TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES BY GOUGH BAILEY WRIGHT LTD.

Edition: AUGUST 2018

Standard Terms of Business

1 INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Supplier: Gough Bailey Wright Limited registered in England and Wales with company number 0570951.
Services: the services supplied by the Supplier to the Customer as set out in the Contract.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions, which from time to time may be referred to as a Scoping Document or Functional Specification.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Agency Materials: means those Materials specifically created by the Supplier for the purposes of a Contract by officers, employees or freelancers of the Supplier (including any materials adapted, modified or derived from the Customer Materials), provided that it is approved by the Customer.

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 Supplier and which are either in existence prior to the date on which it is intended to use them for a Contract, or created by or for the Supplier outside of a Contract and which are intended to be reused across its business.

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

Commencement Date: has the meaning set out in clause 2.2.

Customer 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 Customer which are provided to the Supplier and/or any third party engaged by them on behalf of the Customer in the performance of a Contract.

Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.

Deliverables: the Goods and/or Services supplied by the Supplier to the Customer pursuant to the Contract.

Force Majeure Event: has the meaning given to it in clause 13.1(a).

Goods: the goods (or any part of them) set out in the Contract (if there are any).

Intellectual Property Rights: copyright and related rights, trade marks, service marks, trade, business and domain names, rights in designs, and any other intellectual property rights, in each case whether registered or unregistered and all similar or equivalent rights or forms of protection in any part of the world.

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.

2 BASIS OF CONTRACT

2.1 The Contract constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Contract shall only be deemed to be accepted when the Supplier accepts the Contract at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier, which is not set out in the Contract.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 The Contract is also subject to the terms of any Data Processing Agreement that the Supplier requires the Customer to enter into.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue, after which the Supplier reserves the right to amend the quotation or issue a new one.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3 GOODS

3.1 Any Goods that may be relevant to the Contract will be referred to in the Contract (as may be varied or extended from time to time).

3.2 The risk in the Goods shall pass to the Customer on completion of delivery.

3.3 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for all monies due to the Supplier howsoever arising.

3.4 The price for any Goods supplied to the Customer under the Contract or that the Supplier is required to purchase in order to perform the Services shall be the price set out in the Contract and shall be exclusive of all costs and charges of packaging, insurance, transport and storage of the Goods.

4 SERVICES

4.1 The Supplier shall provide the Services to the Customer in accordance with the Contract in all material respects.

4.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

4.3 Any targets or estimated numbers relating to anticipated exposure of the Deliverables to audiences are intended to be estimates only and the Supplier shall not be liable in the event that such target or estimated numbers are not achieved.

4.4 The Customer acknowledges that it is in the nature of public relations consultancy services that the Supplier and Customer do not control whether and how Deliverables are published in the media. The Supplier shall not be liable in the event that third parties do not publish or distribute the Deliverables as anticipated or agreed with the Customer.

4.5 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4.6 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

5 CUSTOMER'S OBLIGATIONS

5.1 The Customer warrants and represents that it shall:

(a) ensure that the terms of the Contract are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Contract;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's staff and facilities as reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate;
(e) be responsible for approving all draft materials provided by the Supplier to the Customer for proofing, and agrees that the Supplier is not responsible for any inaccuracies in such material once approved by the Customer;
(f) be responsible for ensuring that it has all necessary copyright approvals, intellectual property permissions and other permissions to use any materials provided by the Customer to the Supplier for the purposes for which they have been supplied;
(g) be solely responsible for ensuring that any branding, logos or other materials produced by the Supplier for the Customer in the course of the Contract can be freely and lawfully used and be solely responsible for obtaining and paying for any necessary searches and registrations;
(h) indemnify the Supplier for any liability, claim or loss it suffers as a result of using any material or information provided by or on behalf of the Customer or for producing any logos, branding or materials subsequently used by the Customer which they were not free or lawfully allowed to.

5.2 If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

6 CHARGES AND PAYMENT

6.1 The charges for the Goods and/or Services shall be the prices set out in the Contract (or as otherwise agreed in writing).

6.2 Where the Services include media buying services, then an industry standard ASBOF Levy (currently 0.1%) will be added to the charges payable by the Customer, which will in turn be paid to the Advertising Board of Finance.

6.3 Where the Supplier has quoted a daily or hourly rate:

(a) the Supplier's standard daily fee rates for each individual person are calculated on the basis of a day from 9.00 am to 5.15 pm worked on Business Days;
(b) the Supplier reserves the right to increase its rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12-month period. The Supplier will give the Customer written notice of any such increase two months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within
3 weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 3 weeks' written notice to the Customer;

6.4 Where the Supplier has quoted a monthly retainer rate the Supplier reserves the right to increase its retainer rates with effect from the end of any agreed initial contractual period. The Supplier will give the Customer written notice of any such increase one month before the proposed date of the increase.

6.5 Save as may otherwise be agreed in writing, the Supplier shall invoice the Customer in respect of Goods and Services weekly or monthly in arrears.

6.6 Save as may otherwise be agreed in writing, the Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

6.7 Where the Supplier chooses to seek, and finds it difficult in obtaining (or continuing on the same terms), credit insurance in relation to the Customer then the Supplier may require payment to be made by the Customer in advance.

6.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).

6.9 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to inform credit insurers/agencies and to charge interest on the overdue amount at the rate of 8% above the then current base rate from time to time, but at 8% a year for any period when that base rate is below 0%, accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

6.10 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in Contract to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

7 THIRD PARTY SERVICES & COSTS

7.1 The Supplier will invoice the Client in respect of all third-party costs incurred by the Supplier on behalf of the Client in performing the Services, including:

(a) any third-party media, materials or production work required to carry out the Contract including illustrations, film production, artwork, photography, model fees, recordings, the services of performers, animation, print and post production work and other content; and
(b) all costs incurred in taking legal or other advice or searches and enquiries, as agreed between the parties from time to time.
(collectively defined as "Third Party Costs").

7.2 The Supplier will advise the Customer promptly of any changes in the estimated Third-Party Costs.

7.3 The actual cost to the Supplier of Third Party Costs in respect of materials or services purchased overseas may be more or less than the cost anticipated at the date when the Supplier ordered the relevant materials or services (or obtained the Customer's approval for such Third-Party Costs) as a result of fluctuations in the rate of currency exchange. If so, the Supplier will charge the Customer at the rate of currency exchange in operation on the date the Supplier pays for the relevant Third-Party Costs, which shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times.

7.4 In the event that any Third-Party Costs require payment in advance or sooner than the payment terms set out in clause 6.6, the Supplier will notify the Customer as soon as reasonably practicable in advance and the Customer shall pay such costs within the period set out in the relevant invoice.

7.5 The Supplier enters into contracts with Third Parties in respect of Deliverables in accordance with such Third Parties' standard or individual conditions and contracts ("Third Party Contracts"). Provided that the Supplier has notified the Customer of any significant restrictions or contract terms contained in such Third-Party Contracts:

(a) the Customer hereby acknowledges that its right to use or otherwise benefit from any Deliverables acquired under such Third-Party Contracts shall be as set out in such Third-Party Contracts;
(b) any charges or liabilities (to the extent caused by an act or omission of the Customer, its affiliates or any third party acting for or on its behalf) for which the Supplier is liable under such Third-Party Contracts (including cancellation payments) shall be the responsibility of the Customer; and
(c) the Customer hereby indemnifies and shall keep the Supplier indemnified against any losses caused by any act or omission of the Customer which puts the Supplier in breach of any such Third-Party Contracts.

7.6 The Supplier shall provide the Customer with a copy of any relevant Third-Party Contract if requested to do so and if authorised by the relevant third party.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 To the extent that the Supplier is freely able to do so, at no cost to the Supplier and when and only when all sums due from the Customer to the Supplier have been paid in full, the Supplier will grant a license to the Customer to use all Agency Materials created for the Customer by the Supplier or arising from time to time out of the supply of the Goods or Services to the Customer. The Customer agrees that this license is granted to them on the understanding that Agency Materials should not be altered, amended or used for any purpose other than that for which they were originally created.

8.2 All Intellectual Property Rights in the Agency Proprietary Materials shall be owned by and remain the property of and vested in the Supplier. Subject to the Supplier receiving payment of all fees attributable to the Agency Proprietary Materials licensed under this clause, the Supplier will grant to the Customer a license to use such Agency Proprietary Materials as are included in the Deliverables completed for the Customer under the Contract. The Customer agrees that this license is granted to them on the understanding that Agency Proprietary Materials should not be altered, amended or used for any purpose other than that for which they were originally created.

8.3 The Supplier acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in any Customer Materials (including any modifications or adaptations of such Customer Materials produced in the course of providing the Services) shall remain vested in the Client or its licensors. The Customer hereby grants to the Agency a non-exclusive license during the Contract to use the Client Materials solely for the purpose of performing the Contract.

8.4 The Supplier may use any material produced for the Customer for the Supplier's internal training, or for its own promotional purposes.

8.5 Prior to delivery of the Services, the Supplier shall obtain such licenses or consents in respect of any third-party materials that are subject to Intellectual Property Rights as shall be necessary in order that the Customer can use such third-party materials for the purposes set out in the Scoping Document (or Functional Specification) and granted by the license in clause 8.1 herein. The Supplier shall notify the Customer of any restrictions on usage and any other contractual restrictions arising in respect of any third-party materials, and the Customer hereby indemnifies and keeps the Supplier indemnified against any losses suffered by the Supplier as a result of the Customer or its affiliates breaching any such restrictions.

9 CONFIDENTIALITY

A party (being the Customer or the Supplier) (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services, which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.

10 LIMITATION OF LIABILITY:

10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

10.2 Subject to clause 9.1:

(a) the Customer agrees that the Supplier shall not be liable for any loss suffered as a result of non or late performance by the Supplier arising from delays or other non-performance by suppliers to the Supplier (such as hosting providers and advertising or publishing media or their agents), unless such third party's non-performance is as a result of the act or omission of the Supplier itself.
(b) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(c) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £50,000.

10.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4 This clause 10 shall survive termination of the Contract.

11 TERMINATION

11.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer not less than 3 months' written notice.

11.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment or;

(a) if the Customer becomes (or the Supplier reasonably believes the Customer is about to become) insolvent or subject to any proceedings under the Insolvency act 1986, or undergo change in control, or;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer'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 Contract has been placed in jeopardy.

11.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of services or all further deliveries of Goods of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment or if the Customer becomes (or the Supplier reasonably believes the Customer is about to become) insolvent or subject to any proceedings under the Insolvency act 1986, or undergo any change in control.

11.4 Upon the expiration of the initial minimum period (if any) specified in the Contract, the Customer may terminate the Contract by giving the Supplier not less than 3 months' prior written notice.

12 CONSEQUENCES OF TERMINATION

12.1 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall not approach any employee of the Supplier to work for them for a period of six months following termination;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.2 In the event of termination by the Supplier pursuant to clause 11.2 before a Contract has completed any agreed minimum term, then the Customer shall be liable to pay compensation to the Supplier by way of liquidated damages of an amount equal to: A + B, where A = all sums that would have been payable to the Supplier for the Goods and Services had the Contract run its full term and B = 100% of any Third Party Costs that the Supplier remains committed to pay pursuant to the Contract, and the Customer agrees that this is a reasonable pre-estimate of the Supplier's loss.

13 GENERAL

13.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

13.2 Notices:

a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause 12.2(c) shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

13.3 Assignment and other dealings:

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, without obtaining consent from the Customer.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

13.4 Waiver and cumulative remedies:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

13.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

13.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.

13.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.