The following Terms & Conditions will apply to all advertising placed with Marketing Source Limited.

DEFINITIONS

The following terms shall have the following meanings in this Agreement:

"Advert(s)" means the Adverts or advertising Campaigns of the Advertiser, as further described on the IO under Campaign Details.

"Advertiser" means the entity described in the IO placing the Advert and contracting with MS. For clarity such expression includes the advertising or sales agency placing the Advert.

"Agreement" shall mean this document in conjunction with the IO that together form the Agreement.

"Campaign" shall mean the Advertiser’s Campaign as described in the IO.

"Capped/Uncapped" shall mean whether or not the Order Volume is capped or uncapped. For example, if the Order Volume is 10,000 but the Campaign is defined as Uncapped then MS is allowed to generate an unlimited volume of Conversions and bill accordingly for the total Conversions within the parameters of the Campaign.

"Clicks" shall mean the action of consumers clicking on a website or email link, which is then recorded by MS's Tracking.

"Client Data" means any data or results supplied by MS to the Advertiser including data we have agreed to supply in accordance with the terms of the IO.

"Conversions" means individuals/consumers who have completed a process as described within the Campaign Details of the IO, for example the completion of a registration form.

"Creative" shall mean all the elements required by MS that will allow it to successfully advertise and promote the Campaign as described in the IO.

"End User" means any person who uses Client Data for its own marketing or advertising purposes but this is not necessarily the entity to which MS is contracted, which is the Advertiser.

"IO" or "Advertiser Insertion Order" shall mean Marketing Source"s agreement titled Advertiser Insertion Order that lays out the details of the Campaign, the Advertiser and the End User, which is then duly signed by the Advertiser to form the basis of the agreement by which these terms and conditions are valid and enforceable.

"Media Properties" shall mean any websites owned by MS or its Network where Adverts will be placed.

"MS" shall mean Marketing Source Limited

"Nett Names" means the number of consumers/Conversions remaining after the removal of existing duplicates from the Conversions that may exist within an End Client database. For example, the removal of Conversions that may already be existing customers of the End Client.

"Network" means MS's network of affiliates who have agreed to (i) attempt to procure Conversions' details (eg: leads or sales) on behalf of MS and/or (ii) create its own advertising materials or use Adverts or other means for the purpose of generating impressions, clicks or sales for the ultimate benefit of Advertiser and other Advertisers contracted to MS.

"Order Volume" shall mean the number of Conversions ordered by the Advertiser as stated in the IO.

"Website(s)" or "Campaign Landing Page URLs" means the Advertiser's website(s) as specified on the IO where the Conversions may occur.

"Start Date" shall mean the date from which MS will aim to begin delivering Conversions by the Lead Delivery Method(s) to the Advertiser.

"Tracking" means MS's reliable methods of tracking and calculating customer actions and amounts due to MS by the Advertiser.

ADVERTISER INSERTION ORDER

Terms & Conditions

1. GENERAL

1.1 All material for publication on MS's Media Properties and Network should be provided to Marketing Source Ltd, The Chambers, 22 The Strand, Exmouth, Devon EX8 1AG in accordance with the deadlines and specifications agreed on the IO.

1.2 Each IO must be signed by an authorised signatory of the Advertiser and they should be received by MS no later than two working days after the booking has been made or such other date as MS in its sole discretion agrees but which shall in any event be no later than five working days before the Start Date. MS reserves the right to reject any booking for any Advert that does not comply with this timetable.

1.3 "All Creative will be approved for use by MS and refused at MS's sole discretion.

1.4 All approved Creative and other required information must be supplied a minimum of 3 full working days prior to Campaign Start Date unless otherwise stated in the IO and be emailed to the address supplied by MS on the IO. MS does not accept responsibility for any damages or inconvenience caused by a delay in Campaign start resulting from late delivery or non-receipt of Creative or other missing Campaign Details."

1.5 MS requires sight of all advertising material and knowledge of all Advertisers prior to the acceptance of any order." MS further reserves the right to terminate any Campaign found to be unacceptable to MS." Such definition to be solely at MS discretion.

1.6 MS will choose, at its sole discretion, which Media Properties will be included with Advertiser offers and questions, subject to the Advertisers right to include or exclude the promotions listed in the relevant IO."

2. CANCELLATION

2.1 Advertisers may only cancel orders by giving no less than 3 weeks written notice to MS prior to the Start Date (the Notice). Unless the Notice is correctly served and received pursuant to this clause, the Advertiser will be liable to make payment in full respect of the Campaign.

2.2 Advertisers who have not supplied approved Creative or other Campaign Details to MS 3 working days prior to the Start Date of the Campaign will be required to pay MS 50% of the IO" Total or "1,000 plus VAT at the standard rate, whichever is the greater.

2.3 Where Creative and missing Campaign Details are not received by MS within 3 working days of the Start Date, MS has the right to cancel this Agreement without notice.

2.4 Where MS is being remunerated for a Campaign that contains performance related targets, for example a percentage of gross sales, MS reserves the right to terminate the Campaign without notice and to charge the Advertiser for any revenue earned from the Campaign up to the point of termination and 60 days thereafter.

3. MARKETING SOURCE OBLIGATION

MS will (as applicable):

3.1 Make the Adverts constantly available (subject to scheduled maintenance or updating work and to unexpected occurrences) to the Network in order that members of the Network may choose to place the Adverts on their own website(s) or choose to distribute those Adverts by other means; and

3.2 use reasonable endeavours to use the Network in order to procure the details of Conversions (i.e. leads) for passing on to Advertiser;

3.3 use reasonable endeavours to procure Conversions' details (for example: leads) from its Network for the benefit of Advertiser.

4. ADVERTISER OBLIGATIONS

"Advertiser will:

4.1 Where appropriate, supply Adverts to MS, which shall include all necessary copy, graphics and other elements, free of third party rights and in a condition suitable for MS to make them available to its Network.

4.2 Ensure that where Conversions are described as Uncapped within the IO that prompt payment is made for both the Order Volume and any extra Conversions generated by MS over the Order Volume.

4.3 Ensure that the Website(s) is/are constantly available (subject to scheduled maintenance or updating work and to unexpected occurrences) and will give MS reasonable notice of any scheduled work which will adversely affect the Website(s).

4.4 "Ensure that the Website(s) and all actions it takes pursuant to this Agreement comply entirely with all applicable UK laws and regulations (including without limitation those concerning intellectual property, advertising, marketing, e-commerce and electronic communication, data protection and the rights of the individual) and with all applicable internet service provider terms.

4.5 "Make payments to MS in accordance with the Invoice Terms stated in the IO for the Conversions that MS procures at the Unit Cost stated in the IO.

4.6 "Make all such payments referred to above within the Terms set out in the IO and agrees that MS shall be entitled to interest in accordance with current commercial debts regulations on any late payments;

4.7 Comply with all reasonable requirements of MS relating to the inclusion of MS's Tracking mechanisms in Adverts or Advertiser Website pages or otherwise and not attempt to circumvent such tracking mechanisms in any way.

4.8 That where the Advertiser is purchasing on behalf of a third-party End User that the Advertiser shall ensure that all Client Data is solely used by the End User and the Advertiser may not pass the Client Data onto any other third-party or entity unless defined otherwise within the IO.

5. PENALTIES

Should the Advertiser's Website be unavailable for 2 hours or more between the Start and End Date and between 8am and 10pm GMT, the Advertiser will be charged prorate the Order Volume. For example, every 12 hours MS logs the Website(s) offline will equate to one days billing. MS will be solely responsible for measuring and recording the period of time the Website(s) is/are unavailable and the Advertiser will accept MS's findings in this regard.

6. ASSIGNMENT

Advertiser shall not, without the prior written consent of MS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. MS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. This Agreement shall be binding on, and inure to the benefit of, the parties' successors in title.

7. CAMPAIGN STATISTICS

7.1 In all cases the Campaign statistics produced by MS's Tracking will be accepted by both parties as the definitive record of inventory delivered.

7.2 Where MS is unable or not allowed to use its Tracking as stated on the IO, the Advertiser will ensure that reliable Campaign statistics are provided upon request or at an agreed interval to MS including but not limited to the supply of the number of and details of Conversions and rejections according the Rejection Policy, Appendix A. These Campaign statistics will be provided by the Advertiser up to 60 days after the Campaign End Date stated on the IO.

7.3 Should the Advertiser cease or refuse to provide Campaign statistics as defined in paragraph 13." MS may either enforce paragraph 16 cancel the Agreement without notice and invoice immediately for the amount of Conversions up to the last date that the Advertiser reliably provided Campaign statistics to MS and in addition MS will calculate based upon the information available to MS any further amount owing by the Advertiser. This invoice will be payable by the Advertiser upon receipt.

7.4 MS will provide any such reports as may reasonably be required by the Advertiser at the absolute discretion of MS.

7.5 If MS has reasonable grounds for believing that the Campaign statistics are inaccurate, then MS may appoint an appropriate independent auditor that upon at least 5 working days notice, may inspect, audit and take copies from the relevant books records and the accounts of the Advertiser for the purposes of ensuring the accuracy of Campaign statistics delivered by the Advertiser." All such information shall be treated as confidential information of the Advertiser and shall be used strictly for the purposes set out in this clause.

8. PAYMENT CALCULATION

8.1 MS uses reliable mechanisms for calculating the payments that the Advertiser must make to it in accordance with the IO in respect of costs per action, as detailed on the IO and the Advertiser shall accept MS's calculation of these payments.

8.2 In respect Conversion calculations, the Advertiser shall keep track of all sales arising as a result of this Agreement and shall, if required by MS, deliver to MS breakdowns and full details of such sales.

8.3 The Advertiser shall act in the utmost good faith in regard to Payment Calculation and shall allow MS rights of audit over its accounts and other documentation with 7 days prior notice for the sole purposes of ensuring that the Advertiser has declared such payments as MS believe are due.

8.4 The Advertiser may not make any deductions from the total invoice amount due to the delivery of Conversions' details which it believes are not valid but must instead follow the Rejection Policy as detailed in Appendix A and in addition to any additional rejection information or augmentations stated in the Further Description section of the IO.

8.5 Unless otherwise stated on the IO no Conversions will be subject to de-deplucation at the point of delivery to the Advertiser or thereafter. Where a Campaign contains live or post delivery De-duplication against an End User database, unless otherwise agreed charges for Conversions supplied will be incurred during the month in which such data is supplied and will be applied in respect of the full volume if the Nett Names figures are not supplied by 10th of the month following the use of the Conversions data.

9. INVOICING AND PAYMENT TERMS

9.1 If the advertising Campaign referred to in the IO is for a duration of less than four weeks, MS will invoice the Advertiser for the Campaign on completion of the Campaign and such invoice will be payable by the Advertiser in line with the terms noted in the IO.

9.2 If the advertising Campaign referred to in the IO is for a duration of four weeks or more, MS will invoice the Advertiser for the Campaign on a monthly basis and in that event such invoices shall be payable by the Advertiser in line with the terms noted in the IO.

9.3 The Advertiser shall pay the Charges to MS in full on the due dates for payment without any deduction, set off or counterclaim." Punctual payment of the Charges by the Advertiser is an essential condition of this agreement, and if any Charges are not paid on the due date for payment then the Advertiser shall pay interest at the rate of 8% per annum above the Bank of England rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debt (Interest) Act 1998.

10. RETURN POLICY

10.1 All requests for Returns for Credit must be submitted no more than one working day (24 hours) of receipt of the invalid lead.

10.2 Any Conversions supplied after the End Date will still be payable by the Advertiser unless the Advertiser notifies MS within twenty-four hours of receipt of the Conversions. 10.3 MS will use best endeavours to ensure that all data delivered to the Advertisers will be of the highest possible quality." Advertisers agree that leads/clicks can be returned to the maximum rejection rate as set forth in the IO ." Rejection of any leads by the Advertiser must be accompanied by on an individual record basis.

10.4 Invalid leads/clicks have to be returned within 24 hours, Two working days of receipt (unless otherwise agreed as set forth in the IO . If invalid leads are submitted after the specified time period they will not be accepted. Please submit any invalid lead (customer identification number/phone number/email address + reason for rejection as set forth in the IO) to your sales representative.

10.5 If MS does not receive notification from Advertiser within specified time it will consider the delivered lead/click valid and accepted by the Advertiser."

11. DATA USAGE

Advertiser warrants and undertakes to MS that it will at all times comply with the terms of the IO and only use data for the specified purpose. Data purchased for use via email, postal and telephone channels is only valid for a single use (unless otherwise specified in the IO ." This clause does not apply to Advertisers sponsoring a section (e.g. survey or data questionnaire) of a Media Property who are entitled to complete data ownership."

12. SEEDING

MS may seed Client Data to detect any unauthorised use or duplication thereof. The Advertiser agrees that they may not remove seeds from the Client Data. If MS discovers any unauthorised use or duplication by the Advertiser, MS will invoice the Advertiser for the full amount of a multi use license and the Advertiser also agrees to pay further liquidation damages equal to three times the amount of the relevant multi use license. The Advertiser accepts that these liquidated damages are a reasonable pre-estimate of the losses that MS will incur as a result of the Advertisers unauthorised use.

13. DATA PROTECTION

13.1 MS warrants and undertakes to the Advertiser that it will

13.1.1 At all times comply with its duties under the Data Protection Act 1998, the Privacy & Electronic Communication (EC Directive) Regulations 2003 and other applicable data protection laws and regulations relevant to its obligations under the Agreement.

13.1.2 At all times keep all customer details, ID numbers and passwords secure.

13.2 Advertisers must undertake to comply with their duties under the Data Protection Act 1998, the Privacy & Electronic Communications (EC Directive) Regulations 2003, and other applicable data protection laws and regulations relevant to their obligations under the Agreement.

13.3 Advertiser agrees to promptly forward to MS details of any entity that has chosen to opt out of receiving further communications from it or on its behalf and acknowledges the importance of doing this for complying with data protection requirements. Advertiser will forward such details to its Network but, in line within the general disclaimer of liability below, will not be liable to Advertiser for any claims, loss or damage arising from such opt outs.

14. INDEMNIFICATION

Advertiser represents and warrants to MS that Advertiser holds all necessary rights to permit the use of the Adverts by MS for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of Adverts, any data regarding users, and any material to which users can link, or any products or services made available to users, through or as a result of the Adverts will not:

(a) violate any criminal laws or any rights of any third parties

(b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable law

(c) use any trademark, trade name, or corporate name of MS without the prior written consent of MS. Advertiser agrees to indemnify, keep indemnified, defend and hold MS and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to

(d) breach of any of the foregoing representations and warranties

(e) any third party claim arising from use of or access to the Adverts under this Agreement or any material to which users can link, or any products or services made available to users, through the Adverts under this Agreement.

15. CONFIDENTIALITY

Advertiser shall keep in strict confidence all customer/contact lists, Network member contact details, technical or commercial know-how, specifications, inventions, business methods, processes or initiatives which are of a confidential nature and have been disclosed to Advertiser by MS, its employees, agents or sub-contractors and any other confidential information concerning MS's business, its Network members, affiliates or partners or its services which Advertiser may obtain. Advertiser shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging Advertiser's obligations to MS, and shall ensure that such employees are subject to obligations of confidentiality corresponding to those which bind Advertiser. Furthermore, Advertiser shall not use any of the information given to it by MS to make a secret profit or use any such information for its own benefit or in any way which may prejudice the interests of MS. This clause shall survive the termination or expiry of this Agreement.

16. WARRANTIES & LIABILITIES

16.1 The parties warrant to each other that they each have full power, right and authority to enter into this agreement.

16.2 Although every care is taken in the reproduction of Adverts, MS shall not be responsible for any error in the placement, or failure to place, any Adverts on any MS Media Property.

16.3 MS shall not be liable for any loss or damage whatsoever or howsoever caused either directly or indirectly in connection with Adverts on any MS Media Property including without limitation any technical malfunction, computer error, defect in software, loss of data or other damage or disruption to Adverts, except to the extent to which it is unlawful to exclude such liability under the applicable law. Notwithstanding the generality of the foregoing, MS expressly excludes liability for any indirect, special or consequential loss or damage which may arise out of or in relation to the agreement between MS and Advertiser or for loss of profit, business, revenue, goodwill or anticipated savings. If any exclusion contained in these Conditions is held to be invalid for any reason and MS becomes liable for loss or damage, that loss or damage shall be limited to the fees paid by the Advertiser to MS in respect of the Advert.

16.4 MS hereby excludes any warranty, express or implied, as to the quality, accuracy, performance or fitness for a particular purpose of any Media Property or of any of its contents. MS will not be liable for any damages arising (whether in tort, contract or otherwise) as a result of use of any of its Media Properties or Network Media Properties. MS, whilst it will undertake best endeavours to ensure that the contents of all Media Properties are free from infection by viruses or anything else that has contaminating or destructive properties, it cannot make any warrants guaranteeing that. Certain links on MS Media Properties may lead to resources located on servers maintained by third parties over whom MS has no control and MS accepts no liability arising from access to or use of any material contained on those servers.

17. WAIVER & REMEDIES

A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement will not prevent a party from subsequently requiring compliance with the waived obligation.

18. INJUNCTIVE RELIEF

Advertiser agrees that damages alone will not be an adequate remedy for the breach of any of the provisions of this Agreement and accordingly that, without prejudice to any other rights and remedies available, MS shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement.

19. PARTNERSHIP

Nothing in this Agreement is intended to, or shall operate to, create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other.

20. LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and the parties agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

21. MISCELLANEOUS

21.1 The placing of an order shall amount to an acceptance of these Terms & Conditions and any conditions stipulated on an Advertiser's IO" form or elsewhere by an agency or an Advertiser shall at the option of MS be void.