Terms & Conditions

INTRODUCTION:

The Client wishes to purchase and the Agency wishes to provide a range of services and deliverables as more particularly described in the Contract Details.
The parties agree that such services and deliverables shall be supplied in accordance with the terms of this Agreement.

IT IS AGREED AS FOLLOWS:

Definitions & Interpretation

Definitions used in this Agreement are defined in Schedule 1.
Definitions which are relevant and used only within a particular clause or Schedule are defined in that clause or Schedule.

Appointment

During the Term, the Agency shall perform the Services and (where relevant) shall supply the Deliverables to the Client in accordance with this Agreement.
The parties may agree new Projects from time to time by agreeing a new Contract Details document in writing and provided it is signed by both parties.
The Agency will not be obliged to perform any work on behalf of the Client until the Contract Detail document has been signed by both parties and the Client has complied with clause 9.2.

Term

This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with clause 16.

4. Client’s Obligations

The Client will give the Agency full and clear instructions as to its requirements for the Services and Deliverables, including full details of the dates by which each stage of the proposed Services and Deliverables are to commence and finish. The Client will give the Agency clear briefings and ensure that all the facts given are accurate and (if applicable) shall ensure that its other suppliers and agencies act in willing co-operation with the Agency.
The Client will promptly supply to the Agency (at no charge) any Client Materials reasonably required by the Agency or otherwise necessary to provide the Services and Deliverables and shall ensure that it has all rights and licences in place to enable use by the Agency of all Client Materials.
If the Client does not fulfil its obligations under or in connection with this Agreement (including its payment obligations), then to the extent that such failure prevents the Agency from performing any Services and/or providing any Deliverables in accordance with this Agreement, the Agency will be relieved of its obligations to the Client, and the Agency shall not be liable for any Losses incurred by the Client as a result of any such failure.

5. Service

Delivery

The Agency will give the Client full and clear instructions as to the Client Materials it reasonably requires for the purposes of performing the Services and providing the Deliverables.
The Agency shall:
apply such time, attention, and reasonable skill and care as may be necessary or appropriate for its proper performance of the Services and provision of the Deliverables;
comply with all lawful and reasonable directions regarding the Services and Deliverables communicated to it from time to time by the Client (provided such directions do not materially deviate from or add to the Contract Details and any such material amendment must be agreed in accordance with clause 7.
All times, dates, and deadlines referenced in the Contract Details or otherwise provided in writing by the Agency to the Client are estimates, unless specifically agreed otherwise in writing.
Except in respect of payments, time is not of the essence under this Agreement.
Engagements of third party suppliers, including without limitation models, photographers, are subject to such terms and conditions as those parties may require which shall be available on request.
Estimated model fees cover modelling time only and Client shall be responsible for clearing model usage unless agreed otherwise in writing.

6. Personnel

1. The Agency will allocate suitable personnel with appropriate levels of experience and seniority to provide the Services. The Client acknowledges and agrees that it may be necessary for the Agency to replace the personnel providing the Services with alternative personnel with similar levels of seniority and experience.

Amendments and Cancellations

In the event that either party wishes to make any material amendment to a Project, any such
amendment shall be subject to the agreement of both parties in writing.
In the event of any amendment to a Project by the Client, the Fees payable to the Agency in respect of the amended Project shall not decrease below the level of Charges that would have been payable had the Project not been amended, save with the prior written approval of the Agency.
Pending approval (in accordance with clause 8.) of any amendments to a Project, the Agency shall (unless otherwise agreed) continue to perform and be paid for the Services as if such change had not been requested.
In the event of any cancellation of the Project, or part thereof (at any time), the Client will pay/reimburse the Agency for all Charges up to the date of cancellation, together with any third party charges or other expenses or costs incurred by the Agency or to which the Agency is committed as well as any charges or other expenses or costs imposed on the Agency by third parties arising from the cancellation including all sums agreed to be paid by the Agency to a production company or other third party.
In addition to the above, in the event of cancellation of a Project or part thereof, including any and all plans or work in progress, by the Client, the Client shall pay the Agency’s entire Charges for the Project that has been cancelled (notwithstanding the fact that the Services may not have been performed), save where the parties have expressly agreed otherwise and the Contract Details reference the applicable cancellation fees per Project.
The Agency will use reasonable endeavours to work within the agreed cost estimates provided to the Client, but the Client acknowledges that individual costs within the estimate may vary at the Agency’s discretion to enable the most effective realisation of the Project.
Where additional expenses or time are incurred by the Agency as a result of alterations to the original brief by Client, or otherwise at its request, the Client shall be liable to pay such extra expenses and additional fees at the Agency’s, or applicable third party providers’s, normal rates.
If a Project scope changes prior to completion, the Agency reserves the right to charge appropriate additional fees. The Agency undertakes to notify Client in advance should changes in scope of work be likely to result in additional charges.
The Client shall promptly pay applicable progress payments which may also be required in the event of additions to the originally agreed scope of work prior to completion.

Approvals and Authority

1. For the purposes of this Agreement, any reference to “approval” to be given by the Client shall mean the Client giving approval by one of the following methods:

1. An e-mail from the individual business e-mail address of an Authorised Client Approver; or

Any electronic communication on any platform from an Authorised Client Approver;
the signature of an Authorised Client Approver on the Agency’s documentation, or
any oral communication to the Agency by an Authorised Client Approver.

For the purposes of this Agreement, any reference to “approval” to be given by the Agency shall mean the Agency giving approval by one of the following methods:

e-mail from the individual business e-mail address of an Authorised Agency Approver; or
the signature of an Authorised Agency Approver on the Client’s documentation.

Where a party is asked to give approval under or in connection with this Agreement, such
approval shall not be unreasonably withheld or delayed.
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.
Following completion of the Project, or part thereof, will deliver the relevant Agency Materials to Client as soon as reasonably practicable and in the agreed format.
Unless expressly agreed in writing between the parties Client shall not be entitled to reject the Agency Material on the basis of style or composition.

9. Fees

The Agency will invoice the Client in respect of all Charges, Fees, Expenses and Third Party
Costs.
The Agency shall not be obliged to supply any Services and/or Deliverables for a Project until the Client has paid to the Agency (in cleared sums) a non-refundable deposit of 50% of the Charges.
Should the term of a Project exceed 8 weeks (starting from the Effective Date), the Client agrees to pay to the Agency regular ongoing, non-refundable ‘progress payments’ which will be calculated in good faith by the Agency and notified to the Client if applicable.
Fees for expedited services shall be set out in the Contract Details, or in a written cost estimate provided too, and accepted by, the Client prior to the commencement of work on a Project.
The Fees, Expenses and Third Party Costs will be invoiced in accordance with the payment terms set out in the applicable Contract Details (or as otherwise notified by the Agency to the Client from time to time in writing) and shall be within thirty (30) days of the date of the relevant invoice, or such other reasonable period as the parties may agree in the applicable Contract Details.
In the event that the Client fails to make any payment in full when due to the Agency under this Agreement, then without prejudice to its other rights and remedies under or in connection with this Agreement or otherwise in law, the Agency shall be entitled to charge the Client interest on such overdue sum at the rate of 5% above the base rate of the Bank of England in force from time to time calculated from the due date up to the date of payment.
If the Client is overdue with any payment hereunder, then without prejudice to the Agency’s other rights or remedies:

the Agency shall have the right to suspend performance of the Services on three (3) days’ written notice until the Agency has received payment of the overdue amount together with any accrued interest; and/or
the Agency shall have the right to terminate the applicable Project immediately upon seven (7) days’ written notice to the Client.

All sums payable to the Agency 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.)
If any payment of the Fees, Expenses or Third Party Costs is subject to tax (whether by way of direct assessment or withholding at its source), the Agency shall be entitled to receive from the Client such amounts as shall ensure that the net receipt to the Agency of the Fees, Expenses and Third Party Costs after tax in respect of the payment is the same as it would have been were the payment not subject to such tax.
The terms of remuneration set out in this Agreement do not cover the performance of services which are outside of the scope of a Project or the information set out in the relevant Contract Details nor do they cover the performance of services outside the Territory. If any

such services are required the terms relating to their provision together with the applicable fees will be agreed in writing by the parties.

THIRD PARTY COSTS

11. The Agency will invoice the Client in respect of all Third Party Costs incurred by the Agency on behalf of the Client in performing the Services, and the Client pay such third party costs promptly and in accordance with the relevant payment terms.

12. All expenses figures provided in advance of a Project are estimates only and Client should allow a minimum 10% contingency budget in all cases. All estimated costs are stated exclusive of VAT (unless expressly stated otherwise). Value added tax (VAT) will be charged at the prevailing rates when and if applicable.

10. confidentiality

Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, its clients, customers, businesses, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).
Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which it ought reasonably to expect the other party would regard as confidential.
Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party except as follows. Each party may disclose the other party’s confidential information:

to its employees, officers representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and

b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

4. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

Agency Warranties
1. The Agency warrants and undertakes that:

it has full power and authority to enter into this Agreement and that by doing so it will not be in breach of any obligation to a third party;
the personnel who perform the Services are and shall be competent and suitable, whether as to qualifications, experience or otherwise, to provide the Services;
subject to clause 11.2, the use of the Deliverables by the Client in accordance with this Agreement and for the purposes set out in the Contract Details will not infringe the copyright of any third party in the Territory.

2. The Client releases the Agency from any liability under or in connection with this Agreement and hereby indemnifies the Agency against any Losses incurred by the Agency to the extent that such Losses arise as a result of:

the Deliverables infringing third party Intellectual Property Rights, breaching advertising regulations or other laws and regulations, where the Agency had previously notified the Client of a specific risk that the Deliverables infringed third party Intellectual Property Rights or breached Advertising Regulations or other laws and regulations and the Agency had obtained the prior approval of the Authorised Client Approver to use such Deliverables notwithstanding such notified risk; and/or
the incorporation of Client Materials into the Deliverables provided that the Agency has incorporated and used such Client Materials in the Deliverables in accordance with any instructions given by the Client from time to time.

Client Warranties

1. The Client warrants and undertakes that:

it has full power and authority to enter into this Agreement and that by doing so it will not be in breach of any obligation to a third party;
the Client Materials will not, when used in accordance with this Agreement and any written instructions given by the Client, infringe third party copyright;
to the best of its knowledge and belief, the Client Materials will comply with all applicable laws and regulations including all Advertising Regulations; and
the Client Materials are accurate and complete in all material respects.

2. Each party shall comply with the obligations imposed on it by applicable Data Privacy Laws with

regard to Client Personal Data processed by each party in connection with Services.

Liability

Subject to clause 13.2 the Agency’s maximum aggregate liability under or in connection with this Agreement (including all Scopes of Work and any indemnity contained in this Agreement), whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed 110% of the amount of Charges (excluding Third Party Costs) set out in the applicable Contract Details.
Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.
Subject to clause 13.2 (and including for the avoidance of doubt any indemnity contained in this Agreement), in no event will either party be liable under or in connection with this Agreement for:

loss of actual or anticipated income or profits;
loss of goodwill or reputation;
loss of anticipated savings;
loss of data; or
any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

In the event of any samples being loaned to support our shoots or content creation services, the Agency will not be liable for any lost or damaged stock. The Agency shall use reasonable endeavours to store samples securely, however, the Client shall also ensure that any such samples delivered to the Agency are covered by an appropriate insurance policy held by the Client.

Insurance

The Agency may take out and maintain insurance policies to the value sufficient to meet its
liabilities under or in connection with this Agreement.
The Client acknowledges and agrees that nothing in this Agreement shall place any obligation upon the Agency to obtain insurance cover where such cover is not a legal requirement.
The Client shall take out and maintain insurance policies to the value sufficient to meet its liabilities under or in connection with this Agreement.

Intellectual Property Rights

The Agency acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in any Client Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services and Deliverables) shall remain vested in the Client or its licensors. The Client hereby grants to the Agency a non-exclusive licence during the applicable Project Term to use the Client Materials solely for the purposes of providing the Services and Deliverables.

Subject to the Agency receiving payment of all Fees attributable to the Agency Materials, the Agency grants to the Client a licence to use the Agency Materials in the Territory, for inclusion in the Deliverables and for the purposes and in the media and period of time set out in the Contract Details.

If the Client wishes to use the Deliverables:

either outside of the Territory; and/or
after the period of time set out in the Contract Details; and/or
outside of the purposes and/or media set out in the Contract Details;

then the Client shall notify the Agency of any intended use of Deliverables and will pay the Agency a fee to be agreed by the parties.

The Client acknowledges that all Intellectual Property Rights in the Agency Proprietary Materials shall be owned by and remain the property of and vested in the Agency. Subject to the Agency receiving payment of all Charges attributable to the Agency Proprietary Materials licensed under this clause, the Agency hereby grants to the Client a licence to use such Agency Proprietary Materials as are included in the Deliverables, in the Territory, for the period of time and for the purposes set out in the Contract Details.
To the extent permitted by law and subject to the Agency receiving payment of all Fees attributable to the Agency Materials, the Agency shall ensure that all Moral Rights in the Agency Material included in the Deliverables are waived (or where not lawfully possible to waive Moral Rights, the Agency agrees not to assert any Moral Rights in respect of the Agency Materials).
Notwithstanding any of the above and save as otherwise expressly provided for in the Contract Details, the Agency, and its Associates, shall:

be able during and after the Term to use any Deliverables which have been broadcast, published, distributed or otherwise made available to the public, and the Client’s name and logo for the purposes of promoting its work and its business including on the Agency’s website, in credentials pitches and in its showreel. Any other use by the Agency shall be subject to the Client’s prior approval; and
retain all know-how obtained in connection with the Services and Deliverables.

For the avoidance of doubt, the Agency shall not be liable under or in connection with this Agreement for any modifications, adaptations or amendments to any Deliverables made by the Client or by a third party on the Client’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of the Client and/or its Associates.
The terms of and obligations imposed by this clause 15 shall survive the termination of this Agreement for any reason.

Termination

Either party may terminate this Agreement at any time without cause [after expiry of the Initial Period] by giving not less than 3 months written notice to the other party [provided that such notice to terminate cannot expire until the Initial Period has elapsed.]
The Client may terminate or cancel a Project, in writing, subject to clauses 7 and clause 9 and payment of all Third Party Costs and Charges as referred in the Contract Details, clause 7 and clause 9 at any time.
Either party may terminate this Agreement or any Project immediately upon written notice to the other party:

under clause 19 (below) ; or
in the event of any material breach of this Agreement by the other party which breach is not remediable or, if remediable, is not remedied within thirty (30) days after the service by the party not in default of a written notice on the defaulting party, specifying the nature of the breach and requiring such breach to be remedied; or
if the other party suspends, or threatens to suspend payment of its debts or is unable to pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
if the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal or enters into any compromise or arrangement with its creditors (other than for the sole purpose of a solvent reconstruction or a scheme for a solvent amalgamation of that other party with other companies); or
if a petition is filed, or a notice is given, or a resolution is passed or an order is made for or in connection with the winding up of that other party (other than for the sole purpose of a solvent reconstruction or a scheme for a solvent amalgamation of that other party with other companies); or
if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party.

Consequences of Termination

Termination of a Project in accordance with the terms of this Agreement by either party shall
not serve to terminate this Agreement which shall continue in full force and effect.
Upon termination of this Agreement under Clauses 16.1 and/or 16.3 all outstanding Projects shall also be terminated.

Upon termination of this Agreement or a Project for any reason:

the Client shall pay the Agency all Fees, Expenses and Third Party Costs due to the Agency (in accordance with clause 7 where relevant) including during the notice period; and
subject to clause 17.3 (a) each party shall on the reasonable request of the other party promptly deliver or dispose of any and all materials and property belonging or relating to the other party (including all Confidential Information) and all copies of the same, which are then in its possession, custody or control and which relate to all affected Projects, and shall on the request of the other party certify in writing that the same has been done.

If prior to termination of the Agreement, the Agency has (at the request of the Client) prepared detailed plans or proposals for future Deliverables in respect of which the Agency has not been paid, the Agency shall be entitled to receive remuneration from the Client based on the Agency’s time spent preparing such plans or proposals.
Provisions of this Agreement which are either expressed to survive its termination or which from their nature or context are contemplated to survive termination shall remain in full force and effect notwithstanding termination of this Agreement

18. Non-Solicitation

1. During the Term and for a further period of 6 months after its termination, neither party shall (except with the prior written approval of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other party any person employed or engaged by such other party either in the provision or receipt of any Services or Deliverables, other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other party.

19. Force Majeure

Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any act, event, non-happening, omission or accident beyond its reasonable control (a “Force Majeure Event”).
Force Majeure Events shall include but not be limited to the following events affecting either party or its Associates:

strikes, lock-outs or other industrial action (other than strikes, lock-outs or other industrial action of any Associates of the party seeking to rely on the Force Majeure Event);
civil commotion, riot, invasion, war (whether declared or not), terrorism, or threat of or preparation for war or terrorist attack;
fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and/or
compliance with any law or governmental order, rule, regulation or direction.

The party whose performance is affected by a Force Majeure Event shall, as soon as reasonably practicable after becoming aware of the Force Majeure Event, provide a written notice to the other party, giving details of the Force Majeure Event, its likely duration and the manner and extent to which its obligations are likely to be prevented or delayed.
If any Force Majeure Event occurs, the date(s) for performance of the affected obligation(s) shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding one (1) month, the non-affected party shall have the right to terminate this Agreement immediately on written notice to the affected party. Each party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.

20. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. COUNTERPARTS

This Agreement may be executed in one or more counterparts all of which taken together shall be deemed to constitute one and the same instrument.

22. ENTIRE AGREEMENT

This 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 agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England
and Wales.
Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them arising under or in connection with this Agreement (save in respect of enforcement of judgments where their jurisdiction shall be non-exclusive)

Schedule 1 Definitions and Interpretation

1. Interpretation

In this Agreement, references to clauses, schedules and appendices are to clauses of and schedules to and appendices to this Agreement. Where any provision contained in the Schedules or Contract Details conflicts with any provision of the Terms and Conditions the following order of precedence shall apply (unless otherwise expressly stated):

Contract Details
Terms and Conditions
Schedules

Unless the context otherwise requires:

a person includes a legal person (such as a limited company) as well as a natural
person;
the words “include” and “including” shall be construed without limitation; and
any reference to an enactment of legislation includes any subordinate legislation made from time to time under it and is to be construed as references to that enactment as from time to time amended or modified or any enactment replacing it.

The headings in this Agreement are for ease of reference only and shall be disregarded in construing or interpreting the Agreement.
The following terms shall have the corresponding meanings for the purposes of this Agreement:

“Advertising Regulation” means any present or future applicable code of practice or adjudication of the Committee of Advertising Practice, Broadcast Committee of Advertising Practice or the Advertising Standards Authority and includes any applicable modification, extension or replacement thereof in force from time to time, together with other UK laws, statutes and regulations which are directly applicable to the Services;
“Affiliates” means any company, partnership or other entity which at any time directly or indirectly controls, is controlled by or is under common control with either party including as a subsidiary, parent or holding company;
“Agency Materials” means those Materials specifically created by the Agency for the purposes of a Project by officers, employees or freelancers of the Agency (including any Materials adapted, modified or derived from the Client Materials).

“Agency Proprietary Materials” means software (including all programming code in object and source code form), methodology, know-how and processes and Materials in relation to which the Intellectual Property Rights are owned by (or licensed to) the Agency and which are:
1. in existence prior to the date on which it is intended to use them for a Project; or
2. created by or for the Agency outside of a Project and which are intended to be reused across its business;
“Agreement” means this agreement including the Contract Details, Terms and Conditions and Schedules;
“Associates” means a party’s employees, officers, agents, sub-contractors or authorised representatives;
“Authorised Agency Approver” means those personnel of the Agency specified in the applicable Contract Details who have the authority to contractually bind the Agency in all matters relating to this Agreement (and any successor notified to the Client);
“Authorised Client Approver” means those personnel of the Client specified in the applicable Contract Details who have the authority to contractually bind the Client in all matters relating to this Agreement (and any successor notified to the Agency);
“Business Day“ means any day other than:

a Saturday, Sunday or public holiday in the UK; or
any day between 24 December in any year and 1 January in the immediately following year (inclusive);

“Client Materials” means any Data, client equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos and any other materials or information owned by or licensed to the Client which are provided to the Agency and/or its Associates by or on behalf of the Client;
“Data Privacy Laws” shall mean the following as amended, extended or re-enacted from time to time:

EC Directive 2002/58/EC on Privacy and Electronic Communications;
while and to the extent that the law of the European Union has legal effect in the UK, EC Regulation 2016/679 (the “GDPR”) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
the Data Protection Act 2018;
all local laws or regulations implementing or supplementing the EU legislation mentioned in (i)-(ii)
above;
all codes of practice and guidance issued by national regulators relating to the laws, regulations and legislation mentioned in (i)–(iv) above.

“Deliverables” means the advertising, creative and other materials which are to be provided by the Agency as specified in the Contract Details;
“Effective Date” means the earlier of the date on which the Agency commences delivery of Services to the Client, or the date specified in the Contract Details;
“Expenses” means reasonable travelling, hotel, subsistence and other expenses incurred by the Agency in connection with the supply of Services and Deliverables, provided that such Expenses have either received the Client’s prior written approval or where applicable are in accordance with any expenses policies which have been supplied to the Agency and set out in the applicable agreed Contract Details;
“Fees” mean the Charges as set out in the Contract Details.

16.

17. 18.

“General Terms” means the terms and conditions set out in this Agreement including this Schedule 1 but not including any other Schedules and/or Scopes of Work;

“Independent Auditor” means a suitably qualified and independent auditor;

“Intellectual Property Rights” means the following rights, wherever in the world enforceable, including all reversions and renewals and all applications for registration:

any patents or patent applications;
any trade marks (whether or not registered);
inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration;
copyright or design rights (whether registered or unregistered);
database rights;
performer's property rights as described in Part II, Chapter X of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world;
any goodwill in any trade or service name, trading style or get-up; and
any and all other intellectual or proprietary rights.

“Losses” means losses, damages, liabilities, claims, demands, actions, penalties, fines, awards,

costs and expenses (including reasonable legal and other professional expenses).

“Materials” means any artwork, copy, models, designs, photographs, commercial, feature film, character, music, voice over, sound recording, performance, book, painting, logo, or any other material protected by Intellectual Property Rights, but not including any software;

“Moral Rights” means all rights described in Part I, Chapter IV of the Copyright Designs and Patents act 1988 and any similar rights of authors anywhere in the world;

“Personal Data” shall have the same meaning as defined in GDPR;

“Project” means any project(s) agreed between the parties from time to time under which the Agency is to perform Services and/or supply Deliverables to the Client, as more fully described in this Agreement and the applicable Contract Details;

“Records” means such accounts and records maintained by the Agency of all expenditure which is reimbursable by the Client under this Agreement and as are reasonably necessary for the purpose of enabling the Client to conduct an audit of that expenditure;

“Term” means the duration of this Agreement as more particularly described in the Contract Details;

“Territory” means the United Kingdom, unless expressly specified otherwise in the applicable Contract Details. Publication and marketing on globally accessible mediums such as the internet shall not mean that the Territory is deemed to be world-wide

“Third Party Costs” has the meaning set out in the Charges section of the Contract Details.

“Third Party Materials” means those Materials which are either commissioned by the Agency from third parties during the Term and incorporated into the Deliverables, or which have been created by a third party and which are in existence at the time it is desired to make use of them for inclusion in the Deliverables, but which excludes software which is owned or licensed by a third party;

“Year” means a twelve month period commencing on the Effective Date and each anniversary of the Effective Date during the Term.

All clients of DISCO Group Ltd. are subject to the above Terms & Conditions.

Terms & Conditions

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