Terms of business

1 DEFINITIONS

1.1 In these Terms, the following words and expressions will have the following meanings: “Accord Group” means at any given time the group which comprises Accord Group Limited and its subsidiaries; “Terms” means these terms and conditions; “you” “your” “the Client” and similar expressions refers to the person firm or company to whom we provide the Services, as identified in our Engagement Letter or, if applicable, on the invoice or statement overleaf; “Engagement Letter” means any engagement letter previously entered into between us and you or accompanying these Terms; “Services” means the advertising services to be provided by us to you subject to these Terms and to any Engagement Letter; “we” “us” “our” and similar expressions refers to the company who is to provide the Services to you, as identified in our Engagement Letter or, if applicable, on the invoice or statement overleaf.

2 AGREEMENT

2.1 These Terms and the Engagement Letter shall govern the provision of the Services by us to you to the exclusion of any other terms and conditions.

3 SERVICES/NATURE OF OUR APPOINTMENT

3.1 We shall plan, negotiate, administer, buy and report to you on purchased advertising space and time and provide any additional services set out in an Engagement Letter.

3.2 You agree to give us clear briefings on your proposed projects and requirements from us and give us all relevant information and facts about the Services you require.

3.3 You may request us to change or cancel any plans, work in progress or media bookings and we shall take all reasonable steps to comply with any such request provided that we are able to do so within our contractual obligations to the media concerned. You agree to reimburse us for any charges or expenses incurred by us as a result of complying with such requests.

3.4 We shall act in all our dealings with media as a principal and not as your agent and, unless otherwise stated in the Engagement Letter, we shall have no duty to account to you for any amounts we receive from media owners as agency commissions or rebates.

4 FEES AND EXPENSES

4.1 We shall notify you of your credit limit from time to time. In the event that this limit is exceeded, we may require a sum to be paid on account representing the value of any additional Services required and may, at our option, suspend performance of the Services until such further sums are paid.

4.2 We shall issue to you on or around the last day of the month in which advertisements have been placed or other Services performed by us and you agree to pay all invoices by the fifteenth day of the following month by direct debit.

4.3 We shall add the following additional amounts to all our invoices:

4.3.1 a levy of 0.1% of gross media cost (i.e. excluding agency commission and rebates) in respect of contributions to the Advertising Standards Board of Finance (ASBOF), such levy to be non-refundable in any event;

4.3.2 where a media supplier does not offer agency commission, a fee of up to 15% as agreed from time to time;

4.3.3 any fees in respect of creative work, artwork, typesetting, films or other supplementary services provided as agreed between us from time to time;

4.3.4 any other expenses at cost.

4.4 Where a third party supplier has requested payment in advance of any expense, you agree to pay our invoice for such expense immediately on presentation.

4.5 All fees and expenses shall be payable without deduction, withholding or set-off and are stated exclusive of VAT which (if and to the extent applicable) shall be payable at the prevailing rate.

4.6 If you are overdue with any payment hereunder, then without prejudice to our other rights or remedies:

4.6.1 you shall be liable to pay interest on the overdue amount at an annual rate of 2% above the prevailing base rate of The Royal Bank of Scotland. Such interest shall accrue on a daily basis from the date on which payment becomes overdue until the date we receive payment of the full overdue amount together with any accrued interest; and

4.6.2 you shall be liable for our incidental costs of collection and recovery of amounts due.

4.7 If your late payment of any sum due causes us to be charged interest or any surcharge by a third party supplier, you shall immediately reimburse us the amount of such interest or surcharge.

4.8 If you are overdue with any payment owed to us or any other company in the Accord Group, both we and each such other company shall have the right, at our option, to suspend the performance of any services to be provided to you by such company including, for the avoidance of doubt, the Services, until you have paid all outstanding amounts together with all accrued interest due (if any). In addition each company in the Accord Group shall have the right to set-off against any sums owed to you from time to time the amount of any overdue payments (together with interest) owed by you to us, any amount so set-off to be applied against such overdue amounts.

5 INTELLECTUAL PROPERTY RIGHTS

5.1 In this Clause, “Rights” shall mean all copyright, trade marks and other intellectual property rights exercisable in any part of the world, including any application for registration therefore.

5.2 The Rights in all concepts, ideas, designs, drawings, artwork, copy, documents or other deliverable items created by us or procured by us but created by a third party in providing the Services to you (the “Works”) shall vest in and shall be and remain our sole property.

5.3 If you so request (and provided you have performed all of your obligations under these Terms and there are no outstanding unsettled invoices), we shall assign to you such of the rights in the Works as may be owned by us and capable of assignment. If and to the extent that the Works include any materials the Rights in which belong to any third party, we shall use all reasonable endeavours to procure for you the right to use such materials in the exercise of your rights hereunder.

5.4 Notwithstanding any of the above we shall be entitled during and after the term of our business arrangement to use any or all of the Works for the purpose of promoting our own business.

6 LIABILITY/WARRANTY

6.1 Subject to Clause

6.2, our liability shall be limited as follows:

6.1.1 our maximum aggregate liability under or in connection with the Services shall not exceed the fees payable in respect of the Services giving rise to the liability;

6.1.2 we shall not be liable for any loss of income or profits, loss of contracts or for any indirect or consequential loss or damage of any kind howsoever arising; and

6.1.3 we shall not be liable for any error, failure or delay in the publication, transmission or broadcast or page position or print quality of any advertising produced for you unless such error, failure or delay is caused by our negligence or default and shall not be liable for any error in any advertisement after you have agreed the advertisement proof as correct either by fax, email or otherwise. 6.2 Nothing in these Terms shall exclude or in any way limit our liability for fraud or for death or personal injury caused by our negligence, or for any other liability to the extent that the same may not be excluded or limited as a matter of law.

6.3 You warrant that all information you supply to us hereunder shall be accurate and complete, shall not be misleading, illegal or defamatory and shall not infringe the intellectual property rights of any third party.

7 TERMINATION

7.1 We shall continue to provide the Services until this agreement is terminated by either of us giving not less than one month's notice to the other.

7.2 Notwithstanding the foregoing either party may terminate our business arrangement forthwith by notice in writing to the other if the other party:

7.2.1 commits a material or persistent breach(es) of any of these Terms and, in the case of a breach or breaches capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach(es) and requesting that the same be remedied;

7.2.2 becomes insolvent, enters into liquidation or bankruptcy, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt; or

7.2.3 ceases, or threatens to cease, to carry on business.

7.3 Termination of our business arrangement for any reason shall not affect any rights, duties or responsibilities accrued to the parties prior to such termination. Upon such termination, you shall pay all sums due in respect of Services performed and expenditure incurred (or committed to) by us up to and including the effective date of termination.

8 COMPLIANCE WITH LAWS AND REGULATIONS

8.1 Both parties shall comply with all applicable laws, regulations and codes of practice relating to the Services, including without limitation, the British Codes of Advertising and Sales Promotion, and each party shall take any action and/or produce or sign any documents necessary to ensure such compliance or support any product claims. Both parties shall abide by the rulings of the Advertising Standards Authority and any other relevant industry bodies.

8.2 You agree to inform us without delay if you consider that any material submitted to you by us for your approval is incorrect or misleading or in any way contrary to any applicable law, regulation or code of practice.

9 LAW AND JURISDICTION

9.1 These Terms shall be governed in all respects by the laws of England and Wales and the English courts shall have exclusive jurisdiction to settle any disputes.

10 GENERAL

10.1 The failure of either party to enforce any term of or right arising pursuant to these Terms does not constitute a waiver of such term or right and shall in no way affect that party's right later to enforce or exercise the term or right.

10.2 The invalidity or unenforceability of any term of or right arising pursuant to these Terms shall not adversely affect the validity or enforceability of the remaining terms and rights.

10.3 These Terms together with the Engagement Letter constitute the entire agreement and understanding between the parties with respect to their subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to these Terms, except as set out herein. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into these Terms (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms.