Term  

A Statement of Work begins on the Start Date and shall continue until the earlier of: 

1. the Services and Deliverables have been completed;  
2. it is terminated in accordance with this SOW. 

The Services 

1. You appoint us to carry out and we agree to provide the Services and Deliverables in the Territory during the Term in accordance with this SOW. 
2. We will; 
   1. provide the Services and Deliverables; and 
   2. use all reasonable care and skill in the performance and delivery of the Services and Deliverables. 
3. You will promptly provide all information, approvals, and instructions that we reasonably request. 

Unfulfilled assumptions and delays  

1. Our ability to perform the Services or provide the Deliverables specified in the SOW may depend on the fulfilment of assumptions, dependencies, and responsibilities by you.  
2. In the event of any unmet dependency, incorrect assumption or other failure of/by you to meet a responsibility that impairs the performance of the Services or provision of the Deliverables, then we will not be liable for failure to perform our corresponding responsibilities. 

Amendments 

At any time you may request an amendment to this Statement of Work and we will take reasonable steps to accommodate any such request, which will be recorded in writing as a variation to this Statement of Work. 

Approvals and acceptance 

1. The sole acceptance criteria for any Services or Deliverables shall be that they conform to the specifications and descriptions set forth in the SOW.  Services and Deliverables shall be deemed accepted unless rejected by you in writing within three (3) working days, or if used by you for commercial purposes.  We shall have the opportunity to correct and resubmit any rejected Deliverables to you for further acceptance.   
2. Your approval of copy, layouts, artwork, storyboards, scripts and/or mailing lists will be our approval to prepare proofs. 
3. We shall not be liable under or in connection with this SOW for any modifications, adaptations or amendments to any Deliverables made by you or by a third party on your behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to your acts or omissions. 

Third Parties 

1. We will secure your approval prior to incurring Third Party Costs. Your approval of Third party Costs will be our authority to incur such costs on your behalf. 
2. Prior to delivery of the Deliverables, we shall obtain such licences or consents in respect of Third Party Materials as shall be necessary in order that you can use such Third Party Material in the Territory for the purpose set out in the Statement of Work. We shall notify you of any restrictions on usage and any other contractual restrictions arising in respect of such Third Party Material, and you agree to be liable for any losses suffered by us as result of you breaching any such restrictions.    

Confidential Information  

Confidential Information does not include information that the recipient can demonstrate (a) the recipient already knew, (b) becomes public through no fault of recipient, (c) was independently developed by the recipient, or (d) was lawfully given to the recipient by a third party without restriction on disclosure. The recipient will hold in strict confidence and not disclose Confidential Information to any third party and must use at least the same degree of care that it uses to protect its own Confidential Information, save that we can share the details of this SOW with LinkedIn for their analytics purposes.  

IPR 

1. You grant to us a non-exclusive, royalty-free, right and licence during the Term to use, copy, operate, process, and modify Your Materials solely for the purposes of providing the Services and Deliverables.   
2. Subject us receiving payment of all Fees, we hereby assign (and in the case of copyright, by way of a present assignment of future copyright) all of the IPR in the Deliverables You will be liable for any claims made against us relating to any use of Your Materials or otherwise which are approved by you, as well as those arising out of the nature and use of your products or services. 

Warranties  

1. Each party warrants that it has the full power and authority to enter into this SOW. 
2. If there is an error in the Deliverables, we will not be liable unless this is caused by our willful default or gross negligence. 
3. Each party shall comply with all Applicable Laws, regulations, and other rules having equivalent force which are applicable to that party in connection with this Agreement.  
4. We warrant that the Deliverables will comply with the Advertising Regulations. 
5. Where your business involves Specialist Advertising Regulations you shall have the sole responsibility for ensuring that Communications are compliant with such Specialist Advertising Regulations. 

Limitations and Exclusions 

1. Except in case of liability for fraud, or for death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law; 
   1. in no event shall either party’s cumulative liability to the other party under this SOW, whether arising in contract, tort (including negligence) or otherwise and whether at common law or statute, exceed the Fees paid to us; and  
   2. in no event shall either party be liable under this SOW for: 
      1. any loss of actual or anticipated income or profits, loss of contracts or opportunities, loss of data; 
      2. any special, indirect or consequential loss or damage of any kind; or 
      3. any loss relating to goodwill or reputation;  

whether or not such loss or damage is foreseeable, foreseen or known. 

2. The parties agree that any condition, warranty representation or other term concerning the delivery of the Deliverables and/or the performance of the Services which might otherwise be implied into or incorporated in this SOW, whether by statute, common law or otherwise, including without limitation those of satisfactory quality and fitness for purpose, is excluded to the maximum extent permitted by law. 

Termination & Consequences of/Post Termination

1. Either party may terminate this SOW immediately by notice in writing to the other if the other party:  
   1. is in material breach of any of the terms of this SOW and, in the case of a breach capable of remedy, fails to remedy such breach within thirty (30) days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or 
   2. if the other party; i) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; ii) is unable to pay its debts either within the meaning of  section 123  of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case; iii) becomes subject to a moratorium under  Part A1  of the Insolvency Act 1986; iv) becomes subject to a company voluntary arrangement under the  Insolvency Act 1986 ; v) becomes subject to a restructuring plan under  Part 26A  Companies Act 2006; vi) becomes subject to a scheme of arrangement under  Part 26  Companies Act 2006; vii) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; viii) has a resolution passed for its winding up; ix)has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; x) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven (7) days of that procedure being commenced; xi) has a freezing order made against it; xii) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; or xiii) is subject to any events or circumstances analogous to those in clauses i)- xii) in any jurisdiction. 
2. Provisions of this SOW which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive termination, shall remain in full force and effect notwithstanding such termination. 
3. Termination or expiry of this SOW will not affect any accrued rights and liabilities of either party at any time up to the date of termination. 

General 

• Any notices to be sent by one party to the other in connection with this SOW except for the service of Court proceedings shall be in writing and shall be delivered personally or sent by special delivery post (or equivalent service offered by the postal service from time to time) to the addresses of each party as set out above or as otherwise notified to each other.  Notices shall be deemed to have been duly given: if delivered personally, upon delivery; if sent by post, two clear days after the date of posting. 
• If any part of this SOW is found to be invalid or unenforceable by any Court or other competent body, such invalidity or unenforceability shall not affect the other provisions of this SOW and such other provisions shall remain in full force and effect. 
• Neither party will be liable for any delay or failure in the performance of its obligations under this SOW if such delay or failure is due to an event of Force Majeure. 
• Variations of this SOW shall not be effective unless recorded in writing signed by the parties. 
• This SOW sets out all the terms agreed between the parties relating to the subject matter of this Agreement and supersedes any previous agreement between the parties relating to the same subject matter.  
• The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this SOW shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it. 
• We are entitled to sub-contract performance of the Services and will be fully responsible for any acts or defaults, of any sub-contractor. 
• Neither party may assign, transfer, charge, sub-contract or deal in any other manner with this SOW or any of its rights or obligations under it, save where it is an intra-group activity, without having obtained the prior written consent of the other party, not to be unreasonably withheld or delayed.  
• The parties hereby agree that nothing in this SOW shall be construed as creating a right which is enforceable by any person who is not a party to this SOW or a permitted assignee of such a party. 
• It is a condition of this SOW that neither of the parties shall be bound by, or liable to the other party for any representation, promise or inducement (other than fraudulent misrepresentation) made by it or by any agent or person on its behalf which is not expressly contained in this SOW. 
• This SOW may be executed in any number of counterparts.  
• Nothing in this SOW shall preclude either party obtaining injunctive or other non-financial relief to which it is entitled. 
• This SOW shall be governed by and construed in accordance with the laws of England. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this SOW or the legal relationships established by this SOW.  

Definitions 

In this SOW the following words shall have the following meanings: 

Advertising Regulations	means any existing and relevant legal requirements of any Advertising Regulator;
Advertising Regulator	means the UK Office of Communications (“Ofcom”), the UK Broadcast Committee of Advertising Practice (“BCAP”), the UK Committee of Advertising Practice (“CAP”), the UK Advertising Standards Authority (“ASA”), the UK ASA (Broadcast);
Applicable Law	means applicable laws of the United Kingdom, including any modifications, amendments, extensions, considerations, re-enactments and/or replacements of them in force from time to time;
Communications	means final Deliverables which are broadcast, published, printed or uploaded or otherwise distributed to the public or other intended audience;
Confidential Information	means information disclosed by or on behalf of one Party to another Party solely in connection with the performance of this Agreement (including prior to the Start Date) that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing part
Deliverables	means those deliverables stated in the Statement of Work;
Expenses	means any additional cost incurred by us providing the Services (e.g. travel) excluding Media Costs and Third Party Costs;
Force Majeure Event	means any circumstance not within a party’s reasonable control;
IPR	means the following intellectual property rights, wherever in the world enforceable including all reversions and renewals: any patents or patent applications; any trade marks (whether or not registered) including any applications for registration of the same; inventions, discoveries; copyright or design rights (whether registered or unregistered); database rights; any goodwill in any trade or service name, trading style or get-up; and any and all other intellectual or proprietary rights;
Services	means those services set out in the Statement of Work;
Specialist Advertising Regulations	Means those industry specific advertising regulations, or other codes, regulations or Applicable Laws, which may apply to your business;
Term	means the period from the Start Date until the expiry or termination of this Agreement;
Termination Date	means the date that this Agreement terminates or expires;
Territory	means the United Kingdom unless expressly stated otherwise elsewhere in the Statement of Work;
Third Party Costs	means all relevant charges and costs payable by you for Third Party Materials used in delivery of the Services and Deliverables by Transmission;
Third Party Materials	means those materials which are either commissioned by us from third parties during the Term and incorporated into the Deliverables, or which have been created by a third party and which are in existence at the time it is desired to make use of them for inclusion in the Deliverables;
Your Materials	means any content, materials, information, and data in any form which is provided by you to us (whether owned or licensed) in order to provide the Services or Deliverables; you shall obtain any third-party releases, licenses, permits and other authorisations required to enable us use such content, materials, information and data to provide the Services or Deliverables.