1. DEFINITIONS In this agreement the following shall have the following meanings:-`Agreement` the contract between us and you incorporating these terms and conditions and our Terms & Conditions for services related to advertising with Ad-Plus.`You` the individual, partnership or company with whom we enter into this agreement.`We` `Us` Ad Plus Limited,Brynford house, Brynford Street, Holywell, Flintshire,CH8 7RD.`Services` are defined as participation in the Ad-Plus Marketing program by placing and advertisement and usiung the marketing program for referrals to earn commissions on introductions within the Ad-Plus Advertising program.

2. SERVICES We agree to provide you with the services as defined in the Ad-Plus Marketing Plan whereas you will be provided with an advertising board with your advertisement placed in position ONE which you can then market out to others through direct links in order to attract people to the site. You will be rewarded Cash Back as defined in the marketing plan for any introductions made directly through introduction. Further Cash Back rewards will then be paid in line with the marketing plan for people signing up under people you have introduced.

3. SERVICES REFUND We will complete the work in accordance with the terms and conditions enabling your account live on receipt of payment and grant access to your advertising space as laid out in the marketing plan. We reserve the right to review the terms if after accepting them you then alter or amend your requirements or infringe on the terms and guidelines for any reason, and to make additional charges for those changes or for changes arising through circumstances beyond our control. 3.1 You are responsible for checking the advertisement is fit and that it does not infringe on any copyright or intellectual properties and that is does not imply that you are any part of Ad-Plus other than a member. You may only reject the membership at early key stages, and in such an event, the rejection must be made in writing within seven days of rejection formalising your reasoning. Money collected for the membership is non-refundable after 14 days and covers annual subscription to the advertising and promotion of your business through the Ad-Plus Marketing System.

4. COPYRIGHT AND OWNERSHIP 4.1 You retain ownership of any source material, which you supply to us. By providing such material and that you have rights to use it, to use you confirm that we have the right to use, modify, adapt and edit such materials to create the site advertisement.4.2 We own all rights in respect to the source code, tools developed , files, algorithms and other materials used in the product of Ad-Plus Marketing other than your source materials (see 4.1) 4.3 We will transfer to you the rights to use the Ad-Plus program to promote material related to the Ad-Plus plan on cleared funds from you as payment for the membership.4.4 Any additional modifications of the delivery items beyond that of the this proposal will be subject to additional charges by us.4.5 We retain originating materials such as computer graphics, for a reasonable period of time after completion of the services. Unless we receive another order from you within that period we may dispose of such material.4.6 We may use all or part of any part of our system and services, or materials produced for or acquired on your behalf for demonstration purposes to other potential customers.

5. PAYMENT You must pay us for the services set out in the Ad-Plus Marketing Plan in accordance with the arrangements set out in the proposal within 7 days of our invoice date. 5.1 Money taken as a membership is non-returnable after you have benefited from the Ad-Plus Plan and covers the cost of providing the services in respect time taken in setting up  your account in the system. 5.2 In the event of your failure to meet the payment arrangements under this or any other agreement you have with us we may (without prejudice to its other nights and remedies) disable your account. We also reserve the right to require sums on account of future payments prior to resuming on the proposal. 5.2 If you decide you are not satified with your Ad-Plus marketing board and require a full refund, this will only be accepted within 14 days of your account beign activated and we must have written confirmation setting out you reasons for not wanting to proceed with advertising.


6. SITE HOSTING 6.1 We will supply you with an Ad-Plus marketing board to send out and market as your own. You must pay the initial registration charge to retain the advertising board renew your application on a per annum basis. 6.2 We reserve the right to remove content that is in our opinion is obscene, pornographic or otherwise reasonably unacceptable.6.3 We will host the advertisement on the webster on our services and provide you with the services outlined in the Ad-Plus marketing plan and the facility to broadcast content over the Internet. 6.4 Any site that broadcasts unsuitable and unlawful material may be terminated without notice in accordance with the applicable Law in the United Kingdom. This includes racism, obscene sexual material and slanderous material. Such termination will be followed up in writing.6.5 Ad-Plus has a no tolerance aeonian policy. We reserve the right to terminate any account that issues SPA email through our affiliate program.6.6 Services will may be terminated for nonimmune of services within 7 days of invoice date.

7. TERMINATION 7.1 We may terminate services within this Agreement immediately without telling you if: 7.1.1 you do not pay any payments under this agreement by the relevant date; or 7.2 Either of us may terminate this Agreement if the other is:-7.2.1 in breach of any material term of this Agreement and (if remediable) Does not remedy such breach within 30 days of written notice to do so, or Consistently breaches any of the terms of this Agreement or;7.2.2 presented with a bankruptcy petition, or unable to pay its debts as they fall due, or has a resolution passed for its winding up (otherwise than for the purpose of a bona fida scheme of solvent amalgamation or reconstruction where the resulting entity takes over all of its assets and liabilities), or a court of competent jurisdiction makes an order to that effect, or it becomes subject to any administration order or enters into any voluntary arrangement with its creditors, or ceases to carry on business, or has a receiver or administrative receiver appointed, or is in a position whereby a court is entitled to appoint a receiver or administrative receiver 7.3 Upon any termination of this Agreement for any reason whatsoever, you must pay the outstanding charges to us.

8. WARRANTIES AND LIABILITY 8.1 We warrant that we will use all reasonable care and skill in carrying out our obligations under this Agreement. All other conditions, warranties and obligations implied by statute, common law or otherwise and any liabilities arising there from are excluded to the extent permissible by law.8.2 We will not limit our liability to you for death or personal injury caused by any of our acts or omissions or those of our employees or agents acting in the course of their employment.8.3 Our liability to you for damage to your tangible property caused by our negligence or by our employees acting in the course of their duty shall be limited in respect of any one event or series of connected events.8.4 In any event apart from clause 8.2 we will not be liable to you in contract, tort, negligence or otherwise for the loss of business, contracts, profits, or anticipated savings or for any other special, indirect or consequential loss whatsoever, even if such loss was reasonably foreseeable, or we have been advised of the possibility of your incurring the same.8.5 Apart from clauses 8.3 and 8.4, our maximum aggregate liability in contract, tort, negligence or otherwise arising out of, or in connection with, this Agreement shall be limited in respect if any one event or series of two or more connected events to an amount paid and payable by you during the year of this Agreement in which event or events occur. 8.6 All research, designs and recommendations in any document letter or spoken communication are made by us in good faith and on the basis of the information we have at the time. Their achievement must depend among other things on the effective co-operation of your staff. In consequence no statement which we or any of our employees agents or contractors make in any document or letter is deemed to be in any circumstances a representation, undertaking, warranty or contractual condition unless expressly set out in this Agreement and the Project Proposal. 8.7 Each provision of this clause 8 limiting or excluding liability operates separately and shall survive independently of the other provisions.8.8 You warrant that your materials do not contain any material, which is obscene, menacing, threatening, offensive, indecent, fraudulent, criminal or which infringes the rights of anyone else including any intellectual property rights.8.9 You agree to indemnify and hold us harmless against claims brought by a third party arising out of your breach of clause 8.8.

9. FORCE MAJEURE Neither of us shall be held to be in breach of its obligations hereunder (except in relation to the obligation to make payments) nor liable to the other for any loss or damage which may be suffered by the other due to any cause beyond reasonable control including without limitation any act of God, failure, flood, lightning, fire, strike, lock-out trade dispute, act or omission of the government, regulatory authorities, other telecommunications operators or any other competent authority.

10. ASSIGNMENT 10.1 You must not assign this Agreement without prior written consent. 10.2 We may assign this Agreement by notification to you in writing.

11. NOTICES Any notice required to be given under this Agreement shall be sent by electronic email with hard copy to be sent by post and shall be deemed to have been given when received at either party`s e-mail address if by electronic mail and one day after posting if sent to either party`s address as notified by the parties.

12. GENERAL 12.1 Any failure by us to exercise or enforce any of our rights under this Agreement shall not be deemed to be a waiver of any such right or operate so as to bar the subsequent exercise or enforcement of any such right. 12.2 This Agreement represents the entire understanding between us in relation to its subject matter and supersedes all other agreements or representations made by either of us, whether oral or written. 12.3 Any variation of this Agreement must be in writing and signed by both parties. If any provisions of this Agreement is held to be invalid or unenforceable the validity or enforceability of the remaining provisions shall not be affected thereby. A new agreement may then be drafted with amendments to bring the terms into alignment with the agreement of both parties.

13. LAW This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.