É«ºÐÖ±²¥

In these Service Specific Additional Terms, the following terms have the following meanings:

2.1 É«ºÐÖ±²¥ shall provide the Marketing Services to the Client in accordance with the terms of the Contract including the Campaign Plan.

2.2 Subject to Clause 2.3, if there is any inconsistency or conflict between the provisions of the Campaign Plan and the provisions of the main body of the Contract, the provisions of the main body of the Contract shall prevail to the extent of that inconsistency or conflict.

2.3 If the Campaign Plan references a specific Clause in the main body of the Contract and states that a provision in the Campaign Plan shall take precedence over it, the Campaign Plan shall prevail.

2.4 É«ºÐÖ±²¥ is appointed on a non-exclusive basis and the Client is free to appoint other providers of the services similar to the Marketing Services in respect of the Accounts in the Territory.

3.1 The Client may request, and É«ºÐÖ±²¥ may recommend, up to 2 changes to the Campaign Plan (a "Change") at any time before completion of the Campaign. Any Change will not take effect unless and until agreed between the Parties in writing.

3.2 Where any Change to the Campaign Plan has been requested by the Client or proposed by É«ºÐÖ±²¥, the Parties will continue to perform their respective obligations under the Contract, without taking account of that requested or proposed change, until that change takes effect in accordance with Paragraph 3.1.

3.3 Where the Client has requested a Change, É«ºÐÖ±²¥ may make an additional charge for its time spent in dealing with the request, being 5% of the total Charges.

4.1 Without limiting any other obligations of É«ºÐÖ±²¥ under the Contract, É«ºÐÖ±²¥ shall, and shall procure that each of its Personnel shall, perform the Marketing Services in a professional manner: (a) using reasonable skill, care and diligence; (b) in accordance with the provisions of the Contract and the relevant Campaign Plan including using reasonable endeavours to act in accordance with the relevant Timetable (but time shall not be of the essence in relation to the performance of the Marketing Services and delivery of the Deliverables (if any)); and (c) in accordance with the Client's Brand Guidelines and the Client's Marketing Policies (as applicable).

4.2 É«ºÐÖ±²¥ shall ensure that, at all times while this Contract is in force, it holds all permits, licences and authorisations necessary to supply the Marketing Services and to enable it to comply with its other obligations under this Contract.

4.3 É«ºÐÖ±²¥ shall use reasonable endeavours not to do anything, nor knowingly permit anything to be done by its Personnel, Affiliates or Subcontractors, or the Personnel of its Affiliates and Subcontractors, which is detrimental to: (a) the Client's rights in or to the Client's Property, the Marketing Services or the Deliverables (if any); or (b) the reputation, image, value or goodwill of the Client, its Affiliates, the Accounts or the Trade Marks.

4.4 É«ºÐÖ±²¥ will allocate sufficient Personnel with suitable experience, seniority and qualifications to perform the Marketing Services.

4.5 É«ºÐÖ±²¥ shall provide reasonable co-operation with any third parties as the Client may from time to time nominate as necessary for the purposes of performing the Marketing Services, and shall work with the Client's nominated suppliers efficiently and in good faith.

5.1 The Client shall use its best endeavours to co-operate with É«ºÐÖ±²¥ and shall provide to É«ºÐÖ±²¥, at É«ºÐÖ±²¥'s request, such materials, designs, logos, photography or information concerning the Client, the Client's requirements in respect of the Marketing Services and the advertising campaign to which the Marketing Services relate as is necessary to enable É«ºÐÖ±²¥ to perform the Marketing Services.

5.2 Unless a specific time frame for the Client's response is specified, the Client shall respond promptly to any request by É«ºÐÖ±²¥ for materials, designs, logos, photography, information or approval.

5.3 The Client acknowledges and agrees that, where any failure to comply with its obligations set out in Paragraph 5 results in a delay in the provision of the Marketing Services by É«ºÐÖ±²¥, or prevents É«ºÐÖ±²¥ from being able to deliver the Marketing Services (or any part of them) in accordance with the Contract:

(a) É«ºÐÖ±²¥ shall have no liability in connection with such delay or non-performance of the Marketing Services (or any part of them);

(b) the Client shall still be required to make payment of all Charges and incurred Expenses in full as if the Marketing Services had been properly and fully performed; and

(c) É«ºÐÖ±²¥ shall have the right to produce any such materials, designs, logos, photography or information as necessary to enable É«ºÐÖ±²¥ to perform the Marketing Services and in such case the Client shall incur an additional charge equal to 20% of the Charges.

5.4 If the Client’s failure to comply with such obligations continues for a period of 30 or more days, then providing É«ºÐÖ±²¥ has used all reasonable endeavours to notify the Client of its failure, this failure shall constitute an irremediable material breach entitling É«ºÐÖ±²¥ to terminate the Contract in accordance with Paragraph 10.2(a) of the General Terms and Conditions.

At the frequency specified in Section 5 of the Order Form (or as otherwise agreed between the Parties), É«ºÐÖ±²¥ shall provide to the Client a written report setting out the progress of the Marketing Services and Deliverables (if any) against the Campaign Plan and Timetable.

7.1 The Charges are inclusive of all costs of:

(a) production work to produce the Deliverables (if any), including any film production, artwork, design, photography, graphics, recording, editing and printing;

(b) all materials used by or on behalf of É«ºÐÖ±²¥ to produce the Deliverables (if any) and/or provide the Marketing Services; and

(c) all overheads or administration costs of É«ºÐÖ±²¥, including all costs of telephone calls, printing and stationery, delivery charges and postage costs,

except to the extent that the Parties agree in advance that those costs shall be chargeable by É«ºÐÖ±²¥ to the Client as Third-Party Fees or Expenses.

7.2 The Charges do not cover the provision of Marketing Services outside the Territory, or any Marketing Services other than the Marketing Services. If any such services are requested, the level of remuneration for them will be separately agreed by the Parties.

7.3 The Client shall reimburse É«ºÐÖ±²¥ for all Third-Party Fees which have been approved by the Client in advance.

7.4 The Client shall reimburse É«ºÐÖ±²¥ for reasonable Expenses actually incurred by É«ºÐÖ±²¥ and agreed in the Campaign Plan.

7.5 All Third-Party Fees and Expenses shall be charged to the Client by É«ºÐÖ±²¥ at cost. É«ºÐÖ±²¥ shall not be entitled to charge to the Client any uplift on sums paid by É«ºÐÖ±²¥ to third parties that are charged to the Client as Third-Party Fees or Expenses.

7.6 The Third-Party Fees as stated in the Campaign Plan shall be an estimate only. During the Term, É«ºÐÖ±²¥ shall advise the Client of any changes in the cost of any products, materials and/or services that É«ºÐÖ±²¥ obtains from any third party that will be charged to the Client as Third-Party Fees in accordance with Paragraph 7.5.

7.7 The Parties agree that if additional costs result from É«ºÐÖ±²¥'s failure to comply with the Campaign Plan or the Timetable for provision of any Marketing Services or Deliverables, the Client shall not be obliged to reimburse É«ºÐÖ±²¥ for those additional costs, except where É«ºÐÖ±²¥'s failure directly results from the Client's failure to comply with its obligations under the Contract.

7.8 If a member of É«ºÐÖ±²¥'s personnel engaged in performing the Marketing Services is promoted to a higher role within É«ºÐÖ±²¥, the calculation of the Charges in respect of any existing Campaign Plan shall remain the same based on the initial fees applied to that promoted member of É«ºÐÖ±²¥ personnel unless otherwise agreed by the Parties.

7.9 É«ºÐÖ±²¥ shall be entitled to invoice the Client for expenses of the following type actually incurred by É«ºÐÖ±²¥ in the provision of the Marketing Services:

(a) travel, accommodation and subsistence expenses of any of É«ºÐÖ±²¥'s Personnel when attending any location at the Client's request; and

(b) any other expenses that may be agreed by the Client in writing from time to time.

7.10 For the avoidance of doubt, expenses shall exclude travelling to Client's premises by É«ºÐÖ±²¥'s Personnel as is required in the ordinary course of providing the Marketing Services.

8.1 The Client shall pay É«ºÐÖ±²¥ the Charges for the Marketing Services as set out in Section 4 of the Order Form, which É«ºÐÖ±²¥ shall be entitled to submit invoices for as follows (unless alternative times and/or in such instalments (as applicable) as are set out in the Campaign Plan):

(a) an invoice for the Charges in full on (or following) the Effective Date, unless alternative times and/or in such instalments (as applicable) as are set out in the Campaign Plan; and

(b) an invoice for the Third-Party Fees and Expenses monthly in arrears with supporting documentation for such Third-Party Fees and Expenses (including receipts).

8.2 Invoices shall identify the particular Services to which they relate and the time of their performance.

8.3 Charges and expenses are payable within 30 days of the Client's receipt of É«ºÐÖ±²¥'s properly submitted invoice and are exclusive of all taxes, charges, duties and levies except any applicable VAT or other sales taxes (which the Client shall pay in addition at the rate and in the manner prescribed by Applicable Law, subject to receipt of a valid VAT/sales tax invoice).

9.1 During the Term and for a period of 3 years thereafter, É«ºÐÖ±²¥ shall keep at its normal place of business detailed, accurate and up-to-date records and books of account (including details of all payments made to third parties and all supporting receipts and other documents) in each case covering the previous 3 years. É«ºÐÖ±²¥ shall ensure that these records and books of accounts are sufficient to ascertain the sums payable to É«ºÐÖ±²¥ by the Client pursuant to the Contract.

9.2 Subject to Paragraph 9.3, É«ºÐÖ±²¥ shall make its records and books of account available for inspection to demonstrate its compliance with Sanctions Laws, Data Protection Laws and the Relevant Requirements during normal business hours to the Client (or its designated professional auditors), and shall provide access to É«ºÐÖ±²¥'s premises and Personnel for the purposes of so doing, provided É«ºÐÖ±²¥ is not obliged to make available any information that concerns any other customer of É«ºÐÖ±²¥ (or any of its Affiliates) or could compromise the security of É«ºÐÖ±²¥'s systems or cause it to breach any legal obligation. É«ºÐÖ±²¥ is not obliged to grant access to any third party auditor until that auditor signs a confidentiality agreement with É«ºÐÖ±²¥ on terms reasonably satisfactory to É«ºÐÖ±²¥. The Client's accountant may take copies of those records and books to the extent that they relate to the performance by É«ºÐÖ±²¥ of the Marketing Services. All costs of such accountant and the associated inspection shall be borne by the Client.

9.3 The Client may have inspections carried out pursuant to Paragraph 9.2 no more than once every calendar year (and once following termination or expiry of the Contract) on giving É«ºÐÖ±²¥ no less than 5 Business Days' written notice before each inspection.

9.4 If the inspection by or on behalf of the Client reveals any non-compliance by É«ºÐÖ±²¥ of its obligations pursuant to the Contract, É«ºÐÖ±²¥ shall, without prejudice to any other rights and remedies of the Contract, remedy the cause of such non-compliance as soon as reasonably practicable and promptly provide the Client with a credit against the Marketing Services equal to the Client's reasonable costs and expenses relating to such audit or inspection.

10.1 É«ºÐÖ±²¥ shall submit materials for the Campaign to the Client for written approval in accordance with the Campaign Plan, including copy, layouts, artwork, storyboards (including concept artwork) and scripts.

10.2 The Client shall provide written approval or an update to É«ºÐÖ±²¥ within 5 Business Days of receipt of individual Deliverables produced by or on behalf of É«ºÐÖ±²¥, otherwise the Deliverable shall be deemed to be approved on the expiry of such 5 Business Day period.

10.3 In relation to any Deliverable, É«ºÐÖ±²¥ may proceed to produce the Deliverable and enter into contracts with third parties in relation thereto when it has obtained the Client's written approval, such approval not to be unreasonably withheld or delayed, of:

(a) the relevant copy, layouts, artwork, storyboards (including concept artwork) and scripts;

(b) any related Third-Party Fees and Expenses over and above those set out in the Campaign Plan;

(c) the appointment of any third party to which Paragraph 7.7 relates; and

(d) the terms of acquisition of any Third-Party Material to be included in the Deliverable, in accordance with Paragraph 12.2(d).

10.4 During the Term, É«ºÐÖ±²¥ shall advise the Client of any material changes in plans, schedules or work-in-progress previously approved by the Client in accordance with the Contract.

11.1 É«ºÐÖ±²¥ shall ensure that each Campaign and any Deliverables (excluding the Client's Property) and their broadcast, publication or otherwise making available to the public, in all material respects as delivered by É«ºÐÖ±²¥ and in accordance with the plans therefor as agreed between the Client and É«ºÐÖ±²¥, shall not infringe the Intellectual Property Rights or proprietary rights of any third party.

11.2 É«ºÐÖ±²¥ shall indemnify the Client against all directly incurred liabilities, costs, expenses, damages and losses suffered or incurred by the Client ("Losses") arising out of or in connection with any third party claims against the Client, the Client’s Affiliates or their respective Personnel arising out of any breach by É«ºÐÖ±²¥ of Paragraph 11.1.

11.3 The indemnity in Paragraph 11.2 shall not extend to any Losses if the same are caused by:

(a) any breach of this Contract by the Client;

(b) inclusion of the Client's Property; or

(c) the negligence or fraud of any of the Client, the Client’s Affiliates and/or their respective Personnel.

11.4 If either É«ºÐÖ±²¥ or the Client becomes aware that there is risk that any Campaign or Deliverable (if any) is not in compliance with Paragraph 11.1, each shall promptly notify the other, and, without prejudice to any other right or remedy of the Client, É«ºÐÖ±²¥ shall make any reasonable modifications which may be necessary to remedy that defect in the Deliverables or Campaign. Any modifications shall be at É«ºÐÖ±²¥'s cost unless the problem was due to the Client's act or omission (and/or to any material error in the Client's Property and/or any information provided by the Client to É«ºÐÖ±²¥ in relation to the relevant Campaign) and, in relation to the Deliverables (if any), provided the Deliverables are unaltered since delivery by É«ºÐÖ±²¥.

11.5 The Client shall ensure that É«ºÐÖ±²¥'s possession and use of the Client's Property in the exercise of É«ºÐÖ±²¥'s obligations under this Contract shall not infringe the Intellectual Property Rights or proprietary rights of any third party.

11.6 The Client shall indemnify É«ºÐÖ±²¥ in full against all Losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by É«ºÐÖ±²¥ arising out of or in connection with any claim brought against É«ºÐÖ±²¥, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with the receipt or use of the Client's Property.

11.7 The Client shall comply with all requirements associated with É«ºÐÖ±²¥ Background Rights as are communicated by É«ºÐÖ±²¥ from time to time, including obtaining É«ºÐÖ±²¥'s written consent prior to publishing and/or amending the content of any materials containing É«ºÐÖ±²¥ Background Rights.

12.1 Subject to Paragraph 12.4, it is the intention of the Parties that:

(a) the Client shall own all Deliverables produced by É«ºÐÖ±²¥ (if any);

(b) the Client shall own all Third-Party Materials comprised in any Deliverables, where an assignment of such materials is available on commercially reasonable terms which have been approved by the Client in accordance with Paragraph 12.2(d); and

(c) where no assignment of Third-Party Materials is available on commercially reasonable terms the Client shall receive a direct licence of such materials for the Client's Commercial Purposes.

12.2 If, and to the extent that, É«ºÐÖ±²¥ produces any Deliverables under the Contract, the following provisions of this Paragraph 12.2 will apply:

(a) É«ºÐÖ±²¥ hereby irrevocably, unconditionally and absolutely assigns to the Client, with full title guarantee, and without restriction, all right, title and interest in and to all Intellectual Property Rights (including future copyright and design right) subsisting in or relating to all Assigned Materials. For the avoidance of doubt, the assignment under this Paragraph 12.2 shall take effect from the date on which the relevant Assigned Material was or is created, developed or produced.

(b) To the extent that Paragraph 12.2 is not effective to assign legal title to the Intellectual Property Rights in or to the Assigned Materials, then É«ºÐÖ±²¥ shall assign to the Client such Intellectual Property Rights as and when requested by the Client by executing any assignment documents reasonably requested by the Client. Until such time as those Intellectual Property Rights are assigned to the Client, É«ºÐÖ±²¥ shall hold all such Intellectual Property Rights on trust for the Client and the Client shall have an exclusive worldwide, royalty-free licence under those Intellectual Property Rights and to use the Assigned Materials for any purpose.

(c) É«ºÐÖ±²¥ shall not incorporate and/or use Third-Party Materials in any Deliverable unless É«ºÐÖ±²¥ has obtained the prior written consent of the Client to do so (not to be unreasonably withheld or delayed). É«ºÐÖ±²¥ shall give the Client reasonable prior notice of its intention to include any such Third-Party Materials and at the same time shall notify the Client in writing:

(i) whether an assignment to the Client of the relevant Third-Party Materials can be obtained and the cost of obtaining it; and

(ii) if no assignment of the relevant Third-Party Materials can be obtained or cannot be obtained for a reasonable cost, the cost of obtaining a licence of such materials for the Client's Commercial Purposes. É«ºÐÖ±²¥ shall not propose the inclusion of any Third-Party Materials in any Deliverable unless É«ºÐÖ±²¥ is able to negotiate a licence of such materials for the Client's Commercial Purposes.

(d) Following receipt of É«ºÐÖ±²¥'s notice under Paragraph 12.2(c), the Client shall notify É«ºÐÖ±²¥ in writing of whether inclusion of the relevant Third-Party Material is approved, and whether É«ºÐÖ±²¥ is required to obtain an assignment (if available) or a licence, and if so, the extent of such licence required and the approved cost thereof.

(e) É«ºÐÖ±²¥ shall procure that its Personnel, Subcontractors and its Subcontractors' Personnel and all artists, photographers, actors, models and other third parties used by É«ºÐÖ±²¥ in connection with the provision of the Marketing Services shall unconditionally and irrevocably waive all of their moral rights described in Chapter 4 of part 1 of the Copyright Designs and Patents Act 1988 (or any similar or equivalent legislation anywhere in the world) in respect of the Deliverables.

(f) É«ºÐÖ±²¥ shall procure from all artists, photographers, actors, models, performers of music, owners of any other Intellectual Property Rights in materials incorporated into the Deliverables and all other third parties used by É«ºÐÖ±²¥ in connection with Deliverables, all necessary consents, releases, and approvals (in a form, and including such terms, as may be requested by the Client) to use their work or images for the Client's Commercial Purposes.

12.3 The Client grants É«ºÐÖ±²¥ a non-exclusive, non-transferable, royalty-free licence to use the Client's Property (excluding the Trade Marks, which are licensed under Paragraph 14) and the Deliverables (if any) to the extent necessary to enable É«ºÐÖ±²¥ to:

(a) provide the Marketing Services during the Term; and/or

(b) exercise its rights under Paragraph 16.1.

12.4 Notwithstanding any other provision of the Contract, all É«ºÐÖ±²¥ Background Rights shall remain vested in É«ºÐÖ±²¥ or its licensors. To the extent required by the Client to use the Deliverables (if any) or gain the benefit of the Marketing Services, É«ºÐÖ±²¥ grants to the Client a worldwide, non-exclusive, perpetual, royalty-free licence to use any É«ºÐÖ±²¥ Background Rights for its own internal business purposes or (in respect of any Deliverables only) the Client’s Commercial Purposes.

13.1 The Client's Property shall, at all times be and remain, as between the Client and É«ºÐÖ±²¥, the exclusive property of the Client. É«ºÐÖ±²¥ shall not dispose of, or use, any of the Client's Property other than in accordance with the provisions of the Contract and/or the Client's written instructions.

13.2 Title to all physical Deliverables prepared for the Client by É«ºÐÖ±²¥ (if any) shall pass to the Client on creation of the relevant Deliverable. É«ºÐÖ±²¥ warrants that, at the date of the transfer of title, it will have full and unrestricted rights to transfer all such items to the Client. Risk in such Deliverables shall pass on their delivery to the Client.

14.1 The Client grants É«ºÐÖ±²¥ a non-exclusive, non-transferable, royalty-free licence for the Term to use, and permit its Subcontractors to use, the Trade Marks in the creation of the Deliverables (if any) and performance of the Marketing Services in the Territory in accordance with the Contract.

14.2 É«ºÐÖ±²¥ shall only use the Trade Marks in accordance with the Client's Brand Guidelines.

14.3 É«ºÐÖ±²¥ acknowledges that it will not gain any right, title or interest in any Trade Marks or associated goodwill, which shall vest automatically in the Client (and/or its Affiliates as applicable) and É«ºÐÖ±²¥ shall not make any use of them except in accordance with the terms of the Contract.

15.1 É«ºÐÖ±²¥ shall notify the Client within 2 Business Days of becoming aware of:

(a) any unauthorised use by any third party of any Intellectual Property Rights of the Client (including the Trade Marks and/or any Intellectual Property Rights in the Deliverables (if any)); or

(b) any actual or threatened claim against the Client by any third party in connection with the Marketing Services or any Deliverables (or the use of the latter by the Client or any of its licensees), in each case giving full details of that unauthorised use and/or claim.

15.2 The Client shall have sole and complete control of any litigation or other proceedings arising out of any unauthorised use of its Intellectual Property Rights, or any third party claim against it, in each case in respect of the Marketing Services or any Deliverables. É«ºÐÖ±²¥ shall, and shall procure that its Subcontractors shall, provide the Client with all assistance as may be reasonably required by the Client to prosecute, defend or settle any such claim, at the Client's cost.

Neither Party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the Contract without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except that:

16.1 É«ºÐÖ±²¥ may publicise the fact that it has provided advertising and branding services to the Client (including examples of work carried out by É«ºÐÖ±²¥ under the Contract); and

16.2 either Party may make an announcement which is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, always provided that the Party required to make the announcement shall promptly notify the other Party. The Party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.