights of any third party; and (c) not be defamatory, libellous, obscene or otherwise offensive.

7.2 Design Pit shall be liable to the Client for all liabilities, costs, expenses, damages and losses (but not any indirect or consequential losses, loss of profit, loss of reputation) suffered or incurred by the Client (“Losses”) arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Client by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach by Design Pit of clause 7.1. 7.3 The indemnity in clause 7.2 shall not extend to any Losses if the same are caused by:

(a) any breach of this agreement by the Client; or (b) the negligence or fraud of the Client; or (c) the provision by the Client to Design Pit of any Client Property that infringes or is claimed by a third party to infringe the IP Rights or proprietary rights of any third party. 7.4 If either Design Pit or the Client becomes aware that there is risk that any Deliverable is not in compliance with clause 7.1, each shall promptly notify the other, and, without prejudice to any other right or remedy of the Client, Design Pit shall make any modifications which may be necessary to remedy that defect in the Deliverables. Any modifications shall be at Design Pit’s cost unless the problem was due to the Client’s act or omission (and/or to any material error in the Client’s Property and/or any information provided by the Client to Design Pit).

7.5 The Client shall ensure that Design Pit’s possession and use of the Client’s Property in the exercise of Design Pit’s obligations under this agreement shall not infringe the IP Rights or proprietary rights of any third party.

8. OWNERSHIP OF IP RIGHTS

8.1 It is the intention of the parties that, subject to satisfactory payment of all sums due:

(a) the Client shall own all Deliverables produced by Design Pit;

(b) the Client shall own all Third-Party Materials comprised in Deliverables, where an assignment of such materials is available on commercially reasonable terms which have been approved by the Client in accordance with clause 8.6; and

(c) where no assignment of Third-Party Materials is available on commercially reasonable terms the Client shall receive a direct licence of such materials for the Client’s Minimum Commercial Purposes or such wider purposes as Design Pit and the Client may agree, in accordance with clause 8.6. 8.2 Subject to satisfactory payment of all sums due Design Pit hereby irrevocably, unconditionally and absolutely assigns to the Client, with full title guarantee, and without restriction, all right, title and interest in and to all existing and future IP Rights (including future copyright and design right) subsisting in or relating to all Deliverables whether created, developed or produced before, on or after the making of this agreement, in all countries and with the right to sue for damages and other relief for past infringement of any of those IP Rights.

8.3 To the extent that clause 8.2 is not effective to assign legal title to the IP Rights in or to the Deliverables, then Design Pit shall assign to the Client such IP Rights as and when requested by the Client by executing any assignment documents reasonably requested by the Client. Until such time as those IP Rights are assigned to the Client, Design Pit shall hold all such IP Rights on trust for the Client and the Client shall have an exclusive worldwide, royalty-free licence under those IP Rights and to use the Deliverables for any purpose.

8.4 Design Pit warrants that it has obtained or shall obtain from all Subcontractors an unconditional assignment without restriction of the legal and beneficial ownership of all existing and future IP Rights subsisting in or relating to any Deliverables created or developed by such Subcontractors, in all countries, and that the assignment under clause 8.2 includes the assignment of all of those IP Rights.

8.5 Design Pit shall not incorporate and/or use Third-Party Materials in any Deliverable unless Design Pit has obtained the prior written consent of the Client to do so. Design Pit shall give the Client reasonable prior notice of its intention to include any such Third-Party Materials and at the same time shall notify the Client in writing: (a) whether an assignment to the Client of the relevant Third-Party Materials can be obtained and the cost of obtaining it; and (b) if no assignment of the relevant Third-Party Materials can be obtained or cannot be obtained for a reasonable cost, the cost of obtaining a licence of such materials. Design Pit shall not propose the inclusion of any Third-Party Materials in any Deliverable unless Design Pit is able to negotiate a licence of such materials for the Client’s Minimum Commercial Purposes.

8.6 Following receipt of Design Pit’s notice under clause 8.5, the Client shall notify Design Pit in writing of whether inclusion of the relevant ThirdParty Material is approved, and whether Design Pit is required to obtain an assignment (if available) or a licence, and if so, the extent of such licence required and the approved cost thereof.

8.7 Design Pit shall ensure that all licences of Third-Party Materials are granted directly to the Client or such of its Affiliates as the Client shall notify to Design Pit.

8.8 Design Pit shall, at any time on request, provide to the Client such information on the rights acquired in respect of any Third-Party Material and warrants that any usage rights information provided to the Client shall be accurate and complete.

8.9 Design Pit shall procure from all owners of any other IP Rights in materials incorporated into the Deliverables and all other third parties used by Design Pit in connection with Deliverables, all necessary consents, releases, and approvals.

8.10 The Client grants Design Pit a non-exclusive, non-transferable, royalty-free licence to use the Client’s Property (excluding the Trade Marks) and the Deliverables solely to the extent necessary to enable Design Pit to provide the Services and for the purposes of providing services of a like nature in the future.

9. OWNERSHIP AND RISK

9.1 The Client’s Property shall, at all times be and remain, as between the Client and Design Pit, the exclusive property of the Client. Design Pit shall not dispose of, or use, any of the Client’s Property other than in accordance with the provisions of this agreement and/or the Client’s written instructions.

9.2 Title to all Deliverables prepared for the Client by Design Pit shall pass to the Client on the date of payment (or other satisfaction) of all sums owing by the Client to Design Pit under this or any other agreement. Any Deliverables owned by the Client but in the possession of Design Pit shall be held by Design Pit on trust for the Client and in accordance with the provisions for storage outlined in the Quotation.

9.3 Risk in the Deliverables shall pass to the Client on delivery.

10. TRADE MARK LICENCE

10.1 The Client grants Design Pit a non-exclusive, non-transferable, royalty-free licence for the purposes of carrying out its obligations under this agreement to use, and permit its Subcontractors to use, any Trade Marks in the creation of the Deliverables.

10.2 Design Pit shall only use the Trade Marks in accordance with the Client’s Brand Guidelines if any. No Deliverables incorporating the Trade Marks shall be supplied to any person other than the Client or disposed of in any way other than as specified by the Client.

10.3 Design Pit acknowledges that it will not gain any right, title or interest in any Trade Marks or associated goodwill, which shall vest automatically in the Client and Design Pit shall not make any use of them except in accordance with the terms of this agreement.

11. INFRINGEMENTS

11.1 Design Pit shall notify the Client promptly on becoming aware of:

(a) any unauthorised use by any third party of any IP Rights of the Client (including the Trade Marks and/or any IP Rights in the Deliverables); or

(b) any actual or threatened claim by any third party in connection with the Services or Deliverables (or the use of the latter by the Client or any of its licensees), in each case giving full details of that unauthorised use and/or claim.

11.2 The Client shall have sole and complete control of any litigation or other proceedings arising out of any unauthorised use of its IP Rights or any third-party claim against it in respect of the Services or the Deliverables. Design Pit shall, and shall procure that its Subcontractors shall, provide the Client with all assistance as may be reasonably required by the Client to prosecute, defend or settle any such claim. Design Pit shall not take any action which might be reasonably anticipated to compromise any such claim. Design Pit shall not have any right to initiate any proceedings without the Client’s written consent.

12. CONFIDENTIALITY

12.1 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a nonconfidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or (d) the parties agree in writing is not confidential or may be disclosed.

12.2 Each party shall keep the other party’s Confidential Information confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this agreement (Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

12.3 A party may disclose the other party’s Confidential Information to those of its employees or sub-contractors who need to know such Confidential Information for the Permitted Purpose, provided that: (a) it informs such persons of the confidential nature of the Confidential Information before disclosure; and (b) at all times, it is responsible for such persons’ compliance with the confidentiality obligations set out in this clause.

13. DATA PROTECTION

13.1 If Design Pit acquires from the Client in the course of the provision of the Services, any personal data relating to any of the Personnel of the Client and/or its Affiliates or any other individual (Client Personal Data), Design Pit shall:

(a) only process the Client Personal Data in accordance with the instructions of the Client and at all times in accordance with the Data Protection Act 1998 (or any similar or equivalent legislation applicable in the Territory);

(b) not otherwise modify, amend or alter the contents of the Client Personal Data or disclose or permit the disclosure of any of the Client Personal Data to any third party unless specifically authorised in writing by the Client;

(c) take appropriate technical and organisational measures against unauthorised or unlawful processing of the Client Personal Data and against accidental loss or destruction of, or damage to, the Client Personal Data; and (d) provide reasonable evidence of Design Pit’s compliance with its obligations under this clause 13.1 to the Client on reasonable notice and request.

13.2 At the Client’s request, Design Pit shall provide the Client with a copy of all Client Personal Data held by it in the format and on the media reasonably specified by the Client.

13.3 In this clause 13, personal data, data subject and process shall have the meanings given to them in the Data Protection Act 1988.

14. LIMITATION OF LIABILITY

14.1 Nothing in this agreement shall limit or exclude Design Pit’s or the Client’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees or subcontractors;

(b) fraud or fraudulent misrepresentation.

14.2 Subject to Clause 14.1, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss howsoever caused as may arise under or in connection with this agreement.

14.3 Subject to Clause 14.1 and Clause 14.2, Design Pit’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the aggregate of the Fees, Third-Party Costs and Expenses paid by the Client under this Agreement.

15. TERMINATION

15.1 Without affecting any other right or remedy available to it, Design Pit may terminate this agreement with immediate effect by giving written notice to the Client if: (a) after receiving a written reminder for payment, within the following [3] days the Client has failed to pay any amounts falling due under the agreement;

(b) the Client commits a material breach of any term of this agreement which is irremediable or if such breach is remediable fails to remedy that breach within a period of [14] days after being notified in writing to do so;

(c) the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client (being a company); (g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the Client;

(h) the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.2 Without affecting any other right or remedy available to it, the Client may terminate this agreement at any time, by giving written notice of termination to Design Pit, that termination taking effect on the date of receipt of notice by Design Pit or any later date as may be specified in the notice, if:

(a) Design Pit commits a material breach of this agreement which (if such breach is remediable) it fails to remedy within a period of [14] days after being notified in writing to do so; (b) Design Pit challenges the Client’s right or title in or to, or the validity of any registrations of, the Trade Marks or any other IP Rights of the Client.

16. CONSEQUENCES OF TERMINATION

16.1 On expiry or termination of this agreement:

(a) Design Pit shall immediately cease all further performance of the Services;

(b) Design Pit shall immediately cease all further use of the Trade Marks, the Deliverables, the Client’s Property and any other IP Rights of the Client or it’s Affiliates;

(c) Design Pit shall be entitled to invoice the Client for all outstanding properly incurred Fees, Third-Party Costs and Expenses, which shall be payable by the Client;

(d) the Client shall pay to Design Pit any sums payable by Design Pit to any third party under any legally binding commitment relating to the provision of the Services that was entered into by Design Pit, before the date of expiry or termination, with the Client’s consent, to the extent that Design Pit is unable to cancel or otherwise mitigate that commitment (except to the extent that those sums are already covered by any Fees, Third-Party Costs or Expenses paid or payable by the Client under this agreement).

(e) each party shall return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(f) each party shall erase all the other party’s Confidential Information from its computer systems (to the extent possible);

(g) Design Pit shall deliver to the Client (or any third party specified by the Client), promptly, in accordance with the Client’s instructions all of the Client’s Property in its possession or control at the date of termination.

16.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement.

17. FORCE MAJEURE Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this agreement by giving 7 days’ written notice to the affected party.

18. WAIVER No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy

19. ENTIRE AGREEMENT

19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

20. VARIATION No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. THIRD-PARTY RIGHTS

21.1 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

22. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

23. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

24. DEFINED TERMS

Client’s Property: any and all materials, documents, records, research, photography, logos, designs, software or other property (including all IP rights therein) belonging to the Client which are provided to Design Pit by or on behalf of the Client and/or otherwise come into the possession, custody or control of Design Pit in connection with the provision of the Services. Confidential Information:

(a) all information (however recorded or preserved) disclosed by a party to the other party before, on or after the date of this agreement, relating to: (i) the business, affairs, clients, suppliers, plans, intentions or market opportunities of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

(b) all documents or physical materials created by or on behalf of the receiving party that are based upon, derived from, or include any information disclosed by, the disclosing party. It does not include any information that:

(c) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of clause [19]);

(d) was known to the receiving party, or available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(e) was, is or becomes available to the receiving party on a nonconfidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(f) the parties agree in writing is not confidential or may be disclosed; or

(g) is developed by or for the receiving party independently of the information disclosed by the disclosing party. Deliverable(s): all tangible items including copy, layouts, artwork, presentations, drawings, documents, cards, charts, graphics, and/ or other materials created or produced by or on behalf of Design Pit for the Client in the course of providing the Services, on any media (whether any media exist or are subsequently developed). Expenses: out of pocket expenses (if any).

Fees: the fees for the Services as set out in the Quotation. IP Rights: copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Services: the services to be provided by Design Pit to the Client as set out in the Quotation.

Subcontractor: any third party engaged by Design Pit to provide any part of the Services or any of the Deliverables. Third-Party Costs: costs payable by Design Pit to third parties relating to the provision of the Services which are not included in the Fees and are not Expenses. Third-Party Material: any work or materials authored, created or performed by a third party and either commissioned for, or used in relation to, the Services, including library images. Trade Marks: any registered or unregistered trademarks, and all unregistered logos belonging to the Client from time to time. VAT: value added tax chargeable under the Value Added Tax Act 1994.