Standard Advertising Terms and Conditions

1. Definitions and Interpretation

In this Agreement, the following words and expressions shall have the corresponding meanings:

“Agreement” means the Media Plan, any SOW, concept pitch deck, the Timetable and these Standard Terms and Conditions;

“Campaign” means the advertising campaign developed and produced by Us pursuant to the Media Plan;

“Campaign Period” means the duration of the Campaign as set out in the Media Plan;

“Client Property” means any and all materials, documents, records, research, photography, logos, designs, software or other property (including all Intellectual Property rights therein) belonging to You which are provided to Stylist in connection with the provision of the Services;

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

“Deliverables” means all copy, layouts, artwork, storyboards, scripts, presentations, drawings, documents, charts, graphics, photographs, films and/or other materials created or produced by or on behalf of Stylist for You in the course of providing the Services, on any media. The Deliverables shall include all items that are identified in a Media Plan;

“Fees” means the fees payable by You to Stylist for the provision of the Services as set out in the Media Plan;

“Media Plan” means the plan for the Campaign formulated by Us for You and which accompanies these Standard Terms and Conditions along with any accompanying SOW which shall be signed by You;

“IPR” means copyright, moral rights, trade marks, trade names, designs, design rights, patents, domain names, rights to goodwill, rights in confidential information (including knowhow and trade secrets), rights to prevent passing off or unfair competition, and all other intellectual or industrial property rights, in each case whether registered or unregistered, applications for and rights to apply for any of the foregoing and similar or equivalent rights which subsist or will subsist now or in the future in any part of the world, together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions;

“Services” means the content creation and/or advertising services to be provided by Stylist to You as set out in the Media Plan;

“SOW” means the statement or scope of work which may be provided to You by Us, setting out further details relating to the Campaign;

“Timetable” means the timetable for the provision of the Services (including feedback, amendment, approval and publication dates) and the Deliverables as set out in the Media Plan provided to you by Stylist.

“We”, “Us”, “Our” or “Stylist” means The Stylist Group Limited (Company No: 06246263) whose registered office is at 185 Fleet Street, London, EC4A 2HS;

“Working Day” means a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business; and

“You” or “Your” means the company, firm or individual receiving our Services.

2. Application of these Standard Terms and Conditions

2.1 Any Services that You request Us to undertake in relation to Campaigns which are accepted by Us are accepted subject to the terms of these Standard Terms and Conditions and the terms of the Media Plan and SOW (if any), which shall apply to the exclusion of all other terms and conditions. By approving the Media Plan, You confirm that you have read, understood and agree to these Standard Terms and Conditions.

3. Media Plans

3.1 If You wish Stylist to undertake a Campaign, You shall discuss with Stylist the Services required in order to execute that Campaign. Stylist shall then, at no cost to You, submit to You in writing, for approval, a draft Media Plan which shall include:

(a) details of the services that Stylist will provide in relation to the Campaign and the Timetable;

(d) any other relevant information relating to the Campaign.

3.2 Upon receipt of the draft Media Plan You shall, within the timeframe stipulated by Stylist, notify Stylist in writing whether You:

(a) approve the draft Media Plan;

(b) wish for modifications to be made to the draft Media Plan (giving details); or

3.3 Stylist shall make any modifications to the draft Media Plan requested by You under Clause 3.2(b), or develop a new draft Media Plan if requested to do so by You under Clause 3.2(c) as appropriate, promptly following receipt by Stylist of the relevant request from You, and resubmit the modified or new draft Media Plan to You for approval in accordance with Clause 3.2.

3.4 Once a draft Media Plan has been approved by You under Clause 3.2, the Media Plan shall then become a Media Plan for the purposes of this agreement, shall be binding on the parties and shall form part of, and be governed by the provisions of, this agreement.

3.5 Subject to Clause 3.6, if there is any inconsistency or conflict between the provisions of any Media Plan and the provisions of the main body of this agreement, the provisions of the main body of this agreement shall prevail to the extent of that inconsistency or conflict.

3.6 If a Media Plan references a specific clause in the main body of this Agreement and states that a provision in the Media Plan shall take precedence over it, the Media Plan shall prevail.

4. Amendments to Media Plans

4.1 You may request, and Stylist may recommend, a change to a Media Plan (a “Change”) at any time before completion of the relevant Campaign. Where You request any Change, Stylist shall promptly provide You with a detailed note (“Change Control Note”), signed by Stylist.

Where Stylist proposes any Change it shall submit an appropriate Change Control Note signed by Stylist to You. Each Change Control Note shall set out:

(a) the title of the Change;

(b) the originator and date of the request or recommendation for the Change;

(d) full details of the Change;

(e) the effect on the Fees, if any, of the Change;

(f) details of the likely impact, if any, of the Change on other aspects of this agreement including:

(i) the timetable for the provision of the Change;

(ii) the personnel to be provided;

(iii) working arrangements;

(iv) other contractual issues; and

(v) the date of expiry of validity of the Change Control Note; and

(g) provision for signature by You and Stylist.

4.2 Where any change to a Media Plan has been requested by You or proposed by Stylist, the parties will continue to perform their respective obligations under this agreement, without taking account of that requested or proposed change, until that change takes effect in accordance with Clause 4.3.

4.3 A Change Control Note signed by You and Agency shall constitute an amendment to this agreement.

4.4 Where Stylist has proposed a Change it may not, unless otherwise agreed by You, make any charge for time spent in the preparation of Change Control Notes or in dealing with requests for Changes. Where You has requested a Change, Stylist may make a reasonable charge for its time so spent, calculated by reference to the Fees.

5. Performance of the Services

5.1 In consideration for the payment of the Fees by You, Stylist shall perform the Services for, and provide the Deliverables to, You.

5.2 Without limiting any other obligations of Stylist under this agreement, Stylist shall, and shall procure that it shall, perform the Services in a professional manner, in accordance with:

(a) best industry practice, using all due skill, care and diligence;

(b) the provisions of these Terms and Conditions and the relevant Media Plan including the relevant Timetable;

5.3 Stylist will allocate sufficient personnel with suitable experience, seniority and qualifications to perform the Services.

6. Your Obligations

6.1 You shall co-operate with Stylist and shall provide to Stylist, at Stylist’s request, such information concerning You, Your requirements in respect of the Services and the Campaign, required Client Property as is reasonably necessary to enable Stylist to perform the Services. Any Client Property to be provided to Stylist in order for Stylist to deliver the Services will be provided by You at no charge to Stylist, shall be up to date, accurate and non-infringing.

6.2 You shall respond reasonably promptly to any request by Stylist for information or approval or within any specific response times notified to you by Stylist. Failure to respond within specified timeframes could result in delays to Deliverables being published in print or digital with you remaining liable for full payment.

7. Fees and Expenses

7.1 In consideration for the provision of the Services in accordance with this agreement, You shall pay the Fees to Stylist.

7.2 The Fees are inclusive of all costs of:

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

(b) all materials used by or on behalf of Stylist to produce the Deliverables and/or provide the Services; and

(c) all overheads or administration costs of Stylist, including all costs of telephone calls, printing and stationery, delivery charges and postage costs,

7.3 The Fees do not cover the provision of Services outside the Territory, travel costs or any services other than the Services. If any such services are requested, the level of remuneration for them will be separately agreed by the parties.

7.4 Stylist may invoice You for the Fees at such times and/or in such instalments (as applicable) as you have agreed with Stylist or as are set out in the relevant Media Plan (as applicable).

7.5 The parties agree that if additional costs result from Stylist’s failure to comply with any Media Plan or the Timetable for provision of any Services or Deliverables, You shall not be obliged to reimburse Stylist for those additional costs, except where Stylist’s failure directly results from Your failure to comply with its obligations under this agreement.

8. Payment

8.1 Except as otherwise agreed between the parties, You shall pay all undisputed invoices submitted by Stylist on the payment terms agreed between You and Stylist, provided always that the invoice sets out Stylist’s VAT invoice details.

8.2 All sums payable under this agreement:

(a) are exclusive of any VAT or any other sales tax or duties, which, where applicable, shall be payable by You to Stylist in addition; and

(b) shall be paid in British pounds sterling to the credit of Stylist’s bank account, details of which shall be notified to You as and when necessary.

8.3 You shall pay interest on any overdue sum under this agreement, calculated at a rate of 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0% from when the overdue sum became due, until it is paid.

9. Approvals and Authority

9.1 Once a Media Plan has been agreed by the parties, Stylist shall submit to You materials for the Campaign, including copy, layouts, artwork, storyboards, concept artwork and scripts, for written approval. You may request reasonable amendments to the work produced by Stylist, with any extensive changes being subject to further costs at Stylist’s reasonable discretion.

9.2 Upon receipt of individual Deliverables You will use Your reasonable endeavours to provide written approval or an update to Stylist within the timeframe stipulated by Stylist.

9.3 In relation to any Deliverable Stylist may proceed to produce the Deliverable and enter into contracts with third parties in relation thereto when it has obtained Your written approval of:

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

(b) any related Third-Party Fees and Expenses; and

9.4 During the Term, Stylist shall immediately advise You of any material changes in plans, schedules or work-in-progress previously approved by You in accordance with this agreement.

10. Compliance of Campaign and Deliverables with the Law

10.1 Stylist shall ensure that each Campaign and all Deliverables (excluding Client Property) and their broadcast, publication or otherwise making available to the public, in all material respects as delivered by Stylist and in accordance with the plans therefor as agreed between You and Stylist, shall:

(a) comply with all applicable laws in England and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies;

(b) not infringe the Intellectual Property Rights or proprietary rights of any third party; and

10.2 Stylist shall indemnify You against all direct liabilities, reasonable costs, expenses, damages and losses suffered or incurred by You (“Losses”) arising out of or in connection with any third party claims or any action, adjudication or decision taken against You by any regulatory body, in each case directly out of any breach by Stylist of clause 10.1, subject always to the provisions of clause 14.

10.3 The indemnity in clause 10.2 shall not extend to, and Stylist shall not have liability for, any Losses to the extent that the same are caused by:

(a) any breach of this Agreement by You; or

(b) the negligence or fraud by You.

10.4 If either Stylist or You become aware that there is risk that the Campaign or Deliverable is not in compliance with Clause 10.1, each shall promptly notify the other, and, without prejudice to any other right or remedy of You, Stylist shall make any modifications which may be necessary to remedy that defect in the Deliverables or Campaign. Any modifications shall be at Stylist’s cost unless the problem was due to Your act or omission (and/or to any material error in Client Property and/or any information provided by You to Stylist in relation to the relevant Campaign) and, in relation to the Deliverables, provided the Deliverables are unaltered since delivery Stylist.

10.5 You shall ensure that Stylist’s possession and use of Client Property in the exercise of Stylist’s obligations under this agreement shall not infringe the Intellectual Property Rights or proprietary rights of any third party.

11. Intellectual Property Rights

11.1 It is the intention of the parties that:

(a) Stylist shall own all Deliverables produced for the Campaign (save to the extent that such Deliverables consist of Client Property);

(b) If your usage of the Deliverables has been agreed in the Media Plan, Stylist grants You a royalty-free, revocable, non-transferrable licence to use the Deliverables for the duration of the Campaign solely for the purposes of the Campaign and on the agreed media (otherwise Stylist has the exclusive right to serve the Campaign on its platforms);

(c) Insofar as the applicable law allows, Stylist shall procure from all artists, photographers, actors, models, performers of music, owners of any other IPR in materials incorporated into the Deliverables and all other third parties used by Stylist in connection with Deliverables, all necessary consents, releases, and approvals to use their work or images for the Campaign and such other purposes as You and Stylist may agree..

11.2 You grant Stylist a non-exclusive, non-transferable, royalty-free licence to use Client Property and Your IPR solely to the extent necessary to enable Stylist to provide the Services and create the Deliverables during the Campaign Period.

11.3 Client Property shall, at all times be and remain, as between You and Stylist, the exclusive property of You. Stylist shall mark or otherwise identify all Client Property as property of You and shall hold the same in safe custody at Stylist’s own risk. Stylist shall not dispose of, or use, any Client Property other than in accordance with the provisions of this agreement and/or Your written instructions.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time during the Campaign Period, and for a period of five years thereafter disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by 12.2 below.

12.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

13. Data Protection

13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 13, Applicable Laws means (for so long as and to the extent that they apply to Stylist) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, if Stylist acquires, from You in the course of the provision of the Services, any personal data relating to any of the personnel of You or any other individual You are the Controller and Stylist is the Processor.

13.3 Without prejudice to the generality of Clause 13.1, You will ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer of the Personal Data to Stylist for the duration and purposes of this agreement.

13.4 Without prejudice to the generality of Clause 13.1, Stylist shall, in relation to any Personal Data processed in connection with the performance by Stylist of its obligations under this agreement:

(a) process that Personal Data only on the documented written instructions of You unless Stylist is required by Applicable Laws to otherwise process that Personal Data. Where Stylist is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Stylist shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Stylist from so notifying You;

(b) ensure that it has in place appropriate technical and organisational measures, to be reviewed and approved by You, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of You has been obtained and the following conditions are fulfilled:

(i) You or Stylist has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Stylist complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Stylist complies with reasonable instructions notified to it in advance by You with respect to the processing of the Personal Data;

(e) assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify You without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of You, delete or return Personal Data and copies thereof to You on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 13.

13.5 Either party may, at any time on not less than 30 days’ notice, revise this Clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

14. Limitation of Liability

14.1 Nothing in the agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

14.2 Subject to Clause 14.1, Stylist’s total liability to You shall not exceed the Fees. Stylist’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the agreement.

15. Cancellation of Media Plan

15.1 You may cancel the Media Plan without cause, by giving written notice of immediate cancellation to Stylist at any time and for any reason.

15.2 On cancellation of any individual Media Plan:

(a) Stylist shall immediately cease performing all Services in relation to that Media Plan only and shall be under no obligation to provide You with any Deliverables;

(b) Stylist shall be entitled to invoice You for any outstanding, properly incurred Fees, Third-Party Fees and Expenses in respect of the Media Plan, which shall be payable by You in accordance with the provisions of Clause 8;

(c) You shall deliver to Stylist promptly, in accordance with its instructions, all Deliverables relating to the cancelled Campaign and existing at the date of that cancellation which have been completed and provided to You; and

(d) You shall pay to Stylist any sums payable by Stylist to any third party under any legally binding commitment entered into by Stylist, with the written approval of You, in relation to the cancelled Campaign and Media Plan only, to the extent that Stylist is unable to cancel or otherwise mitigate that commitment (except where those costs are already covered by any Fees, Third-Party Fees or Expenses paid or payable in respect of the cancelled Media Plan).

16. Termination

16.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(f) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 16.1(b) to Clause 16.1(h) (inclusive);

(j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(k) any warranty given by the other party under this agreement is found to be untrue or misleading.

17. Consequences of Termination

17.1 On expiry or termination of this agreement:

(a) Stylist shall immediately cease all further performance of the Services;

(b) Stylist shall immediately cease all further use of Your Property and any other IPR of You;

(d) Stylist shall be entitled to invoice You for all outstanding properly incurred Fees, Third-Party Fees and Expenses, which shall be payable by You in accordance with the provisions of Clause 8;

(e) each party shall return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(f) Stylist shall deliver to You, promptly, in accordance with You’s instructions, all of You Property, in its possession or control at the date of termination or expiry;

(g) You shall deliver to Stylist, promptly, in accordance with the Stylist’s instructions, all of the Deliverables, in its possession or control at the date of termination;

17.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

18. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 6 weeks, the other party may terminate this agreement by giving 7 days’ written notice to the affected party.

19. Third Party Rights

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

20. Governing Law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

21. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).