Terms & conditions

In these Conditions:

“Affiliate” means in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company.

“Client” means the person who accepts a quotation of the Company for the provision of Services or whose order for Services is accepted by the Company; in this case [ Company Name ], [Company number] registered office address [address].

“Client Specification” means any and all specifications, drawings, photographs, text, logos, designs, narrative, or any other matter supplied by the Client for the purpose of the provision of the Services;

“Company” means Gilroy Corporate Communications Ltd (registered number 01399882) registered address Dragon Court, Charter Alley, Tadley, Hants, RG26 5PU;

“Conditions” means the standard terms and conditions of sale set out herein and (unless the context otherwise requires) includes any special terms and conditions, or variations to these standard terms and conditions agreed in writing between the Client and the Company;

“Contract” means these Conditions, and any SOW (as defined in clause 3.11), quotation or other order issued under them (and accepted, as required);

“Materials” means any material or documentation provided in accordance with the Contract;

“Services” means services which the Company is to provide in accordance with the Contract;

“Website” means the pages of information on the Internet accessible by means of a URL produced by the Company in accordance with the Contract;

“Written or in writing” means any form of communication which can be producedas hard copy. This includes a verbal instruction to the Company which is laterconfirmed in writing by either party.

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

Unless otherwise specified, these terms and conditions apply to all arrangements  between the Client and the Company and to any services provided by the Company, unless otherwise agreed. Where the Client’s terms and conditions take precedence, these terms and conditions shall still apply where there are no conflicting terms.

Services shall be provided by the Company in accordance with any written quotation of the Company which is accepted by the Client or any written order of the Client which is accepted by the Company, subject in either case to these Conditions which shall govern the provision of the Services to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Client.

No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and the Company.

The Company’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Company in writing. In entering into the Conditions and any quotation, order or SOW (as defined in clause 3.11) the Client acknowledges that it does not rely on and waives any claim for breach of all such representations which are not so confirmed.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

The copyright for all purposes in all artwork base design used by the Company to provide the Services (copy, storyboards, site plans, etc.) and all other work created by the Company for the Client (including the Client Specification) shall be and shall remain vested in the Client subject to the Company receiving, in cleared funds, payment for the Services and Materials. The Company shall execute all such documents as the Client may reasonably require to vest all such intellectual property rights in the Client.

Services do not include a connection to the Internet and the Company shall not be responsible or liable in any way for any service facility activity or fault provided by any third party or originating in any third party computer or other communications network.

The Company does not purport to offer as part of the Services any advisory or compliance checks in relation to any local, national or international laws, regulations or rules relating to the sale of the Client’s products or services via the Internet. Such matters will remain the sole responsibility of the Client.

The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable drawing, design, data or specification) submitted by the Client and for giving the Company timely information needed to enable the Company to perform the order in accordance with its terms.

The quantity, quality and description of and any specification for the Services shall be those set out in the Company’s quotation (if accepted by the Client) or the Client’s order (if accepted by the Company).

The Client warrants to the Company:

1. that it either owns free of all encumbrances the legal title to any Client Specification or has all necessary licences and consents from the owner to use the same and to provide the Client Specification to the Company for the purposes of the Services; and

2. that any statement made by the Client about goods or services in a Client Specification is legal honest and truthful.

The Client shall if so reasonably requested by the Company supply the Company with objective and reasonable evidence supporting any product claim made by the Client in the Client Specification and (b) shall inform the Company if any claim or trade description in the Client Specification is misleading.

A Client Specification is supplied to the Company at the Client’s risk and shall remain at the Client’s risk except whilst in the Company’s possession. The Company shall not be liable for any loss or damage to the Client Specification unless such damage arises as a direct result of the negligence of the Company or its officers or employees or breach of the Contract by the Company.

Without prejudice to the Company’s remedy under clause 3.6 the Company may refuse to carry out the Services if in its reasonable opinion the Client Specification is immoral, illegal, obscene, misleading, inaccurate or defamatory and the Company shall not be liable to the Client for breach in such instances.

If the Services are to be produced by the Company wholly or partly in accordance with a Client Specification, the Client hereby agrees to indemnify and hold harmless the Company (and its successors, officers, directors, employees, agents, licensees and its Affiliates (and any of their successors, officers, directors, employees, agents and licensees)) for all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by the Company (or its successors, officers, directors, employees, agents, licensees or its Affiliates (and any of their successors, officers, directors, employees, agents or licensees) as applicable) in connection with any claim made against the Company (or its successors, officers, directors, employees, agents, licensees or its Affiliates (and any of their successors, officers, directors, employees, agents or licensees) as applicable) for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person to the extent such claim arises from their use of the Client’s Specification.

The Company reserves the right by notice to the Client to make any changes in service specification which may be reasonably required to ensure the Services conform with any applicable safety or other statutory requirements.

The Client shall be entitled to cancel an order which has been accepted by the Company at any time upon reasonable notice or with immediate effect, subject to the Client paying the Company for all services (for the avoidance of doubt including payment for any work in progress) and expenses reasonably incurred by the Company as a result of such cancellation, provided to the date of such termination. The Company will take all reasonable steps to comply with any such request provided that the Company is able to do so within its contractual obligations to its vendors.

The Company shall not be responsible for any delay in the performance of the Services resulting from Client failure to provide approval or critical information where such approval or information has been requested by the Company as early as practicable in the circumstances.

Client will ensure the Statement of Works (“SOW”) or Purchase Orders (“PO”) will be issued on a timely basis to the Company to ensure Client’s prescribed deadlines can be met. Any delay in the issue of the SOW / PO should result in the prescribed deadlines being extended by the corresponding time.

The parties agree that in each instance in which provisions of the SOW contradict and explicitly override the provisions of this client terms and conditions, the provisions of the SOW shall prevail and govern the Services under that SOW.

The price of Services shall be the quoted price set out in the written quotation of the Company which is accepted by the Client or written order of the Client which is accepted by the Company. All prices quoted are valid for 30 days only or until earlier acceptance by the Client.

The Company reserves the right, by giving notice to the Client at any time before delivery, to increase the price of Services to reflect any increase in the cost to the Company of providing the Services which is due to any factor beyond the reasonable control of the Company, provided that any such increase shall first be agreed by the Client.

The price is exclusive of any applicable value added tax which the Client shall be additionally liable to pay to the Company subject to receipt of a valid VAT invoice.

In addition to the Fees payable to Company under this Agreement, Client shall reimburse Supplier for all pre-approved out-of-pocket costs and expenses incurred by Company on behalf of Client in connection with performing the Services.

In the event that the Company Services under this SOW exceed or falls short of the target amounts set forth in this SOW by 10% or more, the parties will negotiate in good faith at the initial identification to revise the SOW to account for the resulting increase or decrease in costs and expenses.

The Company shall increase the Rate Cards on annual basis to reflect the impact of indexation.

The Terms for all Services are within 30 days of receipt of invoice and all services are invoiced as 50% in advance and 50% on completion, unless otherwise agreed, with the exception of media and third party supplies which are subject to 100% invoice and payment in advance.

The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

The Company will not be liable for the consequences of any delay caused by the Client as a result of non-payment by the Client of any invoice for the cost of Materials or Services required for the fulfilment of the Contract.

If the Client fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

1. cancel the Contract or suspend any further deliveries of Materials or Services to the Client;

2. appropriate any payment made by the Client to any contract between the Client and the Company; and

3. charge the Client interest (both before and after any judgement) on the amount unpaid or any part thereof at the rate of four per cent per month above Barclays Bank base rate until payment in full is made.

If the Services are put on hold by the Client, the Client does not have the right to any form of refund of charges already paid in relation to Services provided to the date the Services are put on hold, unless agreed in writing by the Company.

If the Services are put on hold by the Client and remain on hold for a period greater than six months and no refund request is made by the Client, the Contract will be deemed as complete to the full value of the payments made up to that point.

In the event work undertaken in the SOW / PO has been suspended by the Client before the campaign has been completed then the Company shall have the right to invoice for all work performed until the date of suspension within thirty days of the works being suspended.

In the event of termination of the SOW / PO agreement by the Client, payment will be arranged to the Company for all work completed and work in progress upto the date of termination.

Subject to clause 6.2, delivery shall be made to the Client at such place and in such manner as is agreed by the Company and the Client.

Delivery of a Website or online assets shall be either when it has been up-loaded to the specific server or media channel selected by the Client and the Client confirms acceptance i.e. compliance with the Client Specification or it is supplied as physical media and the Client confirms acceptance i.e. compliance with the Client Specification. If the server is specified by the Client and not owned by the Company, and the Company is unable to up-load the website or online assets due to technical issues relating to the server, the Client and the Company will work together (each acting reasonably) to resolve such issues. If such issues cannot be resolved within a reasonable time or after reasonable attempts to resolve them, delivery will revert to physical media.

Any dates quoted for delivery are approximate only and the Company shall not be liable for any reasonable delay in delivery except where caused by the Company’s negligence. Time for delivery shall not be of the essence unless previously agreed by the Company in writing or, where the Company failed to make delivery within a reasonable period after the date for delivery, the Client notifies the Company that time for delivery is of essence in relation to any revised date for delivery specified by the Client.

If the Client fails to take delivery of the Services or any part thereof (in either case properly provided by the Company in accordance with the terms of the Contract) or fails to give the Company adequate delivery instructions at or prior to the time stated for delivery (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of the Company’s default) then without prejudice to any other right or remedy available to the Company, the Company may store the Materials until actual delivery and charge the Client for the reasonable costs (including insurance) of storage.

The Company shall have no liability to the Client for the loss or damage suffered in consequence of any failure or breakdown of any server specified by the Client on to which any Website, online assets or online Materials have been uploaded whether in accordance with Clause 6.2 or otherwise.

Where in accordance with the SOW, the Deliverables are required to be tested prior to acceptance thereof, the Company shall inform the Client in writing when the Deliverables are available for testing.  From the date of such notification, the Client will have a period of ten working days to test the Deliverables to ensure they perform as described in the Statement of Work.  If no testing is required, Deliverables shall be deemed accepted on performance or delivery.

If the Client fails to notify the Company within ten working days after notification by the Company that the Deliverables are available for testing that it has accessed and tested the relevant Deliverables and found no defects or where there are any defects, listed such defects, the Company shall have no liability for any defect or failure by the Deliverables to perform in accordance with the Statement of Work and the Client shall be bound to pay the price for the Deliverables as if they had been delivered and satisfactorily provided in accordance with the Contract.

Any notification by the Client under clause 6.7 shall be made in writing and shall relate only to defects in the Deliverables where the functionality does not match that described in the Statement of Work.  If the Company accepts that there are defects in the Deliverables in accordance to the Statement of Work, the Company shall implement such further alterations or modifications to the Deliverables free of charge as the Company shall reasonably judge necessary to enable the Deliverables to perform in accordance with the Statement of Work.  The provisions of clauses 6.7 and 6.8 shall continue to apply until such time as the Deliverables have been or are deemed supplied in accordance with the Statement of Work save that the re-testing by the Client shall relate only to those functions which have previously failed.

Risk of damage to or loss of any Materials, delivered by the Company to the Client, shall pass to the Client at the time of delivery or if the Client wrongfully fails to take delivery at the time when the Company has tendered delivery of the Materials to the Client.

Notwithstanding delivery and the passing of risk or any other provision of these Conditions, the property in the Services and Materials shall not be deemed to have passed to the Client until the Company has received in cleared funds, payment of the price for the Services and Materials.

In any case where the property in the Services and Materials does not, and will not, pass to the Client, the Company is entitled, subject to clause 13.1, to resell the property, or remove it from any servers owned by the Company, at its own discretion.

Unless otherwise agreed in writing, all origination, materials and files and code remain the property of the Company.

Subject to the conditions set out below, the Company warrants that all reasonable skill and care will have been taken in the provision of the Services and will, once notified, use reasonable endeavours to correct any fault in the Services as quickly as is reasonably practicable.

The above warranty and obligation to correct faults are given by the Company subject to the following conditions:

1. the Company shall be under no liability in respect of any defect in the Services arising from use of a Client Specification; and

2. the Client acknowledges that it is technically impractical to provide Website Services free of all faults and that the Company does not undertake to do so.

Except in respect of death or personal injury caused by a party’s negligence, neither the Company nor the Client shall be liable to the other party, by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential and/or indirect compensation whatsoever (and whether caused by the negligence of the party, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services. For the avoidance of doubt, this exclusion of liability shall not apply to any indemnity under the Contract relating to breach of intellectual property rights.

The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control but provided that where such cause lasts for more than 7 days, the Client shall be entitled forthwith by notice to the Company to terminate the Contract. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control:

1. Act of God, explosion, flood, tempest, fire or accident;

2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

4. import or export regulations or embargoes;

5. strikes, lock-outs or other industrial actions or trade disputes (not involving employees of the Company);

6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;

7. power failure or breakdown in machinery.

1. Subject to clause 8.6, the Company’s total liability to the Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, the Company’s total liability for those claims shall not exceed the single highest annual cap for those contract years.

2. 8.5.2 In this clause 8.5:

   • cap. The cap is the lesser of £1,000,000 and three hundred per cent (300%) of the total charges in the contract year in which the breaches occurred (such total charges to always be deemed to be £10,000 if lower than £10,000, including if no charges were payable in the applicable contract year);

   • contract year. A contract year means a 12 month period commencing with the date of this Contract or any anniversary of it;

   • total charges. The total charges means all sums paid by the Client and all sums payable under this Contract in respect of goods and services actually supplied by the Company, whether or not invoiced to the Client; and

   • references to liability include every kind of liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Nothing in this Contract limits any liability for:

1. death or personal injury caused by negligence;

2. fraud or fraudulent misrepresentation;

3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

4. any liability that cannot legally be limited.

Clients Indemnity to the Company. The Company will not be liable for infringing on intellectual or industrial property rights of third parties as a result of materials and documents supplied by the Client. Client hereby agrees to indemnify and hold harmless the Company (and its successors, officers, directors, employees, licensees, agents and its Affiliates (and their successors, officers, directors, employees, licensees and agents)) for all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by Company (or its successors, officers, directors, employees, licensees, agents or its Affiliates (and their successors, officers, directors, employees, licensees or agents) as applicable) arising from final judgments against the Company (or its successors, officers, directors, employees, licensees, agents or its Affiliates (and their successors, officers, directors, employees, licensees or agents) as applicable) by a court of competent jurisdiction or any reasonable settlement to the extent resulting from the alleged infringement by any Services or Work Product of any patent, trade secret, trademark or copyright of any third party, where the use of such third party intellectual property was as a result of materials and documents supplied by Client.

All intellectual property rights used or embroiled in or in connection with or pertaining to software supplied to the Client by the Company, under or in connection with the Services, shall be and remain the sole property of the Company or of any licensor thereof. No title or intellectual property rights therein or in any modification or extension thereto shall pass to the Client. Nothing in the Contract grants the Client ownership of such software save for a licence to use such software for the purpose of enjoying the benefit of the Services, for which there may be additional charges. Such additional charges shall be notified in advance to the Client before incorporation into the Services.

Unless stated otherwise in writing by the Company, any image, artwork or graphical representation (“Images”) provided by the Company under or in connection with the Services (but excluding the Materials and any Images owned or supplied by the Client) shall be licenced to the Client solely for the purpose of enjoying the benefit of the Services and/or for the purpose or purposes and/or the period of time and/or within the territory (“the Territory”) and/or in connection with the number of replications stated in the Client Specification (if any).

The Client shall not licence Images to third parties located outside the Territory, or to any persons or entities in the Territory which the Client has reason to believe intend to re-licence, sell or otherwise distribute such Images, without the Company’s prior written approval. The Client shall not engage any other agency, distributor or other person or entity (which includes individuals who are not the Client’s employees) to license, sell or otherwise distribute Images to third parties without the Company’s prior written consent unless specified in the Contract. Any distribution channels not specifically accounted for are reserved by the Company. For the avoidance of doubt, nothing in the Contract shall prohibit the Client from licensing or using the Images or otherwise enjoying the benefit of the Services, including the right to licence or sub-licence for the purpose of enjoying the benefit of the Services and/or in connection with the Project except to extent that a third party image/IP requires additional licence fee that will be recharged to Client with Client’s prior written approval, dependent on further usage beyond original specification. To the extent that any Deliverable constitutes or includes any pre-existing proprietary item of a third party, the Intellectual Property Rights therein shall remain with the third party.

The Client hereby agrees to indemnify and hold harmless the Company (and its successors, officers, directors, employees, licensees, agents and its Affiliates (and their successors, officers, directors, employees, licensees and agents)) for all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by Company (or its successors, officers, directors, employees, licensees, agents or its Affiliates (and their successors, officers, directors, employees, licensees or agents) as applicable) arising out of or in connection with any claim by a third party which results from or arises under the Client’s modification of any Image or combination of any Image with any other material in breach of the Contract, its failure to abide by any restriction set out in the Contract regarding the use of an Image, or any claim by a third party related to the use of an Image, alone or in combination with any other material in breach of the Contract.

The Company hereby agrees to indemnify and hold harmless the Client (and its successors, officers, directors, employees, licensees, agents and its Affiliates (and their successors, officers, directors, employees, licensees and agents)) for all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by Client (or its successors, officers, directors, employees, licensees, agents or its Affiliates (and their successors, officers, directors, employees, licensees or agents) as applicable) arising out of or in connection with any claim by a third party which results from or arises under the Client’s use of any Materials supplied by the Company or any Images in accordance with the terms of the Contract, the Company’s failure to abide by any restriction regarding the use of the Client Specification or any claim by a third party alleging that the Client’s use of any Materials supplied by the Company or any Images in accordance with the terms of the Contract infringes the intellectual property rights of such third party.

This clause applies if:

1. the Client or the Company makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

2. an encumbrancer takes possession or a receiver administrator, receiver or administrator is appointed of any of the property or assets of the Client or the Company; or

3. the Client or the Company ceases or threatens to cease to carry on business; or

4. the Company or the Client reasonably apprehends that any of the events mentioned above is about to occur in relation to the other party and notifies the other party accordingly.

If this clause applies then without prejudice to any other right or remedy available to the non-defaulting party, the non-defaulting party shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the defaulting party and if any of the Services have been supplied but not paid for, the price for such Service shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

The parties shall comply with Schedule 1. To the extent of a conflict between Schedule 1 and the rest of the Contract, Schedule 1 shall take priority, notwithstanding anything to the contrary in this Contract.

The Company may put names and other information relating to the Client into a computerised directory of its clients for internal use but may only use for external promotional use with the prior written consent of the Client.

The Client shall provide the Services and deliver the Materials in accordance with all applicable laws.

Nothing in these Conditions shall confer on any third party any right pursuant to the Contracts (Rights of Third Parties) Act 1999.

Neither Party will obtain any ownership or licence of the other Party’s Intellectual Property Rights.

All ownership rights for commissioned content, imagery or online assets created and developed specifically by the Company to fulfil the Client Specification will transfer to the Client on completion subject to payment of the price for the Services and Materials.

All ownership rights for content, imagery or online assets and services owned by a third party shall remain the property of the third party. All licensing for third party content, imagery or online assets and services used to fulfil the Client Specification which was sourced by the Company will be the responsibility of the Company and managed by the Company on behalf of the Client up to completion of the original license. Any further third-party licensing requirements after the completion of the original license will be the responsibility of the Client and managed by the Client.

All licensing for third party content and imagery used to fulfil the Client Specification which was sourced by the Client will be the responsibility of the Client and managed by the Client.

The Client will be made aware of all licensing terms for the use of the third party content. The Client must not use the third party content or imagery outside the licensing terms specified by the Company and notified to the Client. Any use of third party content or imagery in breach of their licensing terms as notified by the Company to the Client will constitute a material breach of these terms and be subject to penalty.

The parties will keep all Confidential Information belonging to or disclosed by the other party, including the existence of the Contract in strictest confidence. The recipient will:

1. use a reasonable standard of care in protecting Confidential Information of or relating to the disclosing party, which will not be less than the standard of care the recipient uses to protect its own confidential information;

2. only use Confidential Information of or relating to the disclosing party to perform its obligations and exercise its rights under these terms;

3. not disclose Confidential Information of or relating to the disclosing party to any third party;

4. when requested by the disclosing Party, return or destroy (and certify the same to the disclosing Party) the Confidential Information of or relating to the disclosing party.

Information is not “Confidential Information” if it is:

1. in or enters the public domain other than by breach of clauses ‎14.1;

2. already in the recipient’s lawful possession or is obtained by the recipient through a third party who is free to disclose it without confidentiality restrictions;

3. authorised for release by the disclosing Party’s written consent; or required to be disclosed by law or by a competent court, stock exchange, regulatory body or supra-national authority, provided that reasonable advance notice is provided to the owner of Confidential Information.

The provisions of this clause 14 will survive for a period of twenty four (24) months following the expiry or termination (as appropriate) of these terms.

Without prejudice to its other rights or remedies, a party may terminate these terms with one month’s written notice if one or more of the following events occurs:

1. if in the case of the Client only, the Client reasonably believes the Company’s Contract activities are not being delivered against the Client’s key performance indicators and actions specified by the Client to rectify the non-performance have been completed, but the Company’s Contract activities are still not being delivered against the Client’s key performance indicators.

2. the other party commits a material breach of these terms which is incapable of remedy or is capable of remedy but has not been remedied within thirty (30) days of receipt of a written notice specifying both the material breach and the party’s intention to terminate these terms if the material breach is not remedied; and/or

3. with immediate effect if the other Party: (i) enters into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them; (ii) passes a resolution or makes a determination for it to be wound up; (iii) has a winding-up order or bankruptcy order made against it; (iv) has appointed to it an administrator or administrative receiver; (v) being a partnership, in addition to any of the above, suffers bankruptcy orders being made against all of its partners.

The Company may terminate the Contract with immediate effect where, after having informed the Client that its instructions infringe applicable legal requirements in accordance with Clause 3.1.2 of Schedule 1, the Client insists on compliance with the instructions.

The Client acknowledges that the Company may create original works for third parties that may appear similar to the Deliverables provided by the Company hereunder. The Client agrees that, so long as such original work does not embody and is not created with reference to any Client Confidential Information or any portion of the Client Owned Materials, the Company will not be prevented from independently creating such original, but similar, works for the benefit of third parties.

Throughout the duration of the Agreement and for a period of twelve (12) months after the termination of the Agreement or the Agreement, neither Party shall solicit, offer employment to, hire or employ any person who is or was directly involved in the provision or receipt of the Services (or any Client’s Affiliate thereof). For the avoidance of doubt, neither Party shall contract any such person on an independent basis or under another agreement with a different supplier.

If one of the Parties does not respect this engagement, it shall pay to the other Party a penalty equivalent to 25% of the twelve (12) months gross salary of the concerned employee.

This provision shall not apply to prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other general solicitation.

Any notice to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business of such other address as may, at the relevant time, have been notified pursuant to this provision to the party giving the notice.

No waiver by any party of any breach of the Contract by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

The Contract shall be governed by and construed in by English law and the Parties agree in respect of it to submit to the exclusive jurisdiction of the English Courts.