Terms & Conditions

Contents:

• Terms & Conditions of Sale
• Terms & Conditions of Purchase

 

Terms & Conditions of Sale

1. Definitions

The following definitions apply in these Conditions and the Contract:

• Adfusion
  Adfusion Limited, incorporated and registered in England & Wales with company number 13282713, whose registered office is at 279 Stryd Bennett, Llanelli, SA15 4DQ;
• Adfusion’s Materials
  All materials, systems, equipment, documents, and other property of Adfusion, including the materials set out in a Statement of Work, provided by Adfusion to the Customer and used directly or indirectly in the supply of the Services and in connection with the Contract;
• Applicable Data Protection Laws
  Means to the extent that:
  • a) UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
  • b) EU GDPR applies, the law of the European Union or any member state of the European Union to which a party is subject, which relates to the protection of personal data;
• Applicable Laws
  All applicable laws, statutes, and regulations from time to time in force;
• Approval Items
  Drafts, proofs, and other items to which Adfusion seeks the Customer’s approval on an interim or final basis;
• Background
  All IPR, source project files, materials, software (including source codes), hardware, or associated infrastructure that Adfusion owns or uses under licence in providing the Services and creating the Deliverables;
• Change Order
  Has the meaning given in clause 7.1;
• Commencement Date
  The date included in a Statement of Work;
• Conditions
  These terms and conditions of sale;
• Confidential Information
  Information in whatever form which is not in the public domain, relating to, without limitation, the data, business, products, affairs, and finances of Adfusion and the Customer, and all technical or commercial know-how, specifications, inventions, processes, or initiatives that have been disclosed by Adfusion or any of its officers, employees, agents, representatives, or contractors to the Customer, and all information concerning the Background provided to the Customer by Adfusion;
• Contract
  A Statement of Work together with these Conditions and any Change Order;
• Controller
  Has the meaning given to it in the UK GDPR;
• Customer
  The party whose details are set out in a Statement of Work;
• Customer IPR
  All IPR owned by or licensed to the Customer;
• Customer Manager
  The person whose details are set out in a Statement of Work;
• Customer Materials
  All documents, materials, data, and information within the control of the Customer and relevant to Adfusion’s provision of the Services, including the items set out in a Statement of Work;
• Deliverables
  Any output of the Services including all videos, photographs, drawings, illustrations, documents, reports, prints, and other materials (including without limitation all audio, visual, or physical materials and software), data, or information created exclusively for the Customer by Adfusion under the Contract and required to be delivered to the Customer;
• Dispute
  A dispute that arises out of or in connection with the Contract or the performance, validity, or enforceability of the Contract;
• Dispute Notice
  Written notice of the Dispute setting out the nature and full particulars of the Dispute;
• EU GDPR
  The General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law;
• Expenses
  Costs reasonably incurred by Adfusion, or persons employed or engaged by Adfusion in connection with the Services for accommodation, food, travel, and other ancillary expenses, and the cost of any materials and services reasonably and properly procured by Adfusion from third parties in the provision of the Services;
• Force Majeure Event
  Any circumstance not within a party's reasonable control;
• IPR
  Intellectual property rights including any and all image rights, trademarks, service marks, domain names, copyright, moral rights, rights in creation, design, know-how, Confidential Information, and all or any other intellectual property rights in the Services whether or not capable of registration, whether registered or unregistered, and including all applications (and rights to apply) for such rights and all similar or equivalent rights or forms of protection whether subsisting in the United Kingdom or any other part of the world, together with all or any goodwill relating thereto;
• Mandatory Policies
  The mandatory policy or policies set out in a Statement of Work or Change Order, if any;
• Milestone
  A date by which part of the Services is to be completed or other key performance indicator is achieved, as set out in a Statement of Work;
• Order
  The Customer’s order for Services as set out in a Statement of Work;
• Personal Data
  Has the meaning given to it in the UK GDPR and any personal data which Adfusion processes in connection with the Contract, in the capacity of a Controller;
• Preliminary Work
  Work produced by Adfusion, at the Customer’s request, whether experimentally or otherwise, that is produced ancillary to the main output of the Services in connection with the Contract;
• Price
  The price payable for the Services, Deliverables, and any Preliminary Work as set out in the Contract;
• Project
  The details of which are set out in a Statement of Work;
• Services
  The services to be provided by Adfusion as set out in the Contract, including services which are incidental or ancillary to such Services;
• Statement of Work
  Adfusion’s prescribed document for the time being in such form as Adfusion may from time to time decide, addressed to the Customer, setting out the Services and the Deliverables and other principal terms of the Contract, as amended by any Change Order(s);
• Timetable
  The dates and/or timescales in the supply of the Services;
• UK GDPR
  Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

 

2. Interpretation

2.1. In these Conditions:

• (a) The clause headings are for convenience only and do not affect its construction;
• (b) Words denoting the singular include the plural and vice versa;
• (c) Documents to be ‘signed’ may be physically or virtually by an electronic signature or digital signature; and
• (d) Any words preceding or following the terms ‘including,’ ‘include,’ 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.

2.2. In these Conditions, unless otherwise specified or the context otherwise requires, a reference to:

• (a) A person is to be construed to include a reference to any individual, firm, partnership, company, corporation, association, organisation, or trust (in each case whether or not having a separate legal personality);
• (b) A party is a reference to a party to the Contract;
• (c) A clause is a reference to a clause of these Conditions; and
• (d) Writing shall include email delivered to the recipient and any method of reproducing words in a legible and permanent form.

 

3. Basis of Contract

3.1. A Statement of Work and these Conditions together form the Contract. The Contract governs the agreement between Adfusion and the Customer and supersedes any prior agreements, representations, arrangements, or undertakings in relation to such subject matter.

3.2. Subject to the Contract, in consideration of payment of the Price (including the settlement of any stage payment on the due date):

• Adfusion shall provide the Services; and
• The Customer shall provide Adfusion with clear and unambiguous instructions.

3.3. The Contract shall exist once a Statement of Work is signed by both parties. Services shall commence on the Commencement Date and shall continue until the Final Deliverable is made available to the Customer, unless terminated earlier in accordance with clause 14 (termination).

3.4. Adfusion will provide the Deliverables to the Customer in consideration of the payment of the Price. The rights of the Customer to the Deliverables are subject to the terms of the Contract.

3.5. The Customer will use its reasonable endeavours to provide clear and unambiguous instructions to Adfusion by its Customer Manager (or substitute notified in a Change Order). Adfusion may accept such instructions from anyone with ostensible authority to bind the Customer.

3.6. The responsibility of Adfusion goes no further than to deliver the Services to the Customer.

3.7. All advertising, marketing catalogues, brochures, samples, and other materials (including, without limitation, all photographs, drawings, illustrations, and documents contained in them) published or supplied by Adfusion from time to time are for the sole purpose of giving an approximate idea of the Services described. They make no representation and shall not form part of the Contract or have any contractual force.

3.8. Any quotation given by Adfusion shall not constitute an offer and is only valid for a period of 30 calendar days from its date of issue.

3.9. The Deliverables shall remain the property of Adfusion until they are transferred, assigned, or licensed to the Customer in accordance with the Contract.

3.10. Any proposal, pitch, original, and preparatory development work produced or created by Adfusion in connection with the Services but not forming part of the Deliverables shall remain the property of Adfusion, unless otherwise specified in the Contract.

 

4. Supply of Services and Co-operation

4.1. Adfusion shall use reasonable endeavours to provide the Services and deliver the Deliverables:

• (a) In accordance with the Contract;
• (b) With reasonable skill and care;
• (c) Subject to the Customer’s compliance with the Contract; and
• (d) Unless Adfusion is prevented from doing so by a Force Majeure Event.

4.2. Adfusion may perform any of its obligations or exercise any of its rights under the Contract, itself or through any other person.

4.3. Adfusion and the Customer shall co-operate with one another in all matters relating to the performance of the Contract.

4.4. Adfusion shall use reasonable endeavours to meet the Milestones and any Timetable, but any Milestones or Timetable shall be estimates for performance by Adfusion and time specified in a Statement of Work and shall not be of the essence.

4.5. The Customer agrees that Adfusion’s ability to meet the Milestones and/or Timetable is contingent upon the Customer’s timely and effective performance of its responsibilities, decisions, and approvals. Any failure by the Customer to comply with its obligations under the Contract may have a significant impact on costs and/or Price. Adfusion may rely on all decisions and approvals of the Customer.

4.6. The Customer shall:

• (a) Ensure that the terms of a Statement of Work are complete and accurate;
• (b) Appoint a Customer Manager to be the liaison point for Adfusion and decision maker for the Services;
• (c) Obtain and maintain all necessary licences, permissions, and consents which may be required before the date on which the provision of the Services is to start and provide to Adfusion in a timely manner all documents, information, and items reasonably required by Adfusion in order to provide the Services;
• (d) Keep Adfusion’s Materials which may from time to time be present on the Customer’s premises in safe custody at its own risk, maintain Adfusion’s Materials in good condition until returned to Adfusion, return Adfusion’s Materials upon termination of the Contract and at any time upon demand by Adfusion, and not dispose of or use Adfusion’s Materials other than in accordance with Adfusion’s written instructions or authorisation; and
• (e) Not, at any time from the Commencement Date to the expiry of 12 calendar months after termination or expiry of the Contract, solicit or entice away from Adfusion or employ or attempt to employ any person who is, or has been, engaged as an employee of Adfusion in the provision of the Services.

4.7. If Adfusion’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any of its obligations under the Contract (Customer Default):

• (a) Adfusion shall (without limiting its other rights or remedies) have the right to suspend the provision of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Adfusion’s performance of such obligation;
• (b) Adfusion shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Adfusion’s failure to perform any of its obligations under this clause 4.7; and
• (c) The Customer shall upon demand reimburse any costs or losses sustained or incurred by Adfusion arising directly or indirectly from the Customer Default.

 

5. Customer Materials

5.1. The Customer shall, at its own expense:

• Provide Adfusion with all Customer Materials reasonably requested by Adfusion for the purpose of providing the Services;
• Ensure that such materials are provided in a timely manner and in sufficient quantity and quality to meet Adfusion’s requirements (plus an allowance for reasonable spoilage); and
• Grant Adfusion a sufficient licence to use all Customer Materials for that purpose.

5.2. The Customer shall:

• Supply or provide Adfusion with access to all Customer Materials in accordance with Adfusion’s recommended specifications and formats; and
• Ensure any such information provided is accurate in all material respects.

5.3. Adfusion may reject any Customer Materials which it reasonably considers to be unsuitable. Adfusion may charge for any additional time and costs incurred if materials supplied by the Customer are found to be unsuitable or unfit for their purpose.

5.4. The Customer warrants, on each day of the Contract’s term, that it owns or holds the necessary licences or consents in respect of the Customer Materials and any other materials provided by the Customer to Adfusion in connection with the provision of the Services. If the Customer does not hold such licences or consents, it shall indemnify Adfusion against all costs, claims, liabilities, and losses in this regard.

 

6. Approvals

6.1. The Customer shall, whenever reasonably requested to do so, review Approval Items and respond promptly to Adfusion.

6.2. The Customer’s response shall:

• Be clear and unequivocal as to whether or not it approves any Approval Item; and
• Where approval is declined, indicate what alterations are required.
• The response shall be in writing. Where Adfusion provides printing Services, the Customer’s response (including any corrections by the Customer) shall be made on the Approval Items, marked either ‘OK’ or ‘Not OK’ (or similar), and signed and dated on behalf of the Customer.

6.3. Notwithstanding clause 6.2, Adfusion shall always be entitled to rely on oral or other modes of communicating a response in respect of an Approval.

6.4. Adfusion may regard any person purporting to respond to it on the Customer’s behalf as being duly authorised.

6.5. The Customer shall pay for all Approval Items. Only the price for the first Approval Items shall be included in any estimate or quotation unless otherwise expressly agreed.

7. Change Control

7.1. Either party may, at any time, propose changes to the scope or execution of the Services. However, no proposed changes shall come into effect until a Change Order has been agreed in writing by both Adfusion and the Customer. The Change Order shall amend the Contract and include:

• A document setting out all the agreed changes;
• The effect those changes will have on Services, Price, timescales, and any other relevant terms of the Contract.

7.2. If the Customer requests an alteration to the Services, it shall:

• Notify Adfusion and provide as much detail as Adfusion reasonably requires of the proposed changes;
• Adfusion shall, as soon as reasonably practicable after receiving the request, provide a draft Change Order to the Customer for approval and signature.

7.3. If Adfusion wishes to make a change to the Services, it shall provide a draft Change Order to the Customer.

7.4. Adfusion may, from time to time and without notice to the Customer, alter the Services to comply with any applicable legal or regulatory requirements, provided that such alterations do not materially affect the nature or scope of the Services or the Price.

7.5. Adfusion may charge for the time it spends:

• Assessing a request for a Change Order from the Customer; and
• Preparing and negotiating a Change Order on a time and materials basis in accordance with Adfusion’s daily rates specified in a Statement of Work.

Where composition, layout, style, and typeface are left to the judgement of Adfusion or any appropriate third party, the Customer shall pay an additional charge for any alterations made by the Customer, either at Adfusion’s hourly rate or the expense of such third party.

7.6. Whenever the Customer requests a Change Order, it shall give Adfusion the opportunity to have the altered Approval Items approved by the Customer. Adfusion shall have no responsibility for alterations requested by telephone or in any other situation where the Customer insists on Adfusion proceeding without such specific approval or signed Change Order.

 

8. Corrections

8.1. If any correction is required (whether due to a mistake by Adfusion or otherwise), the Customer shall:

• Return the relevant Approval Items to Adfusion for the necessary corrections.
• If the correction is due to a mistake by Adfusion or its officers, employees, agents, representatives, or contractors, Adfusion shall bear the cost of the correction.
• If the correction is due to an act or omission of the Customer or its officers, employees, agents, representatives, or contractors, the Customer shall bear the cost of the correction.

8.2. If the Customer undertakes corrections itself, it does so at its own risk and cost.

 

9. Third Party Services

9.1. Where Adfusion instructs a third party to provide goods or services directly or indirectly for the Customer’s benefit, it does so as the Customer’s agent.

9.2. Adfusion shall not be responsible for the goods or services provided by the third party, including their delivery, timing, quality, or accuracy. The terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

 

10. Price and Payment

10.1. In consideration of the Services and any other services provided under a Statement of Work, the Customer shall pay the Price. Rates may be increased for work lasting more than 12 months, and Adfusion may vary the rates by giving not less than 30 calendar days’ notice in writing to the Customer. Unless specified as a formal quotation or otherwise agreed in the Statement of Work or a Change Order, any Price provided is merely a good faith estimate by Adfusion.

10.2. Except where amounts or rates are specified in the Statement of Work or a Change Order, charges for any Preliminary Work shall be calculated and paid by the Customer in accordance with Adfusion’s standard rates, as amended from time to time and notified to the Customer.

10.3. All estimates and price indications are based on Adfusion’s charges and Expenses as of the date of the Statement of Work or Change Order and are subject to change. Estimates are good faith estimates and not guarantees of the cost of providing the Services unless otherwise stated.

10.4. Even if a fixed price is agreed, Adfusion may charge additional sums for circumstances described in clauses 4 to 8 (inclusive), delays, changes in instructions, or higher third party Expenses than anticipated.

10.5. The Price and any amounts stated in the Statement of Work or a Change Order are exclusive of Expenses and applicable value added or sales tax, which shall be paid by the Customer in addition.

10.6. Unless otherwise stated in the Statement of Work, the Customer shall pay all amounts invoiced within 30 calendar days of the invoice date.

10.7. If there is late payment of an invoice, Adfusion may:

• Charge interest on the overdue sum at an annual rate of 3% above the base lending rate of Barclays Bank plc, accruing daily and compounded quarterly until payment is made, whether before or after any judgment. The Customer shall pay the interest immediately on demand.
• Suspend the provision of the Services until full payment is made.

10.8. Time for payment shall be of the essence.

10.9. All sums payable to Adfusion under a Statement of Work shall become immediately due on termination, notwithstanding any other provision. This clause is without prejudice to any right to claim interest under the law or under the Contract.

 

11. Intellectual Property Rights (IPR)

11.1. Nothing in the Contract affects either party's rights in pre-existing IPR, including pre-existing IPR contained in or relating to Confidential Information (Pre-Existing IPR).

11.2. Subject to the rights of third parties and except for any open source material used by Adfusion, the copyright, design rights, moral rights, Background IPR, and other IPR recognized globally, belong exclusively to Adfusion.

11.3. Adfusion shall retain exclusive possession of the Deliverables as long as required for providing the Services and until any amounts remain unpaid under a Statement of Work.

11.4. No licence is given for Background IPR except as necessary for the Customer to obtain the intended benefit of the Services. Such licence is contingent on full payment of all sums owed to Adfusion. Any licence shall be non-exclusive and subject to clause 11.8.

11.5. Subject to the Customer’s compliance with its obligations under the Contract, including payment of all amounts due, Adfusion shall license the Customer to use the Deliverables strictly for the purpose and scope contemplated by the Contract. For clarity, the Customer may only use videos and photographs created by Adfusion for the purpose of the Project and not otherwise. Any licence shall be non-exclusive and subject to the Contract.

11.6. Deliverables, ideas, and design concepts proposed by Adfusion but rejected by the Customer shall remain Adfusion’s confidential know-how. The Customer shall not use, disclose, or share such confidential know-how until it enters the public domain through no fault of the Customer or for a period of six years, whichever is longer.

11.7. All drafts and unused materials, including unused video footage and photographs, created by Adfusion but not comprising Deliverables, belong to Adfusion. Adfusion has no obligation to deliver such materials to the Customer or grant any licence to use them.

11.8. IPR created by Adfusion before the Contract, which is used in Deliverables or Services, will not pass to the Customer.

11.9. If any payment due to Adfusion is not received in full by the due date, the licences referred to in clause 11.4 shall be suspended until all outstanding payments are made.

11.10. Adfusion will, at the Customer’s cost, execute necessary documents and actions to effectuate this clause 11.

11.11. The Customer shall reasonably attribute Adfusion as the author of the Deliverables where appropriate and agrees that Adfusion may showcase elements of the Deliverables.

11.12. The Customer shall:

• Bear sole responsibility for all content broadcast, published, or distributed using the Background in relation to the Services.
• Notify Adfusion in writing at least 30 calendar days before any proposed change to production or publishing schedules.
• Satisfy itself concerning the nature and extent of any licence granted to use third party materials in connection with Deliverables.
• Obtain all necessary permissions from contributors or third parties for broadcasting or publishing content.
• Ensure that the Customer’s Materials do not infringe third party copyright or other IPR.

11.13. The Customer acknowledges that its use of third party IPR is conditional on Adfusion obtaining a written licence from the relevant licensor on terms that permit Adfusion to license such rights to the Customer.

 

12. Licence to Use Customer IPR

12.1. The Customer grants Adfusion a non-exclusive, non-transferable, royalty-free, worldwide licence to use the Customer IPR in connection with the provision of the Services and delivery of the Deliverables.

12.2. Adfusion acknowledges that the use of Customer IPR does not grant Adfusion any proprietary rights in the Customer IPR. Adfusion will not claim any right, title, or interest in the Customer IPR, other than the right to use it as specified in the Contract. Adfusion will not register or attempt to register any Customer IPR or similar trade names, trademarks, or service marks.

12.3. The Customer warrants that the use of Customer Materials by Adfusion does not infringe any third party’s IPR. The Customer shall indemnify Adfusion against all claims related to the infringement of any third party’s IPR arising from the use of Customer Materials in the provision of the Services or other services under the Contract.

12.4. Adfusion may disclose in its marketing materials (including its website) and to the media (including press releases) that it provides Services to the Customer and may display the Customer’s logo. However, Adfusion shall not disclose any terms of the Contract.

 

13. Delivery

13.1. Time is not of the essence for the provision of the Services or delivery of the Deliverables.

13.2. Any expedited delivery or performance of the Services must be agreed upon in accordance with clause 7.

13.3. Delivery of the Deliverables will be deemed accepted when tendered to the Customer or upon notification in writing that the work has been completed. Adfusion may make delivery contingent on the Customer fulfilling its obligations under the Contract, including payment of the Price and any outstanding amounts.

 

14. Termination

14.1. Either party may terminate the Contract if the other party:

• (a) Goes into liquidation, becomes insolvent, or has an administrator, receiver, or similar officer appointed, or is subject to a court filing for such an appointment; or
• (b) Commits a material breach of the Contract that is not remedied within 30 calendar days after receiving a notice specifying the breach and the intention to terminate if it remains unresolved.

14.2. Adfusion has the right to suspend the Services if the Customer breaches any obligations under the Contract, including failure to make payments as specified in clause 10. Adfusion will have a lien on all Customer Materials until breaches are remedied and payments are made in full. Adfusion may, after ten calendar days’ notice, dispose of such Customer Materials and Deliverables (including archiving) and apply any proceeds towards the debts.

14.3. Termination or expiry of the Contract will not affect any accrued rights, remedies, obligations, or liabilities up to the termination or expiry date, including the right to claim damages for any breach occurring before that date.

14.4. Either party may terminate the Contract by giving the other party not less than 30 calendar days’ written notice.

14.5. On termination or expiry of the Contract:

• (a) The Customer shall immediately pay all outstanding unpaid invoices and interest to Adfusion. If Services have been supplied but no invoice has been issued, Adfusion may submit an invoice, which will be payable immediately upon receipt.
• (b) The Customer shall return all of Adfusion’s Materials. If the Customer fails to return them, Adfusion may enter the Customer’s premises to retrieve the Materials. Until returned or repossessed, the Customer is responsible for their safekeeping.

14.6. If the Customer terminates the Contract under clause 14.4 before practical completion of the Services, it shall pay Adfusion an amount equal to the net profits Adfusion would have earned under the Contract until practical completion, less a 25% discount. This amount is a genuine estimate of Adfusion’s loss due to early termination.

14.7. Upon termination of the Contract, the Customer is not entitled to any IPR of Adfusion or any Deliverable or know-how presented by Adfusion in connection with the Contract.

 

15. Liability

15.1. This clause 15 outlines Adfusion’s entire financial liability for loss or damage suffered by the Customer due to a breach of the Contract. This includes all types of liability arising under or in connection with the Contract, such as contract, tort (including negligence), misrepresentation, restitution, or otherwise.

15.2. Nothing in this clause 15 limits the Customer’s liability or payment obligations under the Contract.

15.3. For printing and/or non-printing Services, Adfusion’s total liability for loss or damage suffered by the Customer due to any breach of the Contract or legal wrong (including negligence) is limited to the total amount of the Price paid for such Services and Deliverables during a 12-month period starting from the Commencement Date or any anniversary thereof.

15.4. Adfusion shall not be liable for indirect or consequential loss or damage, loss of income or revenue, loss of business, loss of profits or contracts, depletion of reputation or goodwill, or waste of management or office time, even if such loss was foreseeable or brought to Adfusion’s attention.

15.5. All warranties, conditions, and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law, except where repeated as an express term in the Contract.

15.6. Nothing in this clause 15 or the Contract limits liability for death or personal injury resulting from negligence, for damage or liability incurred as a result of fraud or fraudulent misrepresentation, or for any liability arising from a breach of the condition as to title or warranty of quiet possession under section 2 of the Supply of Goods and Services Act 1982.

15.7. The Customer shall indemnify Adfusion against all liability, loss, damage, costs, and expenses (including legal expenses) incurred by Adfusion as a result of claims for libel, trade libel, infringement of copyright, trademark, or other IPR, or breaches of any press, public relations, marketing, sales promotion, market research, advertising, or other applicable codes or laws arising from or relating to any Customer Materials or other material requested by the Customer for use under the Contract.

 

16. Compliance with Laws and Policies

16.1. When performing its obligations under the Contract, Adfusion must comply with:

• (a) Applicable Laws; and
• (b) Mandatory Policies specified in a Statement of Work or Change Order (if any), provided that the Customer gives Adfusion at least two calendar months' notice of any changes to these policies.

16.2. Any changes to the Services or Deliverables required due to changes in Applicable Laws or Mandatory Policies must be agreed upon in a Change Order.

 

17. Data Protection and Confidentiality

17.1. Both parties must comply with all applicable requirements of the Applicable Data Protection Laws. This clause 17 is in addition to, and does not replace or alter, a party’s obligations or rights under Applicable Data Protection Laws.

17.2. Each party must keep the Confidential Information of the other party confidential and use it only for the purposes of exercising its rights and fulfilling its obligations under the Contract. This does not include information that is in the public domain, unless it became public due to the act or default of the Customer.

17.3. The Customer authorizes Adfusion to process Personal Data. Adfusion will use the Customer’s Personal Data only for permitted purposes and for a reasonable period, subject to legal or regulatory requirements. If required by Applicable Data Protection Laws, the parties will enter into additional contracts concerning the processing of Personal Data related to the Services.

17.4. The Customer will ensure that it has all necessary consents to lawfully transfer Personal Data to Adfusion.

17.5. Each party will make every effort not to disclose any Confidential Information about the other party’s business, affairs, customers, clients, or suppliers during the Contract and for seven years after its termination or expiry, except as required by Applicable Laws.

17.6. Either party may disclose the other party’s Confidential Information:

• (a) To its officers, employees, agents, representatives, or contractors who need to know the information to fulfill their obligations under the Contract; and
• (b) As required by law, court order, or any governmental or regulatory authority.

17.7. Each party must ensure that its officers, employees, agents, representatives, and contractors comply with this clause 17.

 

18. Notices

18.1. Any notice or communication under the Contract must be in writing and delivered by email, hand, pre-paid first-class post, or other next working day delivery service to the party's registered office (if a company), principal place of business, or any other address notified by the party giving the notice.

18.2. Notices or communications will be deemed received:

• (a) If delivered by hand, at the time the notice is left at the property address;
• (b) If sent by pre-paid first-class post or other next working day delivery service, at 12:00pm on the fifth calendar day after posting or collection by the courier service (or, if sent by airmail, ten calendar days after posting). Proof of service can be established by showing that the letter was properly stamped, addressed, and delivered to the postal authorities or courier service;
• (c) If sent by email, at the time of transmission, or if sent outside business hours in the place of receipt, when business hours resume. Business hours are 9:00am to 5:00pm on a day other than Saturday, Sunday, or an official bank holiday in London. Proof of service can be established by a computer printout indicating that the email was sent to the recipient’s address.

18.3. This clause 18 does not apply to the service of legal proceedings or any documents in legal actions, arbitrations, or other dispute resolution methods.

 

19. Force Majeure

19.1. If a party is prevented, hindered, or delayed from performing any of its obligations under the Contract by a Force Majeure Event (the "Affected Party"), that party will not be in breach of the Contract or liable for the failure or delay. The time for performance will be extended accordingly.

19.2. The corresponding obligations of the other party will also be suspended and extended to match those of the Affected Party.

19.3. The Affected Party must:

• (a) As soon as reasonably practicable after the Force Majeure Event starts, notify the other party in writing of the event, its start date, likely duration, and impact on its ability to perform obligations under the Contract.
• (b) Use all reasonable efforts to mitigate the effects of the Force Majeure Event on its performance.

19.4. If the Force Majeure Event continues for more than 30 calendar days, the unaffected party may initiate discussions between a director of Adfusion and a director of the Customer. They will attempt, in good faith, to agree on a Change Order to address the effects of the Force Majeure Event.

19.5. If the directors cannot agree on a Change Order within ten calendar days, either party may terminate the Contract by providing seven calendar days' written notice to the Affected Party, as outlined in clause 14.

 

20. General

20.1. The Contract does not create a partnership or employer-employee relationship between the Customer and Adfusion.

20.2. If any provision of a Statement of Work, Change Order, or these Conditions is deemed illegal, invalid, void, or unenforceable, it will be severed from the remaining provisions, which will continue in full force.

20.3. Failure by either party to enforce any provision of the Contract does not constitute a waiver of that party’s rights and does not affect the right to take action in the future.

20.4. No variation of these Conditions, a Statement of Work, or a Change Order is effective unless it is in writing and signed by authorized representatives of both parties.

20.5. Adfusion may assign, transfer, charge, subcontract, or otherwise deal with its rights under the Contract and delegate any of its obligations to a third party or agent at any time.

20.6. The Customer may not assign, transfer, charge, subcontract, or deal with its rights or obligations under the Contract without Adfusion’s prior written consent.

 

21. Dispute Resolution Procedure

21.1. If a Dispute arises, the parties must follow this procedure:

• (a) Either party must give the other a Dispute Notice with relevant documents. Both parties will attempt to resolve the Dispute in good faith.
• (b) If the Dispute is not resolved within three calendar days, it will be referred to a director of Adfusion and a director of the Customer, who will attempt to resolve it in good faith.
• (c) If the Dispute is not resolved within ten calendar days of being referred to the directors, either party may terminate the Contract according to clause 14.

21.2. No party may start legal proceedings related to any part of the Dispute until mediation has occurred and 30 calendar days have passed since a final mediation agreement was signed or ended. Mediation will be conducted by a single mediator appointed by both parties according to the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

21.3. The Contract, and any dispute or claim related to it, will be governed by and construed according to the law of England and Wales.

21.4. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim related to the Contract or its subject matter or formation.

 

Terms & Conditions of Purchase

 

1. Definitions

The following definitions apply in these Conditions:

• Adfusion
  Adfusion Limited, incorporated and registered in England & Wales with company number 3282713, whose registered office is at 279 Stryd Bennett, Llanelli, SA15 4DQ.
• Adfusion’s Materials
  All materials, equipment, tools, drawings, specifications, and data supplied by Adfusion to the Supplier in connection with the Contract, including any materials received from Adfusion’s clients.
• Applicable Data Protection Laws
  Means to the extent that:
  a) UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
  b) EU GDPR (the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law) applies, the law of the European Union or any member state of the European Union to which a party is subject, which relates to the protection of personal data.
• Business
  Has the meaning set out in clause 3.1.
• Conditions
  These purchase terms and conditions.
• Confidential Information
  All information in whatever form that is not in the public domain and that is of a confidential nature, and information that relates to the parties, their employees, clients, or business and is of a confidential nature.
• Contract
  The Order together with these Conditions.
• Design Work
  All products and materials developed by the Supplier or its agents, contractors, or employees in relation to the Goods and/or Services in any form or media, (including, but not limited to, copyright, coding, exhibition design, and photography) which may incorporate the Intellectual Property of any third party.
• Dispute
  A dispute that arises out of or in connection with the Contract or the performance, validity, or enforceability of the Contract.
• Goods
  The goods (or any part of them) as set out in the Order.
• Intellectual Property
  Copyright, moral rights, design rights, patent rights, registered designs, know-how (including inventions and modifications and all information relating thereto), goodwill, and trademarks.
• Order
  A confirmation of the Supplier’s offer to provide Goods and/or Services, which may include the following details (as relevant): the commencement of the Contract; the identity of the Supplier; any Design Work to be provided; the Price to be paid; the Commencement Date for delivery of the Goods and/or Services; any of Adfusion’s Materials to be provided; the delivery location; and Timescales. All are subject to these Conditions.
• Personal Data
  Has the meaning given to it in the UK GDPR and any personal data which Adfusion processes in connection with the Contract, in the capacity of a controller (which has the meaning given to it in the UK GDPR).
• Price
  The sums payable for the Goods and/or Services, as set out in the Contract.
• Services
  The services, including any Design Work, to be provided by the Supplier under the Contract as set out in the Order.
• Supplier
  The person or firm set out in the Order.
• Timescales
  The dates and/or timescales specified in the Order.

 

2. Interpretation

2.1 In these Conditions:

(a) References to clauses are to clauses of these Conditions;
(b) Clause, Schedule, and paragraph headings shall not affect the interpretation of the Contract;
(c) A person includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality);
(d) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
(e) A reference to legislation or a legislative provision is a reference to it as it is in force as at the date of the Contract;
(f) A reference to writing or written includes email delivered to the recipient; and
(g) Documents to be signed may be physically or virtually by an electronic or digital signature.

 

3. Conditions of Contract

3.1 These Conditions are the terms upon which Adfusion purchases Goods and/or Services in connection with its business of providing design consultancy advice and Services relating to the design and promotion of its clients, whether as principal or agent, for the purposes of its clients or on its own behalf (Business).

3.2 These Conditions and the Order together form the Contract, and the Contract shall govern the agreement between Adfusion and the Supplier.

3.3 The Contract supersedes all previous agreements between the parties. Adfusion may agree to modifications to the Contract, but such modifications must be in writing and cannot be inferred from a course of conduct.

3.4 Subject to the Contract, the Supplier shall supply and Adfusion shall purchase the Goods and/or Services in consideration of payment of the Price.

3.5 The Order shall be deemed to be accepted, and the Contract shall exist upon the Supplier issuing written acceptance of the Order (Commencement Date).

3.6 The Supplier will not subcontract Services or any of its other obligations under the Contract without written authorization from Adfusion.

3.7 If the Supplier subcontracts any of its obligations under the Contract, it shall remain liable to Adfusion for the proper performance of the Contract. The Supplier shall procure that the subcontractor will observe the terms of the Contract and shall be directly liable to Adfusion.

3.8 The Supplier holds itself out as being expert in its field, and Adfusion relies upon such expertise in all matters relating to the quality, Timescales, and delivery of the Goods and/or Services.

 

4. Supply of Goods

4.1 In providing the Goods, the Supplier shall co-operate with Adfusion in all matters relating to the Goods.

4.2 The Supplier shall inspect all Goods consigned to it and report any defects to Adfusion and ensure that the Goods shall:
(a) Conform with their description in the Order;
(b) Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for purpose held out by the Supplier or made known to the Supplier by Adfusion, expressly or by implication, and in this respect Adfusion relies on the Supplier’s skill and judgment;
(c) Comply with all applicable statutory and regulatory requirements.

4.3 The Supplier shall supply the Goods with the longer of:
(a) An 18-month warranty from the date of receipt of the Goods by Adfusion; or
(b) The Supplier’s standard warranty period.

4.4 The Supplier shall warrant that at all times it has and maintains all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Contract in respect of the Goods and/or Services.

4.5 Adfusion may, at any time before delivery, inspect and test the Goods, and the Supplier shall afford Adfusion access to the Goods for this purpose. Such inspection and/or testing shall not relieve the Supplier of its obligations regarding any defects that were not reasonably apparent upon inspection or otherwise affect the Supplier’s obligations under the Contract.

4.6 If, following such inspection or testing, Adfusion considers that the Goods do not or are unlikely to comply with the specifications in the Order, the Supplier shall immediately take remedial action as is necessary to ensure compliance.

4.7 Adfusion may conduct further inspections and tests after the Supplier has carried out its remedial actions under clause 4.6.

 

5. Delivery of Goods

5.1 The Supplier shall deliver the Goods in accordance with the Timescales, and time for delivery shall be of the essence.

5.2 The Supplier shall be liable to Adfusion in respect of any costs incurred or damage suffered by Adfusion as a result of the late delivery of the Goods.

5.3 All Goods shall be delivered to the place of delivery specified in the Order or otherwise agreed by the parties (Delivery Location) and in a condition that permits their safe and convenient unloading and storage.

5.4 Delivery of the Goods shall be completed upon the unloading of the Goods at the Delivery Location, at which point title and risk in the Goods shall pass to Adfusion.

5.5 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note that shows the date of the Order, the Order number, the type and quantity of the Goods, special storage instructions, and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

 

6. Supply of Services

6.1 The Supplier shall, from the date of the Contract as set out in the Order and for the duration of the Contract, supply the Services to Adfusion in accordance with the Contract.

6.2 The Supplier shall observe all security and health and safety regulations that apply at any of Adfusion’s premises.

6.3 The Supplier shall meet the Timescales for the Services. Time is of the essence in relation to Timescales.

6.4 In providing the Services, the Supplier shall:
(a) Co-operate with Adfusion in all matters relating to the Services;
(b) Perform the Services with care, skill, and diligence in accordance with best practice in the Supplier's industry and comply with all professional rules applying to its service;
(c) Ensure the Design Work conforms with any specifications in the Order and is fit for any purpose that Adfusion makes known to the Supplier;
(d) Use personnel who are suitably skilled and experienced to perform tasks assigned to them;
(e) Use the best quality goods, materials, standards, and techniques, and ensure that all materials supplied and used in the Services or transferred to Adfusion will be free from defects in workmanship, installation, and design;
(f) Not do or omit to do anything which may cause Adfusion to lose any licence, authority, consent, or permission upon which it relies for the purposes of conducting the Business;
(g) For the duration of the Contract, remain members of any relevant regulatory body applicable to the performance of its obligations under the Contract.