GENERAL TERMS OF BUSINESS

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions:
“Agency” means Liquid Agency Ltd a company incorporated in England and Wales under company number 04078962 whose registered office is at 41 Stanhope Street, Liverpool, L8 5RE trading as Liquid Agency.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Client” means the person whose Order for Goods and/or Services is accepted by the Agency.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and Agency.
“Contract” means the contract for the purchase and sale of Goods and/or supply of Services governed by these Terms and the Order
“Goods” means the goods which the Agency sells to the Client under these Conditions.
“Order” means the order placed by the Client through counter-signing the Company’s Quotation form.
“Order Form” means a Quotation form counter-signed by the Client which together with these terms and conditions shall form a binding contract.
“Quotation” means the written quotation prepared by the Agency which contains its proposals for providing Services to the Clients.
“Services” means the services the Company will provide to the Client (including all of them or any part of them) as specified in the Order.
“Specification” means the description or specification of the Services
in the Order.
“White Label Work” means Services provided by the Agency to a Client who rebrands these services as its own for the benefit of their client.
1.2 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 reenacted.
1.3 Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.
1.4 The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

2. TERMS AND CONDITIONS

2.1. These Terms shall apply to all agreements concluded between the Agency and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing or any previous oral or written representations made by the Agency, but subject to the provisions of Condition 2.2 and any Special Conditions which may apply.
2.2. These Terms and the Order may only be varied by express written agreement between the Agency and the Client.
2.3 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and Agency.
2.4 The Client warrants and represents that it possesses the legal right and authority to enter into this Agreement and to use the Agency’s services in accordance with this Agreement.

3. THE CONTRACT

3.1. The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms.
3.2. The Order shall only be deemed to be accepted when the Agency issues a written acceptance of the Order, or when the Agency has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
3.3. The Contract constitutes the entire agreement between the Agency to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
3.4. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Agency which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Agency and any descriptions or illustrations contained in the Agency’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Agency and the Client for the supply of Services.
3.5. A Quotation for the supply of Services given by the Agency shall not constitute an offer. A Quotation shall only be valid for a period of 30 Business Days from its date of issue.
3.6. For any White Label Work the Client understands and agrees that the Agency has no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work for.
3.7 The Client must ensure that the terms of the Quotation and any applicable specification are complete and accurate. If the Client wishes to amend any aspect of the information the Client has given it must contact the Agency immediately. Provided that the Client is willing to pay any additional direct or indirect costs caused by or as a consequence of the amendment, the Agency will use reasonable endeavours to implement any such amendment which the Client requests, but the Agency cannot guarantee that it will be able to do so after the Order acceptance has been issued. If such amendment changes any other aspect of the Quotation (for example the price) and the Agency is able and willing to amend it, then the Agency will send the Client a new Order Form.
3.8 Any oral advice or recommendation given by the Agency (or its employees or agents) to the Client (or its employees or agents) as to the storage, application, suitability or fitness for purpose for use of the Goods which is followed or acted upon by the Client is accepted by the Client to be at its own risk. The Agency shall only be liable for any such advice or recommendations which is or are confirmed in writing.
3.9 Quotations are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any Quotation/ estimate may therefore be subject to change should the Client’s requirements change at any time during the project. Should this occur, the Agency will endeavour to keep the Client informed.
3.10 Any estimates given by the Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence. Any stated timescale is reliant upon the Client providing all required information/copy/images within the time set out at project initiation.
3.12 The quantity, quality and description of and any specification for the Goods and Services shall be those set out in the Quotation.

4. AGENCYOBLIGATIONS AND WARRANTIES

4.1. The Agency warrants that it will provide the Services as stipulate in the Order using reasonable care and skill to conform in all material respects with the Specification.
4.2. The Agency shall not be liable for any delay in delivery of the Services caused by a force majeure event or the Client’s failure to provide the Agency with adequate delivery instructions or any other instructions relevant to the supply of the Services.
4.3. The Agency shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4.4. The Agency shall be entitled to use related companies or other subcontractors agent or third party for the provision of the Services or any part thereof provided always that the Agency shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

5. CLIENT’S OBLIGATIONS AND INDEMNITIES

5.1. The Client shall provide assistance and technical information to the Agency, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Agency and warrants and undertakes to the Agency that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
5.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by the Agency. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Agency.
5.3. The Client shall be obliged to inform the Agency immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Agency.
5.4. In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Agency) the Agency shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Agency has been able to deliver them.
5.5. The Client shall indemnify and keep the Agency indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Agency in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Agency for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
5.6. The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep the Agency indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Agency by any third party in connection with any breach of the same by the Client.
5.7. In respect of all White Label Work the Client shall indemnify the Agency against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Agency arising out of or in connection with the contract between the Client and their client for the White Label Work.
5.8 Should the Client supply text, artwork or images for the Agency’s service, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever and the end product or printing shall be made at the entire risk of the Client.
5.9 The Agency reserves the right to make any changes in the specification of the Goods and/or Services which are required to confirm with any applicable legal or regulatory requirements (including but not limited to safety requirements) or which do not materially affect their quality or performance.
5.10 No order which has been accepted by the Agency may be cancelled by the Client except with the agreement in writing of the Agency and on terms that the Client shall indemnify the Agency in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Agency as a result of cancellation.
5.11 Where a Quotation is based upon information supplied by the Client, the Client is responsible for its accuracy and any increased costs of supply resulting in any inaccuracy are the Client’s responsibility.
5.12 All samples, drawings, descriptions, specifications, illustrations and advertising issued by the Agency or contained in any of the Agency’s marketing material or on any website connected with the Agency (together “Samples”) are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them. Samples do not form part of the Contract and this is not a sale by sample.
5.12 Any images supplied electronically will be incorporated into designs without charge, provided that they are of suitable quality. All images need to be supplied as [insert spec required e.g. EPS illustrator vector for logos and 300dpi (min) Photoshop tiffs for photographs].
5.13 Any logos that need to be re-drawn will be charged extra at the Agency’s hourly rate. All supplied images requiring scanning or alterations to be charged at £90 per image. Images sourced from external image libraries may incur additional costs for online searches, licence and/or royalty charges payable by the Client.
5.14 The Agency requires the Client, prior to the provision of the Goods and/or Services, to obtain any necessary consents and approval to:
5.14.1 The installation and/or application of the Goods, including but not limited to any planning and/or landlord consents;
5.14.2 The use of any logo, trade mark or design required for the Goods (included but not limited to the right to use the copyright and any other intellectual property rights in such logo, trade marks and design).

6. PRICES

6.1. Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be exclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.
6.2. The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.
6.3. The price stated in the Order shall be an estimate based on a qualified estimate of the number of hours required to provide the Services. This is an estimate only and Services shall be invoiced in accordance with the actual number of hours spent in accordance with the price set out in the Order or Quotation and in the event that the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Agency’s then current price list. The Agency reserves the right to alter the hourly rate at any time as business needs dictate. The Agency shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.
6.4. Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission have been made.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All intellectual property rights (including but not limited to copyright) arising from the creation of Goods by the Agency which include origination and/or conceptual work, imagery and designs supplied shall remain the property of the Agency. The Client shall not copy or reproduce the Goods without the prior written consent of the Agency. The Client acknowledges that the Agency is the owner of all the intellectual property rights and it shall not dispute or challenge the validity of such rights. Any goodwill derived from the use by the Client of such rights accrues to the Agency, who may, at any time, call for a confirmatory assignment of that goodwill and the Client shall immediately execute it. The Client warrants and represents that it shall not do, or omit to do, anything to diminish the rights of the Agency in such rights or impair any registration of such rights.
7.2 The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of a third party.
7.3 After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them.
7.4 It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Agency for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable license to the Agency to use such Materials for the purposes of providing the Services for the duration of the Contract.
7.5 The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The Agency shall be entitled to reject and delete such material without incurring any liability. In addition, the Agency shall be entitled to cancel the Order.
7.6 The Client shall indemnify the Agency against all damages, losses and expenses suffered or incurred by the Agency as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
7.7 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
7.8 Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Agency or the relevant third party from whom the Agency has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Agency.
7.9 The Intellectual Property Rights as mentioned in Clause 7.5 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.
7.10 If the Agency makes software, scripts, ASP services etc. available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive personal nontransferable license to use such material until the Services under this agreement cease.
7.11 The Client hereby irrevocably licenses the Agency to use and display the Client’s name, figure, logo etc. as a reference on the Agency’s website, other marketing materials or types of media whilst they are a Client of the Agency and for 18 months after the Contract terminates. The Client agrees to send the Agency it’s most recent logo or figure as and when it is amended from time to time.

8. PAYMENT

8.1 The Agency shall invoice the Client as set out in the section Client Financial Agreement which appears at the end of these terms. Before the Agency carries out any work Clients are usually asked to provide a non-refundable payment on account which will be offset against the Client’s last invoice(s) when the work detailed in an Order has been completed. If the Client does not pay an invoice when it is due the Agency shall use the payment on account to pay the invoice and will not do any further work until the payment on account is replaced.
8.2 The Client shall pay each invoice submitted by the Agency within 30 Business Days of the date of the invoice and in cleared funds in accordance with clause 8.3 below. The invoice number shall be stated on all payments and payment by BACS, CHAPS, Cheque and Bank Transfer are accepted.
8.3 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Agency in order to justify withholding payment of any such amount in whole or in part. The Agency may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Agency to the Client.
8.4 In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher). At the Agency’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to the Client. The Agency shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. The Agency expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums. 8.5. Late payment shall be considered as constituting a material breach of the Contract entitling the Agency (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.
8.6 In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Agency shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order. The Agency shall be entitled to payment on the basis of the Agency’s price list applicable from time to time for any additional work required because of the Client’s failure to assist or delay in assisting.
8.7 If the Client subsequently requires the Agency to complete the work within a shorter time frame than that specified in the Order the Agency reserves the right to charge additional monies to prioritise such projects ahead of pre-planned work.
8.8 The price of the Goods and Services shall be the price set out in the Order acceptance or (where the price is not referred to in the Order acceptance) as set out in the Order Form, or (where no price has been quoted or a quoted price is no longer valid) the price calculated by the Agency from its normal price list from time to time, a copy of which the Client acknowledges it has received and agreed.
8.9 The Agency reserves the right to increase the price of the Goods and/or Services to cover:
8.9.1 any increase in the cost to the Agency which is due to any factor beyond the control of the Agency (such as without limitation any foreign exchange fluctuation currency regulation, alteration of duties, significant increases in the costs of labour, materials, or other costs of manufacture);
8.9.2 any change in delivery dates quantities or specification of the Goods and Services which are requested by the Client;
8.9.3any delay caused by any instruction of the Client or failure of the Client to give the Agency adequate information or instructions;
8.9.3 the costs of additional work carried out by the Agency to be able to perform the Services;
8.9.4 any costs as a result of the Client’s neglect or default.
8.10 Except as otherwise expressly set out in the Contract all prices are given by the Agency exclusive of:
8.10.1 packaging and delivery of the Goods to the Client’s premises; and
8.10.2 any applicable value added tax or other applicable sales tax or duty and such sums shall be added to the price, unless a valid exemption certificate is provided.
8.11 For long term projects the Agency may allow the total quoted cost to be paid by the Client in agreed equal instalments and invoiced on an agreed timetable.
8.12 Subject to Condition 8.11 above the Client shall pay the invoices within no more than 30 days of the date of delivery of the invoices notwithstanding that the property in the Goods has not passed to the Client. The time for payment of the invoices shall be of the essence in the Contract. Receipts for payment will only be issued on request by the Client.
8.13 If the Client fails to make any payment on the due date then without prejudice to any other right or remedy available to the Agency the Agency shall be entitled to
8.13.1 cancel the Contract or suspend further deliveries of Goods and/or provision of Services to the Client;
8.13.2 retain the payment on account if paid by the Client;
8.13.3 appropriate any payment made by the Client to such of the Goods (or the Goods supplied under any Contract between the Client and Agency) as the Agency think fit (notwithstanding any purported appropriation by the Client); and
8.13.4 charge the Client interest (both before and after any judgement) on the amount unpaid at the rate of four per cent per annum above Barclays Bank plc base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
8.13.5 The Agency may exercise their statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if payment is not made according to the terms of this Agreement.
8.14 All payments must be in UK Pounds Sterling.
8.15 The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise.
8.16 If the Client’s payment is returned by the bank as unpaid for any reason, it will be liable for a charge of £8 for each such occurrence.

9. DELAYS AND COMPLAINTS

9.1. In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Agency shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order, provided that the breach is material.
9.2. Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Agency within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
9.3. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Agency cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.
9.4. The Agency’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.
9.5. The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 9 and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract and the Agency’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 10 below.

10. LIABILITY

10.1 Except as expressly stated in this Clause 10, the Agency shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.
10.2 Without prejudice to the generality of Clause 10.1 above, the Agency shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
a) Any indirect or consequential loss arising under or in relation to the Contract even though the Agency was aware of the circumstances in which such loss could arise;
b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
c) Loss of data; and
d) Fraudulent clicks on any of the Client’s accounts managed by the Agency.
10.3 To the extent such liability is not excluded by sub-clauses 10.1, 10.2 and clause 11 below, the Agency’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.

11. OTHER LIMITATIONS OF LIABILITY

11.1 The Agency shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Agency shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Agency’s discretion) the Agency’s price list applicable from time to time.
11.2 The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by the Agency. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Agency’s price list applicable from time to time at the Agency’s discretion.
11.3 The Agency shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners, pay per click, google analytics and any other such services in accordance with the guidelines applicable to the relevant search engines. However, the Agency shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond the Agency’s control and reserves the right to make changes to Services as a result of the same. In addition, the Agency shall not be liable for other changes or discontinuation of search engines.
11.4 The Agency shall not be liable for Services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, the Agency shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
11.5 The Agency shall not be responsible for URLs dropped or excluded by a search engine for any reason.
11.6 If the Client does not implement some or all of the Agency’s recommendations, the Agency shall not bear any liability for any lack of success experienced by the Client relating to the Services.
11.7 All conditions, terms, representations and warranties relating to the services supplied under this Agreement, whether imposed by statute, operation of law, or otherwise and that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose, are hereby excluded.
11.8 Nothing in these terms and conditions shall exclude the Agency’s liability for death or personal injury resulting from the Agency’s negligence.
11.9 In any event, no claim against the Agency shall be brought unless the Client has notified the Agency of the claim within 6 months of it arising.
11.10 In no event shall the Agency be liable to the Client by reason of any representation (unless fraudulent), implied warranty, tort, duty at common law, condition or other term, breach of statutory duty, restitution or otherwise) for any loss of business, including but not limited to contracts, anticipated savings or profits or any indirect, special loss, consequential loss, (all three of which terms include, but are not limited to, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) damage, costs, expenses or other claims (whether caused by the Agency’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
11.11 The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Agency.
11.12 If despite the terms of this agreement the Agent is held liable to pay damages or direct or indirect losses to the Client then the aggregate liability in respect of all claims shall not exceed the price paid by the Client for the Goods and Services under this Contract.
11.13 The Client acknowledges that the above provisions of this Condition
11 are reasonable and reflected in the price which may be higher without those provisions, and the Client will accept such risk and/or insure accordingly.

12. DELIVERY

12.1 Unless otherwise agreed in writing by the Agency, delivery of the Goods shall be made by the Agency delivering the Goods to the Client’s premises or other place for delivery agreed by the Agency subject to Condition 12.3. Provision of the Services shall be made at the location notified by the Client at any time after the Agency has notified the Client that the Services are ready to be provided.
12.2 Any dates quoted for delivery of the Goods and/or provision of the Services are approximate only and the Agency shall not be liable for any delay in delivery of the Goods and/or provision of the Services howsoever caused. Time for delivery and/or provisions shall not be of the essence unless previously agreed in writing by the Agency. The Goods may be delivered and/or the Services provided to the Client in advance of the quoted date upon giving reasonable notice to the Client.
12.3 If the Client fails to take delivery of the Goods or accept provision of the Services or fails to give the Agency adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of the Agency’s fault) then without prejudice to any other right or remedy available to the Agency the Agency may
12.3.1 store the Goods until actual delivery and charge the Client for the reasonable costs (including insurance) of storage or
12.3.2sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.
12.4 The Agency may deliver the Goods by separate instalments and perform any Services in stages.
12.5 The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at the Client’s risk unless otherwise agreed and the Client should insure accordingly.
12.6 The Agency may charge rent for storage of goods retained at Client’s request, or items left with the Agency before receipt of the order or after notification to the Client of completion of the work.
12.7 When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be paid for by the Client. The Client will always be informed of this before work is carried out.

13. RISK AND PROPERTY

13.1 Risk of damage to or loss of the Goods shall pass to the Client:
13.1.1 in the case of Goods to be delivered at the Agency’s premises at the time when the Agency notifies the Client that the Goods are available for collection; or
13.1.2 in the case of Goods to be delivered otherwise than at the Agency’s premises at the time of delivery to such premises or, if the Client fails to take delivery of the Goods, from the time when the Agency has tendered delivery of the Goods.
13.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions ownership of the Goods shall not pass to the Client until the Agency has received in cash or cleared funds payment in full of the price of the Goods and all other Goods and Services for which payment is due from the Agency.
13.3 Until such time as ownership of the Goods passes to the Client the Client shall hold the Goods as the Agency’s fiduciary agent and bailee and shall keep the Goods separate from those of the Client and third parties and properly stored protected and insured and identified as the Agency’s property.
13.4 The Client shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Agency for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Client and third parties and in the case of tangible proceeds properly stored protected and insured.
13.5 Until such time as ownership in the Goods passes to the Client (and provided the Goods are still in existence and have not been resold) the Agency shall be entitled at any time to require the Client to deliver up the Goods to the Agency and if the Client fails to do so forthwith to enter upon any premises of the Client or any third party where the Goods are stored and repossess the Goods.
13.6 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Agency but if the Client does so all monies owing by the Client to the Agency shall (without prejudice to any other right or remedy of the Agency) forthwith become due and payable.

14. INSOLVENCY

14.1 In the event that:
14.1.1 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
14.1.2 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
14.1.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Agent; or
14.1.4 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 Client; or
14.1.5 a floating charge holder over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
14.1.6 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
14.1.7 the Client, being an individual, is the subject of a bankruptcy petition or order; or
14.1.8 a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within 14 days; or
14.1.9 any event occurs, or proceeding is taken, with respect to the Client if any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause
14.1.1 to clause 14.1.9 (inclusive); or
14.1.10 the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the Client’s business; then clause 14.2 shall apply.
14.2 In the event that an event occurs set out in clause 14.1 above, the Agency may without prejudice to other remedies open to it:
14.2.1 exercise its right not to proceed further with the contract or undertake any other work for the Client;
14.2.2 charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charges are to become immediately payable;
14.2.3 obtain compensation from the Client in the form of any/all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

15. FORCE MAJEURE

15.1 Neither party shall be held liable for a force majeure event such as where it becomes unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike, other action taken by employees In contemplation, or, furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. .
15.2 If a party believes that an event has occurred, such party shall immediately inform the other party of the start and end of the event.
15.3 Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.
15.4 During the continuance of such an event the Client may by written notice to the Agency elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

16. CONFIDENTIALITY AND PERSONAL DATA

16.1 A party (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 shall survive termination of the Contract.
16.2 During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Agency shall take the same care as the Agency uses with it own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.
16.3 The obligation in Clause 16.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Agent’s possession without an accompanying obligation of confidence, is independently developed by the Agency, or which the Agency is required to disclose by law.
16.4 During the term of the Contract and for a period ending 5 years from termination thereof, the Client will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information and non Client materials provided by the Agency concerning the method or approach the Agency uses in providing the Services.
16.5 Each party agrees to comply with its respective obligations under the Data Protection Act 1998.
16.6 The Client shall be obliged to indemnify the Agency for any loss, including costs incidental to legal proceedings, suffered by the Agency as a result of the processing of personal data which the Client has contributed being in contravention of the Data Protection Act 1998 or marketing law. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.
16.7 The Client and the Agency acknowledge that damages would not be a sufficient remedy for any threatened or actual breach of these conditions and that the Agency will be entitled to other remedies, including but not limited to, injunctive relief and specific performance.

17. TERM, TERMINATION AND ASSIGNMENT

17.1 The Contract shall renew automatically for a further term of one year at the end of each year unless and until either party notifies the other of its wish to terminate the Contract at the expiry of the current year by giving the other party at least 30 days’ written notice to expire at the end of that Contract term.
17.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
a) commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
b) becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.
17.3 The Agency shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.
17.4 Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay. If relevant, the Client shall be obliged to remove codes, etc, from websites without undue delay. If the Client fails to do so, the Agency shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of the Agency’s right to terminate the Contract.
17.5 The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of the Agency.
17.6 The Agency shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.

18. INDEMNITY

18.1 The Client shall indemnify the Agency, keep it indemnified and hold it harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, suffered or incurred by it in consequence of the Client’s breach or non-observance of this Agreement, or arising out of claims based upon or relating to work undertaken for the Client or any claim brought against the Agency by a third party resulting from the provision of any services to the Client and their use of them.
18.2 The Agency will notify the Client promptly of any claim for which the Agency seeks specific indemnification at the Client’s most recently supplied address. The Agency will afford the Client the opportunity to participate in the defence of such claim, provided that their participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.

19. GENERAL TERMS

19.1 These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England. The Client hereby submits to the non-exclusive jurisdiction of the English courts. The Agency and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
19.2 All quotations, briefs and other Client/ Agency documents are commercially confidential and may not be disclosed to third parties without the prior written agreement of the Agency and the Client.
19.3 The parties acknowledge and agree that the Contract and these terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, the Client confirms that they have not relied on any representation other than those expressly stated in these terms and conditions and agrees that it shall have no remedy in respect of misrepresentation which has not been made expressly in this Agreement. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.
19.4 All notices to the Agency must be in writing to Liquid Agency Ltd, 27 Lord Street, Liverpool, L2 9SA or such address as is advised by the Company. Any notice to be given by either party to the other shall if sent by post be deemed to be served two days following the date of posting.
19.5 Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
19.6 The Client acknowledges that no joint venture, partnership, employment, or agency relationship exists between it and the Agency as a result of the Client’s use of the Agency’s services. The Client agrees not to hold itself out as a representative, agent or employee of the Agency.
19.7 The Agency reserves the right to revise, alter, modify or amend these terms and conditions and any other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with these Terms and Conditions.
19.8 The Agency may transfer, assign, hold on trust, licence or subcontract all or any part of its rights or obligations under any Contract.
19.9 Each and every Contract is personal to the Client and the Client may not transfer all or any of its rights or obligations under any Contract without the prior written consent of the Agency.
19.10 Neither party intends that any of the terms of any Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
19.11 No waiver by the Agency of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any provisions.
19.12 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 provision in question shall not be affected thereby.

20. MISCELLANEOUS

20.1. The Agency reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Agency shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.
20.2. The Agency shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.
20.3. During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by the Agency to work on the Services.
20.4. The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.
20.5. If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.
20.6. Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorised officers.
20.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.

21. SERVICE LEVEL AGREEMENTS/RETAINER

21.1 The hours provided in Service Level Agreements (SLA) or Retainer can be used in any way, other than for fixed costs and essential services — such as web hosting, printing, advertising placement of other stated services — or towards payment of debts or existing/quoted jobs.
21.2 Once the Agency has been given a job brief as part of the SLA, a total estimate of how long the job will take will be provided for approval by the Client before any work is commenced.
21.3 For each job requested by the Client as part of the SLA, a minimum of 30 minutes will be deducted from the remaining SLA time allowance. All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.
21.4 Any hours that have not been used within the initial 12 months after purchase will be cancelled and a new contract would be set. The Agency reserves the right to increase its hourly rate as business needs dictate. The hours in an SLA will be honoured at the original rate at which they were purchased for one year.

SPECIAL CONDITIONS

1. PRINT AND PROMOTIONAL ITEMS

1. PROOFING

1.1 After initial design and layout, the Agency will submit a proof to the Client for the Client’s amendments to be identified. These amendments will be carried out inclusive of the quoted price. On approval of a second. proof, again inclusive of the quoted price, the job/design will be ready for sign off.
1.2 Any additional Client corrections requested after the agreed amount of amendment stages will be charged at our normal rate of £70 per hour.

2. PRINT

2.1 It is understood that printers’ materials of any kind are effaced or disposed of immediately after the order is executed unless written arrangements are made for retention in advance.
2.2 The Agency shall not be required to work to tolerances closer than those applicable to the materials obtained in the course of trade. No liability shall arise from variation in the standard, quality and performance of such materials.
2.3 Every endeavour will be made to deliver the correct quantity ordered, and it is understood by both parties that the estimates and quotations are conditional upon margins of 5%.

3. MATERIALS SUPPLIED BY THE CLIENT

3.1 The Agency will not be responsible for imperfect work caused by defects in or unsuitability of material and equipment supplied to the Agency. The Agency will not be responsible for Client’s material not used and/or wasted in the course of production. Extra costs incurred through the use of defective materials or equipment supplied are to be paid for by the Client.
3.2 The Agency may reject any paper, plates or other materials supplied or specified by the Client which appear to be unsuitable in the Agency’s sole judgement.
3.3 Quantities of materials supplied by the Client shall be adequate to cover normal spoilage.

4. DELIVERY

4.1 Goods will be dispatched or must be collected by the Client when ready and the Client shall not refuse or delay accepting delivery.
4.2 Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Agency and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Agency and the carrier within seven days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other complaints and claims must be made in writing to the Agency within 28 days of delivery.
4.3 The Agency shall not be liable in respect of any claim unless the requirements in clause 4.2 have been complied with, except in any particular case where the Client proves that it was not possible to comply with the requirements and advice given (where required) and that the claim was made as soon as was reasonably possible.
4.4 Goods completed but not delivered shall thereupon forthwith become due and payable. Moreover, after the expiration of 14 days notice the Agency may exercise a general lien on all the Client’s goods and property in the hands of the Agency. The Agency may dispose of such goods and property as it sees fit and apply the proceeds towards such debts. The Agency may also elect to cancel further work and/or refuse production for any unmade balance of such contract and recover from the Client any losses sustained by so doing.
4.5 The Agency shall not be liable for any loss to the Client arising from delay in transit howsoever caused. The risk in goods passes to the Client upon delivery (whether to the Client or to a common carrier) but legal and beneficial ownership shall remain with the Agency until payment in full has been received (each delivery being considered as a whole). Until the date of payment the Client, if so required by the Agency, shall store the goods in such a way that they are clearly identifiable as the property of the Agency.

2. DIGITAL MEDIA TERMS & CONDITIONS (INCLUDING SOCIAL MEDIA AND MOBILE)

1. PROGRAMMING

1.1 The Agency can only program a website to be as secure as reasonably possible at the time of delivery and cannot offer indemnity against future threats and/or developments.
1.2 Once the Client has acknowledged and accepted completion of the project, any amendments will be charged at the Agency’s standard billing structure of £90/hour.
1.3 The Agency develops websites to be compatible with browsers forming part of Google’s standard list. If additional browser compatibility is required, the Agency should be advised at the outset of any project.

2. OWNERSHIP

2.1 The ownership of the web pages and copyright therein created by the Agency shall remain with the Agency until payment in full has been received for all sums owing by the Client to the Agency howsoever such sums arise. Once payment in full has been received, ownership and copyright of page text and graphics specific to the Client shall pass to the Client.
2.2 Ownership of all code used in processing web pages shall remain with the Agency and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.

3. CONTENT

3.1 The Client shall supply the copy for web pages in clear and usable electronic form and shall be entirely responsible for the content of its web pages.
3.2 All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software packages, but does not accept any responsibility for such advice nor the performance or compatibility of third-party software, or the results produced.
3.3 When a test link is provided, it is the responsibility of the Client to test the functionality and to read and check all copy, as well as approve the design and images used before approval is given.
3.4 The Agency can provide legal disclaimers and privacy policies but it is the responsibility of the Client to confirm with its own legal advisers that these meet the Client’s own individual requirements as the Agency accepts no responsibility for their accuracy, relevance or currency.

3. WEBSITE HOSTING & EMAIL TERMS & CONDITIONS

1. SUMMARY

1.1 The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and/or notices which may be applicable to the supply of hosting services.
1.2 Whilst the Agency and its suppliers will always endeavour to give the best possible level of service, it cannot guarantee 100% availability of service. The Agency and its suppliers accept no responsibility for any losses caused through a loss of service.
1.3 Service will be removed if the Client fails to complete payment in time or if the service is misused. The Agency will not be liable for any costs to restore the Client’s service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
1.4 Any work undertaken by the Agency at the request of the Client will be charged at the Agency’s standard rate of £90 per hour, including investigations regarding problems or loss of service that are not due to the fault of the Agency or its suppliers. The Agency should only be contacted after the Client and its IT professional/advisors have established that any problems are not due to the Client or its systems.

2. CONTENT AND USE: WEBSITES AND EMAIL

2.1 The Agency makes no representation and gives no warranty as to the accuracy or quality of information received by any person via the Server and shall have no liability for any loss or damage to any data stored on the Server.
2.2 The Client warrants the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which the Client places or allows to be placed on its web page(s).
2.3 The Client warrants it is authorised to promote and/or provide any information which they promote and/or provide on their web pages.
2.4 The Client represents, undertakes and warrants that it will use the website allocated to them only for lawful purposes to the Agency. The Client will not use the Server in any manner which infringes any law or regulation, or which infringes the rights of any third party, nor will they authorise or permit any other party to do so. The Client will not host, post, publish, disseminate, link to or transmit the following:
2.4.1 any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way; any material containing a virus or other hostile computer program;
2.4.2 any material or information which constitutes, or encourages the commission of a criminal offence, or;
2.4.3 which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or
2.4.4 which infringes any patent, trademark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
2.5 The Client will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
2.6 The Client shall observe the procedures which the Agency may from time to time prescribe and shall make no use of the Server which causes a detriment to other customers.
2.7 The Client shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
2.8 In the case of an individual user, the Client warrants that they are at least 16 years of age and if the User is a company, they warrant that the Server will not be used by anyone under the age of 16 years.
2.9 The Client is entirely responsible for any civil or criminal liability that is incurred as a result of any use of their web pages. If they post or allow to be posted a defamatory or libellous message, it is the Client that will be deemed to have published it and shall be liable for the consequences of it.
2.10 The Agency and its suppliers reserve the right to remove any material which they deem inappropriate from the Client’s web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).
2.11 If the Client advertises or offers to sell goods or services via their web pages, they undertake to provide goods in conformity with any description and warranties made.
2.12 The Client agrees to comply with all relevant legislation including Advertising and Broadcast Regulations, Consumer Credit Acts and Trades Descriptions Acts. If they are advertising goods in the course of a trade or business this must be clearly stated.

3. CHARGES

3.1 All charges payable by the Client for provided services shall be in accordance with the scale of charges and rates published from time to time by the Agency and shall be due and payable in advance of their service provision without any set-off or other deduction.
3.2 Payment is due each anniversary month, quarter or year following the date the Services were established until a closure notice is given.
3.3 Without prejudice to the Agency’s other rights and remedies under this Agreement, if any sum payable is not paid on or before the payment due date stated on the most recent invoice, the Agency shall be entitled forthwith to suspend or terminate the provision of Services to the Client. If an account goes unpaid for ten days or more, the account and its associated services are to be suspended. A charge will be applied upon account reactivation to cover administration costs, based on the Agency’s standard hourly charge of £90. The Agency is to provide the Client with an estimate of this cost prior to any work being undertaken.
3.4 Access to accounts with a suspended or terminated status is explicitly denied. After 10 days of account suspension, all files, databases and other content including the account itself may be permanently deleted.
3.5 Should the Client require access to the suspended account, including files, databases and other content before it is deleted, account reactivation will be required, incurring a reactivation charge based on the Agency’s standard hourly rate of £90.
3.6 The Agency’s pricing is based on the Client’s site generating accesses roughly in proportion to the number of pages on the site. Should accesses to the Client’s site increase beyond a reasonable level, the Agency and its suppliers reserve the right to make additional charges, in order to cover its increased costs, at any time.
3.7 Any accounts that go over the limits prescribed will be charged a fee in line with any external costs incurred for each month in which the limit is exceeded. The Agency and/or our suppliers reserve the right to suspend or terminate any accounts should the limits be repeatedly or substantially exceeded.

4. INVESTIGATION CHARGES

4.1 Any investigations undertaken by the Agency at the request of the Client into problems, such as loss of service, where it is found that the Agency or its suppliers were not responsible for the problems, will be charged to the Client at the rate of £90 per hour. Where appropriate or possible the Agency will provide the Client with an estimate of this cost prior to any work being undertaken.
4.2 The Agency is only to be contacted after the Client and its IT professional/advisors have established that any problems are not due to the Client or its systems.

5. SECURITY

5.1 Any access to other networks connected to the Agency or its suppliers must comply with the rules appropriate for those other networks.
5.2 While the Agency’s suppliers will use every reasonable endeavour to ensure the integrity and security of the Server, neither the Agency nor its suppliers guarantee that the Server will be free from unauthorised users or hackers. In addition, neither the Agency nor its suppliers shall be under any liability for non-receipt, misrouting, or any other failure of or concerning email, website and/or web traffic. The Client understands that its data pages may not be secure against hackers and agrees to accept this risk. If the Client finds evidence of infiltration, it should notify the Agency immediately and urgently ensure that the appropriate steps are taken both to try to prevent it, and to notify the proper authorities.
5.3 The Agency and its suppliers shall take reasonable care to avoid introducing computer viruses to the Client’s computer systems but shall not be liable to the Client by reason of any virus unknowingly introduced to the Client’s system by it or for any loss of profit or any indirect, special or consequential loss, damage,
costs, expenses or any claims which arise out of or in connection with such introduction of a computer virus.
5.4 The Client shall effect and maintain adequate insurance cover in respect of any loss of service, or loss or damage to data stored on the Server.
5.5 Both parties shall keep secure any identification, password and other confidential information relating to the Client’s account(s). The Client shall notify the Agency immediately of any known or suspected unauthorised use of account(s) or breach of security, including but not limited to loss, theft or unauthorised disclosure of passwords or other security information.

6. SERVICE AVAILABILITY

6.1 The Agency’s suppliers shall use their reasonable endeavours to make available to the Client at all times the Server and the Services however neither the Agency nor its suppliers shall, in any event, be liable for interruptions of Service or down-time of the Server.
6.3 The Agency shall carry out monthly offsite server backups which include all content and databases. In the event that the Agency finds that a more detailed backup solution is required it may quote to carry out this work.

7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY (DIGITAL)

INTELLECTUAL PROPERTY

7.1 From the date of acceptance of the website by the Client, the Agency hereby assigns to the Client with full title guarantee all intellectual property rights in the design elements.
7.2 These rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals, and this assignment includes the right to bring proceedings for past infringement of the assigned intellectual property rights.
7.3 The Client will own the graphics and other visual elements that the Agency creates for it. At the Client’s request the Agency will give the Client a copy of all files which the Client should store them safely. The Agency will archive the Client’s digital assets for 24 months, but after that period the Agency will not be required to keep them or provide any native source files that it used in making them unless agreed otherwise.
7.4 All intellectual property rights in the software elements will, as between the parties, be the property of the Agency and, from the date of acceptance of the website by the Client, the Agency grants to the Client a non exclusive worldwide licence to use the Software Elements in connection with the website, subject always to the other terms of the Agreement, and providing the Client must not:
7.4.1 sell, resell, rent, lease, supply, distribute or redistribute the Software Elements;
7.4.2 use the Software Elements in connection with any website, web application, script, computer program or software (other than the Website); or
7.4.3 alter or adapt or edit the Software Elements.
7.5 Unless The Agency specifically agree otherwise by contract, the copyright for all working documents such as layered Adobe files, XHTML mark-up, CSS and any other source code produced by the Agency that are used to produce final output material, will remain the property of the Agency at all times.
7.6 Third party software shall be supplied under the standard licence terms provided by such third parties, copies of which shall be provided to the Client, and the Client agrees to be bound by such licence terms.
7.7 The Agency does not warrant that third party software will be error free.
7.8 The Client indemnifies the Agency against any and all loss, damage, costs, claims, expenses and other liabilities arising from the malfunction of third party software.
7.9 Notwithstanding any other provision of the Agreement, the assignments and licences granted by the Agency under this Agreement are subject to the payment by the Client of all amounts owing to the Agency under this Agreement in full and on time. In the event that the Client owes any amount to the Agency under this Agreement and fails to pay that amount to the Agency within 14 days of receiving a notice requiring it to do so and specifying that the assignments will revert and the licences will terminate if the amount remains unpaid, then the Agency may immediately revert the assignments and terminate the licences granted by the Agency under this Agreement by giving written notice of reversion and termination to the Client.
7.10 Unless stated otherwise any work undertaken by the Agency’s supplier shall be owned by the Agency and the intellectual property in that work shall be assigned to the Agency, consideration from the Agency being the payment to the supplier.
7.11 The Agency may include its credit(s) together with a link to the Agency’s website on the Client’s website in a position and in a form to be agreed by the parties. The Client agrees to retain any such Credit and link in any adapted version of the Website, and the Client will remove any such Credit and link from the Website at the Agency’s request.
7.12 The Agency also reserve the right to promote, display and link to the Client’s completed project as part of the Agency’s portfolio and to write about the project on web sites, in magazine articles and in books about web design.

8. TERMINATION

8.1 The Agency expressly reserves the right to terminate or suspend services provided to the Client without prior notice should the Client fail to comply with any clause within these Terms and Conditions or should the Agency or its suppliers deem such action necessary where legal proceedings are threatened or issued regarding the form or content of the Client’s web pages. In such circumstances the Agency will confirm such termination or suspension by subsequent notice.
8.2 In the event that the Agency or its suppliers terminate or suspend the services provided to the Client in reliance upon its breach of Agreement, or the Client terminates the Service Level Agreement/Retainer, the Client will not be entitled to any refund of any unused part of hours or payments received.
8.3 In the event that the Client, as a company, goes into insolvent liquidation or suffers the appointment of an administrator or administrative receiver or enters into a voluntary arrangement with their creditors, the Agency shall be entitled to suspend the services and/or terminate this Agreement forthwith without notice to the Client.
8.4 No refunds will be made for services suspended and/or terminated.
8.5 The Client may cancel the services of the Agency at any time, upon ninety (90) days’ notice being given to the Agency in writing and providing that all monies to the Agency have been paid.
8.6 On termination of this Agreement or suspension of the services the Agency shall be entitled to immediately block the Client’s website and remove all data located on it.

4. GRAPHIC DESIGN

1. COPYRIGHTS AND TRADEMARKS

1.1 By supplying text, font, images and other data to the Agency within the Contract, the Client declares that it holds the appropriate copyright and/or trademark permissions.
1.2 The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
1.3 Any open artwork files, images, or text supplied and/or designed by the Agency on behalf of the Client, will remain the property of the Agency and/or its suppliers, excluding Logo design in which full copyright will be passed to the Client upon receipt of full payment.
1.4 The Client may request in writing from the Agency the necessary permission to use materials (for which the Agency holds the copyright) in forms other than for which it was originally supplied, and the Agency may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.
1.5 By supplying images, text, or any other data to the Agency, the Client grants the Agency permission to use this material freely in the pursuit of the design.
1.6 Should the Agency or the Client supply an image, text, or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow the Agency to remove and/or replace the file.
1.7 The Client agrees to fully indemnify and hold the Agency free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

2. LICENSING

2.1 Any design, copywriting, drawing, idea or code created for the Client by the Agency, or any of its contractors, is licensed for use by the Client on a one-time only basis and may not be modified, re-used, or re distributed in any way or form without the express written consent of the Agency and any of its relevant sub-contractors.

3. ALTERATIONS

3.1 The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. After initial design and layout, the Agency will submit a proof to the Client for the Client’s amendments to be identified. These amendments will be carried out inclusive of the quoted price. On approval of a second proof, again inclusive of the quoted price, the job/design will be ready for sign off. Any additional Client corrections requested after the agreed amount of amendment stages will be charged at our standard hourly rate.
3.2 The Client also agrees that the Agency holds no responsibility for any amendments made by any third party, before or after a design is published.

4. DESIGN PROJECT DURATION

4.1 Any indication given by the Agency of a design project’s duration is to be considered by the Client to be an estimation. The Agency cannot be held responsible for any project over-runs, whatever the cause.

5. DESIGN PROJECT COMPLETION</3>

5.1 The Agency considers the design project complete upon receipt of the Client’s sign off. Other services such as printing, display panel production, film work, website uploading, publishing etc. contracted on the Client’s behalf constitute a separate project and can be treated as a separate charge.

6. WEBSITE DESIGN ONLY

6.1 Once web design and build is complete and BETA testing is commenced, any changes in line with the original scope of the project will be completed at no extra cost. Any changes outside of the original scope of the project will be costed and quoted accordingly. Any minor changes can be notified to the Agency by e-mail and confirmed by post.
6.2 The Agency will consider that the Client has accepted the original draft, if no notification of changes is received in writing from the Client, within 14 days of the start of the review period.

7. DESIGN CREDITS

7.1 The Client agrees to allow the Agency to place a small credit on printed material, exhibition displays, advertisements and/or a link to the Agency’s own website on the Client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
7.2 The Client also agrees to allow the Agency to place all designs on the Agency’s own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed otherwise.

8. SOURCE FILES

8.1 Charges for design work do not cover the release of copyright design files including indd, psd, png, fla or any other source files; if the Client requires these files, they will be subject to a separate quotation or ‘buy-out’ charge.

9. RIGHTS OF REFUSAL

9.1 The Agency will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. The Agency also reserves the right to refuse to include submitted material without giving reason. Any images and/or data the Agency does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow the Agency to remove the contravention without hindrance, or penalty. The Agency is to be held in no way responsible for any such data being included.

5. SEO

1. SERVICES

1.1 From contract start date, the Agency will promote the Website; and promotion of the Website may include the provision of some or all of the following Services:
(a) modification of the Website (including adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, internal and external links and Website structure);
(b) paid and unpaid submission of the Website to search engines and directories;
(c) the creation and publication of material relating to the Website on other websites;
(d) drafting and issuing electronic press releases;
(e) link building;
(f) the arrangement of internet advertising including pay-per-click advertising, pay-per-view advertising, banner advertising, and other forms of paid internet advertising;
(g) the implementation and/or utilisation of affiliate marketing programmes;

(h) the management and operation of an email marketing programme; and/or
(i) other website promotion techniques whether known at the date of the Agreement or discovered or disseminated thereafter.
1.2 At regular monthly intervals during the Contract, the Agency will provide the Client with written reports about the Services provided in relation to the Website.

2. CLIENT RESPONSIBILITIES

2.1 The Client will provide to the Agency:
(a) the ability to access and make changes to the Website;
(b) assistance in determining appropriate keywords and keyword phrases which should be targeted using the Services;
(c) direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data; and
(d) all other co-operation, information and documentation reasonably required by the Agency for the provision of the Services.
2.2 The Client will be responsible for procuring any third party co-operation reasonably required for the provision of the Services.
2.3 The Client will be responsible for obtaining suitable licenses of third party software (such as email client software) which are required for the full use of the Services.

3. LEGALITY

3.1 The Client must not use the Website:
(a) to host, store, send, relay or process any material; or
(b) for any purpose; which is unlawful, illegal, fraudulent, or which breaches any applicable laws, regulations or legally binding codes, or infringes any third party rights, or may give rise to any form of legal action against the Agency or the Client or any third party.
3.2 The Client warrants that any marketing list (including any email marketing list) provided by the Client, or on behalf of the Client, to the Agency will have been collected and collated in accordance with all applicable laws and regulations, and that the use of any such list by the Agency for the purposes of the Services [in accordance with the instructions of the Client] will not:
(a) breach any applicable laws (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive)
Regulations 2003);
(b) infringe any third party’s legal rights; or
(c) give rise to any cause of action whether against the Agency, the Client, or any other person.
3.3 Where the Agency reasonably suspects that there has been a breach of the provisions of this Clause 3, the Agency may suspend any or all of the Services and/or the Client’s access to any or all Services while it investigates the matter.
3.4 Any breach by the Client of this Clause will be deemed to be a material breach of the Agreement.
3.5 The Client hereby indemnifies and undertakes to keep indemnified the Agency against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach [or alleged breach] by the Client of this Clause.
3.6 As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimisation changes recommended by the Agency. As notified by the Agency, in certain cases for amendments to existing optimisations, the Client shall allow the Agency use of the site’s FTP or content management system’s username and password in order to gain access to add in keywords.
3.7 The Agency requires that prior notice be given for any alterations relating to the Client’s website(s) that may affect the services supplied by the Agency. If alterations are made by the Client or a third party to the Client’s site(s) search engine placements may be affected and the Agency cannot be held responsible.
3.8 The Agency advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the Agency understands that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.

6. PR AND MARKETING

1.1 The Agency shall provide to the Client the Services; and perform the Services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced supplier of PR services seeking in good faith to comply with its contractual obligations.
1.2 The Agency shall without the agreement of the Client be entitled to make operational changes to the Services that have no material adverse effect on the Services.
1.3 The Agency guarantees that the Services supplied by it shall comply with the specification contained in each contract and in the absence of any such specification shall comply with the Agency’s appropriate specification.
1.4 In the event of a limited time scale for the provision of the Service, the Agency will advise the client of a project completion date and will offer the client the opportunity to further continue the project for a further fee, if deemed extra hours would be beneficial.
1.5 The Agency provides no guarantees as to the coverage to be gained for the Client, and cannot be liable for any content created by the media, with reference to the Client.

1.6 The Agency shall only be obliged to provide a maximum of three drafts within the initial estimate of charges for any written copy. Subsequent amendments after either the third or final draft is delivered will be subject to a further charge.
1.7 The Agency will supply articles from NLA represented publications to Clients. The Agency will ensure they have an up to date licence in order to legally provide coverage to the Client.

7. VIDEO, PHOTOGRAPHY, ANIMATION AND ILLUSTRATION

1. COPYRIGHT

1.1 The final project will be copyrighted to the Agency unless otherwise agreed. Any footage and logos included in the project will remain copyrighted to their respective owners.
1.2 The Client is granted a license (the full terms of which are agreed on between the client and the Agency) to use the project.
1.3 The Agency will not license the project created specifically for the Client for use by any other parties.
1.4 The Agency reserves the right to display and link to the Client’s completed project as part of their portfolio and to write about their project on their website or other relevant places related to the project. The Agency will notify and request permission from the Client to allow the Agency to use the video footage, photographs and behind the scenes footage/photographs and final video for its own promotional activities including promotion on their show reel, websites, social media and video profiles including YouTube and Vimeo.
1.5 Whichever Director worked on the video will be entitled to brand the video at the beginning with his name and the Client agrees that it will not remove this under any circumstances.
1.6 If the Agency agrees to remove the name for TV purposes, it will supply a copy of the video for TV, at any format requested, without any branding for a fee of £1000. All credits must be given to the Director at all times.
1.7 For any other type of videos including promo videos, interview videos, event videos etc the Agency does not require that the Directors name is present at the beginning of the video. The Agency only requires that its logo “Liquid’ and contact information is stated at the end of the video, and that it is given credit on any online or other viewing forums. This logo must not be removed from the video if being used online.
1.8 The Client has the rights to distribute or sell or upload their final video in perpetuity, anywhere in the world, through any range of media, or any form of media or platform including online, television channels and television shows, broadcasting services such as the Fastrack and distribution services.
1.9 The Agency:

(a) hereby assigns to the Client (by way of present assignment of existing and future rights) all copyright and other proprietary rights of any sort in the materials, with the exception of music provided by the Agency which shall remain the property of the Agency;
(b) confirms the Client’s unrestricted right throughout the world to utilise and exploit the materials in any way and in any media whatsoever. The Agency reserves the right to use the materials delivered to the Client for its own non-commercial promotional purposes.
1.10 In the event of the Client providing material or requesting that certain material is included (video, audio, photographs, musical works, logos, etc.) for inclusion into an Agency production, all copyright or all necessary licenses must be obtained from the original copyright owner/controller/provider by the Client. The material to be provided to the Agency must be totally free of charge (or otherwise paid for by the Client) and the Client shall indemnify the Agency against any future possible claims, disputes, expenses or similar that may arise for a third party concerning usage of such material.

2. PERFORMANCE

2.1 The Client warrants that it will arrive at the shoot on time. The Agency will not be liable for loss of shooting time or expenses incurred as a result of the Client’s lateness.
2.2 Whilst the Agency will use its reasonable endeavours to film and provide the photographs or video in accordance with the original description in the photograph/video plan attached to the quote/ invoice, this I dependant on the performers, day of filming, unanticipated set-backs and the co-operation of all involved.
2.3 The number of reviews/amendments of the final video will depend on the package chosen by the Client. All additional amendments will be costed and quoted accordingly. The Agency will use its best endeavours to send the Client a preview of the video within 3-4 weeks after filming, and will endeavour to have the video finished within 1 month from filming, depending on reviews/amendments requested by the Client. The quality of the video or footage is not guaranteed.
2.4 The Agency will use its reasonable endeavours to meet the Client’s requirements for the video but the Agency will not be liable if the Client is not satisfied with the final outcome. The Client will be entitled to all footage taken of the shoot if requested, however the Agency and the Director/ videographer involved must be accredited in the final video. If the footage is used elsewhere, then the Agency and the director involved hold all creative copyright in the original footage.
2.5 The Client will receive 2 copies of the final video: 1 copy in 1080 HD format (including music/audio) and one in Low Res Online Format.
2.6 On the majority of projects, a ‘draft’ version of the production will be forwarded to the Client for their review. This draft may receive three sets of revisions, which are included in the original agreed cost. Subsequent revisions thereafter or a major re-edit will incur an additional cost which will be quoted accordingly.
2.7 If filming venues are being organised by the Client, it is the Client’s responsibility to ensure that the Agency has clear access to all relevant locations required throughout the day. Delays in filming may incur additional charges.

3. PERFORMERS RELEASE USAGE

3.1 The Client undertakes to use and enforce Performers Release Forms. No discounts or liability will be accepted by the Agency if the production must be re-edited due to a Performer refusing permission to show their image or use their audio in whatever form.

4. PAYMENT TERMS

4.1 Unless otherwise stated, for all projects, a 50% payment on account is required before commencement of the project. The remaining 50% will be invoiced on completion of the project. The Agency’s payment terms are strictly 30 days from date of invoice. This Term overrides any Terms and Conditions stated in a Purchase Order and in the event of an order being placed, the Client accepts this Term.

5. HEALTH AND SAFETY

5.1 In all instances the Agency will reserve the right to remove any of its personnel and/or equipment from a location if it is deemed unsafe or if they are subjected to abusive or aggressive behaviour. In this instance the Client will be liable for any costs incurred as a result of this.
5.2 The Agency will observe the Client’s site safety rules at all times and will liaise with the Health and Safety Manager if deemed necessary.

6. INSURANCE

6.1 The Agency carries public liability insurance cover of [£5 million pounds]. Upgraded specific project insurance cover can be provided if required upon request.

7. BAD WEATHER

7.1 In the event of inclement weather, the Agency reserves the right to change the date of filming to a more suitable day and it will not allow the safety of the equipment or personnel to be compromised.

8. ABORTING FILMING (ON SHOOT DAY) OR RE-SHOOTING DUE

TO CLIENT’S LACK OF ORGANISATION.
8.1 In the event of filming being delayed or aborted due to a lack of organisation by the Client, the Agency reserves the right to charge the relevant day(s) filming costs. A re-visit to site to carry out further works may incur an additional cost.

9. CHANGING FILMING DATES.

9.1 In the event of the Client wishing to change the filming date the Agency must receive not less than two weeks notice. Failure to comply will result in the Client becoming fully liable for all costs incurred.

10. EQUIPMENT SUBSTITUTION/FAILURE.

10.1 In the unlikely event that the Agency experiences equipment failure or difficulties, all efforts will be made to find suitable replacement equipment as soon as possible. The equipment used on the day of filming will be at the discretion of the senior member of the film crew.

11. WORKS SPECIFIED (AS PER ESTIMATE)

11.1 All works undertaken will be as per the Agency’s written quotation provided by email. The Client is obliged to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days’ filming will incur additional charges.

8. COPYWRITING

1. COPYRIGHT

1.1 Unless agreed otherwise, the entire copyright of the words and/or phrases created for the Client is retained by the Agency at all times.
1.2 The Agency supplies the creative and artistic ability to illustrate an idea or entity with words and/or phrases, and sells the right to reproduce those words and/or phrases in a given context. No property or copyright in any words or phrases shall pass to the Client whether on their submission, or on the Agency’s grant of reproduction rights in respect thereof.
1.3 Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.

2. USE

2.1 The Agency grants the Client permission to use their words for free after the Client has paid for them.
2.2 Use is only permitted for the publications or websites for which they were commissioned.
2.3 The Agency reserves the right to charge an extra fee if the Client wishes to use the words for purposes for which the Agency did not write them.
2.4 Reproduction rights granted are personal to the Client and may not be assigned, nor loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights.

3. INDEMNITY

3.1 The Agency shall not be liable for any loss or damage suffered by the Client or by any third party arising from use or reproduction of any words or phrases created.
3.2 The Client agrees to indemnify the Agency in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any words and/or phrases supplied to the Client by the Agency.
3.3 The Client must satisfy themselves that all necessary rights and/or consents which may be required for reproduction, are obtained and it is acknowledged that the Agency gives no warranty or undertaking that any such rights and/or or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright words and/or phrases.
3.4 In the event that the words and/or phrases issued or reproduced by or with the authority of the Client then the Client shall indemnify the Agency against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.

4. PROCESS & TIMESCALE

4.1 The Agency will produce an estimate of charges to deliver copy to the Client’s requirements based on the information the Client has supplied. The Agency reserves the right to amend this fee if the job takes longer than anticipated, or if the Client’s requirements change.
4.2 The Agency will produce a first draft in the timescale agreed. The Agency will expect amendments/revisions on a first draft within one week of the Client receiving it.
4.3 The Agency will write up to three drafts in total within the initial estimate of charges.
4.4 Subsequent amendments after either the third or final draft is delivered will be subject to a further charge.

9. ADVERTISING ON AND OFFLINE

1. GENERAL

1.1 All orders and bookings made to the Agency for Advertisements are subject to and governed by these terms and conditions.
1.2 In these conditions,
(1) Advertisement includes the materials which advertise, promote, market, sponsor and/or endorse a product or a service or a brand or an image which:
(a) in the case of print advertisement is printed on the page or reproduced as a copied cutting or separately inserted or attached, and includes Inserts and any mailing, brochure or catalogue, stick-on notes or wrap-arounds;
(b) in the case of advertisements on or delivered through the internet, website and mobile devices and any other delivery mechanism, whether now known or invented in the future, includes text, graphics, layout, logos, audio or visual material, avatars, static and dynamic images, animations, straplines, banner advertisement, hypertext, links, microsites, click through advertising, embedded and/or overlayed codes and algorithms, emails and/or messaging; and
(c) in the case of technology based advertisements, includes digital technologies.
(2) Advertising Copy means the textual content of an Advertisement.
(3) Client Materials means all information, materials and content in any format provided by or on behalf of the Client for use in connection with the Campaign.
(4) Campaign means the organised programme of advertising and promotional activity as set out in the Campaign Schedule or, if there is no Campaign Schedule, as otherwise agreed by the parties. The programme may consist of only one or more items, whether an Advertisement or a promotional activity or other activity or item;
(5) Campaign Schedule means the campaign schedule to this Agreement (if any) or otherwise such schedule of campaign activity agreed by the parties. For clarity, campaign activity may comprise of one or more items, whether an Advertisement or a promotional activity or other activity or item;
(6) Charge(s) means the Client’s advertising charge(s) for the Advertisement or Campaign as notified to the Client and agreed, or if there is no such notification and agreement, the Agency’s standard charges.
(7) Content means all content, materials, concepts and ideas prepared, created and/or developed for any Advertisement and/or Campaign.
(8) Insert means any insert or onserts which is separately distributed with any newspapers or, in the case of email campaigns, distributed by email to an email database. In the case of onserts, these are not inserted within the newspapers but accompany each newspaper or are inserted into its packaging. Insertion has a corresponding meaning.
(9) Promotion means a promotional offer (if any) which is agreed by the parties as part of the Campaign, details of which are set out in the Campaign Schedule;
(10) Term Sheet means the term sheet for the Campaign as attached to this Agreement or otherwise the commercial terms agreed by the parties for the Campaign.
1.3 Where a term used in this Agreement appears in bold type in the Term Sheet, that term has the meaning shown opposite it in the Term Sheet.
1.4 Reference to:
(1) any one gender (masculine, feminine and neuter) includes the others;
(2) the singular includes the plural and the plural includes the singular;
(3) a person includes a body corporate;
(4) a party includes the party’s executors, administrators, successors and permitted assigns;
(5) money is to British Pounds Sterling, unless otherwise stated;
(6) any thing includes the whole and each part of it separately; and
(7) a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body of two or more of the foregoing (whether or not having separate legal personality and wherever incorporated or established).
1.5 “Including” and similar expressions are not words of limitation.
1.6 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
1.7 Headings are for convenience only and do not form part of this Agreement or affect its interpretation.
1.8 A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

2. STATUS OFCLIENT

2.1 The Client shall have full liability for all obligations of both the Client and of the Agency irrespective of which of them places the order for the Advertisement.

3. THE CAMPAIGN

3.1 The Agency’s fee is agreed on the basis of the Campaign activity as described in the Campaign Schedule. Accordingly, it is agreed that if the Client proposes to use a promotional concept outside the scope of this Campaign, then such use may only take place provided that appropriate remuneration and licensing provisions are agreed in writing between the parties in advance.

4. AGENCY’S RIGHTS RESERVED

4.1 The Agency may change the format of any of its publications, its advertisement rates and technical and other specifications for each of its different publications and form of media at any time and may vary or apply differing rates and specifications accordingly.
4.2 The Agency gives no warranty or guarantee in relation to:
(1) date of insertion nor position or location of the Advertisement;
(2) quality of the colour or mono reproduction of any Advertisement;
(3) the availability or the absence of technical or other disturbances on the internet;
(4) the attendance or response rate or take up for any event, or direct mailing or email campaign or coupons or other form of Advertisement nor the number of clicks or page impressions or unique views for any online activity (unless otherwise specified in writing in the Campaign Schedule);
(5) incomplete runs when distributing inserts;
(6) a coupon not backing on to another coupon, or another advertisement or insert for a similar service or product not appearing in the same issue or same page (whether in print or online) as the Advertisement.
4.3 In the event of any problem arising in relation to the foregoing the Client accepts that the Agency shall not be obliged to give any compensation or refunds in such instances.
4.4 The Agency has no obligation to supply voucher copies or tear sheets in relation to any print Advertisements and their absence shall not affect the Client’s liability for the agreed charge.
4.5 All orders and bookings are subject to change or cancellation due to production, promotions and editorial schedules. The Agency reserves the right to decline any order or booking or decline to publish any Advertisement or decline to undertake any Campaign activity.
4.6 Without limiting the generality of clause 4.5, where the Agency has unusual or unexpected business needs, the Agency has the right to postpone the publication, display, delivery, insertion, and/or distribution of any Advertisement or any Campaign item for a temporary period and the parties shall in good faith negotiate and agree alternative dates for the relevant activity, both parties acting reasonably. Any dispute shall be subject to clauses 14.1 and 14.2
4.7 In relation to on-line Advertisements, without prejudice to the Agency’s other rights and remedies, at any time and without giving advance notice to the Client, the Agency may permanently or temporarily move, remove or edit an Advertisement.
4.8 The Agency may show and/or display the Advertisement and/or the Campaign for internal purposes and for marketing its services to other prospective clients, including in any public relations materials and direct marketing materials.

5. CLIENT’S MATERIALS

5.1 The Client shall submit to the Agency all materials, content and information in relation to all Advertisements and/or the Campaign in advance of publication or display or delivery or insertion of any Advertisement or any item of the Campaign in accordance with the Agency’s deadlines and timescales, unless otherwise agreed by the Agency.
5.2 Whilst the Agency shall exercise reasonable care in relation to the Client Materials, the Agency will not be liable for any loss of or damage to any Client Materials.

6. AGENCY’S OBLIGATIONS

6.1 Notwithstanding any other provision to the contrary, the Agency shall have and shall retain complete editorial control in relation to all editorial content forming part of the Campaign. This is a paramount right.
6.2 Where the Agency is creating the Advertising Copy, the Agency shall supply any Advertising Copy to the Client for the Client’s comment and feedback (such feedback to be given to the Agency within the deadlines notified to the Client in writing by the Agency in each case).
6.3 Notwithstanding any other provisions of this Agreement, the Agency:
(1) has final editorial approval over all mast heads, straplines, page design, position and location, display dimensions, framing, display environment, graphics used, colours, manner of display, fonts style and size, visibility, text alternatives and tags and other computer language coding; and
(2)may refuse or require to be amended or decline to publish any Content if it is not in compliance with the requirements of clause 19.1 or its standard costs (where applicable).

7. MISTAKES AND ERRORS

7.1 The Buyer must check the correctness of each and every Advertisement and/or the details of the Campaign. In the case of multiple or repeat Advertisements, the Agency assumes no responsibility for the repetition of an error unless the Client has notified the Agency immediately the error occurs and before the Agency’s deadline for the next insertion or publication or display or delivery of a Campaign item.

8. ADDITIONAL CONDITIONS APPLYING TO ONLINE ADVERTISEMENTS

8.1 This clause applies where the Campaign or Advertisement includes any website or online or digital activity.
8.2 Advertisements must be delivered to the Agency in the format prescribed by the Agency no later than 3 business days (for standard format) or 5 business days (for rich media format) prior to publication. In the event of late submission of an Advertisement:
(1) the agreed start date for the first appearance of such Advertisement will be moved to an alternative date to be determined at the Agency’s sole discretion; and
(2) the finish date of any campaign will not be extended.
8.3 Notwithstanding clause 8.1, the Agency shall not be bound by a stop order or cancellation or postponement of any online Advertisement or the Campaign (or any element of it) unless the stop order, cancellation or postponement is submitted to the Agency in writing, not less than thirty (30) days before the Campaign start date, unless otherwise agreed by the parties in writing.
8.4 The Client is responsible for complying with clause 16.9 and the Agency reserves the right to refuse the publication of non-compliant Advertisement and the Client shall nevertheless be liable to pay for the noncompliant Advertisement even if it is refused under this clause.
8.5 Where it is set out in the Campaign Schedule or otherwise agreed by the parties in writing that the Agency’s charges are based upon the online traffic or activity relating to the Campaign:
(1) the Agency shall generate performance reports (via third party software applications) and the figures in such report shall be the official definitive measure of the Agency’s performance on which the charges will be based.
(2) Upon not less than 30 days prior written notice, the Agency will provide website traffic reports to the Client.

9. ADDITIONAL CONDITIONS RELATING TO READER OFFER PROMOTIONS

9.1 This clause applies where the Campaign or Advertisement includes a Promotion.
9.2 Where a Promotion forms part of the Campaign, such Promotion shall be offered to readers on terms and conditions agreed by the parties (“Offer Copy”) and the Client shall ensure that the product or service which is offered under the Promotion conforms to and performs in all respects in accordance with the Offer Copy and any other relevant specifications and standards.
9.3 The Client shall warrant that:
(1) it has full power and authority to enter into and perform this Agreement and to supply the item or service which is the subject of the Promotion;
(2) it holds adequate stocks/has adequate availability of item/service promoted given its assessment of likely take up. The Client is obliged to make available to all eligible participants in the Promotion the item or service which is the subject of the Promotion;
(3) it has adequate logistical processes in place to meet and supply the likely demand for Promotion in accordance with the delivery times specified in the Promotion offer copy (if any);
(4) if the Promotion is for or includes a service, the service is performed with reasonable skill and care and according to the highest industry standard;
(5) if the Promotion is for or includes a chattel, it must be free from defects in materials and workmanship and of the highest industry standard;
(6) if the Promotion is for or includes a chattel that requires delivery and installation, delivery and installation shall be undertaken with all reasonable skill by personnel of appropriate expertise and experience;
(7) if the Promotion is of or includes any element of travel, holiday or accommodation:
(a) the Client has and shall maintain up-to-date travel industry insurance bond and registration (for example, ABTA, FTO, AITO, ABTOT) sufficient to cover all potential liability to customers and/or the Agency in connection with the Promotion; and
(b) it holds and shall maintain current up-to-date IATA or ATOL accreditation for any travel elements of the Promotion, if and to the extent that it is required to hold such accreditation;
(8) it provides all eligible participants with all necessary documents and information relating to the subject of the Promotion and otherwise complies with all relevant Applicable Regulations; and
(9) should it receive any oral, written or telephone complaint about the Promotion from any participant or from any relevant trading standards authority, it immediately notifies the Agency, delivers any relevant documentation and handles all such complaints promptly and efficiently, and in accordance with Agency’s reasonable instructions.

10. PAYMENTS AND CHARGES

10.1 The Client shall pay the Agency’s charges together with any associated agency commission without deduction or set off.
10.2 All sums payable under this Agreement are exclusive of any value added tax that may be payable by either party. Value added tax will be added to the sum payable on the invoice at the relevant rate on the date of invoicing. If any Campaign, Advertisements and/or Inserts are run in non-UK editions of the Newspapers, these will be subject to the Agency then prevailing rates for non-UK editions.
10.3 In the absence of any other specific arrangement between the Agency and the Client (as evidenced in writing), payment in respect of the Advertisement and any item of the Campaign (including any associated production) is due in advance of publication or insertion except where the Agency has agreed to allow credit to the Client the due time for payment shall be no later than the seventh day following the date of the Agency’s invoice issued on or after the date on which the advertisement appeared. Full details of each remittance are to be supplied to the Agency by the due time.
10.4 Payment shall mean the receipt by the Agency at its principal place of business (or elsewhere as it may direct) of cash or a cheque of cleared funds or at its bank of monies transferred electronically in cleared funds or through the clearing banks’ giro credit system in cleared funds. The Agency reserves to itself a right to recharge the Client any charges it incurs resulting from the Client’s chosen method of payment.
10.5 If the Client is registered for VAT in a member state of the European Union other than the United Kingdom and wishes to be invoiced by the Agency with VAT charged at a rate of zero or such other rate as may be lower than the standard rate of VAT for the time being in force in the United Kingdom, the Client must with its order furnish the Agency with the Client’s VAT registration number in its member state.
10.6 Although the Agency makes every effort to render invoices in the ordinary course, payment for the Advertisement, insertion and the Campaign shall be made as aforesaid whether or not the Client shall have received the Agency’s invoice or provided the Agency with an order number at the time the Advertisement or item of the Campaign was booked.
10.7 Any overdue payments of the Agency’s charges and other monies payable under this Agreement shall bear interest at the rate of 4% above the base rate of the Royal Bank of Scotland plc (or such other bank as nominated by the Agency from time to time) (such rate to be calculated monthly on a compound basis). Interest shall accrue on and from the day on which payment was due until the day when payment is actually made (both before and after any judgment) or until payment is accepted by the Agency as the case may be.
10.8 As part of its normal business procedures the Agency reserves the right to make searches and/or other enquiries about the Client using the services of credit reference agencies. The Client acknowledges that such enquires may be made and that agencies may keep copies of the searches which will be shared with other parties.
10.9 The total media spend for auction based pay-per-click advertising (e.g. Google AdWords) will be agreed with the Client up front while the Agency will set and manage the bids for impressions or clicks at a campaign level.

11. CANCELLATIONS AND AMENDMENTS

11.1 The Agency shall not be bound by a stop order or cancellation or postponement of any Advertisement or the Campaign (or any element of it).
11.2 The Client shall remain liable for payment for a stopped, cancelled or postponed Advertisement or the Campaign (or any element of it) or insertion run, if the relevant instruction is received by the Agency after the deadline (even if such instruction is followed by the Agency).
11.3 Should an insertion run be cancelled or moved, the Client shall be liable for any production charges that may occur as a result of this.

12. DISPUTES

12.1 Any other matter of complaint, claim or query must be raised with the Agency in writing within seven days following:
(1) In the case of any Advertisement or insert, the date of insertion or publication or display of the Advertisement or the date on which it is claimed the Advertisement should have appeared or the insert run should have occurred;
(2) In the case of any other item of the Campaign, the date of the delivery of the particular item within the Campaign or the date on which the Client claims the item of the Campaign should have been delivered;
(3) In the case of a disputed invoice, the date of the receipt by the Client of the disputed invoice.
12.2 The Agency’s maximum liability for any complaint, claim or query referred to in clause 12.1 is limited to giving a credit for its charge for the advertisement or (in an appropriate instance) of publishing the Advertisement or redelivering the Campaign item for a second time without charge. Any complaint, claim or query shall not affect the liability of the Client for payment by the due time of the Agency’s charges for that item and all other Campaign items. Once any dispute in respect of any item of the Campaign has been resolved, payment for that item will, if the original due date has then already passed, be due within three working days.

13. INTELLECTUAL PROPERTY

13.1 The Client warrants that it has and it has secured for the benefit in relation to the Agency all necessary, licenses, permissions, clearances, consents, right, title, interest and Intellectual Property Rights in relation to the Client Materials and, where relevant, in relation to any Promotion, including any trademarks and branding of the Client to enable the Agency to perform and meet its obligations and enjoy its rights and benefits under this Agreement.
13.2 If the Agency has agreed to provide the creative work for the Advertisement or Campaign, all Intellectual Property Rights in and to all Content owned by or created by the Agency pursuant to this Agreement (but not the Client Materials) are reserved to the Agency and shall remain under the exclusive ownership of the Agency, or its licensors (as the case may be).
13.3 The Client shall not use and shall not permit any other person to use any of the Agency’s Intellectual Property without the prior written consent of the Agency. Such consent may be given or withheld, and if given, may be given upon such terms and conditions (including as to payment) determined in the Agency’s absolute discretion.
13.4 If the Client proposes to use any content developed by the Agency outside the advertising Campaign (whether during the Term, or following the expiry of the Term), then such use may only take place provided that appropriate remuneration and licensing provisions are agreed in writing between the parties in advance.
13.5 The Client shall promptly inform the Agency of any suspected unauthorised use of the Agency’s intellectual property referred to in Clause 13.2.
13.6 The Agency has the sole right to decide what action (if any) to take in relation to any unauthorised use referred to in clause 13.5 and sole control of the conduct of all proceedings and shall do so at its own expense. If requested, the Client shall give the Agency all reasonable assistance to enable it to do so.
13.7 The Agency may disclose the Client’s identity to any third party who is claiming that any material submitted by the Client is in breach of any of the warranties set in clause 13.1.

14. DATA MANAGEMENT AND DATA PROTECTION

14.1 For the purpose of this Agreement:
(1) Cookies mean cookies and all similar technologies for storing information, including flash cookies, web beacons or bugs (including transparent or clear gifs);
(2) Data Protection Laws means the Data Protection Act 1998 and the Data Protection Principles set out in that Act, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any associated regulations or subordinate legislation and any other applicable data protection and privacy legislation, regulations and guidelines applicable in any place/territory where the Advertisement is targeted;
(3) PECR means The Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011, as applicable.
14.2 The parties agree that they will at all times comply with the provisions and obligations imposed by Data Protection Laws. All personal data acquired by either party from the other will be returned to the disclosing party on request.
14.3 Whilst the Agency will use reasonable endeavours to forward to the Client any responses that it received to Advertisements from individuals wishing to contact the Client regarding the Advertisement (subject to receiving the requisite consents from those individuals), the Agency accepts no liability in respect of any loss or damage that arises (or is alleged to have arisen) as a result of any delay or omission in forwarding such responses.
14.4 Each party agrees to respond promptly to the other in dealing adequately with all enquires received relating to data protection.
14.5 The Client permits the Agency to electronically tag and use such technology as the Agency considers appropriate with the online content to enable the Agency to collect such data as the Agency requires or desires in relation to readers of or “clicks on” its content. Such data (but not any personal data) shall be made available to the Client.
14.6 The Agency shall own all aggregated data (and the Intellectual Property Rights in such data) generated (e.g. via the placement of cookies) by the online activity of users of mobile devices or ereaders (and their applications) upon which users access Advertisements collected by any third parties (“Usage Data”).
14.7 The Client shall not use (including without limitation the creation, categorisation or re-targeting of data segments), or permit any third party to use Usage
Data without:
(1) having satisfied the Agency’s security approval process; and
(2) the Agency’s prior written approval. Under no circumstance shall the Client use/store, or permit any third party to use/store the Usage Data for more than 7 days.
14.8 Whenever any content (including to any Advertisement or link to another website) provided by or relating to the Client (including Client Materials) (“Third Party Content”) triggers the use of any cookies or any other tracking device, the Client will be fully responsible for ensuring that the use of those cookies complies with the PECRs, including, ensuring that clear and comprehensive information is provided to visitors to the site about the use of any cookies and ensuring that visitors’ consent is obtained to the use of those cookies, where required by the PECRs.

15. CLIENT WARRANTIES

15.1 The Client warrants that all Client Materials and the production, reproduction, publication and/or display of the Advertisement in any medium:
(1) are factually correct, clear and conspicuous, and all claims can be substantiated and are not fraudulent, misleading or deceptive;
(2) do not include or entail misleading actions, misleading omissions, aggressive commercial practices or actions that contravene the requirements of professional diligence or in any other way contravene the requirements of The Consumer Protection from Unfair Trading Regulations 2008;
(3) comply with the requirements of all relevant laws, legislation including subordinate legislation, codes and rules of statutorily recognised regulatory authorities applicable in the United Kingdom, the European Union and any territory where the Advertisement is targeted, including the British Code of Advertising Practice and the codes, rulings, determinations and requirements of the Advertising Standards Authority;
(4) do not contain, or contain links to, content which promotes or advertises illegal or immoral activity or product or conduct, including discrimination, illegal substances; pornography; racism, hate, “spam,” mail fraud, pyramid schemes, gambling or gaming, firearms, military recruitment, political candidates;
(5) is not libellous, defamatory, contrary to public policy, or otherwise unlawful in the United Kingdom and/or anywhere where the Advertisement is served or targeted;
(6) do not infringe or violate any copyright, trade mark, any personal or proprietary right or the privacy or confidentiality rights of any person;
(7) is not obscene, offensive, indecent, threatening, menacing, abusive;
(8) do not contain any names or pictorial representation (photographic or otherwise) of any living person and/or any copy by which any living person is or can be identified, unless the Client has obtained the consent of such living person to make use of such name, representation and/or copy;
(9) do comply with any legal or moral obligations placed on the Agency or the Client wherever in the world;
(10) will not, in any other way render the Agency liable to any civil or criminal proceedings during and after the expiration of the Campaign and/or this Agreement; and
(11) in relation to the Client Materials submitted to the Agency, contains any virus or other harmful code or will otherwise impair or harm the Agency’s computer systems or any third party computer system. This clause 15.1 shall not apply to the extent that the Agency has altered or amended the content of the Advertisement without the prior written consent of the Client.
15.2 The Agency may (at its discretion) disclose the Client’s identity to any third party who is claiming that any material submitted by the Client is in breach of any of the warranties set out in clause 15.1.
15.3 The Client warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

16. CLIENT’S INSURANCE

16.1 The Client shall ensure that at all times it has sufficient insurance to cover all its liability under this Agreement and in law, including public liability insurance where a public event forms part of the Campaign. Upon request, the Client shall produce copies of the insurance policy to the Agency confirming the insurance.

17. INDEMNITIES AND LIABILITIES

17.1 Subject to clause 17.3, neither party shall be liable, whether in tort, contract or otherwise, for any loss of profit, opportunity, goodwill, anticipated saving, revenue and/or any other loss which is indirect, consequential or economic regardless of whether it was or was not foreseeable.
17.2 Subject to clause 17.3, the Agency shall not be liable to the Client, whether in tort, contract or otherwise, for any loss of profit, loss of opportunity, loss of goodwill or business loss incurred due to the non-insertion or shortfall in insertion of the Advertisement or running of or failure to run the Campaign.
17.3 Nothing in these conditions shall exclude or restrict either the Agency’s or the Client’s liability for death or personal injury resulting from the negligence of the relevant party or of its employees while acting in the course of their employment or shall exclude or restrict either party’s rights, remedies or liability under the law governing these conditions in respect of any fraud.
17.4 Subject to clause 17.3, the Agency’s maximum aggregate liability for any loss or damage arising out of or in relation to any advertisement ordered by or on behalf of the Client whether in contract, tort or otherwise shall not exceed the total amount of the charges paid by or on behalf of the Client in relation to the insertion order.
17.5 Except as expressly set out in these conditions, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the obligations of the Agency are excluded insofar as it is possible to do in law.
17.6 The Client will indemnify and keep the Agency indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or indirectly as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these conditions or implied by law and against any claim made against the Agency arising from this Agreement and in relation to any breach by the Client of any statutory duty.

18. TERMINATION

18.1 A party (other than the Defaulting Party) may terminate this Agreement at any time by written notice to the other party if any of the following apply:
(1) a party (“Defaulting Party”) fails to carry out any provision of this Agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within 7 days after written notice to the Defaulting Party requiring it to be remedied;
(2) the Defaulting Party fails to carry out any material provision of this Agreement and the failure is not capable of remedy;
(3) the Defaulting Party breaches a warranty given in this Agreement or a warranty given by the Defaulting Party in this Agreement is materially incorrect;
(4) it becomes unlawful for the Defaulting Party to perform its obligations under this Agreement;
(5) a petition is presented or a meeting convened for the purpose of considering a resolution for the making of an administration order, the winding up, bankruptcy or dissolution of the Defaulting Party or the Defaulting Party stops payment or ceases or threatens to cease to carry on its business or is or shall become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
(6) the Defaulting Party compounds with or enters into a scheme of arrangement for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) or a receiver is appointed over the Defaulting Party or its assets or any part thereof or a resolution is passed for such appointment or an administration order is made in relation to the Defaulting Party.
18.2 On termination of this Agreement each party retains its rights against the other parties in respect of any past breach, in addition to any other rights, powers or remedies provided by law.
18.3 On termination the Client shall be liable for payment of all Charges as referred to in clause 10, as if a cancellation has taken effect.
18.4 Upon expiry or termination of this Agreement for any reason, each Party shall promptly deliver to or otherwise dispose of as directed by the other Party or its duly authorised representative any and all materials and property belonging or relating to the other Party and all copies of the same.

19. ELECTRONIC COMMUNICATIONS

19.1 The parties may communicate with the other by electronic means using the following protocol:
(1) The user identification of a sender contained in an electronic communication must be sufficient to verify the identity of the sender and the authenticity of the communication;
(2) An electronic communication sent containing the user’s identification and establishing the user as its originator and has the same effect as a document containing the user’s written signature; and
(3) An electronic communication, or any computer printout of it, is proof of the authenticity of the original document of the electronic communication.

20. GENERAL

20.1 Nothing in this Agreement is intended to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any
representation or warranty, the assumption of any obligation or liability or the exercise of any right or power) without the express written authority of the other in addition to this Agreement.
20.2 The provisions of those clauses intended to have continuing effect shall continue in full force and effect following the termination or expiry of this Agreement.
20.3 The terms and conditions set out herein apply to each order or contract for the Advertisement, insertion or Campaign. If there is any conflict or inconsistency in the terms and conditions of this Agreement, these terms and conditions (or, if later, the revised terms and conditions published by the Agency pursuant to sub-clause 20.4 below) shall prevail over any terms contained in the order or booking. Any terms or conditions stipulated on the order form or elsewhere by the Client are void insofar as they are inconsistent with these Terms and Conditions, unless agreed in writing by the Agency.
20.4 The Agency reserves the right to change the terms and conditions at any time and the Client should revisit the terms and conditions before it places an order or makes a booking for an Advertisement, insertion or Campaign at [www.liquidagency.co.uk] to ensure that it is fully aware of the current terms and conditions.
20.5 Neither party may assign or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
20.6 Calls to and from the Agency may be recorded.
20.7 The failure of the Agency to enforce any term of or right arising pursuant to this Agreement does not constitute a waiver of such term or right and shall in no way affect the Agency’s later right to enforce or exercise the term or right.
20.8 No person other than a party to this Agreement may enforce this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.
20.9 Any modification of this Agreement shall be effective only if agreed in writing and signed by both parties and the intention to amend this Agreement is clearly expressed.
20.10 If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.
20.11 This Agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the
20.12 exclusive jurisdiction of the English Courts.