SERVICE AGREEMENT

Dated: 21/09/2009

Parties:

Trufflenet Limited, whose registered office is at 7 Danehurst Street, London, SW6 6SA with Company Number 05326763 (the "Company")(1)
The client whose registered office is at XXX (the "Client") (2)

Recitals

The Client has requested, and the Company has agreed, that the Company will provide its search and editorial services on the terms and conditions of this Agreement in respect of the provision of such services (the "Service").

  1. THE SERVICE

    1.1

    (i) The Client engages the Company during the term of this Agreement to provide to the Client such advice and assistance as the Client may request (the "Services").

    (ii) The Company agrees at all times to provide the Services in a proper and efficient manner and with reasonable care, and to use their best endeavours to promote the interests of the Company and of any Associated Company, giving the Company and any Associated Company the full benefit of their knowledge, expertise, technical skill and ingenuity.

    1.2 The Company shall liaise with any such other person as may be specified by the Client and provide them with reports and updates on their request.

  2. In this Agreement, "Associated Company" means any company which for the time being is:-

    - a holding company (as defined by Section 736 of the Companies Act 1985) of the Company; or

    - any subsidiary (as defined by Section 736 of the Companies Act 1985) of any such holding company or of the Company; or

    - a company having any equity share capital which is not less than twenty per cent (20%) beneficially owned by the Company or any of its subsidiaries (such ownership being directly or through another company or companies or partly one way and partly the other); or

    - any subsidiary undertaking (as defined in Chapter III Part VII of the Companies Act 1985.

  3. TERM

    3.1 This Agreement shall commence on November 1st 2009 and shall continue for an initial period of 12 months. The contract will be deemed to renew on the same terms unless terminated in writing no earlier than 11 months from the commencement date.

  4. SERVICE FEES

    During the term of this Agreement the Client shall pay to the Company a monthly fee of £3,000 + VAT. This fee will be payable on the 30th of each month, subject to the provision to the Client by the Company of invoices prepared in accordance with the specifications of the Client. It is agreed that all invoices will be submitted by the Client no later than the 5th of a calendar month, with payment due by the Company no later than the 30th of this same month, subject to invoices being submitted as defined above.

  5. CONFIDENTIALITY

    5.1 The Company is likely to have obtained trade secrets and confidential information (including, but not limited to the performance of the Company’s duties under this Agreement) and goodwill and personal knowledge of and influence over actual and prospective Clients, suppliers, employees and agents of the business of the Company during the course of the provision of services to the Company pursuant to this Agreement. To protect the interests of the Client, the Company undertakes that they shall be bound by the following covenants:-

    5.2 The Company shall not at any time after the termination of the provision of services to the Client (save by compulsion of law) use any Confidential Information (other than for the purposes of the Client) or disclose any Confidential Information to any person (other than to officers of the Client whose province it is to know the same) and the Company shall use their endeavours to prevent such publication or disclosure of any Confidential Information by any other person.

    5.2.1 For the period of six months after the termination of the provision of services to the Company by the Client howsoever arising and whether in breach of contract or otherwise, the Client shall not in competition with the Company (without the prior consent in writing of the Board and whether on their own account or for any other person, firm or company) directly or indirectly solicit or endeavour to entice away from the Company any person, firm or company with whom or with which they had direct dealings or personal contact in the 6 month period ending on the date of termination of the provision of services to the Company by the Client.

    5.2.2 Without prejudice to the Company's rights at law, in any event for a period of six months after the termination of the provision of services to the Company by the Client howsoever arising the Client shall not in competition with the Company endeavour to impair in any way the relationship between any supplier to, or Client of, or client of the Company, whether actual or prospective, provided that references to Clients, clients or suppliers shall only refer to those persons with whom they had personal dealings or for whom they had management responsibilities.

    5.2.3 For a period of six months after the termination of the provision of services to the Company by the Client howsoever arising and whether in breach of contract or otherwise, the Client shall not in competition with the Company (without the prior consent in writing of the Board and whether on their own account or for any other person, firm or company) directly or indirectly solicit or endeavour to entice away from the Company any employee of the Company with whom they worked or had personal dealings in the 6 month period ending on the date of termination of the provision of services by the Client to the Company including any director, senior manager or technically skilled employee provided always that this shall not apply to those secretarial or administrative staff who do not have access to confidential information or who have infrequent or no direct dealings or personal contact with clients.

    5.2.4 Each of the foregoing sub-clauses of this clause constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater that is necessary for the protection of the interests of the Company

  6. TERMINATION

    6.1 Once the Initial Period has been passed, the Agreement may be terminated with 6 months notice at any time.

  7. NO AGENCY

    7.1 Nothing in this agreement shall constitute a partnership or a joint venture between the parties.

    7.2 The Client will indemnify the Company as above for any liability incurred by it arising out of any breach by the Client.

  8. COMPANY POLICIES

    8.1 The Company agrees to comply with any additional policies and rules of the Client in force from time to time including, without limitation, those relating to the Company's premises, security, administration and any other matters.

  9. GENERAL

    9.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.

  10. ENTIRE AGREEMENT

    This Agreement supersedes any prior agreement between the parties relating to the provision of consultancy services whether written or oral, and any such prior agreements are cancelled as from the date of this Agreement.

  11. This Agreement shall be governed by English Law. Each of the parties agrees that the courts of England and Wales shall have exclusive jurisdiction to hear any disputes arising out of or in relation to this Agreement.

 
Signed and agreed
Matthew Cain
for and on behalf of: Trufflenet
Date:
 
Signed and agreed

for and on behalf of:
Date:
 
 

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF THE COUNTERPOINT SERVICE OVER THE INTERNET

  1. GENERAL

    1.1 These terms and conditions apply to the provision of access to a website, a search facility called Trufflenet and information contained therein (the “Service”) by Trufflenet Limited (“Trufflenet”), to the Client (the “Client”) in accordance with the Client’s requirements for a period of time (the “Access Period”) (the “Contract”).

    1.2 The Service aims to analyse online commentary and profiles to enable the Client to identify issues relevant to the Client. Trufflenet can provide, if requested advice on these issues by the provision of consultancy or by telephone advice.

    1.3 The Service is provided to the Client via internet connections which are hosted and supplied by a third Party (the “Host Supplier”).

    1.4 The Client acknowledges that it has provided Trufflenet with accurate and complete registration information and that it is the Clients responsibility to update Trufflenet of any changes to that information.

    1.5 All quotations and offers made by Trufflenet are given or made subject to the availability of information materials and any other items required to give effect to Trufflenet’s obligations under the Contract.

  2. SUPPLY OF SERVICE

    2.1 The Client will be responsible for all employees using the Service and must make sure that all such employees comply with the terms of this agreement.

    2.2 There is no limit on the number of employees which a Client can arrange to have access to the Service nor on the time each spends using the Service. However, it is expected that there will not be more than 8 concurrent users of the Service. If the Client requires additional capacity, this needs to be referred to the Company and additional charges may apply.

    2.3 A Client is able to amend the keywords which Trufflenet is using to conduct its search either online or by informing Trufflenet in writing or by telephone. The Client is also able to define their top four competitors against which they can compare their profile generated as a result of the search.

    2.4 Reasonable changes to employees or keywords may be made at any time by the Client. Unreasonable changes include, but are not limited to, employees with an email address which is from a different organisation or keywords that are not directly related to the Client and their principle activities. Trufflenet reserves the right to suspend any changes, subject to the Client seeking written permission for the change.

    2.5 If any Client believes there has been a breach of security such as theft of an Access Code, the Client must notify Trufflenet immediately.

    2.6 Trufflenet’s policy being one of continuous improvement, Trufflenet may at any time without prior notification make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.

    2.7 The Client acknowledges that Trufflenet does not guarantee the provision of the Service on an uninterrupted basis but that Trufflenet shall use reasonable endeavours to provide the Service. The Client acknowledges that the Service may be closed down or suspended from time to time in order for work to be carried out relating to the upgrading or maintenance of the Service or for other reasons relating to the provision of the Service whether caused by Trufflenet or the Host Supplier.

    2.8 Trufflenet may at any time correct any typographical or other errors or omissions in any website text, brochure, promotional literature, quotation or other document relating to the provision of the Services without any liability to the Client.

    2.9 Trufflenet reserves the right to withdraw the Service from any Client if it considers the Client’s actions are a misuse of the system. Such misuse may be caused by, but are not limited to, use of excessive keywords to run a search and frequent changes of key-words.

  3. PAYMENT TERMS

    3.1 All prices are, unless otherwise stated, exclusive of any applicable value added tax.

    3.2 Time of payment is of the essence of the Contract between Trufflenet and the Client. If the Client fails to make payment by any relevant due date, Trufflenet shall be entitled to suspend or cancel the Service. The Client shall not be entitled to withhold or set off payments for any reason whatsoever.

  4. WARRANTIES AND LIABILITY

    4.1 Trufflenet shall be under no liability in respect of any defect in the Service arising from any information, materials or other services which are supplied by any third party.

    4.2 Trufflenet shall be under no liability in respect of any defect in the Service or any inability for the Client to access the Service due to any fault or omission of the Host Supplier, nor for any consequential loss, whether foreseeable or not, which may result from the inability of the Client to gain access to the Service.

    4.3 Trufflenet shall be under no liability for any result which the Service provides which may be, or considered to be, inaccurate or misleading.

    4.4 Where any valid claim is made in accordance with the provisions hereof in respect of the Service, Trufflenet shall be entitled to re-execute the Service (or such part of the Service in question) or, at Trufflenet’s sole discretion, refund to the Client the Contract price (or the appropriate proportion thereof), but, unless otherwise provided by law, Trufflenet shall have no further liability to the Client.

    4.5 Except in respect of death or personal injury caused by Trufflenet’s negligence and except as otherwise specifically provided by law, the entire liability of Trufflenet under or in connection with the Contract shall not exceed Trufflenet’s contract price.

    4.6 Except as expressly provided for in these terms and conditions, all warranties, conditions or other implied terms are excluded to the fullest extent permitted by law, and Trufflenet hereby excludes any liability for any indirect, special or consequential loss.

    4.7 The Client warrants that any and all material provided by it, and its use by Trufflenet for the purpose of providing the Service, will not infringe the copyright or other rights of any third party, and the Client shall indemnify Trufflenet against any loss, damages, costs, expenses or other claims arising from any such infringement.

  5. PROPERTY RIGHTS

    5.1 All intellectual property rights in any material provided to Trufflenet by the Client shall belong to the Client (or any other third-party where relevant).

    5.2 All intellectual property rights in any material provided by Trufflenet to the Client shall, unless otherwise agreed in writing, belong to Trufflenet (or any third-party where relevant), subject only to the right of the Client to use such material in connection with the Service. Such material shall not be redistributed by the Client to any third party.

  6. TERMINATION AND BREACH

    6.1 If the Client:

    6.1.1 makes default in or commits any breach of its obligations to Trufflenet hereunder; or

    6.1.2 commits an act of bankruptcy, becomes insolvent, makes an arrangement with creditors or (being a company) has a receiver, administrator or liquidator appointed or any proceedings have commenced relating to the insolvency or possible insolvency of the Client; or

    6.1.3 causes or threatens to cease to trade or if serious doubt arises as to the Client’s solvency;

    then in each case, Trufflenet shall immediately become entitled (without prejudice to its other claims and rights under the Contract, without the requirement to give prior notice to the Client and without liability to the Client whatsoever) to terminate the Contract.

    6.2 No order for the Service by any Client which has been accepted by Trufflenet and confirmed by an Access Period Confirmation may be cancelled by the Client except with the written agreement of Trufflenet and on terms that the Client shall indemnify Trufflenet in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Trufflenet as a result of cancellation.

    6.3 Trufflenet shall not be deemed to have breached the terms of the Contract or otherwise be liable to the Client for any refund or otherwise for any delay in performance or non-performance of any of its obligations to the extent that such delay or non-performance is due to any circumstances beyond the reasonable control of Trufflenet.

  7. GENERAL

    7.1 The Contract constitutes the entire agreement between the parties in relation to the provision of the Service, supersedes any previous agreement or understanding and may not be varied except in writing between the parties.

    7.2 Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and addressed to that other party at its registered office or principal place of business or if the Client is an individual at his home address, or shall be by telephone and confirmed in writing as soon as is reasonably practicable.

    7.3 No waiver by Trufflenet of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

    7.4 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question) shall be unaffected.

    7.5 Trufflenet may assign the Contract with the Client or sub-contract the whole, or any part thereof to any other person, firm or company. Unless otherwise agreed in writing by Trufflenet, the Client may not assign either the benefit or the burden of the Contract.

    7.6 The Contract does not give any rights to any third party and no party other than a party to the Contract shall be entitled to enforce any term of the Contract.

    7.7 The Contract shall be governed by the law of England and Wales and the Client agrees to submit to the jurisdiction of the English courts.