STANDARD TERMS OF BUSINESS OF ALTO MARKETING (‘THE COMPANY’)

Company registered in England No. 04403848

1. Legal Status – The Company acts in all its contracts as a principal at law. These terms shall apply to all trading between the Company and its clients unless other terms have been specifically agreed in writing. These terms and all other express terms of the contract shall be governed and construed in accordance with English law. The parties irrevocably agree to submit to the exclusive jurisdiction of the English courts.

2. Exclusivity – The client will advise the Company of any intention to engage additional internal or external advertising agency or public relations consultancy services other than those already advised.

3. Charges – On advertising in magazines, newspapers, trade papers radio, TV and any other commissionable media, the client will be charged the gross amount charged to the Company by the media where provision for the Company has been made by the media; where no such provision exists, the client will be charged the net amount charged to the Company by the media plus a commission. When the client instructs the Company to carry out any other activities such as research, design, artwork, printing or the production of promotional material, the nature of the service to be rendered or the work to be done and an approximate estimate of the Company’s charges will be agreed with the client in advance. Where contractual fees are agreed these are based on the amount of executive and administrative time necessary to undertake the agreed programme of work.

4. Price Variation – Estimates and quotations are based on the client’s brief. Should the client amend the brief or request additional work the amount charged will be adjusted accordingly. When the client requests expedited delivery a surcharge may be added to cover any overtime or other additional costs involved. On fee based work, should changes in the workload take place, the Company reserves the right to negotiate fees. Time sheets are kept for accountability and negotiation. Every endeavour will be made by the Company to deliver the exact quantity of printed material ordered, but orders are accepted on condition that margins of 5% for work in one colour and 10% for other work are allowed for overs or shortage.

5. Disbursements and expenses – The Company fees shall be exclusive of disbursements and expense items related to the agreed programme such as messenger services, postage, overseas telephone charges, photocopying and stationery, photography and prints, press cutting service, travel, accommodation, subsistence, entertainment, fax charges and similar items which will be invoiced to the client separately.

6. Approvals & Amendments – After obtaining general approval of campaign or project plans the Company will submit to the client for specific approval, as appropriate, draft press releases, articles, photographs and captions; copy layouts, artwork, scripts and proofs together with estimates of the cost of various items of the programme where requested. It is the client’s responsibility to check for content and accuracy of all work submitted for approval and the Company shall incur no liability for errors and omissions not corrected by the client nor for any subsequent losses. Written or oral approval by the client of work submitted will be taken by the Company as authorisation to proceed to publication and enter into contracts with suppliers on the basis of estimates submitted. The Company will take all reasonable steps to comply with any requests from the client to amend or cancel any work in the process of preparation insofar as this is possible within the scope of its contractual obligations to its suppliers. Any amendment or cancellation will be implemented by the Company 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 recovered by the Company. Any work suspended at the request of or delayed through any default of the client for a period of 30 days may at the Company’s discretion be treated as cancelled. The Company will obtain all necessary permissions, consents and releases from artists, photographers, models and other persons connected with the Company’s services and will take all reasonable steps to see that materials produced on behalf of the Client comply with relevant laws and regulations. The Client, by approving all such materials, will accept responsibility for its contents and the accuracy of any statement or claim therein. The Company takes no responsibility for editorial changes required by the client to material, subsequent to submission to the media.

7. Foreign Currency Transactions – Unless otherwise agreed all transactions will be invoiced in pounds sterling. Where there is an agreement to invoice a client of the Company in a currency that is not pounds sterling then the invoice will be raised in the agreed currency and is to be paid in that currency. Where the transaction requires a payment to be made by the Company to a third party then if between the date of the invoice to the client of the company and due date of payment by the Company to that third party there is change in the rate of exchange between pounds sterling and the currency of the invoice to the client then the Company reserves the right to additionally charge or credit to the client any difference in the exchange rate between pounds sterling and the invoiced currency as a result of such change and such charge will then be immediately paid by the client or the credit made to the client as the case may be.

8. Claims – Any claims in respect of any alleged defects in goods and materials supplied by the Company to the client must be made in writing to the Company within 7 days of receipt of those goods and materials by the client. If no claim is made within this period the client is deemed to have accepted the goods and materials at the agreed price. In cases of complaint all relevant work together with invoice and original goods and materials should be returned to the Company.

9. VAT – The Company reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.

10. Payment Terms – The financial relationship between the Company and the client is based on two fundamental principles: that the Company shall finance its own operations but not costs incurred on behalf of its clients and that as principal at law the Company is held by suppliers as solely responsible for payment. It is therefore essential that the Company’s invoices are paid by the client in good time for the Company to pay its suppliers. Accordingly media invoices will be rendered in the month prior to publication dates for the relevant journals and are due for payment within 30 days; invoices for television and radio airtime are payable within the 15 days of the month following that in which the advertising appears; all other invoices are due for payment within 30 days. Interest may be charged for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment, at 5% above Royal Bank of Scotland PLC base lending rate for the time being in force per calendar month. Whenever possible the Company will invoice for postage of major mailings at least 30 days in advance of mailing date but in any event, postage costs must be pre-paid by the client in order for the mailings to be posted. Retainers will be invoiced in advance and all fixed costs for projects will be invoiced 50% on commencement and 50% on delivery.

11. Retention of Title – For so long as any amounts remain owing from the client to the Company (whether immediately due or not) title to and property in any goods or materials supplied to the client will remain with the Company and will not pass to the client until the Company has received such amounts in full.

12. Indemnity – The client shall indemnify and keep the Company indemnified against any and all proceedings, damages, losses and liabilities resulting from (a) any claims brought against the Company based upon any goods, materials or advertising prepared, supplied or specifically approved (either orally or in writing) by the client particularly in relation to proceedings under the Trade Descriptions Act 1968; or (b) any act neglect or default of the client; or (c) the proven infringement of the intellectual property rights of any third party; or (d) any successful claim by any third party alleging libel or slander, provided any such liability has not been incurred through the neglect or default of the Company.

13. Client’s Property – Client’s property and all property provided to the Company by or on behalf of the client shall while it is in the possession of or in transit to or from the Company be deemed to be at the client’s risk unless otherwise agreed and the client should insure accordingly.

14. Copyright – The copyright in all artwork, copy and other work produced by or assigned to the Company rests with the Company. On payment of all relevant fees and charges in full, any copyright lawfully assigned by sub-contractors and their agents to the Company and the Company’s own copyright shall, on request, be assigned to the client at no extra cost. In respect of copyright not owned by the Company, the Company will, if requested, negotiate to acquire such copyright at the cost of the client.

15. Confidential Information – The Company acknowledges a duty not to disclose without the client’s permission during or after its terms of appointment any confidential information resulting from studies or surveys commissioned and paid for by the client. The client in turn acknowledges the Company’s right to use as it sees fit any general intelligence regarding the client’s products or services which it has gained in the course of its appointment.

16. No Competition – During the period of this contract and for the period of 6 months after its cessation neither the client nor the Company shall do any act or thing likely to damage the goodwill of the business or of the other, nor shall either of them offer to employ or obtain services from any employees or other representatives of the other including any person commissioned by the Company in connection with the provision of services to the client.

17. Insolvency – If the client ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due, or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it, or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Company without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the client and be entitled to charge for work already carried out (whether completed or not) and goods and materials purchased for the client such charge to be an immediate debt due from the client and shall have a general lien on all goods and property in the Company’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as the Company thinks fit and to apply the proceeds towards such debts.

18. Waiver – The failure by the Company to enforce at any time or for any period any one or more of the terms or conditions of any contract between the Company and the client shall not be a waiver of any such term or condition or of the right at any time thereafter to enforce all terms and conditions of that contract.

19. Force Majeure – The Company shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing), Act of God, legislation, war, fire, flood, drought, failure of power supply or difficulty in obtaining a supply of goods or materials required for the performance of the contract. During the continuance of such a contingency the client may by written notice to the Company, elect to terminate the contract and pay for work done and goods or materials used but subject thereto shall otherwise accept delivery when available.