1 SCOPE OF THIS AGREEMENT
6. The Agency shall not be bound by any Contract until its quotation has been
accepted/signed by the Client and then approved by the Agency.
2. AGENCY’S STATUS
2.1 The Agency acts in all its contracts as a principal at law, excepting the arrangement of door drop media or other distribution of direct mail, where it acts as an agent of the Client.
2.2 The Client agrees to be responsible for and reimburse the Agency in respect of all costs, fees, expenses and the like, arising from the instructions given to the Agency by them.
3. APPROVALS AND AUTHORITY
3.1 The Agency will not enter into commitments with suppliers nor commence work on a project without a written brief or signed instruction from the Client (also called a Confirmation order).
3.2 Where the Client amends its instructions, these will be confirmed back to the Client in the form of an updated quotation (or schedule). The Client must confirm these changes by signing and returning the revised quotation.
3.3 The Client’s approvals of proofs will be sufficient authority for the Agency to proceed to production on the Client’s behalf.
3.4 The Client’s approval of art materials created by Aragorn Groupe Limited or sent by the client itself for Aragorn Groupe to process with media will be final and will ensure full responsibility of any claims or queries that could raise from these art materials in any time directly to the client only and not Aragorn Groupe Limited’s responsibility.
4. AMENDMENTS TO WORK IN PROGRESS
4.1 In the event of any cancellation or amendment the Client may request, the Agency will take all reasonable steps to comply, provided that they can do so within their contractual obligations to their suppliers.
4.2 In the event of any such cancellation or amendment, the Client will reimburse the Agency for any charges or expenses incurred by the Agency resulting from the cancellation or amendment. The Client will pay the Agency for all internal costs incurred by the Agency up to the point of cancellation or amendment, as well as any charges imposed on the Agency by third parties arising from the cancellation or amendment.
5. PRICE VARIATIONS
The Agency reserves the right to charge the Client for any additional time or costs incurred as a result of any of the following:
5.1 any delay on the part of the Client
5.2 the quality of any materials or data supplied by the Client;
5.3 any corrections, cancellations, alterations or amendments made by the Client to the Booking order or Contract or specification on which the Agency’s quotation is based; and
5.4 any unforeseen changes or changes in the law which result in extra costs to work in progress.
6. PAYMENT TERMS
6.1 The Agency may invoice the Client on completion of any specific and identifiable part of an Order.
6.2 Payment terms are 30 days from the date of the relevant invoice. Late payment interest will apply at the flat rate of £70.00 for each overdue invoice.
6.3 The Client agrees to pay all sums that are expressed to be payable in advance in the Booking Order or Contract before work on the service commences.
6.4 The Client agrees to pay for the cost of services being carried out by third parties on behalf of the Client in advance, where this has been agreed with the Client beforehand.
7. VALUE ADDED TAX
7.1 The Agency will assess the VAT liability of each supply and will apply the appropriate VAT rate to services and/or printed item(s).
7.2 Where the Client disputes the Agency’s assessment of VAT, the Client may ask the Agency to apply for a specific VAT ruling from HMRC and will be responsible for all costs and expenses incurred by the Agency in meeting this request.
8. SUPPLIERS
8.1 The Agency will use reasonable care and skill in the selection and appointment of any suppliers required to deliver goods and services under this Agreement.
8.2 The Client consents to the Agency sub-contracting within its roster of approved suppliers, but all such sub-contractors shall be bound by the terms and conditions of this Agreement.
9. CONFIDENTIALITY
9.1 The Agency hereby agrees to treat as secret and confidential and not at any time for any reason to disclose to any person, or otherwise make use of, or permit to be made use of, any information relating to the Client’s business affairs or finances where such knowledge or information was received during the Term of the Agreement.
9.2 The obligations of confidence referred to in clause 9.1 shall not apply to any confidential information which:
9.2.1 is in the possession of and is at the free disposal of the Agency or is published or is otherwise in the public domain prior to the receipt of such information by the Agency; or
9.2.2 is or becomes publicly available on a non-confidential basis through no fault of the Agency; or
9.2.3 is received in good faith by the Agency from a third party who on reasonable enquiry by the Agency claims to have no obligations of confidence to the Client in respect of it and imposes no obligations of confidence upon the Agency.
9.2.4 is required to be disclosed by law
9.3 The parties confirm that where the services provided comprise of the Agency’s processing of Client personal data (as defined in Data Privacy laws (see below)), the Agency shall be the processor and the Client shall be the controller with respect to such processing.
9.4 If, as a consequence of the Agency’s provision of the services, a party considers that the relationship between them no longer corresponds to the intention of the parties, then it shall notify the other party and the parties shall discuss and agree in good faith such steps that may be required to confirm the parties’ intention.
9.5 Each party shall comply with the obligations imposed on it by the General Data Protection Regulation (2016/679) (“GDPR”) and all local laws or regulations implementing or supplementing the GDPR (“Data Privacy Law”) with regard to Client personal data processed by it in connection with the performance of the services.
9.6 Each party shall ensure that where the services require the processing of Client personal data, the description of the services includes the subject matter and duration of the processing; the nature and purpose of the processing; a description of the type(s) of Client personal data processed; and a description of the categories of the data subjects comprised within the Client personal data referred to in this clause. The information referred to in this clause will be reviewed annually to ensure the information is up-to-date and relevant.
9.7 The Agency shall:
9.7.1only process the Client Personal Data in accordance with the documented instructions of the Client. including transfers of Client Personal Data outside the European Economic Area, unless required to do so by EU Law to which the Agency is subject, in which event the Agency shall inform the Client of such legal requirement unless prohibited from doing so by EU Law on important grounds of public interest;
9.7.2 immediately inform the Client if, in the Agency’s opinion, an instruction given by the Client to the Agency infringes Data Privacy Laws;
9.7.3 ensure that any persons authorised by it to process the Client personal data are subject to an obligation of confidentiality;
9.7.4 implement appropriate technical and organisational measures to ensure that the Client’s personal data is subject to a level of security appropriate to the risks arising from its processing by the Agency or its sub-processors; and
9.7.5 notify the Client without undue delay and no later than 72 hours after becoming aware of a personal data breach (as defined in the GDPR).
9.8 Upon termination of the services that required the processing of Client personal data (in whole or in part) the Agency shall, at the election of the Client, deliver up or destroy such Client personal data which is in the possession of, or under the control of, the Agency unless the law requires the Agency to store such Client personal data.
9.9 The Agency shall, at the written request of the Client, provide the Client with all information necessary to demonstrate a party’s compliance with its obligations under this clause and shall allow for and contribute to audits and inspections conducted by or on behalf of the Client, subject to the Client being responsible for all costs and expenses incurred by the Agency in meeting any such request.
9.10 Where required to do so by the GDPR, the Agency shall maintain written records of its processing of the Client’s personal data in accordance with the requirements set out in Data Privacy Laws and shall make such records available to a supervisory authority on request.
9.11The Client shall ensure that:
9.11.1 the supply to the Agency of Client personal data by or on behalf of the Client for the purposes of processing undertaken by the Agency and its permitted sub-processors where such processing is authorised by the Client shall comply with the Data Privacy Laws; and
9.11.2 the instructions given by the Client to the Agency by operation of this clause (9.11) shall comply with the Data Privacy Laws.
9.11.3 Where the Agency is obliged to provide assistance to the Client, or to third parties at the request of the Client (including submission to an audit or inspection and/or the provision of information), such assistance shall be provided at the sole cost and expense of the Client, save where such assistance directly arises from the Agency’s breach of its obligations under this Contract, in which event the costs of such assistance shall be borne by the Agency.
9.11.4 Notwithstanding any other provision of this Contract, the Agency shall be entitled to sub-contract any part of the services requiring the processing of Client personal data, provided that the Agency shall notify the Client in writing of its intention to engage such sub-contractor. Such notice shall give details of the identity of such sub-contractor and the services to be supplied by it. The Client shall be deemed to have approved the engagement of the sub-contractor if it has not served a notice in writing on the Agency objecting (acting reasonably) to such appointment within 7 days of the date that the notice is deemed to be received by the Client.
9.11.5 The Agency shall ensure that any sub-contracts it enters into shall be on the same terms to those set out in this Contract and in particular it shall ensure the sub-processor provides sufficient guarantees to implement appropriate technical and organisational measures in order that any processing of Agency personal data is performed in accordance with the GDPR.
9.11.6 Where, in accordance with the provisions Article 82(3) of the GDPR, both parties are responsible for the act, or omission to act, resulting in the payment of Losses by a party or both parties, then a party shall only be liable for that part of such losses which is in proportion to its respective responsibility.
9.11.7 Both parties agree to indemnify and keep indemnified the other in full against any claim that the indemnified party has infringed the Data Privacy Laws as a result of any act, omission or negligence of the other party or use of information or data supplied by the other party.
9.12 Unless otherwise specifically agreed by the parties in writing, the Agency shall not be responsible for checking the property or data received from, or on behalf of, the Client and shall be entitled to assume that such property or data meets the Client’s requirements in all respects.
10. WARRANTIES
10.1 The Agency hereby warrants to the Client that:
10.1.1 All goods and services are fit for purpose, conform to the specifications agreed by the Client, or supplied by the Client, to quality levels and tolerances agreed with the Client, or in absence of such agreement, to accepted trade standards.
10.1.2 it shall do nothing to bring the name or reputation of the Client into disrepute in any way whatsoever;
10.1.3 it shall provide each of its services to the Client with reasonable care and skill.
10.2 The Agency shall use all reasonable care and skill in the execution of each order from the Client under this Agreement which involves data entry or data processing, but the Agency is unable to guarantee total accuracy in relation thereto.
10.3 Where the Agency provides space on its file transfer system (FTP site) for the client, it is the responsibility of the client to distribute the access details within the client’s organisation as required. It is also the responsibility of the client to ensure that access details to the FTP site are only available to authorised client personnel. It is the client’s responsibility to submit a change request to the agency to amend access details where the client suspects any possible security breach.
11. INDEMNITY
The Client acknowledges that marketing and communication materials produced by the Agency are prepared on the basis of information supplied by the Client. Accordingly, the Client will indemnify us against any claims, costs and expenses arising out of any illegal, libelous or otherwise actionable matter including any infringement of copyright, patent, design or of any proprietary rights. The indemnity shall extend to any amounts paid on the advice of our solicitors in settlement of any claim.
11.1 Subject to Clause 11, the Client will indemnify and keep indemnified the Agency against all reasonable costs, expenses, damages or losses suffered by or payable by the Agency arising from:
11.1.1 any claim that the Agency has infringed the intellectual property rights of any third party as a result of any information or data supplied by the Client pursuant to this Agreement;
11.1.2 any claim that the Agency has infringed the GDPR as a result of any act or omission of the Client or use of information or data supplied by the Client, pursuant to this Agreement.
11.2 Subject to Clause 11, the Agency will indemnify and keep indemnified the Client against all costs, expenses, damages or losses suffered by or payable by the Client arising from:
11.2.1 any claim that the Client has infringed the intellectual property rights of any third party as a result of any information or data supplied by the Agency pursuant to this Agreement;
11.2.2 any claim that the Client has infringed the GDPR as a result of any act or omission of the Agency or use of information or data supplied by the Agency, pursuant to this Agreement.
12. LIMITATION OF LIABILITY
12.1 Nothing in this Agreement shall exclude or in any way limit the Agency’s liability for fraud, or for death or personal injury caused by its negligence. Subject to this but including any liability arising under any indemnity under this Agreement:
12.1.1 The Agency’s maximum aggregate liability under or in connection with any Booking Order or Contract, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed 70 % of the total remuneration payable to the Agency specified in the Booking Order or Contract, less any expenses incurred by the Agency.
12.1.2 The Agency will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts, or for any special, indirect or consequential loss or damage of any kind howsoever arising, and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
12.1.3 The Agency will not be liable for any delay in posting or delivery in relation to this Agreement, provided always that there is no default or negligence on the part of the Agency in relation to such delay.
12. 1.4 The Agency will not be liable for late supply of the art material if this is received by the Agency after the copy deadline found on the Order. Incorrect or late arrival of art material will be charged in full. The Publisher/ business owner or the person entitled to finally receive the art material whether it be online or online reserves the right to reject advertising which it feels is not in keeping with the publication’s standards and countries specific laws with full payment.
12.1.5 Where materials or equipment are supplied or specified by the Client in connection with the Contract, the Agency shall be under no liability whatsoever for imperfect work caused by defects in or unsuitability of such materials or equipment.
12.1.6 Unless specifically agreed in writing, the Agency shall not be responsible for checking property or data received from or on behalf of the Client and shall be entitled to assume that it meets the Client’s requirements in all respects.
12.1.7 The Agency will use reasonable care and skill in the execution of an order involving data entry or computer list processing but is unable to guarantee total accuracy.
12.1.8 The Agency will not be liable for any delay in posting or delivery, in the absence of default or neglect on our part.
12.1.9 The Agency will not be liable for any loss of profits, goodwill, consequential, economic, or indirect loss arising in any way in connection with the performance (or nonperformance) of the obligations related to this Contract.
13. FORCE MAJEURE
13.1 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement due to unforeseen circumstances beyond its reasonable control. Some examples of unforeseen circumstances (but not an exhaustive list) are war, riot, explosion, abnormal weather, an act of God, fire, flood, strikes, lock-out, government action or regulation (UK or otherwise), accidents, or the failure of the Client to provide information, materials or facilities.
14 ACCEPTANCE
14.1 Any claim by the Client that the products or services do not meet the agreed specification (as described in either a quotation or a Project Specification document) shall be notified to the Agency within 5 working days of delivery. Where the defect is not apparent on reasonable inspection, the Agency shall be notified as soon as practicable following the discovery of the defect. The Agency will in the first instance make good and resupply as soon as reasonably possible.
14.2 In the event that there is disagreement between the Agency and the Client over whether the products or services supplied meets the agreed specification the dispute will be resolved in accordance with clause 19 below.
15. CANCELLATIONS
15.1Either party can terminate the Contract immediately on written notice, if the other materially breaches any of the terms of the Contract, and if the breach is capable of remedy, fails to remedy the breach within 14 days of receiving notification in writing specifying the breach.
15.2 Either of us can also end the Contract immediately, by giving notice in writing, if the other:
15.2.1 convenes a meeting of its creditors; or
15.2.2 becomes insolvent; or
15.2.3 is unable to pay its debts; or
15.2.4 has a receiver or administrator appointed over its assets or business; or
15.2.5 is the subject of a petition presented to put it into liquidation
15.3 Termination of the Contract will have no effect on any rights of either party which arose on or before termination
16 OWNERSHIP AND RISK
16.1 Ownership of any products or services supplied under a Booking Order or Contract shall remain with the Agency until the Client has paid the Agency in full.
16.2 Risk in any goods supplied under a Booking Order or Contract will pass to the Client when such goods are delivered to the Client (or a third party nominated by the Client in writing).
16.3 No property, title or rights in the computer programs, systems, lists or similar items used or developed by the Agency or its suppliers in the fulfilment of a Booking Order or Contract shall pass to the Client.
17. ERRORS & OMISSIONS
The Agency may amend errors or omissions within quotations or promotional literature without liability to the Client.
18 DISPUTE RESOLUTION
18.1 The Agency and the Client will use their best endeavours to attempt to settle any dispute arising from any Booking Order or Contract by negotiation in good faith between senior representatives of each party.
18.2 The dispute will be referred to formal Mediation should the negotiations fail and any matter or matters unresolved by Mediation shall be submitted to the exclusive jurisdiction of the Courts of England and Wales for resolution.
These are the general terms and conditions that apply each time Aragorn Groupe Limited (“us, we, the Agency”) contracts with you (“the Supplier / Subcontractor”). They cannot be altered without the prior written authority of a Director of Aragorn Groupe Limited.
1. DELIVERY
1.1 Time for delivery of the goods or services is of the essence. Failure to adhere to the agreed delivery date set out overleaf will entitle Aragorn Groupe Limited by notice in writing through email or post to cancel the order and to recover any losses suffered by Aragorn Groupe Limited from you.
1.2. Property in the goods and/or services delivered by the you shall pass to Aragorn Groupe Limited on the acceptance of delivery by us.
1.3. Delivery of goods and services shall take place at the premises of Aragorn Groupe Limited during normal office hours (unless otherwise requested by us). Delivery of goods and / or services shall be subject to paragraph 4 below.
1.4. Without prejudice to any other rights or remedies of Aragorn Groupe Limited hereunder we may reject goods delivered by you immediately or at any time within seven days thereafter (or if the matters complained of could not with reasonable diligence have been discovered earlier, within seven days of such discovery) if the goods are not of merchantable quality or otherwise fit for the purpose for which they were intended, if the supply is by description or sample where the reasonable opinion of Aragorn Groupe Limited the goods do not fit the description or are different from the sample or are otherwise not in the reasonable opinion of Aragorn Groupe Limited of a satisfactory standard. If such goods are rejected the property in such goods remains vested in you and you shall make arrangements to collect the goods forthwith failing which you may be charged a storage fee by us
1.4.1. Without prejudice to any other rights or remedies of Aragorn Groupe Limited hereunder Aragorn Groupe Limited may reject services delivered by you immediately or at any time within seven days thereafter (or if the matters complained of could not with reasonable diligence have been discovered earlier, within the seven days of such discovery) if the services are not of reasonable standard expected and agreed by the supplier/subcontractor or otherwise fit for the purpose for which they were intended, if the supply is by description where the reasonable opinion of Aragorn Groupe Limited the services do not fit the description or are different from the sample or are otherwise not in the reasonable opinion of Aragorn Groupe Limited of satisfactory standard agreed as per the contract or Booking order. If such services are rejected by Aragorn Groupe Limited the property of such services remain vested in you and you shall make arrangements to supply the agreed services within 5 working days from rejection or complaint or compensate Aragorn Groupe Limited for the full amount agreed for the service + 30% of the amount as compensation within 5 working days from rejection or complaint.
1.5. Delivery of Translations, Interpretations and copywriting of articles will be submitted by the you as per the agreed deadline and subject to as many changes as needed (subject to justified reasons) based on Aragorn Groupe Limited client’s approval and comments.
2. CONFIDENTIALITY
2.1. The business of Aragorn Groupe Limited and of Aragorn Groupe Limited’s customers and clients is confidential. The you hereby agree not to use or disclose any information of Aragorn Groupe Limited, its other Suppliers / Subcontractors or customers which in Aragon Groupe Limited’s opinion is confidential or of value to a competitor or any other party or the use or disclosure of which would in any way be harmful to us. In particular and without limitation to the generality of the foregoing you must not directly or indirectly reveal details as to the designs, copyright, artwork, projects, schemes, plans and ideas of Aragorn Groupe Limited and its client’s and customer’s coming to the notice of the Supplier / Subcontractor the price of services or goods ordered hereunder or the source of supply or manufacture thereof to any third party (including without limitation Aragorn Groupe Limited’s customers or competitors). This obligation continues after acceptance of delivery of the goods or services by us.
2.2. You agree that when supplying goods or services and for a period of two years from the date of each new order from us, you will not either on your own account or for any other person firm or company or as a servant agent or officer of any person firm or company canvas, solicit or endeavour to entice away from Aragorn Groupe Limited any person firm or company who during the course of the period when you supplied goods or services to us, has been a client or customer of Aragorn Groupe Limited or in the habit of dealing with Aragorn Groupe Limited.
3. ARTWORK AND COPYRIGHT
3.1. You agree to return to Aragorn Groupe Limited all original material supplied by us together with copies of any such material (if any) made and any additional material used in the preparation of the goods or services ordered by us within three days after acceptance of delivery by us or within three days of notice of cancellation by us (whichever is applicable)
3.2. You will take all reasonable precautions to prevent the unauthorised use of any documents, papers, artwork, research, and materials of any kind supplied by us to you and will on Aragorn Groupe Limited’s demand return all such documents, papers, artwork, research and materials to Aragorn Groupe Limited.
3.3. You agree to store all documents, papers, artwork and materials used in a safe secure and suitable manner and agree not to make use of any of the stored data for the purposes of complying with Aragorn Groupe Limited’s order and in particular will at no time allow the goods or copies thereof to be exhibited or used as samples, or disclose of the same to any third party. Copies of such documents, papers, artwork and materials will only be made where necessary for the purposes of complying with Aragorn Groupe Limited’s order.
3.4. You hereby assign absolutely as beneficial owner to Aragorn Groupe Limited all copyright and Intellectual Property Rights in the item and shall deliver to Aragorn Groupe Limited all Waivers or Moral Rights (as set out in chapter IV of Part 1 of Copyright, Designs and Patents Act 1988) and consents to the Item’s use by Aragorn Groupe Limited and its client in connection with any work. You shall obtain all such Intellectual Property Rights and copyright and waivers of moral rights from any employee, agent, subcontractor or any other third party as are necessary in order to enable the supplier to comply with its obligation under this order.
3.5. You hereby warrant that you are the owner of all copyright and other intellectual property rights in all materials and products provided in respect of the order from us and that you have full power and authority directly or from third party owners of such copyright or intellectual property to make this assignment and that you or any third party have not previously assigned, mortgaged or otherwise dealt in the rights hereby granted or assigned or granted licenses in respect thereof.
3.6 You hereby agree to ensure that all third parties that you deal with shall comply with these terms and conditions in so far as they are applicable to such third parties.
4.PERFORMANCE
4.1 You hereby warrant that you are fully able to provide the goods and services in each order and are capable and qualified to perform all the obligations expressed to be on the part of the Supplier / Subcontractor in each order.
4.2. You agree that any shortcoming in quality or standard of supply of services or goods will have to be compensated with full replacement of services or goods to match the requested as per initial signed agreement, contract or booking order.
Should you not be able to honour the supply of services or goods as per the agreement contract or booking order , you agree that Aragon Groupe Limited are entitled to use third parties to complete the order and compensate us in full for all costs incurred in meeting the order.
5. INDEMNITY
5.1. You warrant that any goods supplied to us are free from any lien encumbrance or charge and are not protected by any patent, design right, trademark or trade name of any third party and that Aragorn Groupe Limited has the full right to use or exploit the goods in any way.
5.2 You also agree to keep us fully indemnified at all times in respect of any actions claims proceedings costs damages losses liabilities and expenses incurred by or awarded against us or any other compensation paid or agreed to be paid by us on the advice of our lawyers in connection with any goods or services supplied to us or our clients and in consequence of any breach non-performance or non-observance by you of any of the warranties and agreements by you contained herein.
5.3 You agree to provide all support requested of you by us in dealing with any dispute or claim in respect of the goods or services supplied by you whether directly or via a third party.
5.4 You warrant that you have an appropriate level of insurance cover to deal with the above indemnity and against any defect in the goods or services supplied to us or our clients
6. DISPUTE RESOLUTION
6.1 The Agency and the Supplier / Subcontractor will use their best endeavours to attempt to settle any dispute arising from any agreement, contract or booking order by negotiation in good faith between senior representatives of each party.
6.2 The dispute will be referred to formal Mediation should the negotiations fail and any matter or matters unresolved by Mediation shall be submitted to the exclusive jurisdiction of the Courts of England and Wales for resolution.
7.GOVERNING LAW
7.1. These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the Courts of England and Wales
8. ASSIGNMENT
8.1. You may not assign or sub-contract any of your rights or obligations hereunder without the prior written agreement of Aragorn Groupe Limited. In the case of any assignment you shall procure that any such assignee shall enter into a direct covenant with us to comply with the obligations expressed to be on the part of the Supplier / Subcontractor hereunder, but you shall not be relieved of your obligations hereunder by any such assignment.
9. ADDITIONAL COSTS
9.1. Aragorn Groupe Limited is not liable to pay any additional costs or accept any additional services or goods other than those detailed overleaf.
9.2. The agreed price (overleaf) includes all the Supplier’s/ Subcontractor’s charges to complete and deliver the booking order, contract or agreement.
9.3. Any additional costs such as travel, accommodation or disbursement costs and any other costs to be incurred by you will need to be included in the initial agreement, booking order or contract, or they will be rejected.
9.4. Any additional cost not included in the initial Booking Order, Contract or agreement will need to be approved before proceeding and will not necessarily be accepted by us.
10. PAYMENT
10.1. You will be paid directly by us and not our client, so your invoice should be directed to us and not the client.
10.2. Payment will become due after Aragorn Groupe Limited has received payment from the client to whom the goods or services relate or 45 days from invoice date, whichever is the latter.
11. FORCE MAJEURE
11.1 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under any booking order, contract or agreement due to unforeseen circumstances beyond its reasonable control. Some examples of unforeseen circumstances (but not an exhaustive list) are war, riot, explosion, abnormal weather, an act of God, fire, flood, strikes, lock-out, government action or regulation (UK or otherwise), accidents, or the failure of the Client to provide information, materials or facilities.
12 RELATIONSHIP OF PARTIES
12.1 Nothing in any booking order, contract or agreement shall be deemed to create an employer/employee relationship, partnership or joint venture between us and you
13 TERMINATION WITH NOTICE
13.1 Unless stated otherwise, any booking order, contract or agreement may be terminated by either party at any time by giving the other party not less than 3weeks written notice each way.
14 TERMINATION WITHOUT NOTICE
14.1 Either party may terminate this agreement without notice in the event of:
(a) Force Majeure as defined in 11 above continuing for more than five working days.
(b) Bankruptcy or liquidation of either party.
(c) if the other commits a material breach of any booking order, contract or agreement which is not remedied within 7 days of a written request to remedy the same (or if it is not practical to remedy the breach within such period, if reasonable steps have not been taken within the 7 days towards remedying the breach).
(d) Assignment of this agreement by either party without the previous written consent of the other.
15 TERMINATION EFFECT
15.1 On the termination of booking order, contract or agreement you will be paid for all Services provided up to the date of termination, subject to the provisions of clauses 1, 4, 9 and 10 above.
15.2 Aragorn Groupe Limited alone have the right to set off any losses, compensation or costs arising from the termination against any payments that may be due to you.
1. Scope of this Agreement
1.1 These are the general terms and conditions which apply to all Aragorn Groupe Limited’s (“the Agency”) contracts with you (“the Client”). In these terms and conditions, any contract the Agency makes with the Client for a project is referred to as a “ Booking Order” or Contract.”
1.2 Unless otherwise agreed in writing by a Director of the Agency, these terms and conditions shall apply to all Booking Orders and Contracts entered into by the Agency to the exclusion of any terms and conditions which are referred to by the Client in correspondence or negotiations and constitutes the entire Agreement and understanding of the parties. No employee of the Agency other than a Director of the Agency has the authority to vary these terms and conditions.
1.3 Unless otherwise agreed in writing, these terms and conditions and the Booking Order or Contract shall be subject to and construed in accordance with English Law.
1.4 If any provision in these terms and conditions is held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions and the remainder of the affected provision shall continue to be valid.
1.5 No failure or delay by the Agency in exercising any of its rights under these terms and conditions shall be deemed to be a waiver of any such rights.
1.6 The Agency shall not be bound by any Estimate, Booking Order or Contract until its estimate has been accepted/signed by the Client and then approved by the Agency.
2. General Assumptions
2.1 The Agency’s timelines and costs are based on the availability of Client meeting participation and approval timelines. Delay in participation and approval may result in the delay of the whole project and it is agreed that the Agency will not be liable for any delays in the project as a result of Client failure to meet approval, content supply or meeting deadlines.
2.2 If the delivery of any deliverables is delayed as a result of the Client, the Agency reserves the right to invoice in part or in full for any works already completed but contingent on the delivery of the delayed deliverables. The issuing of these interim invoices may occur outside of the agreed payment schedule.
2.3 The Client will provide 1 client project lead per phase and will ensure streamlined process and consolidated feedback. This feedback must be in written form via email.
2.4 Where necessary, the Agency may choose to engage specialist 3rd party vendors or subcontractors to ensure the delivery of any Booking Order or Contract.
2.5 Should further deliverables or services be required, a change order will be issued to cover additional costs, as per the change of scope procedure outlined in the proposal submitted to the Client. The Client hereby accepts that a change order may alter the original timeline for delivery of the project.
2.6 The ‘Project management’ service provided by the Agency covers management of design and development and management (not creation) of content.
3. Charges, Estimates and VAT
3.1 The Agency shall charge such costs, charges and expenses as outlined in the Booking Order or Contract and below. 3.2 Estimates are valid for 14 days from the date of which the estimate was supplied to the Client within which time the Agency will require written approval to proceed and/or a Purchase Order number from the party responsible for paying our invoices.
3.3 Estimates are based on information provided by the Client to the Agency and on the Agency’s costs of production at that time. The estimate may vary if there is a change in scope or base costs of delivery.
3.4 All amounts stated in the Booking Order or Contract are expressed to be without Value Added Tax and the Client will be liable to pay VAT on any invoice raised where appropriate.
3.5 The Agency may incur additional costs (to include but not to be expressly limited to artwork, production fees, photography, printing, advertising, research studies, out-of-pocket expenses, travel and accommodation expenses, courier costs, image usage costs, legal advice and exhibition materials) in delivery of the project. Such costs are to be charged to the Client immediately, if applicable, or included within the next invoice following these costs being incurred.
3.6 The Agency will not make substantial advance payments or enter substantial financial commitments on behalf of the Client. The Client can request that the Agency does so but must pay the amount of such commitments immediately to the Agency before the liability is incurred. Any deposits or third-party advance payments will be met by the Client .
3.7 Estimates do not include any costs associated with the translation or internationalisation (making sure texts, concepts written out or used in any material that is due to be made public in any way have been converted for international use), nor any activities, deliverables or services related to ensuring the final output from this project is fit for use on any other platform.
3.8 Payment will be required as per the Booking Order or Contract and as per these terms and conditions unless otherwise agreed in writing.
4. Preliminary work
All experimental work (except for work on Creatives) shall, unless agreed expressly otherwise, be charged to the Client, if used in a commercial context.
5. Terms of Payment
5.1 The Agency reserves the right:
5.1.1 To invoice the Client for part costs to be incurred once initial approval to proceed is received from the Client;
5.1.2 To suspend work until such payments are made.
5.2 All other invoices shall be paid in full within 30 days of the date of invoice unless otherwise agreed in writing.
5.3 All invoice queries should be notified to the Agency within seven days from the date of the invoice or shall be deemed accepted.
5.4 Any late payments will incur a cost of 5% interest per month above the Bank of England base rate on the amount outstanding or £70 whichever is the highest. In the event of late payments or missed payments exceeding 5 working days, the Agency reserves the right to cease all creative or strategic work and take down any website, print creative, online creative or anything created and live after giving 48 hours’ notice to the Client.
5.5 Goods or services supplied to or commenced at the request of an agent for the Client shall be chargeable to that agent, but the Client will remain ultimately responsible for payment.
6. Authority & Proofs
6.1 The Agency will not enter into commitments with suppliers nor commence work on a project without a signed Booking Order or Contract from the Client.
6.2 Where the Client amends its instructions, these will be confirmed back to the Client in the form of an updated estimate (or schedule). The Client must confirm these changes by signing and returning the revised estimate.
6.3 The Client’s approvals of designs, drafts or proofs will be sufficient authority for the Agency to proceed to production on the Client’s behalf.
6.4 The Client’s approval of art materials created by the Agency or sent by the Client for the Agency to process will be final. The Client will take full responsibility for any claims or queries that may raise from the use of these art materials.
7. In Scope
7.1 All design works listed in proposals submitted by the Agency will cover presentation of two initial design concepts or as stated in the Booking Order, Contract or agreement plus up to three design review stages thereafter or as stated in the Booking Order, Contract or agreement, unless explicitly stated as otherwise in said Booking Order, Contract or agreement. Additional stages of review shall incur additional cost,.
7.2 The estimate supplied to the Client by the Agency is based on the potential scope included and does not include other requirements. Any other requirements are to be produced and a separate estimate will be provided for this additional work.
8. Change in Scope Procedure
8.1 Upon delivery of a final quotation based on fixed scope, any services or deliverables beyond the scope of work set out in the initial estimate supplied by the Agency will be considered a Change Request and will require a separate estimate or Change Order.
8.2 Such incremental scope shall be dependent on the negotiation, in good faith between the Agency and the Client of any changes or additions to schedule, service, deliverables, fees or pass through costs. Such changes shall be detailed in writing and signed otherwise approved by both parties.
9. Property and Risk in Goods
9.1 Ownership of any products or services supplied under a Booking Order or Contract shall remain with the Agency until the Client has paid the Agency in full.
9.2 Risk in any goods supplied under a Booking Order or Contract will pass to the Client when such goods are delivered to the Client (or a third party nominated by the Client).
9.3 No property, title or rights in the computer programs, systems, lists or similar items used or developed by the Agency or its suppliers in the fulfilment of a Booking Order or Contract shall pass to the Client.
9.4 Any material while in the possession of the Agency or in transit, shall remain at the Client’s risk and the Agency shall not be liable for any loss or damage to such materials however caused and the Client shall insure the said material accordingly.
10. Naming
10.1 Naming will be validated by domain name research and intellectual property registrations within use class.
10.2 The Agency’s role will be limited to suggesting valid and available names for the Client to select. It is recommended that the Client carries out their own legal and other due diligence on the suitability of the suggested name before selecting and progressing further with its use.
11. Digital
11.1 Unless clearly specified as otherwise within the Booking Order, Contract or Agreement, all website copy will be provided by the client. Copywriting by the Agency beyond basic editing for grammar, spelling and tone- of-voice will be viewed as out of scope and will incur additional charges.
11.2 The uploading of content to any website is the responsibility of the Client, unless clearly agreed as otherwise in the Client’s Booking Order, Contract or Agreement.
11.3 Unless explicitly stated within the Client’s Booking Order, Contract or Agreement, website hosting and other on-going digital charges are not included and will be priced separately.
11.4 Future and on-going content management system costs unless clearly specified within the Client’s Booking Order, Contract or Agreement are deemed out of scope and are payable by the Client.
11.5 Quoting for web hosting will take place once scope of website content is finalised.
11.6 Purchase of URLs unless clearly specified within the Client’s Booking Order, Contract or Agreement are deemed out of scope and are payable by the Client.
11.7 A delivery timeline will be sent out for digital projects to specify all stages and content delivery deadlines. Failure by the Client to supply copy or maintain the deadline plan may result in the absence of display of the copies on the booked spaces, nevertheless they will still be invoiced regardless of the copy being featured on the booked spaces or not. It will be at the discretion of the media owner to publish any late art material and the Agency will not be liable or responsible for these consequences caused by late delivery of copy from the Client.
11.8 Failure by the Client to supply information or maintain the payment plan may result in the project being halted or delayed.
11.9 On-page SEO principles will be considered during website design. This does not include specific targets and the Agency cannot bear responsibility for a failure to improve any search engine rankings or website visitor numbers.
11.10 During the review of proposed wireframes, the Agency reserves the right to deem out-of-scope any requested changes to functionality that will require significant studio or development time.
11.11 Feedback on all stages must be consolidated and supplied by a maximum of 1 named stakeholder.
11.12 Feedback otherwise supplied will be referred back to the Client for their approval before the project progresses.
11.13 A bespoke CMS guide/video when included in the web build cost and on the Booking Order, Contract or Agreement will be, once delivered to the Client, the responsibility for content input moves to the Client.
11.14 The completion/sign off point is defined by the ‘Art material delivery’ date. Any changes, cancellations of any signed Booking Order, Contract or Agreement after such date will be liable to penalty charges and/or cancellation charges. Penalty charges will be based on terms of supplier/media owner, usually 25% to 30% of advert cost if time still allows to fit within confirmed and booked advert. Should time not be available to make the changes, the penalty charge may well become a cancellation charge which again will be based on supplier/media owner terms, usually from 50% up to the full amount of advert cost. Both Penalty charges and cancellation charges will also incur a £50.00 admin fee per each charge.
11.15 After this ‘Art material delivery’ date the Client has a period of 15 days to feed back on any inconsistencies within the site performance.
11.16 Any new changes to the web build thereafter will be considered a Change Request and will require a separate estimate or Change Order.
11.17 If the Client chooses in future to use a 3rd party developer to build a website or application designed by the Agency, we will not bear responsibility for the failure of said 3rd party to deliver the website or application effectively.
11.18 All extensions, external and internal API and time taken for code mining will be billed separately.
12. Content
12.1 Prior to project commencement, the Agency are to receive, where possible, all necessary associated information and branding assets, including research, evidence, existing photography and video, logos, typography, colour palettes, image style, existing brand language and tone of voice guidelines, and layout guidelines.
12.2 All design files must be supplied to the Agency in editable Illustrator format.
12.3 All necessary images and text will be provided to the Agency prior to project commencement. Failure to do so may delay the project beyond the expected timeframes and the Agency will not be liable or responsible for these consequences arisen by late delivery of images and text from the Client.
12.4 Copywriting the Agency beyond basic editing for grammar, spelling and tone- of-voice will be viewed as out of scope and will incur additional charges.
12.5 Unless explicitly stated within the Booking Order, Contract or Agreement, the population of templates and other variable and/or personalised brand items will be deemed out of scope and may incur additional charges. If the project is delayed or extended over the scheduled time frame due to requests made by the Client or failure to supply content required at any point within the project this will be charged individually.
12.6 Proposals ,Booking Order, Contract or Agreement do not include cost for print collateral or media buying spend (where appropriate) and unless otherwise stated on the Booking Order, Contract or Agreement these costs will be charged to the Client
13. Billing
This activity will be listed with your Booking Order, Contract or Agreement.
13.1 If multiple elements are completed in the same month they will be invoiced together, nevertheless payment due dates will be listed on Booking Order, Contract or Agreement including deposits and prepayments where necessary.
13.2 All external costs such as photography, hosting or advertising to be billed as they occur or in advance if requested but always stated in the Booking Order, Contract or Agreement.
14. Deliverables
These will be outlined in your Booking Order, Contract or Agreement.
15. Print
15.1 Unless clearly specified as otherwise within the Booking Order, Contract or Agreement, all print copies will be provided by the client. Copywriting by the Agency beyond basic editing for grammar, spelling and tone- of-voice will be viewed as out of scope and will incur additional charges.
15.2 Unless explicitly stated within the Client’s Booking Order, Contract or Agreement, any on-going print charges are not included, and will be priced separately.
15.3 Future and on-going print management system costs unless clearly specified within the Client’s Booking Order, Contract or Agreement are deemed out of scope and are payable by the Client.
15.4 A delivery timeline will be sent out for print projects to specify all stages and content delivery deadlines.
15.5 Failure by the Client to supply copy or maintain the deadline plan may result in the absence of display of the copies on the booked spaces, nevertheless they will still be invoiced regardless of the copy being featured on the booked spaces or not. It will be at the discretion of the media owner to publish any late art material and the Agency will not be liable or responsible for these consequences arisen by late delivery of copy from the Client.
15.6 Failure by the Client to supply information or maintain the payment plan may result in the project being halted or delayed.
15.7 Print principles and guidelines will be considered during creative print design. This does not include specific targets, unless stated in the Booking Order, Contract or Agreement, and the Agency cannot bear responsibility for a failure in ROI.
15.8 During the review of proposed wireframes, the Agency reserves the right to deem out-of-scope any requested changes to functionality that will require significant studio or development time.
15.9 Feedback on all stages must be consolidated and supplied by a maximum of 1 named stakeholders.
15.10 Feedback otherwise supplied will be referred back to the Client for their approval before the project progresses.
15.11 The sign off point is defined by the ‘Art material delivery Date’.
15.12 Any changes, cancellations of any signed Booking Order, Contract or Agreement after such date will be liable to penalty charges and/or cancellation charges.
Penalty charges will be based on terms of supplier/media owner, usually 25% to 30% of advert cost if time still allows to fit within confirmed and booked advert. Should time not be available to make the changes, the penalty charge may well become a cancellation charge which again will be based on supplier/media owner terms, usually from 50% up to the full amount of advert cost. Both Penalty charges and cancellation charges will also incur a £50.00 admin fee per each charge.
15.13 Signed Booking Orders, Contracts or Agreement for outdoor media cannot be cancelled after such ‘Booking Date’.
15.14 The Client cannot make any changes after this ‘Booking Date’. Any changes requested beyond this ‘Booking Date’ will be considered out of scope and charged separately.
15.15 Any new changes to the print visual after the ‘Booking Date’, are considered amends and will need to be quoted.
15.16 If the Client chooses in future to use a 3rd party agency to re-design, adapt or change any visual designed by the Agency, we will not bear responsibility for the failure of said 3rd party to deliver the visual or application effectively.
16. Creatives
16.1 Once accepted or signed off by the Client, the Client will be responsible for all creative material supplied and created by the Agency for the Client for any purpose, across the board and not limited to the following list of purposes, whether it be adverts (online and offline), creative inputs for marketing research, branding, or testing the market.
16.2 The Client will be fully responsible for resolving any queries, problems, litigation, claims or challenges relating to the creatives received after sign-off of said creatives.
16.3 Preliminary work for any creative service will be part of the agreed fee for this service.
16.4 The Agency reserves the right to invoice the Client for a deposit to commence the creative service requested and outlined in the Booking Order, Contract or Agreement. The outstanding balance will be outlined and paid as detailed in the Booking Order, Contract or Agreement.
16.5 The Agency reserves the right to suspend creative work should there be a delay in any payment by the Client exceeding 5 days. The Agency will not be liable for any delay to the final submission of the creative as a result of any suspension for this reason.
16.6 All creative design works listed in proposals submitted by the Agency will cover presentation of generally 2 initial design concepts or as stated in the Booking Order, Contract or Agreement plus up to two to three design review stages thereafter or as stated in the Booking Order, Contract or Agreement.t Additional stages of review shall incur an additional cost as they will be considered out of scope.
16.7 Ownership of any products or services supplied under a Booking Order or Contract shall remain with the Agency until the Client has paid the Agency in full.
16.8 The completion/sign off point is defined by the ‘delivery’ date. Any changes, additional requests not included in Booking Order, Contract or Agreement after such date will incur additional charges and outlined in an additional Booking Order, Contract or Agreement.
16.9 Once the content of the creative is signed off or approved by the Client the Agency will no longer be obliged to rectify any issues or try and accommodate the client.
16.10 Guidelines and final usage principles will be considered when creating the creative designs, however, should the delivered creatives not be to the Client’s liking after the delivery date and sign off the Agency will not be liable to carry pay any compensation or carry out any additional work.
16.11 It is the Client’s duty to express their concerns with any creative during the draft phases in order for the Agency to rectify immediately any misunderstandings prior to completion and delivery of the creatives.
16.12 It is the Client’s
responsibility to check that the creative supplied by the Agency is not in breach
of any intellectual property rights.. Any claims for breach of intellectual
property rights be directed to the Client who hereby gives the Agency a full
indemnity in respect of any claims of any alleged breach, which shall be in
addition to the general indemnity given by the Client as outlined in clause 27
below..
17. Confidentiality
17.1 Both the Client and the Agency undertake to keep secret and not to disclose any confidential information which comes to the notice of it in relation to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than the performance of its obligations under this agreement.
17.2 The Client’s confidential information shall include, but not be limited to, information and data relating to the Client and its subsidiaries’ business and their financial performance and results.
17.3) The Agency’s confidential information shall include, but not be limited to, details of its fees, costs and unused work and concepts that it has produced. The resultant design work will be used in the Agency’s portfolio unless agreed otherwise in advance.
18. Non-Solicitation
18.1 The Client agrees not engage in any direct business relationship, contract or future dealing with any third party or subcontractor introduced by the Agency for a period of 2 years after the final conclusion of the project referred to in the Booking Order or Contract without the prior written authority and permission of the Agency.
18.2 The Client agrees not to solicit or engage or employ any employees, contractors, subcontractors or consultants of the Agency or any of its subsidiaries or subcontractors used in the services provided under the Booking Order or Contract for a period of 2 years after the final conclusion of the project referred to in the Booking Order or Contract without the prior written authority and permission of the Agency
18.3 The Client agrees that in the event of a breach (or threat of a breach) of this clause, the Agency, is entitled to immediate and appropriate injunctive relief, without the necessity to show any irreparable injury or special loss or damages.
19. Copyright
19.1 Unless specifically agreed otherwise in writing, the copyright and all other rights of an intellectual property nature in all design, artwork, copy and other work produced by the Agency under this agreement shall be and remain the exclusive property of the Agency.
19.2 The rights of an intellectual property nature in all design, artwork, copy and other work produced by third parties, except where the Agency obtains a valid assignment of such rights from such third parties, shall remain with such third parties. The Agency shall, at the Clients’ request use its reasonable endeavours to obtain such as assignment providing that the Client pays all of the costs and fees involved.
19.3 For the avoidance of doubt nothing in these terms and conditions shall require the Agency to assign the rights of an intellectual property nature in its work, unless a separate agreement is requested and reached in advance.
20. Insurance
The Client shall be responsible for effecting all necessary insurance in respect of any loss, damage or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the goods and services referred to in the Booking Order or Contract.
21. Cancellations
21.1 Either party can terminate the Contract immediately on written notice, if the other materially breaches any of the terms of the Contract, and if the breach is capable of remedy, fails to remedy the breach within 14 days of receiving notification in writing specifying the breach.
21.2 Either of us can also end the Contract immediately, by giving notice in writing, if the other:
21.2.1 convenes a meeting of its creditors; or
21.2.2 becomes insolvent; or
21.2.3 is unable to pay its debts; or
21.2.4 has a receiver or administrator appointed over its assets or business; or
21.2.5 is the subject of a petition presented to put it into liquidation
21.2.6 Termination of the Contract will have no effect on any rights of either party which arose on or before termination
22. Waiver
The waiver or non-enforcement by the Agency of any breach of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed as a waiver of any subsequent breach.
23. Force Majeure
The Agency shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of God, government action, failure of power supply, equipment failure, lock out, strike, default, or failure of subcontractor or suppliers or any other cause beyond its reasonable control and the Agency shall not be liable for any loss, damage or expense suffered by the Client or any third party arising directly or indirectly from any of such matters.
24. Variation
24.1 These conditions shall not be varied, waived, or modified except in writing under the hand of a duly authorised officer of the Agency.
24.2 These conditions override any differing conditions which may appear on the Client’s order form or other document.
24.3 The Agency reserves the right to vary these Conditions from time to time subject to giving prior written notice by email to the Client.
25. Notice
Any notices required to be given under these Conditions shall be in writing and allow 3 to 6 months’ notice based on nature of the service.
26. Limitation of Liability
26.1 Nothing in this Agreement shall exclude or in any way limit the Agency’s liability for fraud, or for death or personal injury caused by its negligence. Subject to this but including any liability arising under any indemnity under this Agreement:
26.1.1 The Agency’s maximum aggregate liability under or in connection with any Booking Order or Contract, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed 70 % of the total remuneration payable to the Agency specified in the Booking Order or Contract, less any expenses incurred by the Agency.
26.2 The Agency will not be liable under the Booking Order or Contract for any loss of actual or anticipated income or profits, loss of contracts, or for any special, indirect or consequential loss or damage of any kind howsoever arising, and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
26.3 The Agency will not be liable for any delay in posting or delivery in relation to this Booking Order or Contract, provided always that there is no default or negligence on the part of the Agency in relation to such delay.
26.4 Where materials or equipment are supplied or specified by the Client in connection with the Booking Order or Contract, the Agency shall be under no liability whatsoever for imperfect work caused by defects in or unsuitability of such materials or equipment.
26.5 Unless specifically agreed in writing, the Agency shall not be responsible for checking property or data received from or on behalf of the Client and shall be entitled to assume that it meets the Client’s requirements in all respects.
26.6 The Agency will use reasonable care and skill in the execution of any Booking Order or Contract involving data entry or computer list processing but is unable to guarantee total accuracy.
26.7 The Agency will not be liable for any delay in posting or delivery, in the absence of default or neglect on our part.
26.8 The Agency will not be liable for any loss of profits, goodwill, consequential, economic, or indirect loss arising in any way in connection with the performance (or nonperformance) of the obligations related to any Booking Order or Contract.
27. Indemnity
27.1 The Client acknowledges that all materials produced by the Agency are prepared on the basis of information supplied by the Client. Accordingly, the Client will indemnify the Agency against any claims, costs and expenses arising out of any inaccurate, illegal, libelous or otherwise actionable matter including any infringement of copyright, patent, design or of any proprietary rights. The indemnity shall extend to any amounts paid on the advice of our solicitors and their costs in settlement of any claim.
27.2 Subject to this clause 27, the Client will indemnify and keep indemnified the Agency against all costs, expenses, damages or losses suffered by or payable by the Agency arising from:
27.2.1 any claim that the Agency has infringed the intellectual property rights of any third party as a result of any information or data supplied by the Client pursuant to this Agreement;
27.2.2 any claim that the Agency has infringed data protection legislation as a result of any act or omission of the Client or use of information or data supplied by the Client pursuant to this Agreement.
27.2.3 any claim arising after the failure to approve, the approval or the delayed approval by the Client of any of the digital, print, naming, creative services etc. provided by the Agency under any Booking Order, Contract or Agreement.
28 Dispute of Resolution
28.1 The Agency and the Client will use their best endeavours to attempt to settle any dispute arising from any Booking Order or Contract by negotiation in good faith between senior representatives of each party.
28.2 The dispute will be referred to formal Mediation should the negotiations fail and any matter or matters unresolved by Mediation shall be submitted to the exclusive jurisdiction of the Courts of England and Wales for resolution.