Terms & Conditions of Sale for Syndicated Projects

In this Agreement unless the context otherwise requires:

"Charges" means the fees, expenses and charges set out in Schedule 1;

"Commencement Date" means date of commencement of contract;

"Confidential Information" means the information provided under the Services (as defined below), any secret or confidential commercial, financial, marketing, technical or other information know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part(s) of this information (and "confidential" means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available);

"Force Majeure" means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under this Agreement including Act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, but excluding strikes, lock-outs or other industrial action, whether of the affected party's own employees or others, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;

"Intellectual Property" means any patent, registered design, copyright (including rights in software), design right, database right, trade mark, service mark, domain name, rights in confidential information and all similar property rights anywhere in the world in each case whether registered or not and including any application for registration of the foregoing; and

"Services" means the services set out in Schedule 1 as amended from time to time in accordance with the provisions of this Agreement.

The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.

The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

References to any statute or statutory provision shall include (i) any subordinate legislation made under it (ii) any provision which it has modified or re-enacted (whether with or without modification) and (iii) any provision which subsequently supercedes it or re-enacts it (whether with or without modification).

All references in this Agreement to Clauses, and Schedules are to the clauses, and schedules to this Agreement unless otherwise stated.

This Agreement shall be deemed to have come into force on the Commencement Date and (subject to the provisions for earlier termination in Clause 13 below) shall last for a period of six (6) months unless and until either party gives to the other not less than one (1) months prior written notice of termination.

The Supplier undertakes throughout the term of this Agreement to provide the Services with the highest level of skill, care and diligence and in accordance with best industry practice in accordance with the provisions of this Agreement.

In consideration of the provision of the Services by the Supplier to the Customer the Customer shall pay the Charges to the Supplier in accordance with this Clause 4.

All sums payable hereunder are exclusive of VAT or any other applicable tax or duty payable upon such sums which shall be added if appropriate at the rate prevailing at the relevant tax point.

Invoices submitted by the Supplier shall be paid by the Customer within thirty (30) days following the date on which the invoice is received.

If any sums are due to the Customer from the Supplier, then the Customer shall be entitled to exercise the right to set-off such sums against any payments due to the Supplier from the Customer under or in relation to this or any other Agreement. The Supplier shall not be entitled to apply any amount due to the Customer under this Agreement in or towards payment of any sum owing by the Customer to the Supplier in relation to any matter whatsoever.

If the Supplier has failed to perform the Services (or any part thereof) due to a breach of the Supplier's obligations in this Agreement, the Customer shall be entitled (without prejudice to any other rights or remedies it may have):

to require the Supplier to remedy such breach by re-executing the relevant part of the Services free of charge up to the amount of the Charges received by the Supplier for the provision of such Services (exclusive of any value added tax); or

to require the Supplier to repay or credit to the Customer that part of the Charges paid by the Customer to the Supplier relating to the provision of the relevant part of the Services (exclusive of any value added tax).

Save as otherwise provided in this Agreement, the parties shall in no circumstances have any liability for economic loss (whether direct or indirect) or consequential loss (including in each case and without limitation any loss of profit, future revenue, reputation, goodwill or anticipated savings) of the other or for any liability to any other person for any such economic, direct, indirect or consequential loss nor for any claim for damages or awards howsoever arising.

The total aggregate liability of either party in connection with this Agreement whether for negligence or breach of contract or otherwise shall in no event exceed 100% of the total of the Charges set out at Schedule2 to this Agreement.

Neither party shall be entitled to exclude its liability for death or personal injury.

Electronic transmission of information sent under this Agreement from one party to the other cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. The parties agree to use their reasonable endeavours to check for viruses before sending information electronically. Neither party shall be liable, whether in contract or in tort (including negligence) or otherwise, in respect of any error or omission arising from or in connection with the electronic communication of information. If the communication relates to a matter of significance either party may request a hard copy of the electronic transmission and/or the electronic transmission to be password protected.

Subject to Clause 7 the Supplier acknowledges that the Customer places particular reliance upon the provisions of this Agreement and in addition to any other remedy available to the Customer, the Supplier irrevocably and unconditionally agrees to indemnify the Customer its employees, sub-contractors and agents (who shall have no duty to mitigate their loss) in full and on demand and keep them so indemnified against all claims, demands, actions, proceedings costs and expenses (including without limitation legal and other professional advisers' fees) reputation, goodwill and whether wholly or in part resulting directly or indirectly from the matters listed below whether or not such losses or the consequences of the matters listed below were foreseeable at the date of entering into this Agreement:

any claim by a third party that the provision of the Services by the Supplier or the use by or on behalf of the Customer in connection with the performance of the Services infringes the intellectual property rights of that third party; or

any breach of any of the Supplier’s obligations, representations or warranties under this Agreement or any other act or omission (including negligence) of the Supplier.

The Supplier shall maintain in force at its own cost professional indemnity insurance for £1,000,000 (one million pounds sterling) for each event and/or breach of this Agreement.

The parties shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same save for the purposes of the proper performance of this Agreement or with the prior written consent of the other party. Where disclosure is made to any employee, it shall be done subject to obligations equivalent to those set out in this Agreement and the disclosing party agrees to use all reasonable endeavours to procure that any such employee complies with such obligations in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.

The obligations of confidentiality in this Clause 10 shall not extend to any information which can be shown:

is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; or

was in its written records prior to the Commencement Date and not subject to any confidentiality obligations; or

was independently disclosed to it by a third party entitled to disclose the same; or

is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

The Supplier shall not make any announcement or otherwise publicise the existence of or disclose to any person the terms of this Agreement without the prior written consent of the Customer.

(a) Nothing in these Terms relating to the confidentiality or secrecy of the information shall prevent or hinder either the Supplier or the Customer from complying with its legal obligations as to disclosure or otherwise under the Consumer Credit Act 1974 and the Data Protection Act 1998. (b) The Customer shall ensure that any uses to which the information is put comply the current Codes of Practice of the appropriate supervisory Bodies whose current codes are as follows:

1. The Advertising Associations Code of Practice on Data Protection

2. The British Code of Advertising Practice (BCAP)

3. The British Code of Sales Promotional Practice (BCSP)

4. The Code of Practice of the Independent Committee for Standards of Telephone Information Services (ICSTIS)

5. The DMA Code of Practice

Neither party shall have any liability to the other if the affected party does not fulfil its obligations to the other due to an event of Force Majeure, and the unaffected party may not terminate this Agreement if there is such a failure unless that failure continues for more than two (2) months.

Either party may terminate this Agreement with immediate effect if:

the other materially breaches this Agreement;

the other fails to remedy, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement (save as to payment) after having been required in writing to remedy or desist from such breach within a period of thirty (30) days; or

the other becomes or is reasonably likely to become insolvent, enters into liquidation, receivership, administration or any other corporate voluntary arrangement.

The termination of this Agreement shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.

Any expiry or termination of this Agreement (for whatever reason) shall not affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

Upon termination of this Agreement for any reason whatsoever:

the relationship of the parties shall cease and any rights or licences granted under or pursuant to this Agreement shall cease to have effect save as (and to the extent) expressly provided for in this Clause 14; and

any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect; and

the Supplier shall promptly return to the Customer or dispose of in accordance with the Customer’s instructions all Confidential Information and other data and documents and copies thereof disclosed or supplied to the Supplier pursuant to or in relation to this Agreement and shall certify in writing to the Customer when the same has been completed.

Neither party may assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and/or responsibilities under this Agreement at any time without the prior written consent of the other party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no third party shall have the benefit or the right to enforce any term of this Agreement.

Any variation to this Agreement must be in writing and signed by an authorised representative of each party.

The waiver of either party of any breach of this Agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision. Any waiver of any breach of this Agreement shall be in writing.

If any provision of this Agreement is ruled to be invalid for any reason, that invalidity will not affect the rest of this Agreement which will remain valid and enforceable in all respects.

Nothing in this Agreement shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of the Supplier shall be deemed to be or have become an employee of the Customer.

This Agreement sets out the entire agreement between the parties in relation to its subject matter and overrides any prior correspondence or representations. All warranties and conditions not set out in this Agreement whether implied by statute or otherwise are excluded to the extent permitted by law. Neither party shall have any claim against the other for any misrepresentation unless such misrepresentation was made fraudulently.

Any notice given under this Agreement shall be given in writing and signed by or on behalf of the party giving it and shall be served by delivering it by hand or sending it by first class pre-paid recorded delivery to the address given above (or at such other address specified by the relevant party in writing) and every such notice shall be deemed to have been served upon delivery if served by hand or at the expiration of two (2) working days after despatch of the same if delivered by first class pre-paid recorded delivery.

Any notice given under this Agreement shall not be validly given if sent by email.

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England and the parties submit to the exclusive jurisdiction of the English courts.