DOR-2-DOR TERMS & CONDITIONS OF BUSINESS

All material is accepted for distribution or printing and distribution subject only to the following terms and conditions

1. GENERAL

In so far as the context admitsthese terms and conditions are deemed to be incorporated into any agreement entered into with DOR-2-DOR for the provision of door to door leaflet distribution services.

2. DEFINITIONS

Franchise - DOR-2-DOR is a franchise all offices are independently owned and operated. For the purposes of these terms and conditions DOR-2-DOR refers to DOR-2-DOR(UK) or a single independent franchisee where the name DOR-2-DOR(UK) refers to the franchisor or head office operation. DOR-2-DOR (UK) accepts no responsibility for the conduct of its franchisees although at all times it will endeavour to ensure that franchisees provide the highest quality service in accordance with its internal operational manuals. DOR-2-DOR (UK) will assist any client of a franchisee to investigate a complaint regarding quality of service or otherwise provided by a franchisee.

Agreement - means the terms and conditions set out hereunder

Client - means the individual firm or limited company specified to who the Services are to be provided

Services - means the Printed Material and the services to be provided by DOR-2-DOR in accordance with this Agreement (details of the services as set out below)

User - means the individual firm or limited company or other party as may be specified below that is to use the Services

Bureau - means any third party which is responsible to the Client and/or the User and which is to assist Client and/or the User in using the Services

Post People/Person - is the individual that will carry out the distribution of the material to the letterbox

Composite Town Areas - these are the areas that DOR-2-DOR have defined as the main conurbation of a town and subdivided into Distribution Rounds

Distribution Rounds - these are the area(s) that DOR-2-DOR has designed that the Post Person will walk in the process of delivering the material the average number of households in a Distribution Round is 1,000.

3) ARRANGEMENTS

All arrangements made with DOR-2-DOR must be made in writing before the commencement of the distribution by first class post, fax or email, verbal agreements may be accepted but will have no validity in the event of a dispute.

Date of the agreement by DOR-2-DOR to distribute the material is the date agreed with the client for the material to commence distribution to residential or business letterboxes in the agreed area, the material must be with DOR-2-DOR minimum of 5 working days or as otherwise agreed for distribution to commence on the agreed date.

The time that DOR-2-DOR takes to distribute the material to the residential households in the case of a Door Drop or business premises in the case of a business drop will depend at all times on the availability of DOR-2-DOR Post Person to carry out the distribution. If a specific start and completion date is required these dates must be agreed before commencement of the distribution

Material accepted for distribution by DOR-2-DOR will normally be carried out by its own distribution force. The distribution will be delivered into DOR-2-DOR main conurbation or large village distribution rounds. Maps of the Main Conurbation or Large Village Distribution Rounds are available from DOR-2-DOR (UK), the local franchisee covering the required area or from the DOR-2-DOR web site. DOR-2-DOR or its franchisee outlet may agree from time to time to deliver into a specific area other that a predefined distribution round, however this predefined area must be agreed in writing before commencement of the distribution.

4) TYPES OF DISTRIBUTION

Shareplan Select; The distribution will be carried out with an unspecified number of other client leaflets which will as far as possible will be of non competitive nature; Clients leaflets will be distributed to DOR-2-DOR Distribution Rounds nominated specifically by the client

Shareplan Standard; The distribution will be carried out with an unspecified number of other client leaflets which will as far as possible will be of non competitive nature; Clients leaflets will be distributed to DOR-2-DOR Composite Town Areas nominated specifically by the client. The distribution will be of a minimum of 10,000 delivery points, the client will not normally nominate individual DOR-2-DOR Distribution Rounds

Solus: The distribution will be carried out with no other client leaflets but the solus client material will normally be accompanied by a DOR-2-DOR Delivery Audit Voucher (DAV) backchecking leaflet at the discretion of DOR-2-DOR. Distributions of this type will normally be to client specified DOR-2-DOR Distribution Rounds. Clients leaflets will be distributed to DOR-2-DOR Composite Town Areas normally nominated specifically by the client.

Solusplus: The distribution will be carried out with an pre agreed number of other as far as possible non competitive client leaflets and the Solusplus client material will normally be accompanied by a DOR-2-DOR Delivery Audit Voucher (DAV) backchecking leaflet at the discretion of DOR-2-DOR. Distributions of this type will normally be to client specified DOR-2-DOR Distribution Rounds

Village Shareplan: The distribution will be carried out to village locations (locations normally of 1,000 households or less) normally on a solus basis but at the discretion of DOR-2-DOR with an unspecified number of other client leaflets which will normally be of a non competitive nature DOR-2-DOR will at its own discretion also include a Delivery Audit Voucher (DAV)

Time sensitive material - The client must advise prior to quotation if the material is dated or time sensitive, such material may be subject to a surcharge. If DOR-2-DOR are not advised at the time of the quotation if the material is dated or time sensitive DOR-2-DOR do not accept responsibilty for late delivered material.

5) PRICE

Price is the rate quoted for carrying out the distribution taking into consideration the size and weight of the material and the length of time agreed for the distribution to be carried out. The price quoted in writing will be held good for 30 days from the date of the quotation.

6) NUMBER OF HOUSEHOLDS

The number of households or Delivery Points in each DOR-2-DOR delivery round has been calculated using postcode information from the Royal Mail Postal Address File (PAF) file. The number of Delivery Points however has been rounded up to achieve a maximum level of penetration.

7) LEVEL OF PENETRATION

In the defined area of a DOR-2-DOR Distribution Round or other agreed distribution area DOR-2-DOR will use its best endeavours to achieve 100 percent coverage to delivery points in the defined area. However due to the logistics of delivering unaddressed material and the location of delivery points the DOR-2-DOR Post Person may not always be able to find all delivery Points or letterboxes in the defined area, therefore the level of penetration of the distribution may be less than 100%. In all circumstances DOR-2-DOR cannot guarantee to reach every letterbox in the defined area but it will carry out its best endeavours to reach the maximum level of penetration. DOR-2-DOR will only at its discretion deliver to shops and business premises in the Distribution Round

8) CIRCUMSTANCES WHERE DELIVERY MIGHT NOT TAKE PLACE

It is emphasised that there are number of specific reasons why an individual property might not receive an item;

i) The material is unaddressed and therefore the DOR-2-DOR Post Person may not realise that they have not delivered to a specific property.

ii) The property in question may not have a letterbox or the letterbox may not be in the front door of the property

iii) If the property is multi occupancy ie a converted house or block of flats it may not be possible to gain access to all separate occupancies in the residence. Sometimes due to security at the building it may not be possible to gain access to deliver any unaddressed material.

iv) If there is a warning of a dog at the premises DOR-2-DOR and or its deliverer will at its discretion not attempt to deliver to the property

vi) If there is a notice at the property advising that the resident or residents do not wish to receive unaddressed material or the resident has written to DOR-2-DOR or the Door Drop Preference Service (DPS) to the effect that they do not require unaddressed material to be delivered we will not deliver to that address.

vii) delivery will not normally be made to obviously empty or derelict properties or where the access to the premises may be hazardous to the safety of the Post Person

9) SURPLUSES AND SHORTFALLS

The number of leaflets supplied to DOR-2-DOR will be checked for accuracy using an electronic counting device. If there is insufficient material to complete the area required the client will be advised. If there quantity of the material is greater than the amount need to complete the area nominated by the client the excess material will be retained and the client given the option to collect the surplus material at his cost or to nominate suitable addition areas where the materiel can be distributed to.

10) ACCEPTANCE SUBJECT TO THE BRITISH CODES OF ADVERTISING

All material is accepted for distribution only on the basis that it meets the conditions of the British Codes of Advertising. DOR-2-DOR will not accept any material of a sexual, salacious or racist nature. All offerings made by the advertiser should be morally and legally acceptable. DOR-2-DOR retains the right to refuse any material for distribution that it considers unacceptable or inappropriate.

11) PAYMENT

Payment is to made to DOR-2-DOR(UK) or its franchisee(s) on receipt of invoice (or prior to receipt, where the agreed cost has been stated). DOR-2-DOR or its franchisee do not provide credit terms for the provision of leaflet distribution services or printing. Payment is expected from the client on the basis that DOR-2-DOR or its franchisee has provided a reliable leaflet distribution service and payment must not be withheld subject to the level of response or number of enquiries received to the campaign or the leaflet distribution.

12) SECURITY OF MATERIAL

The material for distribution by DOR-2-DOR will be held in a secure and dry location whilst the distribution is carried out. The storage of the material however should be insured by the client company in the event the insurers of DOR-2-DOR or its franchisee refuse to pay on any individual claim for loss or damage to material made by DOR-2-DOR or its franchisee on their insurers. DOR-2-DOR (UK) will not be held responsible in any way for the security or otherwise of material held by its franchisees on behalf of their client(s)

13) CANCELLATION

The client may cancel the contract or any part of the contract anytime before the commencement of the distribution of the material providing the material is still in the possession of the DOR-2-DOR office where the distribution was being organised. However if the material has been transferred to the Post Person(s) who has been allocated to carry out the distribution then that contract or part of that contract cannot be cancelled and the material will be distributed. Where a cancellation is accepted by DOR-2-DOR the material must be collected by the client from the office to which it has been sent or a transport charge will be made for returning the material to the client. All monies paid by the client to DOR-2-DOR for the distribution of the material will be refunded less a cancellation charge of 10% of the contract value. If it becomes necessary for DOR-2-DOR to cancel a contract for any reason the material will be returned to the clients premises at the cost of DOR-2-DOR and a full refund of monies paid in respect of that contract. DOR-2-DOR reserves the right to cancel any contract with reasonable notice.

14) INDEMNITY

The client shall indemnify and keep indemnified DOR-2-DOR from and against any and all liability loss claims demand costs or expenses of any kind whatsoever which it shall at any time suffer or incur

15) FORCE MAJEURE

Notwithstanding anything herein contained neither party shall be under any liability to the other ins respect of any failure to perform or delay in performing any of its obligations hereunder which is due to any cause whatsoever nature beyond its reasonable control and no such failure or delay shall be deemed for any purpose to be a breach of the Agreement

16) ASSIGNMENT AND SUBCONTRACTING

The rights granted to the Client hereunder are personal to it and the Client shall not assign or grant any rights in respect of or otherwise deal in the same DOR-2-DOR shall be entitled to assign or sub-contract the provision of the Services (or any part thereof) to any third party and reference in the terms and conditions to DOR-2-DOR shall be deemed to include to such assignee or subcontractor

17) WAIVER

Failure or delay by either party to enforce any of the provisions of the agreement shall not operate as a waiver of any of its rights hereunder or operate so as to bar the exercise or enforcement thereof at any time or time

18) SEVERENCE

The agreement is severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of the agreement

19 LAW

These Terms and Conditions shall be governed by and construed in accordance with English law and the parties hereto agree that the English Courts shall have exclusive jurisdiction.