1 Engagement

a.            The Client appoints PressLine Marketing Solutions Limited “the Agency” on the following terms to provide those services offered by the Agency as the Client may require from time to time.

2 Confidentiality

a.           The Agency and the Client acknowledge that during the term of this Agreement each will receive confidential information relating to the business and affairs of the other. The Agency and the Client each undertake that at no time (whether during the term of this Agreement or after) will they use for provision of other services or disclose any such confidential information to any person other than employees, consultants and others properly involved in the provision of the services. Before making any permitted disclosure, the party making it will impress on the recipient the confidential nature of the information and the restrictions imposed on its further disclosure.

b.           The above obligation does not apply to any information which is already within the knowledge of the recipient at the time of it's disclosure by the other party.

c.           The above obligation will cease to apply to any information which enters the public domain otherwise than through a breach of that obligation or which is disclosed to the recipient by a third party who is free of any obligation of confidence.

d.           If any claim is made against the Agency, or any of its employees, relating to the provision of the services and the Client does not promptly settle any such claim or demand on behalf of the Agency, the Agency will be free to defend any such claim or demand in any way it thinks fit and may use any works, materials and confidential information available to it, notwithstanding any provision of this Agreement.

3 Approvals and Authority

a.         The Client's approval of copy and layouts will be Authority for the Agency to prepare proofs and purchase production materials.

b.         The Client's approval of proofs will be authority for the Agency to publish them.

c.         The Client's approval of schedules will be authority for the Agency to reserve and contract for other facilities on the terms of the media and suppliers.

d.         The Client may request the Agency to change, stop or cancel any plans, schedules or work in progress. Subject to the Agency's contractual obligations to third parties the Agency will use its reasonable endeavours to comply with these requests. The Client will reimburse the Agency for any charges or expenses to which the Agency is at that time committed, and its costs in complying with the Client's requests.

4 Charges

              a.         The Agency's charges will be calculated either on the basis of time taken to perform the services provided and / or by reference to industry standard mark-ups. The Agency's hourly or daily rates will be notified to the Client and reviewed annually. One consultancy day equates to 7.25 hours.

              b.         Any charges quoted, including the Agency's hourly or daily rates , are exclusive of VAT.

              c.         As time and expenses incurred devoted to the Client's affairs cannot be re-allocated elsewhere, the Client will be liable to pay for time properly spent on the Client's affairs whether or not the Client approves any work or other matter and whether or not the Client decides to proceed further with any work or other matter.

d.         The Agency will incur expenses in the provision of the services and may from time to time require payment on account by the Client before incurring any liability or providing further services.

e.         The Client will reimburse the Agency for all costs and expenses incurred by the Agency in relation to the provision of the services.

   f.          If for any reason the Sterling equivalent of the cost to the Agency of any obligations incurred in respect of providing services for overseas activities exceeds the approved costs, the Client will pay the Agency the excess.

5 Payment

a.         The Agency will submit invoices from time to time or on a monthly basis.

b.         Invoices will be clearly itemised.

c.         Payment is due within thirty days from the date of the invoice. Interest will be payable, before as well as after judgment, on all monies not paid by the due date at a rate equivalent to 2.5% above the base rate from time to time of the Natwest Bank Plc.

d.         In event of late payment by the Client the Agency reserves the right to cease work on Client projects and accepts no liability arising.

6 Materials and Insurance

a.         The Client will retain ownership of all property and materials supplied to the Agency by the Client.

b.         The Agency will take reasonable care to keep the Client's property and materials safe while they are in the possession of the Agency.

   c.         It will be the responsibility of the Client to insure its property and materials while they are in transit between the Agency and the Client or between the Agency and any third party or are in the possession of any third party.

7 Rights in the Agencies work and materials

a          As between the Client and the Agency, the Agency will own all materials created for or provided to the Client, together with all rights (including copyright) throughout the world in the Agency's works.

            b.         The Agency will be entitled to effect and secure such protection as it sees fit for these works and materials, and the Client will co-operate and assist fully in this.

            c.         On payment of all monies properly chargeable to the Client (whether or not then due) the Agency will assign to the Client free of charge all it's rights, title and interest in and to these works and materials.

            d.         The Agency will from time to time enter into contractual agreements with third parties in the course of providing the services, and any assignment or licence to the Client will be subject to the rights of third parties acquired under those arrangements and subject

            to the Client indemnifying the Agency against subsequent claims by those third parties.

            e.         The Agency will retain ownership of any works and materials, and all rights in them and the right to use or exploit them in any way it thinks fit, if the Client does not pay all monies due to the Agency as and when they fall due.

            f.          The Agency reserves the right to use any materials created for the Client in the Agencies own promotional activities subject to the Confidentiality clauses detailed in section 2. This right remains in force following termination of the agreement.

8 Restriction of Liability

a.         The Agency does not restrict its liability for death or personal injury caused by negligence.

b.         The Agency will use reasonable care and skill in selecting any third party used in the course of providing the services, but the Agency will not be liable for the acts or omissions (whether negligent or otherwise) of any third party.

c.         The Agency will not be liable for any consequential or indirect losses arising out of any cause whatsoever, including the negligence of the Agency, its employees, agents or independent contractors.

d.         The aggregate liability of the Agency for all losses for which it is held liable will be limited to the value of the contract

9 Indemnity

a.         The Client will accept full responsibility and liability for the truth and accuracy of any statement, claim or representation made in any works or materials supplied or approved by the Client.

b.         The Client will promptly supply the Agency with full details of all complaints, claims and demands it receives, or of which it becomes aware, relating to the provision of the services.

c.         The Client will indemnify, keep indemnified and hold harmless the Agency from and against all claims, demands, costs (including legal fees) and expenses incurred by the Agency and arising out of the provision of the services. This indemnity will include all liabilities incurred by the Agency and any monies paid to any person pursuant to any court order or on the advise of the Agency's legal advisors.

10 Standards

            a.       The Agency will abide by rulings of the Advertising Standards Authority, the Independent Television Commission, the Radio Authority and the Independent Committee for the Supervision of Standards of Telephone Information Services.

            b.       The Agency will comply with various codes of practice and standards laid down from time to time, whether on a statutory or self-regulatory basis, including the British Code of Advertising Practice, the British Code of Sales Promotion Practice, the Independent Television Commission Code of Advertising Standards and Practice, the Independent Television Sponsorship Code, and the Radio Authority Code.

            c.       To enable the Agency to satisfy the requirements of these codes, standards and legal requirements the Client will, at the Agency's request, promptly supply the Agency with all relevant information and objective factual evidence in support of any claims, statements, representations or trade descriptions the Client approves or requires the Agency to make.

            d.       The Client will promptly inform the Agency if any claim, statement, representation or trade description made by the Client or the Agency or included in any works approved by the Client is or becomes false or misleading, or the Client believes it may be false or misleading.

   e.      The Agency is not required to ensure that all information required by any law, regulation or code of practice will be included in any works or materials provided as part of the services and it will remain the responsibility of the Client to appraise itself of and ensure compliance with any such requirements.

11 Termination

a.         The Client or the Agency may terminate this Agreement with immediate effect if the other should breach any term incapable of remedy within a reasonable time.

b.         The Client or the Agency may terminate this Agreement by giving not less than thirty days notice expiring at any time.

c.         The Client or the Agency may terminate this Agreement with immediate effect in the event of company insolvency.

d.         Termination of this Agreement for any reason whatsoever will not affect the rights and obligations of the Client or the Agency accrued at the date of termination.

e.         Upon termination of the agreement all materials provided in the course of completing the work will be returned.

12 General

a.         The Agency may refer in its own publicity to the fact that the Client is a client of the Agency.

b.         The Client acknowledges that these terms and conditions contain the whole agreement between the Client and the Agency, that the Client has not relied on any oral or written representation made to it by the Agency or its employees, and that the Client has independently verified for itself all matters of importance to it.

c.         This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Client and the Agency submit to the exclusive jurisdiction of the courts of England and Wales.

d.         For the purposes of the Contracts (Rights of Third Parties) Act 1999 the parties state that they intend this Agreement to be enforceable by any Party (including third parties defined or to be interpreted hereunder as a Party) but they do not intend this Agreement to be enforceable by any other third parties. Any third party right which exists or is available independently of such Act is preserved.