PRIVACY POLICY

Who we are

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This is the privacy policy of Buffalo XM Ltd (“we”, “us”, “our), a company registered in England and Wales (number 14348144) whose registered office address is 124 City Road, London, England, EC1V 2NX . We are committed to protecting and respecting your privacy. This privacy notice aims to give you information on how we collect and process your personal data through your use of this website. This website is not intended for children and we do not knowingly collect data relating to children. It is important that you read this privacy notice together with any other privacy notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them.

 

Third-party links 

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This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.

 

When do we collect personal data and what personal data do we collect 

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use and store the following personal data about you, which we have grouped into the following categories:

1. If you fill in forms (including surveys) on our website, we will collect your contact details and any other information you provide in the form.

2. If you contact us by any other means (e.g. email or telephone), we may keep a record of that contact and the information you provide us with at that time. 

3. If you enter any of our competitions, we will collect the personal information you provide to us by submitting your competition entry. 

4. If you ask to be added to our marketing database, we will collect your name, the name of your company/organisation (if any), email address and your preferences as to the types of marketing information you would like to receive from us. 

5. If you engage us to provide you with any of our services, we will collect your billing address, email address and telephone numbers. We will also collect information about your assets and intellectual property rights, transaction details about payments to and from you and other details of services you have purchased from us including any testimony you are willing to write about us and our performance.

6. If we engage you to provide us with services or goods, we will collect your billing address, email address and telephone numbers. We will also collect details of your rate cards, your quotations, transaction details about payments to you and other details of services or goods we have purchased from you.

7. If you partake in any of our live events, we will collect your contact details and any videography and/or photography material of you, provided we have obtained your consent to do so (via the signing of a disclaimer). 

8. If you attend any of our live events, we may collect videography and photography material of you. we will have notices at our live events notifying you that we are doing this. 

9. If your personal data is on publicly available sources (such as Linkedin and companies house) then we may collect your personal data that is available on these sources. 

 

Other information collected via our website and cookies  

As you interact with our website, we may automatically collect information about your website usage such as information about your equipment, browsing actions and patterns. We collect this information by using cookies, server logs and other similar technologies. 

Our website uses a limited number of cookies, namely:

1. Cookies which stores your acceptance to the use of cookies on our website.

2. Cookies required by Google Analytics in order to measure your website usage and improve the experience for our visitors on an ongoing basis. These cookies collect the information about your website usage, namely what pages you visit, how long you stay on each section of the website, and what links you click on.  

We may use data analytics to improve our website, products/services, marketing, customer relationships and experiences.

You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this website may become inaccessible or not function properly.

 

Purpose for which we use your personal data 

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1. To manage our relationship with you which will include pitching for business with you, registering you as a new client, notifying you about changes to our terms or privacy policy, communicating competition results to you and/or asking you to leave a review or take a survey. We will do so on the basis that it is necessary in order to review our performance of our contract with you and also to comply with a legal obligation.

2. To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data) on the basis that it is necessary to comply with a legal obligation and that we have a legitimate interest to do so (for running our business, provision of administration and it services, network security and to prevent fraud).

3. To deliver relevant website content and send marketing information to you and measure or understand the effectiveness of these activities. We will do so on the basis that you have consented to us processing your personal data in this way. You can always stop receiving marketing information from us at any time as these communications provide easy ways to unsubscribe or update your preferences.

4.To process and deliver our services to you, including providing you with a quote, reviewing our clients’ campaign evaluations, managing payments, fees and charges and collecting and recovering money owed to us on the basis of our performance of our contract with you. 

5. To process your goods and/or services delivered to us, including but not limited to the processing of payments to you on the basis of our performance of our contract with you.  

6. To use the videography and photography material during the course of our business (including by displaying the material on our website and social media platforms) on the basis that you have consented for us to do so or that we have a legitimated interest to do so (to secure contracts with our clients and to grow and promote our business).

 

Change of purpose 

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

 

Changes to the privacy notice and your duty to inform us of changes 

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

 

Data security  

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

 

Who do we share your personal data with

We may disclose your personal data to third parties as follows:

1. If we are under a duty to disclose or share it in order to comply with any legal obligation (for example our auditors, our insurers and HMRC).

2. With media publications applicable to our industry. These may include, but are not limited to: campaign live, brand republic, institute of promotional marketing and marketing weekly. We make use of these publications to promote our services and we will only share your personal data with these media publications if they have agreed with us that they will only process your personal data on our instructions and that they will keep it confidential and secure.

3. With sub-contractors who we engage to assist us in providing our services on the basis that we have a legitimate interest to do so and then only if they have agreed with us that they will only process your personal data on our instructions and that they will keep it confidential and secure. 

4. With our clients who engage or have engaged us to provide our services to, in order to provide feedback on the success of their campaign or to improve the provision of our services on the basis that we have a legitimate interest to do so and then only if they have agreed with us that they will only process your personal data on our instructions and that they will keep it confidential and secure. 

 

Data retention 

We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

 

the list below sets out:

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Question a: circumstances in which personal data was provided

Question b: how long do we keep it?

 

a. When you sign a disclaimer at any of our live events.

b. 7 years from the date of signature of the disclaimer.

 

a. When we collect videography/photography material of you at any of our live events.

b. 7 years from the date of the live event.

 

a. When we engage you to provide us services or goods.

b. 7 years from termination or expiry of our contract with you.

 

a. When you engage us to provide you with any of our services.

b. 7 years from termination or expiry of our contract with you. 

 

a. When we receive your information from publicly available sources or when you are added to our marketing database.

b. Until you request the information to be removed or we refresh our database to suppress dormant entries (typically on an annual basis).

 

a. When you contact us via our website.

b. 2 years from the date of our last communication with you. 

 

a. When you contact us by any other means (e.g. email or telephone) which does not lead to a contractual relationship.

b. 2 years from the date of our last communication with you.

 

a. When we receive your information through a competition entry.

b. 2 years from the date of the competition result made public.

 

Where do we store your personal data and how it is kept secure?

Some of the information you provide to us will be transmitted electronically, e.g. information provided via our website or by email. We would remind you that information transmitted via the internet is not completely secure and although we will do our best to protect any information transmitted in this way, we cannot guarantee its complete security. We have put in place appropriate security measures to prevent your personal data being accidentally lost, accessed or used in an unauthorised way, altered or disclosed. All information you provide to us is stored on our secure servers located in the United Kingdom. We may transfer your personal data to sub-contractors who may store your personal data in the USA. These sub-contractors are part of the privacy shield which requires them to provide similar protection to personal data shared between Europe and the USA.

In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality. We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so. 

 

Your rights in relation to the personal data we hold You have the right to:

 

Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.

Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.

Request erasure of your personal data. this enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request. 

Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.

Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it. 

Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you. 

Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, We may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

 

Contacting us

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If you would like to communicate with us about any of the rights mentioned above, or if you have any other queries about the matters mentioned in this privacy policy, please contact us using one of the following options:

Website: http://www.tribeagency.co.uk/

Email: info@tribeagency.co.uk

Post: 124 City Road, London, England, PC1V 2NX

Telephone: 020 7702 3600

 

Complaints

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You have the right to complain to the Information Commissioner about the way in which we collect and use your personal data: www.ico.org.uk/concerns or telephone 0303 123 1113.

 

Changes to this privacy policy

This policy is effective from 22/05/22. We may change this privacy policy from time to time by updating this webpage. 

 

Terms & conditions

 

1. DEFINITIONS 

 

In these terms and conditions the following shall mean:- 

“Charges” means any charges, fees or other remuneration (excluding Value Added Tax) payable by the Client to the Company for Services and/or Goods specified in the Contract. 

“Client” means the company and/or individual specified in the Contract. 

“Company” means Tribe Marketing Limited. 

“Conditions” means these terms and conditions as amended in accordance with the provisions of clause 2b). 

“Contract” means any contract between the Company and the Client whereby Services and/or Goods are provided by the Company to the Client, on these Conditions.

“Data Protection Legislation” means up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, the regulations and secondary legislation, as amended from time to time, in the UK and then (ii) any successor legislation to the GDPR for the Data Protection Act 1998.

“Deliverables” means all promotional materials including all copy, layouts, artwork, storyboards, script, presentations, drawings, documents, charts, graphics, photographs, films and/or other materials created or produced by or on behalf the Company for the Client in the course of providing the Services, on any media. 

“Force Majeure Event” has the meaning given to it in clause 13.  

“Goods” means any goods, materials or products provided by the Company to the Client pursuant to a Contract. 

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order” means the Company’s order acknowledgement form as completed by the Client.

“Promotion” means a marketing promotion prepared by the Company for the Client. 

“Services” means any services, including the Deliverables and any presentation or proposal, supplied by the Company to the Client pursuant to a Contract. 

 

1. APPLICATION 

   1. These Conditions are, subject to the terms of this Clause 2, the sole terms and conditions upon which the Company supplies the Goods and Services and carries on its business. They shall govern all offers, estimates, quotations, acceptances, contracts and other transactions between the Company and the Client, to the exclusion of all other terms and conditions including those of the Client provided that where in performing the Contract by the provision of Goods, the terms of trading of the suppliers of Goods, including any guarantees and warranties shall apply to the supply of such Goods. 

   2. These Conditions may only be varied with the express written consent of a board director of the Company and are deemed accepted by the Client by virtue of their inclusion in any document forming part of the Contract and automatically take effect from the commencement of any Services to be performed or Goods to be delivered pursuant to the Contract. 

   3. No estimate or other proposal (in whatever form) given by the Company or by any of its duly appointed agents constitutes an offer. All Orders accepted by the Company are subject to these Conditions. 

   4. These Conditions embody the entire agreement and understanding of the parties and supersede all other contracts, representations or undertakings in respect of a Contract and the Goods and Services to be provided pursuant to such contract. 

   5. If the Company has provided in any estimate, quotation or any contractual document any drawing, photographs, illustrations, specifications, statistics, data or descriptive matter relating to the Services and Goods to be provided, the same shall be taken as an estimate only. They do not constitute a description of the Services or Goods, shall not be taken to be representations made by the Company and are not warranted to be accurate. The Client acknowledges that the sale of the Goods is not a sale by sample.

2. APPROVAL AND AUTHORITY 

   1. The conclusion of a binding contract pursuant to Clause 2 shall constitute the Client’s authority for the Customer to proceed to the preparation of the Deliverables. 

   2. The Company shall submit the Deliverables together with any further or revised estimates of the costs applicable to a Promotion to the Client for specific approval. 

   3. The Client’s written approval of the Deliverables and estimates referred to in Clause 3 b)  shall be the Company’s authority to proceed with the Promotion to the extent agreed to by the Client.

3. DELIVERY OF GOODS 

   1. The Company shall ensure that each delivery of Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods and special storage instructions (if any).

   2. If the Contract between the Company and the Client specifies a time and date for the delivery of the Goods, such time and date are approximate only. Time and date of delivery is not of the essence and the Company shall not be liable for any delay in the delivery of the Goods that is caused by a Force Majeure Event or by the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 

   3. Should expedited delivery or performance be agreed by the Company and necessitate overtime or other additional cost, an additional charge shall be payable by the Client. 

   4. In the event of any delay by the Company to deliver the Goods, the Company shall not be liable for any indirect or consequential loss or damage suffered by the Client (including loss of profit or the increased costs of any promotion) and the Client shall not be entitled to rescind the Contract or any part thereof in the event of any delay. 

   5. The Company shall not be liable for any loss or damage incurred by the Client or the increased costs of a Promotion which:- 

      1. result from any circumstances which are the Client’s responsibility under the Contract; or 

      2. arise from any omission or error in any copy or other material which has been approved by the Client; or 

      3. otherwise arise in the absence of negligence on the part of the Company; or 

      4. arise for reasons outside the Company’s direct control, whether or not due to the Company’s negligence. 

 

The Client shall not be entitled to rescind the Contract or any part thereof in such circumstances. 

 

1. The Client shall not be entitled to reject the delivery of Goods by reason only of shortfall in or excess numbers of items delivered. 

2. In relation to deliveries of Goods made directly to the Client or its nominee, advice of:

   1. damage, delay or partial loss of Goods in transit; or

   2. of non-delivery of Goods; or

   3. delivery of Goods not complying with the description ordered under the Contract,

 

must be given in writing to the Company within seven clear days of delivery (or in the case of non-delivery within seven clear days of the date when delivery was due). Any claim in respect thereof must be made in writing to a director of the Company within fourteen clear days of delivery (or in the case of non-delivery within 14 days of the date when delivery was due). 

 

1. All other claims must be made in writing to the Company within ten days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with. 

2. The Company shall not be liable for any warping or distortion of cardboard paper goods and plastic (being hygroscopic materials subject to variations in temperature and humidity both natural and artificial) and the Company shall not be liable for any variance in the quantities of Goods (being stationary or printed material) which does not exceed 10% of the quantity ordered nor for any shortage of loose sheets. 

3. TERMS AS TO QUALITY OF GOODS

   1. The Company shall take all reasonable steps to ensure that the Goods supplied will be of a standard appropriate to the purpose for which the Goods are to be used and which have been notified to the Company by the Client in writing, provided that where the Goods are obtained from a third party, the Goods are supplied on the basis of the disclaimers and warranties which govern supplies from such third party. 

   2. All other conditions and warranties, express or implied by common law, statute or otherwise are hereby expressly excluded and subject to Clause 14, the Company shall have no liability for any loss of whatsoever description suffered by the Client by reason of any breach or alleged breach of any Contract by the Company, or by reason of its negligence (or that of its sub-contractors).  

   3. The Company  shall not be liable for a failure to comply with its obligations under Clause 5a) or otherwise concerning the quality of the Goods if: 

      1. the Client does not notify the Company of the defect as soon as is reasonably possible and in any event within the period specified in Clauses 4g) and 4h)  (immediately confirming in writing any oral notification);

      2. the Client makes any further use of the Goods after giving notice in accordance with Clauses 4g) and 4h);

      3. the Client alters or repairs such Goods without the written consent of the Company,

      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions ;

      5. the Client is provided a reasonable opportunity to inspect all Goods delivered;

      6. the Customer (if requested to do so by the Company) returns such Goods to the Company at the Company’s costs; and

      7. there is a reason to believe that the defect is a result of damage in the course or delivery by a carrier engaged by the Company the conditions as to notification required hereby shall also require equivalent notice to the carrier.

4. SUPPLY OF SERVICES

   1. The Company shall supply the Services to the Client in accordance with the terms of the Contract.

   2. The Company shall use all reasonable endeavours to meet any performance date for the Services as agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

   3. The Company warrants to the Client that it will provide the Services using reasonable care and skill. 

   4. Due to the nature of the Services provided by the Company, the Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any research information provided (if any) to the Client by the Company under the Contract which is incorrect or inaccurate as a result of the size of the sample groups used or inaccurate responses and the Client shall rely on any statistical information provided by the Company to the Client at the Client’s own risk.

5. OBLIGATIONS OF THE CLIENT 

   1. The Client shall inform the Company forthwith: 

      1. if any claim, statement or representation in any Promotion to be carried out is, will be, or is likely to be deemed defamatory, in breach of copyright or otherwise constitutes a violation or infringement of the rights of any person, firm or company or in breach of the terms of any Act or provision of the law or is in any other way unlawful; or 

      2. if any claim or trade description in any work comprised in the Services and/or the Goods and submitted by the Company to the Client for approval is false or misleading. 

   2. The Client shall ensure that all information concerning the Client’s products or services required by statute or otherwise to be displayed during a Promotion is displayed in accordance with such legislation, and shall be responsible for ensuring the legality of all promotional or other materials prepared on behalf of the Client by the Company or its agents. 

   3. The Client shall be responsible for the selection or approval of Goods to be used in any Promotion and shall ensure that all such Goods are entirely suitable for that type of Promotion. The Company shall not be liable for any loss incurred by the Client as a result of any use made of the Goods for any purpose other than the purpose for which the Goods are designed. 

   4. The Client shall, prior to any printing or publication or of any use being made by the Client of any Services and/or Goods provided to the Client by the Company, 

      1. approve in writing all such Services and/or Goods; and 

      2. confirm in writing that the Services and/or Goods are accurate and conform to the terms of the Contract. 

   5. The Client shall treat in complete confidence any conceptual work provided by the Company. Any implementation by the Client of a concept or any part of a concept presented by the Company without the appointment of the Company by the Client shall be a breach of these Conditions and the Client agrees that it shall pay to the Company as liquidated and ascertained damages a fee of 15% of the total expenditure above and below the line of the concept implementation and any linked activity incurred by the Client in exploiting such concept. 

   6. The Client shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to commence.

   7. The Client undertakes to the Company that it shall not at any time directly or indirectly solicit or endeavour to entice away from the Company any director, employee or consultant of the Company or employ any former director, employee or consultant of the Company. 

   8. The Client shall ensure that all the Deliverables as part of the Services comply with all relevant laws and do not breach the laws relating to financial services or any code applicable to the Client’s business and the Client shall indemnify the Company for any loss suffered in connection with the same. 

   9. If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

      1. without effecting any other right or remedy available to it, the Company shall have the right to suspend the performance of its obligations under the Contract until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations. 

      2. the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out this Clause 7i); and

      3. the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 

6. PAYMENT 

   1. The Company shall provide the Services and Goods in accordance with the Contract and the Client shall pay the Charges specified thereon. The Charges set out in an Order are an estimate only and the Client agrees to pay the actual costs incurred by or payable to the Company in performing the Contract. The Company shall use its best endeavours to perform the Contract in compliance with estimated charges. In addition to the Charges, the Client shall pay for any additional expense not provided for in the Contract and incurred by the Company as a result of variations or alterations to the Services and/or Goods (or the termination thereof in accordance with Clause 18) requested by the Client and to which the Company agrees. 

   2. The Company shall invoice the Customer upon signature by the Client of the Order 50% of the known and quoted costs, which shall be payable within 7 days by the Client. The Company shall invoice the Client for the balance due and payable upon commencement of the Services or the delivery of the Goods, unless otherwise explicitly agreed and set out in the order acknowledgement form.  Any advance payments agreed between the Company and the Client shall be non-refundable.

   3. If the Client requires services and/or goods other than those specified in the Contract to be provided by the Company such services and/or goods shall be the subject to additional charges. 

   4. All work produced whether experimental, preliminary or otherwise at the Client’s request will be charged for and the Client agrees to accept such charges.  

   5. The Client shall reimburse the Company all travelling and out-of-pocket expenses incurred in the performance of the Services and the provision of Goods. 

   6. All Charges and any additional costs payable by the Client are quoted exclusive of Value Added Tax and any other tax or duty which may be payable thereon from time to time. The Client agrees that it shall pay Value Added Tax and other taxes to the Company in respect of the Charges. 

   7. The Company shall have the right to invoice the Client in advance or from time to time for any Services and/or Goods to be provided by the Company. If a supplier of Goods or Services to the Company requires payment in advance or at various stages of production, the Client shall pay interim invoices in respect of such Goods or Services immediately on presentation by the Company of such charges. The Company is entitled to retain all commissions received by it in the purchase of Goods and Services made on behalf of the Client. 

   8. Charges are strictly net unless otherwise agreed and payment of the same shall (subject to sub Clause 8b) and 8g)) be made in full (without any set off deductions or withholdings whatsoever) within 30 days from the date of the invoice. 

   9. If any sum owing to the Company by the Client on any account whatsoever is not paid on its due date or if the Company otherwise becomes reasonably dissatisfied with the Client’s credit standing, the Company may (without prejudice to any other rights or remedies it may have) suspend the performance of its obligations under the Contract until such time as arrangements are made which are satisfactory to the Company. 

   10. Time of payment shall be of the essence. If any payment that is to be made under the Contract by the Client to the Company is not made by the due date, interest will be chargeable thereon (after as well as before judgement) on a day to day basis at a rate equivalent to an annual rate of 4 per cent above the Barclays Bank plc Base Rate from time to time until the sum due is paid in full and without prejudice to any other rights of the Company. 

   11. The Company may vary the Charges (and the Client will accept such variations) to reflect any increase in the costs (whether direct or indirect) incurred by the Company in the production or procurement and supply of Services or Goods between the date of the Company’s estimate and the date on which such Services are performed and/or Goods delivered. 

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RISK 

 

The Goods and all physical Deliverables shall be at the risk of the Client from the time at which they leave the Company’s premises for delivery to the Client or its nominee or agent and the Client shall be responsible for insuring the Goods from that time. 

​The Goods and all physical Deliverables are sold subject only to such conditions as to title as are implied by statute. 

 

1. PASSING OF PROPERTY 

   1. Until such time as the Client has paid all sums due to the Company in respect of the Goods, all right and title and property in the Goods shall remain in the Company and the Client will hold the Goods as the Company’s bailee and fiduciary agent. 

   2. Until all right and title and property in the Goods have passed to the Client, the Client shall:

      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;

      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

      3. maintain the Goods in satisfactory condition and keep them insured against all risk for their full price on the Company’s behalf from the date of delivery;

      4. notify the Company immediately if it becomes subject to the events listed in  Clause 18a)(i); and

      5. give the Company such information relating to the Goods as the Company may require from time to time. 

   3. Title to all physical Deliverables prepared for the Client by the Company shall pass to the Client upon payment of all sums due to the Company in respect of the relevant Deliverable. 

   4. The Client shall return on demand to the Company all Goods not paid for in full within two months of delivery. 

 

The Company shall, in respect of all unpaid debts due from the Client, have a general lien on all goods and property belonging to the Client in the Company’s possession and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as it thinks fit and to apply the proceeds towards such debts. 

 

FORCE MAJEURE 

 

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

 

1. LIMITATION OF LIABILITY

   1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

      1. death or personal injury caused by negligence;

      2. fraud or fraudulent misrepresentation; and

      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

   2. Subject to clause 14a), the Company’s total liability to the Client shall be limited to the total amount of fees paid by the Client under the Contract in respect of Goods and/or Services, less the total amount which is recovered (or capable of recovery) by the Client from any third party in respect of that loss or damage.  The Company’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. 

   3. Subject to Clause 14a), the following types of loss are wholly excluded:

      1. Loss of profits.

      2. Loss of sales or business.

      3. Loss of agreements or contracts.

      4. Loss of anticipated savings.

      5. Loss of use or corruption of software, data or information.

      6. Loss of or damage to goodwill.

      7. Indirect or consequential loss.

   4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Conditions.

   5. This clause 14 shall survive termination of the Contract.

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CONFIDENTIALITY 

 

The  Company shall treat inomplete confidence all the marketing and sales information and statistics and data supplied by the Client and (save with the prior consent of the Client) shall not (whether before or after termination of the Contract) disclose any confidential information supplied to it by or on behalf of the Client in connection with any Contract for Services and/or Goods for which payment in full has been received by the Company. 

 

1. Notwithstanding the provisions of clause 15a) above the Client acknowledges the right of the Company to use as it thinks fit such general marketing or advertising intelligence in the field relating to and obtained as a result of the supply of the Services or Goods to the Client. 

2. INTELLECTUAL PROPERTY RIGHTS

   1. The Intellectual Property Rights in all Deliverables supplied by the Company to the Client for the purposes of any Contract shall remain with the Company unless a director of the Company gives express agreement to the contrary in writing provided always that where the aforesaid Intellectual Property Rights are vested in a third party, such Intellectual Property Rights shall remain with that third party. 

   2. The Company grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, non-exclusive, royalty-free non-transferrable licence to copy and use the Deliverables for the purpose for which it was supplied by the Company to the Client under a Contract. 

   3. The Company will retain the Intellectual Property Rights in any material or service contained in any presentation made to the Client in competition with any other person. 

   4. If following a presentation a Contract is not made between the Client and the Company or on the termination of a Contract, the Intellectual Property Rights in and physical ownership of any advertising plans and ideas prepared by the Company shall remain vested in the Company and shall not thereafter be used by the Client regardless of whether or not the physical embodiment of any creative work is in the possession of the Client whether in the form of copy, artwork, plates, films or otherwise and the Client shall makes those available for collection by the Company. 

   5. The Company shall retain the Intellectual Property Rights in all transparencies supplied by the Company to the Client for the purposes of any Contract and the Client shall be liable and reimburse the Company for any loss or damage whatsoever caused to any of those transparencies so lent to it. 

   6. The Company will keep in its care all sales promotion materials entrusted to it by the Client and forthwith upon completion of the provision of the Services the Company shall be entitled to destroy or otherwise dispose of all such material left in its custody. 

   7. The Client grants the Company a fully paid-up, non-exclusive, royalty-free non-transferrable licence to copy and modify any materials provided by the Client to the Company for the terms of the Contract for the purpose of providing the Services to the Company. The Client shall indemnify the Company against any loss or damage arising out of an infringement of any rights of any third party as a result of the Company exercising its rights under any licence granted to it by the Client in accordance with this clause 16g).

   8. All lithographic reproduction work including, without limitation, positives, negatives and plates will remain the property of the Company. 

   9. The Client shall not sub-licence, assign or otherwise transfer the rights granted by Clause 16b).

   10. The Company shall notify the Client promptly on becoming aware of any actual or threatened claim against the Client by any third party in connection with the Deliverables and the Services (or the use of the latter by the Client or any of its licensees), in each giving full details of that unauthorised use and/or claim.

 

 

DATA PROTECTION AND DATA PROCESSING

 

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause and any further data processing agreement to be entered into by the parties is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. 

 

1. TERMINATION 

   1. Notwithstanding anything to the contrary express or implied elsewhere in the Contract the Company (without prejudice to its other rights) may at its sole discretion either terminate the Contract forthwith or suspend the provision of the Services and/or delivery of the Goods until further notice on notifying the Client to that effect in writing in the event that one or more of the following occurs namely:- 

      1. a liquidator (other than for the purposes of amalgamation or reconstruction) trustee in bankruptcy, administrator, receiver, administrative receiver or receiver and manager is appointed in respect of the whole or any part of the assets and/or undertaking of the Client or the Client enters into any arrangement or composition with its creditors or any similar appointment, arrangement or composition is made under any applicable law; or 

      2. the Client fails to make any payment due to the Company under the Contract by the due date or is otherwise in substantial breach of any of the terms of the Contract. 

   2. The Client shall only be entitled to cancel or terminate the Contract with the prior written consent of a director of the Company. 

   3. Upon termination (whether of whole or part) of the Contract by the Client, the Client shall pay the Company the following: in the event of such termination by the Client during the period 8 weeks or more prior to the relevant date for the provision of the Services and/or delivery of the Goods, 30% of the quoted costs of people, 50% of the quoted management fee.