1 These conditions shall govern any assignment for the supply of services by TRONIX TECHNOLOGIES LIMITED to the client except to the extent that they conflict with any accompanying proposal or letter, where the letter or proposal will take precedence.

2 TRONIX TECHNOLOGIES LIMITED cannot be held responsible for any damages the client's business may suffer as a result of server 'downtime', This includes the loss of data during service interruptions due to numerous possible points of failure across the entire internet structure.

Representations by Client

3 In fulfilling the assignment, TRONIX TECHNOLOGIES LIMITED shall be entitled to rely on the following:

3.1 That the client's staff (and others over whom the client may have control) shall fully cooperate with TRONIX TECHNOLOGIES LIMITED;

3.2 That information supplied by the client will be accurate and complete and delivered on time and

3.3 That the client has the authority to commission the assignment;

3.4 That the client shall indemnify TRONIX TECHNOLOGIES LIMITED against any loss arising from any claim that TRONIX TECHNOLOGIES LIMITED's activities in the course of the assignment infringe any third parties' intellectual property or other rights.

Quotations

4 Quotations are valid for thirty days from the date of the related quotation or proposal. TRONIX TECHNOLOGIES LIMITED shall re-quote for services to be provided after that anniversary.

Payment Terms

5 Fees shall be invoiced monthly or as agreed between TRONIX TECHNOLOGIES LIMITED and the client. Expenses and other charges shall be invoiced monthly as incurred. Payment of invoices shall be due on issue. Title shall not pass in any product or goods supplied to the client until payment for them has been made in full. In all cases the client agrees to supply 40% of the agreed budget in advance of work commencing.

6 During the course of the assignment, TRONIX TECHNOLOGIES LIMITED and the client may exchange information which is of a secret or confidential nature. Both parties shall use there best endeavours to keep such information secret and to that end shall not, without the specific prior written consent of the other, permit that information:

6.1 to be disclosed except to those who may need to have such information in connection with the assignment

6.2 to be copied

6.3 to be commercially exploited in any way, or

6.4 to pass outside the receiving parties control.

7 To protect the confidentiality of all TRONIX TECHNOLOGIES LIMITED's clients access to TRONIX TECHNOLOGIES LIMITED's studio and work areas shall not be given to any client or third parties except by arrangement with TRONIX TECHNOLOGIES LIMITED.

8 Where the result of the assignment is a product (whether in the form of a complete product, a component or software), then once the product is launched, as determined by it being made available for sale or by it being publicised by the client TRONIX TECHNOLOGIES LIMITED shall (with the permission of the client, which shall not unreasonably be withheld):

8.1 be at liberty to disclose its own role in the development of the product,

8.2 in the case of a web site, add a hyperlink to its own site in the form of a discreet graphic or minimal text.

Quality of Service

9 TRONIX TECHNOLOGIES LIMITED shall aim cost-effectively to provide services which reflect those technological and business practices which are best suited to the assignment and all forecasts and recommendations shall be made in good faith, however:

9.1 as TRONIX TECHNOLOGIES LIMITED has no control over the implementation of its recommendations or advice, TRONIX TECHNOLOGIES LIMITED cannot accept any liability for losses, whether consequential or otherwise, which may arise from such implementation; and

9.2 TRONIX TECHNOLOGIES LIMITED undertakes not to knowingly infringe any third parties' patent or other intellectual property rights, but does not offer the client indemnification against possible IP infringement.

Intellectual Property Rights

10 Any intellectual property rights which may have been developed or created by TRONIX TECHNOLOGIES LIMITED in the course of the assignment shall belong to TRONIX TECHNOLOGIES LIMITED.

11 Any copyright material and design rights created in conjunction with the client during this assignment shall belong to TRONIX TECHNOLOGIES LIMITED.

Termination and Law

12 TRONIX TECHNOLOGIES LIMITED shall be entitled to terminate any development assignment immediately in the event of non-payment by the client of any sum when due to TRONIX TECHNOLOGIES LIMITED or the liquidation, receivership or other insolvency of the client.

12.1 Any contract between TRONIX TECHNOLOGIES LIMITED and the client and these terms and conditions shall be governed by and construed in accordance with English law.

Data Protection

13 TRONIX TECHNOLOGIES LIMITED cannot be held responsible for any loss of data that may occur as a result of equipment (hardware or software) malfunction or failure, as this is deemed outside the control of TRONIX TECHNOLOGIES LIMITED.