1 GENERALITY OF TERMS AND CONDITIONS
1.Unless otherwise specified in a personalized agreement between Ma.Ar.Le Advertisement Ltd (the Agency) and the entity which wants to use the Agency’s services (The Client) all the following Terms And Conditions are considered to constitute an integral part of any and all contracts between the Agency and the Client. Unless additional terms and conditions are agreed in a personalized contract only the terms laid here are to be applied on all contracts. Specialized terms and conditions in personalized contracts supersede general terms and conditions. By signing any contract the Client agrees that all terms and conditions laid below are to be applied in the contract.

2 Agreement to Act as Agency
2.1 The Client appoints the Agency to carry out and the Agency agrees to provide Advertising Services for Outdoor and On-line advertisement to the Client in Greece in relation to its own Services during the Term in accordance with the terms and conditions laid here.

3 Term of Appointment
3.1 The empowering of the terms and conditions laid here shall commence on the Commencement Date agreed on the individual contract between the parties and continue for the period agreed there-into (the “Initial Period”), unless terminated sooner by either party under clause 16 or terminated by either party giving such notice as agreed in the contract in writing to the other party expiring no earlier than the end of the Initial Period. If the Initial Period is not set then it is considered to have a duration of one (1) year. If the notice’s duration is not set then it is considered to last six (6) months . After that Initial Period the Agreement will continue in full force and effect (subject to clause 16) for periods recurring of 12 months (each a “Renewal Period”) unless and until terminated by either party giving six (6) months’ notice in writing to the other party expiring no earlier than the end of a Renewal Period. The Parties can set other time-limits in their individual contracts.

4.Agency Services
4.1 In order to provide the Advertising, the Agency will perform the Services detailed in Annex I, for the Client.

4.2 The Agency will allocate suitable personnel with appropriate levels of experience and seniority to service the advertisement campaign.

5 Agency’s Status
5.1 The Agency acts in all its contracts as a principal at law.

6. Approvals and Authority
6.1 Any reference in the terms and conditions laid here to the Client’s “Written Approval” shall mean written approval by directors, employees or authorised contractors of the Client (or a Client Group Company) authorised
The Client will notify the Agency in writing of any change to the Authorised Persons during the Term. The Agency shall not be responsible for any delay in the performance of the Services resulting from the unavailability of an Authorised Person to provide approval.

6.2 For the purposes of the terms and conditions laid here Written Approval shall mean approval signified by:

6.2.1 any fax, letter or purchase order on the Client’s notepaper bearing the signature of an
Authorised Person;

6.2.2 oral approval given by an Authorised Person provided this is in circumstances where
time does not permit Written Approval and the said oral approval is confirmed within
one Working Day by way either of a contact report from the Agency to the Client or a
fax, letter or purchase order in accordance with the preceding sub-clause;

6.2.3 e-mail emanating from the personal e-mail address of an Authorised Person.

6.3 The Agency shall, after obtaining the Client’s general Written Approval of its campaign plans, submit to the Client for its specific Written Approval:
6.3.1 media schedules for time, space and other facilities; and

6.3.2 estimates or quotations of the cost of the various items of advertising and other
services covered by the terms and conditions laid here together with terms of payment.

6.4The Client’s Written Approval of media schedules and estimates will be the Agency’s authority
to make reservations and contracts for space, time and other facilities under the terms and
conditions required by media or suppliers.

6.5 The Agency will advise the Client immediately of any changes in the estimated cost of items of
Advertising or any changes in plans, schedules or work in progress previously approved in
writing by the Client.

7 Amendments to Work in Progress
7.1 The Client may request the Agency to cancel or amend any and all plans, schedules or work in progress. The Agency will take all reasonable steps to comply with any such request provided that the Agency is able to do so within its contractual obligations to media and suppliers.

7.2 In the event of any such cancellation or amendment the Client will reimburse the Agency for any charges or expenses incurred by the Agency or to which the Agency is committed. The Client shall also pay the Agency’s remuneration covering the cancelled or amended Services as well as any charges imposed on the Agency by third parties arising from the cancellation or amendment.

8 Remuneration
8.1 Fee
8.1.1 For the Services set out into the Individual Contract or Insertion Order the Client shall pay the Agency a fee set by their contract.

9.1 Proof of appearance
The Agency will make use of available industry systems which provide proof of appearance of advertising in various media.

10 Materials, Services and Disbursements

10.1 The Agency will invoice the Client at cost in respect of the following approved costs incurred by the Agency in performing any of the below Services:

10.1.1 The cost of all production work required to produce the Advertising including film
production, artwork, photography, model fees, recordings, the services of
performers, block-making, typesetting and print work.

10.1.2 Production costs involved in the preparation of exhibition and display material,
booklets, mail outs, product publicity and other promotion material or services as may
be prepared or suggested by the Agency and agreed by the Client.

10.1.3 All costs incurred in the despatch of advertising material to or from publishers and
other media and other special deliveries incurred in carrying out the Client's
instructions and safeguarding the Client’s interests.

10.1.4 Travelling, hotel and out of pocket expenses of Agency personnel outside Greece or Cyprus where the Company is based where approved in advance by the Client and original invoices and/or receipts are provided. Travel will be by economy class and hotel fees will be no more than 130 €
per night per person.
10.1.5 Any other item agreed between the parties in writing.

11 Value Added Tax
11.1 VAT will be included and itemised separately on Agency invoices, where appropriate, at the rate prevailing from time to time.

12 Terms of Payment
12.1 In this clause, payment of an invoice, or a pro-forma invoice within a specified number of days means payment within that number of days after the receipt of the invoice or the pro-forma invoice in question.

12.2 All the fees including Agency fees, Production fees and Media fees will be paid in advance; The Agency will send a pro-forma invoice for all the abovementioned fees monthly in arrears on the last day of each month that the contract is in power (unless specified otherwise in the individual contract) and the Client will pay the invoice within seven (7) days (unless specified otherwise in the individual contract). The Agency will then send the relevant invoice within 20 working days(unless specified otherwise in the individual contract). An analysis of the charged fees and photocopies of the invoices paid by the Agency to third parties for Production and Media fees will be attached to the invoice.

12.3 The Client reserves the right to withhold payment of any invoice or part of an invoice which is not in accordance with the terms laid here or into the individual Agreement. On receipt of any such invoice the Client shall immediately notify the Agency in writing of the reason for such withholding and pay the undisputed part of such invoice.

12.4 The Agency reserves the right
a) not to proceed to the advertisement campaign until the fees are paid, and
b) to charge interest on all invoices presented to the Client which are not paid by the relevant due date at the annual rate of 4% above the base rate from time to time of The Royal Bank of Scotland plc, as far as it concerns the Agency fees and of the annual rate issued by the Bank of Cyprus for overdue payments as far as it concerns other fees. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which the Agency receives the full outstanding amount together with all accrued interest.
12.5 Where a surcharge is levied by a supplier of media or other supplier against the Agency due to late payment and this results from late payment by the Client, the Client shall immediately reimburse to the Agency the amount of such surcharge, together with any accrued interest charged by the supplier in respect of the overdue amount.

13. Copyright and other intellectual property rights
13.1 All Rights in the Agency Material and Commissioned Material are hereby assigned to THE CLIENT. The Agency shall not claim any rights in respect of any trade mark or service mark or branding or Copyright or design right created or conceived in the course of performing the Services.
13.2 The Client hereby grants the Agency, with effect from the date of signing the individual agreement and for the duration of the individual agreement, a non-exclusive royalty-free license to use the names and trademarks of the Client and its Group Companies solely in relation to the provision of the Advertisement Services in fulfilment of the Agency's obligations under the terms and conditions laid here and into the individual agreement.

13.3 The Agency shall not claim any rights in respect of any trade mark, copyright, design right or branding created or conceived in the course of performing the Services.

14 Confidential Information
14.1 The parties acknowledge a duty not during or after the Term to disclose without the other’s prior written permission any information either concerning the other’s business, its business plans, customers or associated companies or resulting from studies or surveys commissioned and paid for by the Client.
14.2 In particular during and after the Term the Agency acknowledges its responsibility to treat in complete confidence all the marketing and sales information and statistics relating to the Client’s business with which the Client may supply the Agency in the course of any work for the Client.
14.3 For the avoidance of doubt, the restrictions in this Clause shall not prevent:
14.3.1 the disclosure or use of Information in the proper performance of the Agency's
duties;
14.3.2 the disclosure of Information if required by law;
14.3.3 the disclosure of Information which has come into the public domain otherwise
than through unauthorised disclosure.
14.3.4 The Client acknowledges that nothing in the terms and conditions laid here or into the individual agreement shall affect the Agency’s right to use as it sees fit any general marketing or advertising intelligence gained by the Agency in the course of its appointment.

15 Warranties and Indemnities
15.1 If there is an error in Advertising as published or publication is delayed or does not occur as planned, the Agency will not be liable unless this is caused by its default or neglect. The Agency shall not be liable for errors deriving from production of the advertisement material.
15.2 The Client warrants that to the best of its knowledge information and belief all information supplied to the Agency before and during the Term will be accurate.
15.3 The Client accepts full legal responsibility in respect of any Advertising approved by it for publication and will indemnify the Agency in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by the Client for advertising purposes.

16 Termination
16.1 Either party may terminate the individual agreement and the use of the terms and conditions laid here by service of notice in accordance with Clause 3.
16.2 Either party may terminate the individual agreement and the use of the terms and conditions laid here by notice in writing to the other if the other party:

16.2.1 is in material breach of any of the terms of the terms and conditions laid here or the individual contract olr the insertion order and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or

16.2.2 (being a company) passes a resolution for winding up (otherwise than for the
purposes of a solvent amalgamation or reconstruction) or a court makes an order to
that effect; or

16.2.3 becomes or is declared insolvent or convenes a meeting of or makes or
proposes to make any arrangement or composition with its creditors; or

16.2.4 has a liquidator, receiver, administrator, administrative receiver, manager,
trustee or similar officer appointed over any of its assets; or

16.2.5 ceases, or threatens to cease, to carry on business.

16.3 The parties’ rights, duties and responsibilities shall continue in full force during the agreed period of notice and whether or not there is a period of notice, the Client shall pay all sums due in respect of work done and expenditure committed by the Agency until the end of the Term.

16.4 In the event of new legislation or regulations being adopted in the Territory, a change in the interpretation and/or enforcement of existing legislation or regulations in the Territory or any legal proceedings being commenced against a party in respect of the subject matter of the terms and conditions laid here and in the individual contract or in the insertion order, either party may terminate the individual contract or the insertion order immediately on notice to the other.


17 Waiver
17.1 The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to the individual contract and the terms and conditions laid here shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.

18 Force Majeure
18.1 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under individual contract, insertion order and the terms and conditions laid here caused by circumstances beyond the reasonable control of a party (excluding a labour dispute between a party and its employees) (a “Force Majeure Event”).
18.2 The party claiming the Force Majeure Event shall promptly notify the other party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.

18.3 If the party claiming the Force Majeure Event has complied with clause 18.2, its
performance under the individual contract or the insertion order or the terms and conditions laid here shall be suspended for the period that the Force Majeure Event continues and the party will have a reasonable extension of time for performance of its obligations given all the circumstances. As regards the delay or stoppage arising from the Force Majeure Event:

18.3.1 Any costs arising from such delay or stoppage shall be borne by the party
incurring those costs;

18.3.2 The party claiming the Force Majeure Event shall take all reasonable steps
necessary to bring that event to a close or to find a solution by which its obligations
under the individual contract, the insertion order and the terms and conditions laid here may be performed despite the Force Majeure Event;

18.3.3 If the Force Majeure Event continues for more than 15 consecutive days, the
party which is not claiming the Force Majeure Event may terminate the individual contract or the insertion order and the terms and conditions laid here with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination.

19 Severance
19.1 If any provision of the individual contract or the insertion order and the terms and conditions laid here is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of the individual contract or the insertion order and the terms and conditions laid here which shall remain in full force and effect.
The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or
enforceable provision which achieves to the greatest extent possible the same effect as would
have been achieved by the invalid or unenforceable provision.

20 Entire Agreement
20.1 The terms and conditions laid here and the documents referred to in it (the Annexes) together with the individual contract or the insertion order between the Agency and the Client constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of the terms and conditions laid here.

20.2 No variation of the terms and conditions laid here, of the terms of the Individual Contract or of the insertion order or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

21 Notices
21.1 Any notice, invoice or other communication which either party is required by the Individual Contract or the Insertion Order or the terms and conditions laid here to serve on the other party shall be sufficiently served if sent to the other party at its specified address at the individual contract or the insertion order (or such other address as is notified to the other party in writing) as follows:

21.1.1 by hand;

21.1.2 by registered or first class post or recorded delivery; or

21.1.3 by facsimile transmission confirmed by registered or first class post or recorded
delivery.
21.1.4 by e-mail sent by authorized person and by an address owned by the party serving the notice

Notices sent by facsimile transmission shall be deemed to be served on the day of transmission if transmitted before 4.00 p.m. on a Working Day, but otherwise on the next following Working Day. In all other cases, notices are deemed to be served on the day when they are actually received.

22 Governing Law and Jurisdiction
22.1 The terms and conditions laid here and those in the individual contract or the insertion order shall be governed by and construed in accordance with the law of Cyprus
22.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of
Cyprus over any claim or matter arising under or in connection with the terms and conditions laid here or the legal relationships established by the terms and conditions laid here and in the individual contract or in the insertion order.

23 Dispute Resolution
23.1 If any claim or dispute arises under or in connection with the terms and conditions laid here or within the individual contract or the insertion order, the parties will attempt to settle such claim or dispute by negotiation.
23.2 If the parties have not settled any claim or dispute by negotiation within 21 days from the initiation of the negotiation, the dispute shall be referred to and finally resolved by the courts in accordance with clause 22.

24. ENGLISH VERSION PREVAILING
24. 1 The terms and conditions laid here are translated in several languages. In case of doubt or difference between the texts of translations between them, the English version supersedes all others and prevails.





                                                                                                                                                                                                    Update March 2011