General Terms and Conditions for Testers (Version: 27 March 2012) whatusersdo limited, The Kiln, Hoults Yard, Walker Road, Newcastle Upon Tyne, NE6 1AB

1. Background

The purpose of this agreement is for the Tester to provide services specified in this Agreement, to the Client (whatusersdo limited, Company Number 06778056), for the Term stated.

2. Definitions and interpretation

2.1 The following terms shall have the following meanings for the purposes of this agreement;

2.1.1 'Commencement Date' means the date the parties agree to enter into this Agreement;

2.1.2 'Conditions' means the provisions set out below which are all incorporated into this agreement

2.1.3 'Currency' means pounds sterling

2.1.4 'Expiry Date' means until terminated by notice in accordance with the terms of this Agreement

2.1.5 'Intellectual Property' means the content of the whatusersdo.com website as amended and/or updated from time to time; and the voice and screen recording software;

2.1.6 'Notice' means notice complying with the terms of clause 4.7 and 10.7;

2.1.7 'Payment' means the sum of the value of tests successfully completed by the Tester, verified and reconciled by the Client at the end of each month. It shall remain in the absolute discretion of the Client whether a test has been successfully completed by the Tester and whether a Payment is due, and the sum of any such Payment.

2.1.8 'Third Party Recompense' means the recompense in whatever form (e.g. vouchers, charitable contributions) as agreed with and administered directly by a WhatUsersDo Ltd Customer to the Tester where the Customer has invited the Tester to join their branded panel.

2.1.9 'Services' means the completion of computer-based tasks, described on whatusersdo.com, and the recording of Tester's computer screens and spoken thoughts as the Tester completes those tasks;

2.1.10 'Term' means from the Commencement Date until the Expiry Date.

2.2 Headings contained in this agreement are for reference purposes only.

3. Appointment

The Client appoints the Tester to provide the Services for the Term in return for the Payments.

CONDITIONS

4. The Tester's obligations

4.1 Services to be provided by the Tester

The Services as specified in clause 2.1.8 above, as further described on the Client's website: whatusersdo.com as amended from time to time.

4.2 Confidentiality

4.2.1 Not at any time during or after the Term to divulge or allow to be divulged to any person or make use of any confidential information relating to the business or affairs of the Client other than to persons who have agreed to keep all confidential information secret.

4.2.2 Not to permit any person to assist in the provision of the Services unless such person has signed such contract in this form and has agreed to keep all such matters secret.

4.2.3 The Tester also agrees to keep secret all confidential information belonging to the Client's business customers (the owners of the websites being tested by the Tester), including but not limited to their business affairs.

4.2.4 For the avoidance of doubt, it is the Tester's responsibility to ensure that they do not disclose any personal information that they would wish to remain personal as part of the completion of any tests. The Client accepts no liability for the disclosure of any information given by Testers as part of completing tests on the Client's behalf.

4.3 In order to use the Client workplace each prospective Tester must apply for a free Tester account and in so doing will be required to provide requested personal data in an orderly, accurate and truthful manner. The Client reserves the right to request and require appropriate documentation or other proof of the personal information provided by any prospective Tester.

4.4 In applying for a Tester account the Tester will be required to choose and provide a personal email address (user ID) and password to establish that account. The user ID chosen by any prospective Tester may not infringe upon or violate any third party rights, including especially and without limitation third party trademarks and additionally may not violate public taste or decency. Each Tester shall be responsible for and required to maintain the confidentiality of his/her password.

4.5 Delegation

Not to delegate any duties or obligations under this agreement. The Client does not permit any person to establish a Tester account on behalf of third parties. Testers are prohibited from establishing or maintaining more than one Tester account.

4.6 Intellectual property

4.6.1 Not to permit anything which may damage or endanger the Intellectual Property rights of the Client or assist or allow others to do so, and not to damage or endanger the Intellectual Property rights of the Client's business customers.

4.6.2 To accept without challenge that all rights in the Intellectual Property and in the Tester's screens and voice shall be transferred and remain the property of the Client to retain or transfer at the absolute discretion of the Client.

4.7 Notice

To comply with the terms of any Notice specifying a breach of the provisions of this agreement and requiring the breach to be remedied so far as it may be.

4.8 Own Computer Equipment

Save as expressly stated in clause 5.1.2 below, all Testers will be expected as a pre-requisite to entering into this contract to provide and use at their own cost computer equipment including a microphone and internet connection.

4.9 Liability

The Tester agrees and accepts that there shall be no liability on the part of the Client for failure to provide any work to the Tester, nor shall there be any liability on the part of the Client for loss howsoever arising in the provision of the technology to the Tester referred to in clause 5.1.2 below including but not limited to damage to the tester's computer equipment.

4.10 Use of pre-paid credit cards

Only with your express agreement, whatusersdo Ltd may issue you with a pre-paid credit card for the sole purpose of testing its clients' websites. You may only use the pre-paid card for this purpose and as directed by whatusersdo Ltd.

5. The Client's obligations

5.1 A Tester providing services in a timely manner in compliance with section 4 above that corresponds to the relevant project description shall receive provisional credit onto his/her tester account of the compensation set forth in the corresponding project description. This compensation shall be credited upon final acceptance of the relevant project by the Client.

5.2 Settlement and payment of compensation amounts which have been finally accepted by the Client in preceding months shall generally occur on the 25th day of each calendar month (not counting weekends and public holidays in England). No interest will accrue in respect of compensation amounts. Payments will be made by electronic bank transfer into the bank account (including PayPal) designated by the Tester. Any expenses arising on account of the electronic transfer of the amounts into the bank account previously designated by the Tester shall be borne by the Tester. Amounts finally credited to the Tester's account shall only occur if such amounts are at least £/€/US$ 8.00 as of the end of the immediately preceding calendar month. The Client reserves the right in its absolute discretion to vary or change the frequency or method of payment. Any changes made by the Client to the frequency or method of payment will be notified to the Tester via previously designated email address and on the Client's website.

5.3 Any settlement or payment of third party recompense owed by a WhatUsersDo Ltd customer to the Tester is at the sole discretion of the Customer and all queries regarding this should be directed to the Customer and not to WhatUsersDo Ltd. WhatUsersDo Ltd has no obligation whatsoever to the Tester in terms of recompense when they are part of a Third Party Recompense arrangement and no discussions will be entered into regarding this matter.

5.4 The Client shall endeavour to provide to the tester the technology necessary for the Tester to perform the Services. This shall include the Client website to be tested and screen recording software. The Tester agrees and accepts that not all computer equipment will be compatible with the technology including software provided by the Client. If the technology is not compatible with the Tester's computer equipment then the Tester agrees and accepts that the Services cannot be provided to the Client and the Contract will automatically and immediately come to an end without any payment.

6. Cancellation

The Client and the Tester may cancel this agreement at any time by notice to the other party.

7. VAT

All sums payable under this agreement unless otherwise stated are exclusive of VAT and other duties or taxes.

8. Termination for breach

The following obligations are conditions of this agreement and any breach of them will be deemed a fundamental breach which shall end this agreement immediately and the rights and liabilities of the parties will then be determined in accordance with clause 9:

8.1 Failure on the part of the Client to make punctual payment of all sums due to the Tester under the terms of this agreement;

8.2 Failure on the part of the Tester to perform the services properly, professional, punctually or at all;

8.3 The Tester's bankruptcy;

8.4 The doing or permitting of any act by which the Client's rights in the Intellectual Property may be prejudiced or put in jeopardy.

9. Termination consequences

In the event of this agreement being ended whether by the term ending, Notice of a breach of contract being served or otherwise:

9.1 The Tester will pass all test results, comments, or electronic material immediately to the Client;

9.2 The Client shall make payment to the Tester all arrears and any other sums due under the terms of this agreement within 30 days after receipt of all items as per 9.1 above;

9.3 Either party shall be entitled to exercise any one or more of the rights and remedies given to it under the terms of this agreement. These rights will not be affected once the agreement comes to an end.

10. Miscellaneous

10.1 Warranty

Each of the parties warrants it has the power to enter into this agreement and has obtained all necessary approvals to do so.

10.2 Receipt

The receipt of money by either of the parties shall not prevent either of them from questioning the correctness of any statement in respect of such money.

10.3 Force majeure

Both parties shall be released from their obligations in the event of national emergency war prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of this agreement impossible whereupon all money due under this agreement shall be paid immediately and in particular:

10.3.1 the Client shall immediately pay to the Tester all arrears of Payments, and

10.3.2 each party shall be liable to pay to the other damages for any breach of this agreement and all expenses and costs incurred by that party in enforcing its rights under this agreement.

10.4 Whole agreement

Each party acknowledges that this agreement and the Conditions contain the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other its employees or agents and has made its own independent investigations into all matters relevant to it.

10.5 Supersedes prior agreements

This agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date.

10.6 Change of details

It is the Tester's responsibility to keep the Client updated with regards to all pertinent details, i.e. address, email, bank account details. Any changes to the Client's contact details will be notified on the Client's website.

10.7 Notices

All notices to be given under this agreement must be delivered by e-mail and shall be deemed duly served once receipted by e-mail.

10.8 The Client's right to assign

This agreement and all rights under it may be assigned or transferred by the Client on giving reasonable notice to the Tester.

10.9 Proper law and jurisdiction

10.9.1 This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

10.9.2 Any proceedings arising out of or in connection with this agreement must be brought in a court in England.

10.10 Survival of terms

No term shall survive expiry or termination of this agreement unless expressly stated.

10.11 Waiver

The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.

10.12 Status of the Tester

10.12.1 During the Term the Tester shall be an independent contractor and not the servant of the Client.

10.12.2 In such capacity the Tester shall bear exclusive responsibility for the payment of his or her national insurance contributions as a self-employed person and for discharge of any income tax and VAT liability arising out of remuneration for his or her work performed by him or her under this agreement.

10.12.3 the Tester shall not be subject to directions from the Client as to the manner in which he or she performs his or her work.

10.13 No assignment or sub-contracting

The Tester shall not assign or sub-contract any of his or her rights or duties under this agreement without the consent in writing of the Client (such consent not to be unreasonably withheld).

10.14 Third party rights

A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this agreement.

11. Arbitration

All disputes or differences which at any time arise between the parties whether during the Term or afterwards concerning this agreement shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institution of Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment of it for the time being in force.

(Version: 27 March 2012)