1. These terms and conditions

1.1 These are the Terms and Conditions on which we supply products to you, whether these are goods, services, or digital content.

1.2 Please read these Terms and Conditions carefully before you submit your order to us.

1.3 If you are a business customer these Terms and Conditions constitute the entire agreement between us in relation to our Services. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.

1.4 We are Alpha Bravo Studios Ltd., a company incorporated in England and Wales with company number 11779868 with its registered office address at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ. 

1.5 You can contact us by e-mailing our customer service team at info@alphabravostudios.com or by writing to us at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ.

1.6 If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in the online registration form.

1.7 Except to the extent expressly provided otherwise, in these Terms and Conditions:

“Business Day” means any weekday other than a bank or public holiday in England;

“Charges” means the services fees set out in the respective Invoice and any such other amounts as may be agreed in writing by the Provider and the Customer from time to time;

“Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer;

“Customer” means you, the customer requesting our Services in the online registration form;

“Customer Content” means all materials, information, photography, writings and other creative content provided by the Customer for use in the preparation of and/or incorporation in the Deliverables;

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

“Deliverables” means the work product to be delivered by the Provider to the Customer;

“Effective Date” means the date upon which the parties agree to the Invoice;

  “EPK” means an electronic press kit comprising a pre-packaged set of promotional materials relating to the Customer;

“Facebook” means the online social media and social networking services company owned and operated by Facebook, Inc.;

“Final Work” means all materials developed or created by the Provider, or commissioned by the Provider, in relation to the Services and incorporated into and delivered as part of the Final Deliverables, including, but not limited to, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, HTML, CSS, JavaScript and other website code, modifications to Customer Content, and the Provider’s selection, arrangement and coordination of such elements together with the Customer Content and/or Third Party Materials (if any), and as approved and accepted by the Customer in accordance with  Clause 4;

“Final Deliverables” means the final versions of Deliverables provided by the Provider and approved and accepted by the Customer in accordance with  Clause 4;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Instagram” means the photo and video-sharing social networking service owned and operated by Facebook, Inc.;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Invoice” means an invoice to be provided by the Provider to the Customer which shall prescribe the required Services including key commercial terms;

“PPC” means a business model whereby a company that has placed an advertisement on a website pays a sum of money to the host website when a user clicks on to the advertisement;

“Personal Data” has the meaning given to it in the Data Protection Laws;

“Provider” means Alpha Bravo Studios Ltd., a company incorporated in England and Wales with company number 11779868 with its registered office address at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ;

“QR Code” means a machine-readable code consisting of an array of black and white squares, typically used for storing URLs or other information for reading by the camera on a smartphone;

“Services” means the digital marketing services and other services to be provided by the Provider to the Customer as set out in each respective Invoice;

“Terms and Conditions” means these terms and conditions, including any amendments to these terms and conditions from time to time and as may be modified by the respective Invoice;

  “Timetable” means the timetable by which the Deliverables will be produced and provided to the Customer to be agreed in writing between the Provider and the Customer;

“Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, stock photography or stock illustrations; and

“YouTube” means the video-sharing website owned and operated by Google Inc.

1.8 Except to the extent expressly provided otherwise, in these Terms and Conditions:

(a) references to Clauses are to clauses in these Terms and Conditions;

(b) the Clause headings do not affect the interpretation of these Terms and Conditions;

(c) a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time and any subordinate legislation made under that statute or statutory provision;

(d) general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things; and

(e) an obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. Term

2.1 Each Contract shall come into force upon the Effective Date and shall continue in force until all the Services have been delivered to the Customer in accordance with these Terms and Conditions and all the Charges have been paid to the Provider in cleared funds, after which delivery and payment the Contract shall terminate automatically, subject to earlier termination in accordance with Clause 14.

3. Services

3.1 These Terms and Conditions shall apply and operate in conjunction with an Invoice to be entered into between the Provider and the Customer. The Provider shall provide the Customer with certain Services specified in each Invoice in accordance with these Terms and Conditions and the respective Invoice. The only terms and conditions upon which the Provider will deal with the Customer in relation to the Services are set out in these Terms and Conditions and the respective Invoice, and these Terms and Conditions and the Invoice shall govern the Contract to the exclusion of all other terms and conditions. Each Invoice shall create a distinct contract under these Terms and Conditions.

3.2 Once the initial payment under the respective invoice has been paid, the Services shall commence, and if required a Timetable will be agreed, and the Services will be completed in the most efficient and expedient manner, but the actual delivery time will depend on the complexity of the Services to include but not exclusively the complexity of the production or campaign, the availability of locations, props, etc. and predicted timelines. Expected delivery times will be communicated to the Customer via email or Slack as the Services progress.

3.3 The Customer acknowledges that a delay in the Customer performing its obligations under any Contract may result in a delay in the performance of the Services; and subject to Clause 12.1 the Provider will not be liable to the Customer in respect of any failure to meet any agreed milestones or deadlines to the extent that that failure arises out of a delay in the Customer performing its obligations under any Contract.

3.4 The Provider shall keep the Customer reasonably informed via email or Slack of the progress of the Services and, in particular, shall inform the Customer of any substantial obstacles or likely delays in the performance of the Services.

3.5 If any Contract terminates (for whatever reason) before the delivery of the Final Work and/or Final Deliverables to the Customer, subject to all outstanding Charges being paid to the Provider in cleared funds, the Provider must within 14 days following such termination deliver to the Customer all work in progress towards the Final Work and/or Final Deliverables.

3.6 The following general condition applies to the Services, namely that the Provider will provide creative direction for the Services and will make all reasonable endeavours to align with the Customer’s brand and provide the Services in accordance with the original treatment or brief agreed between the Provider and the Customer but given there may be creative differences between the Provider and the Customer, the Provider makes no guarantee that the Final Work and/or Final Deliverables will be as envisaged by the Customer and the Customer does not have the right to refuse to pay the respective Charges in such a circumstance.

3.7 The following special conditions apply to the specific Services set out below:

(a) Social Media Management

(i) the Services referred to as “Social Media Management” means the management of the Customer’s Instagram account by the Provider;

(ii) the Customer will be required to provide their Instagram username and password to be provided with these Services;

(iii) whilst the Provider will make reasonable effort to increase followers and engagement with the Customer’s Instagram account, no new followers or additional engagement by existing followers is guaranteed due to the number of variables affecting these values;

(iv) Charges for these Services will be set out in the respective Invoice; and

(v) cancellation of these Services requires, at a minimum, 7 days’ notice by e-mail to the Provider and there will be a cancellation fee as set out in Clause 7.

(b) Smart Promotional Cards

(i) the Services referred to as “Smart Promotional Cards” means the production of promotional cards for the Customer which use QR Codes;

(ii) the Provider is not liable for any mistakes in any produced cards that are a result of faulty information provided by the Customer. In this case, the respective Charges are not refundable, and any new cards produced will be subject to an additional Charge;

(iii) the Customer is required to ensure that the produced cards do not infringe Intellectual Property Rights of any third party and the Provider shall not be liable in any way for any breaches of third party Intellectual Property Rights in any produced cards and the Customer hereby agrees to fully indemnify and hold the Provider free from harm in any and all claims resulting from the Customer in not having obtained all the required copyright, and/or any other necessary permissions;

(iv) the Provider will not actively monitor traffic through the QR Code but will set up and provide access to the tools required to do so to the Customer; and

(v) Charges for these Services will be set out in the respective Invoice. 2 editing revisions are included with this Service and any additional revisions will be subject to a separate Charge to be agreed in writing between the Provider and the Customer.

(c) EPK Creation / EPK Plugging

(i) the Services referred to as “EPK Creation” means the creation of an EPK for the Customer and “EPK Plugging” refers to the publication, promotion or otherwise drawing publicity to the Customer’s EPK by the Provider;

(ii) the Provider is not liable for any mistakes in any produced EPK that are a result of faulty information provided by the Customer;

(iii) whilst the Provider will make reasonable effort to increase engagement with the Customer by way of the EPK Creation and/or EPK Plugging Services, no additional engagement is guaranteed due to the number of variables affecting such engagement;

(iv) Charges for these Services will be set out in the respective Invoice. 2 editing revisions are included with this Service and any additional revisions will be subject to a separate Charge to be agreed in writing between the Provider and the Customer. EPK Creation and EPK Plugging are separate Services that are subject to separate Charges and the purchase of one Service does not entitle the Customer to the other Service unless otherwise stated on the respective Invoice; and

(v) the Provider may use affiliate services to provide the EPK Plugging Services without notice to the Customer.

(d) Music Video Production and/or Promotional Video Production

(i) the Services referred to as “Music Video Production” and “Promotional Video Production” means the production of a bespoke audio-visual work, respectively a music video (a “Music Video”) or a promotional video (a “Promotional Video”);

(ii) if requested by the Provider and as required, the Customer will supply scripts, storyboards, product props, production, notes, music, celebrity talent, creative guidance/supervision, and related clearances;

(iii) the Customer is strictly required to ensure that the Timetable is adhered to and acknowledges that any deviations from the Timetable may lead to additional costs which will be for the Customer’s account and which the Customer hereby agrees to pay on request;

(iv) certain of the professionals at the video shoot will be 3^rd party agents of the Provider and the Customer is not authorised to instruct them with respect to any aspect of the video shoot, and the Provider is not liable in any way in such an event, instead the Customer must correspond with the Provider at all times,

(v) the Provider will make all reasonable endeavours to film, edit and colour grade the Music Video or Promotional Video as close to the original description in the original treatment or brief agreed between the Provider and the Customer However, final results are dependent on the performers, weather, unanticipated set-backs and co-operation of all parties involved and therefore the Provider makes no guarantee that the final produced Music Video or Promotional Video will be as envisaged by the Customer and the Customer does not have the right to refuse to pay the Charges in such a circumstance;

(vi) for Music Videos that are played online or any other medium other than television, the Music Video must contain the logo of the Provider and the credit “Visuals by Alpha Bravo Studios” which logo and credit cannot be removed under any circumstances. If a Music Video is to be played on the television then the Provider will supply a logo-free and credit-free version of the Music Video for an additional Charge of £250 per requested format, however the director of the Music Video and the Provider must receive the appropriate credits;

(vii) all raw footage, audio, and pictures from the video shoot shall remain the property of the Provider which may be used in promotional content but only with the Customer’s written permission;

(viii) Charges for these Services will be set out in the respective Invoice, however the Customer acknowledges that unforeseen additional costs may be incurred as the shoot progresses that will be for the account of the Customer but which will not be incurred without the written agreement of the Customer;

(ix) 2 editing revisions are included with this Service and any additional revisions will be subject to a separate Charge to be agreed in writing between the Provider and the Customer. Note that a requested revision cannot vary the original treatment or brief agreed between the Provider and the Customer cannot necessitate a material change to the then current form of the Music Video or Promotional Video. The Provider shall decide in its absolute discretion if a requested revision is reasonable and will reject any unreasonable revision requests or shall inform the Customer of the additional Charges required for such a revision;

(x) if the Customer cancels the video shoot there will be a cancellation fee as set out in Clause 7; and

(xi) the Customer shall be responsible to pay for any damages to any sets, props, equipment or otherwise that is not covered by any applicable insurance policy or is additional to any stated excesses of such insurance policy.

(e) Graphic Design

(i) the Services referred to as “Graphic Design” means the production or editing of single or multiple digital visual items. This may include, but is not limited to, album artwork, social media profile pictures, platform optimised content and promotional images;

(ii) unless otherwise stated in the Invoice, these Services will mean the provision of a promotional image for social media and cover pictures for Facebook and YouTube;

(iii) the Customer is required to ensure that the produced images do not infringe Intellectual Property Rights of any third party and the Provider shall not be liable in any way for any breaches of third party Intellectual Property Rights in any produced images and the Customer hereby agrees to fully indemnify and hold the Provider free from harm in any and all claims resulting from the Customer in not having obtained all the required copyright, and/or any other necessary permissions; and

(iv) Charges for these Services will be set out in the respective Invoice. 2 editing revisions are included with this Service and any additional revisions will be subject to a separate Charge to be agreed in writing between the Provider and the Customer.

(f) Photo Shoots and Editing

(i) the Services referred to as “Photo Shoots and Editing” means the production of a series of photographs for the Customer;

(ii) the Customer is strictly required to ensure that the Timetable  is adhered to and acknowledges that any deviations from the Timetable may lead to additional costs which will be for the Customer’s account and which the Customer hereby agrees to pay on request;

(iii) certain of the professionals at the photo shoot will be 3^rd party agents of the Provider and the Customer is not authorised to instruct them with respect to any aspect of the photo shoot, and the Provider is not liable in any way in such an event, instead the Customer must correspond with the Provider at all times;

(iv) the Provider makes no guarantee as to the number of photographs that will be produced, however the intention is to provide around 40 edited photographs;

(v) where the photographs are displayed online, they are required to contain the credit “Photography by Alpha Bravo Studios”;

(vi) all raw footage, audio, and pictures from the photo shoot shall remain the property of the Provider which may be used in promotional content but only with the Customer’s written permission;

(vii) Charges for these Services will be set out in the respective Invoice. 2 editing revisions are included with this Service and any additional revisions will be subject to a separate Charge to be agreed in writing between the Provider and the Customer;

(viii) if the Customer cancels the photo shoot there will be a cancellation fee as set out in Clause 7; and

(ix) the Customer shall be responsible to pay for any damages to any sets, props, equipment or otherwise that is not covered by any applicable insurance policy or is additional to any stated excesses of such insurance policy.

(g) Website Design and Support

(i) the Services referred to as “Website Design and Support” means the production of a website but explicitly does not include hosting or domain name services. The Provider will assist the Customer in finding 3^rd party suppliers in this regard but the Provider excepts no liability for such 3^rd party suppliers;

(ii) if these Services are for the re-design of an existing website, the Customer must give the Provider full access to such website before such Services can commence;

(iii) before commencing these Services, the Provider and the Customer will agree a brief that will cover in detail the navigation items, colours, structure and content of the website and once agreed, any changes to that agreed brief will incur an additional Charge;

(iv) once the website design is complete, the Provider will provide the Customer with the opportunity to review the resulting work. The Provider will make 2 sets of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include textual changes, colour changes, image changes and small adjustments to placement of items on the page. It does not include changes to navigation features. Any minor changes can be notified to the Provider by e-mail. The Provider will consider that the Customer has accepted the original draft if no notification of changes is received in writing from the Customer within 14 days of the start of the review period;

(v) the Provider makes every effort to ensure websites are designed to be viewed by most visitors accessing the website via the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9 and Google Chrome) on the most popular devices. However, the Customer agrees that the Provider cannot guarantee correct functionality with all browser software across different operating systems and devices;

(vi) the Customer is required to ensure that any content of the website does not infringe Intellectual Property Rights of any third party and the Provider shall not be liable in any way for any breaches of third party Intellectual Property Rights in any produced website  and the Customer hereby agrees to fully indemnify and hold the Provider free from harm in any and all claims resulting from the Customer in not having obtained all the required copyright, and/or any other necessary permissions;

(vii) any produced website shall contain the credit “Website by Alpha Bravo Studios” which credit cannot be removed under any circumstances; and

(viii) Charges for these Services will be set out in the respective Invoice, however the Customer acknowledges that unforeseen additional costs may be incurred as the website development progresses that will be for the account of the Customer but which will not be incurred without the written agreement of the Customer. If stated on the respective Invoice, the Services may also include ongoing website maintenance at the Charges specified on the respective Invoice which shall mean updating content at the request of the Customer, making backups, installing plugins, applying minor version updates, prevention and/or removal of malware and other security threats and fixing any bugs related to hosting upgrades.

(h) PPC and/or Ad Spend

(i) the Services referred to as “PPC and/or Ad Spend” refers to the promotion of the Customer using PPC and similar advertising techniques;

(ii) whilst the Provider will use all reasonable endeavours to ensure a successful PPC campaign, the Provider does not guarantee any results from this Service and any estimates provided by the Provider are purely estimates based on previous campaigns and individual performance may vary;

(iii) the Provider may refuse to use any input material provided by the Customer which the Provider deems to be detrimental to any PPC campaign or any Services provided;

(iv)  once the Services are underway it may not be possible for the Provider to make any changes to audiences, budgets or timeframes of the PPC campaign;

(v) the Provider cannot control search engines or social media platforms and cannot provide any guarantee that the designated search engine(s) or platforms will not change their policies or functionality in such a way that will have a detrimental effect on the effectiveness of any PPC campaign; and

(vi) Charges for these Services will be set out in the respective Invoice. The Provider may request that the Customer adds a payment card to its ad account to fund its authorised ad spend.

4. Timing and Acceptance

The Provider will undertake commercially reasonable efforts to perform the Services and produce the Deliverables in accordance with these Terms and Conditions. The Customer agrees to review the Deliverables within 3 Business Days of receipt of each Deliverable and to promptly either, (i) approve and accept the Deliverables in writing which will then become a Final Deliverable or (ii) provide written objections, corrections, changes or amendments that the Customer wishes made to such Deliverable and if reasonable and justified the Provider shall undertake to make the same in a commercially timely manner. In the absence of such notice from the Customer within the said stated time period, the Deliverable shall be deemed accepted and a Final Deliverable.

5. Intellectual Property Rights

5.1 The Intellectual Property Rights in respect of the Customer Content shall remain the sole property of the Customer. The Customer hereby grants to the Provider a non-exclusive, non-transferable license to use, reproduce, and modify the Customer Content solely in connection with the Provider’s performance of the Services and the production of the Deliverables.

5.2 All Third Party Materials are the exclusive property of their respective owners. The Provider shall inform the Customer of all Third Party Materials that may be required to perform the Services or otherwise be integrated into the Final Work. Under such circumstances, the Provider shall inform the Customer of any licensing requirements.

5.3 Until the Provider has received full payment of all Charges and out-of-pocket expenses due (if any) with respect to the Services, all Intellectual Property Rights in and to any video, artwork, photograph or design comprising the works created by the Provider as part of the Final Work and Final Deliverables shall belong to the Provider and the Customer shall not be permitted to make use of or distribute, whether publicly or privately, any such video, artwork, photograph or design comprising the works created by the Provider as part of the Final Work and Final Deliverables and which shall be an infringement of the Providers Intellectual Property Rights.

5.4 Upon completion of the Services and conditional upon full payment of all Charges and out-of-pocket expenses due (if any), the Provider hereby assigns to the Customer all Intellectual Property Rights in and to any video, artwork, photograph or design comprising the works created by the Provider as part of the Final Work and Final Deliverables. The Provider shall cooperate with the Customer and shall execute any additional documents reasonably requested by the Customer to evidence all such assignments of all such Intellectual Property Rights.

5.5 The Provider retains the right to reproduce, publish and display the Final Deliverables in the Provider’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement.

6. Customer Obligations

6.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such co-operation, support and advice; information and documentation; and governmental, legal and regulatory licences, consents and permits, as are reasonably necessary to enable the Provider to perform its obligations under any Contract.

7. Charges

7.1 The Customer shall pay the Charges to the Provider as set out in the respective Invoice.

7.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 7.2.

7.3 All amounts stated in or in relation to any Contract are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

7.4 The Provider shall issue Invoices for the Charges monthly or as otherwise set out in the respective Invoice.

7.5 The Customer must pay the Charges to the Provider within the period set out in the respective Invoice .

7.6 The Customer must pay the Charges by cash, debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Provider to the Customer from time to time).

7.7 If any Services have commenced and are cancelled by the Customer, there will be a cancellation fee payable to reimburse all costs, charges and expenses that the Provider has incurred up until the point of cancellation plus a 40% margin on such amounts or such other cancellation fees as set out in the respective Invoice.

7.8 If the Customer does not pay any amount properly due to the Provider under any Contract, the Provider may charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month), or may claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

8. Confidentiality Obligations

8.1 In this Clause 8, Confidential Information means all information of a confidential nature disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party (a “Disclosing Party”) to the other party (a “Receiving Party”) whether before or after the date of any Contract including, without limitation, information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs.

8.2 Each party undertakes that it shall not at any time during any Contract and for a period of 5 years after termination of such Contract, disclose to any person any Confidential Information except as provided by Clause 8.3.

8.3 Each party may disclose the other party’s Confidential Information to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party’s obligations under any Contract (a “Recipient”) and as may be required by law, court order or any governmental or regulatory authority.

8.4 The Receiving Party shall ensure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under any Contract as if the Recipient was a party to such Contract and these Terms and Conditions.

8.5 This Clause 8 does not apply to information which:

(a) is at the date of any Contract or at any time after the date of any Contract comes into the public domain other than through breach of such Contract by the Receiving Party or a Recipient;

(b) can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or

(c) subsequently comes lawfully into the possession of the Receiving Party from another source.

8.6 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under any Contract.

8.7 The Receiving Party shall ensure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under the respective Contract as if the Recipient was a party to such Contract.

9. Data Protection

9.1 The Provider agrees to comply with the Data Protection Laws at all times in providing the Services with respect to any Personal Data that it receives from the Customer.

10. Warranties

10.1 The Provider shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.

10.2 The Provider warrants to the Customer that the Provider has the legal right and authority to enter into any Contract and to perform its obligations under any Contract and has or has access to all necessary know-how, expertise and experience to perform its obligations under any Contract.

10.3 The Customer warrants to the Provider that it has the legal right and authority to enter into any Contract and to perform its obligations under any Contract.

10.4 The Customer warrants to the Provider that to the best of the Customer’s knowledge, the Customer Content does not infringe or violate the rights of any third party, including Intellectual Property Rights.

11. Indemnities

11.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of any Contract.

11.2 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of any Contract.

11.3 The indemnity protection set out in this Clause 11 shall be subject to the limitations and exclusions of liability set out herein.

12. Limitations and Exclusions of Liability

12.1 Nothing herein will limit or exclude any liability for death or personal injury resulting from negligence or limit or exclude any liability for fraud or fraudulent misrepresentation.

12.2 The limitations and exclusions of liability set out in this Clause 12 and elsewhere herein are subject to Clause 12.1 and govern all liabilities arising under any Contract or relating to the subject matter of any Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise herein.

12.3 Neither party under these Terms and Conditions shall be liable to the other party in respect of any loss of profits or anticipated savings, loss of revenue or income or any special, indirect or consequential loss or damage.

12.4 The aggregate liability of the Provider to the Customer under any Contract shall not exceed the greater of the total amount paid and payable by the Customer to the Provider under such Contract.

13. Force Majeure Event

13.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under any Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

14. Termination

14.1 If a Force Majeure Event prevents the Provider (acting reasonably) from providing the Services in accordance with the relevant Contract, the Provider may terminate such Contract by giving to the Customer written notice of termination.

14.2 The Provider may terminate the Contract immediately by giving written notice of termination to the Customer if the Customer commits any material breach of the Contract that is not remedied within the period of 30 days following the giving of a written notice by the Provider to the Customer requiring the breach to be remedied.

14.3 The Customer may terminate the Contract immediately by giving written notice of termination to the Provider if the Provider commits any material breach of the Contract that is not remedied within the period of 30 days following the giving of a written notice by the Customer to the Provider requiring the breach to be remedied.

14.4 Either party may terminate the Contract immediately by giving written notice of termination to the other party is dissolved, is or becomes insolvent or is declared insolvent or if an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party.

14.5 The Provider may terminate the Contract immediately by giving written notice to the Customer if any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid for 30 days.

15. Effects of termination

15.1 Upon the termination of any Contract, all of the provisions of such Contract shall cease to have effect, save that the following provisions herein shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 5, 7, 8, 9, 10, 11, 12, this Clause 15 and Clause 16.

15.2 Except to the extent expressly provided otherwise herein, the termination of any Contract shall not affect the accrued rights of either party.

15.3 Within 30 days following the termination of any Contract for any reason the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of such Contract and the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of such Contract, if any, without prejudice to the parties’ other legal rights.

16. Non-solicitation of personnel

16.1 The Customer must not, without the prior written consent of the Provider, either during the term of any Contract or within the period of 6 months following the end of such Contract, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of any Contract.

16.2 The Provider must not, without the prior written consent of the Customer, either during the term of any Contract or within the period of 6 months following the end of such Contract, engage, employ or solicit for engagement or employment any employee or subcontractor of the Customer who has been involved in any way in the negotiation or performance of any Contract.

17. Notices

17.1 Any notice or other communication given to a party under or in connection with any Contract shall be in writing and shall be sent by email to the most recent email address notified or used by the other party and shall be deemed to have been received immediately if sent by e-mail to a correct and verified address.

18. Law and jurisdiction

18.1 These Terms and Conditions and any Contract and Invoice shall be governed and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause 18.1. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.