CONQUEST RESEARCH AND CONSULTANCY LIMITED
TERMS OF BUSINESS

These are the terms of business of Conquest Research and Consultancy Limited ("the Company") which apply to all contracts for surveys (as defined below) entered into by the Company.

1. Interpretation
"Client" means the person who has commissioned a Survey to be carried out by the Company and in the case of a corporate person shall include its subsidiaries and holding companies (as these terms are defined in Section 736 of the Companies Act 1985).

"Code of Conduct" means the code of conduct drawn up by the Market Research Society.

"Computer Tabulations" means computer generated tables showing the total number of responses to each question on the Questionnaire and how these responses vary by sub groups of the sample interviewed.

"Conditions" means these terms of business, including any special terms and conditions incorporated in accordance with Condition 3.2.

"Continuous Project" means a research project where the Company is required by the Client to interview continuously over a period of time.

"Contract" means the agreement made between the Company and the Client subject to the Conditions for the carrying out of a Survey and the delivery of the results of the Survey including a Presentation.

"Data" means data relating to identifiable individuals which is processed by the Company for the purposes of performing its obligations under this Contract.

"International Contracts" means a contract for the carrying out of a Survey for a Client which involves some part of the Survey being carried out outside the United Kingdom.

"Presentation" means the oral presentation of the results of the Survey to be given by the Company to the Client at a time and place to be agreed.

"Price" means the price payable by the Client for the Survey as stated in the Quotation attached to these Conditions.

"Questionnaire" means the set of questions to be sent to the interviewers engaged by the Company for the purposes of carrying out the Survey.

"Report" means the report setting out the results of the Survey produced by the Company and supplied to the Client after completion of the Survey which shall be in the form specified in the Quotation.

"Survey" means the work to be carried out by the Company as detailed in the Quotation attached to these Conditions.

"Year 2000 Non-compliance" means the inability of any software and/or hardware when used individually or in combination with any other system or product fully and accurately to (a) process dates before, after, across and beyond 31 December 1999 and throughout the year 2000; (b) provide correct results when moving backwards or forwards across the year 2000; (c) function without error or interruption related to or caused by dates; and (d) recognise the year 2000 as a leap year.

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2. Governing law
This Contract shall be governed by and construed in accordance with English law and each party will submit to the jurisdiction of the English Courts in respect of any dispute or matter arising out or connected with this Contract.

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3. Incorporation of conditions and formation of a contract
3.1 These Conditions shall prevail over and take the place of any other terms and conditions contained or incorporated in or referred to in any document of, or communication from, the Client.

3.2 No other agreement, representation or promise of any kind shall form part of, vary, supersede or operate as a waiver of these Conditions or any of them unless expressly accepted by a Director of the Company in writing.

3.3 The Company shall not be obliged to commence work on a Survey until the Contract is made. The Contract shall be made on these Conditions when the Client notifies the Company in writing of its acceptance or if earlier, on deemed acceptance of the Quotation. Acceptance of the Quotation shall be deemed to take place upon the earlier of the Client commissioning the Survey and the Client accepting the Questionnaire delivered to it by the Company.

3.4 A Quotation shall be valid for acceptance by the Client for a period of two months from the date of issue. If the Client accepts the terms of the Quotation after that date the Company reserves the right to increase the Price and/or vary any other terms of the Quotation. Any such increase and/or variation shall be notified by the Company to the Client and the Company shall not be obliged to commence work on a Survey until the Client has accepted the revised Quotation in accordance with Clause 3.3.

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4. Price
4.1 In consideration for the Survey, which shall include the provision of:-

4.1.1 up to ten (10) copies of the Presentation and Report(s); and
4.1.2 up to two (2) sets of Computer Tabulations.

The Company reserves the right to charge for any further copies.
Unless the Quotation expressly states otherwise, the Price is quoted exclusive of Value Added Tax or any equivalent sales tax in any jurisdiction which shall be payable in addition by the Client upon presentation of a valid Value Added Tax or equivalent invoice.

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5. Terms of payment
5.1 The Company shall invoice the Client for 60% of the Price when the Contract is made and for the balance of the Price on delivery by the Company of the Presentation or Report to the Client whichever is the later.

The Client shall pay all invoices issued to it by the Company within 30 days after the invoice date. If an invoice or any part of an invoice remains unpaid 60 days after the invoice date, the Company is entitled to charge interest on all amounts outstanding beyond that 60 days, at a rate of 2% above the base rate of Lloyds TSB Bank Plc from time to time in force, such interest to accrue on a daily basis.

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6. International contracts
On International Contracts, if the sterling equivalent of the costs incurred by the Company in respect of any part of the Survey carried out abroad exceeds the proportion of the Price attributed to that work in the Quotation through currency fluctuations, the Company shall be entitled to charge the Client the actual sterling equivalent of these costs at the exchange rate in operation at the time the Company pays such costs.

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7. Cancellation and delays
7.1 If the Client cancels or terminates the Survey, the final payment due from the Client will be the costs actually incurred by the Company at the date of cancellation or termination in carrying out the Survey plus 15% plus any other losses incurred by the Company as a result of such cancellation or termination by the Client.

If as a result of any act or omission of the Client (including but not limited to late delivery of products or materials by the Client to the Company) the Company incurs additional costs in carrying out the Survey (for example, because it becomes liable to pay postponement or cancellation fees to its sub-contractors) the Client shall be liable to reimburse the Company in respect of such additional costs.

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8. Ownership and use of reports
8.1 Copyright in all Reports and other documents prepared and supplied by the Company pursuant to the Contract shall remain vested in the Company.

8.2 Reports and other findings made by the Company in the performance of the Contract are supplied to the Client on the understanding that:

8.2.1 they shall only be divulged to officers and employees of the Client or the Client's advertising agencies or PR consultancies

8.2.2 save as provided in 8.2.1 above their contents shall not be divulged to any third party without the prior agreement of the Company.

If the Company's name is to be quoted in any published or widely circulated document in connection with findings from one of its surveys or reports, then the Company's written agreement to the contents of such document must be obtained before it is published or circulated by the Client.

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9. Sub-contracting by the company
9.1 The Company may at its discretion sub-contract the fieldwork or data processing of the data collected in the course of the carrying out of the Survey or other parts of the execution of the work to be carried out under the Contract to third parties.

9.2 The Company will ensure that any sub-contractors selected by it conform with the Code of Conduct.

9.3 The Client will not issue any instructions to a sub-contractor selected by the Company.

If the Client wishes the Company to employ a particular sub-contractor to carry out the Survey, the Company's responsibility for the work carried out by that sub-contractor shall be limited to a review function, the scope of which shall be defined in writing and agreed between the Company and the Client before the start of the fieldwork by that particular sub-contractor.

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10. Warranties and limitation of liability
10.1 The Company shall use all reasonable skill and care in the carrying out of the Survey and unless prevented by unforeseen circumstances or any circumstances beyond its reasonable control shall deliver the Report to the Client by the date specified in the Quotation. All other conditions, warranties or obligations implied by statute or common law are hereby excluded.

10.2 The Company does not exclude or restrict its liability for death or personal injury to the extent that it results from the negligence of the Company, its employees or agents.

10.3 The Company shall not be liable for any loss or damage arising from:-

10.3.1 the interpretation or use by the Client or any third party of the contents of the Report or any other findings resulting from the Survey supplied to the Client; or

10.3.2 any act of or failure to act by the Client; or any act or omission of any sub-contractor used by the Company at the insistence or request of the Client pursuant to Clause 9.4.

The Client recognises and accepts that in view of the potentially high level of claims which might be brought by any one of the Company's clients in connection with the provision of services, the Company is unable to insure against claims for errors and omissions in the carrying out of Surveys. Accordingly, except for claims for damage to tangible property which shall be limited to £1,000,000 per claim or series of claims arising from the same act, omission or event, the Company's aggregate liability to the Client for all and any claims arising out of or in connection with this Contract shall be limited to a sum equal to the Price or in the case of a Continuous Project to the higher of (a) 25% of the Price; and (b) the part of the Price attributable to 3 month's worth of the Continuous Project being the 3 months prior to the date on which the cause of the particular action arose.

The Client warrants: that the individuals to whom the data relates have been informed by the Client that they may be contacted by a third party for market research purposes, and that such individuals do not object to the use of their personal data for such purposes.

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11. Indemnity
The Client shall indemnify the Company and keep the Company indemnified from and against all and any claims, losses, costs, damages, liabilities, demands and expenses suffered or incurred by the Company arising out of or connected with any claim brought against the Company by a third party in connection with the performance of the Contract, unless such claims, losses, costs, damages, liabilities, demands and expenses are attributable to the negligence of the Company or its employees or agents. The Client will be responsible for the insuring of goods or products supplied to the Company for Survey purposes.

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12. Force majeure
The Company shall not be liable for failure to perform its obligations hereunder due to force majeure, which for these purposes shall mean fires, floods, storms, acts of God, riots, strikes, lock-outs, wars, national or local governmental control, restriction or prohibition, Year 2001 Non-compliance or any other causes outside the control of the Company.

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13. Confidentiality
13.1 The Company agrees to keep confidential all information of a confidential nature which it obtains from the Client in connection with the contract unless:-

13.1.1 the Company already had that information; or that information is or comes into the public domain otherwise than by breach of this clause; or the Company is required or requested to divulge that information by any court, tribunal or governmental authority with competent jurisdiction; or that information is disclosed on a confidential basis for the purposes of obtaining professional advice.

13.2 Under the Code of Conduct, all material relating to the Client remains confidential to those engaged in the service of the Company. The Code of Conduct also states that the Company is entitled to destroy questionnaires, tape recorded interviews and other primary records one year after the presentation to the Client of the results of a Survey, without reference to the Client. This will be done unless the Company receives instructions in writing to the contrary from the Client within the stated period.

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14. Data protection
The Company warrants and undertakes that it has and will continue to have full legal authority to process Data and that it will only process Data in accordance with the applicable data protection laws in the UK and the terms of this Contract.

The Company warrants that it has in place, and undertakes to maintain throughout the term of this Contract, appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of Data and adequate security programmes and procedures to ensure that unauthorised persons do not have access to the Data or to any equipment used to process Data.

The Client undertakes to comply with all applicable data protection laws in the UK.

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15. Termination
Either party may terminate this Contract forthwith at any time by giving the other written notice if the other:

commits a material breach of any of the terms of this Contract and, where such a breach is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice from the other requiring it to be remedied; or
is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or takes, or there is taken in respect of the other, any step, action, application or proceeding in relation to the whole or any material part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts; or winding up, dissolution, administration or receivership (administrative or otherwise).

If the Client has commissioned a Survey to be carried out by the Company which amounts to a Continuous Project then unless the Client and the Company have agreed a termination date for the Continuous Project the Company shall continue to carry out interviewing until the Project is terminated by the Client giving to the Company prior written notice equal to a period being 25% of the period of the Continuous Project or three months, whichever is the shorter.

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16. Severance
If any of these Conditions is rendered or held to be void or unenforceable in whole or in part then it shall be void or unenforceable only to the extent that it is shown that it would not be lawful or reasonable to allow reliance on it and the remaining conditions shall continue to be of full force and effect.

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17. Notices
Any notice to be given by either party under these Conditions shall be sent by first class mail or fax to the business address.

Conquest Research & Consultancy Ltd
Colet Court, 100 Hammersmith Road, London, W6 7JP
Tel: 020 8481 3999 Fax: 020 8547 1788

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Email: conquest@conquestuk.com Tel: +44 (0)20 8834 0900 Fax: +44 (0)20 8834 0901
Colet Court, 100 Hammersmith Road, London, W6 7JP

Conquest Research & Consultancy Limited is a company registered in England and Wales with company no. 2354406. Registered address: Menzies, 3rd Floor Kings House, 12-42 Wood Street Kingston upon Thames, Surrey KT1 1TG. VAT No. 527 9350 26