Standard Terms and Conditions of Business

This agreement is made between:

• company name, (company number) a company organised and existing under the laws of England, whose registered address is (to be known as The Client in this Agreement).

and:

• saintnicks Ltd. , (company number: 6459765), a company organised and existing under the laws of England, whose registered address is at Suite 1, 3rd Floor, 11-12 St. Jamess Square, LondonSW1Y 4LB (to be known as The Agency in this Agreement).These Terms & Conditions (to the exclusion of all others, including any terms supplied by The Client) shall govern any supply of services by The Agency and may only be varied by written consent of both parties.

Now it is hereby agreed as follows:

GENERAL OBLIGATIONS OF THE AGENCY

The Agency agrees to provide services to the best of its skill and ability and shall perform all services diligently with the express intention that The Client and

1. The Clients Products and Services are promoted and marketed in the best possible and most cost effective manner.The Agency undertakes that all promotions and advertising in respect of The Client and The Clients Products and Services will not be offensive or obscene in nature or derogatory of any third party.The Agency will take all reasonable precautions to ensure that all material produced will not infringe any sponsorship or advertising rules, statutes or directives currently in existence.In the interest of protection for The Client, The Agency and the public, The Client will supply The Agency with objective factual evidence in support of any product claims The Client wishes The Agency to make.

LIMITATIONS

1. The Agency undertakes during the term of this business relationship and at any time thereafter that it shall not use any commercially sensitive information provided by The Client to The Agency to the commercial detriment of The Client, or exploit commercially any mailing lists provided by The Client to The Agency without the prior written consent of The Client.
2. Nothing in these conditions shall restrict The Client from dealing with persons or agencies other than The Agency in respect of services in relation to The Clients Products and Services as The Client considers fit, from time to time, provided that The Client will where in the interests of all parties concerned, ensure that the roles and responsibility of The Agency and any third party are clearly defined as necessary.
3. The Agency will not accept liability for any delay or variation in, or omission of, publication or any error in any advertisement in the absence of wilful neglect or default on The Agencys part.

RECORDS AND AUDIT

1. The Agency acknowledges that The Client shall be entitled upon request, to be provided with a copy of any contract, record, document or other material in the possession or under the control of The Agency relating to The Client or The Clients Products and Services or the services provided by The Agency.

APPROVALS AND MARKINGS

1. The Agency agrees to provide in advance to The Client for its prior approval all copies and samples of any advertising, publicity, promotional and packaging material concerning The Client or The Clients Products and Services.
2. The Agency, upon request will apply a copyright notice, trademark notice and logos pertaining to The Client on any advertising publicity, promotional or packaging material concerning The Client and The Clients Products and Services.

COPYRIGHT AND ANCILLARY RIGHTS

1. The Client acknowledges that the copyright in any advertising, publicity, promotional and packaging material, or digital work (including without limitation, design data, source code, structures and coding for websites), and in any associated preliminary work concerning advertising, publicity, promotional and packaging material or digital work in respect of The Client or The Clients Products and Services shall remain the sole and exclusive property of The Agency until such time as the work has reached a satisfactory conclusion (as agreed by both parties) and until full payment has been received by the Agency and all cheques have been cleared. Copyright shall then transfer to become the sole and exclusive property of The Client.
2. The Client confirms that all materials and information provided by the Client to the Agency do not contain any material which infringes the copyright, design rights or any other rights of any third party.
3. The Client acknowledges that advertising, publicity, promotional and packaging materials prepared by The Agency are done so on the basis of information supplied by The Client, who will indemnify The Agency against any claim, costs and expenses arising out of any libelous or otherwise actionable matter.
4. The Agency confirms and acknowledges that all copyright, design rights and other rights in The Clients Products and Services together with any goodwill are and shall remain the sole and exclusive property of The Client. The Agency shall not acquire any rights or interests in The Clients Products and Services including any developments or variations.

DATA PROTECTION

1. Each party shall comply with the Data Protection Laws with respect to the processing of The Client’s Personal Data.
2. Each party agrees that The Client is the data controller and The Agency is the data processor in relation to any Client Personal Data, which The Client provides to The Agency in order to carry out the Services.
3. The Client warrants to The Agency that it has the legal right to disclose all Personal Data that it does in fact disclose to The Agency under or in connection with this Agreement.
4. The Agency shall only process The Client’s Personal Data during the Term and for not more than 30 days following the end of the Term.
5. The Agency shall only process The Client’s Personal Data on the documented instructions of The Client.
6. Notwithstanding any other provision of this Agreement, The Agency may process The Client’s Personal Data if and to the extent that The Agency is required to do so.
7. The Agency shall ensure that persons authorised to process The Client’s Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
8. The Agency and The Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for The Client’s Personal Data. Each party shall promptly notify any actual or suspected personal data breaches to the other party of which they become aware.
9. The Agency must not engage any third party to process The Client’s Personal Data without the prior specific or general written authorisation of The Client.
10. The Agency shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist The Client with the fulfilment of The Client’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

INSURANCE

1. The Agency confirms that a comprehensive insurance policy is and will be in force, which shall cover loss or damage to any property material or things owned or supplied by The Client while such property material or things are in the possession or under the control of The Agency. The Agency shall on request provide copies or satisfactory evidence of such insurance to The Client.

CONFIDENTIALITY

1. Neither party shall disclose to any third party any confidential/proprietary information or trade secret relating to the business or future plans of the other party at any time acquired during the term or in contemplation of this business relationship.
2. Neither party will refer to this mutual commitment in any advertising, publicity or promotional material without the prior written consent of the other party.

AMENDMENTS

1. This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the parties. Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each party.

NO PARTNERSHIP, EMPLOYMENT OR AGENCY

1. This Agreement shall not be deemed to create any partnership or employment relationship between the parties. The Agency shall act as principal on its own account in all circumstances, and shall not hold itself out as the agent of The Client.

PAYMENT OF ACCOUNT

1. The Agency shall be entitled to payment in accordance with an official order of The Client and in accordance with the terms of this Agreement.
2. The Client agrees to pay the price within 30 days of the date of invoice.
3. Any claims of discrepancy of the Agency invoice must be made in writing within 5 working days of receipt of the invoice.Any advertising, publicity, promotional and packaging material or digital work concerning The Client or The Clients Products and Services remains the property of the Agency until payment is received in full by the Agency and all cheques have been cleared. Copyright shall then transfer to become the sole and exclusive property of The Client.

NOTICES

1. Without prejudice to the right to serve notices by any other means any notice served shall be served at the address first stated above or such other address as either party may notify to the other for this purpose and such notice shall in the case of first class prepaid post be deemed to be received 48 hours thereafter (excluding Saturdays, Sundays and public holidays) and in the case of electronic mail or facsimile machine shall be deemed to be received 24 hours thereafter.

TERMINATION

1. Either party may terminate this business relationship at any time for their convenience on not less than three months prior written notice expiring on the last day of any calendar month, and on or after the last day of the Minimum Term if applicable.
2. In the event of termination or cancellation of any contract between The Client and The Agency, The Client will be required to reimburse The Agency for any charges or expenses to which The Agency is committed and also to pay all fees covering these items.
3. In the event of termination for any reason or direction by The Client, The Agency shall, within 30 days of such termination being effective or receipt of such direction, deliver up to The Client all materials, property or things belonging to The Client together with all the work in progress carried out, or files or materials produced, by The Agency for or in relation to The Client.

PROMOTIONAL MATERIAL

1. Unless told to the contrary by the Client, The Agency will assume that it is in order for The Agency to include The Client in occasional marketing communications whether by electronic means or hard copy.

GOVERNING LAW

1. This Agreement shall be subject to the laws of England.