brief

PH New Media Oakland House Talbot Road Manchester M16 0PQ

Tel : +44 (0)161 877 2253Fax : +44 (0)161 872 5670

PROPOSED WEBSITE PROVIDED FORASSOCIATED TRADE SERVICES LTD

1. MANAGEMENT SUMMARY ........................................................................................................................2

2. SOLUTION OVERVIEW ..............................................................................................................................2

3. OUR APPROACH........................................................................................................................................3

4. SOLUTION COST .......................................................................................................................................4

5. TERMS AND CONDITIONS ........................................................................................................................5

6. CONTRACT AGREEMENT .........................................................................................................................6

DOCUMENT REVISION HISTORY

Version Date Author / Modifier ChangeDescription

Reviewed by/ Date

Authorized by/ Date

1.0 2/09/09 Danny Jones First Draft

PH Media Group, Oakland House, Talbot Road, Manchester, M16 0PQ, United Kingdom. Registered in England and Wales No. 3669221

Business Solution - Proposal 02/09/2009

1. Management Summary

This document outlines the proposal for the design and development of a bespoke website for ATS.

The new website will act as a presence to promote the corporate identity of the business and act as an information point for new and existing customers.

The importance of the website is to enable the company to increase their brand awareness – providing the technology to help them remain at the forefront of their industry over the competition. The website will be designed to be scalable, allowing additional features to be added in the future.

2. Solution Overview

To capture the customer’s attention when visiting the website, PH New Media proposes to develop a series of ‘unique selling points’ to promote ATS. The USP messages will be snappy phrases that will be used throughout the website in rotating animated banners. It is suggested that the USPs created are used in all promotional activity to create synergy between the company’s advertising.

To maximise the visitor’s experience and aid in the management of the website, PH New Media proposes to include the below features:

Bespoke design service – PH New Media focus on delivering websites that fit with the client’s brand image and perception in the market. Usability and navigation is also taken into consideration during the design stage and internal testing is completed to ensure that the end-user experience is optimised.

Branding – PH New Media propose to create new branding to differentiate the different divisions within ATS. The branding will be used throughout the website and also supplied to ATS to rollout across all offline print media.

Gallery – The website will feature a gallery section that will be used to display images of previous jobs completed.

Google Analytics – The advanced statistics package provided by Google will be used to monitor the performance of the ATS website. Permissions will be granted to view the reports generated by the system. In addition PH New Media will make recommendations on changes to the website based on the results of the analytics.

Google Maps – Google Maps will be used on the website to display the location of the business.

Website hosting – The ATS website will be hosted in the PH New Media ‘class one’ Data centre. The dedicated Account Manger will act as a primary point of contact for all technical support queries.

Email and domain support – POP3 email setup and support is provided as an option with the website. PH New Media can also work with existing suppliers if required.

Dedicated Account Manager – ATS will be designated a dedicated Account Manager who will be the company’s main point of contact.

Design and Development process – At the beginning of the project, ATS will be presented with a project schedule. The project schedule will highlight when input is required from the client. The benefit of this approach is that the process is becomes very transparent and no time is wasted.



3. Our Approach

QMS - Quality Management SystemAll projects at PH New Media are executed within the framework of its Quality Management System (QMS). The QMS requires the project to be broken up into the following processes:

Mechanism / Site SpecificationThe Project Management Plan will be prepared in this phase. The project plan will contain the detailed schedule with milestones, review mechanism and training details.Project Steering representative initialised from the client. This individual will conduct periodic reviews and resolve issues pertaining to the project.

Conceptualising / Design MappingWe can storyboard the interpretation of requirements to ensure that the client is entirely happy that an accurate reflection of the vision of the site has been achieved. We view this phase as essential as it helps iron out any issues before time is committed to actual implementation.

Design Production / Technical FrameworkDesign the GUI Graphical User Interface and navigation system details as per signed-off final requirement. The templates to be used for key screens will be identified. Sample screens will be used to demonstrate the look and feel of the application to ensure that ATS are entirely happy it meets with both their expectations and brand identity requirements.

Software Development and Unit TestingThe development of any content management system is intensive. Internally we have created a structured procedure to deal with new content builds and plug-ins to existing clients. Our testing services are tailored to client needs to insure that the software works in the intended environment.

Integration TestingTo evaluate the design workings of your content management system we continually test for poor connectivity as we follow the project schedule. Tests are completed by different members of staff not involved with the project to assure the administration section and front end web interface communicate correctly.

User Acceptance TestingNominated company representatives will be asked to walk through each section of the site to not only check for errors, but also ensure that the site meets objectives for user-friendliness.

Training / Post Implementation SupportPH New Media shall provide ATS users with training on how to use the administration section. Online help / training is also provided with every software application we build.

• Site Specification & Direction• Conceptualisation / Design Mapping

Approval for Development• Development of Product / Content

Software & Unit Testing• Integration Testing• User Acceptance Testing• Training / Implementation Support



4. Solution Cost

The cost of the website is as follows:-

Website - No initial deposit required followed by 24 monthly payments of

£150. Branding £650 (single payment)


Page 4 of 6


5. Terms and Conditions DEFINITIONSIn these terms and conditions the following words, when capitalised, shall bear the meaning set out below:-“Agreement”Any agreement for services between Please Hold (UK) Ltd or any other company or corporation that may be a successor in title to Please Hold (UK) Ltd and the client“Client”Any person entering into an agreement with Please Hold (UK) Ltd and whose details are set out in the agreement“Domain Name”The domain name set out in the agreement or any other domain name acquired by Please Hold (UK) Ltd or the client for publication of the Website“Intellectual Property”Copyright, trademarks, trade names, patents, registered designs, applications or any of these rights, topography rights, know-how, rights in designs, moral and performers’ rights and all other intellectual property rights subsisting in the Website“ISPAn internet service provider“Monthly Fee”The monthly fee specified in the agreement“Person”Includes individuals, corporations, companies, listed liability Partnerships, unincorporated associations, societies and firms“Please Hold (UK) Ltd”Please Hold (UK) Ltd., a company registered in England with number 03669221 whose registered office is at Oakland House, Talbot Road, Old Trafford, Manchester M16 0PQ“Services”The Website design, support and maintenance services specified in the agreement as being provided to the client.“Third Party Property”Any graphics, screen designs, audio-visual effects, pictures, software and other proprietary material belonging to a third party and which forms part of the Website“Website”The web pages to be designed, constructed and/or maintained by Please Hold (UK) Ltd pursuant to the agreement, whether they contain or comprise text, graphics, pictures, screen designs, screen layouts, sound, audio-visual material, film or softwareTERMS1. The client has entered into an agreement in accordance with these terms and conditions.1.1 These terms govern all invitation to treat, representations, offers, quotations, orders, acknowledgement of orders and contracts for the lease/licence to use goods and intellectual property rights between Please Hold(UK) Ltd (“the company”) and any licence of the goods/intellectual (“the client”) to the exclusion of any otherterms. The terms can only be varied with the written consent of a director of the company.2. These terms and conditions apply to all agreementsThe Company’s obligations3. The company shall provide the service in accordance with provisions contained in the agreement and these terms and conditions and shall exercise such reasonable skill, care and diligence as expected of an experienced website designer in so doing.4. The company shall give the client as much notice as reasonably possible before carrying outemergency maintenance work but may do so at any time without being liable for any losses to the client5. The company agrees to maintain and provide constant access (within all reasonable powers using its existing resources) to the Website, subject to downtime or computer failure of a third party or ISP or force majeure. In such event the company shall not be liable for any losses to the clientThe Client’s obligations6. The client warrants that it has obtained all necessary consents, approvals and licences for the use of Third Party Property provided by it and the use of such Third Party Property will not violate any intellectual property rights belonging to any third party. The client will indemnify on a full indemnity basis the company in respect thereof.7. In the event of allegations of an infringement of clause 6 herein or if the company reasonably suspects such an infringement has occurred the company may, without giving notice to the client and without liability, procure suspension of availability of the Website or any part thereof or remove any part of the website pending the investigations of such allegations or suspicion8. The Parties shall notify each other as soon as reasonably possible after becoming aware of any thirdparty allegations of a breach of the provisions of clause 6 herein9. The client authorises the company to publicise the Website to web search engines as well as other web directories and indexes as they deem fit and appropriate. The company shall use its best endeavours to publicise the website and shall not be liable for any losses in regard to any failure to do so10. The client shall indemnify the company against any claims, proceedings, losses, liabilities, damages(including all Professional costs on a full indemnity basis), charges and expenses of whatever nature arising out of or in connection with any claim or action made against the company relating to a breach of the client’s obligations hereinIntellectual Property and Ownership11. All Intellectual Property shall vest and remain vested in the company.12. Except where the domain name is acquired by the company the client warrants to the company that it owns all rights to, and has not an assigned Domain Name. At the termination of the agreement for the avoidance of doubt the Domain Name shall vest in the company. The company may at its absolute discretion allow the client to utilise the Domain Name elsewhere on payment of an agreed fee.13. Any image, graphic, sound, music, custom coding or scripts, text and any other original material supplied for the design of the Website, whether Third Party Property or that of the company or the client shall remain the property of the company when incorporated into a Website.14. The company may re-use or modify any image, graphics, sound, music, custom coding or scripts, text or other material supplied by the client, for any other web page or website designed by the company.15. The company may use the same or like images, likeness or modified versions of any images,graphics, sound music, custom coding or scripts, text, Third Party Property and any other material supplied by the company for any other web page or website16. The client may purchase the website and all rights regarding the website from Please Hold (UK) Ltd foran amount equal to 60 times the monthly fee at any time during or after the contract. Any payments already made by the client shall not be deducted from this amount.17. In the event of the client breaching copyright in any way regarding the website, and in the event ofPlease Hold (UK) Ltd starting proceedings in regards to this effect, Please Hold (UK) Ltd reserve the right to claim compensation equivalent to an amount of the sum it would have cost for the client to purchase the website and all rights regarding the website, as calculated in clause 16.18. The company can refuse to sell the website and all rights regarding thereto without supplying any reason.19. Please Hold (UK) Ltd reserves the right to request ownership of all domain names that are to beassociated with the website built by Please Hold (UK) Ltd to be transferred to the company. At the end of the term of the contract the company may in its absolute discretion agree to sell the domain names to the client. If the client has no domain name, the domain name shall be registered in the name of Please Hold (UK) Ltd20. The price for same is to be in the company’s absolute discretion. The client will also be responsible for all associated costs with the transfer of the domain name back to the client in the event of a sale to the client.Modifications to the Web Site21. The company shall not be responsible for any modification or amendments made by the client or anyone other than an employee of the company to the website or any part thereof. If the client requires any amendments to the website then notice shall be given to the company in writing. If the amendment is at the behest of the client then the company reserves the right to make a charge for same. Such charges to be agreed in writing in advance.22. The company reserves the right to amend or modify the website where, in its reasonable opinion, such amendments or modifications are necessary to ensure that no material on the website is likely to be construed as illegal, obscene, threatening, defamatory, discriminatory, promoting illegal or unlawful activity or is otherwise actionable or in breach of any rules, regulations or laws to which the website is subject.

23. The client will indemnify the company in all respects if the website is used in any way which is illegal or if the client modifies the website to procure any illegal contracts and/or breaches the provisions of the Money Laundering RegulationsPrices24. All prices are exclusive of any tax.25. The company reserves the right to vary the price by any reasonable amount attributable to any changes in the cost to the company of purchasing or producing the goods or any materials incorporated in them, or procuring necessary services, or to fluctuations in currency exchange rates from the date of the contract to date of delivery of the goods specified in that contract. In such circumstances the client has the right to terminate the contract within seven days of any such increase26. In such circumstances the client shall advise the company of its wishes to terminate in writing sent by recorded delivery27. The company reserves the right to increase the monthly fee by 5% per annum or such amount it considers reasonable at its absolute discretionPayment28. By signing the contract the client gives the company, its servants or agents the authority to run credit checks on the client to determine whether the client is credit worthy. The company may also run credit checks on the client at such intervals as it deems fit throughout the contract period29. The company reserves the right to request trade and/or bankers references from the client should the company consider this to be necessary30. The client shall pay the company the monthly fee when due by direct debit or standing order without deduction or set-off. If the client insists on paying via any other method the company reserves the right to charge an additional £15.00 plus VAT per quarter in addition to the client’s monthly fee. If the alternative method is via invoice the invoice must be paid within thirty days from the invoice date. Cancellation invoices must be paid 7 days from date of invoice.31. Unless otherwise specified the charges payable pursuant to the agreement are exclusive of any possible Value Added Tax which shall be paid by the client at the rate and in the manner for the time being prescribed by law32. If any sum payable under this agreement (including the monthly fee) is not paid within seven days afterdate due then (without prejudice to the company’s other rights and remedies) the company reserves the right to:32.1 charge interest in accordance with the Late Payment Regulations or in the alternative 5% above theBank of England base rate. Such interest shall be compounded on the last day of each month32.2 the company may withhold services32.3 in the event of non-payment or late payment the company may withdraw any services relating to the website. Please Hold (UK) Ltd shall not be responsible for any losses which are incurred as a result thereof32.4 If any sum under the agreement is not paid within 7 days of the sum falling due, Please Hold (UK) Ltd reserve the right to invoice the Client for the remaining contractual term and any additional specified within the contract. This shall be paid 7 days from invoice date.32.5 in the event of non-payment the company shall charge £15.00 for each letter claiming unpaid sums32.6 the client will also be responsible for the company’s legal fees in the collection of any debt that is due on a full indemnity basis and such costs shall be added to the amount outstanding and shall be due as a debt from the clientLimitation of Liability33. The company’s liability (including any liability for the acts or omissions of its employees) to the client in respect of any breach of its contractual obligations arising under the agreement and any representations, statements or tortuous act or omission including negligence arising under or in connection with the agreement shall be limited to the sum received by the company from the client exclusive of VAT pursuant to this agreementTerm and Termination34. The term of the contract shall commence on the relative contract date and shall continue until the end of the minimum term scheduled within the contract. In the absence of a date the contract shall commence upon the date of the execution of the contract by the client34.1 unless the contract is terminated by the client giving the company at least 42 days written notice before the end of the initial term (such notice to be sent by recorded delivery), the contract shall continue for an amount of time equal to the initial term. Unless this extended term is terminated by the client giving to the company at least 42 days written notice before the end of the extended term (such notice to be sent by recorded delivery) then the contract shall continue for an amount of time equal to the extended term, and so on and so forth. The contract shall continue to roll in this way until terminated by either party within the relevant notice period stated above. Should Please Hold (UK) Ltd decide to terminate the agreement, they do not need to supply notice in writing to the Client34.2 the agreement may be terminated forthwith by the company if the client fails to pay any sum due thereunder (including the monthly fee) within twenty one days (without affecting the company’s rights to enforce its rights under this agreement)34.3 forthwith by either Party if the other shall convene a meeting of its creditors or if a proposal shall be made for a Voluntary Arrangement within the Insolvency Act 1986 or a proposal for any composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts in the meaning of Section 123 of the Insolvency Act 1986 or if a Trustee, Receiver, Administrative Receiver or other similar Officer is appointed in respect of all or any part of the business or assets of the other Party or if a Petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other Party or the making of an Administration Order (otherwise than for the purpose of amalgamation or reconstruction) or if anyanalogist event shall take place in relation to the client34.4 any termination of the agreement for whatever reason shall be without prejudice to any other rights or remedies a Party may be entitled to under the agreement or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision thereof which expressly or by implication intended to come into or continue in force on or after such terminationForce Majeure35. Neither Party shall be liable for any breach of its obligations under the agreement which results from causes beyond its reasonable control but not limited to fires, strikes (of its own or other employees) embargos, requirements or regulations of any civil or military authority (an event of force majeure) Waiver36. The waiver of either Party of a breach or default of provisions of the agreement by the other Party shall not be construed as a waiver or any succeeding breach of the same or other provisions nor shall anydelay or remission on the part of either Party to exercise or avail itself of any rights, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party. Confidentiality37. The company and the client undertake to each other that they will not at any time after the date of the agreement use or divulge or communicate any confidential information in the business, accounts, finance or contractual arrangements or of other dealings, transactions or affairs of the other (included but not limited to details of the services) save where required to do so by lawUnderstanding of Contract38. By entering into the agreement the client acknowledges that he has read these terms and conditions and will be bound by them. The company will not give any refunds or exchanges for any terminated or cancelled agreement. If the agreement is terminated for any reason the client will be invoiced for the remaining contractual term and any additional amounts due under the contractGoverning Law39. The agreement shall be binding on the successors in title of the Parties and shall be governed and interpreted according to the English law.Headings40. Headings using these terms and conditions are for convenience only and shall not be used to interpret or construe its provisionsNotices41. All notices or other documents under the agreement shall be in writing and delivered personally and sent by fax or sent by mail, postage pre-paid, addressed to the company and the client whose address is set out in this agreement or any other addresses subsequently notified.42. Notices in respect of termination shall be delivered by recorded delivery and if ordinary post is used bythe client obtaining proof of posting to evidence delivery of the communication. All notices sent by the company shall be deemed delivered on the second working day after posting


Page 5 of 6


6. Contract Agreement

Business Solution Agreement

I, the undersigned, authorise PH New Media to commence with the design and development of the business solution required for ATS. I agree to the terms and conditions laid out within this document. I understand that PH New Media has express permission to carry out a search against my credit record, should I be a sole trader or non-limited partnership.

No initial deposit required followed by 24 monthly payments of £150. [ ]

Signed: Date:

Printed name: Position:


Page 6 of 6

brief

Technology