These Terms and Conditions are issued by REBEL LION ADVERTISING LIMITED (Company Number 13895764), a company registered in England and Wales whose registered office is at 389 Newport Road, Cardiff, CF24 1TP (the “Supplier”), trading as R4 Advertising.
DEFINITIONS
Associates – means a party’s employees, officers, agents, sub-contractors or authorised representatives.
Basis of the Contract – means project or retainer contract as stated in the Booking Confirmation.
Booking Confirmation – means the booking confirmation which confirms the details as stated in these Conditions.
Business Day – a day other than a Saturday, Sunday or public holiday in England or Wales, when banks in London are open for business.
Charges – the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Booking Confirmation.
Conditions – these terms and conditions set out in clause 1 (Interpretation) to clause 10 (General) (inclusive).
Contract – the contract between the Customer and the Supplier for the supply of the Services in accordance with the Booking Confirmation, these Conditions and the Schedule.
Customer Materials – all Data, materials, equipment, branding, artwork, logos, computer systems, software, documents, drawings, specifications, Intellectual Property Rights and any other information owned by or licensed to the Customer which are provided to the Supplier and/or its Associates.
Data – means the Customer’s computer data (in machine readable form).
Deliverables – all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
Intellectual Property Rights – patents, utility models, rights to inventions, copyright and related rights, trademarks, service marks, business names, domain names, rights in get-up and trade dress, goodwill, designs, software, database rights and all similar rights whether registered or unregistered anywhere in the world.
Moral Rights – all rights described in Part I, Chapter IV of the Copyright, Designs and Patents Act 1988 and similar rights worldwide.
Services – the services as set out in the Booking Confirmation.
Services Start Date – the day on which the Supplier is to start provision of the Services, as set out in the Booking Confirmation.
Supplier – REBEL LION ADVERTISING LIMITED (Company Number 13895764) trading as R4 Advertising.
Supplier Materials – materials created by the Supplier for the purposes of the Services (including materials adapted from Customer Materials), approved by the Customer and incorporated into Deliverables.
Supplier IPRs – software (including programming code), methodology, know-how, processes and materials in which the Intellectual Property Rights are owned by or licensed to the Supplier.
1. INTERPRETATION
1.1 References to legislation include amendments and subordinate legislation.
1.2 Words such as including, include or for example are illustrative only.
1.3 Writing includes email unless otherwise stated.
1.4 The Contract consists of:
(a) the Booking Confirmation;
(b) these Conditions;
(c) the Schedule.
1.5 In case of conflict, documents take priority in the order listed above.
1.6 The Contract is entered into on the date stated in the Booking Confirmation.
2. COMMENCEMENT AND TERM
2.1 The Contract commences once signed by both parties and continues for the Term unless terminated under clause 9.
2.2 If retainer-based, the Contract automatically renews for further equal terms unless notice is given.
2.3 Termination Notice is effective:
- at expiry of notice (Project basis); or
- at expiry of the Term or Renewal Term (Retainer basis).
3. SUPPLY OF SERVICES
3.1 The Supplier shall provide the Services from the Services Start Date.
3.2 The Supplier shall:
- perform with reasonable care and skill;
- use reasonable endeavours;
- act as principal in third-party contracts relating to the Services;
- comply with applicable law;
- observe reasonable health and safety requirements;
- take reasonable care of Customer Materials.
3.3 For project contracts, no work commences without a signed Scope of Work.
3.4 The Supplier will notify the Customer of any anticipated delays.
3.5 Material amendments require written agreement.
3.6 The Supplier will seek written approval for:
- third-party cost estimates;
- creative treatments and marketing activity.
3.7 Approval of draft Deliverables authorises progression.
3.8 If the Customer does not respond within 7 days of approval request, approval is deemed granted.
4. CUSTOMER OBLIGATIONS
4.1 The Customer shall:
- cooperate fully;
- provide timely access and information;
- ensure information is accurate;
- ensure cooperation from other suppliers;
- provide necessary rights in Customer Materials.
4.2 If Supplier performance is delayed due to Customer action or omission:
- the Supplier is not liable for resulting losses;
- Charges remain payable;
- additional costs may be recovered.
5. DATA PROTECTION
The parties shall comply with Schedule 1 (Data Protection).
6. INTELLECTUAL PROPERTY
6.1 Customer Materials remain the Customer’s property.
6.2 Upon full payment, Supplier assigns IP in Supplier Materials.
6.3 Supplier retains ownership of Supplier IPRs.
6.4 Moral Rights are waived to the extent permitted by law.
6.5 Supplier may:
- use published Deliverables and the Customer’s name/logo for promotional purposes;
- retain know-how gained.
7. CHARGES AND PAYMENT
7.1 Customer shall pay Charges, expenses and Third-Party Costs.
7.2 VAT is payable where applicable.
7.3 Invoices will be issued per Booking Confirmation.
7.4 Third-party costs will be invoiced accordingly.
7.5 Payment terms: 30 days from invoice date.
7.6 Late payment:
- interest at 8% above Bank of England base rate;
- suspension rights after 7 days’ notice.
7.7 No set-off or deductions permitted.
8. LIMITATION OF LIABILITY
8.1 Supplier may contract with third parties under their standard terms.
8.2 Subject to clause 8.3, Supplier’s aggregate liability shall not exceed the Charges paid.
8.3 Nothing limits liability for fraud, death, personal injury or non-excludable liability.
8.4 Neither party shall be liable for:
- loss of profits;
- loss of goodwill;
- loss of anticipated savings;
- loss of data;
- indirect or consequential loss.
9. TERMINATION
9.1 Either party may terminate immediately for material breach, insolvency or financial jeopardy.
9.2 Supplier may terminate immediately for non-payment.
9.3 On termination:
- outstanding sums become payable immediately;
- surviving provisions remain in force;
- accrued rights remain unaffected.
9.4 Cancellation charges:
Notice Period Charge
Up to 90 days Nil
75–89 days 15%
60–74 days 30%
45–59 days 40%
30–44 days 70%
10–29 days 90%
Less than 10 days 100%
10. GENERAL
10.1 Force majeure applies.
10.2 No assignment without consent.
10.3 Confidentiality obligations apply.
10.4 Entire agreement clause applies.
10.5 Variations must be written and signed.
10.6 Waivers must be written.
10.7 Severance applies.
10.8 Notices must be written.
10.9 No third-party rights.
10.10 Governing law: England and Wales.
10.11 Exclusive jurisdiction: England and Wales courts.
SCHEDULE 1 – DATA PROTECTION
The parties shall comply with UK GDPR, Data Protection Act 2018 and PECR.
The Customer is Controller.
The Supplier is Processor.
The Supplier shall
- process data only on instructions;
- maintain appropriate security;
- ensure confidentiality;
- not transfer outside the UK without safeguards;
- assist with data subject requests;
- notify breaches promptly;
- delete or return data on termination;
- maintain compliance records.
Types of data: names, email addresses, telephone numbers.
Data subjects: clients and employees.
Processing duration: term of the Contract.
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