TERMS AND CONDITIONS

Background:

The terms & conditions of this Agreement shall apply to the provision of Design and Marketing Services provided by Creativity Unbound Ltd (“the Company” also referred to as “We”, “Us”, “Our”) to the “Client” (also referred to as “You” or “Your”) that requires Design and/or Marketing Services. This Agreement and the terms and conditions contained herein are to be read in conjunction with the Statement of Work.

Whereas:

(1) The Company is engaged in the business of providing Design and Marketing Services.
(2) The Client hereby engages the Company, and the Company hereby accepts such engagement to provide the Services as described herein, subject to and in accordance with the terms and conditions of this Contract.

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means, any day (other than a Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England.

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether the information is expressly stated to be confidential or marked as such).

“Client” means the individual or business that requires the Services subject to this Agreement and the Statement of Work and includes reference to “You” and “Your”.

“Project” means the on off Services requested by the Client detailed within the Statement of Work or agreed upon between the Parties in writing.

“Intellectual Property” means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights.

“Services” means the Design and/or Marketing services provided by Us as detailed in Clause 4 of this Agreement and the Statement of Work along with any further requests made in writing for additional work which will be subject to this Agreement.

“Statement of Work” means the document detailing the Client’s request to acquire the Services from Us including details of the process, Fees, timescales and any relevant information required to undertake the Project or ongoing Services. Upon acceptance of the Statement of Work the Services will be subject to the terms & conditions of this Agreement.

1.2. “writing”, and any similar expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.3. statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.4. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.5. a Schedule is a schedule to this Agreement; and

1.6. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.7. a “Party” or the “Parties” refer to the parties to this Agreement.

1.8. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.9. Words imparting the singular number shall include the plural and vice versa.

1.10. References to persons shall include corporations.

2. General

2.1. Creativity Unbound Limited a company registered in England whose company number is 13541549 and whose registered office address is Field Maple Barns, Weston Green Road, Weston Longville, Norwich NR9 5LA (“Company”, “We”, “Us” or “Our”)

2.2. The Client, Gresham’s School, a charity registered in England whose registration number is 1105500 and whose registered office address is Gresham’s School, Cromer Road, Holt NR25 6EA (“Client”, “You” or “Your”).

3. Engagement of the Company

3.1. The Client hereby engages the Company to provide Design and/or Marketing Services as defined in the Statement of Work.

3.2. This Agreement shall come into force on the date of the Party who signs it last and the Company shall commence the provision of the Services.

4. Fees and Payment

4.1. In consideration of the Services the Client shall pay to the Company the Fee as set out in this Clause 4, detailed in the Statement of Work and the subsequent invoice provided. Any banking transfer Fee, whether sending or receiving, will be the Client’s sole responsibility.

4.2. All payments required to be made pursuant to this Agreement and the Statement of Work shall be made in Great British Pounds (£) in cleared funds to such bank in the United Kingdom as the Company may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law. Any banking or third-party transfer fee which may be incurred as a result of paying the Fee, whether sending or receiving, will be Your sole responsibility to pay.

4.3. All Fees detailed under this Agreement shall be expressly exclusive of value added tax. The Company is VAT registered.

4.4. Payment shall be made as follows:

4.4.1. 50% upfront before commencement of any work;

4.4.2. 50% following completion of the Services and shall be made within30 days of receipt by the Client of the Company’s invoice for the same; or

4.4.3. In accordance with the Statement of Work should any invoicing milestones be agreed.

4.5. The Client shall be responsible for payment of all third-party services in full in advance of commencement of the Services.

4.6. The Client shall be responsible for all sundry expenses incurred by the Company and these shall be agreed in advance of being incurred and will be payable upon receipt of an invoice within 30 Calendar days.

4.7. Without prejudice to sub-Clause 8.4.1 (termination for non-payment), any sums which remain unpaid shall incur interest on a daily basis at 8% above the base rate of the Bank of England from time to time until payment is made in full of any such outstanding sums.

5. Non Solicitation

5.1. Neither Party shall, for the Term of this Agreement and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement without the express written consent of that Party.

5.2. Neither Party shall, for the term of this Agreement and for the period of 12 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

6. Provision of the Services

6.1. The Company shall provide the Services as outlined in the Statement of Work and any subsequent instructions as agreed in writing between the Parties from time to time. Any subsequent instructions in writing shall be governed by and in accordance with the terms of this Agreement.

6.2. The Company shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the Design & Marketing Services industry in the United Kingdom.

6.3. The Company shall act in accordance with the terms of this Agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of the Services detailed within the Statement of Work.

6.4. The Company shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

6.5. The Company is not a qualified expert in every industry they provide Services for. It is therefore the Client’s sole responsibility to check the factual accuracy of the Services and ensure there are no errors or omissions.

6.6. The Company shall not be liable for any defects caused by third party programs, software or applications that maybe used in the course of carrying out any of the Services.

6.7. The Company shall use all reasonable endeavours to accommodate any reasonable amendments to these Services as detailed in the Statement of Work. Should any amendments exceed those permitted within the Statement of Work or change the scope of the work agreed at the outset they will be subject to additional fees as quoted by the Company and agreed with the Client inwriting in advance.

6.8. The Client hereby agrees that should the scale of work reduce in scope, or the timeline agreed in writing or detailed in the Project Plan be postponed, the Company shall charge the Client all reasonable losses connected to such a reduction or postponement.

7. Client’s Obligations

7.1. The Client shall provide any information, passwords, access credentials and documentation detailed within the Statement of Work.

7.2. The Company may from time to time require Your input or feedback on any content prior to its publication in the course of the Services. You shall use all reasonable endeavours to respond with the required feedback within the timeline outlined in the Project Plan and in any event within 5 Business Days.

7.3. The Company shall not be liable for any delays in the provision of the Services that may result from Your failure to comply with any of Your obligations (or the delivery requirements applying thereto) under this Clause 7 or any other of Your obligations arising under this Agreement.

7.4. The Company shall not be liable for any images, content or intellectual property supplied by You. If any consents, licences or other permissions are needed from any third parties it shall be Your responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

7.5. The Client shall be responsible for the implementation of the Services. In some circumstances the Company shall provide the Client with implementation guidelines in the Statement of Work. The Company shall not be liable for any unsatisfactory results of the Services which are as a result of the Client’s failure to follow the implementation guidelines.

8. Cancellation/Termination and Effects of Termination

8.1. This Agreement shall enter into force upon Your acceptance of the same by signing this Agreement and the accompanying Statement of Work which is bound by the terms of this Agreement.

8.2. This Agreement, upon acceptance, shall continue for 12 (twelve) calendar months (“the Initial Term”). Thereafter it shall continue on a rolling monthly basis.

8.3. Termination will occur:

8.3.1. upon completion of the Services; or

8.3.2. either party may terminate the Contract at any time by providing the other party with 30 days notice in writing.

8.4. Without prejudice to any other right or remedy available to it, either Party may terminate this Agreement forthwith by giving written notice to the other Party in the following circumstances:

8.4.1. any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid in accordance with Clause 4;

8.4.2. the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

8.4.3. an encumbrancer takes possession, or where the other Party is a Freelancer, a receiver is appointed, of any of the property or assets of that other Party;

8.4.4. the other Party makes any voluntary arrangement with its creditors or, being a Freelancer, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

8.4.5. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a Freelancer, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the Freelancer resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

8.4.6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

8.4.7. that other Party ceases, or threatens to cease, to carry on business; or

8.4.8. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act2010.         

8.5. For the purposes of sub-Clause 8.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

Upon the termination or expiry of this Agreement for any reason:

8.6 any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable on a time spent basis plus any consequential losses that the Company shall incur subject to such termination.

8.7. all licences granted to The Company by the Client in relation to Your materials shall terminate immediately.

8.8. each Party shall (except to the extent referred to in Clause 13) immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other Party and shall at the other Party’s request, either promptly return or destroy all such Confidential Information in its possession and/or control;

8.9. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;

8.10. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination; and

8.11. subject as provided in this Clause 8 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.

9. Liability

9.1. The Client (as an “Indemnifying Party”) hereby undertakes to indemnify The Company (as an “Indemnified Party”) and to keep The Company at all times fully indemnified from and against all losses arising as a result of any action or claim against The Company for the use of any client materials made available by You in the course of providing the Services which constitutes an infringement of any Intellectual Property Rights belonging to a third party.

9.2. In the event of an action or claim arising as under sub-Clauses 9.1, the Indemnifying Party shall have complete control over the litigation and/or settlement of the action or claim and shall keep the Indemnified Party fully informed of the same at reasonable intervals.

9.3. In the event of an action or claim arising as under sub-Clauses 9.1, the Indemnified Party shall:

9.3.1. Notify the Indemnifying Party immediately in writing upon becoming aware of the action or claim;

9.3.2. Make no admissions or attempt any settlements of the action or claim without the express written consent of the Indemnifying Party;

9.3.3. Provide the Indemnifying Party with all reasonable information and assistance reasonably required by the Indemnifying Party, at the Indemnifying Party’s cost, with respect to the action or claim; and

9.3.4. Allow the Indemnifying Party complete control over the litigation and/or settlement of the action or claim.

10. Warranties

10.1. Each Party hereby warrants to the other that it has the full power and authority to enter into this Agreement and to perform its respective obligations hereunder.

10.2. You represent, warrant, undertake and agree with The Company that all client materials shall not contain any material that has been obtained in violation of the Data Protection Act 2018, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations2003, the Official Secrets Act 1989, or any similar domestic legislation and nothing will, if published, constitute a contempt of court.

11. Limitation of Liability

11.1. Subject to sub-Clause 11.2, the Company shall not be liable to the Client for any loss of profit, indirect, special or consequential loss or damages.

11.2. Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, any breach of Clause 10 the indemnities in sub-Clause 9.1, or other form of liability that cannot be excluded or limited by law.

11.3. Subject to sub-Clause 11.1 and 11.2, to the extent permitted by law, each Party’s total liability to the other in respect of any claims arising out of, or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be, to the extent permitted by law, limited to the total sums paid or payable by You for the Services.

11.4. The Company shall not be liable for any errors, omissions or discrepancies in the Services once the Client has agreed to the same and signed off the work. Nor shall the Company be liable for any variances in colour and finishes in any printworks, artworks, images or other graphic designs whereby the Client has signed off proofs or agreed in writing that the Services are approved.

12. Data Protection

12.1. All personal information that The Company may use will be collected, processed, and held in accordance with the provisions of the Data Protection Act 2018, the UK General Data Protection Regulation (“UKGDPR”) and Your rights under the UKGDPR and any adaptation of the same which the UK implements.

13. Confidentiality

13.1. Each Party shall, at all times during the continuance of the Agreement and for 2 years after its termination:

13.1.1. keep confidential all Confidential Information;

13.1.2. not disclose any Confidential Information to any other party;

13.1.3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

13.1.4. not make any copies of, record in any way or part with possession of any Confidential Information; and

13.1.5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 13.1.1 to 13.1.4 above.

13.2. Either Party may:

13.2.1. disclose any Confidential Information to:

13.2.1.1. any sub-contractor or supplier of that Party;

13.2.1.2. any governmental or other authority or regulatory body; or

13.2.1.3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 13.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 13, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

13.2.2. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

13.3. The provisions of this Clause 13 shall continue in force in accordance with their terms, notwithstanding the termination of the Services.

14. Data Processing

14.1. In this Clause 14, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.

14.2. The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 14 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.

14.3. For the purposes of the Data Protection Legislation and for this Clause 14, the Client, namely You is the “Data Controller” and “The Company” is the “Data Processor”.

14.4. The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing will be provided to You and Entitled “Data Processing Schedule”.

14.5. The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in the Statement of Work and this Agreement.

14.6. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:

14.6.1. Process the personal data only on the written instructions of the Data Controller unless the Data  Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

14.6.2. Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in the Data Processing Schedule.

14.6.3. Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

14.6.4. Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:

14.6.4.1. The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

14.6.4.2. Affected data subjects have enforceable rights and effective legal remedies;

14.6.4.3. The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

14.6.4.4. The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

14.6.5. Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

14.6.6. Notify the Data Controller without undue delay of a personal data breach;

14.6.7. On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

14.6.8. Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 14 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

14.7. The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this Clause 12 without the prior written consent of the Data Controller. In the event that the Data Processor appoints a sub-processor, the Data Processor shall:

14.7.1. Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 14 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and

14.7.2. Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.

14.8. Either Party may, at any time, and on at least 30 calendar days’ notice, alter this Clause 14, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply and replace this Clause 14 by attachment to this Agreement

15. Force Majeure

15.1. No Party to this Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, pandemics, acts of war, governmental action or any other event that is beyond the control of the Party in question.

15.2. In the event that a Party to this Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous periodof3 months, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services completed up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Project.

16. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

17. Further Assistance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement and Statement of Work into full force and effect.

18. Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

19. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the terms of this Agreement, the Statement of Work or any other agreement at any time.

20. Assignment and Sub-Contracting

20.1. This Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contractor otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

20.2. The Company shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of The Company.

21. Time

The Parties agree that the times and dates referred to in this Agreement are for guidance only and are not of the essence of the Agreement and may be varied by mutual agreement between the Parties.

22. Relationship of the Parties

Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

23. Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.

24. Notices

24.1. All notices under this Agreement shall be in writing and be deemed duly given:

24.1.1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

24.1.2. when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

24.1.3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

24.1.4. on the tenth business day following mailing, if mailed by airmail, postage prepaid. In each case notices shall be addressed to the most recent address, e-mail address notified to the other Party.

25. Entire Agreement

25.1. The Agreement and the terms thereunder, including the Statement of Work, contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

25.2. Each Party shall acknowledge that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

26. Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.

27. Intellectual Property

27.1. All Intellectual Property Rights subsisting in any client materials provided by the Client shall at all times remain Your property (or its licensors, as appropriate). Nothing in this Agreement shall vest any rights in any material provided by, or otherwise belonging to You (or its licensors, as appropriate) in The Company. You hereby grant to the Company, a non-exclusive, non-transferable, revocable, worldwide licence to use any and all client materials for the purposes of providing the Services in accordance with this Agreement.

27.2. The Company shall retain the ownership of any and all Intellectual Property Rights that may subsist in any processes, methodologies, equipment built, coding or templates owned by the Company in the course of the Services and which is used in the course of The Company’s business for providing the Services. The Company shall be deemed to automatically grant a royalty-free, non-exclusive licence of any and all such rights to the Client to use the same in accordance with the terms of this Agreement.

27.3. In complying with the provisions of sub-Clause 27.2, the Company shall undertake to execute any such agreements and perform any such actions that may be necessary to put such licences into effect and shall exclusively bear any costs associated therewith.

27.4. Upon receipt of all sums due under this Agreement, the Company shall assign the ownership of any and all Intellectual Property Rights that may subsist in the final work representing the output Services produced by the Company, subject to the Intellectual Property referred to in sub-clause 27.2. The Client understands that Third-Party Rights will remain with the third-party.

27.5. In complying with the provisions of sub-Clause 27.4, the Company shall undertake to execute any such agreements and perform any such actions that may be necessary to put such assignments into effect and shall exclusively bear any costs associated therewith.

27.6. The Company reserves their right, and the Client accepts, to use any of the works or designs created in the Services for advertising or promotional material purposes.

27.7. The Company shall use all commercially reasonable endeavours to ensure that the final work representing the output Services are original to the Company and shall not knowingly infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.

27.8. If the Company, in the course of the Services, obtains a licence for use of any third-party product, it shall ensure that all the requisite steps are taken to transfer the licence into the name of the Client upon payment in full of the Fees. It shall be the Client’s responsibility to ensure that it complies with all usage terms, limitations and restrictions of the third-party. The Company shall not be liable for any breach of third-party terms by the Client. If a breach occurs the Client shall indemnify the Company against all claims, costs, liabilities and consequential losses associated to the breach.

28. Guarantee

28.1. The Company shall not guarantee that the product of all Services shall be free from any and all defects due to the nature of the Services provided. Any results of the Services will be dependent upon a number of factors and therefore no guarantee can be provided as to the reach or results the Services shall provide.

28.2. The Company requires the full and ongoing support and co-operation of the Client to ensure the results expected from the Services are achieved throughout the term of this Agreement. The Company shall provide the Client, should they be relevant to the Services, with implementation guidelines as detailed within the Statement of Work and subject to sub-Clause 7.5.

29. Law and Jurisdiction

This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

By signing this Agreement both Parties understand that a legally binding Contract, under these terms, has been formed and will be in force.

This Agreement has been duly executed the day and year first before written.