Definitions

In these Terms and Conditions, the following definitions apply:

Application: The iOS or Android application to be developed and hosted by the Reactiv Apps Limited the details of which are set out in the Proposal.

Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Commencement Date: The date that the Application goes live.

Conditions: These terms and conditions as amended from time to time in accordance with clause 13.8.

Client: The person or firm who purchases Services from the Supplier.

Development Fee: The fee set in the Order for the development of the Application.

Inappropriate Content: Any material which is or may be deemed to be obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Materials: The content provided by the Client from time to time for incorporation into the Application.

Monthly Fee: The monthly fee set out in the Order.

Order: The Client's order for Services as set out in the order form signed on behalf of the Customer and the Supplier.

Services: The designing and hosting of the Application by the Supplier for the Client in accordance with the Proposal in accordance with these terms and conditions.

Proposal: Details of the Application to be agreed between the Supplier and the Client in accordance with Clause 6.1.

Supplier: Reactiv Apps Limited registered in England and Wales with company number 07818196.

Term: A term of 12 months from the Commencement Date.

Termination Fee: The termination fee will depend how far the Project has progressed and will be agreed between the Client and Reactiv Apps.

1.Construction

In these Conditions, the following rules apply:

a.A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality);

b.A reference to a party includes its personal representatives, successors or permitted assigns;

c.A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

d.Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

e.A reference to writing or written includes faxes and e-mails.

2.Basis of Contract

1.The Proposal constitutes an offer by the Supplier to supply the Services in accordance with these Conditions.

2.The Proposal shall only be deemed to be accepted when the Client returns a signed copy to the Supplier ("Acceptance").

3.The Client shall within 7 days of the date of the Acceptance pay the required minimum 50% Development Fee to the Supplier.

4.The Proposal constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Proposal.

5.Any samples, drawings, descriptive matter or advertising issued by the Supplier are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Proposal or have any contractual force.

6.These Conditions apply to the Proposal to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

7.Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3.Charges and Payment

1.The Development Fee shall be payable by the Client in accordance with clause 2.3.

2.Reactiv Apps Limited will only begin work on an Application on receipt of a non-refundable, minimum 50% deposit of the quoted fee from the Client. The final payment is due to be paid in full before the Application is submitted to Apple for their approval.

3.The Monthly Fee shall be payable by the Client to the Supplier each month on the day set by direct debit or standing order.

4.If this Agreement is terminated for any reason before the expiry of the Term (other than the default of the Supplier) then the Client shall pay to the Supplier the Termination Fee.

5.All amounts payable by the Client under the Proposal are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Proposal by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.Without limiting any other right or remedy of the Supplier, if the Client fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current Royal Bank of Scotland plc's base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

7.The Client shall pay all amounts due in the proposal in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.

8.The agreed monthly fee must be set up and the first payment received before the app is live. Should the monthly payment not be received the app will be taken down from the Apple app store, the Google Play store. Mission Control will be locked and unavailable for use. Once payment resumes the app will go live again on the app stores and Mission Control will be unlocked again.

9.Should the Client require any changes to the Project there will be additional charges at an agreed hourly or daily rate. A change is defined as the following:

a.Work requested by the Client that is in addition to the agreed Proposal

b.Changes to the Project that have been previously reviewed and accepted by the Client

4.Client Obligations

1.The Client shall:

a.Ensure that the terms of the Order and any Materials are complete and accurate and do not contain any Inappropriate Content;

b.Co-operate with the Supplier in all matters relating to the Services;

c.Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate;

d.Obtain and maintain all necessary licences (which are not the responsibility of the Supplier in accordance with this Agreement), permissions and consents which may be required before the date on which the Services are to start;

e.Ensure that the Application is regularly updated;

f.Ensure that the information provided on or through the Application does not contain any Inappropriate Content; and

g.Comply with any requirements which the Supplier may from time to time advise the Client of Apple or any Android provider.

2.General Obligations of the Client

a.The Client shall confirm that they are happy for the Project to begin and that the Proposal is complete and does not contain any Inappropriate Content.

b.The Client is required to provide Reactiv Apps Limited with information and materials needed to complete the Project. It is also the Client’s responsibility to ensure that the information provided in accurate in all respects.

c.Reactiv Apps Limited will contact the Client via email and telephone for communication relating to the Project. It is the responsibility of the Client to ensure that we are informed of any changes to contact details. Reactiv Apps Limited cannot be held responsible in any way relating to communication issues if we are not supplied with the correct information. Reactiv Apps Limited will acknowledge all emails within 2 working days.

d.Should a Client’s conduct via telephone be considered unreasonable Reactiv Apps Limited will insist on email communication only. Reactiv Apps Limited reserve the right to cancel a Project should a Client be in breach of the anti-harassment policy.

e.The Client is obliged to keep in regular contact with Reactiv Apps Limited throughout the Project. Reactiv Apps Limited will make up to 5 attempts to contact a Client if nothing has been received for 2 weeks. This will be via phone or email contacts provided at the time of completing the Proposal. Should no response be received then Reactiv Apps Limited reserves the right to Suspend or terminate the Project and the deposit will not be returned. Should the Client wish to continue the Project after being in touch with Reactiv Apps Limited again Reactiv Apps Limited will levy a £50 admin charge to do so.

f.Should the Client require images to be purchased and used in the app, the Client understands that these images are strictly for use in the Project only. Reactiv Apps Limited are not liable for the misuse of these images by the Client or any other party that may copy, alter or distribute them to any individuals or organisations.

g.Reactiv Apps Limited will only use images approved by the Client for use on their Project. Any legal issues arising from the use of the content or images used in the Client’s Project will be the sole responsibility of the client. Images provided by Reactiv Apps Limited are excluded from this clause.

h.Should the Client require specific fonts to be used within the app the Client will need to provide these to the Supplier. Otherwise the Supplier can purchase these if necessary and they will be added to the final invoice.

i.Should a demo of the application be required for this will be transferred electronically to a maximum of three devices, whether Android or iOS. This requirement must be communicated to Reactiv Apps Limited at the time of the Proposal being created to ensure that this is achievable. This may not be a fully working version of the application.

j.Reactiv Apps Limited will provide support for the lifetime of the app with the Project. Reactiv Apps Limited will give 45 days after the date of the app going live for any undiscovered bugs to be fixed without charge. Should a bug be discovered after this time any fixes will be charged at a daily rate.

3.If the Supplier's performance of any of its obligations under the Proposal is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

a.The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

b.The Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 0; and

c.The Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

5.Supplier's Obligations

1.The Supplier shall provide the Client with such passwords and other information as are necessary to enable the Client to provide background updates to the Application.

6.Supply of Services

1.As soon as practicable following Acceptance the Client and the Supplier shall agree and finalise the Proposal (provided always that the Supplier shall be under no obligation to agree the Proposal until the Development Fee clears in the account of the Supplier). Each party shall sign the Proposal as acknowledgment that the contents of it are agreed and approved.

2.The Supplier shall develop the Application in accordance with the Proposal. The Client shall approve the Application and provide written confirmation of this approval in the Proposal.

3.Following the approval of the Application the Supplier shall apply in its own name for a licence from Apple and/or any Android provider to enable it to host the Application ("the Licence").

4.Once the Licence has been granted the Supplier shall host the Application for the Client in accordance with the terms of this Agreement.

5.The Client acknowledges and agrees that all rights relating to the Licence shall belong to and remain with the Supplier.

6.The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

7.The Supplier shall have the right to make any changes to the Services (including but not limited to amending the Proposal) which are necessary to comply with any applicable law or safety requirement, could be necessary to enable the grant of the Licence or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

8.The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

9.The Supplier has no control over the timescales provided by Apple regarding submission, approval and release of the Application but will endeavour to ensure the Client is kept informed of any progress with Apple.

10.The Supplier will follow the terms and conditions provided by Apple in terms of restrictions and/or limitations but has no authority to overrule a decision where an Application is rejected. The Supplier will inform the Client at the first possible instance of any rejection and work with the Client to guide them on changes required to the Application.

11.The Supplier will undergo extensive testing of the Application prior to the submission to Apple and upon release should there be any bugs the Supplier will work to fix these. Any amendment requested to the Application that is not included in the Proposal or Survey will be charged at a daily rate.

12.The Client accepts that Reactiv Apps Limited is not responsible for any adverse effect to their business operation, sales or profitability as a result of any downtime of the Application or Mission Control.

13.The Application will be developed in accordance with the standard iPhone 4 screen size which also fits iPhone 3 and 3GS. The app will also work with the iPad 1^st, 2^nd and 3^rd generation iPad’s. The app will also be developed for the iPhone 5 as well. Our apps will only run on the iOS operating system 5.0 and above. For Android we endeavour to work towards operating system 2.2 and above where applicable to the app and its functionality. If this is not achievable then we will aim for the lowest possible operating system. It is not the responsibility of Reactiv Apps Limited if a device is not running an operating system we support.

14.Clients will be provided with initial designs based on the signed proposal. Client will be expected to provide a detailed list of changes required. These will be made and a new presentation for the designs will be supplied to the Client. The Client will then need to thoroughly check the designs for inaccuracies and anymore required changes. These again will be made and the third set of designs sent to the Client will be the final version.

15.Reactiv understands that the Client may wish to design the user interface for the app. The Client understands that the user interface is subject to Apple's Terms and Conditions and may be the cause of an application rejection by Apple and that Reactiv Apps Ltd has no control over this. The client understands that should the user interface require a change of design to satisfy the criteria set by Apple, additional charges may be incurred.

7.Intellectual Property Rights

1.All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier and the Supplier hereby grants a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Application.

2.The Client shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

3.The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client.

4.The Project concept is not exclusive to the Client and therefore we reserve the right to use any features within the app in future apps.

8.General

1.The Supplier may from time to time use the designs of the project for marketing and showcasing purposes. This may be printed material as well as digitally.

2.Reactiv Apps Limited may provide ideas and concepts before a Project has been agreed and started. These remain the property of Reactiv Apps Limited and as such the development of these by any person or company is prohibited unless an authorisation fee is paid to Reactiv Apps Limited.

9.Confidentiality

1.A party (Receiving Party - Client) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party - Supplier), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Proposal, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 0 shall survive termination of the Proposal.

10.Limitation of Liability: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

1.Nothing in these Conditions shall limit or exclude the Supplier's liability for:

a.Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b.Fraud or fraudulent misrepresentation; or

c.Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

2.Subject to clause 1 above:

a.The Supplier shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

b.The Supplier's total liability to the Client in respect of all other losses arising under or in connection with the Proposal, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sums payable by the Client in accordance with this Agreement.

c.Except as set out in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

d.This clause 9 shall survive termination of the Proposal.

10.Termination

1.Without limiting its other rights or remedies, each party may terminate the Project with immediate effect by giving written notice to the other party if:

a.The other party commits a material breach of the Proposal and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing of the breach;

b.The other party 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) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

c.The other party 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 (where 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;

d.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 that other party (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;

e.The other party (being an individual) is the subject of a bankruptcy petition or order;

f.A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

g.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 other party (being a company);

h.A floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

i.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 other party;

j.Any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 0 to clause 0 (inclusive);

k.The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

l.The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

2.Without limiting its other rights or remedies, the Supplier may terminate the Proposal with immediate effect by giving written notice to the Client:-

a.If the Client fails to pay any amount due under this Proposal on the due date for payment; or

b.Any action of the Client in connection is deemed by the Supplier (in its absolute discretion) to bring the name of the Supplier, Apple or other Android provider into disrepute.

3.Without limiting its other rights or remedies, each party shall have the right to terminate the Proposal by giving the other party at least 3 months' written notice PROVIDED ALWAYS that such notice shall expire no earlier than the expiry of the Term.

4.Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Proposal or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in clause 10.1(b)) to clause 10.1(1), or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Proposal on the due date for payment.

12.Consequences of Termination

1.On termination of the Project for any reason:

a.The Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;

b.The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Proposal which existed at or before the date of termination or expiry; and

c.Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

2.In the event of termination of a Project all design and artwork whether preliminary or published will be retained by Reactiv Apps Limited.

13.Legal

1.Force majeure

a.For the purposes of this Proposal, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

b.The Supplier shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Proposal as a result of a Force Majeure Event.

c.If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 2 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

2.Assignment and subcontracting

a.The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Proposal and may subcontract or delegate in any manner any or all of its obligations under the Proposal to any third party or agent.

b.The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Proposal.

3.Notices:

a.Any notice or other communication required to be given to a party under or in connection with the Proposal shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

b.Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

c.This clause 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt, notice given shall not be validly served if sent by e-mail.

4.Waiver:

a.A waiver of any right under the Proposal is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Proposal or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

b.Unless specifically provided otherwise, rights arising under the Proposal are cumulative and do not exclude rights provided by law.

5.Severance:

a.If a court or any other competent authority finds that any provision of the Proposal (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Proposal shall not be affected.

b.If any invalid, unenforceable or illegal provision of the Proposal would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

6.No partnership: Nothing in the Proposal is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

7.Third parties: A person who is not a party to the Proposal shall not have any rights under or in connection with it.

8.Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Proposal, shall only be binding when agreed in writing and signed by the Supplier.

9.Governing law and jurisdiction: The Proposal, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.