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ANIMAL BOOKING TERMS & CONDITIONS

         1. About

1.1       Agency details. Urban Paws Agency Ltd (company number 11041109) (the “Agency”) is a company registered in England and Wales with its registered office atVO14 @ Baltic Creative, 49 Jamaica Street, Liverpool, L1 0AH. It operates the website urbanpawsuk.com

1.2        To contact the Agency, telephone the customer service team at 0208 161 6556 or email at info@urbanpawsagency.com

         2. Background

2.1       The Agency is the UK’s leading animal talent agency in the business of supplying pets and animals to industry professionals, including but not limited to film producers, television studios, theatre productions, PR agencies and in-house marketing teams.2.2       The Agency agrees to supply to you (the “Client”) an animal model or talent (the “Animal Talent”) in accordance with the terms and conditions set out below (these “Terms”) and the specifications set out in the booking confirmation form (“Confirmation Form”).

2.3       The Confirmation Form together with these Terms shall constitute the entire agreement between the Client and the Agency (this “Agreement”).

2.4       This Agreement shall become binding once the Agency has received back a signed copy of the Confirmation Form. However, should the Confirmation Form not be received, but the Client proceeds with the booking, the Client will be deemed to have accepted the terms of this Agreement.

2.5       In the event of any inconsistency or contradiction between these Terms and the Confirmation Form, these Terms shall prevail and bind the parties.

3. Bookings

3.1       Permitted Use. Payment of the booking fees grants the Client the right to use the images and/or footage of the Animal Talent for the purposes, duration, and within the territory specified in the Confirmation Form (the “Permitted Use”). Further details of the Agency’s usage terms and costs are set out in its Rate Card, which the Client can access upon request. The rights granted under this clause are conditional upon the full payment of all fees due to the Agency prior to first use of the images and/or footage. No right to reprint, re-air or make any other use other than the Permitted Use is granted to the Client unless approved by the Agency subject to section 4.1 (Additional Usage).

         3.2       Working Hours and Overtime

3.2.1    The Animal Talent working hours shall be monitored and shall comply with all laws ensuring compliance with legal requirements applicable to time.

3.2.2    Fees are charged by the day or by the hour. A ‘day’ is an 8-hour period (including one hour for lunch) between 9am and 6pm. Should the Animal Talent’s services extend beyond the mutually agreed upon time, the Client will incur overtime charges at a rate of £175 per hour, or any portion thereof. These additional fees are payable directly to the Animal Talent’s handler (the “Animal Handler”).

3.2.3    Additional fees will also be charged for shoots extending beyond 6pm, as they will be considered night shoots. Furthermore, shoots occurring on weekends, bank holidays and public holidays will also incur additional charges.

3.3       Travel and Accommodation

3.3.1    Any costs expended by the Animal Handler travelling to or from the Client’s venue or location will be reimbursed by the Client, including but not limited to the costs of fuel (charged at 55p per mile), congestion charges, Ultra Low Emission Zone (ULEZ) and Low Emission Zone (LEZ) charges, public transport, flights, taxis and parking.

3.3.2    Should the Animal Talent and/or Animal Handler require accommodation as part of delivering the services, the Client is obligated to reimburse all related accommodation expenses. For the avoidance of doubt, all lodging arrangements must be suitable and receive prior approval from the Agency.

3.4    Fitting Fees. Any time spent by the Animal Talent for fittings is charged at £35.00 per hour with a minimum charge of £70.00.

3.5    Additional Expenses: All expenses incurred by the Agency on the Client’s behalf or at the Client’s request will be charged to the Client and will include an uplift of 20% of the total amount of the expenses.

3.6       Location Bookings

3.6.1  When a location booking is made, the Client must provide safe and appropriate transport for the Animal Talent and Animal Handler both to the location and back again unless agreed otherwise. If the Client fails to provide such transport, then the Agency shall be entitled to re-charge the cost of the transport procured for the Animal Talent and Animal Handler in accordance with clause 3.5 (Additional Expenses).

3.6.2    When a location booking is made, the Client will undertake an appropriate and prudent health and safety assessment of the location and shall notify the Agency of any potential risks and how these have been mitigated in accordance with good industry practice and applicable law. The Client acknowledges and agrees that at all times the Animal Talent’s health and safety is of paramount importance and shall ensure that the highest standards of health and safety are complied with whilst on any location bookings.

3.6.3    Veterinary Presence. When a location booking is made, the Client will either (a) instruct, and be liable for all associated costs of, a suitably qualified and experienced veterinarian who will attend for the entirety of the period during which the Animal Talent provides the services pursuant to the Confirmation Form; or (b) identify and effect written record of the contact details for the veterinarian practice nearest to the booking location, annotating the Risk Assessment document with the same. In some instances, the Agency may elect to arrange and provide a veterinarian. Should the Agency facilitate this, the Client agrees to reimburse the Agency for all associated veterinarian fees and expenses, plus an additional uplift of 20% in accordance with clause 3.5 (Additional Expenses).

4. Additional Fees. All additional fees are to be agreed at the time of the booking or before any additional usage in accordance with clause

4.1.4.1       Additional Usage. Additional fees are payable for the right to use the Animal Talent’s image or reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings or anticipated purposes which are in addition to and outside the scope of the Permitted Use, details of which are set out in the Confirmation Form, e.g. packaging, point of sale, posters etc. For the avoidance of doubt, additional fees are payable for the right to use the Animal Talent’s image or reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings online or in any digital media including but not limited to on all social media platforms.

4.2       Other Services. Additional fees are also payable for other services to be supplied by the Animal Talent, either as part of a booking or as requested by the Client on a shoot, for example, personal appearances for PR purposes and posting images and/or footage on the Animal Talent’s associated social accounts and media feeds. Fees for such services will be negotiated on a case-by-case basis between the Client and the Agency. The Client shall only be permitted to shoot behind the scenes footage on the basis of an agreement in writing in advance and a payment of an additional fee agreed pursuant to this clause 4.2.

4.3       Call Sheets. The Client is obliged to send the final call sheet directly to the booking agent at the Agency. This must be done no later than 6pm, 24 hours prior to when the Animal Talent’s services are scheduled to begin as per the Confirmation Form. If the Client fails to meet this deadline, the call sheet may still be sent direct to the Animal Handler. However, failure to provide the call sheet by the specified deadline will result in the Client being responsible for payment of the full cancellation charges in accordance with clause 9.

4.4       All modifications, extensions and renewal of bookings shall be at the sole discretion of the Agency.

5. Agency Fees

         5.1       All Bookings: Both the Agency fees and Animal Talent disbursement will be invoiced by the Agency.

         5.2       Value Added Tax (“VAT”): All sums payable under this Agreement are exclusive of VAT and any other similar or equivalent taxes or duties which shall be payable in full without set off by the Client.

6. Invoicing

6.1       Payment from the Client for all invoices is due within 7 days from the invoice date (unless otherwise agreed). This payment term shall not be extended or restarted by any subsequent amendments, revisions to the booking, or new purchase orders. In all cases, the person booking the Animal Talent is the Client, who will be invoiced and solely responsible for payment, unless otherwise agreed in writing at the time of booking. The Agency reserves the right in its discretion to invoice the ‘ultimate client’, (e.g. designer / manufacturer / owner of the product in question). For example, this may be done if the Client is booking on behalf of the ultimate client, in which case the Client and the ultimate client are jointly and severally liable to pay all of the fees and shall settle the invoice accordingly. All fees for usage are for the right to use the Animal Talent’s image and once agreed, are payable whether or not the right is exercised. Unless the Agency specifically agrees otherwise, in writing, no usage for the Animal Talent’s image is permitted until the Agency has received payment in full. The Agency reserves the right to alter payment terms if it deems appropriate, prior to booking.

         6.2       If the Client fails to pay in full on the due date any amount which is payable to the Agency, without prejudice to any other right or remedy of the Agency, the amount outstanding shall bear interest both before and after any judgment at five per cent per annum over Barclays Bank plc base rate from time to time from the due date until up to and including the date that payment is made in full and such interest shall be compounded and accrued on a daily basis. An additional fee of £175.00 for late payments will apply.

6.3       In the event the Client is providing the services on behalf of or to a third party end user, in entering into the Agreement the Client is acting in its capacity as the agent of the third party end user and the Client (a) acknowledges its obligations to the Agency including but not limited to the obligation to pay the Agency within 7 days of the date of any invoice received from the Agency; (b) acknowledges that the third party end user may not use the images and/or footage until payment is received by the Agency and that at all times the third party end user is subject to any restrictions as to use of the images and/or footage including but not limited to territorial restrictions and restrictions as to media in which the images and/or footage may be used in accordance with Rate Card; (c) any fees received by the Client from the third party end user relating to any of the rights or benefits conferred on the Client by this Agreement shall be deposited in a designated Agency account by the Client (the “Third Party End User Fees”). The Third Party End User Fees shall be held on trust for the Agency as beneficiary until such time as all outstanding fees owed by the Client are paid in accordance with the terms of the Agreement.

7. Exclusivity Fees. Unless otherwise agreed in the Confirmation Form, the Animal Talent is supplied to the Client by the Agency on a non-exclusive basis and the Animal Talent shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the Client. An additional fee will need to be agreed when the use of the Animal Talent’s image or the service to be supplied by the Animal Talent in relation to a product is required on an exclusive or semi-exclusive (for example sector specific or territorial exclusivity) basis which precludes supplying services or allowing the use of the Animal Talent’s image for competing and/or particular sector of products or within a particular territory. The Animal Talent can supply services to any competitor, and the Agency can allow use of the Animal Talent’s image by any competitor unless such an exclusivity fee is negotiated and paid by the Client. It is the Client’s responsibility to carry out any research to check and determine for itself whether the Animal Talent supplied has undertaken or is booked to undertake any conflicting work.

8. Provisional Bookings. Provisional bookings will be automatically cancelled if they are not confirmed by the Client (by signing and returning the Confirmation Form) within 24 hours of the proposed booking.

9. Cancellations

9.1       Cancellation of booking by the Client:

9.1.1    Should a booking be cancelled by the Client within 24 hours of the scheduled call time, the full booking fee will be charged and is payable by the Client;

9.1.2    Should a booking be cancelled by the Client more than 24 hours but less than 48 hours prior to the scheduled call time, half the booking fee will be charged and is payable by the Client.

9.2       Cancellation of booking by the Agency:

9.2.1    Should the Agency want, need or have to cancel a booking then it shall use reasonable endeavours to provide the Client with reasonable notice, take steps to offer to the Client a suitable replacement and/or substitute Animal Talent and take such other reasonable steps as are reasonably practicable to mitigate against such cancellation.

9.2.2    In any event the Agency shall be entitled to cancel a booking at any time and for any reason prior to the scheduled call time without liability to the Client and the Client will procure the necessary insurance cover with a reputable insurance provider to protect against such cancellation and any associated liability and the Agency shall not be liable to the Client for any costs incurred as a result of such cancellation.

10. Weather Related Cancellations. On the first occasion of cancellation due to weather related conditions, half the booking fee is charged and payable by the Client unless the Client fails to cancel in time to prevent the Animal Talent’s attendance in which case the full booking fee is charged and payable by the Client. On the occasion of the second cancellation due to weather conditions and any subsequent cancellations the full booking fee is charged and payable by the Client.

11. Meals. If the Animal Talent is required to work an 8-hour day, in accordance with clause 3.2, the Client shall provide the Animal Handler with food and drink (taking into account dietary requirements) whilst the Animal Talent is providing services to the Client on all bookings.

12. Animal Talent and Animal Handler Care & Safety. The Client holds sole responsibility for treating the Animal Handler with respect and professionalism. Furthermore, the Client must ensure the safety, health and well-being of the Animal Talent, whether this duty is carried out directly or through third parties engaged by the Client for service delivery. Such steps shall include without limitation: (a) ensuring that the venue or location for the provision of the services and the working conditions are entirely safe and secure and maintained at a suitable temperature and allow the Animal Talent and Animal Handler to provide the services in compliance with all health and safety best practice, standards, regulations, codes and laws; (b) allowing the Animal Talent to take suitable and regular rest periods; (c) ensuring that all of the third parties engaged by the Client in relation to the delivery of the services are suitably qualified, experienced and professional and treat the Animal Talent and Animal Handler in a professional and respectful manner; and (d) ensuring that no one imposes upon the Animal Talent and Animal Handler any action, activity or environment which is either dangerous, degrading, unprofessional, unsafe and/or demeaning to the Animal Talent and/or Animal Handler.

13. Warranties and Indemnities

           Client Warranties and Indemnity

13.1     The Client warrants and represents to the Agency that (a) it has full capacity to enter into this Agreement and perform its obligations under this Agreement; (b) the Confirmation Form is executed by a duly authorised representative of the Client; (c) it will take all steps necessary to ensure that the Animal Talent is protected and treated in accordance with all applicable laws, good industry practice and clause 12 (Animal Talent and Animal Handler Care & Safety) above; (d) it has all necessary permits, licences and consents to enter into and to perform its obligations under this Agreement and such obligations shall be performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments; and (e) it will promptly disclose to the Agency in writing all necessary information (including without limitation the location and length of the shoot and requirements for any foreign travel) and details relating to the provision of the services to enable the Agency to ensure that the Animal Talent is suitably prepared and able to perform the services.

13.2     The Client shall indemnify the Agency in full 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Agency, the Animal Talent and/or the Animal Handler arising out of or in connection with (a) any breach by the Client or any third parties engaged by the Client of any terms of this Agreement; (b) any claim brought by a third party against the Agency in circumstances where, as a result of the Client’s acts or omissions, the distribution of images and/or footage, in whatever form, outside of the agreed territory and in breach of this Agreement has caused the Agency to be in breach of the terms of an exclusive agreement with such third party; and (c) any breach by the Client of any applicable laws and regulations including but not limited to any breach of applicable health and safety or employment laws and regulations as amended from time to time.

         Agency Warranties

13.3     The Agency warrants and represents to the Client that (a) it has full capacity to enter into this Agreement and perform its obligations under this Agreement; (b) it and the Animal Handler will act in accordance with all applicable laws and regulations; (c) it will ensure there are sufficient handlers for the animals providing services and any and all animals are sufficiently and appropriately qualified and experienced; (d) the Animal Handler or any other individuals providing the services and/or animals have all necessary licences and permits; (e) the Animal Talent is well behaved and appropriately trained for the provision of these services; (f) the Animal Handler is aware of and will comply with the RSPCA’s guidelines and best industry practices for the involvement of the Animal Talent in productions; (g) the Animal Handler will remain in control of the Animal Talent at all times; (h) the Animal Handler will cooperate with and advise the Client and other participants at the shoot (or other activity) regarding the Animal Talent, shoot location and conditions to ensure the safety of any and all attendees, and the wellbeing of the animal(s).

14. Theatre

14.1     Theatre bookings provide the Client with the right to make use of an Animal Talent’s services for the specified show in accordance with this Agreement, and the right to allow photographers and/or videographers to be present to take photographs and/or videos of the show on the basis that all such material (or reproductions etc) is exploited for reporting purposes only. The Client is responsible for ensuring that all photographers and/or videographers present are aware of and comply with this condition and the Client will procure that they abide by these Terms. If any other usage is required (included, but not limited to, look books, ecommerce, and broadcasting and/or live streaming of the specified show) it must be negotiated and agreed with the Agency at the time of the booking.

14.2     If the Animal Talent cannot perform on the day, the Agency will endeavour to find a suitable replacement however this is not binding. A dressing room must be provided for the Animal Talent and the Animal Handler.

15. Music Videos, Promotional Films. All fees will be negotiated, structured and paid by the Client on a case-by-case basis. In normal circumstances there will be a fee for the shoot plus an additional buyout fee payable by the Client. If not booking direct, the Client (usually the music company) will be invoiced by the Agency as the ultimate Client (see clause 6).

16. Test & Experimental Photography and Videos. When the Agency agrees to allow a photographer or videographer to take test or experimental photography and/or videos, the photographer or videographer is not entitled to use, or allow others to use, test and/or experimental photographs or videos, or test commercials for commercial purposes unless specific arrangements have been made and agreed in writing before the photographic or video session.

17. Intellectual Property Rights

17.1     The photographer, videographer and/or the Client and anyone obtaining rights from or through the photographer, videographer and/or the Client is not entitled to use the images and/or footage for any usage beyond the Permitted Use, or any other usage agreed or permitted in accordance with clause 3.1 (Permitted Use), clause 4 (Additional Fees), clause 14 (Theatre Shows), clause 15 (Music Videos, Promotional Films) and clause 16 (Test & Experimental Photography and Videos). The Client will procure that the photographer, videographer and/or the Client agrees to restrict the use and exploitation of the copyright content of the photograph/footage or any other intellectual property rights. If the Client is not the photographer and/or videographer, the Client shall draw the terms of this Agreement to the attention of the photographer and/or videographer and procure his/her agreement to such terms before the shoot (or other activity) commences.

17.2     All rights not expressly granted to the Client under this Agreement are hereby fully reserved to the Agency. In particular, the Client acknowledges and agrees that the Agency is the owner or licence holder of all commercial rights and intellectual property rights relating to the Animal Talent, the Animal Handler and the Agency, and the Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the Animal Talent, the Animal Handler or the Agency other than the rights specifically granted to the Client under this Agreement.

17.3     For the avoidance of doubt, notwithstanding anything in this Agreement, including but not limited to any grant of exclusivity over the use of the images, the Client acknowledges and agrees that the Agency and the Animal Handler may use the images/footage (or reproductions etc) resulting from any booking in any form whatsoever for the following purposes (a) in order for the Animal Handler and the Agency to promote the Animal Talent and in the search of future booking opportunities for the Animal Talent; and (b) for internal and promotional purposes. Subject to the remainder of this clause 17, the Animal Handler and the Agency acknowledge and agree not to exploit the images/footage for commercial purposes, other than as set out in this Agreement.

18. Limitation of Liability

18.1     Nothing in this Agreement limits any liability which cannot legally be limited, including liability for (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation.

18.2     Subject to clause 18.1 above, the Agency will not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill or reputation; (g) product recall costs; (h) a decision by the Animal Handler to require an Animal Talent substitute who attends and/or performs the booking; and (i) any indirect or consequential loss.

18.3     Subject to clause 18.1, the Agency’s total liability to the Client arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 50% of the amount of charges/fees payable under this Agreement.

18.4     Unless the Client notifies the Agency that it intends to make a claim in respect of an event within the notice period, the Agency shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 14 days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

19. Insurance. The Client shall effect and maintain (and shall require its ultimate client, if any, to effect and maintain), throughout the continuance of this Agreement, insurance policies which provide appropriate coverage adequate enough to cover all liabilities and risks of the Client that may arise under this Agreement and any insurance cover it is required to effect and maintain in accordance with applicable law. Such insurance policies shall include without limitation (a) cancellation insurance to protect against the potential liabilities which the Agency and the Client may incur as a consequence of the provisions of clause 9 (Cancellations) and clause 10 (Weather Related Cancellations); (b) employee liability insurance, which covers any Animal Handler who is delivering the services to the Client under the Client’s direction and control as if he/she were an employee of the Client, in an amount sufficient to cover the health and safety and future earnings of such Animal Handler; (c) public liability insurance to a level of not less than £5M; and (d) travel insurance to cover the activities of the Animal Talent and Animal Handler whilst travelling to and from the location of the services.

20. Contract and Authority. All matters relating to the use of the Animal Talent’s image, the Animal Talent’s services and all applicable fees must be negotiated and agreed solely with Agency. The Client shall not attempt to negotiate, nor allow others to negotiate, with the Animal Handler directly. If the Client or any other person on their behalf or connected with them obtains the Animal Handler’s signature on any document or the Animal Handler’s purported verbal agreement to anything outside of the scope of this Agreement, such signature or verbal agreement shall not constitute a variation of this Agreement and is not binding on the Agency unless and until it is agreed in writing by the Agency (such agreement to be determined in the Agency’s absolute discretion).

21. Complaints and Disclaimer. Any cause for complaint must be reported to the Agency by the Client as soon as it arises. Complaints cannot be considered and/or dealt with effectively after the services have been delivered. Whilst the Agency will use reasonable endeavours to ensure that the Animal Talent and Animal Handler provides satisfactory and efficient services to the Client, the Agency cannot be held responsible for an Animal Talent or Animal Handler’s conduct or behaviour whilst delivering the services and in this regard the Agency shall not be held liable for any costs, expenses or losses suffered as a consequence of the behaviour or conduct of the Animal Talent and/or Animal Handler.

22. Data Protection

22.1     The parties will comply with all applicable data protection and privacy legislation in force from time to time in the UK including General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (the “Data Protection Legislation”).

22.2     The Client is encouraged to read the Agency’s Privacy Policy to learn more about how the Agency collects and processes personal data.

22.3     Where the Agency discloses or transfers any personal data to the Client as part its services or in connection with this Agreement, including personal data of the Animal Handler, the Client warrants and represents that it shall (a) ensure it has implemented appropriate and effective technical and organisational measures to protect such personal data against unauthorised or unlawful processing, and accidental loss or damage; (b) where necessary and/or applicable, provide full and open cooperation and prompt assistance to enable the Agency to comply with any request from personal data owners relating to their personal data pursuant to the rights granted under the applicable Data Protection Legislation without delay; (c) where necessary and/or applicable, provide full cooperation and assistance to the Agency in ensuring the personal data is up to date, complete and accurate; (d) where necessary and/or applicable, provide full cooperation and assistance to the Agency to ensure the personal data is deleted without delay in response to a valid request from a personal data owner; (e) maintain internal records of all processing and (where applicable) storage of the personal data and make such records available to the Agency and/or to any relevant supervisory authority; and (f) ensure that access to the personal data is limited to those employees or authorised third parties who reasonably require access to the personal data pursuant to this Agreement and that all employees and authorised third parties are informed of the confidential nature of the personal data.

22.4     In the event of any breach of the applicable Data Protection Legislation, the Client shall (a) immediately and fully notify the Agency in writing of any notices in connection with the processing of any of the personal data; (b) provide such information and assistance as the Agency may reasonably require, including in relation to any notifications to the national data protection authority; and (c) take all necessary precautions to preserve the integrity of any personal data which it processes and to prevent any corruption or loss of such data.

22.5     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 reasonable professional costs and expenses) suffered or incurred by the Agency arising out of or in connection with any breach by the Client of any of its obligations under this clause 22.

23. Non-Solicitation. The Client shall not, without the Agency’s prior written consent, at any time from the date of this Agreement to the expiry of 2 years after the expiry or termination of this Agreement, solicit or entice away from the Agency or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Agency in the provision of the services.

24. Interpretation of Agreement. For the purpose of the relationship between the Client and the Agency, the Client acknowledges, accepts and agrees that the Agency is the supplier of services which shall be strictly and exclusively governed by this Agreement. The terms of this Agreement apply to every offer, quotation, acceptance, purchase order, confirmation order, specification and/or contract for the sale and supply of services or goods (including services ancillary thereto) by the Agency and supersede any other terms of the Client and take precedence over and override and exclude any other terms stipulated or incorporated or referred to by the Client or in any negotiations and any course of dealing established between the Agency and the Client. The Client acknowledges that there are no representations, statements or promises made or given by or on behalf of the Agency outside this Agreement which have induced the Client to enter into this Agreement.

GENERAL

25. Force Majeure. The Agency shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If an event of Force Majeure takes place that affects the performance of its obligations under this Agreement (a) the Agency shall contact the Client as soon as reasonably possible to notify them; and (b) the Agency’s obligations under this Agreement will be suspended and the time for performance of its obligations will be extended for the duration of the Force Majeure event. The Agency will arrange a new date for performance of the services with the Client after the Force Majeure event is over.

26. Assignment and Transfer. The Agency may assign or transfer its rights and obligations under this Agreement to another entity. The Client may only assign or transfer its rights and obligations under this Agreement to another entity if the Agency agrees in writing.

27. Confidentiality

27.1     Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 27.2.

27.2     Each party may disclose the other’s confidential information (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 27; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

27.3     Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

28. Entire Agreement. 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.

29. Variation. Any amendment and/or variation of this Agreement, including an amendment and/or variation to the Confirmation Form by the Client, only has effect if it is in writing and signed by the parties (or their respective authorised representatives).

30. Waiver. 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. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

31. Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

32. Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

33. Notices. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to its main email address. Any notice or communication shall be deemed to have been received at the time of transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

34. No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to establish, any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

35. Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

36. Third Party Rights. Unless it expressly states otherwise, this Agreement does not give rise to any rights for a third party to enforce any term of this Agreement.

37. Governing Law & Jurisdiction. This Agreement is governed by English law and the parties irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the English courts.

 

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