1. DEFINITIONS.

1.1 "Provider" means Singer and Partners Ltd.

1.2 "Client" means the person who accepts a Quotation or whose "Order" is accepted by the
"Provider".

1.3 "Services" means all or where the context so admits any part of the services supplied by the
"Provider" to the "Client" pursuant to a Quotation or an "Order".

1.4 "Order" means an order for the "Services" received by the "Provider" from the "Client" which
is accepted by the "Provider" either in writing or by the "Provider" providing the "Services"
pursuant to the "Order".

1.5 "Data" means any classification or information supplied by the "Client" or the "Provider" to
the other in connection with "Services".

1.6 "Price" means the price for the "Services" notified to the "Client" in writing by the "Provider"
before commencement or upon completion of the "Services" where certain prices for
materials/boxes/data had not previously been available/obtained or where Clients goods
had not been previously seen before the price was given.

1.7 "Quotation" means a quotation for the "Services" given by the "Provider" to the "Client".

2. GENERAL.

2.1 The acceptance by the Provider of any Order is subject to these Standard Terms & Conditions
of Trade which shall override any terms or conditions stipulated incorporated or referred to
by the Client (whether in the Order or in any negotiations) unless accepted in writing by the
Provider.

2.2 Prices in a Quotation are a guide only and do not constitute an offer or any contractual term.
The price that will apply for the Services will be that notified to the Client in writing by the
Provider before commencement or at the date of completion of the Services.

2.3 Any undertakings, warranties or any other statements given or made by persons purporting
to represent the Provider shall not be binding on the Provider unless confirmed in writing by
the Provider.

2.4 No order which has been accepted by the Provider may be cancelled or postponed by the
Client except with the prior agreement in writing of the Provider and on terms that the Client
shall indemnify the Provider in full against all loss (including loss of profits), costs
(including the cost of all labour and material used), damages, charges and expenses incurred
by the Provider as a result of such cancellation or postponement.

3. PROVISION OF SERVICES.

3.1 Whilst every reasonable effort will be made to complete the Services in the time or manner
agreed in writing by the parties and that any Data provided in connection with the Services
is accurate, the Provider does not warrant the accuracy or fitness for any particular
purpose of any Data so provided and shall not be liable to the Client for any loss or damage
or cost incurred by the Client by reason of any of the Services not being provided on the
agreed date or if no date is agreed within a reasonable time or any of the Data supplied by
the Client being inaccurate nor unless such delay exceeds 90 days will the Client be entitled to terminate or rescind the contract.

3.2 Without prejudice to the generality of the foregoing the Provider shall not be liable to the
Client for destruction, damage, delay of any other matter of any nature arising out of or in
connection with any circumstances or happening beyond the reasonable control of the
Provider which includes without limitation war, rebellion, civil commotion, strike, lockouts
or industrial disputes including labour disputes involving the workforce of the Provider
or part thereof, fire explosion, earthquake, Act of God, flood, drought or bad weather, the
unavailability of supplies, the breakdown of equipment, and any times agreed for the
performance of the Services will be extended accordingly.

4. ASSIGNMENT.

The Provider shall be entitled to assign or sub-contract to any third party all or any of the
services and reference in these terms and conditions to the Provider shall be deemed to
include reference to such assignee or sub contractor.

5. DATA PROTECTION.

5.1 Each party undertakes that it will at all times, comply with the provisions of the Data
Protection Act 1984 and in addition will ensure that it and its employees and agents use their
reasonable endeavours to prevent unauthorised access to Data provided in connection with
the services and will return such Data on request or otherwise destroy all Data in such a
manner so as it cannot be communicated to any third party.

5.2 The Client warrants that where applicable the Client is registered under the provision of the

Data Protection Act 1984 and the purpose for which any Data is applied is a purpose within
the terms of such registration.

5.3 The Client acknowledges that, in relation to any data obtained or processed by the Provider
in performance of the Services, the Client is the data controller of such data and the Provider
is merely acting in the role of data processor.

5.4 Each party shall comply with its respective obligations under the Data Protection Act 1998
and other applicable legal requirements in respect of such data in accordance with their
respective roles as specified above.

5.5 The Client shall fully and effectively indemnify the Provider and keep the Provider fully and
effectively indemnified against all losses, liabilities, claims, costs, damages, charges and
expenses of whatsoever nature incurred by the Provider directly or indirectly as a result of
breach by the Client of any of the provisions of the Data Protection Act 1998.

6. ACCURACY OF DATA.

6.1 The Provider gives no warranty, representation or assurance that any mailing whether
ordered by the Client or based on suggestions by the Provider can or will produce any
response or particular result and accordingly the Client must rely on its own opinion or
judgement that the scope and extent of the Services will suit its purpose.

6.2 The Client shall be responsible to the Provider for ensuring the accuracy of the terms or of
any other (including any applicable specification) submitted by the Client and for giving
the Provider any necessary information relating to the Services within a sufficient time
to enable the Provider to perform the Services in accordance with the Order.

7. COPYRIGHT.

The copyright in all Data supplied by either party to the other shall remain vested in the
party supplying such Data.

8. DIRECT MAIL SERVICES.

The Provider is a recognized agency and as such has an obligation to uphold at all times in
letter and in spirit the British Code of Advertising Practice. The Providers acceptance of an
order from the Client is based on the understanding that the Client will work within the
codes of conduct for the advertising industry including without limitation the British Codes
of Advertising and Sales Promotion Practice and the Mail Order Preference Scheme and
compliance with such codes will not constitute a breach of contract by the Provider
notwithstanding any other term in the contract.

9. DEFAMATORY OR ILLEGAL MATERIALS.


9.1 Any order is accepted subject to the Client's express warranty that any material supplied by
the Client does not contain anything which constitutes an infringement of copyright or is
defamatory or illegal and on the basis that the Provider shall be fully indemnified by the
Client in respect of any costs, proceedings, claims or demands arising out of or in
connection with the material supplied by the Client.

9.2 Notwithstanding the acceptance by the Provider of any Order the Provider reserves the
right at its sole discretion and without liability to refuse to mail or deliver any material
which in its absolute opinion may constitute an infringement of copyright or is defamatory
or obscene or the distribution of which in the Provider's absolute opinion may be illegal
or contrary to the Post Office regulations.

9.3 The Client warrants to the Provider that any Data supplied by the Client to the Provider
does not infringe any third party's intellectual property rights and that all promotional
mailings to persons other than customers of the Client are authorised by the Mailings
Preference Service.

10. LIABILITY.

10.1 The Provider shall not be liable for any loss or damage of whatever nature suffered by the
Client unless it results from the direct negligence of the Provider and/or its employees
or agents.

10.2 Notwithstanding the foregoing and the terms of any conditions, warranties or
representations (whether expressed or implied or whether statutory or otherwise) given by
the Provider, the Provider shall not be liable in any way for loss of profit or contracts or any
other consequential loss of any kind resulting from any defect in the Services or Data
provided or any act or default by the Provider, its employees or agents and whether arising
from negligence or otherwise.

10.3 The Provider's employees or agents are not authorised to make any representation
concerning the Services unless confirmed by the Provider in writing. In placing any Order
the Client acknowledges that it does not reply on and waives any claim for breach of any
such representations that are not so confirmed.

10.4 Any advice or recommendations given by the Provider or its employees or agents to the
Client or its employees or agents as to the application or use of the Services which is not
confirmed in writing by the Provider is followed or acted upon entirely at the client's own
risk and accordingly the Provider shall not be liable for any such advice or
recommendation which is not so confirmed.

10.5 No claim for damage or shortages will be considered unless the Provider is advised in
writing within 7 days of such damage or such shortage being occasioned. In the absence
of such advice the Client will be deemed to have accepted the Services and will be deemed
to have waived any such claim which will be absolutely barred.

10.6 The Provider will carry out the contract with reasonable skill and care but subject thereto the
provider hereby excludes all conditions, Warranties and stipulations expressed or implied,
Statutory, Customary or otherwise which but for such exclusion would or might subsist in
favour of the client.

11. INDEMNITY.

The Client shall fully indemnify and keep fully indemnified the Provider against all actions,
claims, costs, charges and expenses or other loss of whatsoever nature incurred by the
Provider in respect of any use made by the Client of any Data or Services provided to the
Client by the Provider pursuant to any Order.

12. STORAGE.

Whilst the Provider will use its reasonable endeavours to protect the Client's goods stored
on the Provider's premises, such storage is at the Client's own risk and the Client will insure
such goods to their full replacement value against loss or damage and no claim for loss or
damage to such goods can or will be made against the Provider by the Client unless
otherwise previously agreed in writing by the Provider.

13. FEES, PAYMENT TERMS AND LIEN.

13.1 Payment of the Price and all other charges shall be made strictly net within fourteen days of
the date of invoice unless otherwise agreed in writing by the Provider before any work is
started.

13.2 Advance postage invoices raised when deemed necessary by the Provider are to be settled
in full before commencement of the Services.

13.3 The Provider reserves the right to suspend performance of Services on any order for the
non-payment of invoices.

13.4 If the Client fails to make any payment on the due date without prejudice to any other right
or remedy available to the Provider, the Provider shall be entitled to:-

13.4.1 Cancel the order and any other contact with the Client and/or suspend any further services
to the Client.

13.4.2 Appropriate any payment made by the Client under any other order between the Client and
the Provider as the Provider may think fit notwithstanding any purported appropriation
by the Client, and charge the Clients interest (both before and after any judgement) on the
amount unpaid at the rate of 3% per annum above the National Westminster Bank plc's
basic rate from time to time, until payment in full is made (a part of a month being treated
as a full month for the purpose of calculating interest).

13.5 Any queries regarding invoices should be noted in writing within 14 days of receipt of the
invoice. The Providers will use all its reasonable endeavours to verify the Client's concern
and if required raise an appropriate credit note within a further 14 days. If neither of these
time limits is met the Providers will require the full value of the invoice to be paid and any
subsequent credits raised offset against future invoices. If there is material and obvious
discrepancy (which the parties hereto agree shall mean a 30 per cent error or more) then
the Client will be entitled to pay the net agreed amount only.

13.6 In certain cases the Client will be required to make advance payment of invoices prior to
the provision of non-contracted services.

13.7 The Providers shall have a lien on all Data and any other property of the Client held by it
from time to time, entitling it to retain such items as security for payment of all sums due
from the Client at such times on any account. The Providers shall give written notice to
the Client of the exercise of any such lien. In the event that any lien is not satisfied within
a reasonable time from the date upon which the Providers first gave notice to the Client
of the exercise of the lien, the property subject to the lien may be sold and the proceeds
of sale applied in or towards the satisfaction of every such lien and all proper charges and
expenses in relation thereto provided that the Providers shall account to the Client for any
surplus.

13.8 The Client shall ensure that at no time shall there be any outstanding payments owed to the
Provider (whether or not due for payment) in excess of any credit limit then or previously
given. In the event that the Client exceeds such limit, the Client shall make immediate
payment of any excess. The Provider shall be entitled without prior notice to the Client to
suspend provision of the Services during such periods as the Client exceeds the credit limit and the Provider shall be under no liability to the Client in respect of such suspension.

14. MINIMUM INVOICE CHARGE.

A minimum invoice charge in the Provider's discretion will be applied to all orders.

15. COLLECTION AND DELIVERY AND STORAGE.

Collection and delivery and storage of Data or printed matter or goods are not covered by
the Provider's Quotation and all such charges will be in addition to the Price as will a
charge be made for Storage for goods left on the Providers Premises after completion of
any order.

16. VALUE ADDED TAX.

The price shall be exclusive of Value Added Tax or any other government or local tax charge
or expense.

17. PACKAGE, POSTAGE AND WAREHOUSE STORAGE.

17.1 Where the Provider is instructed to pack Client's goods or other items the Provider reserves
to itself the absolute discretion as to the materials, means, methods and procedure to be
employed in packing the said goods or items provided always that the Provider will pack
the said goods or items to accepted commercial standards within the flexible packing
industry.

17.2 The Provider will be entitled to charge the Client for all out of pocket expenses (Including
without prejudice packing, mailing and storage) arising out of the Provider's provision
of the Services.

18. CONTINGENT OBLIGATIONS.

The Providers obligations under this Agreement are contingent and conditional upon the
timely and full compliance by the Client with all of its obligations under this Agreement
and the provision by the Client of all such further information, assistance, documents
and materials as the Providers may reasonably request in relation to the Services.

19. TERMINATION.

19.1 The Contract will terminate immediately upon the happening of any one or more of the
following, namely that the Client has had a bankruptcy order made against him, or he has
made an agreement or composition with his creditors or otherwise taken the benefit of
any Act for the time being in force for the relief of insolvent debtors or (being a body
corporate) has had convened a meeting of creditors (whether formal or informal) or has
entered into liquidation (whether voluntary or compulsory) except a solvent voluntary
liquidation for the purpose only of reconstruction or amalgamation or has a receiver,
manager, administrator or administrative receiver appointed of its undertaking or any
part thereof or a resolution has been passed or a petition presented to any Court for the
winding up of the Client or for the granting of an administration order in respect of the
Client or any proceedings have been commenced relating to the insolvency or possible
insolvency of the Client.

19.2 On the happening of any or more of the following, namely that the Client has suffered or
allowed any execution whether legal or equitable to be levied on his/its property or
obtained against him/it or has failed to observe or perform any of its obligations or duties
under the Contract or any other contract between the Provider and the Client or is unable
to pay its debts within the meaning of Section 123 of the Insolvency Act 1966 or the
Provider has grounds which he considers reasonable for believing that the Client will be
unable to pay (whether in whole or in part) for the Services on or prior to the date on which
the Price for the Services is due or the Client has ceased to trade the Provider is entitled to
terminate the Contract immediately upon service of written notice of termination by the
Provider on the Client or the Provider may postpone carrying out the Services (both in
respect of this Contract or series of contracts or any other contract between the Provider and the Client) but without prejudice to the Provider's other rights.

19.3 The termination of the Contract howsoever arising will be without prejudice to the rights and
duties of either party accrued prior to termination.

20. Law

These Standard Terms & Conditions of Trade shall be governed and interpreted exclusively
according to the Law of England and shall be subject to the non-exclusive jurisdiction of the
English Courts.