DEFINITIONS AND INTERPRETATION

1. The following terms shall have the corresponding meanings for the purpose of this Agreement:

“Agreement” means this agreement for the provision of marketing services, comprised of these General Terms, together with the Quote. “Applicable Laws” means all applicable laws, statutes, regulations from time to time in force.“Applicable Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679), all supplemental, replacement or amending laws thereto, including the Data Protection Act 2018 and UK GDPR (collectively GDPR) the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, and all guidance issued by an applicable supervisory authority relating to personal data.  “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.“Change Order” has the meaning given in clause 12.1.“Company Materials” as defined in clause 11.1.12.“Content” means any image, logos, text, tweet, social status update, video, audio file, graphics, soundtracks, printed material, animation, photographs, video stills and any other design or artwork commissioned by you and generated by us in performance of the Services.“Content Services” means the provision of video, film, graphical, photography or animation production services (and associated design services) by us.“Control” has the meaning given to it in section 1124 of the Corporation Tax Act 2010.“Default” has the meaning given in clause 11.2.“Deliverables” means the deliverables and any Content as set out in the Quote.“Design Brief” means the storyboard, call sheet, design document, script or other written description of the Services/Content including (if relevant) any Samples.“Event” means a Client event in respect of which Event Management Services are to be provided.“Event Management Services” means the provision of services in connection with a specific Client event, including Venue finding, guest/delegate management, entertainment sourcing and management, sponsor management, speaker liaison, management of ticketing platform(s), running an Event app, production support, operational planning, communications management, Venue management, marketing services, Event activation and branding, experiential activations and travel.“Expenses” has the meaning given in clause 13.3.“Extended Reality” means augmented reality (AR), virtual reality (VR) and mixed reality (MR) services, not including the supply of hardware unless separately agreed.“Fees” means the Fees payable by the Client in respect of the provision of the Services, as further detailed in the Quote.“General Terms” means these general terms and conditions. “Influencer Services” means identifying, approaching and enjoying appropriate influencers to promote the Client’s brand.“Intellectual Property Rights” means patents, copyright and related rights, moral rights, trade marks, service marks, trade, business and company names, internet domain names, rights in get up, goodwill and the right to sue for passing off, rights in designs and inventions, database rights, rights to use and protect confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist  now or in the future in any part of the world. “Livestreaming” means transmitting or receiving live or as live video and audio coverage of an event over the internet as set out in the Quote.“Original Material” all Content generated by us in the course of providing the Services but not used in the Deliverables. “Paid Media Services” means the promotion of content through placements such as video and pay per click advertisements and sponsored social media posts, as well as print and out-of-home media buying.“Production Day” a day on which we produce the Content.“Project” means the project in respect of which the Agency is to perform Services and/or supply Deliverables to the Client, as set out in the Quote.“Project Plan” a detailed plan, where applicable, agreed in accordance with clause 4.2, describing such matters as the Services to be provided by us, Deliverables to be provided, the timetable for their performance and all related matters which will depend upon the Services that are to be provided.  “Quote” means the commercial terms, which contain the description of works to be undertaken, including the relevant Deliverables and Services, to which these General Terms are attached.“Rate Card” means the Agency’s then-current rate card, available upon request.“Samples” means any animation style or any audio, voiceover, stock film footage or video samples, photograph samples and designs. “Services” means the services, including the Deliverables, to be provided by us to you as set out in the Quote which may include Content Services, Livestreaming, Extended Reality, Influencer Services, Event Management Services, Strategy Services, Paid Media Services and/or Social Media Services.“Social Media Services” means the services to be provided by us in respect of social media that are agreed in the Quote. “Start Date” has the meaning given to it in clause 18.4.“Strategy Services” means account direction and management, creative direction, editorial, content and digital marketing, design of both two-dimensional and three-dimensional design, research and insight, workshops, planning and marketing strategies and media buying (via third parties) as set out in the Quote.“Term” has the meaning given in clause 2.“Third Party Costs” has the meaning given in clause 13.3.“VAT” means value added tax or any equivalent tax chargeable in the UK or elsewhere.“Venue” means a venue at which Event Management Services are to be provided.

1. Interpretation:

   1. In this Agreement, references to “clauses” are to clauses of this Agreement. Where any provision contained in the Quote conflicts with any provision of the General Terms, the Quote shall take precedence.

   2. A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision.

   3. Any words following the terms including, include or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

   4. A reference to writing or written includes email but not fax.

1. TERM

This Agreement shall commence on the Effective Date and shall continue until the completion of the provision of the Services in accordance with any timeframes set out in the Quote, subject to earlier termination in accordance with clause 19 (the “Term”).

1. BASIS OF CONTRACT

   1. The draft Quote is based on our discussions with you and your comments on any Samples provided.

   2. Once you have approved the Quote, you shall notify us as soon as reasonably practicable, and we shall incorporate such changes into a final Quote and reissue to you for signature.

   3. Any Samples, drawings, descriptive matter or advertising issued by us, and any description or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement nor have any contractual force.

   4. These General Terms apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

2. DESIGN PROCESS

   1. Using the Quote as a guide, our design team shall work with you to plan the Design Brief and the Deliverables for the Services. 

   2. Where appropriate (for example where you have ordered Strategy Services), after both parties have signed the Quote we will contact you to discuss in more detail with a view to agreeing a Project Plan. 

   3. We shall accommodate any reasonable changes to the Quote that may be requested by you in accordance with clause 12.

3. STRATEGY SERVICES

   1. This clause 5 contains specific clauses that relate solely to the provision of Strategy Services by us. In the event of conflict between the provisions contained within this clause 5 and elsewhere within these General Terms, the provisions in this clause 5 shall take precedence.  

   2. We will use reasonable endeavours to ensure that, when providing the Strategy Services:

      1. administrative passwords are kept safe and secure from unauthorised access, which shall include changing passwords regularly;

      2. any personnel who leave our employment do not have administrative access rights and keep you informed of any changes to any administrative passwords; and

      3. any Deliverables will be reasonably transparent to users as being marketed in accordance with good practice. 

   3. You authorise us to collect and use data gathered with respect to one or more of your owned, operated or affiliated websites. You warrant that each of your websites makes reference to a privacy policy which enables us to process and use data gathered in accordance with this clause 5.3 without restriction (provided that such use complies with Applicable Data Protection Laws).

   4. Where we provide research and insight as part of our provision of Strategy Services, the following provisions shall apply:

      1. where the personal data required to provide these Strategy Services is provided by you, both parties will comply with the Applicable Data Protection Laws when using and processing the personal data; and

      2. where we are under a duty to protect the anonymity of any respondents to the research we shall only provide you with anonymised data. You shall not attempt to link any data to the identity of any respondent.

4. SOCIAL MEDIA SERVICES

   1. This clause 6 contains specific clauses that relate solely to the provision of Social Media Services by us. In the event of conflict between the provisions contained within this clause 6 and elsewhere within these General Terms, the provisions in this clause 6 shall take precedence.  

   2. We will use reasonable endeavours to ensure that, when providing the Social Media Services, we understand the terms and conditions of any social media site that is used to deliver Content and that we notify you of any material risk which we become aware of relating to the Content possibly being non-compliant. 

   3. Where we are required to set up any accounts as part of the provision of Social Media Services, we shall set up such accounts using the Client’s email address, as notified to us from time to time.

5. PAID MEDIA SERVICES

   1. This clause 7 contains specific clauses that relate solely to the provision of Paid Media Services by us. In the event of conflict between the provisions contained within this clause 7 and elsewhere within these General Terms, the provisions in this clause 7 shall take precedence.  

   2. Where we provide Paid Media Services:

      1. we will invoice media costs payable by you on immediate payment terms, for media space booked by us at the agreed rate (and in accordance with any budget agreed with you in advance) together with any fees and industry related charges; 

      2. you acknowledge and understand that media costs, ratings and/ or other campaign metrics as set out in the Quote represent estimates based on market predictions and that the final actual pricing and channel share may therefore differ from that set out in the Quote; and

      3. unless otherwise stated in the Quote, where we verify the placement of advertisements it is your responsibility to notify us in writing within 30 days of date of insertion if your advertisement does not appear or is to a different specification than that agreed in accordance with these General Terms or the Quote. In the absence of such notification, the advertisements will be deemed to have appeared as specified and are payable in full by you. 

6. CONTENT SERVICES

   1. This clause 8 contains specific clauses that relate solely to the provision of Content Services by us. In the event of conflict between the provisions contained within this clause 8 and elsewhere within these General Terms, the provisions in this clause 8 shall take precedence.  

   2. Where Content Services are provided by us, we will provide all pre-production, production and post-production Services necessary to deliver the Deliverables set out in the Project Plan.

   3. The Content Services shall be produced in accordance with your own promotional and marketing materials and from written communications, discussions between you and us.

   4. All content decisions shall be made by you in accordance with the Project Plan, any instructions supplied by you prior to the commencement of the Content Services and information and instructions provided by you during production. Failure to provide us with clear instruction and information in a timely manner when requested may mean that we will have to make assumptions to enable the Services to be delivered on time. In that event, you will not have the right to reject to the Deliverables solely on the basis of the assumption made by us. 

   5. We will use reasonable endeavours to include all features and matters contained within the Quote in the Deliverables, save where this is not practicable in our reasonable opinion. You will not be entitled to reject the Deliverables in that event.

   6. You acknowledge that all final artistic and creative content shall be determined by us in consultation with you.

   7. Where you request that we provide a Design Brief as part of the Deliverables, we shall produce a Design Brief that will be subject to your advance approval. Additional changes and reviews may incur an additional fee. If you do not approve the contents of the Design Brief in a timely manner, materials from a non-approved Design Brief may be included in the final edit and you will not be entitled to reject the Deliverable. 

   8. Upon completion of the Deliverables, a draft copy will be provided to you for one review and approval. All requests for changes to the Deliverables must be made in writing.

   9. Further changes will be liable to additional fees. Failure to approve the Deliverables within the timescales set out in a Design Brief or the Project Plan will result in deemed acceptance by you.

   10. Where materials created as part of the provision of the Content Services will be Livestreamed, you acknowledge that there can be no guarantee around the quality or the content thereof and that we are in no way responsible for the content uploaded to social media on your behalf.

   11. We will use reasonable endeavours to ensure that when Livestreaming, we understand the terms and conditions of any social media site that is used to deliver any materials created as part of the provision of the Content Services and that we notify you of any material risk which we become aware of relating to such materials possibly being non-compliant. 

   12. We do not guarantee that any social media site or streaming platform chosen for the Livestreaming will be available or uninterrupted. We are in no way responsible for the availability of the social media site either before, during or after the Livestreaming.

   13. Where the provision of Content Services includes the production of content using artificial intelligence (AI), the approvals procedure set out in clause 22 shall apply, including with regard to any changes requested by the Client to any draft Deliverables produced using AI, save that the Client acknowledges and agrees that Agency is limited in its ability to make changes to such content to those technically possible using the applicable AI technology and Agency shall not be obliged to make any changes falling outside the scope thereof. 

7. EVENT MANAGEMENT SERVICES

   1. This clause 9 contains specific clauses that relate solely to the provision of Event Management Services by the Agency. In the event of conflict between the provisions contained within this clause 9 and elsewhere within these General Terms, this clause 9 shall take precedence. 

   2. If the Services are to include any Event Management Services the parties shall agree a Project Plan in respect of such Event Management Services.  

   3. The Project Plan shall include, among other matters: 

      1. milestones; 

      2. delivery dates; 

      3. production schedule; 

      4. event-specific information; 

      5. production requirements; 

      6. logistics; 

      7. drawings; 

      8. a health and safety risk assessment; 

      9. a sustainability assessment; and 

      10. a crisis management assessment. 

   4. The Client shall: 

      1. ensure that its employees, agents, consultants, subcontractors and representatives shall comply with the terms and conditions of any third parties subcontracted by the Agency, including the Venue, presenters, actors or entertainers; 

      2. comply and inform the Agency of all health and safety rules and regulations and any other reasonable security requirements that apply at any of its premises or the Venue; 

      3. be responsible for any equipment issued to it on a day-hire basis while it is in its possession and it shall insure any such equipment against the risks of theft, fire, accidental damage, personal injury and public liability to such levels as required by the Agency; 

      4. ensure that the Venue is suitable for the provision of the Event Management Services in all respects and conforms to all regulatory and other legal requirements; 

      5. ensure that its project manager or another duly authorised representative is available throughout the duration of any Event, is readily accessible to us and is authorised to receive and provide instructions and information and make decisions on the Client’s behalf in relation to that Event;

      6. ensure that where the Agency’s personnel are required to be accommodated overnight and the Client is providing accommodation to that personnel, that accommodation shall be located either within the Venue or no more than a five minute walk away from it; and 

      7. provide and continue to provide the Agency with all necessary, up to date and complete information about participants attending an Event and in particular shall inform the Agency if, to the best of the Client’s knowledge, any participant or participants are disabled, incapacitated or have limited mobility or have any special dietary or medical needs or requires special assistance for any reason. 

   5. Where the Client engages the Agency to source a Venue on its behalf, the Client: 

      1. acknowledges that all information given to it by the Agency has been supplied by the Venue itself and that it does not rely upon any representation made by the Agency as to the suitability of the Venue to meet the Client’s requirements; 

      2. will comply in all respects with the Venue’s own terms and conditions and will indemnify the Agency against all liabilities, costs, expenses, damage and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal costs suffered or incurred by the Agency) arising from the Client’s failure to comply in all respects with the Venue’s terms and conditions; and

      3. shall not enter into a contract directly with the Venue without the Agency’s prior written consent. If the Client acts in breach of this clause 9.5.3, the Client shall pay the Agency’s charges which shall be calculated as the greater of either 10% of the hire charge made by of the Venue or £2,000, plus VAT at the applicable rate. 

   6. Access times to the Venue must be specified and agreed in the Project Plan and if these are changed through no fault of the Agency, then the Client shall be liable for any additional costs and expenses incurred by the Agency’s, its staff and its subcontractors staff as well as the staff of any relevant third-party supplier affected by such change. The Agency shall not be liable for the late starting of an Event and any loss arising where the late starting arises as a result of the changes made to the agreed access times. 

   7. The Client shall not require the Agency’s personnel or any third-party supplier’s personnel to work for more than 12 consecutive hours without adequate rest breaks. In addition, the Agency’s personnel or any third-party supplier’s personnel shall be entitled to a minimum of 12 hours rest in each 24-hour period. These periods cannot be exceeded without the Agency’s prior written consent which, if given, will entitle the Agency to increase its Charges to reflect the additional costs arising. 

   8. To ensure safety procedures are adhered to, the Client shall be liable for any additional charges incurred by the Agency to provide personnel required to deliver the Event in situations where the Event requires a night or early hour build up, followed by a show. Such charges shall be agreed in writing in advance.

   9. The Agency shall not be liable for any costs, charges or losses sustained or incurred by the Client directly or indirectly from radio frequency interference of such items of equipment as radio microphones, computers, sound systems, projection units etc., caused by a substandard electrical supply or radio frequency equipment. 

   10. The Agency shall not be liable for any services or utilities outage or failure outside of its control or the control of the Venue.

8. SERVICES STANDARDS

   1. We shall provide the Services to you using reasonable skill and care and in accordance with the Quote and the Design Brief and/or Project Plan (as applicable) in all material respects. 

   2. Our key performance parameters are set out in the Quote; these set out the services standards that we commit to, and detail what is in/out of scope, in respect of the provision of the Services.

   3. Where the Services being provided include any Extended Reality, we will not as standard provide any of the hardware required to view or experience such Extended Reality unless agreed with you in advance in writing and, where we do so, we will be entitled to charge additional sums in respect of the hire or purchase of such equipment in accordance with clause 13.3.

   4. We shall use reasonable endeavours to meet any performance dates specified in the Quote or otherwise agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 

   5. We shall hold the Deliverables for, and deliver them to, you in accordance with the Quote, provided that: (i) any Third Party Costs associated with the transfer and storage or such Deliverables shall be recoverable in accordance with clause 13.3; and (ii) any time spent by us thereon shall be as agreed in the Quote.

   6. We may use third party platform providers as part of the provision of the Services (for example in relation to placement of media pursuant to Paid Media Services, reporting software, or otherwise). Where we do so, we will provide you with the terms applicable to such arrangements and you shall provide your approval to such terms as soon as reasonably practicable. Any failure or delay by you to provide such approval may result in our inability to provide the Services, or delays to e.g. the placement of advertising, and clause 22.6 shall apply. Any Third Party Costs associated with the use of such platforms shall be recoverable in accordance with clause 13.3.

   7. We reserve the right to amend the Design Brief or Project Plan if necessary to comply with any Applicable Laws or regulatory requirements, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.

   8. If the Client requests that any amendments be made to draft Deliverables, such amendments will be included within the Fees provided sufficient time remains within the period of the Quote. If so, amendments will be limited to two (2) rounds. Requests for amendments that do not satisfy the above criteria shall be undertaken and charged in accordance with our Rate Card.

9. YOUR OBLIGATIONS

   1. You shall:

      1. ensure that any information you provide to us, including any information in the Design Brief, Project Plan or Quote, is complete and accurate;

      2. provide full details of any applicable filming location including any health and safety aspects to be considered (e.g. small spaces, working at height, working with animals);

      3. co-operate with us in all matters relating to the Services including the prompt provision of any instructions, decision, approvals or consents, required by us in order to continue with the provision of the Services;

      4. comply with any third party terms applicable to you pursuant to clause 10.6;

      5. ensure that you and your employees, agents, consultants and subcontractors are not abusive or threatening; 

      6. provide us with such information and materials as we may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects;

      7. prepare your premises, the Venue, or any alternative location for the supply of the Services;

      8. obtain any necessary consents for the inclusion of any actor or other individual who is not supplied by us, and any artwork, photographs, trade marks and locations featured in filming or any other copyright material supplied by you;

      9. where filming is to form part of the Services, obtain and maintain all necessary consents, licences or other permissions required from any third parties such as landlords, planning authorities, local authorities or similar for the performance of the Services (including any filming location) before the date on which filming is due to start;

      10. comply with all Applicable Laws, including health and safety laws and guidance, and provide us and our employees, agents or contractors with personal protection equipment (PPE) if necessary;

      11. inform Agency of all health and safety rules and regulations and any other reasonable security requirements that apply at Client’s premises;

      12. keep all materials, equipment, documents and other property of ours, including filming and camera equipment (“Company Materials”) at your premises in safe custody at your own risk, maintain the Company Materials in good condition until returned to us, and not dispose of or use the Company Materials other than in accordance with our written instructions or authorisation;

      13. give Agency clear briefings and instructions and ensure that all the facts given to Agency about the products and services provided by Client’s business are accurate;

      14. appoint a Client contact in relation to the Services, who shall have the authority contractually to bind Client on matters relating to the Services;

      15. provide for Agency, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, full, safe and uninterrupted access (including remote access, where appropriate) to Client’s premises, office accommodation, systems, data, administration, support, services and other facilities as reasonably required by Agency for the purpose of performing the Services;

      16. ensure that all Client or other personnel operating at Client’s location are aware and prepared for any and all requirements of Agency necessary to provide the Services; and

      17. ensure that all personnel engaged or supplied by Client who are reasonably required for completion of the Services are made available for the same and their times of availability are communicated to Agency.

   2. If our performance of any of our obligations under this Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (including those set out in clause 11.1.1 above) (“Default”) then:

      1. without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Default, and to rely on the Default to relieve us from the performance of any of our obligations in each case to the extent the Default prevents or delays our performance of any of our obligations;

      2. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause; and

      3. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.

   3. Default shall include circumstances where we are unable to perform the Services because you have failed to approve or materially altered the Design Brief and, in our reasonable opinion, there is insufficient time to resolve the issues prior to the first Production Day.

10. CHANGE CONTROL

    1. Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A “Change Order” shall be a document setting out the proposed changes (for example a new or amended Quote) and the effect that those changes will have on:

       1. the Services;

       2. our Fees (including any Fees to re-record any voiceover or film footage already recorded or re-animate a storyboard due to changes in the script or if you change your mind about the Samples utilised);

       3. the timetable of the Services; and

       4. any of the terms of the Agreement.

    2. If we wish to make a change to the Services we shall provide a draft Change Order to you.

    3. If you wish to make a change to the Services:

       1. you shall notify us and provide as much detail as we reasonably require of the proposed changes, including the timing of the proposed changes; and

       2. we shall, as soon as reasonably practicable after receiving the information at clause 12.3.1, provide a draft Change Order to you.

    4. If the parties:

       1. agree to a Change Order, they shall sign it and that Change Order shall amend the Agreement; or

       2. are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 21.

    5. We may charge for the time spent on preparing and negotiating Change Orders which implement changes proposed by you pursuant to clause 12.3 on a time and materials basis in accordance with our Rate Card.

    6. If the parties agree (whether as a result of discussions referred to in clause Error! Reference source not found. nor otherwise) that the scope of changes is significant then they may choose to enter into a new Quote as an alternative to agreeing a Change Order.

11. FEES AND EXPENSES

    1. Fees are calculated in accordance with our Rate Card.

    2. Overtime may be charged for any time worked on a weekend or otherwise outside the hours of 8:00AM to 6:00PM on business days. Overtime shall be charged at 1.5x (one and a half times) the hourly rates as detailed in our Rate Card, unless otherwise agreed in the Quote.

    3. We shall charge for any expenses reasonably incurred by the individuals engaged by us in connection with the Services, including travel costs, hotels, parking, subsistence and any associated expenses (“Expenses”); as well as for the cost of services provided by third parties as required by us for the performance of the Services (including those related to storage and transfer of Deliverables and other materials), and for the cost of any materials (collectively “Third Party Costs”) noting that we shall:

       1. use reasonable endeavours to ensure any accommodation booked is as cost-effective as possible within the area;

       2. obtain your approval in advance for any individual expense in excess of £200.00; and

       3. recover mileage at the rate of 55p per mile. Long distance travel (air, sea etc.) shall be invoiced and payable in advance.

    4. We shall also charge for any expenses reasonably incurred by us in connection with the Services, such as production insurance (at a rate of up to 4% of the total cost of the production) and tree planting (to offset carbon).

    5. Client agrees to pay fees on account to the Agency on request in respect of Paid Media Services where Agency is required to contract with and make payments to third parties. Any such amounts that are not utilised by the Agency in the month of payment shall be non-refundable., and where they are not utilised by the Agency in the month of payment, they shall be carried over to the next month. If any such sums are held by the Agency on termination or expiry of this Agreement, they shall be non-refundable.

    6. Where monies have not been provided on account in respect of Paid Media Services pursuant to clause 13.5, we shall, where necessary, make payment to any applicable third parties on your behalf, (unless we have received explicit instructions from you to use your payment credentials).

    7. We will charge a staggered percentage administrative fee for Paid Media Services relating to digital and social spend (but excluding out of home spend), based on your monthly spend:  

       1. £0 – £1,000 = 15% administrative fee;

       2. £1,001 – £3,000 = 12% administrative fee;

       3. £3,001 – £10,000 = 10% administrative fee; and

       4. £10,001 and more = 5% administrative fee.

12. INVOICING AND PAYMENT

    1. We shall invoice you for the Fees in accordance with the Quote.

    2. If the Quote provides for a deposit to be paid, we shall issue an invoice in respect of such deposit and you shall pay such deposit to us as soon as reasonably practicable. We shall be under no obligation to commence the provision of the Services unless and until such deposit has been received.

    3. You shall pay each invoice in full and without deduction: (a) within 14 days of the date of the invoice; (b) in pounds sterling in cleared funds to such bank account as nominated by us in writing. Time for payment shall be of the essence of the Agreement. We shall not release any Deliverables to you until our Fees have been paid in full. 

    4. All amounts payable are exclusive of VAT at the prevailing rate. 

    5. If you fail to make a payment due to us under the Agreement by the due date then, without limiting our other remedies set out within this Agreement, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement at a rate of 4% per year above the Bank of England’s base rate from time to time (but at 4% a year for any period when that base rate is below 0%). 

    6. All sums payable to us under the Agreement are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice.

    7. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

13. INTELLECTUAL PROPERTY

    1. Subject to the payment of the Fees and clause 15.2, all Intellectual Property Rights in or arising out of or in connection with the Services (including any Intellectual Property Rights subsisting in the Deliverables and Original Material) shall be owned by the Client, except for any Intellectual Property Rights in third party materials utilised in the Services.

    2. All Intellectual Property Rights in the Company Materials shall remain owned by us.  We hereby grant to you a limited, non-exclusive, non-transferable licence to use the Company Materials solely to the extent required in order for you to benefit from the receipt of the Services.

    3. You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify: (i) the Deliverables; (ii) the Original Materials; and (iii) any materials provided by you, in each case for the purpose of providing the Services.

    4. Prior to delivery of the Deliverables, we shall obtain such licences or consents in respect of third party Intellectual Property Rights as shall be necessary in order that you can use such third party Intellectual Property Rights for the purposes set out in the Quote.  We shall notify you of any restrictions on usage and any other contractual restrictions arising in respect of such third party.

    5. You shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of the Agreement of material supplied by you.

    6. You shall, on reasonable request, permit us to include a discrete production credit within the Deliverables.

    7. The terms of and obligations imposed by this clause shall survive the termination of this Agreement for any reason.

14. LIABILITY, INDEMNITY AND INSURANCE

    1. In the event that we fail to perform the Services with reasonable care and skill we shall carry out any remedial action reasonably necessary at no additional cost to you. We have given commitments as to compliance of the Services with relevant specifications in clause 10. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

    2. Subject to clause 16.8, we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for:

       1. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; 

       2. any: (i) loss of profit; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption or software, data or information; (vi) loss of or damage to goodwill or (vii) indirect or consequential loss; or

       3. any loss as a result of the actions of third parties where you have approved the use of such third party’s services.

    3. References to liability in this clause 16 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    4. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

    5. Nothing in this clause 16 shall limit your payment obligations under the Agreement.

    6. Our total liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Fees applicable to the Services.

    7. We shall not be liable for any loss or damage suffered by you resulting from your failure to follow any instructions given by us or any failure by you to comply with your obligations in clause 8.

    8. Nothing in this Agreement shall limit or exclude any liability which cannot legally be limited, including but not limited to, death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

    9. You shall indemnify us against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including Company Materials and that belonging to any third parties appointed by us) caused by you or your agents or employees.

    10. Whilst every care is taken in the handling of your property, we accept no liability whatsoever for any loss or damage, howsoever caused, or any other loss by unforeseen circumstances whilst they are in our possession, custody or control. Subject to clause 16.8, all and any liability for such loss or damage will be limited to the replacement cost of the materials or media and in no circumstances will any liability attach to any claim for the value of the content.

    11. This clause 16 shall survive termination of the Agreement.

15. CONFIDENTIALITY

    1. Each party undertakes that, except as provided by clause 17.2 or as authorised in writing by the other party, it shall not at any time during the Agreement, and for 5 years after its termination:

       1. disclose any confidential information concerning the business, affairs, customers, clients or suppliers of the other party; or

       2. use any confidential information for any purpose other than to perform its obligations under the Agreement.

    2. Either party may disclose any confidential information to:

       1. its employees, officers, representatives, subcontractors, suppliers, or advisors who need to know such information for the purposes of carrying out that party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and

       2. as may be required by law, a court or competent jurisdiction or any governmental or other regulatory authority.

    3. Each party shall keep the other party’s confidential information secure and shall apply the same security measures as it does to its own confidential information (to no lower a standard than in accordance with good industry practice). 

16. CANCELLATIONS AND POSTPONEMENT

    1. Client may request the Agency to cancel the Project, subject to the Client giving prior written notice to the Agency.

    2. The Agency will take commercially reasonable steps to comply with any such request provided that the Agency is able to do so within its contractual obligations to suppliers.  

    3. Client may request, in writing, the Agency to postpone the Project and the Agency may accept or reject such request in its discretion, acting reasonably. Any recommencement must take place within 6 months of the postponement. You may only postpone the Project a maximum of 3 times.

    4. In the event that you give notice to postpone or cancel the Project, you shall be liable to us as follows:

       1. 30+ days before the Start Date: any expenses already incurred, and costs to cover time already spent.

       2. 21-30 days before the Start Date: 60% of the Fees;

       3. 11-20 days before the Start Date: 80% of the Fees;

       4. 0-10 days before the Start Date: 100% of the Fees. 

For the purposes of this sub-clause, the “Start Date” shall mean the date on which we have scheduled our first Production Day.

1. Payment for any sums applicable pursuant to clause 18.4 shall be made in accordance with clause 14.3.

2. We reserve the right to suspend or postpone any Production Day for any reason (including, without limitation, Default, or if you are in default of payment of any Fees due) on 48 hours’ notice to you. You agree that:

   1. we shall not be in breach of this agreement by virtue of that cancellation or postponement; and

   2. we and you shall use reasonable endeavours to agree a rescheduled date for filming.

3. Where the Project has been postponed by more than six months, Agency may increase the Fees in accordance with its then-current Rate Card 

1. TERMINATION

   1. Either party may immediately terminate the Agreement by giving written notice to the other if:

      1. any sum owed to the receiving party is not paid within 7 days of the due date for payment;

      2. the other party commits any other material breach of any term of the Agreement and (if the breach is remedial) fails to remedy it within 30 days after being given written notice to do so;

      3. the other party takes any step or action (other than in relation to a solvent restructuring) in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up (whether voluntarily or by order of the court), having a receiver appointed to any of its assets or ceasing to carry on business; 

      4. the other party cease to carry on all or a substantial part of its business; or

      5. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy. 

   2. Without affecting any other right or remedy available to it, we may terminate the Agreement with immediate effect by giving written notice to you if you are subject to a change of Control.

   3. Without affecting any of our other rights or remedies, we may suspend the supply of Services under this Agreement or any other contract between you and us if we have a right to terminate pursuant to clause 19.1.

2. EFFECTS OF TERMINATION

   1. Upon the termination of the Agreement for any reason:

      1. we shall retain any deposit paid and, where no deposit has been paid, we shall issue an invoice for the deposit against the purchase order given which shall be payable by you immediately upon receipt;

      2. you shall immediately pay to us all of our outstanding unpaid invoices and interest, and, in respect of Services for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

      3. you shall return all of the Company Materials and any Deliverables and/or Original Material which has not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until such return, you shall be solely responsible for their safe keeping and will not use them for any purpose; and

      4. each party shall immediately cease to use, either directly or indirectly, any confidential information, and shall immediately return to the other party any documents in its possession or control which contain or record any confidential information.

   2. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

   3. Any provision which, either expressly or by implication, is intended to come into or continue in force on or after termination shall remain in full force and effect.

3. DISPUTE RESOLUTION

   1. If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it (“Dispute”) then the parties shall follow the procedure set out in this clause:

      1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties’ nominated representatives shall attempt in good faith to resolve the Dispute. Where such Dispute relates to the Agency’s performance of the Services, such good faith discussions shall commence between the parties’ account managers and escalate to business senior managers, directors and finally the chief executive officer and/or the board of directors; and

      2. if the parties are for any reason unable to resolve the Dispute within 20 days of service of the Dispute Notice, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 30 days service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than 30 days after the date of the ADR notice.

   2. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute pursuant to clause 27.11 which shall apply at all times.

4. APPROVALS AND AUTHORITY

   1. The Agency will seek the Client’s prior approval of any draft Deliverables and receipt of such approval will constitute the Agency’s authority to proceed with the use of the relevant Deliverables. 

   2. In the event that the Client does not approve of any matter requiring approval it shall notify the Agency of its reasons for disapproval within 10 days of the Agency’s request.  If the Client does not notify the Agency of its disapproval in accordance with this clause 22.2, it shall be deemed approved. Where Client has not approved Deliverables and wishes replacement Deliverables to be prepared, time spent on the preparation of such replacement Deliverables shall, as set out in clause 10.8,  be either charged for in accordance with the Rate Card (save where the Deliverables have been rejected on the basis that they do not meet the requirements of this Agreement).

   3. For the purposes of this Agreement approval may be given by:

      1. Client issuing a purchase order bearing the signature of the Client; or

      2. email from the individual business email address of the Client or Agency; or

      3. the signature of the Client on Agency’s documentation or the signature of the Agency Approver on Client’s documentation.

   4. Client’s approval of scripts, storyboards, copy, layouts, artwork or other materials to be produced in any media including electronic media and PR activity will constitute the Agency’s authority to: (i) enter into contracts with relevant third parties including actors and/or models (subject to approval by the Client of estimates or quotations for the cost of such third party services); (ii) prepare proofs; and (iii) enter into contracts for the placement of media into available advertising inventory (including online, print and out-of-home). Client’s approval as described above will constitute the Agency’s authority to proceed with the production, distribution and publication of the associated Deliverables. 

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

   6. In the event of any delay or failure of the Authorised Client Approver giving approvals (or disapprovals) requested under or in connection with this Agreement, the Agency will not be liable for any resulting delays or adverse impact caused to the delivery of the Project Plan.  

5. COMPLIANCE WITH LAWS

Both parties will comply with all Applicable Laws.

1. DATA PROTECTION

   1. Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. 

   2. We shall process your data in accordance with our privacy policy which is available on our website at https://pinpoint-media.global/privacy-policy/.

2. FORCE MAJEURE

   1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”). 

   2. If the Force Majeure Event continues for a period of 3 months or more, either party may at its discretion terminate the Agreement immediately by written notice.  In the event of such termination, the parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.

3. COVID

   1. The parties acknowledge that, at the date of the Agreement the Covid-19 pandemic is still in existence and having effects on businesses and supply chains worldwide.  The parties shall use commercially reasonable efforts to minimise the effect of the Covid-19 pandemic on the performance of their obligations under this agreement.

   2. Should a party have reason to believe it will be unable to comply with any of its obligations in this agreement due to the impact of the Covid-19 pandemic (including, but not limited to an employee or contractor of ours having to self-isolate and being unable to perform the Services) it shall notify the other party without delay and the time for performance of the relevant obligation shall be extended by a period equivalent to the period during which performance of the obligation has been delayed. If the period of delay or non-performance continues for 16 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

4. GENERAL

   1. Non-Solicitation. Neither party shall, for the term of the Agreement and for a period of 12 months after its termination:

      1. employ or contract the services of any person who is or was employed or otherwise engaged by the other party at any time in relation to the Agreement; or

      2. solicit or entice away from the other party any customer or client where any such solicitation or enticement would cause damage to the business of that party.

   2. Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

   3. Notices. Any notice to be given under the Agreement shall be given in writing by pre-paid first-class post (or other next working day delivery service) sent to the registered address of the party to be notified or sent by email to the address notified to the other party from time to time. Such notice shall be deemed to have been received by the party (i) if sent by pre-paid first class post on the second business day following posting and (ii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 27.3, business hours means 8.00am to 6.00pm on a Business Day. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

   4. Severance. If any provision or part provision of this Agreement shall prove to be invalid or unenforceable, that Condition shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. If any provision or part-provision of this Agreement deleted under this clause 27.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. Any modification or deleted shall not affect the remainder of the Agreement. 

   5. Waiver. No failure or delay by us in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

   6. Variation. Subject to clause 12, no variation of the Agreement shall be effective unless it is in writing and signed by the parties.

   7. Assignment and Subcontracting. You may not assign or deal in any other manner with any or all of your rights or obligations under the Agreement without our prior written consent. We may at any time assign, mortgage, charge, transfer, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement. The Agency shall be entitled to subcontract its performance of the Services provided that any subcontracting shall not relieve the Agency from its obligations to the Client under this Agreement.

   8. No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

   9. Third Party Rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

   10. Governing Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

   11. Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any such dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.