Terms and Conditions

Simon Jordan and Simon Jordan Marketing Terms & Conditions

©Simon Jordan Marketing Commercial in Confidence www.SimonJordan.com

Proposal for Simon Jordan Marketing Terms & Conditions

Version 1.0

Dated 04 January 2018

Simon Jordan Marketing Terms & Conditions  © Simon Jordan Marketing – Commercial in Confidence www.SimonJordan.com

Standard Terms & Conditions

1. SERVICES

a. Performance. Simon Jordan Marketing agrees to provide the professional services set forth in any work proposed for. The daily figures are estimates only and may change based on a continual review of the system requirements during the term of the Agreement. In the event that Simon Jordan Marketing determines that the daily requirements stated in this a proposal will be insufficient, Simon Jordan Marketing shall notify Customer and any additional work shall not be performed until written authorisation has been granted by Customer.

b. Acceptance. Upon final completion of the services set forth in any proposal. Customer shall have seven (7) days in which to notify Simon Jordan Marketing of any problems with the services provided or with the specifications developed during the term of the Agreement and provided to Customer in documentary form. If Simon Jordan Marketing is not notified of any problems within this time period, the services performed shall be deemed accepted.

2. PAYMENT TERMS

a. Invoices. Simon Jordan Marketing will invoice Customer 50% upfront and 50% on completion with payments being due seven (7) days after receipt of invoice. Payments not received when due shall accrue interest at a rate of two percent (2%) per month. Simon Jordan Marketing retains complete and total ownership of all work until the final amount is paid in full.

3. TERMS

The term of the Agreement shall begin on the date that it is agreed by both parties and continue until the services are completed with the exception of coaching calls – see point 3a.

However, Customer may terminate this Agreement at any time upon ten (10) days prior written notice. In the event of termination under this clause, Customer shall pay Simon Jordan Marketing the amounts specified in Cost Section relating to work performed by Simon Jordan Marketing prior to the date of termination. Additionally, all property of each party in possession of the other party shall be returned.

a. Coaching calls will be held open for 12 months after the initial payment. After the 12 months they will expire unless specifically requested by the client. If no notification is received within the 12 months to extend the coaching calls then the remaining calls will expire. It is the client's responsibility to use up their coaching call credits within the 12 month period.

4. CUSTOMER OBLIGATIONS

a. Co-operation. Customer agrees that it will co-operate with and assist Simon Jordan Marketing in the performance of the services requested pursuant to this Agreement and will provide the resources necessary for Simon Jordan Marketing performance hereunder as specified in the Work Order. b. Customer Liaison. Customer will make available to Simon Jordan Marketing at least one qualified Customer staff member who will have authority to act on behalf of Customer, provide information and data concerning Customer's operations and activities, advise Simon Jordan Marketing of Customer's requirements and provide access to Customer's facilities at all reasonable times during the performance of the services required pursuant to this Agreement.

5. INTELLECTUAL PROPERTY

a. License. Simon Jordan Marketing grants to Customer, and Customer purchases, subject to the following terms and conditions, a non-exclusive, non-transferable, worldwide and irrevocable license under copyright to use, execute, perform, reproduce, display and distribute copies internally of the software/websites developed by Simon Jordan Marketing and delivered to Customer pursuant to this Agreement.

The foregoing license includes the right to grant corresponding rights to Customer's majority-owned subsidiaries. In the event of the customer being taken over the license will automatically be transferred to the new owner, subject to the new owner agreeing to be bound by the terms and conditions of this contract.

Simon Jordan Marketing Terms & Conditions

© Simon Jordan Marketing- Commercial in Confidence www.simonjordan.com

6. LIABILITY

SIMON JORDAN MARKETING SHALL IN NO EVENT BE LIABLE FOR LOSS OF PROFITS, GOOD WILL OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CUSTOMER OR OTHERS, AS A RESULT OF SIMON JORDAN MARKETING PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO SIMON JORDAN MARKETING OR COULD HAVE BEEN REASONABLY FORESEEN BY SIMON JORDAN MARKETING. SIMON JORDAN MARKETING LIABILITY ON ANY CLAIM FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT WHICH HAS BEEN PAID TO SIMON JORDAN MARKETING BY CUSTOMER FOR SIMON JORDAN MARKETING PERFORMANCE HEREUNDER.

7. DEFAULT/TERMINATION

Failure by either party to comply with any term or condition under this Agreement shall entitle the other party to give the defaulting party written notice requiring it to cure the default. If the party in default has not cured, or commenced to cure, if a cure cannot be performed within the time period set forth below, the default within 7 days after receipt of written notice, the notifying party shall be entitled, in addition to any other rights it may have under this Agreement or otherwise at law or in equity, to immediately terminate this Agreement.

8. PROPRIETARY/CONFIDENTIAL INFORMATION

Simon Jordan Marketing and Customer acknowledge that proprietary and confidential information may be disclosed to each other throughout the term of this Agreement. Each party agrees that it will be bound to treat the proprietary or confidential information of the other party as it would its own confidential or proprietary information and, specifically, not to disclose the information to any third party except:

a. Information which at the time of disclosure is in the public domain;

b. Information which, at the time of disclosure is published or otherwise becomes part of the public domain through no fault of the party claiming that the information is not proprietary/confidential.

c. Information, which the party claiming that the information is not proprietary/confidential can show, was in its possession at the time of disclosure and was not subject to any restriction of confidentiality.

d. Information which the party claiming that the information is not proprietary/confidential can show was received by it after the time of disclosure hereunder from the third party who did not require the party claiming that the information is not proprietary/confidential to hold it in confidence and who had a legal right to make such disclosure.

9. GENERAL PROVISIONS

a. Force Majeure. If either party shall be prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labour disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party shall be excused from performance for the period of the delay and for a reasonable time thereafter.

b. Jurisdiction. This Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects by governed by, and interpreted in accordance with the substantive laws of England. Venue for any actions arising under this Agreement shall vest exclusively in the courts of general jurisdiction of England.

c. Survivor of Terms. The provisions of this Agreement, which by their nature extend beyond the termination of the Agreement will survive and remain effect until all obligations are satisfied.

d. Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or remedy on any other occasion.

e. Integration. This Agreement, including all referenced exhibits, schedules or documents, sets forth the entire agreement and understanding between the parties pertaining to the subject matter and merges all prior discussions between them. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter other than as expressly provided in this Agreement.

f. Superior Agreement. The Agreement shall not be supplemented or modified by any course of dealing or trade usage.

Variance from or addition to the terms and conditions of the Agreement in any purchase order or other written notification from Customer will be of no effect, unless otherwise expressly provided in the Agreement or agreed to in writing by both parties.

g. Assignment. The Agreement is not assignable by the Customer, in whole or in part, without Simon Jordan Marketing prior written consent (which shall not be unreasonably withheld), save to the purchaser of the customer €™s business and/or assets.

Notwithstanding, Simon Jordan Marketing shall not unreasonably withhold consent to an assignment of the Agreement or any part of the Agreement to a parent, subsidiary or affiliate.

h. Notice. Unless otherwise agreed to by the parties, all notices required under the Agreement shall be deemed effective when received and made in writing by either (i) registered mail, (ii) certified mail, return receipt requested, or (iii) overnight mail, addressed and sent to the address first above written and to the attention of the party executing the Agreement or that person's successor, or (iv) by telephone facsimile transfer appropriately directed to the attention of the party executing the Agreement or that person's successor.

i. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Simon Jordan Marketing Terms & Conditions

© Simon Jordan Marketing- Commercial in Confidence  www.SimonJordan.com

10. Creative Services

Customer assumes all liability for submitted art, copy and ideas to Simon Jordan Marketing for design and creation of customer requested materials. In no event shall Simon Jordan Marketing be liable for any copyright infringements from customer submitted art or copy, or any other damages.

In the event of customer cancellation of project or creative service(s), customer agrees to make prompt payment for all services performed up to the date of cancellation. All designed materials up to that point will become property of client when paid for.

Customer specifically agrees not to use C Limited service in any manner that is illegal, libelous, or against any condition of supporting or promoting any pornographic or hate materials.

Under the terms of this agreement all Originals and drafts remain the property of the customer.

11. Copyright

All content of the documents referred to in this agreement, comply to any and all copyright laws and do not infringe these laws in any way. NOTE: If material is submitted to Simon Jordan Marketing carrying copyright notification, the customer is agreeing to give permission to Simon Jordan Marketing to reproduce to complete the outlined project.

Restricted Use Copyright and international copyright treaties protect pages or graphics designed by Simon Jordan Marketing.

Amendments to proposals and work orders Simon Jordan Marketing and the Customer agree that any changes or amendments to initial proposals and work orders during the project are only valid if confirmed in writing.