1 Definitions
In this Agreement, the following words shall have the following meanings:
'Agency Tools' means all design tools developed and/or utilised by the Agency in performing the Services, namely pre-existing and newly developed software ,including source code, Web -authoring tools, type fonts, and application tools, any other software, or other inventions whether or not patentable, and general concepts such as Website design, architecture, layout, navigational and functional elements.
'Client Content' means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and incorporation in the Deliverables.
'Claims' means all claims, demands and liability (whether civil or criminal, in tort, contract or otherwise) damages, losses, legal costs and other expenses, and all expenses and costs
(including legal costs) incurred in connection with any of the above.
'Deliverables' means the services and work product specified in the Proposal to be delivered by the Agency to the Client in the form and media specified in the Proposal.
'Fee(s)' means the amount(s) as set out in the Proposal.
'Final Art' means all creative content developed, created, or commissioned by the Agency, exclusively for the Project and incorporated into and delivered as part of the Final Art Deliverables, including, all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content and the Agency's selection, arrangement and co-ordination of such elements together with Client Content and/or Third Party Materials.
'Final Deliverables' means the final versions of Deliverables provided by the Agency and accepted by the Client.
'Intellectual Property' means all copyright, database rights, rights in respect of confidential information, and all other intellectual property rights.
'Parties' means the Agency and the Client, and 'Party' shall mean either one of them.
'Preliminary Works' means all artwork including concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Agency and which may or may not be shown and delivered to the Client for consideration but do not form part of the Final Art.
'Project' 'Project' means the scope and purpose of the Client's identified usage of the work product as described.
In the Proposal
'Proposal' means the specific Services to be provided by the Agency under this Agreement
'Services' means all services and the work product to be provided to the Client by the Agency as described and further defined in the Proposal.
'Third Party Materials' means proprietary third party materials which are incorporated into the Final Deliverables, including stock photography or illustration.
'Trademarks' means trade names, words, symbols. designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client.
2 Provision of Services
2.1 The terms of the Proposal shall be effective for 30 days after presentation to the Client. If an Agreement is not signed by the Client in that time, the Proposal will be subject to revision by the Agency.
2.2 The Agency shall provide the Services according to the Proposal to the Client in consideration for the Client paying the Fees to the Agency, subject to the provisions of this Agreement.
2.3 The Agency shall use such time and effort as may be necessary to complete the Services by the dates specified in the Proposal.
2.4 The Client agrees to review the Deliverables within the time identified for such reviews and to promptly either:
2.4.1 approve the Deliverables in writing or
2.4.2 provide any written comments and corrections sufficient to identify the Client's concerns, objections or corrections to The Agency,
2.5 The Agency shall be entitled to request written clarification of any concern, objection or correction provided by the Client.
2.6 The Client acknowledges and agrees that the Agency's ability to meet any schedules is entirely dependent upon the Client's prompt performance of its obligations to provide materials and written approvals and instructions concerning the Proposal. Any delays in the Client's performance or changes in the Services or Deliverables requested by the Client may delay delivery by the Agency.
2.7 Any delay caused by the Client shall not constitute a breach of any term of this Agreement or of the Agency's obligations under the Agreement.
2.8 The Services shall [only] be performed by the persons [named in the Proposal (or) agreed, from time to time by the Parties].
2.9 If the Agency wishes persons other than the [Agency (or) persons named in the Proposal (or) persons agreed by the Parties] to perform the Services, the Agency shall only do so after obtaining the prior written approval of the Client [which shall not be unreasonably withheld].
2.10 The Agency will exercise commercially reasonable efforts to test Deliverables which require testing and to make all necessary corrections prior to providing Deliverables to the Client.
2.11 The Client shall notify the Agency in writing, within 5 working days of receipt of each Deliverable, of any failure of such Deliverable to comply with the specifications set out in the Proposal, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. Any such written notice shall be sufficient to clearly identify with clarity any objection, correction or change or amendment, and the Agency shall undertake to comply in a commercially timely manner.
2.12 In the absence of such notice from the Client, the Deliverables shall be deemed accepted.
2.13 All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in the Agency's name in the form, size and location as incorporated by the Agency in the Deliverables, or as otherwise directed by the Agency, unless written objection has been submitted by the Client.
2.14 The Agency retains the right:
2.14.1 to reproduce, publish and display the Deliverables in the Agency's portfolios and websites, and in galleries, design periodicals and other media or exhibits, for the purposes of recognition of creative excellence or professional advancement
2.14.2 to be credited with authorship of the Deliverables in connection with such uses.
2.15 Either party, subject to the other's approval, not to be unreasonably withheld, may describe its role in relation to the Project and, if applicable, the services provided to the other party, on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party's website.
3 Insurance
3.1 The Agency shall have in place one or more insurance policies:
3.1.1 to cover the liabilities that may arise from the Agency, the Agency's employees or sub-contractors performing the Services; or
3.1.2 as may be required by the Client from time to time, and the insurance policies shall remain in force during the period this Agreement is in force.
3.2 At the request of the Client, the Agency shall supply a copy of the insurance policies to the Client.
4 Fees
4.1 The payment of the Fees shall be made by the Client to the Agency within 30 days of the date of the Agency's invoice in respect of the Services specified in the invoice. All amounts stated are exclusive of VAT (or any other tax or duty levied by any government or other authority) on the value of the Services supplied and any other applicable taxes, which will be charged in addition at the rate in force at the time the Client is required to make payment. When making a payment the Client shall quote relevant reference numbers and the invoice number.
4.2 The Client shall pay expenses incurred by the Agency in connection with delivery of the Services as follows; unless specifically otherwise provided for in the Proposal.
4.2.1 incidental and out-of-pocket expenses including telephone calls, postage, shipping, overnight couriers, service bureaus, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and taxis at cost plus 5%
4.2.2 mileage reimbursement at 60p per mile
4.2.3 travel expenses including transportation, meals, and lodging, incurred by the Agency with the Client's prior approval.
4.2.4 outside costs including equipment rental, photographic costs and fees, photography and artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees.
4.3 Where the Agency purchases services from a third party, subject to the Client's prior approval, the Agency shall:
4.3.1 invoice the Client in advance of the Agency's payment date to ensure that the Client may receive the benefit of any pre-payment discount;
4.3.2 ensure that the charges to the Client are net of any commission and discount to the Agency;
4.3.3 ensure that all discounts are available to the Client, provided that the Client meets the Agency's terms of payment; and
4.3.4 attach to the invoice proof of the supplier's charges.
4.4 In the event that the Client fails to make the payment for the Services in accordance with Condition 4.1, fails to pay any other debt due and payable to the Agency or otherwise commits any breach of the Contract, then all sums outstanding in respect of the Services shall become payable immediately and the Agency may in its absolute discretion forthwith without notice and without prejudice to any other rights which it may have:
4.4.1 suspend all future provision of Services to the Client under the Contract in question or under any other contract and/or terminate the Contract or any other contract(s) without liability upon its part; and/or
4.4.2 withhold delivery and any transfer of ownership of any current work. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditional on receipt of payment in full which shall be inclusive of all outstanding Fees.
4.4..2 require payment of interest on all amounts due at a compound annual rate of 3% per annum above the base lending rate of Lloyds Bank Plc. from time to time in force on a day to day basis computed from the date when payment for the Services in question became due to the date of actual payment and any such interest shall accrue after as well as before any judgement or
4.4.3 require payment of a monthly service charge of 1.5 % payable on all overdue balances on a day to day basis computed from the date when payment for the Services in question became due to the date of actual payment and any such interest shall accrue after as well as before any judgement. Payments will be applied first to late payment charges and then to unpaid balances.
4.4.4 in addition the Client shall reimburse all reasonable costs incurred by the Agency in obtaining payment from the Client of any amounts payable by the Client to the Agency, which are overdue.
4.5 The Agency shall have the same additional rights referred to in Condition 4.4 in the event that any distress or execution shall be levied upon any of the Client's goods or if the Client offers to make any arrangement with his creditors or commits an act of bankruptcy or if any petition in bankruptcy be presented against the Client, or if being a limited company any resolution or petition to wind up the Client (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if bankruptcy proceedings shall be commenced in respect of the Client or if an Administration Order is made or an Administrative Receiver appointed or if a receiver or manager shall be appointed over the whole or any part of the Client's business and in such event all sums due in respect of the Services shall become payable immediately.
4.6 Unless otherwise provided in the Proposal, and except as otherwise provided for in this Agreement, the Client shall pay additional charges for changes requested which are outside the scope of the Services, on a time and materials basis, at the Agency's standard hourly rate. Such charges will be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. The Agency may extend or modify any delivery schedule or deadlines in the Proposal or Deliverables as may be required by such changes.
4.7 If the client requests or instructs changes that result in more than a 10% increase in the time required to produce the Deliverables, and/ or the value or scope of the Services, the Agency shall be entitled to submit a new and separate Proposal to the Client for written approval. Work will not begin on the revised Services until the new Proposal has been signed and additional retainer fees are received by the Agency.
5 Client's obligations
5.1 During the performance of the Services, the Client will be responsible for performing the following in a reasonable and timely manner:
5.1.1 co-ordination of any decision-making with parties other than the Agency;
5.1.2 provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
5.1.3 final proofreading.
5.2 In the event that the Client has approved Deliverables, but errors, such as typographic errors or misspellings remain in the finished product, the Client shall incur the cost of correcting such errors.
6 Exclusivity
6.1 The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between them.
6.2 The Client may engage any third party to perform any Services of a same or similar nature to those provided by the Agency.
6.3 The Agency may offer and provide design services to third parties, solicit other clients and otherwise promote the services offered by the Agency.
7 Use of sub-contractors
7.1 The Agency is permitted to use other persons to provide some or all of the Services.
7.2 The Agency shall be responsible for the work of a sub-contractor to the same standard as stated in this Agreement and the Proposal.
8 Confidentiality
8.1 Each Party ('Receiving Party') shall keep the confidential information of the other Party ('Supplying Party') confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party's obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party's obligations under the provisions of this clause, and ensure that the Receiving Party's officers, employees and agents meet the obligations.
8.2 The obligations of clause 8.1 shall not apply to any information which:
8.2.1 was known or in the possession of the Receiving Party before the Providing Party provided it to the Receiving Party;
8.2.2 is, or becomes, publicly available through no fault of the Receiving Party;
8.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
8.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
8.2.5 is required to be disclosed by order of a court of competent jurisdiction.
8.3 This clause 8 shall survive termination of this Agreement for a period of 1 year.
9 Term
This Agreement shall become effective on the Commencement Date and remain in force until the Services are completed and delivered to the Client.
10 Intellectual Property
10.1 The copyright and database right and all other intellectual property rights in the Final Deliverables created or prepared by the Agency in performing the Services shall belong to the Agency. The Agency grants to the Client a non-exclusive, non-transferable perpetual, worldwide License to use the Final Deliverables only for the purpose specified in the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify the Final Deliverables.
10.2 The Agency Tools are and shall remain the exclusive property of the Agency. The Agency grants to the Client a non-exclusive, non-transferable (except to the Client's web host and/or internet service provider) perpetual, worldwide License to use the Agency Tools with the Final Deliverables, solely to the extent necessary for the fulfilment of the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Agency Tools comprising any software or technology of the Agency.
10.3 The Agency retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to the Agency within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of the Agency.
10.4 The Agency retains all rights in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The Client shall return all original artwork to the Agency within 30 days of completion of the Services.
10.5 On completion of the Services, and subject to full payment of all fees and costs due, the Agency assigns to the Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by The Agency for use by the Client as a Trademark. The Client has sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and registration and do not otherwise infringe the rights of any third party.
10.6 On completion of the Services, and subject to full payment of all fees and costs due, the Agency grants to the Client the rights to Final Art as detailed in Schedule 2 below.
10.7 The Agency shall assist the Client in any reasonable manner to obtain and enforce for the Client's benefit any right covering the Intellectual Property in any country, and shall, at the Client's request and expense, execute any assignment or other lawful document deemed necessary by the Client to carry out the purposes of this Agreement.
10.8 Client Content shall remain the sole property of the Client. The Client grants to the Agency a non-exclusive, non-transferable license to use, reproduce, modify, display and publish Client Content solely in connection with the Agency's performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement.
10.9 Third Party Materials are the exclusive property of their respective owners. The Agency shall:
10.9.1 inform the Client of all Third Party Materials that may be required to perform the Services or otherwise integrated Into the Final Art.
10.9.2 inform the Client of any need to License, at the Client's expense
10.9.3 obtain the license(s) necessary to permit the Client's use of the Third Party Materials consistent with the usage rights granted in this Agreement, unless otherwise provided for by the Client.
10.10 This clause 10 shall survive termination of this Agreement for a period of 5 years.
11 Warranties, liability and indemnities
11.1 The Agency warrants, represents and undertakes that:
11.1.1 it will carry out the work by the date(s) specified in the Proposal or the dates agreed by the Parties to this Agreement;
11.1.2 it will carry out the Services with all due skill and diligence and in a good and workmanlike manner, and in accordance with applicable laws and regulations and the best practice within the design industry ('Best Practice');
11.1.3 the Agency's employees and agents will have the necessary skills, professional qualifications and experience to perform the Services in accordance with the Proposal and Best Practice;
11.1.4 it has full capacity and authority to enter into this Agreement;
11.1.5 it has obtained all necessary and required licences, consents and permits to perform the Services;
11.1.6 the Final Deliverables are the original work of the Agency and/or its agents, and are and will be free and clear of all encumbrances, charges, liens, licences or other restrictions;
11.1.7 the Client's use, reproduction, and distribution of the Final Deliverables does not and will not violate the rights of any third party or any applicable law or regulation;
11.1.8 save that any modification or other use of the Final Deliverables by or on behalf of the Client outside the scope of the Proposal and the terms of this Agreement shall not be covered by any warranty of the Agency.
11.2 The Client warrants, represents and undertakes that in entering into this Agreement it does not breach any obligation to any third party, and that its performance of its obligations under this Agreement will not breach any applicable law or regulation.
11.3 If the Agency performs the Services or any part of the Services negligently or materially in breach of this Agreement or the Proposal, then, if requested by the Client, the Agency will re-perform the relevant part of the Services. The Client's request must be made within [6] months of the date on which the Agency completes performing the Services or termination of this Agreement.
11.4 Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.
11.5 The Agency shall indemnify the Client against:
11.5.1 any Claims suffered by the Client based upon or related to any finding of fact which is inconsistent with the Agency's representations and warranties made herein, except where such Claims arise directly as a result of the negligence or misconduct of the Client;
11.5.2 any Claims suffered by the Client based upon or related to the Agency's performance of the Services, including any claim of libel, slander, plagiarism, invasion of privacy, or infringement of copyright or other Intellectual Property interest, except where the Claim arises out of material provided by the Client and incorporated into Final Deliverables by the Agency.
11.6 In the event of any Claim, the Client shall promptly notify the Agency in writing and:
11.6.1 the Agency shall have sole control of the defence and all related settlement negotiations;
11.6.2 the Client shall provide The Agency with the assistance, information and authority necessary to perform the Agency's obligations;
11.6.3 the Agency shall have no obligation to indemnify the Client against any claim due to Client Content, unauthorised content, improper or illegal use, or failure to update or maintain any Deliverables provided by The Agency.
11.7 The Client shall indemnify the Agency from all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party due to any breach of the Client's responsibilities or obligations, representations or warranties under this Agreement. In particular the Client shall indemnify the Agency against:
11.7.1 any Claims suffered by the Client which result from the use by the Agency of any material provided by the Client, where Final Deliverables provided by the Agency are materially changed by the Client;
11.7.2 all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client's failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to material included in the Final Art;
11.7.3 all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client's use of or failure to obtain rights to use the Trademark.
11.8 In the event of a claim demand or action, the Agency shall promptly notify the Client in writing and:
11.7.1 the Client shall have sole control of the defence and all related settlement negotiations;
11.7.2 the Agency shall provide the Client with reasonable assistance, information and authority necessary to perform the Client's obligations;
11.7.3 the Client will reimburse the reasonable expenses incurred by the Agency in providing such assistance.
11.9 Save as is expressly provided by Conditions 11.1, 11.3 to 11.5, which are without prejudice to each other, and Condition 11.8, the Agency shall not be liable for any loss, damage, claims, liabilities, fees (including legal fees) or expenses (whether direct, indirect, consequential or otherwise and whether arising in tort, contract or otherwise) of any kind whatsoever suffered or incurred by the Client arising out of or in connection with the provision of the Services by the Agency. Any legal liability incurred by the Agency to the Client shall expressly exclude any other persons or agents.
11.10 The liability of the Agency to the Client for any loss or damage shall be limited to the net profit of the Agency.
11.11 Save as expressly provided in this Agreement, all warranties and conditions relating to the performance of the Services by the Agency (whether implied by Statute or otherwise) are hereby excluded.
12. Solicitation
In the event that during the term of this Agreement and for a period of 12 months after termination of this Agreement the Client enters into a contract of/for services with:
12.1 any person who was engaged in the provision of the Services (a 'Person');
12.2 any other employee of the Agency (an 'Employee'); or
12.3 any other person, firm or Agency (an Agency') for the provision by the Agency of services equivalent to the Services, where the Agency employs in connection with the provision of such services any Person or Employee, the Agency shall have the right to charge and the Client will be liable to pay the Agency a fee equal to the greater of
12.3.1 25% of the annual salary of the Person or Employee as at the date he/she ceases to work for the Agency; or
12.3.2 25% of the person's starting salary with the Client; or
12.3.3 25% of fees paid to that person where that person is contracted by the Client.
12.4 For the purpose of calculating the annual salary of the Person or Employee the average weekly gross earnings of such Person or Employee (taking the average weekly gross earnings for the previous 12 week period) shall be multiplied by 52.
13 Termination
13.1 Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party ('Other Party'). The notice will take effect as specified in the notice if:
13.1.1 the Other Party is in material breach of its obligations under this Agreement, where the breach is capable of remedy within 30 days and the breach is not remedied within 30 days by the Other Party having received written notice which specifies the breach and requires the breach to be remedied; or
13.1.2 the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or
re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party's assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
13.2 In the event of termination, the Agency shall be entitled to payment for Services performed, together with expenses and additional costs incurred to the date of termination as follows:
13.2.1 any advance payment;
13.2.2 fees for work done, calculated on a pro-rata basis; or
13.2.3 fees for work done, calculated on an hourly basis, whichever is greater.
13.3 On the termination of this Agreement for any reason, the Agency shall:
13.3.1 deliver, and require that its employees, agents and sub-contractors to the Client deliver all Final Deliverables and any other property of the Client which are in the possession or control of the Agency or the Agency's employees, agents or sub-contractors at the date of termination subject to the Client's paying in full all amounts due under this Agreement;
13.3.2 grant right and title to Deliverables provided to and accepted by the Client at the date of termination.
13.4 The Agency shall provide reasonable co-operation in arranging for the transfer or approval of third parties' interests in contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then used, following appropriate release from its obligations therein.
13.5 Each Party shall, on expiry or termination of this Agreement, return the Confidential Information of the Other party, or destroy such information at the specific request of the Supplying Party.
14 General
14.1 Force Majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 4 weeks, either Party may terminate this Agreement by written notice to the other Party.
14.2 Amendments
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
14.3 Assignment
14.3.1 The Agency shall not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the Client.
14.3.2 The Client may assign or otherwise transfer this Agreement and all of its rights and obligations under this Agreement, to any third Party at any time on notice to the Agency.
14.4 Entire agreement
This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
14.5 Waiver
No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
14.6 Agency, partnership etc.
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf.
14.7 Further assurance
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
14.8 Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
14.9 Announcements
No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement, or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
14.10 Interpretation
In this Agreement unless the context otherwise requires:
14.10.1 words importing any gender include every gender;
14.10.2 words importing the singular number include the plural number and vice versa;
14.10.3 words importing persons include firms, companies and corporations and vice versa;
14.10.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
14.10.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered
paragraphs of that schedule;
14.10.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow
that thing to be done or omitted to be done;
14.10.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the
interpretation;
14.10.8 any reference to an enactment includes reference to that enactment as amended or replaced from
time to time and to any subordinate cumulative legislation or byelaw made under that enactment; and
14.10.9 where the word 'including' is used in this Agreement, it shall be understood as meaning'including
without limitation'.
14.11 Notices
14.11.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or
air mail, or e-mail (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of this Agreement, or to such other address as that Party may from time to time notify to the other Party in accordance with this clause 14.11.1
The relevant contact information for the Parties is as follows:
Agency: notice@WotsTheBigIdea.com
Client:
14.11.2 Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail or next working day after sending (in the case of e-mail).
14.11.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.
14.12 Dispute Resolution
If any dispute or difference arises out of or in connection with this Agreement the Parties shall seek to resolve the dispute or difference amicably by using an alternative dispute resolution procedure acceptable to both parties before pursuing any other remedies available to them. Nothing contained in this clause shall restrict either party's freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary or trade secret right.
14.13 Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
14.14 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
