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CLEAR CONSULTING LTD

Standard Terms & Conditions

CLEAR CONSULTING LTD t/a The Clear Group/Clear PR/Stransky Thompson

1. Appointment

The Client agrees to appoint the Consultancy as its public relations/marketing consultancy as shall otherwise be agreed from time to time with the Consultancy (“the Services”) at a fee as agreed.

2. Term and Notice

This agreement shall become effective on at the start of a projectand will continue until the end of the agreed project period. Thereafter the programme will continue as per agreed schedules until either party gives three months’ notice in writing to the other or at completion of the project . All such notices shall be given to expire at the end of a calendar month.

3. Fees

The Client agrees to remunerate the Consultancy for the Services as agreed.

4. Client’s Obligations

The Client agrees with the Consultancy throughout the term of this agreement:-

(a) To support the Consultancy in its duties and in particular-

(i) to notify the Consultancy of any enquiries from any of the media,

(ii) to give the Consultancy reasonable notice of the opening of any new outlet or launch or significant amendment of any new product or service of the Client,

(iii) to permit the Consultancy (or its representatives) to attend meetings with the advertising and other marketing agents as necessary.

(iv) to ensure there is available a personable, well briefed speaker at reasonable notice to represent the Client at media briefings or conferences arranged by the Consultancy.

(v) to permit the Consultancy to initiate contact with the media on

the Client’s behalf

(vi) to seek the assistance of the Consultancy, whenever practicable, in all its dealings with any representatives of the media

(b) To give clear notice of the appointment of any other public relations Consultancy, and provide specific guidelines for the division of responsibilities and work undertaken by each consultancy.

(c) Give a clear brief to the Consultancy and ensure that all the facts given about the Client or its products or services are accurate and in no way misleading.

Consultancy’s Obligations

The Consultancy agrees with the Client –

(a) To advise the Client of all its meetings, discussions and correspondence with representatives of the media concerning the Client.

(b) To co-operate with any advertising or other marketing agents appointed by the Client during the term of this agreement.

(d) Not, without the Client’s agreement, to act for any client who is a direct market competitor of the Client.

6. Approvals and Authority

(a) The Consultancy will submit to the Client for specific approval –

(i) Draft press releases, articles and any other written work prepared in the

course of fulfilling the Services or additional projects agreed between the parties which is intended for distribution to audiences and media outside the Client or Consultancy.

(ii) Copy, layouts, artwork and/or scripts undertaken in the course of the

services or additional projects agreed between the parties.

(b) The Client’s approval of copy and layouts will be the Consultancy’s authority to purchase production materials and prepare proofs and the Client’s approval of proofs will be authority to publish.

(c) The Consultancy will take all reasonable steps to comply with any requests from the Client to amend or halt any plans or to reject or cancel any work in the process of preparation insofar as this is possible within the scope of its contractual obligations to the media and its suppliers.

(d) Any amendment or cancellation of items covered by paragraph 6(c) will be implemented by the Consultancy only on the understanding that the Client will be responsible for any costs or expenses incurred prior to or as a result of the cancellation or amendment, and which cannot be reasonably recovered by the Consultancy.

7. Payment of Invoices

The Client and the Consultancy agree that payment to the Consultancy is to be made by the Client in time to meet its liabilities to third party suppliers. Specifically it is agreed that:

(a) The Consultancy’s fees will be billed monthly in advance unless otherwise agreed. These invoices will be paid within 30 days of the invoice date.

(b) Invoices covering all additional projects, services, production and other costs become due for payment 30 days from the invoice date, with the exception of larger or major items of expenditure such as (but not restricted to) television, film or video production, market research organisations, media and exhibition costs where advance payments from the Consultancy may be required by suppliers. Invoices by the Consultancy to the Client for such costs become due for payment 7 days from the invoice date.

(c) Queries on items and amounts within any invoice will not constitute a valid reason for withholding payment of the whole invoice. If queries cannot be resolved immediately then, pending agreement by the parties upon the disputed items, the balance of any invoice total shall be paid within the above stipulated periods.

8. Copyright

(a) The copyright in any artwork, copy or any other material created or commissioned by the Consultancy shall rest in the Consultancy (unless other arrangements have been agreed with the Consultancy)

(b) Provided that all obligations arising out of this agreement have been met, where legally possible, the Consultancy will unless restricted or prevented for legal reasons assign such copyright and all rights, title and interest therein to the Client on determination of this agreement.

9. Custody

(a) The Consultancy will take every reasonable precaution to safeguard materials entrusted to it, but will not recover articles from third parties once it has parted with them, unless requested to do so by the Client and then only insofar as it is reasonably able so to do.

(b) The Client’s materials and all other property supplied by, or on behalf of the Client is held at the Client’s own risk, and the Consultancy cannot be responsible for the loss of, or damage to any such property, or any loss or damage resulting therefrom. It is therefore advisable for the Client to arrange for such property to be covered by insurance when it is in the hands of the Consultancy or its printers and publishers, or other sub-contractors.

(c) The Consultancy shall, however, be entitled to destroy all such material left in its custody for a period of at least three years or after giving reasonable written notice to the Client of its intention so to do unless the same is recovered by the Client.

10. Exchange of Information

The Client and the Consultancy agree to use all reasonable endeavours to:-

(a) inform each other forthwith if in their opinion any claim, statement or representation in any copy to be published is, will be, or is likely to be defamatory, in breach of copyright, in breach of the terms of any Act or provision of law, or in any way unlawful.

(b) inform each other without delay if in their opinion any claim or trade description in any copy is false or misleading in relation to the product or service.

(c) ensure that all statements, claims or representations in copy submitted to the Consultancy or prepared by the Consultancy are accurate and truthful and are, where relevant, in accordance with advertising and other codes of practice for the time being in force.

(d) treat any trade secret or document clearly marked confidential as confidential information not to be passed on to any third party, unless it has been provided for that purpose or as stated in writing by the party providing the information.

11. Legal Liability

(a) The Client and the Consultancy agree to use all reasonable endeavours to ensure that all work including but not limited to copy, layouts and artwork conform with all applicable laws.

(b) The Consultancy shall not be liable for any delay in or omission of publication or transmission or any error in any press release, article or other document, in the absence of negligence on the Consultancy’s part.

(c) In the absence of negligence on the Consultancy’s part the Client shall indemnify and keep indemnified the Consultancy from and against any and all proceedings, claims, damages, losses, expenses or liabilities which the Consultancy may

incur or sustain as a direct or indirect result of or in connection with any information, representation, reports, data or material supplied, prepared or specifically approved by the Client particularly in relation to proceedings under the Trade Descriptions Act 1968, (such material to include press releases, articles, copy scripts, artwork and detailed plans or programmes) or any work prepared by the Consultancy for the Client and approved by the Client orally or in writing

(d) The Client acknowledges that the responsibility for complying with the rules of the

Financial Services Act 1986 and the rules of the Securities and Investments Board or

the relevant self-regulatory organisation is the Client’s and cannot be delegated to the

Consultancy. The Client undertakes to give the Consultancy the necessary

information including evidence of legal clearance and authorisation if required by the

Consultancy in connection with financial services advertisements and to answer all

enquiries relating to such advertisements which may emanate from the media.

(e) If, due to war, strikes, industrial action short of a strike, accidents, fire,

prohibitive government regulations or any other cause beyond the reasonable control of the Consultancy, the Consultancy fails to complete all or part of the Services in the manner and within the time required by the terms of this agreement, the Consultancy shall not be held responsible for any loss or damage which may be incurred by the Client as a result of such failure and the parties shall endeavour to agree extended periods for performance by the Consultancy of its obligations hereunder.

(f) The Consultancy’s rights, duties and responsibilities will continue in full force during any period of notice of termination given under this agreement and the Consultancy shall be entitled to receive its agreed level of remuneration during such period.

(g) The Consultancy shall not be liable to the client under this Agreement for loss of

profits, contracts, revenue or business.

12. Early Termination

Without prejudice to any pre-existing liability of either party to the other, either party may (by written notice) terminate this agreement forthwith on any of the following events:-

(a) If the other commits a material breach of any of the terms of this agreement and fails to make good the same within 14 days of being required so to do by written notice identifying the breach and steps which must be taken to remedy it or,

(b) If the other enters into or proposes a voluntary arrangement or composition with its creditors or reconstruction of its debts or if its directors make a declaration of insolvency for the purpose of a member’s voluntary winding-up or if notice is given of a creditors’ meeting in connection with a creditors’ winding-up or if a special resolution is passed that the company be wound-up by the court or if an administrative or other receiver is appointed or if the court makes an administration order or order that the company be wound-up by the court or if the company ceases to carry on its business or is unable to pay its debts within the meaning of the Insolvency Act 1986 Section 123.

13. Miscellaneous

(a) Notices

Any Notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered post or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by electronic mail to the correct electronic mail number of the addressee.

REMUNERATION

The Client agrees to remunerate the Consultancy for the services given, for materials prepared and for public relations Services provided as follows:-

1. The Consultancy will charge the Client on a fee basis. The fee shall be agreed with the Client in advance and reviewed annually or at other times by consent of both parties.

2. The Client agrees to pay any incidental and directly related expenses reasonably and properly incurred by the Consultancy on behalf of the Client. Indicative expenditures will be presented to Clients representing the costs entailed in performing this agreement including but not limited to travel, entertainment, hotel and subsistence, messenger service, photocopying of press release and press clipping services, routine expenses, specifically stationery, postage, telephone charges, photocopying, faxes and newspaper and magazine subscriptions. This sum will be billed monthly.

3. All production services which involve the Consultancy in commissioning outside suppliers on behalf of the Client will be invoiced by the Consultancy as soon as possible after the costs are incurred by it. Such production costs will be invoiced at cost plus 17.65%. If major production expenditure is involved the Consultancy will invoice the Client for 50% of the cost before work commences on the item.

4. As long as VAT is collected by the Government from the Consultancy it shall include on its invoices where appropriate any VAT payable on transactions between the Consultancy and the Client involving goods and/or services.