Quantum Marketing Standard Terms of Trade

1. Provision of Services/Projects

Quantum Marketing (‘Quantum’) undertakes to provide Services/projects (‘Services’), which include telemarketing man-days, management of those man-days including project set-up, data cleansing, associated reporting and other support services as agreed.

Quantum will not commence any Service until a valid purchase order is received.

2. Suspension of Services

Quantum reserves the right to suspend the provision of the Services until such time as overdue amounts have been paid. The Client may suspend Services for up to four weeks by giving at least five working days’ notice in writing. Payment terms will not be affected.

3. Termination of Services

The Client may terminate the Services at any time giving a minimum of five working days’ notice in writing. Upon such termination the Client shall pay compensation to Quantum Marketing that will be equal to 25% of the total value of Services already contracted, which cannot be delivered because of the termination.

4. Invoice and Payment Terms

Quantum will invoice the client upon receipt of a valid purchase order.

Invoices will be paid within 30 days of the date of issue.

5. Intellectual Property Rights

The copyright and any other intellectual property rights in any documentation reports or similar created by Quantum specifically for the Client shall belong absolutely to the Client. Quantum shall execute all such documents necessary to assign the aforementioned rights to the Client. The copyright and other intellectual property rights associated with the collection and cleansing of the Quantum database and other related data, shall belong absolutely to Quantum.

6. Tax

To the extent applicable, Client shall pay applicable sales tax, use tax or other similar tax incurred as a result of Services provided to Client under this Agreement, excluding franchise and privilege taxes, taxes based upon the income or gross receipts of Quantum or employment taxes for Quantum’s personnel, upon receipt of a valid tax invoice from Quantum and Quantum shall pay all collected taxes to the appropriate taxing authority. If Client has tax-exempt status, Client shall provide written evidence of such status to Quantum to sustain exemption from such taxes. If Quantum fails to set forth such tax in an invoice then Quantum shall be responsible for payment of such tax, any interest, penalties or other assessments whether assessed against Client or Quantum.

7. Indemnities

Quantum agrees to indemnify, defend and hold Client, and its agents, successors and assigns, and its designated agents acting for it in the management and events related to the Services, harmless from and against all losses, damages, liabilities and claims arising from any negligence or misconduct by Quantum, its employees or agents.

8. Limitation of Liability

Except for intellectual property violations, breach of confidentiality, indemnification obligations or damage to real/tangible property and bodily injury (including death) caused by a party’s negligence (a) in no event will Quantum’s party’s total and cumulative liability to the other party under this agreement, whether in contract, tort or otherwise, exceed a multiple of three times the amount actually paid to Quantum under this Agreement, such amount being limited in cases where a purchase order issued as part of this agreement covers more than one period a number of projects to only the individual period or project under dispute; (b) In no event will Quantum be liable under this Agreement, whether in contract, tort or otherwise, for any indirect, special, consequential or incidental damages, or damages arising from lost profits, loss of business, revenue and data or damage to reputation and goodwill, however caused, even if Quantum is advised of the possibility of such damages.

9. Non-solicitation

The parties to this Agreement undertake not to recruit, nor attempt to recruit, whether directly or indirectly, any member of the other party’s staff employed in the provision of the Services to the Client during the provision of those Services, and for a period of twelve months thereafter. If the Client breaches this agreement, damages will be payable equal to 100% of the relevant employee’s final annual salary. The foregoing restrictions shall not apply to advertisements for employment which are directed to the general public.

10. Assignment

Neither party shall assign the rights and obligations under this Agreement without the prior written authorization of the other party, such authorization shall not be unreasonably withheld.

11. Law

These Terms shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.