TERMS & CONDITIONS OF BUSINESS

These are the terms and conditions of business (“Terms”) of John Grain Associates Limited of The Old Bakery, Sheep St, Charlbury, Oxon, OX7 3RR

1 Definitions
1.1 In these Terms unless the context requires otherwise the following terms shall have the following meanings: – “Agreement” means the Proposal accepted by the Client and these Terms. “Company” means John Grain Associates Limited

“Confidential Information” means all Input Material (to the extent it is designated confidential by the Client) all Output Materials (to the extent it is designated confidential by the Company) and any trade secrets confidential data or other confidential information oral or written relating to or used in the business of a party (the “Disclosing Party”) that a party (the “Receiving Party”) may obtain from the Receiving Party during the term of this Agreement. “Data” means all lists of names and/or other details of supporters of the Client in whatever form supplied to or by the Company. “Document” means any document in writing and any map plan graph drawing photograph film negative tape or other device embodying visual images and any disc tape or other device embodying any other data. “Input Material” means any Documents and Data or other information provided by the Client. “Logos” means those respective trademarks trading styles service marks and logos used by the parties in respect of their goods services and activities. “Output Material” means any Documents Data or other information resulting from the Company’s use adaptation and modification of the Input Material or otherwise prepared by the Company pursuant to the Agreement. “Project” means the project in relation to which the Company’s services are to be provided in accordance with the Agreement. “Project Work” means the Company’s work on the Project. “Proposal” means the Company’s proposal or quotation setting out details of the services, which it is proposed that the Company should provide, and the Company’s charges for those services. “Retained Work” means the Company’s work of a management or advisory nature as detailed in the Proposal and undertaken on a retainer basis. “Services” means those services to be performed by the Company as set out in the Proposal.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation or effectiveness.

1.3 Words denoting the masculine gender include the feminine and neuter and vice versa and words denoting the singular include the plural and vice versa.

2 Basis of Contract
2.1 A contract shall be formed when the Client confirms in writing its acceptance (without variation) of the Proposal and these Terms. Every Proposal shall remain open for acceptance for a period of 30 days from the date thereof or for such other period stated in the Proposal after which the Proposal shall lapse automatically. The Company may withdraw a Proposal at any time whether or not before expiry of the said period.

2.2 The Proposal may provide that the Client shall retain the Company on an exclusive basis for a period of time as stated in the Proposal.

2.3 No variation to the Agreement shall be binding unless agreed in writing by the authorised representatives of the Company and the Client.

2.4 These Terms are supplemental to the Proposal. In the event of any ambiguity between these Terms and the Proposal, the Proposal shall take precedence.

2.5 Any typographical clerical or other error in any Proposal literature price list or other Document issued by the Company shall be subject to correction without notice or liability on the part of the Company.

2.6 If the Company is required to undertake work expeditiously due to the nature of the work or the instructions received and it is not practicable for the Company to submit a Proposal before undertaking the work, the work shall be undertaken subject to these Terms. By instructing the Company to proceed with the work in the absence of a Proposal the Client shall be deemed to agree that the work shall be undertaken subject to these Terms.

2.7 No Project or retainer may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all reasonable losses (including loss of profits) costs damages charges and expenses incurred by the Company as a result of cancellation. In the event that the Client is required to indemnify the Company in accordance with this clause 2.7 the Company shall be entitled to payment based on the hourly/daily rates of the Company’s personnel and the amount of time expended on behalf of the Client to and including the date of cancellation, irrespective of whether: – 2.7.1 it is a Project or retainer which is being cancelled; and 2.7.2 the original price was a fixed price or was to be determined by reference to the hourly/daily rates of the Company’s personnel and the amount of time expended.

3 Price
3.1 The price of the Services shall be as set out in the Proposal.

3.2 Subject to the other provisions of this clause 3 where the Proposal provides a fixed price for the Project no reduction or increase in the price of the Services shall be given or made in the event that the Services are completed in less or more time than the time stated in the Proposal. This clause 3.2 shall not apply where the price in the Proposal is not a fixed price, but instead is determined by reference to the hourly/daily rates of the Company’s personnel and the amount of time expended on the Project.

3.3 Where the price in any Proposal includes a discount because the Company is retained by the Client on an exclusive basis or because the Client engages the Company to perform minimum volumes of work the Company reserves the right to adjust the price if the Client breaches the agreement to retain the Company on an exclusive basis or if the Client fails to engage the Company to perform the agreed minimum volumes of work.

3.4 The Company shall be entitled to vary any price quoted in any Proposal if information given by the Client to the Company upon which the price is based is subsequently determined by the Company in its reasonable opinion to be materially inaccurate.

3.5 The Company reserves the right to charge for all travel expenses and all other reasonable expenses incurred on behalf of the Client whether or not detailed in the Proposal.

3.6 All prices are exclusive of VAT which shall be payable by the Client.

3.7 The Company shall be entitled to vary any price quoted in any Proposal to reflect increased charges from its suppliers or subcontractors.

4 Payment
4.1 The Company shall be entitled to submit invoices for Retained Work on a monthly basis in respect of the Retained Work undertaken in the preceding month.

4.2 The Company shall submit its invoice for Project Work upon completion of the Project but the Company reserves the right to submit interim invoices at any stage of the Project in respect of completed work.

4.3 Save as provided in clause

4.4 the Client shall pay the Company within 14 days of the Company’s invoice without any set-off or deduction. 4.4 All invoices for postage charges shall be payable within 7 days of the date thereof. The Company shall not be obliged to incur any postage charges on behalf of the Client unless and until its invoice in respect of the same has been paid by the Client.

4.5 Any queries regarding an invoice rendered by the Company must be raised within 7 days of the date thereof.

4.6 In the event of an invoice remaining unpaid after the date due for payment all sums due to the Company by the Client will become payable immediately and the Company reserves the right without prejudice to any other rights it may have: – 4.6.1 to cease all work for the Client forthwith; and 4.6.2 to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3% per annum over the base rate of HSBC Bank Plc.

4.7 The Company reserves the right to require the Client to make payments on account of the Company’s charges and disbursements and expenses to be incurred by the Company on behalf of the Client.

4.8 If in the opinion of the Company the credit worthiness or payment record of the Client shall have deteriorated prior to the supply of Services the Company may require full or partial payment of the price of the Services prior to such supply or the provision of security for payment by the Client in a form acceptable to the Company.

4.9 The Client shall on receipt of a demand from the Company supply to the

Company such financial data and related information as may be required to permit an ongoing determination of the financial status of the Client. If at any time during the supply of Services the Client fails to provide adequate assurances to the Company, the Company may treat this Agreement as at an end.

5 Performance of the Services
5.1 The Company shall perform the Services in accordance with the Proposal and these Terms.

5.2 The nature and content of any advice the Company provides will necessarily reflect the specific scope and limitations of the Company’s engagement the amount and accuracy of information provided to the Company and the timescale within which the advice is required. If at the Client’s request the Company provides advice in an abbreviated format or timescale the Client acknowledges that it will not receive all the information it would have done had the Company provided a full written report or had more time in which to carry out the Services.

5.3 If general advice is provided the applicability of this will depend on the particular circumstances in which it is to be used by the Client (of which the Company might not be aware) and should be viewed accordingly. In relation to any particular Project, specific advice should always be sought and all material information provided to the Company. The Company’s advice is provided for the purposes of each Project and the Company disclaims any responsibility for the use of its advice for a different purpose or in a different context.

5.4 Timescales given by the Company for the provision of the Services are indicative only and although the Company shall use all reasonable endeavours to meet any agreed timescales it shall not be liable in the event that these cannot be met. The time of supply of the Services shall not be the essence of the contract.

5.5 Unless otherwise directed by the Client the Company may correspond by means of the Internet or other electronic media. Where the Company does so it will take reasonable steps to safeguard the security and confidentiality of the information transmitted but the Client acknowledges that the Company cannot guarantee security and confidentiality. While it is the Company’s policy to check all correspondence with anti-virus software it cannot guarantee that transmissions will be free from infection.

5.6 The Company shall ensure that the Services are carried out by suitably qualified personnel but it cannot guarantee that specific personnel will carry out the Services for the Client and the Company reserves the right in its absolute discretion to change the personnel engaged in providing the Services for the Client without prior notification to the Client.

5.7 The Company reserves the right to engage sub-contractors of its choice to perform the Services.

5.8 The Company reserves the right to make an additional charge if after the completion of a Project the Client requests further copies of the Output Material.

5.9 Where the Project includes the preparation by the Company of a direct mail pack comprising a number of distinct stages the Company shall not dispense with any stage of the Project without the Client’s prior written consent.

6 Change Control Procedures
The Client by written request (“Change Request”) delivered to the Company shall have the right to request changes in the Services. No Change Request by the Client shall be effective nor binding upon the Company unless specifically agreed to in writing by the Company. If a Change Request agreed to in writing by the Company results in a delay in the time for performance of the Services or an increase or decrease in the price of the Services the Company shall notify the Client and negotiate an equitable adjustment in the time for performance of the Services or the price of the Services or both. The Company shall submit all of its claims for equitable adjustments to the Client in writing at any time (in the case of Retained Work) or at any time prior to the completion of the Project (in the case of Project Work).

7 The Client’s Obligations
7.1 The Client shall at its own expense supply the Company with all necessary Documents or other materials and all necessary Data or other information relating to the Project Work within sufficient time during normal working hours to enable the Company to provide the Project Work in accordance with the Proposal. The Client shall ensure the accuracy of all Input Material.

7.2 The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage howsoever caused.

7.3 The Client shall ensure that its employees co-operate fully with the Company its employees agents and sub-contractors in performing the Services.

7.4 The Client shall check all proofs prior to its acceptance of the same and the Company shall not be liable in respect of any errors omissions or changes to the Output Material after acceptance by the Client. The Client shall be liable for the costs of amendments to the Output Material after acceptance at the Company’s current “author amends” rates.

7.5 The Company accepts information from the Client in good faith, so if appeals mailed under Royal Mail “Advertising Mail” are subsequently discovered not to qualify, despite reassurances from the Client that all necessary data specifications have been complied with, then we reserve the right to recover such costs that may be re-claimed from us by Royal Mail or any other postage provider.

8 Intellectual Property
8.1 The Client shall have and retain exclusive ownership of all intellectual property rights in the Client’s Logos and the Input Material.

8.2 The Client warrants that it is the owner or is licensed to supply and use its Logos and the Input Material and that the Company’s use thereof for the purposes of this Agreement will not infringe the rights of any third party and will not be illegal or defamatory in nature. The Client shall indemnify the Company against any loss proceedings demands damages fines costs expenses and or other claims arising from its breach of this clause 8.2.

8.3 The Company warrants that it is the owner or is licensed to supply the Output Material and that the Client’s use thereof for the purposes of this Agreement will not infringe the rights of any third party and will not be illegal or defamatory in nature. The Company shall indemnify the Client against any loss proceedings demands damages fines costs expenses and other claims arising from its breach of this clause 8.3.

8.4 The Company hereby assigns to the Client all copyright and other intellectual property rights vested in the Output Material, which does not incorporate pre-existing materials or information belonging to the Company or any third party.

9 Confidentiality and Data Protection Information
9.1 Both parties agree to keep confidential all Confidential Information and not to disclose such Confidential Information to any third party except to the extent as is strictly necessary to fulfil the obligations under this Agreement.

9.2 The restrictions on use and disclosure of Confidential Information under this Agreement do not apply to Confidential Information that: – 9.2.1 was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; 9.2.2 was known to the Receiving Party without restriction at the time of disclosure as demonstrated by files in existence at the time of disclosure; 9.2.3 is disclosed with the prior written approval of the Disclosing Party; 9.2.4 was independently developed by the Receiving Party without any use of the Confidential Information; 9.2.5 becomes known to the Receiving Party without restriction from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party; or 9.2.6 is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.

9.3 Upon termination of the Agreement both parties agree to return to the other all Confidential Information and copies thereto.

9.4 The Company shall comply with all Data Protection legislation and regulations as far as they relate to the Services.

9.5 The Client shall: – 9.5.1 comply in all respects with the provision of any statutes regulations or laws of any type and any obligations imposed by law applicable to advertisements and the Company shall not be obliged to publish any advertisement or other material which it considers in its reasonable discretion to be contrary to or to infringe the terms of any definitions provisions or the right or privilege of any person or which might mislead members of the public or which might be found offensive prejudicial inflammatory or defamatory or is likely to subject the Company to prosecutions criticism or embarrassment; and 9.5.2 keep the Company indemnified against all loss proceedings demands damages fines costs expenses and other claims taken made or awarded against the Company or its servants or agents arising out of or in connection with any advertisement or published material placed by the Client including actual alleged or inadvertent defamation passing off misdescription or breach of intellectual property rights.

10 Warranties and Liability
10.1 The Company warrants to the Client that the Services will be performed using reasonable care and skill within normal industry standards and as far as reasonably possible in accordance with the Proposal. Without limiting the generality of this clause 10.1 the Company makes no warranty as to the results generated by any advice given as part of the Services including but not limited to the success of applications for funding made to third parties by or on behalf of the Client and the level of charitable donations received by the Client.

10.2 The Company shall not accept any liability for damage sustained by the Client for any failure to perform the Services by reason of the Client’s failure to fulfil its obligations in these Terms.

10.3 The Company’s liability for death or injury resulting from its negligence or the negligence of its employee’s agents or sub-contractors shall not be limited.

10.4 Subject to clause 10.3 above the Company’s entire liability shall not exceed: – 10.4.1 in the case of any Project, the amount of the Company’s charges for that Project; and 10.4.2 in the case of Retained Work, the amount of the Company’s charges for that Retained Work or £500,000 (whichever is lower).

10.5 Subject to clause 10.3 above the Company shall not be liable for loss of charitable donations profits goodwill or any type of special indirect or consequential loss (including but not limited to loss or damage suffered by the Client as a result of any action brought by a third party) even if such loss was reasonable foreseeable or the Company had been advised of the possibility of the Client incurring the same.

11 Force Majeure
The Company shall not be liable in respect of any breach of this Agreement or any delay in performance of any of the Company’s obligations due to any cause beyond the Company’s reasonable control including (but without limitation) any act of God weather conditions flood fire industrial action act of government or competent authorities war riot or civil commotion or acts of third parties for whom the Company is not responsible.

12 Termination
Either party may terminate the Agreement: –

12.1 forthwith if either party commits any material breach of any of these Terms and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request by the other party to remedy the same;

12.2 forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taking for the winding-up of the other party or from the making of an Administration Order (otherwise than for the purpose of an amalgamation or reconstruction);

13 Covenant of the Client
The Client agrees that throughout the term of the Agreement and for a period of 3 months thereafter whether by itself its officers employees agents or otherwise it shall not howsoever directly or indirectly offer alternative employment or otherwise engage any employee agent or sub-contractor of the Company in the same capacity or a similar capacity to that under which they are employed or engaged by the Company with whom the Client has had material dealings throughout the term of this Agreement.

14 General
14.1 This Agreement constitutes the entire agreement between the parties and supersedes any previous arrangement or understanding. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law. The Client acknowledges that it is not relying on any representation or warranty made outside these Terms.

14.2 No failure or delay by either party in exercising any of its rights shall be deemed to be a waiver of that right and no waiver by either party of any breach by the other shall be construed as a waiver of any subsequent breach of the same or any other provision.

14.3 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected.

14.4 Any notice or other communication required to be given or served pursuant to the Terms shall be deemed to have been duly given and served if sent by post or delivered by hand to such address as shall have been notified by one party to the other and shall be deemed to have been received when in the normal course of events it would have been received unless evidence is provided to the contrary.

14.5 This Agreement may not be assigned by the Client without the prior written consent of the Company.

14.6 The provisions of this Agreement are personal to the parties and are not intended to confer any rights of enforcement on any third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

14.7 In the event of any dispute arising out of or in connection with this Agreement the dispute arising shall be notified to the other party and a meeting shall be arranged to resolve such dispute to take place a soon as reasonably practicable after the dispute has been notified. Each party shall use all reasonable endeavours to resolve material disputes arising out of this Agreement. If the parties are unable to resolve the dispute by negotiation they shall refer the dispute to the ADR Group Europe Limited (or such other organisation experienced in the process of alternative dispute resolution) for the purpose of alternative dispute resolution in order to resolve the dispute by mediation. In the event that resolution of the dispute is not achieved by way of mediation the parties shall be entitled to commence proceedings or take such action, as they respectively consider appropriate.

14.8 These Terms shall be governed by and construed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the English Courts.