QS Online · • The QS brand: With over 20 years’ experience, international partnerships and an established market-leading position our websites benefit from high levels of direct

2012

QSOnline SERVICES

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The digital division of QS Quacquarelli Symonds Ltd was enhanced in 2011 to focus on the growth and development of the digital offering across our portfolio of websites. With over 20 years experience operating as the world’s leading independent information provider in the higher education sector, QS has a proven track record of aiding universities recruit students internationally across all levels of study.

This pack explains why and how you can work with us across two of our flagship websites:

www.topuniversities.com

www.topgradschool.com

With a combined annual audience of over 11.3 million visitors, viewing well over 62,000,000 pages of information, www.topuniversities.com and www.topgradschool.com represent an excellent opportunity to promote your university, school, department or course to students that are actively researching their international study options.

This information pack details the various promotional opportunities QS offers in order to enable more effective communication with this desirable audience:

Welcome to QS Online!

Our offering includes:

Display advertising A range of button and banner adverts are available across the sites to suit all objectives.

Advanced school profiles An excellent communication tool enabling you to interact with students on their level through the use of social media and multimedia tools in the form of photos, videos, virtual tours etc.

Geo-targeted campaigns Are you focussing your recruitment efforts on a particular region or group of countries?

If the answer is yes, tell us! We can offer extremely cost effective and targeted campaigns that are only visible to students accessing the site from your key recruitment areas, enabling you to target your marketing message more accurately and meet your recruitment goals.

Monthly e-newsletter Sent out to our registered users. 107k www.topgradschool.com, 20k www.topuniversities.com

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Contentswww.topuniversities.com

Welcome 4How we generate traffic 5Our audience 6Banner options 7

www.topgradschool.comWelcome 8Banner options 9

Profile upgrades 10-11Newsletters 12Features List 13

Rate card 14Terms & conditions 15-16

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www.topuniversities.com is best known as the home of the globally recognised QS World University Rankings® which have been published annually by QS since 2004. With the addition of a team of journalists dedicated to www.topuniversities.com the website now contains a number of additional editorial sections which offer students access to:

• Over 25 different country guides containing all the necessary information required for a student to evaluate the country as a possible international study destination

• Funding, accommodation, visa advice and guidance for international study

• Over 4000 university profiles

• A variety of internship and scholarship information

• Over 20 subject profiles in the “University courses” section. These articles discuss employability, possible career pathways and top universities for a variety of popular degree subjects

• Regularly updated student profiles and blogs

www.topuniversities.com - Welcome

Our traffic

Following the re-launch of www.topuniversities.com in January 2011, we have seen asharp increase in user interaction.

In 2011 www.topuniversities.com measured:

• Total visits 10,728,226 (+25.97 increase compared to 2010)

• Total page views 60,916,041 (+91.73% increase compared to 2010)

• Average pages per visit 5.68 (+52.20% increase compared to 2010)

• Average time on site 4 minutes 32 seconds (+19.23% increase compared to 2010)

Forcasted totals for 2012:

• Total visits 13,000,000• Total page views 75,000,000

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• Search / SEO: www.topuniversities.com is one of the highest ranking education portals in the world across all major search engines. New for 2012 We have a dedicated search engine optimization team who constantly track patterns and trends in search. With this information we are able to optimize our websites performance by ensuring our content is useful and relevant to what the students are looking for.

• The QS brand: With over 20 years’ experience, international partnerships and an established market-leading position our websites benefit from high levels of direct traffic, and are known globally.

• Social media: We have over 35,000 likes of our QS World University Rankings® Facebook fan page, growing at a rate of approximately 500 likes per week, QS is extremely committed to engaging with students via social media, which in turn directs users back to www.topuniversities.com.

• Events: With more than 200 events run worldwide each year, we have established hundreds of regional and local media partners who mention our sites and provide hyperlinks.

• Newsletters: Sent monthly to our 20,000 users to keep them updated on the latest content available.

• Paid search marketing campaigns

Please see below a recent message received from a student, who along with her brother, was able to make an informed decision on her future education, thanks to www.topuniversities.com.

www.topuniversities.com - How we generate traffic

Myself and my brother would like to extend our appreciation and gratitude to the entire team for setting up the wonderful website ‘topuniversities.com’. It has been very informative and user friendly, containing all the necessary details we need to make a stronghold decision about our future eduaction.

Donna M.

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We can provide similar statistics for any country or region that is of interest. Simply notify your account manager of your target areas and they will happily put together a report showing the number of students in those countries who are actively using our website. Using our geo-targeted service, you can run a campaign which is only visible to students in selected countries.

• www.topuniversities.com is the undergraduate focussed website of the QS portfolio. Content on the website is designed to assist prospective undergraduate students and their parents research their international study options

• Graduate students – The QS World University Rankings® methodology takes into account undergraduate and graduate data. The www.topuniversities.com audience contains a proportion of graduate students that come to view the rankings, making the website a complete recruitment solution for both levels of study if required.

www.topuniversities.com - Our audience

UNITED STATESVisitors 1,233,524Page visits 5,600,198

MALAYSIAVisitors 366,166Page visits 2,248,259

SINGAPOREVisitors 349,820Page visits 2,231,851

AUSTRALIAVisitors 357,239Page visits 2,200,592

CANADAVisitors 564,467Page visits 3,398,091

UNITED KINGDOMVisitors 1,159,129Page visits 6,050,653

PAKISTANVisitors 331,039Page visits 1,989,544

IRANVisitors 294,101 Page visits 1,967,535

JAPANVisitors 244,105Page visits 1,362,105

INDIAVisitors 731,196Page visits 3,670,603

The QS websites continue to be 100% dedicated to students and the crucial task of ensuring they have access to all the information necessary to make an informed decision regarding their future international study choices.

Our top 10 traffic areas in 2011 were:

Source: Google analytics

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www.topuniversities.com - Banner options

New Advertising Options

Full Horizontal BannerAvailable on: Home pageAll QS World University Ranking® Sections Dimensions: 468(w) x 60(h) pixels

Format & File Size:png / gif / jpeg / swf - 45Kb

COST: £40 per 1000 impressions

High Impact

3:1 RectangleAvailable on: Home pageAll QS World University Ranking Sections Dimensions: 300(w)x100(h) pixels



Mid Page Unit (MPU)Available on: Home pageAll QS World University Ranking® Sections Dimensions: 300(w) x 250(h) pixels



Available on: Studying AbroadCountry GuidesUniversity CoursesStudent Life Dimensions: Top: 468(w) x 60(h) pixels Right: 240(w) x 400(h) pixels



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Online home of the QS World Grad School Tour - www.topgradschool.com - is a key source of independent and impartial information for prospective masters and PhD candidates and also features many of the world’s top graduate schools.

Our team of journalists have also made available to students:

• Regional country guides to help students with choosing a study destination

• Overviews of popular master’s and PhD subjects

• Information regarding finance and application procedures

• Advice and guidance on career pathways

www.topgradschool.com - Welcome

www.topgradschool.com - Our Audience

In 2011, www.topgradschool.com received 638,862 visits and 1,576,056 page views.

Our target audience is 21-30 year olds with an undergraduate qualification and a desire to commence a graduate degree in the next 12 months. (Source: QS World GradSchool Tour data 2010)

Our top 10 traffic areas in 2011 were:

ITALYVisitors 20,844Page visits 62,740

GREECEVisitors 21,737Page visits 65,645

UNITED STATESVisitors 69,234Page visits 150,930

COLUMBIAVisitors 27,303Page visits 54,606

MALAYSIAVisitors 14,806Page visits 33,905

CANADAVisitors 17,836 Page visits 46,195

UNITED KINGDOMVisitors 63,832Page visits 173,623

ROMANIAVisitors 22,099Page visits 55,026

RUSSIAVisitors 28,798Page visits 63,643

INDIAVisitors 68,685Page visits 197,812

Source: Google analytics

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www.topgradschool.com - Banner options

Full Horizontal Banner

Available on: Run of site Dimensions: 468(w) x 60(h) pixels



Half Banner

Available on: Run of site Dimensions: 234(w) x 60(h) pixels



Contact Information

If you have any questions or would like to discuss any of the above options in more detailplease contact the online sales team:

Kevin Cavilla [email protected] +44 (0)20 7284 7256 Nicolas Cletz [email protected] +44 (0)20 7284 7271

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Example of basic Profile

www.topuniversities.com www.topgradschool.com

Profile Upgrade

All institutions are entitled to a complimentary basic profile on our websites. This offers you the opportunity to upload some basic text about your institution.

Content that may be added to an Advanced Profile includes:

• A logo• Extra visibility and promotion throughout the website particularly on the search function (enhanced entry

in all relevant searches and “featured institution status”• Hyperlinks to your website• Multimedia - Photo gallery, video gallery, virtual tours, podcasts• Social media– enables you to set up feeds from your blogs and links to your social network accounts• List of QS events you will be attending

This additional content enables engagement and interaction with the student viewing your profile, generating a much longer viewing time per visit for Advanced Profiles compared to basic.

Clients are also welcome to upgrade to an Advanced Profile which is one of the most popular opportunities on the site. You will be provided with a username and password and can log in freely to add, update or remove information. Our Advanced Profiles are fully customizable, giving you the opportunity to post additional content in order to maximize your presence and branding, in an environment free of competitor advertising.

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Example of fully updated Advanced Profile

Enhanced listing in search results

6 MONTHS COST: £2,600 12 MONTHS COST: £4,500

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NewsletterNewsletter

A sponsored article is particularly effective for the promotion of unclaimed scholarships, new courses or facilities, or general new developments in your institution. Clients can submit an article up to 800 words which will be placed within the main editorial section of an e-newsletter. (Please note that all sponsored articles will be clearly labelled on our websites and e-newsletters as such, and will be subject to editorial approval before publication)

Contact Information

If you have any questions or would like to discuss any of the above options in more detailplease contact the online sales team:

Kevin Cavilla [email protected] +44 (0)20 7284 7256 Nicolas Cletz [email protected] +44 (0)20 7284 7271

Available: Monthly to over 107,000 targeted candidates in over 90 countries

Dimensions: Logo: 100(w) pixelsHorizontal Banner: 400(w) x 100(h) pixelsSquare Button: 100(w) x 100(h) pixels


COST: £2000 Sponsored article £1750 Horizontal Banner £1500 Square Button £1000 Logo

Available: Monthly to over 20,000 targeted candidates in over 50 countries

Dimensions: Logo: 100(w) pixelsHorizontal Banner: 400(w) x 100(h) pixelsSquare Button: 100(w) x 100(h) pixels


COST: £2000 Sponsored article £1750 Horizontal Banner £1500 Square Button £1000 logo

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www.topuniversities.com - Feature List

Featured CountriesFeatured Subjects

Month Featured Subjects Featured Countries

January Medicine Civil Engineering UK USA

February History Politics Netherlands Denmark

March Business Leisure and Tourism Switzerland France

April Economics Computer Science Ireland Australia

May Philosophy Moden Languages Spain Italy

June Mathematics Biology Germany Brazil

July Law Physics Switzerland Chile

August Mechanical Engineering Hospitality Netherlands USA

September Accounting Media Studies Sweden Australia

October Technology Geography New Zealand Finland

November Environmental Sciences Chemical Engineering US Canada

December Psychology Sociology UK France

New for 2012, we have a 12 month feature list which details when we will be actively promoting specific subjects and countries. Benefitting from home page signposting and additional coverage in the primary navigation, it will be a great way of targeting a particular segment of our audience and increasing the ROI of your banners. (see screenshots below)

The month long coverage will create a short term traffic spike for that particular area and can be used to give your campaign an extra boost. For more details please contact your account manager who will be happy to explain how these features can be used to optimise your online advertising and produce the results you require.

I have read and accept the QS Online Terms and Conditions

Name of Signatory _____________________________________________________________ Position: ________________________________

Signature/Stamp _______________________________________________________________ Date: __________________________________

Contact for invoicing ___________________________________________________________ email: __________________________________

Please return the completed form by fax or as an email attachement to your account manager.

Fax Number - +44 20 7284 7201

Organisation ____________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

Position ______________________________________________________________ Email ____________________________________________

Tel _______________________________ Fax ___________________________ Mailing Address __________________________________________

______________________________________________________________________________________________Postcode ________________

Country ________________________________________________________________________________________________________________

www.topgradschool.com:

Full Horizontal Banner ________ Total Impressions ________Agreed CPM Rate

Half Banner ________ Total Impressions ________Agreed CPM Rate

Geo-Targeted? (Please specify countries or regions) ________________________________________________________________

Newsletter Sponsored Article Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

Horizontal Banner Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

Square Button Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

Logo Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

www.topuniversities.com:

Full Horizontal Banner ________ Total Impressions ________Agreed CPM Rate Homepage Rankings

3:1 Rectangle ________ Total Impressions ________Agreed CPM Rate Homepage Rankings

Mid Page Unit (MPU) ________ Total Impressions ________Agreed CPM Rate Homepage Rankings

High Impact ________ Total Impressions ________Agreed CPM Rate Location:________________

Geo-Targeted? (Please specify countries or regions) ________________________________________________________________

Advanced Profiles 6 Months 12 Months

Newsletter Sponsored Article Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

Horizontal Banner Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

Square Button Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

Logo Editions: Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Agreed Total ______

Total package cost ________________

QS Online Order Form 2012

1. Definitions and Interpretation

1.1 In these Conditions the following words and phrases shall have the following meanings unless the context otherwise requires:

“Advertising” any advertising material or promotional material supplied by the Customer for transmission by the Internet from QS’s Site (including without limitation advertising banners being electronic advertising whose dimensions and delivery format are agreed) that are placed on pages of QS Site, customized links and sponsorship logo display;

“Agreement” the agreement for the purchase and supply of the Services in accordance with the Order Form and these Conditions;

“Conditions” means these terms and conditions.

“Customer” theperson(s)firmorcompanytowhomtheServicesareprovided;

“Fees” means the fees and charges payable by the Customer as set out in the Order Form or specifiedbyQSfromtimetotime;

“Internet” the global computer network comprising interconnected networks using standard set of rules that regulate the manner in which data is transmitted between computers;

“Order Form” the order form [to which these Conditions are attached];

“QS” means QS Quacquarelli Symonds Limited company number 2563879, the owner and operator of TopUniversities.com

“QS Site” means TopUniversities.com or any other web site operated and maintained by or on behalf of QS;

“Promotion” any promotion or promotional material supplied by a Customer for transmission by the Internet from QS’s Site;

“Services” the services in respect of the Advertising, and any related services agreed to be provided by QS to the Customer pursuant to the Agreement;

“StartDate” meanstheearlierofthedatespecifiedontheOrderFormandthedateonwhichQSplacesthe Advertising on QS Site;

“Term” theperiodfromtheCommencementDatefortheagreedperiod(asspecifiedintheOrderForm or otherwise expressly by QS) for which the Advertising is to be placed until terminated in accordance with the Agreement.

1.2 In these Conditions, the following rules apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (e) a reference to writing or written includes faxes and e-mails.

1.3 In the event of an inconsistency between the Order Form and these Conditions, the provisions of the Order Form shall prevail.

2. The Services and Obligations

2.1 In consideration of the payment of the Fees QS agrees to perform the Services in accordance with the Order Form. The Agreement shall apply to the provision of the Services to the exclusion of all other agreements. The Customer agrees that either signing the Order Form or [uploading/the placing] of the Advertising on to QS Site shall be deemed acceptance of the Agreement.

2.2 The Customer undertakes and warrants to QS that:

2.2.1 in relation to any Advertising the Customer enters into the Agreement as a principal notwithstanding that the Customer may be acting directly or indirectly for the person whose products or services are being advertised by QS;

2.2.2 the reproduction and/or publication of the Advertising by QS as originally submitted or as amended pursuant to clause 3 will not breach any agreement or infringe or violate any copyright, trade mark, or any other personal or property of any person or render QS liable to any proceedings whatsoever;

2.2.3 any information supplied by the Customer in connection with the provision of the Services is accurate, complete and true in all respects;

2.2.4 in respect of any Advertising which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living personisorcanbeidentifiedtheCustomerhasobtainedtheauthorityofsuchlivingpersontomakeuse of such name, representation and/or copy;

2.2.5 the Advertising complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory regulatory authorities and any law or regulations of the European Economic Community) for the time being in force or which may be applicable in such jurisdiction as the Advertising shall be made available;

2.2.6 the Advertising is legal, decent, honest and truthful and complies with the rules of English national law, all other applicable laws and international codes and all other such relevant codes relating to advertising as may be appropriate.

2.2.7 the Advertising shall not contain any data, image or other material which:

(i) is offensive, obscene or indecent, or is capable of being resolved into obscene or indecent images or material;

(ii) is defamatory, sexist, threatening or racially ethnically or otherwise objectionable;

(iii) is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person;

(iv) is designed to or is likely to cause disruption to any computer system or to any network;

(v) is illegal or is likely to induce an illegal act; and

2.2.8 it has authority to enter into and implement the Agreement.

2.3 TheCustomershallprovidetoQStheAdvertisingintheformatexpresslyspecified(ifany)byQSinthe OrderFormorotherwise(‘theRequiredFormat’)anddosobythedatespecifiedin[theOrderForm].

2.4 Where the Customer is an advertising agency it warrants that it is authorized by its client to place the Advertising with QS and the Customer will indemnify QS against any claim made by the client against QS arising from the publication of the Advertising Material.

2.5 QS shall be entitled at any time without notifying the Customer to make changes to the Services which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided.

2.6 QS shall bear any and all costs of supplying, updating, owning and operating the QS Site. QS shall use reasonable commercial efforts to maintain the availability of QS Site twenty-four (24) hours per day, seven (7) days per week.

2.7 The Customer acknowledges and agrees that QS may specify that it does not endorse any products or services to which the Advertising relates.

2.8 In the event of any disagreement regarding the number of impressions served, the Advertiser agrees that thefiguresprovidedbytheadservingtechnologywillbefinalandbinding.

2.9 QS cannot guarantee the number of impressions. In the event the number of impressions during the campaign period is less than the impressions booked by the Advertiser, QS shall continue to serve the Advertisements after the end of the campaign period until the number of booked impressions is reached.

2.10 In the event advertising copy is received after the deadline supplied by QS the number of impressions booked will be reduced on a pro rata basis for every 24 hours that the copy for the advertisement is supplied after this deadline. For example if copy is provided 2 days late for a campaign that is due to serve 100,000 impressions in a 10 day period, the number of impressions will be reduced by 20,000. There will be no reduction in the fee payable.

3. Acceptance

QS:

3.1 shall upon receipt of the Fees and QS’s acceptance of the Advertising perform the Services on QS Site for the Term subject to the provisions of the Agreement and, in particular, subject to clause 2.3;

3.2 has the right and sole discretion to decline to publish or to omit, suspend or change the position of any Advertising accepted by it;

3.3 may without derogation from the warranties and obligations set out in clause 2 above refuse or require to be amended any artwork, materials or copy for or relating to an Advertising so as to comply with the legal or moral obligations placed upon QS or the Customer or to avoid infringing a third party’s rights or any statutory or regulatory requirements;

3.4 reserves the right at any time during the Term to remove the Advertising from QS Site in the event that QS considers the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of QS; and

3.5 may in its absolute discretion refuse to accept any Advertising (whether or not the QS and the Customer have entered into a binding agreement):

3.5.1 in relation to products which it feels may damage its reputation or not be in the best interests of individuals likely to visit the QS Site;

3.5.2 from any entity which QS considers not to be reputable;

3.5.3 which QS considers may be misleading or may contain inaccurate representations or misrepresentations, to individuals likely to visit the QS Site

3.5.4 is in breach of any of QS advertising policies from time to time; and/or

3.5.5 where the Customer does not satisfy any credit reference search undertaken by QS.

4. Liability

4.1 Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.

4.2 QS accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertising and will not be liable for any loss of copy, artwork, photographs, data or other materials which the Customer supplies to it and the Customer shall be responsible for retaining initspossessionsufficientqualityandquantityofsuchmaterialsforwhatsoeverpurposesitmayrequire.

4.3 In no event shall QS be liable to the Customer whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. ‘Consequential Loss’ shall for these purposes mean (i) pure economic loss (ii) losses incurredbyanyclientoftheCustomerorotherthirdparty(iii)lossofprofits(whethercategorisedas direct or indirect) (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings (vi) losses whether or not occurring in the normal course of business, wasted management or staff time (vii) loss or corruption of data.

4.4 Subject to clauses 4.1, 4.2 and 4.3, QS’s total liability (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed 100% of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to QS during the preceding twelve (12) month period or, if the duration of the Agreement has been less than 12 months, such shorter period, as applicable.

5. Payment Provisions

5.1 QS will charge the Customer the Fees based on the payment structure agreed in the Order Form.

5.2 Additional fees may be charged by QS for delivery of additional value added services such as [tracker and traffickingfees].[ThesearesetoutintheOrderForm.]

5.3 QS may invoice the Customer for the Fees for the Term upon [its acceptance of the Advertising prior to commencement of the Services].5.4 The invoice for the Fees shall be payable in full [prior to the Advertising being published or the Promotion being transmitted by QS on QS’s Site unless otherwise agreed by QS].

5.5 All sums due in respect of the Fees are exclusive of Value Added Tax or other applicable sales tax, for which the Customer shall be additionally liable. All sums due from the Customer which are not paid on the due date (without prejudice to QS’s other rights under this Agreement) shall bear interest at the annual rate of 3% over the prevailing base rate of [name of bank]. Such interest shall accrue from the due date until payment is made in full.

6 Intellectual Property

6. 1 Except as provided in this Agreement, QS retains all right, title and interest in and to the content of QS Site, including without limitation copyrights, trademarks and other intellectual property rights.

6.2 The Customer retains all rights, title and interest in and to the Advertising, including without limitation copyrights, trademarks, database rights and other intellectual property rights.

6.3 Any ideas concepts know-how or techniques developed by QS or obtained during the execution of the Services will be owned exclusively by QS.

7 Customer Responsibility

7.1 It is the responsibility of the Customer to check the accuracy of the Advertising and, without prejudice to the provisions of clause 4, QS assumes no responsibility for the repetition of an error in an Advertising.

7.2 For the purpose and duration of the Advertising the Customer grants to QS a royalty-free non-exclusive licence to use, publish and reproduce the Customer’s name, logo, trade marks and brands to the extent necessary to enable QS to comply with its obligations under the Agreement.

8 Term and Termination

8.1 Subject to the provisions of clauses 3 and 7.2 the Advertising shall be included in QS’s Site for the Term or as otherwise expressly agreed by QS.

8.2 QS may terminate this Agreement by notice in writing to the Customer in the event that:

8.2.1 the Customer fails to pay any amount to QS due under this Agreement and does not make that payment within seven (7) days after receiving notice requiring the Customer to do so;

8.2.2 the Customer fails to perform any of the obligations on its part to be observed or performed pursuant to this Agreement and such failure is not remedied by the Customer within fourteen (14) days after receipt by it of a notice in writing requiring the default to be remedied; or

8.2.3 any of the warranties or representations made by the Customer contained in this Agreement are false or inaccurate in any material way; or

8.2.4 the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of QS.

8.3 Either party shall be entitled to terminate this Agreement immediately by notice in writing to the other if the other party shall:

8.3.1 commit any material breach of any of its obligations under this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 14 days after receipt of a written request so to do;

8.3.2 passaresolutionforwinding-up(otherwisethanforthepurposeofabonafideschemeofsolvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;

8.3.3 make any voluntary arrangement with its creditors or become subject to an administration order;

8.3.4 have a receiver or administrative receiver appointed;

8.3.5 cease or threaten to cease to carry on business; or

8.3.6 have any similar event occur under the law of any other relevant jurisdiction in respect of it.

9 Indemnity

The Customer undertakes to QS that the Customer will, without prejudice to any other right of action whichQSmayhave,attimeskeepQSfullyandeffectivelyindemnifiedagainstanyliability(whichliabilityshall include, without limitation, all losses, costs, claims, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which QS may suffer or incur as a result of any Advertising, the infringement of any intellectual property rights of any third party or by reason of any breachornon-fulfilmentofanyoftheCustomer’sobligationsinrespectoftheAgreement.

10 Confidential Information

10.1 EachpartymayusetheConfidentialInformationofadisclosingpartyonlyforthepurposesofthis AgreementandmustkeepconfidentialallConfidentialInformationofeachdisclosingpartyexcept

totheextent(ifany)therecipientofanyConfidentialInformationisrequiredbylawtodisclosethe ConfidentialInformation.

10.2 EitherpartymaydiscloseConfidentialInformationoftheotherpartytothoseofitsemployeesand agentswhohaveaneedtoknowtheConfidentialInformationforthepurposesofthisAgreementbut onlyiftheemployeeoragentexecutesaconfidentialityundertakinginaformapprovedbytheotherparty.

10.3 BothpartiesagreetoreturnalldocumentsandothermaterialscontainingConfidentialInformation immediately upon completion of the Services.

10.4 TheobligationsofconfidentialityunderthisAgreementdonotextendtoinformationthat:

(i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement;

(ii) is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or

(iii) is required by law to be disclosed.

10.5 Forthepurposesofthisclause10,“ConfidentialInformation”isallnon-publicinformationconcerning the business, technology, internal structure and strategies of the disclosing party which is conveyed to the recipientpartyorallyorintangibleformandiseithermarkedas“confidential”,identifiedasconfidential priortodisclosureoris,byitsnature,confidential.11 Data Protection

Each party undertakes to comply with its obligations under the Data Protection Act 1998.

12 Third parties

Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Services is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

13 Force Majeure

13.1 Except with respect to obligations to pay the Fees or other charges, ‘Force Majeure’ means anything outsidethereasonablecontrolofaparty,includingbutnotlimitedto,actsofGod,fire,storm,flood, earthquake, explosion, accident., acts of the public enemy war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, ceasing to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

13.2 If a party is ‘wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.

13.3 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.

14. Waiver of Remedies

No forbearance, delay or indulgence by either party in exercising or enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party or available by law is exclusive of any other right, power or remedy available to that party.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to the subject matter.

16. No Assignment

The Customer shall not without the prior written consent of QS assign, transfer, charge or deal in any other manner with this Agreement or its rights under it or part of it, or purport to do any of the same, nor sub-contract nor appoint sub-agents or delegates of any or all of its obligations under this Agreement.

17 Notices

17.1 Any notice or other communication required to be given to a party under or in connection with this Agreementshallbeinwritingandshallbedeliveredbyhandorsentbypre-paidfirst-classpostorother nextworkingdaydeliveryserviceorairmail,atitsregisteredofficeoranyaddresssetoutintheOrder Form, or sent by fax to the other party’s main fax number.

17.2 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by fax, at 9.00 am on the next business day after transmission, or otherwise at 9.00 am on the second business day after posting, onthefifthbusinessdayafterpostingifbyairmailoratthetimerecordedbythedeliveryservice.

17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.

18 Governing Law and Jurisdiction

18.1 This Agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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