Terms and Conditions of Acceptance

1. Definitions

1.1 For the purpose of these Terms and Conditions:

"The Company" refers to Marketing 4 U Ltd and the companies on whose behalf it

acts as agent. The abbreviation ‘M4U’ is sometimes used in place of ‘Marketing 4 U

Ltd’.

"The Client" refers to the company or individual (if not an authorised representative

of a company) who places the distribution contract with M4U.

Section A – Standard Terms & Conditions:

The following Terms and Conditions apply to all orders accepted for door to door

distribution (or other specified services) to be carried out using the delivery network

(or other specified resources) directly owned & controlled by Marketing 4 U Ltd or other specified companies formally represented by M4U

Additional Terms and Conditions apply for work sub-contracted by M4U In, in part

or whole, to other companies or resources (e.g. third party Print Suppliers), which are

not directly owned & controlled by M4U and are subject to these

terms and conditions and those also specified in Section C.

2. Distribution

2.1 Distribution will normally take place to the individual addresses that usually

receive the relevant publication(s) within the area and on the date(s) scheduled.

This does not imply 100% penetration of all addresses within the area, nor does it

guarantee delivery to any particular property in the area.

2.2 Whilst every effort will be made to meet the agreed schedule, The Company

reserves the right to vary both the method and timing of the distribution. The

Company will use all reasonable endeavours to distribute material within 14 days of

the distribution date.

2.3 The stated distribution objectives and overall quantity distributed are subject

to a variance of up to 5% within the terms of the contract.

2.4 Distribution of an item cannot imply any guarantee of consumer response and

The Company offers no claims or guarantees with regards to response or

awareness levels. It should be noted that low consumer recall does not and cannot

under any circumstances imply low distribution efficiency.

3. Supplies (for distribution)

3.1 Unless otherwise agreed or specified by The Company, supplies should be

received by 7 working days prior to the week of distribution.

3.2 Unless otherwise agreed or specified by The Company, supplies should be

packed in accordance with the guidelines recommended by the Direct Marketing

Association (DMA).

3.3 The Company reserves the right to make an additional charge or to refuse to

accept or deliver any material which is incorrectly packaged at its absolute

discretion.

3.4 The Company will make all reasonable endeavours to check the quantity of

material supplied in bulk, and advise Clients of any delays or significant variance

above or below the quantity required to fulfil the distribution contract.

3.5 The Company cannot accept responsibility for variances in supply due to

packaging errors (i.e. quantities within cartons) or errors which occur due to

inaccurate delivery notes, but will endeavour to advise the Client when significant

variances arising from such errors are identified.

3.6 In the event of a delay or error in the quantity of items supplied, distribution

will be carried out at the earliest subsequent opportunity, with any additional costs

notified in advance of distribution.

4. Cancellations and Alterations

4.1 Notice of at least seven days (prior to the beginning of the distribution week)

must be given for any cancellation or alteration to distribution arrangements of a

standard (shared) distribution. At least fourteen days notice must apply in the case

of “Design to Door” distributions.

4.2 If such notice is not provided, The Company reserves the right to levy a

cancellation charge and recover reasonable costs related to the planned

distribution.

5. Content

5.1 All orders are accepted subject to approval of the content of the item. The

Company reserves the right to cancel or refuse to accept any order, in full or part,

without giving an explanation. The Company will not accept for delivery items which

infringe the British Code of Advertising, Sales Promotion and Direct Marketing (The

CAP Code) and will be guided by the Committee of Advertising Practice (CAP) /

Advertising Standards Authority on such matters.

5.2 The Client shall fully and effectively indemnify M4U in respect of any

damages, losses, costs or expenses incurred by M4U, or any claims, action or

proceedings, threatened or actual against M4U arising from the nature of

content of the items distributed whether such liability arises from a defect in design or

breach of any third party’s intellectual property rights or if the goods fail to comply in any

way with any codes, restrictions, legislative obligations or voluntary codes of practice

(examples including but not limited to indecent or offensive material, material breaching

ASA or other guidelines).

6. Distribution Queries

6.1 In the event of any queries arising from the distribution, The Company undertakes

to investigate such queries, provided that they are reported within a reasonable period of

time (normally five working days from the planned distribution completion date) and that

sufficient information is made available (e.g. full address details where relevant). The

results of any such investigations will be reported to the client within a reasonable time

scale. Any relevant documentation will be made available for inspection by the client at

The Company's offices.

6.2 In the event of a localised shortfall in distribution being identified and

substantiated, this will be rectified and subsequent delivery will be considered as

fulfilment of the contract. If this is not practicable, then credit will be offered to the client

in direct proportion to the substantiated shortfall in distribution, in line with the terms

specified in sections 2 and 3. Under no circumstances will The Company accept any

liability in excess of the value of the distribution contract to The Company.

7. Insurance & Indemnity

7.1 The Company indemnifies the client against any third party claims arising from the

action of its staff or agents involved in the distribution.

7.2 Excluding all other liabilities, The Company undertakes to insure the client’s

material against all risks whilst it is in The Company's possession. In the event that any

or all of the material for distribution is damaged or destroyed whilst in the possession of

The Company or its agents, The Company's liability is deemed to be strictly limited to the

production costs of the material. The Company accepts no liability for any form of

consequential loss.

8. Payment

8.1 All Contracts must be paid for in advance of fulfilment.

The amount to be paid is shown on the confirmation of order and will include VAT

at the standard rate.

8.2 The Company's invoices relating to distribution contracts will be settled by the

Client in accordance with these Terms and Conditions as indicated on the invoice.

8.3 In the event of a query or dispute concerning any part of a distribution contract or

invoice, such part will be treated as severable from the remainder of the contract /

invoice and the balance of the invoice shall be settled promptly in accordance with these

Terms and Conditions.

9. General

9.1 Unless otherwise stated, the price quoted applies only to the distribution of items

on behalf of individual advertisers and/or businesses who are promoting their own

goods, services, functions, etc. via material specifically printed on their behalf.

9.2 Additional Terms and Conditions will apply for distributions or other services that

are sub-contracted by The Company, in part or whole, to other companies or resources

(e.g. third party Printing services) not directly owned & controlled by M4U  (see Section C). Where a third party’s Terms and Conditions vary materially from

the Terms and Conditions laid out in Section A and Section C, such Terms and

Conditions will be supplied and will apply to the relevant part of the distribution contract

in addition to these Terms and Conditions. The method(s) of distribution or other

specified resources utilised in fulfilling a contract will be stated on The Company’s

confirmation of booking.

9.3 These Terms and Conditions are the basis on which the distribution contract is

accepted and where any conflict may arise will be deemed to override any other Terms

and Conditions related to this contract.

Section B - Additional Terms & Conditions - Inserts into Paid For Publications

These additions terms and conditions apply to inserts in paid for titles and should be

read in conjunction with Section A.

10. Packing Instructions

10.1 M4U has specific requirements for presentation of stock,

details of which are available upon confirmation of booking. Should the items not be

received in the format required then M4U reserves the right to refuse the supplies

or apply an additional charge for re-packing supplies.

Terms & Conditions of Acceptance

11. Insert Specification

11.1 Each M4U Distribution has varying technical specifications and terms of

acceptance, details of which are available upon confirmation of booking.

11.2 Sample copies of the item to be inserted should be supplied in advance of

insertion date to ensure acceptability.

12. Insertion

12.1 The overall quantity inserted is subject to a variance of up to 5% within the

terms of the contract. If the volume not inserted is 5% or less of the booked

campaign (either an individual title or multiple titles) the full amount will be invoiced.

13. Timing

13.1 In exceptional circumstances, M4U reserves the right to change the

insertion date.

14. Supplies

14.1 Supplies must be received at the correct location, by the deadlines supplied

and presented in the format required.

14.2 If there is a shortage in supply then M4U will still charge for the full

booking quantity.

14.3 Where significant over supplies remain following an insertion, supplies will be

kept for 7 days for collection by the customer and then disposed of.

15. Certificate of Insertion

15.1 Following completion of each insertion a Certificate of Insertion can be

provided by M4U In on request.

16. Cancellations

16.1 M4U reserves the right to charge for the full campaign if stock does not

arrive or if booking is cancelled less than one week prior to insertion.

Section C - Additional Terms & Conditions - Out of Area Delivery

The following Terms and Conditions apply to all orders accepted for door to door

distribution (or other specified services) carried out by specified companies sub-

contracted by M4U, in part or whole, to other companies or resources (e.g. third

party printers/distributors), which are not directly owned & controlled by M4U. They should be read in conjunction with Section A.

17. Incorporation of Conditions

17.1 These conditions shall be incorporated into all agreements between M4U

and the Client and shall supersede any previous trading practice between M4U

and the Client and shall override any conditions stipulated by the Client. No

amendment to these conditions shall be effective unless previously agreed in writing

by authorised representatives of the parties.

18. Formation of Contract

18.1 The Client’s acceptance of M4U’s quotation does not create a contract

between M4U and the Client but shall be deemed to be an offer to enter into

the contract upon these conditions. A contract does not arise until either M4U

have accepted the Client’s order in writing or (if earlier) have started to perform

the contract, whereupon the Client will be deemed to have accepted these

conditions.

19. M4U’s Obligations

19.1 M4U agrees to use its reasonable endeavours to distribute the items as

specified according to the agreed schedule.

19.2 Unless otherwise agreed, one item will be delivered per letterbox, except

where there is evidence of more than one family in a house.

19.3 A tolerance of 5% under or over the estimated total to be distributed is

allowed within the agreed cost. If the overall total actually distributed falls short

by more than 5% of the estimated total, a credit may be allowed to the Client at

the contract rate per thousand unless the shortfall is caused by the Client failing

to deliver sufficient goods of materials for distribution or delivering sufficient

goods or materials late.

19.4 M4U reserves the right to refuse to distribute to properties where, in its

absolute discretion, it considers it would be unsafe or undesirable so to do.

Distribution figures are estimates only and shall not be of the essence of the

contract. Whilst M4U will make all reasonable efforts to distribute to the total

number of households in the estimated distribution figure, this figure does not

imply 100% coverage of all households in the contracted area.

19.5 Where M4U acts as agent of the Client when purchasing services from

Royal Mail Group plc (“Royal Mail”) or other postal provider, the Client shall have

a direct contractual relationship with that company under which that company’s

terms and conditions shall apply to the service and the Client shall be

responsible for compliance with such terms and conditions, including payment of any

cancellation charges.

20. Delays

20.1 Any delays which may occur that originate with the Client or the Client’s agents

or contractors are the Client’s responsibility and any extra expenses resulting from

such delays will be charged in addition to the fixed price for the contract.

20.2 M4U will do what is reasonable to achieve complete distribution within the

agreed period of the distribution but it shall not be held responsible for any delay

caused by weather or any other circumstances outside its own control (including,

without limitation, a default, delay, non-performance or cancellation for any reason by

any third party). If such a delay occurs M4U will continue the distribution until the

contracted coverage has been completed, unless the Client requires otherwise, in

which case the Client will be responsible for the cost of storage, disposal, collection

or return of all surplus material.

21. Distribution Queries

21.1 Complaints concerning non-delivery or incorrect delivery must be made in

writing to M4U within five working days of the alleged non-delivery or incorrect

delivery. The complaints must include the addresses involved. Complaints received

after this period will not be considered. A minimum of 10 addresses within a postcode

sector must be supplied in order for M4U to investigate non-delivery.

22. Items for Distribution

22.1 The Client shall provide M4U with a PDF copy of the item for distribution

prior to the commencement of the distribution. Providing such a copy shall not relieve

the Client of any of its obligations under these conditions but failure to provide a copy

may result in a door drop being declined by Royal Mail. M4U shall not be liable for

any losses, costs, charges, fees or other liabilities which the Client or any third party

suffers or incurs as a consequence of Royal Mail’s decision.

23. Liability

23.1 Nothing in these conditions shall be interpreted as excluding or restricting any legal

liability of M4U for death or personal injury arising from its negligence.

23.2 Where a claim against M4U for failure to deliver has, after the appropriate

investigation, been shown to exist, M4U’s liability for that particular failure shall not

exceed the pro-rata price of such non delivery in relation to the contract price as a whole.

M4U total liability to the Client in respect of negligence, breach of contract,

misrepresentation or otherwise shall in no circumstances exceed the contract price

(exclusive of any VAT) in respect of any occurrence or series of occurrences.

23.3 The parties agree that in view of the contract price agreed and on a fair

apportionment of risk M4U shall have no liability in contract, tort (including negligence

or breach of statutory duty) or otherwise (i) for any special, indirect or consequential

damage of any nature whatsoever suffered by the Client whatever the cause of it, (ii) for

loss of goodwill, anticipated or future profits, business, contracts, revenues or anticipated

savings or (iii) for any increased costs or expenses.

23.4 M4U gives no warranty and accepts no liability in respect of the response rate to

any distribution. In particular, the Client acknowledges that the address coverage

provided by M4U is not the same as and may be more limited than the coverage

normally provided by the Royal Mail or other postal provider.

24. Increased Charges

24.1 If, between the date of the Distribution Contract and the completion of distribution

by M4U, the cost to M4U of supplying the service necessary to fulfil its obligations

increases then M4U shall be entitled, by written notice, to require that all such

increases will be borne by the Client and the contract price will be increased accordingly.

25. Law & Jurisdiction

25.1 The Distribution Contract is made under English law and the parties submit to the

jurisdiction of the English Courts.