Terms & Conditions

1. Scope / Services / Obligations

1.1 The scope of this project is as outlined in the CDA.
1.2 The Agency shall perform the Project Services in accordance with such timescales expressly agreed between the parties in writing.
1.3 Both parties shall have the correct relevant permissions, consents and licenses relating to the performance of the Project Services.
1.4 The Agency warrants to You that the Project Services will be delivered using reasonable care and skill.

2. Fees and Payment Terms

2.1 You shall pay the Fee which shall be invoiced by the Agency in accordance with the payment terms and any relevant billing frequency set out in the CDA.
2.2 Unless otherwise stated in the CDA, all invoices shall be paid within 30 days of receipt in full and cleared funds to a bank account notified by us in writing.
2.3 All sums are exclusive of VAT and for which You shall additionally be liable to pay to the Agency at the prevailing rate, subject to receipt of a valid VAT invoice.
2.4 The Agency shall be entitled to recover reasonable expenses (including the costs of services provided by third parties) incurred in the provision of the Project Services as notified to You from time to time in writing. Such expenses shall be charged by separate invoice.
2.5 In the event of late payment by You, late payment interest will apply and shall be payable by You, from the due date until payment of the overdue sum, at a daily rate of 4% above the Bank of England base rate from time to time.
2.6 The Agency reserves the right to suspend the Project Services if any sum due and payable remains unpaid for a period of 28 days after notifying You that such payment is due.
2.7 The Agency reserves the right to charge You additional fees for any work falling outside of the scope of the Project Services.

3. Term and Termination

3.1 The term of this Agreement shall take effect and continue for the period expressly set out in the CDA or, if not set out in the CDA, such term shall be until the completion and delivery of the Project Services or until one party gives the other party written notice to terminate in accordance with clause 3.2
3.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so. For clarity your failure to pay any amount under the Agreement on the due date for payment shall be deemed a material breach;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

3.3 In the event that the Agreement is terminated pursuant to this clause 3, the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and, in respect of the Deliverables which have been supplied but for which no invoice has been submitted, the Agency may submit an invoice, which shall be payable immediately on receipt.

4. Limitation of Liability

4.1 Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, fraudulent or fraudulent misrepresentation and any breach of the terms implied section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
4.2 The Agency’s total liability to You for any loss or damage arising out of or in connection with this Agreement and the Project Services provided hereunder shall be no more than the total Fee paid or payable by You under this Agreement.
4.3 Subject to clause 4.1, the below types of loss are wholly excluded:

(a) Loss of profits;
(b) Loss of sales or business;
(c) Loss of agreements or contracts
(d) Loss of anticipated savings;
(e) Loss of or damage to goodwill and reputation; and
(f) All other indirect or consequential loss.

5. Intellectual Property Rights

5.1 Upon payment to the Agency of all Fees due under this Agreement in full and cleared funds, the Agency assigns to You absolutely with full title guarantee all intellectual property rights (IPR) specifically created in the Project deliverables throughout the world in all existing and future media and materials.
5.2 The Agency recognises that the Client has the unlimited right to edit, copy, alter, add to, take from, adapt and translate all or any of the Products after delivery by the Agency and irrevocably and unconditionally waives the benefits of any provision of law relating to so-called “moral rights” (including without limitation any rights of the Producer under section 77 to section 85 inclusive of the Copyright, Designs and Patents Act and any similar successor provision of law) and any similar laws of any jurisdiction in relation to the Products.
5.3 Notwithstanding the above clause 5.1 and 5.2, You shall not acquire any right, title or interest in or to any and all IPRs that are owned by or licensed to the Agency and which are or have been developed independently of this Agreement (whether prior to the date of this Agreement or otherwise) (Agency IPR). The Agency hereby grants to You a non-exclusive, revocable, perpetual and royalty-free licence to use the Agency IPR for the purposes of receiving the Project Services.
5.4 The Agency warrants that, as far as it is aware, the IPR (including Agency IPR) provided under this Agreement does not infringe the rights of any third party.
5.5 Notwithstanding clause 5.1, the Agency shall be able, during and after completion of the Project and term of this Agreement, to use the Deliverables which have been broadcasted, published, distributed, or otherwise made available to the public, and the Client’s business name and logo for the purposes of marketing and promoting its work and its business including on the Agency’s website and other online platforms including social media platforms, in credential pitches and in its showreel. Any other use shall be subject to the Client’s prior approval.

6. General

6.1 Any personal data (as defined in applicable UK data protection laws) that is collected, handled and/or processed by the Agency shall be processed in accordance with the terms of the Agency’s Privacy Policy (as updated from time to time) which can be found here.
6.2 Each party agrees that it shall not at any time during this Agreement disclose the other party’s confidential information, other than to such persons on a “need to know” basis in connection with the performance of obligations under this Agreement. Both parties undertake to ensure that such confidential information received by it shall be protected and secured in accordance with business industry practices.
6.3 Neither party may assign, transfer, subcontract, delegate or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other.
6.4 Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.
6.5 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6.6 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
6.7 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
6.8 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, or sent by pre-paid first-class post or by email.
6.9 A notice or other communication shall be deemed to have been received:

6.9.1 If delivered personally, when left at the address referred to in clause 6.6:
6.9.2 If sent by pre-paid first-class post at 9.00am on the second Business day after posting ; or
6.9.3 If sent by email, one Business day after transmission.

6.10 The provisions of clause 6.8 and 6.9. shall not apply to the service of proceedings or other documents in any legal action.
6.11 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
6.12 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
6.13 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
6.14 If any dispute arises in connection with this Agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute, referring the dispute to mediation. Unless otherwise agreed, the mediation will start no later than 28 days after the date of the ADR notice. Should mediation fail to resolve the dispute within 60 days of commencing the mediation, either party may pursue such dispute or claim through court proceedings.
6.15 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of in connection with this Agreement.

7. Definitions

Agency, us or we: the relevant brand of AFO Group stipulated in the CDA;
Agency IPR: Intellectual Property Rights which are owned or licensed by the Agency or developed independently from this Agreement;
Agreement: the CDA and these Terms and Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
CDA: the Campaign Delivery Agreement agreed between the parties;
Client or You: a person, company, partnership or legal entity that enters into a contract with an AFO Group entity for the provision of services subject to these terms and conditions;
Deliverables: the deliverables set out in the CDA;
Fee: the fees payable by the Client for the Project Services as set out in the CDA;
IPR: has the meaning set out in clause 5.1;
Project: the project to be completed by the Agency as agreed between the parties and set out in the CDA;
Project Services: the services to be performed by the Agency as set out in the CDA;
Services Start Date: the date upon which the Project Services commence as set out in the CDA;
Term: the term of this Agreement as set out in the CDA or in accordance with clause 3.1.