Topiary House Ltd

Terms and Conditions Pilot Franchise Sales & Hiring

Index

1 Introduction to our Terms of Agreement

2 Agreed Term

3 Counties and Town

3.1 The Pilot Franchisee Sales-County

3.2 The Pilot Distributor Sales-Town

4 Revenue

4.1 Revenue

4.2 Non Performance

5a Purchasing for Pilot Franchisee Sales and Pilot Distributor Sales

5a.1 Purchasing Requirement

5a.2 Sub Mission of Purchase Order

5a3 Supplier’s confirmation of Purchase Order

5a.4 Payment procedure on receipt of Pro-Forma Invoice

5a5 Delivery of Goods

5a6 Identifying damaged goods or goods that are tarnished on delivery

5a7 Returned Goods-Credit Note

5a8 Missing Products-Refund

5b Purchasing for Pilot Franchisee Hiring and Pilot Distributor Hiring

5b 1 Premises

5b 2 Maintenance.

5b 3 Purchases for Hiring

5b 4 Pilot Distributor Hiring

5b 5 Availability

5b 6 Hiring Guidelines

5b 7 Discretionary Hiring Costs- subject to change on written notice

5b 8 Transportation

5b 9 Purchasing Topiary Plants for Re-sale

5b 10 Purchasing Requirement

5b 11 Sub Supplier’s confirmation of Purchase Order

5b 12 Mission of Purchase Order

5b 13 Payment procedure on receipt of Pro-Forma Invoice

5b 14 Delivery of Goods

5b 15 Identifying damaged goods or goods that are tarnished on delivery.

5b 16 Returned Goods-Credit Note

5b 17 Missing Products- Refund

6 Commitments

6.1 No Capital Payment for the Pilot Franchise and no payment for Marketing Costs

6.2 Operating Manual and Agreement costs

6.3 Participating Pilot Franchisees Adoption

6.4 Placement

6.5 Packing and Shipping

6.6 Returns and Exchanges

6.7 Location Count

6.8 Demographic Locations

7 Marketing

7.1 Marketing Plans

7.2 Marketing.

7.3 Marketing Record Keeping

7.4 Marketing Obligations of the Pilot Franchisor

7.5 Marketing Report

7.6 Marketing Acknowledgement of Resources

7.7 Web Site of the Pilot Franchisee Sales and /or the Pilot Distributor

7.8 Electronic Marketing

7.9 Pilot Franchisor existing resources

7.10 Pilot Franchisor’s Data Base

7.11 Leaflet Distribution-Wedding Fair and Trade Fair Representation

7.12 Inter Branch marketing support

8 Electronic Reporting

8.1 Reasonable Access

9 Review

9.1 Review of the Franchise Agreement

10 Termination

10.1 Defaulting Party/Parties

10.2 Material Fact

10.3 Insolvency or Bankruptcy

10.4 Failure to make Payment

11 Public Disclosures

11.1 Press release or public announcement

11.2 Confidential Information

11.3 Compliance with Law

12 No Right to use names

12.1 Non Usage without Pilot Franchisor consent

12.2 Restraint of Trade

13 Assignments

13.1 Assignment Restrictions

14 Audit Rights

14.1 Authority to Audit

14.2 Re-Imbursement

14.3 Limitations of Audit

14.4 Regular business hours

14.5 Record keeping

14.6 Inspect and Audit

14.7 Consequences of Audit

15 Franchisors representations and Warranties

16 Force Majeure

17 Indemnifications

18 Remedies

19 Definitions

Terms and Conditions for Pilot Franchisee Sales/Hiring or Pilot Distributor Sales/Hiring.

Topiary House Ltd t/a as the House of Topiary (The Pilot Franchisor) a company existing and registered under the laws of the United Kingdom with its Head office located atWatford, Hertfordshire and the Particpating Franchisees sales and hiring

Whereas the Pilot Franchisor and certain of its affiliates own operate, and Franchise Topiary House Ltd Trading as The House of Topiary, throughout England, Wales and Scotland, which amongst other things rent, hire, sell and market products and services to the general public, registered companies and government bodies and whereas

1. Introduction to our Terms of Agreement

The Pilot Franchisor and certain of its affiliates acquire, hire, produce, licence, market and sell products and services and the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring is willing to purchase goods from the Pilot Franchisor, named hereunder, within the boundaries of his county and towns, as set out under Government statute.

The Pilot Franchisee Sales /Hiring acknowledges and agrees that the Pilot Distributor Sales/Hiring for purposes of the agreement will be limited to a 50 mile boundary radius of the town acquired for his Franchise and business activities.

Whereas

The Pilot Franchisor is willing to provide various limited marketing, advertising and promotional services and activities as described herein, in support of the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,is also willing to provide as more described hereunder, additional marketing support with promotional marketing advertising and promotional services and activities and undertakes to provide the Pilot Franchisor a Marketing assessment of its county supported with activities towards accomplishing the Franchise marketing objectives for his County or Town.

Now therefor, based on the above premises and in consideration of the above covenants and terms and conditions contained herein and intend to be legally bound with the parties as follows;-

2 Agreed Term;-the term and conditions shall be for the period of 12 months as measured from the date of an Agreement is a “contract year”

3 Counties and Town

Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring

3.1 The County for purposes of this agreement with respect to goods and services shall be specified and agreed to, their processions and territory, except with respect to those services for purposes of this agreement with respect to products and services , shall be their territory and possessions, for which the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring .has only distribution rights, in which case the territory in respect of which products and services shall be limited to England and if to the extent the Franchisor owns or controls such rights, to territories and possessions of England.

3,2 The Town for purposes of this agreement with respect to goods and services shall be noted and confirmed by the Pilot Franchisor, their processions and territory, except with respect to those services for purposes of this agreement with respect to products and services , shall be their territory and possessions, for which the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, has only distribution rights, in which case the territory in respect of which products and services shall be limited to England and if to the extent the Franchisor owns or controls such rights, to territories and possessions of England.

4 Revenue

Revenue

4.1 Pilot Franchisee Sales and the Pilot Franchisee Hiring , shall remit to the Pilot Franchisor a percentage agreed too, of Total sales for that month and each month of the term period ,excluding vat.

4.1a The Pilot Distributor Sales and the Pilot Distributor Hiring, shall remit to the Pilot Franchisee Sales and The Pilot Distributor Hiring respectively a percentage agreed too, of Total sales for that month and each month of the term period, excluding vat.

Non Performance

4.2 Should the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring fail to order any goods during any particular calendar month of the term of the agreement it is agreed by the Pilot Franchisee Sales and the Pilot Distributor Sales that a payment of £100 will be levied against both parties as a penalty of non-performance to the Pilot Franchisor.

It is also acknowledged that the minimum of such orders of products will be £1000 pm exclusive of vat, unless otherwise notified in writing by the Pilot Franchisor to the contrary.

This charge is accepted by the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring , as been a reasonable charge been made for non-performance.

5a Purchasing

Purchasing Requirement for Pilot Franchisee Sales and Pilot Distributor Sales

5a.1 The following purchasing requirements shall apply to all Locations of the Pilot Franchisee Sales/ or Pilot Distributor Sales and should any changes be made at any time by the Pilot Franchisor, the Pilot Franchisee Sales/ or Pilot Distributor Sales will be notified in writing accordingly.

Procedure in sub mitting a Purchase Order-Pilot Franchisee Sales and Pilot Distributor Sales

Sub Mission of Purchase Order

5a.2 Pilot Franchisee Sales sub mission of purchase order to the Pilot Franchisor;-

Pilot Franchisee Sales completes the order requisition and submits it to the Pilot Franchisor for processing.

Purchase orders sent from the Pilot Distributor Sales to the Pilot Franchisee Sales, the Pilot Distributor Sales, will take responsibility for such orders will send the Purchase Order to the Pilot Franchisor for processing.

Supplier’s confirmation of Purchase Order

5a 3 The Pilot Franchisor will check the purchase orders received for any irregularities or omissions. .

On receipt of the “supplier’s confirmation to the order requisite” the Pilot Franchisor will confirm to the Pilot Franchisee Sales the details of delivery in the form of a pro forma invoice to the Pilot Franchisee Sales

Payment procedure on receipt of Pro-Forma Invoice

5a.4 On receipt of the pro forma invoice the Pilot Franchisee Sales will send payment via internet banking to the Pilot Franchisors banking account, under confirmation.

The Pilot Franchisor will on confirmation of payment arrange for the supplier to prepare the goods for transportation to the address as noted on the order requisition form.

The Pilot Franchisee Sales will on receipt of the pro Forma Invoice from the Pilot Franchisor send a Pro Forma Invoice to the Pilot Distributor Sales for immediate payment of his order, provided the order requisition originated from the Pilot Distributor Sales.

Should however the order requisition be for the Pilot Franchisee Sales own account, payment must be sent to the Pilot Franchisor in the normal course.

Delivery of Goods

5a.5 The pilot Franchisor will ensure together with the supplier that the goods as ordered are transported to the address noted on the order requisition form as well as advising the date of the delivery to the Pilot Franchisee Sales.

Dependent from whom the order requisition originated from originally, they are to ensure that they are available to receive the goods, have the goods checked and sign the delivery note, copy of which must be sent to the Pilot Franchisor.

Identifying damaged goods or goods that are tarnished on delivery.

5a.6 The Pilot Franchisee Sales and/or the Pilot Distributor Sales or a nominated party must decide on delivery, which goods should be returned with the driver that are damage or tarnished in any way.

The returned goods must be signed for by the returning driver on the delivery note.

The delivery note in all instances must be sent to the Pilot Franchisor signed for by the recipient (authorized) and when goods are returned they must be stated on the delivery note and signed for by the supplier’s delivery driver. Copy of the delivery note must be retained by either the Pilot Franchisee Sales or Pilot Distributor Sales.

Should the delivery driver not sign the delivery note of the returned goods a refund cannot be considered as the supplier will question whether the goods have been returned or not. The Pilot Franchisor therefor cannot consider a refund of the cost of goods.

Once the driver leaves the delivery address these goods cannot be returned because of the cost of transportation for its return. This is based on the assumption that there are only one or two items to be returned.

Returned Goods-Credit Note

5a.7 The necessary credit note must be processed by the Pilot Franchisee Sales and sent to the Pilot Franchisor, who will arrange for a refund from the supplier if the credit note has been signed by the recipient and if any goods have been returned been signed for by the suppliers driver.

It is further agreed that should this method of the return of goods change at any future date either by the Supplier or the Pilot Franchisor for any unforeseen reason notice will be given of such changes to the Pilot Franchisee Sales and /or the Pilot Distributor Sales.

5a.8 Missing Products- Refund

For each product type that is lost, stolen or otherwise not reasonably accounted for on delivery of the goods the Pilot Franchisee Sales and/ or the Pilot Distributor Sales, must immediately advise the Pilot Franchisor.

The Pilot Franchisor will on receipt of the credit note pass a credit at the applicable wholesale price to the Pilot Franchisee Sales provided that the delivery driver has acknowledged that such discrepancy has occurred on delivery of the goods. This will be noted and signed for by the delivery driver.

5b Purchasing Requirement for Pilot Franchisee Hiring and Pilot Distributor Hiring

Premises

5b.1 The Pilot Franchise Hiring acknowledges and agrees that he has available suitable premises to accommodate at least 30 Topiary Plants and Planters for the purposes of Hiring.

Maintenance.

5b.2 Furthermore the pilot Franchisee Hiring will employ a suitable person to maintain the Topiary Plants whilst in situ at their own expense.

Purchases for Hiring

5b.3 The Topiary Plants required for Hiring are to be purchased from the Pilot Franchisee Sales within The Pilot Franchise Hiring own county, at a percentage over cost, excluding vat.

Pilot Distributor Hiring

5b.4 The Pilot Franchisee Hiring agrees to hire the topiary plants, planters and accessories and Planters as and when needed to the Pilot Distributor Hiring at a percentage addition to be agreed upon by the Pilot Franchisor.

Availability

5b.5 This does not restrict the Pilot Franchisee Hiring to hire out to other interested parties and will be treated on the basis of first come first served.

The Pilot Distributor Hiring also has the availability of ordering his hiring requirements from neighbouring counties in need, who possibly might have the availability of stock to hire, provided that his own county is unable to assist.

That is on the understanding that there is a neighbouring hiring franchise available at the time of hiring.

Hiring Guidelines

5b.6 Both The Pilot Franchisee Hiring and or the Pilot Distributor Hiring agree to adhere to the parameters as guidelines set out below for hiring. Discretionary pricing can be considered under advisement to the Pilot Franchisor.

Discretionary Hiring Costs- subject to change on written notice

5b.7 Cost of Hire-minimum charge is £250-00 which covers transportation costs, loading and offloading, placement, collection and decoration of each topiary plant within a radius of 10 miles of your business location. Over 10 miles a discretionary charge per mile can be considered.

In addition a charge is set for each Topiary Plant which a set rate of £35-00 per Topiary Plant. Minimum order 4 Topiary Plants.

“Van Capacity Loading Package

Package- 1 Medium Based Van- (L) 2.2 m, (W) 1.7m, (H) 1.4m. Cost £650-00

Package- 2 Long Wheeled Base Van- (L) 3.4m (W) 1.7m (H) 1.7m Cost £950-00

Package- 3 Long Wheeled Base Van- (L) 4.1m (W) 1.7m (H) 1.8m Cost £1200-00

Package- 4 Luton Van with Tail Lift - (L) 4.2m (W) 2.0m (H) 2.2m Cost £1700-00

The price per package includes a 2 Day Hire Period as well as Transportation-Delivery and Collection and site placement. In addition it is inclusive of Led Lights for the Topiary Plants.

Flexibility of cost will be determined by the number of Topiary Plants and their sizes selected.

Transportation

5b.8 Transportation over and beyond a 50 mile radius from your location will incur an additional charge per mile at your discretion. Should you require a Van to meet the Capacity Loading Package; this will have to be hired at your cost.

Additional days required over the 2 day Hire parameter, 10% of the total Package Cost selection will be made for each additional day.

Prices above exclude vat.

Purchasing Topiary Plants for Re-sale

5b.9 In the event you require Topiary Plants and or Accessories for re-sale, these can be ordered directly through your local Pilot Franchisee Sales within your county.

The cost of such purchases will be on the following basis – Pilot Franchisee Hiring at cost plus 40%, Pilot Distributor Hiring Cost plus 60%, excluding vat.

5.b10 The following purchasing requirements shall apply to all Locations of the The Pilot Franchisee Hiring and or the Pilot Distributor Hiring and should any changes be made at any time by the Pilot Franchisor, The Pilot Franchisee Hiring and or the Pilot Distributor Hiring will be notified in writing accordingly.

Procedure in sub mitting a Purchase Order

Sub Mission of Purchase Order

5b.11 All purchases are to be made directly from the Piot Franchisee Hiring to the Pilot Franchisee Sales- should the Pilot Distributor Hiring require to purchase goods they must go through the Pilot Franchisee Hiring who in turn will sub mit the order to the Pilot Franchisee Sales. The following procedure will then apply;-

Pilot Franchisee Sales sub mission of purchase order to the Pilot Franchisor;-

Pilot Franchisee Sales completes the order requisition and submits it to the Pilot Franchisor for processing.

Supplier’s confirmation of Purchase Order

5b.12 The Pilot Franchisor will check the purchase orders received for any irregularities or omissions. .

On receipt of the supplier’s confirmation to the order requisite the Pilot Franchisor will confirm to the Pilot Franchisee Sales the details of delivery in the form of a pro forma invoice to the Pilot Franchisee Sales

Payment procedure on receipt of Pro-Forma Invoice

5b.13 On receipt of the pro forma invoice the Pilot Franchisee Sales will send payment via internet banking to the Pilot Franchisors banking account, under confirmation.

The Pilot Franchisor will on confirmation of payment arrange for the supplier to prepare the goods for transportation to the address as noted on the order requisition form.

The Pilot Franchisee Sales will on receipt of the pro Forma Invoice from the Pilot Franchisor send a Pro Forma Invoice to the Pilot Franchisee Hiring for immediate payment of his order, provided the order requisition originated from the Pilot Franchisee Hiring and it is for his account.

Should however the order requisition be for the Pilot Distributor Hiring the Pilot Franchisee Hiring is to submit an Invoice to the Pilot Distributor Hiring requesting immediate payment for his order.

Delivery of Goods

5b.14 The Pilot Franchisor will ensure together with the supplier that the goods as ordered are transported to the address noted on the order requisition form as well as advising the date of the delivery to the Pilot Franchisee Sales who will in turn advise the Pilot Franchisee Hiring and in need advisement to the Pilot Distributor Hiring.

Dependent from whom the order requisition originated from originally, they are to ensure that they are available to receive the goods, have the goods checked and sign the delivery note, copy of which must be sent to the Pilot Franchisor.

Identifying damaged goods or goods that are tarnished on delivery.

5b.15 The Pilot Franchisee Hiring and/or the Pilot Distributor Hiring or a nominated party must decide on delivery, which goods should be returned with the driver that are damage or tarnished in any way.

The returned goods must be signed for by the returning driver on the delivery note.

The delivery note in all instances must be sent to the Pilot Franchisor signed for by the recipient (authorized) and when goods are returned they must be stated on the delivery note and signed for by the supplier’s delivery driver. Copy of the delivery note must be retained by either The Pilot Franchisee Hiring and/or the Pilot Distributor Hiring

Should the delivery driver not sign the delivery note of the returned goods a refund cannot be considered as the supplier will question whether the goods have been returned or not. The Pilot Franchisor therefor cannot consider a refund of the cost of goods.

Once the driver leaves the delivery address these goods cannot be returned because of the cost of transportation for its return. This is based on the assumption that there are only one or two items to be returned.

Returned Goods-Credit Note

5b.16 The necessary credit note must be processed by the Pilot Franchisee Hiring and/or the Pilot Distributor Hiring and sent to the Pilot Franchisor, who will arrange for a refund from the supplier if the credit note has been signed by the recipient and if any goods have been returned been signed for by the suppliers driver.

It is further agreed that should this method of the return of goods change at any future date either by the Supplier or the Pilot Franchisor for any unforeseen reason notice will be given of such changes to The Pilot Franchisee Hiring and/or the Pilot Distributor Hiring.

Missing Products- Refund

5b.17 For each product type that is lost, stolen or otherwise not reasonably accounted for on delivery of the goods The Pilot Franchisee Hiring and/or the Pilot Distributor Hiring, must immediately advise the Pilot Franchisor.

The Pilot Franchisor will on receipt of the credit note pass a credit at the applicable wholesale price to The Pilot Franchisee Hiring and/or the Pilot Distributor Hiring s provided that the delivery driver has acknowledged that such discrepancy has occurred on delivery of the goods. This will be noted and signed for by the delivery driver.

6 Commitments

No Capital Payment for the Pilot Franchise and no payment for Marketing Costs

6.1 It is understood and agreed that the Pilot Franchisor has not requested a capital payment from The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring to cover any marketing support nor has the Pilot Franchisor requested any payment up front for The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring participation in the said Franchise with the exclusion of £500 and £250 respectively, for costs pertaining to the expense of drawing up this Agreement and the Operating Manual.

Operating Manual and Agreement costs.

6.2 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring have agreed therefore to pay on signature of this agreement £500 and £250 respectively, towards the costs of drawing up the Agreement and Operating Manual.

Participating Pilot Franchisees Sales and Pilot Franchisee Hiring Adoption

6.3 While the Pilot Franchisee Sales and Franchisee Hiring, cannot guarantee that its Pilot Distributors Sales /Hiring will adopt this Agreement, the Pilot Franchisee Sales and Pilot Franchisee Hiring will use good faith commercially reasonable efforts to recommend adoption of the Agreement to its Distributors and anticipates a high level of adoption thereby.

The Pilot Franchisor hereby agrees that each participating Franchisee shall execute a letter agreement which has been approved by the Pilot Franchisor in form and substance, in favour of the Pilot Franchisor, agreeing to be bound by this “terms and conditions” as if it were a party hereto.

The Pilot Franchisee Sales and Franchisee Hiring , shall be liable for each Participating Franchisee’s performance i.e. (Pilot Distributor Sales and Pilot Distributor Hiring) of its financial obligations hereunder, as if such Participating Franchise was a location.

The Pilot Franchisor shall have the right to proceed against the The Pilot Franchisee Sales and Franchisee Hiring ,for money only for any failure of a Participating Franchisee (Pilot Distributor Sales and Hiring) to fully perform the financial terms and conditions of this agreement.

Participating Franchises (Pilot Distributor Sales/Hiring) shall be subject to the same terms and conditions under this, agreement, as locations, unless specifically designated otherwise.

Implementation of the agreement at the Franchise level and Franchise payments there under will be administered by the Pilot Franchisor.

Placement

6.4 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring shall exercise good faith commercially reasonable efforts to maximise Revenue on the sale, rental of Products and Services at all times during the Revenue period.

The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring shall make available for sale or rental at each location all of the products and services purchased for such location.

Packing and Shipping

6.5 The Pilot Franchisor will be solely responsible for making the Products and services ready for the consumer and for shipping the Products and Services directly from the supplier destination centre to The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring location or nominated address location.

Returns and Exchanges

6.6 The purchase requirements as set forth in Paragraph 5.6 shall not be subject to any exchanges because of the cost of such replacement. The Pilot Franchisor will refund damaged or defective products provided they have been returned immediately with the delivery driver. Defective products shall mean those that are mechanical defective, miss packaged, physically blemished, or contain extraneous material.

The Pilot Franchisee Sales and /or the Pilot Distributor Sales shall report defective or damaged products to the Pilot Franchisor promptly on the day the goods are received of such defect or damage.

It is agreed that on no account will the Pilot Franchisor accept or consider re- imbursement should The Pilot Franchisee Sales and /or the Pilot Distributor Sales, not adhere to paragraph 5.6 of this agreement.

Location Count

6.7 The Franchisor will on a calendar month basis notify Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, the number of currently operating locations including Participating Franchises, Non Participating Franchises, New Franchise Locations and recently closed locations.

Demographic Locations

6.8 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, will provide the Pilot Franchisor on ongoing basis information regarding the demographic makeup generally of Franchisee customers.

7 Marketing

Marketing Plans

7.1 With respect to advertising of the Franchises Products Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, acknowledges and agrees to consult and keep the Franchisor reasonably appraised of its marketing plans and activities then current customary marketing support policies and practice to the extent that they are reasonable and practical. The Pilot Franchisor shall have the right to approve such plans and either party will provide a timely opportunity for approval of said approval by the Pilot Franchisor.

The Pilot Franchisor shall exercise its approval rights in a timely and reasonable manner.

7.1 Should either the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, fail to comply in good faith with its obligations, the Pilot Franchisor shall be entitled to give written notice to either of the participants of such failure

In no event shall the Pilot Franchisor be obligated to provide such advertising which it would have otherwise been reasonably obligated to provide during such time should either of the participants failed under its obligations and suspended due to either one of the participants failure to full fill its obligations.

Marketing

7.2 The Pilot Franchisor, Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, mutually agree to combine their marketing efforts jointly to attract business clients from their own individual sources and for their own account.

Marketing Record Keeping

7.3 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, have agreed to keep a record of potential clients and confirmed clients for The Pilot Franchisor during the term of the agreement and will hand this over at the end of the term agreement period, to the Franchisor.

Marketing Obligations of the Pilot Franchisor

7.4 The Pilot Franchisor will encourage Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring to progressively market the services and products of the Franchise within the county and Town designated for the participant’s at the Pilot Franchisor’s own cost.

Marketing Report

7.5 It is understood and agreed that a marketing report will be required at month end from Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring in order to evaluate what progress and activities that have been made towards marketing the Franchise’s products and services.

Marketing Acknowledgement of Resources

7.6 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring acknowledges that they have the ability and staff as well as funds to accomplish within reason to secure new clients and prospects to full fill these obligations for the Franchise.

Web Site of the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring

7.7 It is understood and agreed that The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring will establish on their current web site a category that relates to the “Sales of Topiary” or in the case of Hiring” Topiary Plants for Hire”

All completed insertions relating to the Franchise must be confirmed with the Pilot Franchisor prior to such insertion and mutually agreed on before such insertion can be implemented.

It follows that the content within such Categories are to be discussed, reviewed and mutually agreed to on an ongoing basis by the Pilot Franchisor and participants.

It is also agreed that any referrals directed to the Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, through their web sites for business pertaining to the Franchise a copy of such referral must be sent to the Pilot Franchisor for his records.

Electronic Marketing

7.8 It follows and is agreed to that any marketing done on the electronic media such as Face Book, Skype, E-mails etc. by The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, it is clearly understood and agreed that any insertions of content relating to the Franchise what so ever is the responsibility of The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring.

The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, exonerates the Franchise from any laws been violated under the name of Topiary House T/a the House of Topiary.

Pilot Franchisor existing resources

7.9 The Franchisor will market on behalf of The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, for his designated territory from the following existing resources;

Web site

www.topiaryhouse.co.uk.

It is understood and agreed that the Pilot Franchisor will establish on their current web site a category that relates to the “Sales of Topiary” or in the case of Hiring” Topiary Plants for Hire” as well as a listing of all The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,counties or towns respectively.

It follows that any referrals from this source will be dealt with by the Franchisor on behalf of The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring and any positive requisite for our services and products, will be passed on to the respective Pilot Franchisee Sales and /or the Pilot Distributor Sales counties or Towns respectively ,for adoption.

The Marketing Month end Return will indicate these names and what action was taken for these prospective clients from The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring.

Pilot Franchisor’s Data Base

7.10 The Franchise data base is kept up to date on an ongoing basis and comprises of some 13,000 contactable names related to the Horticultural and Services sector and will be used to attract business for The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring.

Any referrals received, will be passed on to The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring and allocated according to their county or town.

It is agreed that such names will remain the property of the Franchise and furthermore after the term agreement period any such record of these names and correspondence held The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, will be returned to the Pilot Franchisor to ensure that they are not used after the term period, has expired.

It is also acknowledged and agreed by The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,that after termination or expiry of this Agreement the Participants will confirm in writing that no records are held whatsoever, pertaining to the Franchise.

Leaflet Distribution-Wedding Fair and Trade Fair Representation

7.11 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, agree that any costs directed to their marketing efforts, will be for their own account.

The Franchisor in turn agrees to absorb his own marketing expenditure.

Any representation at Wedding Fairs and Trade Fairs will be encouraged by the Pilot Franchisor and feedback will be welcomed.

It is acknowledged by The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,that Leaflet distribution is a good marketing tool and is to be encouraged to improve their sales.

7.12 Inter Branch marketing support

It is agrees by The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,that all Direct referrals and or marketing leads incoming that do not pertain to their County or Town respectively will be forwarded to the Pilot Franchisor for re-direction to the applicable County or Town.-Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring.

8 Electronic Reporting

Reasonable Access

8.1 At no cost or expense to the Pilot Franchisor The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, will provide to the Pilot Franchisor daily access to The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring products and services information along with monthly or weekly summaries in such form as may be reasonably specified by the Franchisor from time to time of all performance information as to The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, sale or rental of products

8 Electronic Reporting- Continued

and services, including not limited to daily sales or rental of products or services from each location on a location or by location basis.

9 Review

Review of the Franchise Agreement

9.1 Within 30 calendar days following the end of each contract year the parties should meet in good faith to review the terms of this agreement.

Should no Agreement be reached between the parties with respect to adjusting or amending the terms of the Agreement, the then current terms of the Agreement shall remain in force and effect.

Within the 30 calendar days following the end of the month of the Term of this agreement, either party may give 1 months’ notice to terminate this Agreement.

If such notice is given by either party, from such notification forward The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring shall have no right or obligation to purchase additional products and or services under this agreement and the Franchisor shall be relieved of any right or obligation to sell products or services to the participants under this agreement.

10 Termination

Defaulting Party/Parties

10.1 The following transactions or occurrences shall constitute material events of default (Each an Event of Fault) by the applicable party (the Defaulting Party) hereunder such at, in addition to and without prejudice to or limiting any other rights and remedies available to the non- defaulting party by giving written notice thereof to the other party at law, or in equity the non-defaulting party may elect to immediately and prospectively terminate this agreement at the sole discretion of the non-defaulting party by giving written notice thereof to the other party at any time after the occurrence of an event of default setting forth sufficient facts to establish the existence of such event or fault.

Material Fact

10.2 A material breach by a party of any material covenant, material warranty, or material representation contained herein, where such defaulting party fails to cure such breach

within 30 Calendar days after written notice thereof or within such specific cure period as is expressly provided elsewhere in this Agreement or

Insolvency or Bankruptcy

10.3 A party makes an attempt to make an arrangement for the benefit of the creditors or a voluntary or involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the event any action or proceedings instituted relating to any of the foregoing and the same is not dismissed within 30 calendar days after such institution or

Failure to make Payment

10.4 A failure by either party/parties to make payment of any monies payable pursuant to the agreement as and when payment is due .Except as otherwise provided herein, no termination of this agreement for any reason shall relieve or discharge any party/parties hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination.

11 Public Disclosures

Press release or public announcement

11.1 Each party agrees no press release or public announcement relating to the existence of terms of this Agreement (including within the context of a trade press or other interview or advertisement in any media) shall be issued without the express prior written approval of the other party hereto.

11.2 Confidential Information

During the term and for a period of 10 years thereafter The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, shall hold and shall cause each of their directors, officers employees, and agents to hold in confidence the terms of this agreement (including the Financial Terms and provisions hereof and all information received pursuant to, or developed in accordance with this Agreement) specifically including but not limited to the Franchisor.

The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, as well as the Franchisor hereby acknowledge and agree that all information contained in, relating to or furnished pursuant to this agreement, not otherwise known to the public, is confidential and proprietary and is not to be disclosed to third parties without the prior written consent of the Franchisor.

11.2 Confidential Information

Neither The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring shall disclose such information to any third party (other than to officers, directors, employees, attorneys, Accountants, and agents of The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring or the affiliates of either, who have a business reason to know or have

11.2 Confidential Information-cont.

acess to such information, and only after each of whom agrees to being bound by this paragraph) except;-

Compliance with Law

11.3 To the extent necessary to comply with any law or the valid order of a Government Agency or court of competent jurisdiction or as part of its normal reporting or review procedure to regulatory proceedings or as required by the rules of any major stock exchange on which either part’s stock maybe listed provided however, the party making such disclosure shall seek and use reasonable efforts to obtain confidential treatment of said information and shall promptly, to the greatest extent practical, notify the other party in advance of such disclosure.

As part of the normal reporting or review by its parent Franchisee - The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, its Auditors and its attorneys

To the extent necessary to obtain appropriate insurance, to its insurance agent or carrier, that such agent or carrier agrees to the confidential treatment of such information.

12 No Right to use names

Non Usage without Pilot Franchisor consent

12.1 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, nor locations nor participating Franchisees shall acquire any right to use nor shall use any copyright, trademarks, characters or designs owned or controlled by the Franchisor or any of its affiliates, including without limitation the names, The House of Topiary and or Topiary House, alone or in conjunction with other words or names, in any advertising, publicity or promotion, either express or implied without the Franchisor’s prior consent in each case, and in no case shall The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, or location advertising, publicity, or promotion express or imply any endorsement of the same, without the Pilot Franchisor consent in writing.

The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, shall not acquire any right to use, nor shall use the same the name The House of Topiary and or Topiary

Restraint of Trade

House, alone or in conjunction with other words or names, or any copyrights, trademarks, characters or designs of the same in any advertising, publicity or promotion, express or implied without the Franchisors prior consent in each case and in no case shall any participant advertising, publicity, or promotion express or imply any endorsement of the same.

12.2 It is acknowledged and agreed by both The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, that the Franchise as noted hereunder is to be conducted in conjunction with their existing business as the nature of such Franchise lends itself and is complimentary to The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,It is notably seen as an extension of their existing business.

It is also acknowledged and agreed by both The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, that on cessation of the Franchise Agreement, their trading activities of Topiary Plants and its accessories will cease within the confines of their county or town respectively, for a period of 2 years either in their own names or in any other name.

This clause is seen to be fair and reasonable.

13 Assignments

Assignment Restrictions

13.1 These Terms and Conditions the rights and licences granted hereunder are personal and neither party shall have the right to neither sell assign, transfer, mortgage, pledge nor hypothecate (Each an assignment) any such rights or licence in whole or in part without the prior written consent of the non-assigning party, nor will any of the said rights or licences be assigned or transferred to any third party by operation of law, including without limitation, by merger or consolidation or otherwise provided, however, that an assignment, pursuant to or resulting from a sale of all or substantially all of the assets or all or a majority of the equity of Franchisee to any persons or person or in any other form of business combination such that the Franchise business as currently existing remains substantially intact including, without limitation, a sale to the public, shall not require such consent so long as such assignment is not to a competitor.

In the event that The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring or Franchisor assigns its rights or interest in or to this agreement in whole or in part, the assigning party will never the less continue to remain fully and primarily responsible and liable to the other party for prompt full complete and faithful performance of all terms and conditions of this agreement.

14 Audit Rights

Authority to Audit

14.1 During the term and continuing until 6 months following the date of expiration or earlier termination of this agreement the Franchisor may, audit the financial books, information systems and records of The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,as reasonably as necessary to verify participants compliance with its obligations under this agreement provided however that

Re-Imbursement

14.2 Such audit should be at the whole cost and consent of the Franchisor (unless such audit reveals that payment due to Franchisor for any period during the term of the contract period were understated by more than 5 %, in which case in addition to all other rights which Franchisor may have, The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring shall promptly reimburse Franchisor to the extent of its reasonable out of pocket costs of such audit)

Limitations of Audit

14.3 The Franchisor may not audit more than twice per year and no such audit should continue for more than 10 calendar days from the date the auditors are given access to the applicable records and

Regular business hours

14.4 Any such audit shall be conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring

Record keeping

14.5 The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring , shall keep and maintain complete an accurate books of account and records in connection with its obligations under this Agreement at its principal place of business until the expiration of this agreement or earlier as noted below within 1 month of such expiry, following the date of rendering of the initial statement reflecting such records unless a legal action with regard thereto is commenced during such period.

Inspect and Audit

14.6 During the term and continuing until 12 months following the date of expiration or earlier termination of this Agreement, the Franchisor may inspect and audit the books, records and store premises of locations of The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring.

Distributor Sales, as reasonably necessary to verify compliance with this Agreement, provided however that

Consequences of Audit

14.7 Such audit shall be at the sole cost and expense of the Franchisor unless such audit reveals payment due to Franchisor for any number of months period were understated by more than 5%, in which case, in addition to all other rights which Franchisor may have, The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring. shall promptly reimburse Franchisor to the extent of its reasonable out of pocket costs of such audit) and b) any such audit shall be conducted only during regular business hours and in such a manner not unreasonably to interfere with the normal business activities of location of Participants.

15 Franchisors representations and Warranties

Franchisor represents and warrants that;-

a) It is corporation organised an existing under the laws of the United Kingdom and or England with its principal place of business in England

b) The Franchisor has the full right power and authority to sign any Agreement on behalf of the Franchise

c) The execution delivery and performance of the Franchise does not and will not violate any provisions of England’s Articles or Certificates of Incorporation and bylaws or any contract or other Agreement to which Franchisor is a party.

d) There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of these Terms and Conditions and no broker, finder or intermediary who might be entitled to a fee, commission, or any other payment upon the consummation of the transactions contemplated by these terms and conditions

16 Force Majeure

The duties and obligations of the patties may be suspended upon the occurrence on the continuation of any event of “Force Majeure” which inhibits or prevents performance hereunder, and for a reasonable start up period thereafter.

An event of Force Majeure shall mean any act, cause, contingency or circumstance beyond the reasonable control of such Party/Parties ( whether or not reasonably foreseeable ) including without limitation, to the extent beyond the reasonable control of such party any governmental action, nationalisation, expropriation, confiscation, seizure, allocation, embargo, prohibition of import and export of goods or products, regulation order or restriction( whether foreign, federal or state) war whether or not declared, civil commotion, disobedience or unrest, insurrection, public strike, not or revolution, lack of shortage of,

inability to obtain, any labour, materials or goods, machinery, fuel supplies or equipment from normal source of supply, strike work stoppage, or slow down, lock out or other labour

dispute, fire flood earthquake, drought or other natural calamity, weather or damage, or destruction to plants and or equipment, commandeering of vessels or other carriers resulting from acts of God.

Neither party/parties shall in any manner whatsoever be liable or otherwise be responsible for any delays or default in or failure of performance resulting from or arising out of or in connection with any event of Force Majeure and no such delay, default in, or failure of performance shall constitute a breach by either party/parties.

As soon as reasonably possible following the occurrence of an event of Force Majeure, the effective party/parties shall notify the other party in writing as to the date and nature of such an event of the Force Majeure and the effects of same.

If any event of Force Majeure shall prevent the material obligation of either party/parties and if the same shall have continued for a period longer than 30 days then either party/parties shall have the right to terminate, by written notice to the other party hereto.

17 Indemnifications

Each party (The Indemnifying Party ) shall indemnify and hold the other parity and its affiliates and their respective employees, officers, agents, attorneys, stockbrokers, and Directors and their respective permitted successories licences and assigns (The Indemnified Party (ies) harmless and from against (and shall pay as incurred ) any and all claims, proceedings, actions, damages, costs, expenses and other Liabilities and losses ( whether under a theory of strict Liability, or otherwise ) of whatsoever kind or nature (Claim(s) incurred by, or threatened, imposed or filed against any indemnified party ( including without limitation )

a) Actual and reasonable costs of defence which shall include without limitation court cost and reasonable attorney and other reasonable expert and reasonable third party fees and

b) to the extent permitted by Law, any fines, penalties and forfeiture in connection with any proceedings against an indemnified party caused by any breach (or with respect to third party claims only, alleged breach) by the indemnifying party of any representation, term warranty.

Neither party/parties shall settle, compromise or consent to the entry of any judgement in or otherwise seek to terminate any pending or threatened claim in respect of which the Indemnified Party is entitled to indemnification hereunder (whether or not the Indemnified Party is a party thereto) without the prior written consent of the other party hereto, provided, however, that the Indemnifying Party shall be entitled to settle any claim without

b) The written consent of the Indemnified Party so long as such settlement only involves the payment of money by the Indemnifying Party and in no way affects any rights of the Indemnified Party.

18 Remedies

No remedy confirmed of any of the specific provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statue or otherwise, and except as otherwise expressly provide for herein, each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise and no provisions hereof shall be construed so as to limit any parties available remedies in the event of a breach by the other party hereto. The election of any one or more of such remedies by any of the parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedies.

19 Definitions

A “Affiliate” shall mean an entity in which either party has controlling interest

B “Franchise” shall mean all Franchisees Locations which The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring are Franchises

C “Laws” shall mean all International, Federal,, National, State, Provincial, municipal or other laws, ordinances, orders, statutes rules or regulations.

D “Location” shall mean any location in (Country) or (Country) or Town which at any time during the term of this Agreement is wholly owned and or operated by The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring, whether or not such location is operated under the “Franchise” trademarks.

Should The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring ,undertake to own or operate outlets different than the outlet it has traditionally operated, such as by way of example, kiosks, carts (Location within a location) “rack jobbing” operations or vending machines, the parties shall negotiate in good faith to upon terms for the inclusion of such retail outlets in this agreement.

E “New Franchisee Location” shall mean a location which The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring or any other of its Franchisees or Affiliates first owns or operates after the commencement date of this agreement, excluding Franchisees acquisition of Franchised Franchisee locations.

F “Revenue sharing period” shall mean the period commencing on (Specify Date) and running through until the end of (Specified Period)

G These Terms and Conditions shall not constitute any partnership, joint venture or agency relationship between the parties hereto.

The parties shall be considered independent contractors.

H This agreement together with the attached (Exhibits if included) embodies the entire understanding of the parties with respect to the subject matter hereof, and may not be altered, amended or otherwise modified except by an instrument in writing executed by both parties.

I The Terms and Conditions Heading in this document is for convenience of reference only and shall not have any substantive effect.

J All rights and remedies granted to the parties hereunder are cumulative and are in addition to any other rights or remedies that the parties may have at law or in equity.

K Should any non-material provision of these Terms and Conditions be held to void, invalid or in operative as a matter of law the remaining provisions hereof shall not be affected and shall continue in effect as though such unenforceable provisions have been deleted here from.

L No waiver of any right under or breach of Terms and Conditions shall be effective unless it is in writing and signed by the party to be charged.

M These Terms and Conditions shall be governed by and construed in accordance with the internal laws of England, applicable and entered into and wholly performed therein.

The Pilot Franchisee Sales/Hiring or Pilot Distributor and or Sales/Hiring consents to and submits to the jurisdiction of the Franchisor and any actions or suit under this agreement may be brought in any court with the appropriate jurisdiction over the subject matter established.

N None of the provisions of these Terms and Conditions is intended for the benefit of or shall be enforceable by any third parties.

O These terms and Conditions may be executed in separate counterparts each which shall be an original and all of which taken together shall constitute one and the same.

P All notices shall be in writing and either personally delivered, mailed first class (postage prepaid) sent by reputable overnight courier service (charges prepaid) or sent by transmittal by any electronic means whether now known or hereafter developed including but not limited to e-mail facsimile, telex, or laser transmissions, able to be received by the part intended to receive notice, to the parties.