MicroScape Terms and Conditions of trade PLEAS E R EAD T H E M CAR E F U LLY 1. These Terms and Conditions are incorporated into any contract between Microscape and the Client for supply and/or services by MicroScape to the Client and shall apply to the exclusion of all terms and conditions conflicting with or purporting to modify them, exept where otherwise agreed in writing between MicroScape and the client. 2. Where the client requests MicroScape to supply goods and/or services to the client a written quote specifying: (a) the work required to be done in order to fulfill the clients instructions; and (b) an Estimate for that work. 2.1 When MicroScape has given the client the quote: (a) MicroScape need not commence work until the quote has been accepted by the client; (b) the client may accept the quote in writing (including email) and unless and until that time a quote does not give rise to a binding contract. Contract: (c) Acceptance by the client of the quote will consitute acceptance by the client of these Terms and Conditions. (d) MicroScape reserves the right to correct any obvious errors in the quote whether technical, typographic or otherwise. 2.2 if a written quote is accepted dy the client: (a) the quote shall be carried out and the client shall pay for the work in accordance with these Terms and Conditions; (b) The quote will be considered proof of the clients instructions (written or verbal) and the order; (c)Our costs do not include the supply of original artwork and its raw file. Our costs refers to desig time unless agreed in writing ( including emails ) to release the original and the raw file to the client by MicroScape at an extra fee. (d) A written order (including email) is required when you are ready to proceed, to confirm your acceptance of our proposal and our Terms of Trading. 2.3 Validity of Quote (a) a quote only remains valid for 30 days from the date it is given; and (b) may be withdrawn by Microscape at any time by notice to the client. 2.4 An estimate is based on the current cost of production and is subject to amendment before or after the acceptance of the quote to meet any cost variation betweet the date of the quote and the date of execution of the order. MicroScape may amend an estimate at any time before the order is completed to take into account any rise or fall in the cost of performing the order. 3. When the order has been completed, MicroScape may issue an invoice to the client for the amount of the estimate or, if no estimate was given, an amount representing MicroScape's charge for the work done as a result of the client changing the clients instructions. 4. Payment is due within 14 days of being invoiced. In case of long term projects, progressive invoices will be issued every 30 days. Payment must remain current for MicroScape to proceed to the next stage of the project. We reserve the right not to begin, complete or deliver any work until fees outstanding are paid according to our terms and conditions. 5. No allowance is made for authors corrections in our costings. Should they occur the will be charged for on an hourly basis at our normal rate plus materials and any outside costs. 6. While our billing rates are adjusted periodically, the rates charged to a project will not change after work begins except where the duration of the project is expected to be longer than 6 months. 7. If our design solution conforms with your instructions but is not accepted by you a fee for further work is usually renegotiated as a percentage of the initial fee. If the project is cancelled or postponed prior to our completion, you will be billed for the services and the materials incurred up to that point. 8. Copyright 8.1 the Copyright Act 1968 provides that, unless trnsferred in writing, copyright of work we produce or develop on your behalf is owned by MicroScape. 8.2 The digital information on which the work is stored is also subject to copyright and also belongs to MicroScape. Unless MicroScape agree in writing, artwork concepts and designs may not be used for puposes other than that for which it was originally developed for. 8.3 Transferal of copyright is negotiable through a deed of assignment. This will incur a fee, both for the transfer of the copyright itself and for the legal costs to prepare the deed. 8.4 Unless we give approval, preliminary ideas, roughs and/or artwork, created by us in the course of developing client projects remain the property of MicroScape. Use or development of such ideas, roughs and/or artwork by persons or firms other than MicroScape is an infringement of copyright. 8.5 Freelance photographers, illustrators and other professionals who may be used on your project, contract with us for specific rights for the use of their image and works. We cannot release any prperty to you that may be subject to these conditions. This includes original photographs, illustrations or work(s) actually owned by artists. Transfer of ownership in these cases may only be sighned away by the owners themselves. 8. The client must protect all final art and designs which are subject to these Terms and Conditions against duplication and alteration. 9. Default in Payment 9.1 The client shall assume responsibility for all collections of legal fees necessiated by default in payment. 9.2 We reserve the right to charge interest at the current business overdraft rate charged by banks on accounts overdue by more than 14 days. 9. Our estimates are valid only if acccepted within 14 days and are based on our initial dicussion. If there are major variations to the brief, a revised estimate will be necessary. Your approval will be sought for any increase in fees or expenses that exceed the original estimate by 15% or more. 10. Billable expenses: 10. Outside work liability: if MicroScape has to obtain goods and/or services not normally stocked or supplied by MicroScape from a third party in order to carry out the clients instructions: (a) MicroScape will not be liable for any breach of these Terms and Conditions if that breach is a result of or is connected with the supply by the third party of the goods and services: (b) MicroScape acquires the goods and/or services as an agent for the client and not as a principle and will have no liability to the client in relation to the supply of those goods and/or services. Any claim by the client in relation to the supply of those goods and/or services must be made directly against a third party. c) the client must pay for such goods and/or services (d) property in any goods obtained from a third party and incorporated into the goods passes to MicroScape at the time of incorporation. 10. (a) MicroScape has no obligation to insure any property of the client in MicroScape's pocession. (b) MicroScape will hold any prperty of the client at the client risk. (c MicroScape does not assume any responsiblity for any implementation of the designs by outside parties and contractors, what ever may be the case. But can be called appon to assist in the event that something needs to be clarified or explained to the implementing parties. (d) The estimate shall be incresed by the amount of any GST which may be applicable. 11 Cancellation: In the event of cancellation of any design project by the client any payment made prior to cancellation shall be retained by MicroScape. If the cancellation is later but prior to the delivery of the initial version, the cancellation fee will be 50% of the balance of the taotal payment. If the cancellation is after the delivery of the initial version the cacellation fee will be 100% of the balance of all remaining dues. Regardless of when the projecct is cancelled, all billable expenses already incirred by MicroScape or that MicroScape is liable to pay for, shall be paid by the client in full. In the event of cancellation, MicroScape retains ownership of all copyrights and any original art and design work. 12 Release: the client shall indemnify MicroScape against all claims and expenses, including reasonable attoney's fees, due to clients uses for which no release was requested in writing from MicroScape or the client's uses which exceeds authority graned by a release by MicroScape. 13 Warranty of Originality: MicroScape warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis: that all work or portions thereof obtained through the undersigned from third parties is original. Or if previously published, that a consent to use has been obtained on an unlimited basis; that MicroScape has full authority to make this agreement and that the work prepared by MicroScape does not contain any unlawful matter. This warranty does not extend to any uses that the client or other may make of MicroScape's product. THE CLIENT EXPRESSLY AGREES THAT IT WILL HOLD MICROSCAPE HARMLESS OF ALL LIABILITY CAUSED BY CLIENT'S USE OF MICROSCAPE PRODUCT. 14 Limitation of liability: Client agrees that it shall not hold MicroScape or its supplier or employee liable for any incidental or consequential damages which arise from MicroScape failure to perform any aspect of the project in a timely manner, regardless whether such failure was caused by intentional or negligent acts or omissions of MicroScape or their party. Furthermore, MicroScape disclaims all impled warranties, including the warranty of marantilibilty and fitness for a particular use.