terms & conditions
offline marketing for the online communitY
This document outlines the mutually agreed terms on which HURDLE Ltd is appointed as the Direct Marketing Agency in the UK, EMEA and Worldwide.
2.1.[CLIENT NAME, ADDRESS AND COMPANY NUMBER]
2.2 HURDLE Ltd, a company incorporated in England and Wales with registered number 09644615, whose registered office is Hurdle Limited 67 Grosvenor Street
London, W1K 3JN (the “Agency”)
[CLIENT] agrees to appoint HURDLE as its marketing services agency to create and produce marketing communication materials as briefed and confirmed by [CLIENT] on [DATE].
Without prejudice to the above, this agreement may be terminated by either party giving written or email notice to the other if the other commits a material breach of this agreement, which if the breach is capable of remedy, it is not done so within 30 days of being required to do so in writing, or in the event of the other party going into liquidation or having a receiver or administrator appointed.
We act in all our contracts as a principal at law.
- AGENCY SERVICES
To provide CLIENT with a comprehensive service in all areas of offline marketing commutations and services in a professional manner.
This service to include some or all of the following elements:
5.1. PREPARE STRATEGY DIRECTION FOR A DIRECT MAIL TEST
5.2. PREPARE AND PRODUCE CREATIVE WORK
5.3. PLAN AND BUY PRODUCTION SERVICES – images, print,
5.4 SUPPLY ACCOUNT MANAGEMENT SERVICES DURING THE TEST
5.5. PREPARE MEDIA STRATEGY AND BUY MEDIA SPACE/ SERVICES
- APPROVALS, AUTHORITY AND AMENDMENTS
CLIENT written or email approval of creative ideas, copy, layouts, artworks and other materials in the preparation of communication materials will be sufficient authority for AGENCY to purchase the agreed production materials and prepare visuals (actual copies or electronic), and CLIENT written or email approval of visuals (actual copies or electronic) will be sufficient authority for AGENCY to publish such materials – online or offline, broadcast or at event exhibitions.
CLIENT written or email approval of creative ideas, materials and content with estimated costs will be sufficient authority for AGENCY to enter into production contracts and CLIENT written or email approval of creative content and materials will be sufficient authority for AGENCY to commission production and delivery processes.
“Contact Reports/ Email Reports”, which will be electronically signed and emailed by a responsible executive of AGENCY and will for all purposes be deemed to be accurate unless written or emailed objection is made by CLIENT within 48 hours of the delivery of the relevant Contact Report to CLIENT.
In the event of CLIENT requesting in writing or email any cancellation or amendment to work in progress, AGENCY will take all possible steps to comply, provided that AGENCY can do so within its contractual obligations to suppliers. In the event that this is not possible CLIENT agrees that it will reimburse AGENCY for any charges or expenses to which AGENCY is committed and to also pay AGENCY fees for such work in progress.
AGENCY charges will be based on the following:
7.1 PROJECT FEE
Agency strategy, creative development and Account Management fees, production fees – charges for goods and services to be paid as agreed in advance and recorded in contact reports, estimates or email communication.
7.2 OTHER CHARGES
Outside of the normal costs AGENCY incurs in undertaking business with CLIENT attending day to day business meetings, any additional travel, subsistence and hotel expenses e.g. location shoots, of AGENCY employees will be charged to [CLIENT] at net cost.
All goods and services, purchased by AGENCY on CLIENT behalf will be quoted in advance to CLIENT and subject to Agency a mark up
- COPYRIGHT AND OTHER RIGHTS
The copyright and other intellectual property rights for all purposes in all creative work created by AGENCY for CLIENT are vested in AGENCY, unless arrangements are made to the contrary.
AGENCY will obtain and hold where possible all necessary rights in respect of copyright material commissioned by the AGENCY on CLIENTS behalf. AGENCY will assign such copyright and other intellectual property rights to CLIENT on payment of project invoice.
The copyright and other intellectual property rights in creative work commissioned by AGENCY from third parties will normally vest in the supplier. AGENCY will ensure appropriate usage rights in respect of this material. If required, and at CLIENT’S expense, AGENCY shall use its best endeavours to obtain extended rights or assignment of copyright and other intellectual property rights.
For avoidance of doubt AGENCY shall retain the copyright and other intellectual property rights in any material contained in any presentation or submission prepared by the AGENCY for the CLIENT
The copyright and other intellectual property rights in all software programs used to process data and lists shall remain AGENCY’S exclusive property.
- PROTECTION OF CONFIDENTIALITY
CLIENT acknowledges and agrees that any identifiable and original idea or concept presented by AGENCY in relation to any promotion or campaign invented or developed by AGENCY shall be available only for such a promotion or campaign and shall not be used for any other purposes whatsoever without AGENCY’S express prior agreement given in writing or email. Even where no promotion or campaign is agreed, the ideas and concepts presented to CLIENT shall remain strictly confidential and shall not be used in any way, including communication to any third party, without AGENCY’S express prior consent.
AGENCY acknowledges a duty not to disclose without CLIENT’S permission during or after the term of appointment any confidential information resulting from studies or surveys commissioned and paid for by CLIENT.
CLIENT, in turn, acknowledges AGENCY’S right to use as it sees fit any general marketing or advertising intelligence in the field of CLIENT’S product or service, which AGENCY has gained in the course of its appointment. Such use is subject to the agreement of CLIENT.
- TERMS OF PAYMENT
Payment of all invoices is due by return of receipt by CLIENT.
As it is necessary to pay suppliers on due dates, prompt settlement of accounts is required so that the funds are available to the AGENCY.
Optional Interest for late payment. In the event that payment is not received by the AGENCY on the due date, AGENCY will charge the CLIENT interest at the rate of 4% above the base rate of Barclays Bank plc. From the date the payment was due to the date payment is received, (both before and after judgment).
- TERMS OF BUSINESS WITH SUPPLIERS
AGENCY acts in all dealings with third parties as a principal at law.
The rights and liabilities between CLIENT and AGENCY shall correspond to those between AGENCY and the various suppliers under such standard conditions.
- LEGAL LIABILITY AND OTHER CLAIMS
- 1 LIMITATION OF AGENCY LIABILITY
AGENCY warrants that the services will be provided in a professional manner, the limit to any liability in relation to the provision of services will be £5,000. CLIENT will indemnify AGENCY against any claim that exceeds this figure.
This limit will not apply in the case of death or personal injury caused by the AGENCY’S negligence AGENCY shall not be liable to CLIENT for any delay in, or omission of, publication or transmission or any error in any advertisement, nor delay in posting or delivery, in the absence of default or neglect on the part of the AGENCY.
Notwithstanding anything contained in the agreement, AGENCY will not be liable for any loss of profits, consequential, economic, or indirect loss arising in any way in connection with the performance (or non performance) of the obligations related to this agreement.
12.2 INDEMNITY TO THE AGENCY
CLIENT will indemnify AGENCY against any loss incurred as the result of any civil claims or proceedings brought against AGENCY based upon any advertising and other work prepared for CLIENT by AGENCY and approved by CLIENT before publication or transmission/ broadcast.
- ADVERTISING STANDARDS
AGENCY complies with the British Codes of Advertising and Sales Promotion, administered by the ASA, and with the DMA (UK) Direct Marketing Codes of Practice and other codes of advertising standards laid down on a self-regulatory basis.
CLIENT will provide a list warranty confirming that any data supplied to AGENCY for use in your marketing campaigns has been appropriately obtained and registered under the Data Protection Act 1998.
This agreement is subject to the law of England and Wales and the parties agree to submit to the jurisdiction of the Courts of England and Wales in respect of any dispute or difference arising under the agreement.