STANDARD TRADING TERMS AND CONDITIONS

DEFINITIONS

In these terms and conditions:

“Company” shall mean Arctic Media Limited, its ultimate holding company and all subsidiaries and associated companies of its ultimate holding company. “Customer” shall mean any person at whose request or on whose behalf the Company undertakes any business or provides advice, information or Services. “Services” shall mean the receipt and preparation of address databases for mailings and associated data processing, the printing, enclosing, packaging, storage and distribution of a Customer’s goods and any associated handling and the provision of any associated materials or any combination of these services.

QUOTATIONS

a. Any quotation submitted to the Customer by the Company is made on the basis that it is an estimate only and is based on the information available to the Company at the date of quotation. It is subject to the sight of materials and artwork supplied by the Customer and to any increases in cost between the date of quotation and the date of performance of the services.

b. Any quotation is valid for a period of 30 days unless specifically extended in writing by the Company.

c. All Customer orders must be in writing and any variation to a quotation is not valid unless made in writing.

d. In any event a contract exists between the Customer and the Company in accordance with these terms and conditions on the commencement of any work or the performance of any Services.

e. Any intellectual property rights in the Services carried out by the Company on behalf of the Customer, remain with the Company unless specifically agreed in writing by the Company.

ORDER, SUPPLY, INSURANCE AND DELIVERY OF MATERIALS

a. The Customer is responsible for ensuring that the Customer’s goods (including packaging, labels and external markings) are:

supplied punctually, in sufficient quantity to allow for normal spoilage and conform to specifications in the Company’s quotation

are supplied meeting the requirements of Royal Mail and any other relevant postal authority

accompanied by an advice note stating accurately the quantity and description of all materials which the Company has no obligation to verify

delivered, at the Customer’s expense in boxes capable of withstanding normal storage and handling is adequately insured against all risks whilst in the custody of the Company

b. The Company:

shall store the materials for mailing for up to 2 weeks prior to the expected mailing date, but reserves the right thereafter to charge for storage at its standard rates. Storage charges may be applied to any residue of Customer’s materials left at the Company’s premises 2 weeks after the mailing has taken place

shall not be required to check either the quantity or condition of materials supplied to it by or on behalf of the Customer and shall not be responsible for any loss arising from any errors or omissions in the goods supplied

shall not be liable for any loss or damage to the materials supplied whilst at the Company’s premises or in transit

reserves the right, upon giving 7 days written notice to the Customer, to destroy or dispose of any materials remaining after the 2 week period following the completion of the mailing

may subcontract without the Customer’s consent any or all of its rights and obligations hereunder

c. Delivery:

delivery shall be by such means as the Company shall in its absolute discretion decide and any claims for loss or damage will be limited to the standard insurance cover provided by the courier. Any date or dates quoted for delivery are approximate only and shall not be binding

if not withstanding that the Company has used its best endeavours, the Company fails to despatch or deliver the goods or to complete the work by such a date or dates, the Company shall incur no liability whatsoever

CONFIDENTIALITY

The Company shall treat as confidential all marketing and other information (“the Data”) disclosed to it by the Customer. The Data shall only be disclosed by the Company to any subcontractor or other third party to the extent that such disclosure is necessary for the performance of the Services. This obligation of confidentiality shall not apply to any Data, which was known to the Company prior to its disclosure by the Customer, is disclosed to the Company by a third party without any obligation of confidentiality or enters into the public domain other than by a breach of confidentiality by the Company. The Company shall process any personal data (as defined in the Data Protection Act 1998) solely for the purpose of performing the Services and no other purpose. Upon completion of the Services the Customer shall provide the Company with instructions for the return or destruction of personal data.

PROVISION OF COMPUTER DATA

The Customer shall ensure that any computer data supplied, by whatever method, to the Company is clean, uncorrupted and capable of being processed and does not contain any computer viruses. In the event of computer data being received by the Company corrupt or containing viruses the Company may, at its own option, return the data to the Customer or decontaminate it at the Customer’s expense. For the avoidance of doubt, corruption occurring during any form of electronic transmission to the Company shall be at the Customer’s risk.

CHARGES AND PAYMENT

a. Subject to b. below the Company will submit an invoice on completion of the Services or at monthly intervals and payment is due within 30 days of the invoice date. All prices quoted are strictly net and exclusive of VAT

b. Where mailing is to be undertaken by the Company the cost of postage and any applicable VAT is payable in advance of the posting and a separate invoice will be sent to the Customer for immediate payment. The Company reserves the right to delay the mailing until the postage and any applicable VAT has been banked

c. The Customer shall be liable for interest on all sums overdue at the rate of 4% above the prevailing Base Rate of The Royal Bank of Scotland plc

d. Any query of an invoice must be raised by the Customer with the Company within 7 days of receipt, otherwise the invoice shall be deemed to be correct and the Customer shall be responsible for payment in accordance with these terms

e. The Company shall have a general lien on all property of the Customer (including data) in the Company’s possession for any sums owed. The Customer hereby irrevocably appoints the Company as its exclusive sales agent in relation to the property. On giving 14 days written notice to the Customer, the Company shall be entitled to dispose of the property as it sees fit and apply the sale proceeds to the sums owed. Any balance shall be payable to the Customer

OBSERVANCE OF STATUTORY PROVISIONS, CODES OF PRACTICE AND INDEMNITIES

The Customer shall:

ensure that all information and materials supplied by it comply with all applicable statutory provisions and with the codes of practice of relevant supervisory bodies, including but not limited to, the Advertising Association’s Code of Practice on Data Protection, the British Codes of Advertising and Sales Promotion and the Codes of Practice of the Direct Marketing Association

check all copy produced by the Company to ensure that it is correct and that no false trade description and nothing misleading is contained therein

indemnify the Company against all costs, claims, liabilities, penalties and expenses which the Company may incur by reason of any of the Customer’ material being illegal, unlawful, infringing any copyright, trademark, or other intellectual or proprietary rights of any third party or is defamatory obscene or, where the distribution of which may infringe postal or other regulations.

LIMITATION OF LIABILITY

The Company’s entire liability (including liability for acts or omissions of its employees, agents and sub-contractors) in respect of any breach of its contractual obligations and any representations, statements or tortious act, or omission, including negligence shall be limited to the contract price (excluding postage) or the direct loss suffered by the Customer, whichever is the smaller. The Company shall not be liable under any circumstances for any indirect or consequential loss or damage, loss of profits, goodwill, or loss of any kind other than the direct loss suffered by the Customer subject to the paragraph above. Not withstanding these limitations, the Company’s liability to the Customer for death or injury resulting from its own or that of its employees, agents or sub-contractors negligence shall be unlimited.

TERMINATION AND CANCELLATION

a. The Company shall be entitled to terminate a contract with the Customer:

by notice in writing in the event that the Customer breaches any of its obligations under these terms and conditions, or fails to pay in accordance with the terms set out above

in the event the Customer commits an act of bankruptcy, is in any form of insolvency, is making an arrangement with its creditors or has a receiver or administrator appointed over any of its assets. In the event of termination by the Company, the Customer shall immediately pay any outstanding amounts owing to the Company.

b. No waiver by the Company of any breach of a Contract by the Customer shall be considered as a waive of any subsequent breach of the same or any other provision. Where a Customer has requested the Company to carry out a particular mailing for that Customer, the Company reserves the right to impose a cancellation fee upon the Customer if the Customer chooses to cancel that mailing at short notice. The amount of the cancellation fee payable by the Customer shall be: (a) Such sum as is equivalent to 30% of the total estimated value of the Contract if notice of cancellation is given more than 1 week prior to the intended mailing date; and (b) Such sum as is equivalent to 50% of the total estimated value of the Contract where cancellation occurs 2 days before the intended mailing date.

FORCE MAJEURE

The Company shall incur no liability whatsoever to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of the Company’s obligations in relation to the provision of its Services, if the delay or failure was due to any cause beyond the Company’s control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s control

a. Act of God, inclement weather, explosion, flood, fire, accident, war or act of terrorism

b. Acts, restrictions, bye-laws, regulations, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority

c. Strikes, lockouts or industrial actions (whether involving employees of the Company or a third party)

d. Difficulties in obtaining raw materials, labour, fuel, parts or machinery or access to premises

GENERAL

a. Nothing in these terms and conditions shall be construed as to constitute either party acting as agent of the other and it shall not operate to create a partnership or joint venture of any kind between them

b. No failure or delay by either the Company or the Customer in exercising any of their rights under these terms and conditions, shall be deemed to be a waiver of those rights. No waiver of any breach of the terms shall be considered as a waiver of any subsequent breach of the same provision

c. No variation to these terms and conditions shall be effective unless made in writing and signed by both parties

d. These terms and conditions are subject to English law and the Company and Customer agree to submit to the jurisdiction of the English Courts in respect of any dispute.