HAITI73 AGENCY LTD
Terms & Conditions of Service
LAST UPDATED: August 2023
- ABOUT THESE TERMS
1.1 Please read these Terms & Condition of Service carefully as they set out the parties’ rights and obligations in relation to the marketing services supplied by Haiti73. By instructing Haiti73 to carry out marketing services, you are deemed to have accepted these Terms and Conditions of Service.
1.2 These Terms & Conditions of Service (“Terms of Service”) govern the relationship between you, the client who has placed the order or the recipient of the marketing services (if different) (the “Client”) and us Haiti73 trading name of Agnès Cazin (“Marketing Agency”). These Terms of Service form the basis of the Agreement between us for the marketing services.
1.3 Where the Client comprises of more than one entity, each entity shall be jointly and severally liable for the Client obligations under this Agreement and the Marketing Agency may take action against, or release or compromise the liability of, a co-obligor, without affecting the liability of any other co-obligor.
1.4 These Terms of Service apply to this Agreement to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.5 The capitalised words in these Terms of Service are defined within the Glossary section at the end of this Agreement. Pease refer to the Glossary section for a comprehensive list of all defined terms within this Agreement and their meanings.
1.6 These Terms of Service shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
1.7 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and it shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.8 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.9 A reference to writing or written includes email but not fax.
1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.11 These Terms of Service are subject to change without prior notice, except that the Terms of Service in force at the time you place your order will govern the order in question. You can determine when we last changed these Terms of Service by referring to the ‘LAST
UPDATED’ statement above.
2. FORMATION OF THE CONTRACT - Engagement
2.1. The acceptance of a Quotation for Services by Haiti73 Agency Ltd constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted a Quotation when it either signs the Quotation or otherwise communicates to Haiti73 Agency Ltd that it has accepted the Quotation. The Contract is deemed to commence on the earlier of:
2.1.1. a written acknowledgement issued and executed by Haiti73 Agency Ltd; or
2.1.2. by Haiti73 Agency Ltd starting to provide the Services.
2.2. Any Quotation is valid for a period of fourteen (14) days from its date, provided that Haiti73 Agency Ltd has not previously withdrawn it in writing.
The Client acknowledges that it enters into the Contract in the course of its business and not as a consumer.
2.3 The Client appoints the Marketing Agency to perform the Marketing Services and the Additional Services, if any, for the Project and the Marketing Agency accepts the Engagement upon the terms of this Agreement (the “Engagement”).
2.4 The Services shall be provided by Haiti73 Agency Ltd to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.1.2.
3. THE MARKETING SERVICES
3.1 The Marketing Agency will supply the Marking Services, and any Additional Services if applicable, with the reasonable skill and care to be expected of a qualified and competent marketing consultant experienced in carrying out marketing services for projects of a similar size, scope and complexity to the Project (“Good Industry Standards”).
3.2 The Marketing Agency will use Good Industry Standards to:
(a) comply with the Project Brief supplied by the Client.
(b) co-operate with the Client’s other suppliers assigned to the Project.
(c) comply with all lawful and reasonable instructions of the Client given under this Agreement.
(d) keep the Client informed about the progress of the Marketing Services and any Additional Services if applicable and provide the Client with such information as it may reasonably require from time to time.
3.3 The Marketing Agency will only be liable under this Agreement to the extent it has failed to exercise Good Industry Standards.
3.4 The parties agree that the Marketing Agency will not be subject to any fitness for purpose obligation or performance guarantee under this Agreement and shall have no liability in connection with any fitness for purpose obligation or performance guarantee. In particular, the Marketing Agency does not guarantee that the Marketing Services will produce sales, revenue or traction for the Client’s business.
3.5 The Marketing agency reserves the right to refuse to handle any material that it considers to be offensive, illegal or controversial.
4. OUR TIMESCALES
4.1 The Marketing Agency will use Good Industry Standards to meet Client timescales provided those timescales are communicated to it before finalisation of the Marketing Specification.
4.2 The Marketing Agency will also use Good Industry Standards to meet any Client timescales communicated to it after finalisation of the Marketing Specification, provided, it reserves the right to increase the fee to reflect this variation in the pace of the Marketing Services and Additional Services if applicable.
4.3 The Marketing Agency will not be responsible for failure to meet any Client timescales where the failure occurs, wholly or partially, as a result of an event or factor beyond the control of the Marketing Agency.
5. YOUR CLIENT OBLIGATIONS
5.1 The Client shall:
(a) co-operate with the Marketing Agency in all matters relating to the Marketing Services and the Additional Services if applicable,
(b) ensure that any information it provides during the Engagement is update to date, complete and accurate,
(c) obtain and maintain all necessary licences and permissions necessary for the Marketing Services and the Additional Services if
applicable;
(d) Client must act in good faith
(e) must have a valid reason to end the contract or that he has to give 30 days’ notice to end it.
(f) Pay on time
(g) allowing sufficient time and resources for each stage of the project
(h) Provide clear direction
(i) ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable
Haiti73 Agency Ltd to legitimately use the Client material in the provision of the Services
5.2 If the Marketing Agency's performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without affecting any other right or remedy available to it, the Marketing Agency will have the right to suspend performance of the Marketing Services and the Additional Services if applicable until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Marketing Agency's performance of any of its obligations,
(b) the Marketing Agency shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Marketing Agency's failure or delay to perform any of its obligations as set out in this 5.2, and
(c) the Client shall reimburse the Marketing Agency on written demand for any costs or losses sustained or incurred by the Marketing
Agency arising directly or indirectly from the Client Default.
6.THE FEES & PAYMENT
6.1 The Client shall pay the Fee for the Marketing Services supplied in accordance with this clause 6. The Fee for the Marketing Services may be charged on a time reimbursable basis and/or on a fixed fee basis, as determined in the Marketing Specification.
Clause 6.3 to clause 6.4 shall apply where the Fee is chargeable on a time reimbursable basis and clause 6.5 to clause 6.7 where the Fee is chargeable on a fixed fee basis.
6.2 The Client shall pay the Additional Fee for any Additional Services supplied by the Marketing Agency under this Agreement. The
Additional Fee shall be payable in accordance with the payment obligations below.
Time reimbursable fee:
6.3 The Client shall pay the Marketing Agency the professional rates stated in the quotation Specification. The Marketing Agency’s professional rates shall be applied on either an hourly or daily basis as determined in the quotation Specification.
6.4 Each month during the Engagement, the Marketing Agency shall submit to the Client an invoice setting out:
(a) the hours or days worked by the Marketing Agency during the relevant month, (b) the Marketing Services supplied during the relevant month,
(c) details of any Additional Services supplied in that month and the amount the Additional Fee payable for such,
(d) details of any expenses being claimed for that month, and
(e) the amount of the Fee payable for the Marketing Services in that month.
Fixed fee:
6.5 The Client shall pay the Marketing Agency the fixed fee for the Marketing Services as stated in the quotation Specification.
6.5.1. Unless otherwise stated in writing any price and daily rate contained in the Quotation excludes:
6.5.2. the cost of hotel, subsistence, venues, traveling and any other ancillary expenses reasonably incurred in connection with the Services, and the cost of any materials or disbursements. Such expenses, materials or disbursements shall be invoiced to the Client at cost; and
6.6. All additional work requested by the Client, which is requested following commencement of the Services and which is outside the scope of the Quotation (including any services necessarily procured in order to carry out the Services) shall be regarded as additional to the cost given in the Quotation and will be invoiced separately at the rates contained in the then current Haiti73 Agency Ltd rate card.
6.7. All charges listed in Quotations are estimates and are subject to final confirmation of technical specification.
6.8 The Marketing Agency will invoice the Client on milestone payments in which case the Fee will be invoiced against the relevant milestones set out in the onboarding Specification. Milestone payments will be invoiced in accordance with clauses 6.9 below.
6.9 The Marketing Agency will submit invoices, in each case, within 30 days of achievement of a designated milestone. The invoice will set out:
(a) details of the deliverables and/or milestones achieved in accordance with the Marketing Specification,
(b) details of any Additional Services supplied in that month and the amount the Additional Fee payable for such,
(c) details of any expenses being claimed for that month, and
(d) the amount of the Fee payable for the achievement of the above deliverables and/or milestones.
Payment:
6.9 All invoices are payable on receipt, in the currency set in the invoice by the Client as payments dictate progression of the project at specific milestones. If invoices are not paid with immediate effect, Haiti73 Agency LTD has the right to desist working on the project until payment is made.
Any other payment terms agreed between the Client and Haiti73 Agency LTD must be confirmed in writing by Haiti73 Agency LTD.
6.9.1. Prior to Haiti73 Agency Ltd commencing the Services, payments are a 20% deposit at booking, non refundable.
6.9.2. 40% at the start of the production.
6.9.3. 40% at completion of project.
6.9.4 All monies payable at any time under this Agreement shall be subject to the additional payment of value added tax at the rate in force at the time the relevant payment is due to the Marketing Agency, if applicable.
6.10. The Client shall be entitled to request up to two (2) amendments to the project work/artwork supplied for approval. Any amendments requested by the Client in addition to the two (2) permitted amendments will be deemed to be additional work and will be charged at Creative Spark’s standard hourly fee rates.
6.11. If the Client believes that the design work does not conform to the description then it shall notify Creative Spark within three (3) days of receiving the same. If no notification is received then the design work shall be deemed accepted and to conform to the description of the Services in every respect. For the purposes of this condition
6.12. Creative Spark’s liability for defects in the Deliverables shall be limited to the replacement of the Deliverables at no additional cost to the Client. Provided always that such defect is notified to Creative Spark in accordance with this condition 6.90 and the Deliverables have been returned to Creative Spark for inspection.
6.13. The parties agree that Creative Spark may review and increase its standard hourly fee rates at any time, provided that such charges cannot be increased more than once in any 12 (twelve) month period. Creative Spark will provide the Client with written notice of any such increase one (1) month before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within two (2) weeks of such notice being received or deemed to have been received in accordance with this condition 6.11, terminate the Contract by giving three (3) months written notice to Creative Spark.
6.14 All amounts due under this clause 6 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.15 If the Client fails to make a payment due to Marketing Agency under the Agreement by the due date, then, without limiting any of the Marketing Agency's other rights and remedies, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 6.11% will accrue daily at a rate of 4% per annum above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.16 The Client must pay the Marketing Agency for all Marketing Services and Additional Services supplied under this Agreement. The Client’s payment obligations under this clause 6 apply irrespective of the status of a Project Event (if applicable). For the avoidance of doubt, the Client remains responsible for the Fee, and any Additional Fee if applicable, where a Project Event is postponed or cancelled for a reason beyond the control of the Marketing Agency. Postponement and/or cancellation of a Project Event, the Marketing Services or Additional Services if applicable shall not in any way relieve the Client of its payment obligations under this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Marketing Services and the Additional Services if applicable (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Marketing Agency.
7.2 Subject to payment of all fees and expenses that are due under this Agreement, the Marketing Agency, hereby grants to the Client a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and use the Final Deliverables for its intended purpose in the Client’s existing business. This licence shall not include a licence to reproduce all or any part of the Deliverables for a project or business other than the one for which the Marketing Services and the Additional Services if applicable were commissioned. This licence is terminated with immediate effect as soon as any invoice becomes overdue.
7.3 The Marketing Agency shall not be liable for any use of the Final Deliverables for a purpose other than that for which it was prepared or provided by the Marketing Agency.
7.4 The Client shall not sub-license, assign or otherwise transfer the rights granted in 7.2. Page 5 of 12
Version August 2022
7.5 The Marketing Agency asserts any and all of its rights arising under Sections 77 and 80 of the Copyright, Designs and Patents Act 1988 in respect of the Marketing Services and Additional Services if applicable and any other materials of the Marketing Agency incorporated or referred to in them.
7.6 The Client undertakes that on each occasion that it advertises the Project (including on social media, brochures and websites) or publishes or exhibits any material prepared by the Marketing Agency in connection with the Project, it shall include the following credit: “Marketing Agency: Haiti73”.
7.7 The provisions of this clause 7 shall continue notwithstanding completion of the Marketing Services and any Additional Services if application or termination of our Engagement under this Agreement.
7.8. The Client acknowledges that it is not the obligation of Creative Spark to search for registered trademarks or to contact the Intellectual Property Office on behalf of the Client unless specifically requested by the Client, agreed by Creative Spark within the contract and on confirmation of the quotation.
7.9. In the event that the Client wishes to use the Deliverables and/or any of the Intellectual Property Rights for purposes outside of the scope of the Contract, [as set out in the Quotation] prior to any such use the Client shall obtain the prior written agreement of Creative Spark on commercial terms to be agreed.
8. ADDITIONAL SERVICES
8.1 The Marketing Agency shall be entitled to charge the Client additional fees where there is an addition, substitution or alteration to the nature, scope or speed of the Marketing Services to be supplied under this Agreement including but not limited to scenarios where there is an alteration to the Project Brief, a Deliverable, a Client Event, Client timescales or these Terms of Service (“Additional Services”).
8.2 If at any time during the Engagement the Marketing Agency considers that it is supplying or being asked to supply Additional Services, it shall notify the Client of this by identifying the Additional Services that it is performing or being asked to perform. Thereafter the Marketing Agency and the Client shall agree a fair and reasonable increment to the Fee to reflect the Additional Services being supplied or to be supplied by the Marketing Agency (“Additional Fee”).
8.3 The Marketing Agency reserves the right to refuse to carry out any Additional Services.
8.4 The Marketing Agency shall submit invoices to the Client in respect of any Additional Fees on a monthly basis as set out in clause 6.2 (Fees & Payment).
9. OUR LIABILITY
9.1 Except where liability is excluded or limited to a lesser amount, the Marketing Agency's total liability (including legal costs and interest) under this Agreement, whether in contract or in tort, in negligence, or for breach of statutory duty or otherwise, shall be limited to the lesser of the following amounts (1) the total value of fees paid by the Client to the Marketing Agency, or (2) the sum of £10,000 (ten thousand pounds).
9.2 Notwithstanding any other provision of the Agreement, the Marketing Agency shall not be liable under or in relation to this Agreement (in contract, tort (including negligence) or otherwise) for any loss of sale, loss of business, loss of revenue, loss of opportunity, loss or damage to goodwill, loss of anticipated savings, loss of profit, loss of time or any indirect or consequential loss, howsoever incurred.
9.3 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
9.4 No action or proceedings shall be commenced against the Marketing Agency after the expiry of 3 years from the completion date of the Marketing Services and Additional Services if applicable, or if earlier, 3 years from the date of termination of its Engagement under this Agreement.
9.5 This 9 shall survive termination of the Agreement.
9.6 Creative Spark’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to an amount equal to the charges paid for the Services in the twelve months immediately preceding the event which gave rise to the claim.
10. CONFIDENTIALITY
10.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination or expiry of the Engagement under this Agreement, disclose to any person or entity any confidential information concerning the business affairs, fees, products, strategy, methodology, know-how, customers, clients or suppliers of the other party (“Confidential Information”), except as permitted by 10.2 below.
10.2 Each party may disclose the other party's Confidential Information:
(a) when necessary to supply the Marketing Services and Additional Services if applicable,
(b) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with clause 10.1, and
(c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 Neither party shall use the other party's Confidential Information for a purpose other than to perform its obligations under the Agreement.
10.4 As may be required by law, court order or any governmental or regulatory authority.
10.5 Data Protection - The Client agrees to comply with its obligations as a data controller under the provisions of the Data Protection Act 1998. The Client acknowledges and agrees Creative Spark will be a data processor for the purposes of the Data Protection Act 1998.
11. TERMINATION
11.1 Without affecting any other right or remedy available to it, either party may terminate the Engagement under this Agreement with immediate effect by giving advance written notice to the other party if:
(a) in the case of the Marketing Agency only, the Client fails to pay any amount due under this Agreement on the due date for payment
(b) the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so,
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business,
(d) the other party undergoes a change of control, or
(e) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
11.2 Without affecting any other right or remedy available to it, the Marketing Agency may terminate its Engagement under this Agreement by giving the Client 14 days advance written notice of its intention to end the Engagement.
12. CONSEQUENCES OF TERMINATION
12.1 On termination or expiry of the Engagement under this Agreement:
(a) the Client shall immediately pay to the Marketing Agency all of the Marketing Agency's outstanding unpaid invoices and interest (if applicable) and, in respect of any Marketing Services and Additional Services if applicable supplied but for which no invoice has been submitted, the Marketing Agency shall submit an invoice, which shall be payable by the Client immediately on receipt, and
(b) the Client shall return all of the Marketing Agency materials and deliverables which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any business purpose whatsoever until and unless fully paid for.
12.2 Termination or expiry of the Engagement under this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
12.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
13. PUBLIC ANNOUNCEMENTS
The Client authorises the Marketing Agency to make, or permit a third party to make, a public announcements, communications or statements about its Engagement under this Agreement or the nature of the Marketing Services and Additional Services if any supplied to the Client. This includes the right to make such public announcements via as social media, online testimonials, interviews, and inclusion in the Client’s portfolio of works (including photos and designs). The Marketing Agency undertakes to:
(a) provide a credit to the Client where possible,
(b) refrain from disclosing any Confidential Information, and
(c) refrain from making any public statement that may bring the Client into disrepute.
14. FORCE MAJEURE
14.1 The Marketing Agency shall be in breach of this Agreement or liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
14.2 No Force Majeure shall limit the Client's payment obligations under this Agreement.
15. NOTICES
15.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be either delivered by hand, by pre-paid first-class post or next day courier at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address specified on the party’s website.
15.2 Any notice or communication shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address,
(b) if sent by pre-paid first-class post or next day courier, at 10.00 am on the second Business Day after posting, or
(c) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
16. GENERAL
16.1 Assignment and other dealings.
(a) The Marketing Agency may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Marketing Agency.
16.2 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.3 Variation. Except as set out in these Terms of Service, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.4 Waiver. A failure or delay by the Marketing Agency to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
16.5 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Agreement deleted under this 16.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.6 Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
16.7 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
16.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation. Nothing in this clause shall limit the right of the Marketing Agency to take proceedings in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
17. DEFINED TERMS
The following definitions and rules of interpretation apply in these Conditions. Term Definition
17.1 Additional Fee has the definition ascribed to it in clause 8.2
17.2 Additional Services has the definition ascribed to it in clause 8.1
17.3 Agreement means this agreement between the Marketing Agency and the Client for the supply of Marketing Services in
accordance with these Terms of Service
17.4 Client has the definition ascribed to it under clause 1.2
17.5 Client has the definition ascribed to it under clause 5.2
17.6 Term Definition means any output of the Marking Services to be provided by
Deliverables
The Marketing Agency to the Client as set out in the Marketing Specification and/or as agreed as part of the Additional Service
17.7 Engagement has the definition ascribed to it under clause 2.2
17.8 Intellectual Property
Rights:
means any 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 or unfair competition], rights in designs, 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.
17.9 Fees means the charges payable by the Client for the supply of the Marking Services In accordance with clause 6.3.1
17.10 Final Deliverables 1.2 means the services, including the Deliverables, supplied by the Marketing Agency to the Client as set out in the Marketing Specification.
17.11 Good Industry Standards 3.1 Has the definition ascribed to it under clause
17.12 Marketing Agency
17.13 Marketing Services
means the finalised (ready to use) Deliverables agreed between the Marketing Agency and the Client
Term Definition
17.14 Marketing Specification
- Means the description or specification of the Marketing
- Services provided by the Marketing Agency to the
- Client in response to the Client’s Project Brief
17.15 Project means the Client’s subject matter, objective or event to form the basis of the Marketing Services
17.16 Project Brief means the Client’s marketing requirements
17.17 Project Event means any of the Client’s campaigns, publications, exhibitions, shows, launches or other flagship events forming the basis of the Marketing Services
17.18 Terms of Service
Has the definition ascribed to it under clause 1.2
