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TERMS AND CONDITIONS

Section 1 TNT Post UK Limited

Service (a) Premier & PremierSort
Service (b) PremierSort Flex

Section 2 TNT Post (Doordrop Media) Limited

Section 1 - TNT Post UK Limited

Service (a) Premier & PremierSort Services

1. Who is covered by these terms and conditions?

These conditions apply to you, the sender, of the mailing of items and anyone else who has an interest in the mailing. Your contract is with TNT Post UK Limited ("TNT Post") and you accept that these conditions can also be relied upon by all of our affiliates and anyone who collects, transports, delivers or otherwise handles the mailing or any of its contents. A change to these conditions is only valid if there is a separate written agreement, signed by you and a fully authorised representative of TNT Post. Unless we have a separate written agreement with you which says otherwise, we will choose the routing of your mailing and the subcontractors and agents we use.These conditions apply to you, the sender, of the mailing of items and anyone else who has an interest in the mailing. Your contract is with TNT Post UK Limited ("TNT Post") and you accept that these conditions can also be relied upon by all of our affiliates and anyone who collects, transports, delivers or otherwise handles the mailing or any of its contents. A change to these conditions is only valid if there is a separate written agreement, signed by you and a fully authorised representative of TNT Post. Unless we have a separate written agreement with you which says otherwise, we will choose the routing of your mailing and the subcontractors and agents we use.

2. What items do we not accept?

We do not accept, and you must not require us to deliver, any items which are prohibited by any law, dangerous goods rules or any regulation or code of practice such as the British Codes of Advertising and Sales Promotion or which do not comply with the provisions of our Customer Guide (these are called "Prohibited Items"). We may require you to show us samples of the items you wish to ship but, whether or not we do ask for this, it is your full responsibility to ensure that no Prohibited Items are handed over to us. If you do hand over any Prohibited Items, you agree to indemnify and hold us fully harmless from any claims made against us and for any loss, liability or damage we may incur and you also agree that we can deal with any Prohibited Items in whatever way we think fit. We reserve the right to refuse to accept or collect a mailing from you, at any time, for any reason including if we have reason to believe the mailing contains Prohibited Items.

3. Opening items

In order to make sure that there are no Prohibited Items (these are described in condition 2) and to comply with disclosure requirements imposed by law or under the TNT Post postal licence, we may need to open your mailing. You understand that we have this right and will hold us harmless against any claims we may receive or make good any loss or damage we incur.

4. How much compensation are you entitled to if we fail to perform?

We will do our best to deliver your mail safely and on time but we do not accept unlimited responsibility for anything that happens to your mailing. If your mailing, or any of the items in it, is lost or damaged we will compensate you for direct losses which you suffer (i.e. the actual cost of the lost item), up to a maximum of 10 pence per item or £2 per kilo (whichever is the lower), and subject to a maximum overall liability of £1 million for each and every incident arising out of the same event or occurrence and with an aggregate liability of no more than £ million. We do not accept and expressly disclaim any liability for special, indirect, incidental or consequential losses or damages (including, but not limited to, loss of opportunity, wasted costs or lost profits) or loss which is caused by something over which we have no direct control (e.g. force majeure or a service provided by Royal Mail provided that if TNT Post receives compensation from Royal Mail in respect of the Customer's mailing, it shall account to the Customer for the amount received). Delivery times are not guaranteed, therefore, we do not accept any liability if you mailing is delayed. If your mailing needs protection above the limits in these conditions, we advise you to take out appropriate insurance. In the exceptionally unlikely event that our negligence results in physical injury or death, we do not limit our liability.

5. Undelivered items

If a mailing or any item is not delivered for whatever reason, you permit us to open the item and to try to return it to you, at your cost. We will try to contact you to reach agreement on how to deal with such items but, in order to minimize our costs and disruption to our business, you agree that we can deal with such undelivered items in any way we consider appropriate (which may involve arranging for delivery, returning them to you or arranging for collection by you or selling or destroying the items). If any charge is levied by Royal Mail or another operator for handling any undelivered items, those charges will be passed on to you, at cost.

6. How to bring a claim for loss or damage?

Even if you have a claim that the service was not properly performed, you agree to pay the charges for the mailing and all of our costs, independently of any eventual settlement. If you do have a claim for loss or damage to a mailing or any items contained in a mailing, you agree that you will:

Report it in writing to our Customer Service Centre at TNT Post, 1 Globeside Business Park, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1HY and
Do so as soon as possible and, at the very latest, within 30 days of the date of collection.

If you do not comply with this procedure, we will not accept liability for any such lost or damaged items.

7. Our property

If we make any property available to you to enable us to provide the service, you must keep it in a secure location and use it only in connection with our services. You must not let any third party use the property unless we have given you our written consent. If we request you to return any such property, you must do so immediately and, if you do not, you acknowledge that we can charge you for replacing it. If there is any loss or theft of, or damage (beyond fair wear and tear) to, the property we will be entitled to claim compensation from you, to cover our costs of repair or replacement.

Service (b) PremierSort Flex Services

1. Who is covered by these terms and conditions?

These conditions apply to you, the sender, of the mailing of items and anyone else who has an interest in the mailing. Your contract is with TNT Post UK Limited ("TNT Post UK Ltd", "we" or "us") and you accept that these conditions can also be relied upon by all of our affiliates and anyone who collects, transports, delivers or otherwise handles the mailing or any of its contents. A change to these conditions is only valid if there is a separate written agreement, signed by you and a fully authorised representative of TNT Post UK Ltd. unless we have a separate written agreement with you which says otherwise, we will choose the routing of your mailing and the subcontractors and agents we use.

2. What items do we not accept?

3. Opening items

In order to make sure that there are no Prohibited Items (these are described in condition 2) and to comply with disclosure requirements imposed by law or, since we act as agent under the TNT Post UK Limited ("TNT Post UK") postal licence, under the TNT Post UK postal licence, we may need to open your mailing. You understand that we have this right and will hold us harmless against any claims we may receive or make good any loss or damage we incur.

4. How much compensation are you entitled to if we fail to perform?

We will do our best to deliver your mail safely and on time but we do not accept unlimited responsibility for anything that happens to your mailing. If your mailing, or any of the items in it, is lost or damaged we will compensate you for direct losses which you suffer (i.e. the actual cost of the lost item), up to a maximum of 10 pence per item or £2 per kilo (whichever is the lower), and subject to a maximum overall liability of £1 million for each and every incident arising out of the same event or occurrence and with an aggregate liability of no more than £1 million. We do not accept and expressly disclaim any liability for special, indirect, incidental or consequential losses or damages (including, but not limited to, loss of opportunity, wasted costs or lost profits) or loss which is caused by something over which we have no direct control (e.g. force majeure or a service provided by Royal Mail provided that if we receive compensation from Royal Mail in respect of your mailing, we shall account to you for the amount received). Delivery times are not guaranteed, therefore, we do not accept any liability if your mailing is delayed. If your mailing needs protection above the limits in these conditions, we advise you to take out appropriate insurance. In the exceptionally unlikely event that our negligence results in physical injury or death, we do not limit our liability.

5. Undelivered items

6. How to bring a claim for loss or damage?

report it in writing to our customer service department at TNT Post UK Limited, 1 Globeside Business Park, Fieldhouse Lane, Marlow, Buckinghamshire, SL7 1HY and
do so as soon as possible and, at the very latest, within 30 days of the date of collection.

If you do not comply with this procedure, we will not accept liability for any such lost or damaged items.

7. Complaints

If you have a complaint, you should contact your account handler.

8. Payment terms

Invoices must be paid in full and funds cleared within 14 days of date of invoice (21 days if paying by direct debit), unless condition 9 applies. No set-off is permitted. Prices are stated exclusive of applicable VAT. 9. Security for payment

We may agree a credit limit with you and if you exceed that limit, we shall not be required to provide you with any services. You shall, if requested, pre-pay the estimated cost of mailing for the next 30 days or other amount we specify.

10. Late payment interest

Interest at the statutory interest rate plus statutory compensation (calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended) may be applied by TNT Post UK Ltd to payments which are overdue.

11. Service

Service levels are targets and are not guaranteed. In this condition, for collections, working days means Monday to Friday inclusive, except public holidays in the relevant part of the United Kingdom. For handover to Royal Mail and delivery by Royal Mail, working days means Monday to Saturday inclusive, except public holidays in the relevant part of the United Kingdom.

2 day service - Mail collected (day 0) and no less than 98% of total volumes delivered to Royal Mail on the first working day following collection (day 1). Royal Mail aims to make delivery on working day 2 of 95% of total volumes received from TNT Post UK Ltd.

3 day service - Mail collected (day 0) and no less than 98% of total volumes delivered to Royal Mail on the second working day after collection (day 2). Royal Mail aims to make delivery on working day 3 of 95% of total volumes received from TNT Post UK Ltd.

12. Price

Please note that prices are subject to change for a number or reasons such as: if costs beyond our reasonable control increase, e.g. if there is any change in the prices charged by Royal Mail for delivery of mail; or if the actual volumes or mail profile differ from the figures in section 3. We will confirm in writing giving 30 days notice of any change in price.

13. Rejected Mail Rates

Where less than 95% of the mail can be read by our machines there will be a charge for every item which needs to be manually sorted (which exceeds a reject rate of 5%) and all or part of your mailing may be processed a day later than the service outlined in 2 of the contract.

Non machineable mail which includes mail for a BFPO address or an address outside the United Kingdom, mail without a full address or that does not comply with or is not presented in accordance with the specification outlined in the TNT Post UK Ltd PremierSort Flex Customer Guide shall be defaulted to the TNT Post AllSort product, if possible operationally and TNT Post so elects and you shall pay the TNT Post UK Ltd applicable AllSort rates plus a 0.5p/item handling fee.

14. Our Property

15. Presentation requirements

Your mail must be presented to us in an approved receptacle, items must be no larger than C4 size, all items must be upright, have a clearly typed postal address with full postcode; all items must be facing the same direction and mail must either (a) be without any indicia, stamp or other postal marking OR (b) be with an indicia, approved by TNT Post UK Ltd, on the items. We will inform you of any other special presentation requirements which you need to comply with.

16. Returned mail

A return address must be included on each item. This address must be in the United Kingdom. Mail which cannot be delivered, for reasons as advised by Royal Mail, will be returned by Royal Mail free of charge, to the address printed on the mail piece. Each mail piece should be printed with the return address you have agreed with us. There will be no return service for mail addressed outside of the UK, other than BFPO addresses overseas.

17. Termination

We can terminate this agreement by giving you no less than 7 days' notice at any time or immediately if you are insolvent or unable to pay your debts as they fall due. You can terminate at any time after the end of the minimum term by giving us no less than 30 days' notice.

Section 2 TNT Post (Doordrop Media) Ltd

CONDITIONS OF ACCEPTANCE

1. INCORPORATION OF CONDITIONS

1.1 These conditions shall be incorporated into all agreements between TNT Post (Doordrop Media) Limited, registered in England under number 613278 ("TNT Post") and the Client and shall supersede any previous trading practice between TNT Post 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.

2. FORMATION OF CONTRACT

2.1 The Client's acceptance of TNT Post's quotation does not create a contract between TNT Post 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 TNT Post 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.

3. TNT POST'S OBLIGATIONS

3.1 TNT Post agrees to use its reasonable endeavours to distribute the items as specified according to the agreed schedule.

3.2 Unless otherwise agreed, one item will be delivered per letterbox, except where there is evidence of more than one family in a house when one item will be delivered for each family (up to a maximum of four families). No distribution will be made to commercial property.

3.3 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.

3.4 TNT Post 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 TNT Post 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.

3.5 Where TNT Post acts as agent of the Client when purchasing services from Royal Mail Group plc ("Royal Mail"), the Client shall have a direct contractual relationship with Royal Mail under which the relevant Royal Mail 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.

4. DELAYS

4.1 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. Charges for delays, postponements and amendments are set out at www.tntpost.co.uk

4.2 TNT Post 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. If such a delay occurs TNT Post 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.

5. COMPLAINTS

5.1 Complaints concerning non-delivery or incorrect delivery must be made in writing to TNT Post within 3 weeks 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 TNT Post ( Doordrop Media) Ltd to investigate non-delivery.

5.2 If any complaints after investigation prove to be unfounded then TNT Post (Doordrop Media) Ltd reserve the right to claim from the Client the costs and expenses involved in such investigation.

6. ITEMS FOR DISTRIBUTION

6.1 Unless otherwise stated the contract price is calculated on the basis of the distribution of a single item not exceeding A4 in size and not weighing more than 12kgs for 2,000 items. (Packed gross weight.)

7. ACCEPTANCE OF ITEMS

7.1 TNT Post reserves the right to refuse to distribute any items without assigning any reason for doing so.

7.2 The Client shall fully and effectively indemnify TNT Post in respect of any damages, losses, costs or expenses incurred by TNT Post, or any claims, action or proceedings, threatened or actual against TNT Post, 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).

8. CANCELLATION

8.1 Clients order pursuant to clause 2 and the Client is obliged to pay the contract price in full if the Client cancels the order. Please see the cancellation charges.

8.2 When TNT is acting as an agent for the Royal Mail, its terms and conditions governing cancellation apply.

9. PAYMENT OF INVOICES

9.1 Unless otherwise agreed in writing or incorporated within the special conditions of the Distribution Contract the contract price must be paid in full by credit or debit card without set off or deduction together with VAT at the prevailing rate, before TNT Post commences distribution. Unless such payment is received TNT Post shall have no obligation to carry out the distribution on behalf of the Client.

9.2 If TNT Post (at its absolute discretion) does carry out the distribution without receiving payment in full, such payment shall be due immediately and interest shall be charged for late payment from the date of non-payment (after as well as before judgement) at a rate of 8% above the base rate for the time in force of Lloyds Bank Plc.

9.3 In the event that TNT Post incurs charges including, without limitation, for non-payment, bounced cheques or returned direct debits, TNT Post shall be entitled to recover the amount of such charges from the Client and to charge the Client an administration fee of £25 per occurrence, with such charges and administration fee being payable to TNT Post by the Client within 7 days of the date of the invoice in respect of the same.

10. LIABILITY

10.1 Nothing in these conditions shall be interpreted as excluding or restricting any legal liability of TNT Post for death or personal injury arising from its negligence.

10.2 Where a claim against TNT Post for failure to deliver has, after the appropriate investigation, been shown to exist, TNT Post'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. TNT Post 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.

10.3 The parties agree that in view of the contract price agreed and on a fair apportionment of risk TNT Post 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.

10.4 TNT Post 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 TNT Post is not the same as and may be more limited than the coverage normally provided by the Royal Mail.

11. HANDLING OF SUPPLIES

11.1 TNT Post may at its discretion, for an additional charge, accept responsibility for delivering items to the point of distribution subject to the Client complying with the following stipulations:

11.1.1 Packing Unless distribution is via the Royal Mail, when its packing specifications apply, items must be securely parcelled in packages, weight not to exceed 12 kgs. Each package to contain a maximum of 2,000 items, bundled in 250s. If 2,000 items plus packaging would weigh more than 12 kgs or exceeds 1.5 cu ft (0.0405 cu m) the number of items per parcel is to be agreed with TNT Post.

11.1.2 Deliveries Items must be delivered to TNT Post's nominated depots, on Euro pallets, or equivalent, 48"x40" (1.2m x 1m) with a maximum gross height of 51" (1.3m) and weight not exceeding 1000 kgs, as set out in the agreed delivery instructions. Delivery of supplies after this time will incur additional delivery charges or full payment for distribution cost booked but not completed due to non-arrival of supplies.

11.1.3 Security TNT Post will provide code labels or templates to be affixed by the Printer / Packer on each parcel of supplies. To preserve security no other label, except for leaflet code or serial number identification should be attached.

12. INCREASED CHARGES

12.1 If between the date of the Distribution Contract and the completion of distribution by TNT Post the cost to TNT Post of supplying the service necessary to fulfil its obligations increases as a result of:

12.1.1 the imposition of or liability to pay any Government taxation (whether direct or indirect taxation) under existing or future legislation which is not recovered in full from the Customer, or

12.1.2 the increase of any Employer's contribution, in respect of his Employee's State Security Benefits, or

12.1.3 TNT Post's compliance with governmental regulations relating to such matters as minimum wage, working time (including provision of paid holiday), or

12.1.4 the imposition of any other Governmental charge payable directly or indirectly by TNT Post, or

12.1.5 an increase in the costs of petrol or transport, then TNT Post 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.

13. LAW & JURISDICTION

13.1 The Distribution Contract is made under English law and the parties submit to the jurisdiction of the English courts.