TERMS AND CONDITIONS 2008

1. APPOINTMENT
The Buyer has appointed Mystery Shoppers Ltd to carry out Mystery Shopping Services.

2. DUTIES OF MYSTERY SHOPPERS LTD
2.1 Mystery Shoppers Ltd shall use all reasonable endeavours to provide the Services with reasonable care, skill and diligence and in accordance with current good practice.

2.2 The maximum liability of Mystery Shoppers Ltd in connection with this Agreement shall be limited to the refunding to the Buyer of any sums paid to it hereunder.

3. TIME FOR PERFORMANCE
Time for performance of the Services shall be as agreed from time to time. If Mystery Shoppers Ltd fails to perform any agreed service within any time limits specified by the Buyer, the Buyer shall have the right to require Mystery Shoppers Ltd to remedy such failure within a reasonable time; and if Mystery Shoppers Ltd fails to comply with such a requirement the Buyer shall have the right to terminate the Agreement.

4. PRICE AND PAYMENT
4.1 Where the price is dependent upon time taken, the Buyer shall have the right to inspect all work records and other documentation to satisfy itself that all time has been spent in the provision of the Services.

4.2 Unless otherwise agreed payment for a single project, or Wave of a multi-Wave project, will be made on the basis of set-up, plus 50% of the first wave of fieldwork and any management fees on contract or confirmation, 25% on completion of fieldwork and the remainder on delivery of all reports.

4.3 Mystery Shoppers Ltd will render invoices monthly unless otherwise agreed. The Buyer undertakes to pay invoices within 30 days of the date of the invoice.

4.4 Where information provided by the Client is not accurate and leads to extra work or expenses Mystery Shoppers Ltd is entitled to invoice for such work and expenses or – if some part of a programme is thereby incomplete - shall be invoiced as if completed.

5. EXPENSES
5.1 Where specifically agreed, the Buyer shall reimburse Mystery Shoppers Ltd for any expenses incurred by Mystery Shoppers Ltd in the performance of the Services.

5.2 Mystery Shoppers Ltd shall if requested submit receipts to support each claim for expenses.

6. INTELLECTUAL PROPERTY
The methodology (including Assessment Forms and Summary Reports) is the intellectual property of Mystery Shoppers Ltd and the Assessment Forms are copyright to Mystery Shoppers Ltd, except where contractual agreement is specifically made to the contrary.

7. CONFIDENTIALITY
7.1 Mystery Shoppers Ltd will not except in the proper course of its duties or as required by law, divulge to any person any trade or business secrets, data covered by the Data Protection Act or any confidential information concerning the Buyer which it obtains during the performance of the Services.

7.2 Mystery Shoppers Ltd shall not publish any matter concerning this Agreement or the internal affairs of the Buyer without the prior written approval of the Buyer.

7.3 Notwithstanding the above Mystery Shoppers Ltd may list the Buyer among clients for whom services have been performed.

8. TERMINATION
8.1 This Agreement may be terminated by either party by giving one calendar months' notice to the other.

8.2 In the event of cancellation by the Buyer Mystery Shoppers Ltd shall be entitled to invoice the Buyer for all work carried out, for any expenses arising from cancellation such as cancellation payments to a third party and for 50% of the value of the fees which would have been earned during the remainder of the contract.

8.3 Unless otherwise agreed, and in addition to para 8.2 above, work cancelled within 7 days of the planned start date shall be invoiced at 75% of the fee; work cancelled within 4 weeks of the first day of the month during which fieldwork was planned to start shall be invoiced at 50% of the fee.

9. COMMUNICATION
Any notice required to be given by one party to the other shall be in writing and shall be served by first class post or facsimile or by hand to the registered address of the party or such address as a party may from time to time notify to the other party.

10. FORCE MAJEURE
Neither party shall have any liability or be deemed to be in default for any failure in performance of the Services resulting from force majeure. However, if either party is unable to perform its obligations under the agreement for a period exceeding 30 days then the other party shall be entitled to terminate this agreement by giving notice to that effect to the other.

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