The Licensee has requested Mintel International Group Limited (hereafter, "Mintel") to supply access to its Services (as defined below), and Mintel has agreed to supply such Services on the Terms and Conditions set forth below.

By signing the Order Form (as defined below), the contracting party (the "Licensee") unequivocally accepts the Terms and Conditions set forth herein:-

1. DEFINITIONS

In these Terms and Conditions, the following terms shall have the following meanings:

1.1. Authorised Users

One or more current employees of the Licensee, as identified on the Order Form, who have either been issued with a password or other authentication, or who have provided Mintel with the IP address of the terminal(s) from which access to the Services will be gained, and who are located at one of the one or more premises identified on the Order Form, or in the case of Services provided in hard copy format, who are employees of the Licensee.

1.2. Fee

The fees and conditions of payment (together, the "Fee") set out in the Order Form, which may be further modified as agreed by the parties from time to time. Local applicable sales or states taxes (eg VAT in the UK) will be added to the Fee when invoiced.

1.3. Services

Mintel database research services including, but not limited to, marketing intelligence reports and databases, and including the Global New Product Database (GNPD) and derivatives thereof, and POS+, published from time to time by Mintel in electronic (via the world wide web or inter/intranet or CD-ROM) or hard copy format, the contents of which relate to a variety of market sectors and territories which are, subject to these Terms and Conditions, available on the Site or from Mintel directly, and as more particularly specified on the Order Form.

1.4. Secure Network

A network (whether a standalone network or a virtual network within the internet) which is accessible only to Authorised Users with the prior approval of the Licensee, whose identity is authenticated at the time of login and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by the Licensee.

1.5. Site

Mintel's web sites (www.mintel.com, www.gnpd.com, www.posplus.mintel.com) and other sites as may be advised by Mintel from time to time.

1.6. Order Form

The form, signed and dated on behalf of the Licensee, accepting these Terms and Conditions, and which specifies, inter alia, the price, format and level of Services to be provided, details and locations of Authorised Users, and the dates for the initial Subscription Period.

1.7. Contract

The entire agreement as between Mintel and the Licensee as set forth in the Order Form and these Terms and Conditions.

2. LICENCE AND PAYMENT

2.1. Subject to these Terms and Conditions, Mintel hereby grants the Licensee the non-exclusive and non-transferable right:-

2.1.1. To give Authorised Users access to the Services on the Site via a Secure Network; and

2.1.2. To use the Services made available by Mintel on CD-ROM, in hard copy format and/or on an inter/intranet.

2.2. The licence granted above shall commence on the date of signing the Order Form, and, subject to the provisions relating to early termination as set out in Clause 6, shall continue for a period of twelve (12) months from the date of signing and, unless terminated pursuant to Clause 6, shall automatically continue for consecutive twelve (12) month periods thereafter, or such other periods as may have been agreed between the parties in writing on the Order Form (the "Subscription Period(s)").

2.3. The Licensee shall pay the Fee to Mintel within thirty (30) days of signing the Order Form (or within thirty (30) days of the commencement of each subsequent Subscription Period provided for at Clause 2.2 above).

3. PERMITTED USES

The licence granted at Clause 2.1 above only permits the Licensee and Authorised Users to do the following acts:-

3.1. The Licensee may, subject to Clause 4 below:-

3.1.1. Allow Authorised Users to have access to the Services on the Site via the Secure Network; and/or

3.1.2. Display, download or print the information comprised in the Services for the purpose of internal marketing or testing, or for training Authorised Users; and/or

3.1.3. Allow Authorised Users to read, store and pass to other employees of the Licensee in original covers/binding/format those Services provided in hard copy format.

3.2. Authorised Users may, subject to Clause 4 below:-

3.2.1 For internal businesses only:

3.2.1.1 View, retrieve and display the information comprised in the Services;

3.2.1.2 Electronically save the information included in the Services only to the extent and for the time period necessary to use it for the purpose for which it was downloaded and in any event not for a period in excess of two (2) weeks from the date of download;

3.2.1.3 Print off single copies of selections of the information comprised in the Services with the source clearly identified; and/or

3.2.1.4 Distribute single copies of selections of the information comprised in the Services in printed or electronic format to other Authorised Users, with the source clearly identified, subject to the two (2) week electronic storage provision in Clause 3.2.1.2;

3.2.1.5 Précis, summarise and analyse the information comprised in the Services, providing that any such précis, summary or analysis of the information is clearly identified as having been derived from, but is not a faithful reproduction of, Mintel information and then distribute in printed or electronic format to employees of the Licensee, and for GNPD and POS+ may additionally include up to ten (10) records per day per précis, summary or analysis.

3.2.1.6 Distribute single copies of selections of the information comprised in the Services in printed format to current employees of the Licensee, with the source clearly identified and the hard copy conditions attached.

3.2.2 For external business purposes: Distil, précis, digest and analyse the information included in the Services solely for the purposes of endeavouring to secure new business (a "Pitch") PROVIDED THAT, as a maximum, ONLY the lesser of two point five per cent (2.5%) of any single Mintel report forming part of the Services, and twenty-five percent (25%) of a section within any single Mintel report, (such percentages to exclude indexes and contents pages) is included by way of a direct extract (for GNPD and POS+ services, up to ten (10) records may be incorporated in any Pitch) AND PROVIDED THAT the source is clearly acknowledged.

3.3. The Licensee and Authorised Users must at all times when accessing the Services on the Site abide by Mintel's Conditions of Use of the Services as appearing on the Site from time to time, the terms of the Conditions of Use to be consistent with (and not more widely drawn than) this Contract.

4. PROHIBITED USES

4.1. For the avoidance of any doubt, the licence granted at Clause 2.1 above does not allow the Licensee or any Authorised Users to:-

4.1.1. Remove or alter Mintel's Conditions of Use of the Services or the copyright notices or other means of identification or disclaimers as they appear on the Services, on the Site or on any hard copies thereof;

4.1.2. Systematically make copies, electronic or otherwise, of multiple extracts of the information included in the Services for any purpose;

4.1.3. Provide, by electronic means or otherwise, to a user (including to users within other group companies of the Licensee who are not themselves licensees) who is not an Authorised User, any part of the information included in the Services except as set out in Clauses 2.3 and 3.2.1.6 above; or

4.1.4. Mount or distribute any part of the information included in the Services on any electronic network or otherwise, including without limitation the internet and the world wide web or otherwise publish, broadcast or display any such information in public.

4.2 The creation and/or operation by the Licensee (or assisting in any way in the creation and/or operation) of services competitive or potentially competitive to those supplied by Mintel is prohibited.

4.3. Except as set out herein or within the Order Form, Mintel's explicit prior written permission must be obtained in order to:-

4.3.1. Distribute the information included in the Services to anyone other than Authorised Users; and/or

4.3.2. Publish, distribute or make available the information included in the Services, works based on the information included in the Services or works which combine such information with any other material, other than as expressly permitted in these Terms and Conditions; and/or

4.3.3. Alter, abridge, adapt or modify the information included in the Services, except to the extent necessary to make it perceptible on a computer screen or as otherwise permitted in these Terms and Conditions to Authorised Users. For the avoidance of doubt, no alteration of the words or their order is permitted, except as permitted under Clauses 3.2.1.5 and 3.2.2.

5. UNDERTAKINGS AND WARRANTIES

5.1. Mintel warrants to the Licensee that, to the best of its belief, it is the owner of the copyright in the information comprised in the Services or that it is duly licensed to use the copyright material contained in the information comprised in the Services and that the information comprised in the Services used as contemplated in these Terms and Conditions does not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. Mintel shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall not apply if the Licensee has amended the information comprised in the Services in any way or if the Licensee has materially breached these Terms and Conditions.

5.2. Subject to the format of the Services to be provided by Mintel as stipulated on the Order Form, Mintel shall make the Services available to the Licensee and to Authorised Users over the world wide web via the Site (and will also provide Mintel's access control system), on CD-ROM, and/or hard copy and/or via an inter/intranet.

5.3. Mintel shall also:-

5.3.1. Use all reasonable endeavours to ensure that its server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the world wide web, as such standards evolve from time to time during the Subscription Period(s); and

5.3.2. Use all reasonable endeavours to make the Services available to the Licensee and to Authorised Users at all times, save for routine maintenance and to restore access to the Services as soon as possible in the event of an interruption or suspension of the Service.

5.4. Mintel reserves the right at any time to withdraw from the Services any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Mintel may give email notice to the Licensee of such withdrawal. Should the withdrawn material represent more than ten per cent (10%) of the information comprised in the Services, Mintel shall make a pro rata refund of part of the Fee, taking into account the amount of material withdrawn, the length of time such material was unavailable to the Licensee, and the remaining unexpired portion of the Subscription Period.

5.5. Mintel shall provide usage information for the Licensee's internal use only. In the case that Mintel assigns its rights to another party under Clause 9.1 herein, the Licensee may at its discretion require the assignee either to keep such usage information confidential or to destroy it.

5.6.

5.6.1 Mintel will use all reasonable efforts to ensure that the Services and any software relating thereto provided by Mintel will perform in accordance with any Mintel user guide that is available to the Licensee. In the event of any failure of the Services, Mintel's obligation shall be limited to using its reasonable efforts to remedy any deficiencies in the affected Services, or at its option, to cancelling, crediting or refunding the fees due from the Licensee in respect of any period in excess of five (5) working days in any calendar year for which the Services have failed to perform correctly in all material respects. The obligation to correct defects or cancel, credit or refund a proportionate part of the Fees payable by the Licensee for the preceding period of twelve (12) months shall constitute the full extent of Mintel's liability in respect of any loss or damage sustained by the Licensee whether caused by breach of these terms and conditions, misrepresentation, negligence of Mintel (or its employees or agents) or from any other cause, and in particular, Mintel shall not be liable for any consequential, economic or other direct or indirect loss or damage (including but not limited to any damages payable to a third party, loss of profits or wasted resources) suffered by the Licensee, provided that if for any reason this provision is invalid or unenforceable, the maximum aggregate liability of Mintel shall not exceed the total Fees payable by the Licensee for the preceding period of twelve (12) months. The foregoing exclusions and limitations of liability shall not apply in the case of death or personal injury.

5.6.2 Except as provided in Clause 5.6.1 above, the Licensee agrees that the Services are provided "as is"; Mintel makes no representation or warranty with respect to the accuracy, completeness, or currentness of the information included in the services; and Mintel specifically disclaims any other warranty, express or implied or statutory, including any warranty of merchantability or fitness for a particular purpose. Mintel shall not be liable on account of any such errors, omissions, delays, or losses. The Licensee agrees that in no event will Mintel be liable for the results of the Licensee's use of the Services, the Licensee's inability or failure to conduct its business, or for indirect, special, consequential, or exemplary damages (even if advised of the possibility of such damages) arising from the use of or inability to use the Services or any other provision of this Agreement, such as, but not limited to, loss of revenue, anticipated profits or business, or the cost of procuring substitute services. In the event any law regarding exclusion or limitation of warranties or damages may limit the applicability of the above limitations, the total aggregate liability of Mintel for any claims, losses or damages shall not exceed the Fees payable by the Licensee for the preceding period of twelve (12) months.

5.6.3 The Licensee shall notify Mintel in writing immediately and exclusively at any time the Licensee believes it may have discovered a potential or actual error(s) in any of the information included in the Services. Upon receipt of any such written notice from the Licensee, Mintel will use all reasonable efforts to (i) investigate any such potential or actual error(s), and (ii) if necessary, rectify and correct any such error(s) so discovered.

5.7. The Licensee hereby acknowledges Mintel's ownership of the intellectual property rights (including all patents, trade marks, copyrights, database rights, confidential information, trade secrets and knowhow) that are utilised by Mintel in connection with its provision of the Services (the "Intellectual Property Rights"). In order to safeguard such Intellectual Property Rights, the Licensee shall:-

5.7.1. Ensure that all Authorised Users are appropriately notified of the importance of respecting the Intellectual Property Rights and Conditions of Use of the Services;

5.7.2. Ensure that Authorised Users are made aware of and agree to abide by:-

5.7.2.1. these Terms and Conditions;

5.7.2.2. Mintel's Conditions of Use of the Services as they may appear on the Site(s) from time to time; and

5.7.2.3. Mintel's Conditions of Use of the Services provided in hard copy format as set out in each Mintel report;

5.7.3. Monitor compliance with these Terms and Conditions and Mintel's Conditions of Use of the Services, and immediately on becoming aware of any unauthorised use of the Services or other breach of the terms of these Terms and Conditions, inform Mintel in writing and take all steps, including appropriate disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;

5.7.4. Where the Licensee does not provide IP addresses pursuant to Clause 5.7.8, issue passwords or other access information only to Authorised Users, and ensure that Authorised Users do not divulge their passwords or other access information to any third party, including when Authorised Users leave the employ of the Licensee;

5.7.5. Keep full and up-to-date records of all Authorised Users and their access details, and, if requested, provide Mintel with periodic lists of additions, deletions or other alterations to such records as agreed between the parties from time to time;

5.7.6. Ensure that only Authorised Users are permitted access to the Services;

5.7.7. Investigate immediately should Mintel advise the Licensee of any unusual downloading activity by any Authorised User(s); and

5.7.8. Provide Mintel wherever possible the IP addresses, or range of IP addresses, of its computers/networks to allow Mintel to restrict access to the Licensee's computers/networks.

5.8 Each party shall safeguard the intellectual property (including the Intellectual Property Rights), Confidential Information and proprietary rights of the other party. In particular, each party acknowledges that, other than Mintel's Conditions of Use of the Services, these Terms and Conditions, including the information on the Order Form, are hereby deemed to be confidential.

5.9 In the event that the Licensee obtains or accesses Services not specified on the Order Form as a result of an intentional or unintentional breach of these Terms and Conditions by a third party or otherwise, and the Licensee then uses such Services in the course of its business, the Licensee shall promptly upon such discovery notify Mintel in writing and shall pay an additional Fee equivalent to the then rate card value of such Services.

6 TERMINATION

6.1 Either party may terminate the Contract by serving notice in writing at any time during the period of one (1) month prior to the month in which the then current Subscription Period (as defined in Clause 2) ends. In the event that notice is not so served, then unless otherwise agreed, the Fee shall be increased by the change in the UK Retail Prices Index during the Subscription Period just expired.

6.2 The Contract may also be terminated if the non-defaulting or solvent party gives written notice to the other in the following circumstances:-

6.2.1 The Licensee defaults in making payment of any Fee; or

6.2.2 Either party commits a material or persistent breach of any term of the Contract, including these Terms and Conditions, and fails to remedy the breach (if capable of remedy) within fourteen (14) days of notification in writing by the other party; or

6.2.3 Either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.

6.3 Mintel may also terminate the Contract with immediate effect if the Licensee uses the Services for one or more of the Prohibited Uses as set out at Clause 4 above.

6.4 On the date of termination the Licensee shall immediately cease to distribute or make available the Services to Authorised Users. Notwithstanding termination, the Licensee shall forthwith upon termination pay all Fees that are due and payable. For the avoidance of doubt, termination shall not affect the parties' ongoing obligations in this Agreement save for the obligations of Mintel post-termination to provide ongoing Services as set out at Clause 2.

6.5 On termination of the Contract due to a material and substantiated breach of any term thereof by Mintel, Mintel shall forthwith repay to the Licensee a pro rata refund of the unexpired portion of the Fee.

7 CONFIDENTIALITY

7.1 Each party undertakes to keep confidential, and not to disclose to any third party or to use itself, any confidential or secret information in any form directly or indirectly belonging or relating to the other party, its affiliates, its or their business affairs, disclosed to or received by the other party during the Term of the Contract (collectively, "Confidential Information").

7.2 Each party undertakes to disclose Confidential Information of the other party only to those of its officers, employees, agents and contractors to whom and to the extent to which disclosure is necessary for the purposes contemplated under the Contract, and each such party agrees to take appropriate measures to ensure compliance by such officers, employees, agents and contractors with the terms of this Clause 7.

7.3 The above obligations of confidentiality and non-use shall not apply to information or material:-

7.3.1 which is named by the disclosing party prior to receipt by the receiving party as evidenced by documents in the possession of the receiving party at the time of disclosure; or

7.3.2 which, after receipt from the disclosing party, is disclosed to the receiving party by a third party having the legal right to do so; or

7.3.3 which is available to the public at the time of receipt; or

7.3.4 which becomes available to the public after receipt from the disclosing party through no fault of the receiving party.

7.4 Where the Service enables the Licensee to append its own annotations to the information, these annotations will be confidential to the Licensee, and will not be accessible to other licensees of the Service nor to Mintel's employees (except for essential database maintenance work performed by Mintel's IT personnel).

8 AFFIRMATION OF THE BASIS OF CERTAIN ASPECTS OF THE MARKET RESEARCH INDUSTRY

The visual/aural or other sensory representation of any images of any advertisements/ mailing pieces/promotions/statements/offers/communications /products/fascias etc, only forms an incidental element of the service, and as such Mintel is not in breach of any copyright or other restrictions. Nevertheless, for the sake of good order, the Licensee is hereby granting indefinite permission to Mintel to any extent necessary, to include its advertisements/mailing pieces/promotions /statements/ offers/ communications etc, in various media as they may appear on the Service which for the avoidance of doubt includes those created before, during or subsequent to the term hereof.

9 GENERAL

9.1 The Contract and the rights granted under these Terms and Conditions may not be assigned by either party to any other person or organisation without the prior written consent of the other party, which consent shall not unreasonably be withheld. For the avoidance of doubt, the Licensee shall have no right to sub-license any of its rights granted hereunder.

9.2 If rights in all or any part of the Services are assigned to another publisher/licensor, Mintel shall use its reasonable endeavours to ensure that the terms and conditions of these Terms and Conditions are maintained.

9.3 Variations to these Terms and Conditions are only valid and binding if they are recorded in writing and signed by both parties.

9.4 Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to Mintel's address as set out in these Terms and Conditions and that identified on the Order Form in the case of the Licensee or to such other address as notified by either party to the other as its address for the service of notices and all such notices shall be deemed to have been received within two (2) days of posting.

9.5 Neither party shall be liable in any way for failure or delay in performing its obligations under these Terms and Conditions if the failure or delay is due to causes outside the reasonable control of the party in default.

9.6 The Licensee shall keep all records necessary to enable the verification of its compliance with the terms of these Terms and Conditions, particularly those terms set out in Clause 5.7, and agrees that Mintel shall have access to, and the right to examine upon having served reasonable written notice, the Licensee's records during normal business hours.

9.7 Should the Licensee acquire or merge with a business entity which is also a licensee of Mintel, then both agreements with Mintel shall run to the end of their respective subscription periods, after which point (assuming such acquisition or merger has been brought to Mintel's attention, which the Licensee agrees to do as soon as practicable), the Fees payable shall be determined by reference to Mintel's current rate card at that time. The renewal of the combined agreement shall begin on the later of (i) the end of the Subscription Period of this Contract and (ii) the end of the subscription period under the other agreement. The agreement that expires first shall renew automatically until the later anniversary date, and the Fees payable under such renewed agreement, on a pro rata basis, shall be increased by five percent (5%) over the then-applicable Fees.

9.8 The failure of any party to enforce any provision on any one occasion shall not affect its right to enforce another provision or the same provision on another occasion.

9.9 In the event that any provision of the Contract is held to be invalid, the remainder of the provisions shall continue in full force and effect.

The Contract shall be governed by and construed according to the laws of England and the parties agree to submit to the jurisdiction of the English Courts.