ELM STREET MEDIA

Terms of Trading

These terms and conditions will apply to and govern all Contracts under which Elm Street Media, hereinafter referred to as ESM its affiliates, subsidiaries, agents or contractors acting on its behalf, agree to supply goods and services, and shall prevail over any Terms and Conditions of the Client, whether referred to in the Client's order, or in correspondence and elsewhere, or implied by Trade Custom practice or course of dealing. Any purported provisions to the contrary are hereby excluded or extinguished. No variation of these Terms and Conditions shall be effective unless previously agreed in writing.

1.Prices
Prices charged in any quotation are exclusive of VAT, unless otherwise stated.

2.Payment
The Client shall pay 50% of the agreed Contract price upon acceptance of the Client's order, and the remainder within 30 days of invoice date.

3.Delivery
Delivery of materials or execution of activities mentioned in any quotation or acknowledgement of orders shall be either upon the contracted for date, or else within a reasonable time thereafter.

4.Ownership of Copyright
Copyright of all material originated by ESM, either in the form of pre-contract documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information, remains vested in ESM. Upon payment in full, the Client shall have an irrevocable but non-exclusive license to use the material throughout the world for all purposes for the full period of copyright, and, so far as permissible, in perpetuity.

5.Fitness for Purpose
The Client is deemed to have accepted the material supplied to it by ESM, as being satisfactory in quality and fit for the purpose, where ESM has received no notification to the contrary within 30 days of delivery. The Client is also deemed to accept material as being satisfactory in quality and fit for the purpose, where such material is used by the Client, incorporated in the Client's own products or services, or where the advice, opinions or findings contained in such material are acted upon, within 30 days of its delivery.

6.Risk
Risk in material passes upon delivery to the Client's premises, the Client's vehicle or its nominated carrier. Provided that ESM shall retain copies pending confirmation of safe receipt, and where transmitted electronically, such risk will be deemed to have passed to the Client upon the moment of transmission.

7.Assistance
The Client undertakes to provide ESM with all reasonable assistance in the execution of a Contract, including access to Client staff, premises, in-house resources and materials, as appropriate. The Client also undertakes to divulge to ESM all intellectual, financial and market information which is both necessary and within its power to obtain - whether in the public domain or not - for the satisfactory execution of a Contract.

8.Media Communications
The Client to set in place appropriate procedures to ensure that ESM can advise upon appropriate responses to enquiries received by the Client from the media.

9.Client Copyright
All information or material supplied to ESM by the Client in furtherance of the execution of the Contract, will be deemed to be the Client's copyright unless the Client advises otherwise.

10.Indemnity
The Client to indemnify ESM, its staff, contractors or its agents for any loss or damage suffered or incurred as a result of failure to obtain any necessary license or consent to enter any premises, or premises or access thereto being unsafe or unsuitable, or any failure of the Client to comply with any conditions imposed by any other party.

12.Liability
ESM shall under no circumstances whatever be liable in Contract or otherwise for any loss, damage, expense or injury of any kind whatsoever consequential or otherwise, arising in connection with the execution of a Contract, or from any other cause whether or not due to the acts or omissions of ESM, its staff, contractors, or its agents, in excess of the Contract invoice value, unless it can be proven to have acted negligently.

13.Confidentiality
ESM undertakes not to divulge, and to otherwise take all reasonable measures to keep secure, information which the Client has passed to it, and which have been identified to it by the Client as confidential and not otherwise already in the public domain. However, ESM to retain the right, at its discretion, and without prior notice to the Client, to circulate said information to associates or subcontractors, so as to enable them to tender for or complete tasks assigned to them in connection with the execution of the Client's contract.

14.Force Majeure
ESM shall not be liable to the Client for any loss or damage which may be suffered by the Client as a result of the delivery of materials or the execution of a Contract being delayed, prevented, hindered or made uneconomic by reason or circumstances or events beyond ESM's control including, but not limited to:
(a)Act of God or riot, strike, lock-out, trade dispute, labour disturbance, restriction or ban on overtime, accident, fire, flood or storm difficulty or increased expense or
(b)Failure by the Client to give adequate instructions or supply the necessary information in due time or
(c)Failure by any third-party to carry out their part of the work or otherwise perform their obligations when required

15.Claims
All claims in respect of material or non-execution of the Contract to be made in writing and received by ESM no later than thirty (30) days of the date of delivery. In the case of Contracts where delivery is made in instalments, this thirty (30) day period to be deemed to start from the date upon which the material at issue was delivered to the Client, or the contracted-for activity was scheduled to take place.

16.Recovery of outstanding amounts
Any monies owed to ESM be repaid in full within 30 days of invoice date. Amounts outstanding after this 30 days to attract a 5% per cent p.a. interest charge above the then prevailing p.a. commercial lending rate of ESM's bankers, to be applied for each month or part of month that such amounts remain outstanding. ESM reserving to itself the right at any point after the 30 day period has elapsed, to instruct its contracted agent Dun & Bradstreet Receivables Management Services, or another nominated agent, to recover such outstanding amounts on its behalf, without further notices being required. Any sum to be recovered to include the contracted debt recovery agent's fees.

19.Notices
Any notice issued under these Terms shall be deemed to have been duly given if sent pre-paid first class post, fax or via e-mail to the party concerned at its last known address.

20.Law
All contracts to which these Terms and Conditions apply shall be governed and construed in accordance with the laws of England, and the parties hereby submit to the jurisdiction of the English Court.

ELM STREET MEDIA Pegasus Entertainment Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN YouTube LinkedIn Twitter Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN LinkedIn Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN YouTube LinkedIn Twitter Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Pegasus Entertainment Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN YouTube LinkedIn Twitter Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN LinkedIn Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN YouTube LinkedIn Twitter Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Pegasus Entertainment Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN YouTube LinkedIn Twitter Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN LinkedIn Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN Disciplinary and Grievance YouTube LinkedIn Twitter Disclaimer Terms of Trading Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN YouTube LinkedIn Twitter Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production Facebook SLE DESIGN Disciplinary and Grievance Disclaimer Terms of Trading Audio and Visual Sales Distribution Publishing Licensing Export Digital IP Rights Television and Media Production SLE DESIGN