Services
1. Lake Communications Limited (“we” or “us”) shall provide to the client (“you”) the services as set out in our quote to you (“services”) using all reasonable endeavours and in accordance with good industry practice. Where the client consists of two or more persons the expression "you" throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a client shall be the joint and several obligations of such persons.

2. We conduct all market research in accordance with the MRS and ESOMAR Codes of Conduct and in accepting our terms and condition you agree to abide by the same codes in those areas that are applicable to you. The MRS and ESOMAR Codes of Conduct can be found at: www.mrs.org and www.esomar.org.

3. All data analysis and reporting by us are subject to sampling error. We shall not be liable in any way for any loss or damage you may suffer as a result of any use you make of the data.

Confidentiality and Data Protection
5. Apart from the requirements of law, court order or applicable regulatory authority, we adhere to the MRS and ESOMAR Code on confidentiality and comply with all applicable privacy and data protection regulations.

6. You warrant that you comply with all relevant privacy, data protection rules and regulations.

7. Provided agreed fees have been paid you will be the sole owner of the data collected apart from personal respondent information. This data will not be made available to any other party unless instructed by you to do so.
8. Where Lake Communications undertakes a study for several clients or where several clients purchase the same survey results, the “core” material which has been prepared by Lake Communications Limited and which any client can purchase remains the copyright of Lake Communications Limited.

Data and Reports
9. We will store all paper questionnaires, computer data and reports for at least one year after they have been submitted to you either in original form, tabulations or full reports. Unless specifically requested by you we will retain a copy of all questionnaire designs, data files and reports for our own internal filing needs.

10. Our logos and trademarks remain our property and may not be used by you without our written consent. Similarly any use of our company name, logos or trademarks cannot be used to support any published data without our agreement to the content of such data.

11. You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency and personal data will be processed by and on behalf of us in connection with the contract.

12. Lake Communications Limited will use all reasonable endeavours to deliver the report and findings within agreed timings. Under no circumstances will Lake Communications Limited be responsible for delays caused by factors outside its control such as unusually adverse weather conditions, postal or railway strikes, etc.

13. Where the sample is drawn from computerised lists of names and addresses supplied by the client, it is a requirement of the 1998 Data Protection Act that the client has notified the Information Commissioner that the database is used for research purposes. It is the responsibility of the client to complete the appropriate registration formalities so that Lake Communications Limited has the right to process any personal data and to prove that individuals have given their consent to be contacted for research purposes. Lake Communications Limited accepts no responsibility for any loss or penalty incurred by clients failing to fulfil the requirements of the Data Protection Act.

14. Where the research findings are not intended for publication, these will be held in confidence by Lake Communications Limited.

15. Original copyright or other intellectual property rights in the publication of the results of the research and the report are jointly held by Lake Communications Limited and the client. Subject to paragraph 14, the client gives Lake Communications Limited permission to publish and use research reports as provided in these terms and conditions.

16. Clients may be supplied with normative data to assist with their interpretation of the research findings. Lake Communications Limited retains full copyright over such data which is for internal use only and may not be passed on to any third parties.
Fees
17. Our quotations are valid for 30 days from the date of the quote. After that date we reserve the right to revise the quotation.
18. Any subsequent differences between the amount quoted and that finally charged will be subject to the written agreement of both parties.
19. Our standard terms are for all invoices to be paid within 30 days unless otherwise specified. Invoices paid after 30 days or after any other agreed payment period will be, subject to our discretion, subject to an annual interest rate of the base rate of National Westminster Bank plc plus 5% for the overdue period the invoice remains unpaid. We also reserve the right to withhold deliverables until the relevant invoice has been paid in full.

20. Termination
20.1 We may terminate the agreement forthwith if:
20.1.1 you are in breach of any of your obligations hereunder; or
20.1.2 you have entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsorily or voluntarily or have compounded with your creditors generally or have an administrator, administrative receiver or receiver appointed over all or a substantial part of your undertaking or assets; or
20.1.3 you have become bankrupt or are deemed unable to pay your debts by virtue of Section 123 of the Insolvency Act 1986; or
20.1.4 you cease or threaten to cease to carry on business; or
20.1.5 any circumstances whatsoever beyond our reasonable control (including but not limited to the termination of the service through no fault of our own) arise that necessitate for whatever reason the termination of the provision of services.
20.2 In the event of termination under condition 14.1 we shall retain any sums already paid to us by you without prejudice to any other rights we may have whether at law or otherwise.
20.3 Where Lake Communications are inviting clients to a multi-study syndicate, we reserve the right to terminate the study prior to its commencement where there are insufficient subscribers to the study.

21. Sub-Contracting
Neither party may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the other party. Where either party sub-contracts the performance of any of its obligations under this Agreement to any person with the prior consent of the other party, that party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself.

Your attention is drawn particularly to the provisions of the following condition.
22. Liability
23.1 We shall be responsible for timely delivery of the services.
23.2 Subject to the provisions of condition 3 in case of any errors in the work produced by us we shall correct such errors at our own cost. However, if we fail to do so within a reasonable time any compensation for liability shall be the higher of any applicable insurance compensation paid and the amount of the fees paid for the portion of the services in which the non-performance took place. You must notify us within 5 working days of the detection of the error, clearly describing the error or omission and the required corrective action.
23.3 Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of this contract or with the use by you of the services supplied.
23.4 You shall indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any equipment (including that of third parties) caused by you, or your agents or employees.
23.5 We shall not be liable to you or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control.

24. Force Majeure
24.1 Neither we nor you shall be liable to the other or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the services, if the delay or failure is due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:-
24.1.1 act of God, explosion, flood, tempest, fire or accident
24.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
24.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
24.1.4 import or export regulations or embargoes;
24.1.5 strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either party or of a third party);
24.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
24.1.7 power failure or breakdown in machinery.

25. Waiver
25.1 No waiver by us of any breach of these terms and conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given.
25.2 No failure or delay on the part of any party in exercising any right, power or privilege under these terms and conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.

26. Severance
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.

27. Copyright
Subject to the provisions of condition 7 we reserve all copyright and any other rights (if any) which may subsist in the products of, or in connection with the provision of, our services or facilities. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
28. Future Agreement
Each of the parties acknowledges and agrees that, in entering into the contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the contract or not) relating to the subject matter of the contract, other than as expressly set out in the contract.

29. Rights of Third Parties
The contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit or be enforceable by anyone else.

30. Notices
Any notices given under the terms of the contract shall be given in writing either by telefax or email confirmed by letter to the address of the party as stated in the contract and shall be deemed delivered when the recipient acknowledges receipt or five days after mailing a registered letter containing the notice, whichever shall be earlier.

31. Applicable Law and Jurisdiction
These terms and conditions shall be governed and construed in accordance with English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.

11th June 2008