Twisted Tree Publishing Limited

General Terms and Conditions of Trading

1.Denitions and Interpretation

1.1 The following words and phrases shall have the following meanings (except where the context otherwise
requires):

• “Client” means the company which engages Twisted Tree Publishing Ltd to perform the Services;
• “Charges” means any sums payable by the Client pursuant to the performance of the Services;
• “Commencement Date” means the date on which the Client engages Twisted Tree Publishing Ltd to perform the Services;
• “Conditions” means these terms and conditions and any appendices or amendments thereto;
• “Contract” means any agreement for the performance of Services resulting from an Order by the Client;
• “Client Material” means all material provided by the Client to Twisted Tree Publishing Ltd for the performance of the Services which is protected by Rights;
• “Commissioned Material” means all material the creation of which is commissioned by Twisted Tree Publishing Ltd on behalf of the Client in provision of the Services pursuant to these Conditions;
• “Existing Material” means any material protected by Rights, whether created by a third party or by Twisted Tree Publishing Ltd (but not by the Client) and in existence at the time it is desired to make use of it for the performance of the Services;
• “Order” means a purchase order or other formal notication produced by the Client (in whatever form, including e-mail(s) and/or any attachments) which conrms acceptance of Twisted Tree Publishing Ltd’s Quote and outlines the Services to be performed;
• “Quotation” or “Quote” means a quotation produced by Twisted Tree Publishing Ltd, detailing the Services and which constitutes an offer to the Client and which is accepted on these Conditions unless expressly agreed otherwise by the parties and conrmed in writing;
• “Records” means such accounts and records maintained by Twisted Tree Publishing Ltd of all expenditure which is reimbursable by the Client under these Conditions and as are reasonably necessary for the purpose of enabling the Client to conduct an audit of that expenditure;
• “Rights” means any copyright, extended or revived copyright, design right, registered and unregistered design right, patent, performer’s property right, trade mark, database right or any similar right exercisable in any part of the world, including any application for registration of any patent, trade mark, registered design or similar registerable rights in any part of the world;
• “Twisted Tree Publishing Ltd” means any personnel in the direct employ of Twisted Tree Publishing Ltd for the performance of the Services but shall not be extended to include any sub-contractors, partners or agents;
• “Twisted Tree Publishing Ltd Material” means all material created by Twisted Tree Publishing Ltd for the Services, provided that it is approved by the Client and incorporated into its products;
• “Services” means those services performed by Twisted Tree Publishing Ltd for the Client pursuant to an Order or an accepted Quote and which may be specied further as agreed between the parties from time to time as may be the case;
• “Term” means the period of time for which Twisted Tree Publishing Ltd is engaged to perform the Services;

1.2 In these Conditions (except where the context otherwise requires) the clause headings are included for
convenience only and shall not affect the interpretation of these Conditions, use of the singular includes the plural
and vice versa and the use of any gender includes the other genders.

1.3 References to any statute or statutory provision include a reference to that statue or statutory provision as from
time to time amended extended or re-enacted and to any subordinate legislation made from time to time under that
provision.

1.4 Unless specically expressed otherwise, “includes” and “including” shall be without limitation to the examples
following.

2. Services

In consideration of the Charges, the Client agrees to engage Twisted Tree Publishing Ltd to perform the Services
as specied in the Order or Quotation. Twisted Tree Publishing Ltd may, at its sole discretion, agree to perform
additional services to be charged to the Client at rates to be agreed between the parties.

3. Conditions

Unless expressly agreed otherwise and stated in writing by the parties, the Services shall be performed subject to
these Conditions. Acceptance of a Quotation shall conrm the Client’s acceptance of these Conditions.

4. General

4.1 Notices
Any notice required or permitted to be given by either party shall be in writing and addressed to the other party at its
registered ofce or principal place of business or such other address as may at the relevant time have been notied
to the party giving the notice.

4.2 Force Majeure
Neither party shall be liable for non-performance or for delays from causes beyond its reasonable control including
but not limited to res, insurrection or riots, delays in transportation, inability to obtain supplies and raw materials,
requirements or regulations of any civil or military authority or acts of God. In the event of the foregoing, the date
of performance shall be deferred for a period equal to the time lost by reason of the delay. The affected party shall
notify the other in writing of such events or circumstances promptly upon their occurrence.

4.3 Waiver
Subject to these Conditions, no failure by any party to exercise any right under any Conditions shall be deemed to
be a waiver of any party’s rights thereunder or under any other agreement, save to the extent that such waiver is in
writing and signed by an authorised representative of that party.

4.4 Risk & Insurance
Property of the Client supplied to Twisted Tree Publishing Ltd shall be at the Client’s risk unless expressly agreed
in writing prior to Twisted Tree Publishing Ltd’s receipt of such property. The Client shall be expected to arrange
adequate insurance in respect of such property at all times.

4.5 Invalidity
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or
in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall
not be affected.

4.6 Archiving
Twisted Tree Publishing Ltd does not warrant that any or all of the Documents, Data, COMPANY Material, Client
Material or other information supplied for the performance of the Services will be archived by Twisted Tree
Publishing Ltd for any period of time following completion of the Services. Where Twisted Tree Publishing Ltd
agrees to retain information on behalf of the Client, such work shall be undertaken on a ‘reasonable endeavours’
basis and Twisted Tree Publishing Ltd shall not be held liable for any loss or corruption of data stored by Twisted
Tree Publishing Ltd on behalf of the Client howsoever such is occasioned.

4.7 Disputes
The parties agree to work together in good faith to settle any dispute arising from or in connection with these
Conditions. In the event of a breach of either party of these Conditions, the party not in breach agrees to afford
the other not less than thirty (30) days in which to remedy such breach (in the case of a breach capable of remedy
where, for the purposes of these Conditions, failure to pay charges due according to the payment terms shall not be
considered a breach capable of remedy) to the reasonable satisfaction of the parties.

4.8 Publicity
Neither party shall reveal the details of the Services (including the Quotation) to any third party without the prior
written consent of the other, except to its professional advisers or auditors. Twisted Tree Publishing Ltd may, in its
publicity materials, refer to the Client as being a client of Twisted Tree Publishing Ltd’s and the Client agrees to allow
Twisted Tree Publishing Ltd to use the COMPANY Material in Twisted Tree Publishing Ltd’s promotional materials
without the need for further consent. This provision shall survive expiration or cancellation of the Services.

4.9 Governance
These Conditions shall be governed by the laws of England and Wales and the Client agrees to submit to the
exclusive jurisdiction of the English Courts.

4.10 Relationship
This Agreement shall not be construed as creating a relationship of employer and employee, principal and agent or
a partnership or joint venture between Twisted Tree Publishing Ltd and the Client.

4.11 No Third Party Rights
Nothing in these Conditions is intended to, nor shall it, confer any rights on a third party whether under the Contracts
(Rights of Third Parties) Act 1999 or otherwise.

5. Payment and Charges

5.1 Unless expressly stated otherwise, Twisted Tree Publishing Ltd shall invoice the Client monthly in arrears in
respect of the Services rendered, and the Client shall pay the Charges without deduction, set off or counter claim
in accordance with the invoice and payment shall become due within 14 days of the date of such invoice and shall
be paid in pounds sterling. The Client shall pay interest on overdue amounts at the rate of 8% above the prevailing
rate of the Bank of England as may be set from time to time.

5.2 Unless stated otherwise, all Charges are exclusive of value added tax and any value added tax arising in respect
of a supply under these Conditions shall be paid in addition to the amount payable and at the rate applying at the
date of Twisted Tree Publishing Ltd’s invoice in accordance with UK and EU regulations.

5.3 Where Twisted Tree Publishing Ltd incurs reasonable out-of-pocket expenses in its performance of the Services,
these shall be invoiced monthly in arrears in addition to the Charges, and unless agreed otherwise, such invoices
to be paid within 14 days of the date of same.

5.4 If any additional work or expense is incurred by Twisted Tree Publishing Ltd as a result of a failure or delay by
the Client in meeting its obligations in connection with the Services, then such additional work or expense shall be
charged to the Client in addition to the Charges, such amounts to become payable within 14 days of Twisted Tree
Publishing Ltd’s invoice for the same.

6 Obligations of the Parties

6.1 The Client shall use all reasonable endeavours to ensure that all Documents and Data supplied by the Client
to Twisted Tree Publishing Ltd in connection with the Services are true, complete and accurate. Twisted Tree
Publishing Ltd shall not be liable for any loss, damage or costs resulting from the inaccuracy or incompleteness of
such Documents or Data.

6.2 In the event that the Client cancels the agreed-to services, the Client shall be required to pay to Twisted Tree
Publishing Ltd as liquidated damages the full amount of any third party costs to which Twisted Tree Publishing
Ltd has committed and in respect of cancellations on less than 5 working days’ notice, the full amount of services
contracted for as set out in the Quote. The Client agrees that this is a genuine pre-estimate of Twisted Tree
Publishing Ltd’s losses in such a case.

6.3 Condentiality.
Each party may be required to disclose to the other certain information which is either expressly identied as
being condential or which is deemed by its very nature to be condential (“Condential Information”). In such an
event, the recipient of such Condential Information (“Receiving Party”) agrees at all times to use such Condential
Information solely for the purposes of performing its obligations hereunder and shall not use such Condential
Information for its own personal gain or for the benet of any party which is not a party to the contract.

6.4 Each party further agrees to keep the Condential Information secret and condential and, in particular, not to
divulge, publish or disclose such Information, whether in whole or in part and whether directly or indirectly, to any
person other than in condence and on a need to know basis to its employees, ofcers, agents and sub-contractors
who are directly engaged in the performance of the Services, and its professional advisers and/or auditors who are
required to provide advice in respect of the Services and who are subject to condentiality obligations in respect
thereof under their contracts of employment or engagement (as the case may be) with Twisted Tree Publishing
Ltd.

6.5 The provisions of conditions 6.3 and 6.4 shall not apply to information which: (i) is, or (save by breach of
these Conditions) comes into the public domain; (ii) is revealed to either party by a third party which has received
such Condential Information by means other than any breach of these Conditions; or (iii) which is required to be
disclosed by law.

7 Warranties

7.1 Where Twisted Tree Publishing Ltd is required to use the Client’s software in performance of the Services, the
Client warrants that it either owns the Rights in, or otherwise has the appropriate licences to allow Twisted Tree
Publishing Ltd to use the Client’s software (including any Documentation) and that it will fully indemnify Twisted Tree
Publishing Ltd against any claim by any third party that Twisted Tree Publishing Ltd is not authorised to use Client’s
software in its performance.

7.2 The Client further conrms and warrants that its title to and property in any software, hardware and other client
material is free and unencumbered with no third party rights attaching thereto and shall fully indemnify Twisted Tree
Publishing Ltd against any damages, losses, costs or expenses which Twisted Tree Publishing Ltd suffers or incurs
by reason of the breach of this provision.

7.3 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by
statute, common law or otherwise are hereby excluded to the extent permitted by law.

8 Liability and Indemnity

8.1 Neither the Client nor Twisted Tree Publishing Ltd shall seek to limit its liability with regard to death or personal
injury resulting from its negligence or from any fraudulent misrepresentation.

8.2 In respect of any other claim for breach of contract or negligence under these Conditions the liability of Twisted
Tree Publishing Ltd shall be limited (at the option of Twisted Tree Publishing Ltd) to the provision of replacement
Services or, unless agreed otherwise, payment of not more than the Charges for the Services. Twisted Tree
Publishing Ltd shall not be liable to the Client for any losses arising under this provision arising by reason of the
Client’s failure to fulll its obligations.

8.3 In no event (including any instance where an event is foreseeable and/or Twisted Tree Publishing Ltd has been
informed of such or the likelihood of such occurring) shall Twisted Tree Publishing Ltd be held liable to the Client
for:

1. loss of prots, business, contracts, revenues or anticipated savings, loss of use or of goodwill; and/or
2. any action on the part of the Client or any third party in modifying, adapting, monitoring or maintaining any of Twisted Tree Publishing Ltd Material (whether during the performance or after completion of the Services and including loss and/or corruption of Data or changes to the web site); and/or
3. delays in the performance of the Services (save as may be expressly provided for within the Quotation); and/or
4. any event of force majeure; and/or
5. indirect or consequential loss or damage.

8.4 The Client agrees fully and promptly to indemnify Twisted Tree Publishing Ltd against all costs, claims,
demands, losses, damages and expenses to which Twisted Tree Publishing Ltd may become liable or which Twisted
Tree Publishing Ltd may suffer or incur as a result directly or indirectly of Twisted Tree Publishing Ltd acting in
accordance with the Client’s instructions with regard to the Services or otherwise or arising from any act, default or
neglect on the part of the Client.

9 Rights in Material

9.1 The parties agree that any condential know-how, intellectual property, trade secrets, inventions and design
rights used by Twisted Tree Publishing Ltd in performing its obligations under these Conditions or arising in the
course of performing its obligations with regard to the Services are, and will remain, the property of Twisted Tree
Publishing Ltd and nothing herein contained will be deemed to pass or transfer to the Client any such intellectual
property Rights of Twisted Tree Publishing Ltd.

9.2 Any Rights of the Client in equipment and material owned by the Client and existing on the commencement of
the Services are and will remain the property of the Client or any third party licensed by the Client and the Client
warrants that it has sufcient right and/or title in such material to allow Twisted Tree Publishing Ltd the use of such
in the performance of the Services.

9.3 Twisted Tree Publishing Ltd grants the Client a non-transferable, non-exclusive licence to use the COMPANY
Material for the Client’s internal use. Except to the extent expressly permissible under applicable law, the Client
shall not copy, reverse engineer, reverse compile or reverse assemble the COMPANY Material or any Existing
Material in whole or in part. This licence shall not transfer to the Client (unless expressly agreed otherwise) any
Rights or ownership in the COMPANY Material and the provisions of this Condition shall survive the termination or
expiry of this contract and the performance of the Services without limitation in time.

9.4 No provision in these Conditions shall, unless expressly stated and agreed by the relevant parties otherwise,
transfer the Rights of either party to the other.

Twisted Tree Publishing Ltd - February 2009