THE WORKHOUSE ADVERTISING AND MARKETING LTD. TERMS AND CONDITIONS OF BUSINESS

1. INTERPRETATION

1.1 In these Terms and Conditions of Business, the following words have the following meanings:
Affiliate: means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Applicable Law: means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
Bribery Laws: means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;
Business Day: means a day other than a Saturday, Sunday or bank or public holiday;
Client: means the named party which has agreed to purchase the Services from Workhouse and whose details are set out in the relevant SOW;
Conditions: these Terms and Conditions of Business;
Confidential Information: means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Contract: means the agreement between Workhouse and the Client for the supply and purchase of Services incorporating these Conditions and the relevant SOW and including all schedules, attachments, and annexes to each);
Control: has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;
Data Protection Legislation: means, as binding on either party or the Services:

	1.1.1	the UK GDPR;
	1.1.2	the Data Protection Act 2018;
	1.1.3	the Data (Use and Access) Act 2025;
	1.1.4	any other applicable data protection laws; and
	1.1.5	any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Deliverables: means the deliverables (including any Digital Deliverables) that Workhouse proposes to deliver to the Client in performing the Services under a SOW;
Digital Deliverables: means any digital materials, creative outputs, or content produced by Workhouse as part of the Services;
Documentation: means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;
Final Works: means the final version of the Deliverables, which have been approved by the Client;
Force Majeure Event: means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay;
IPR: means any and all copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

	1.1.6	whether registered or not;
	1.1.7	including any applications to protect or register such rights;
	1.1.8	including all renewals and extensions of such rights or applications;
	1.1.9	whether vested, contingent or future;
	1.1.10	to which the relevant party is or may be entitled, and
	1.1.11	in whichever part of the world existing;

Non-Final Works: means the Deliverables which are not the Final Works;
Price: has the meaning set out in clause 3.1;
processing: has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Protected Data: means personal data received from or on behalf of the Client in connection with the performance of Workhouse’s obligations under the Contract;
Services: means the Services set out in the SOW and to be performed by Workhouse for the Client in accordance with the Contract;
SOW: means any statement of work entered into between Workhouse and the Client or, in the absence of a statement of work, any document issued by Workhouse setting out the commercial terms and scope of Services to be performed by Workhouse;
Term: means the term of the Contract as set out in the relevant SOW.
Workhouse: means The Workhouse Advertising and Marketing Ltd., a company incorporated and registered in England and Wales with company number 03340681, whose registered address is at Blackburn Road, Ribchester, Preston, Lancashire, PR3 3ZQ;
Workhouse Personnel: means all employees, officers, staff, other workers, agents and consultants of Workhouse, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and
UK GDPR: means the UK General Data Protection Regulation.
1.2 Interpretation:

	1.2.1	a reference to the Contract includes these Conditions, the relevant SOW, and their respective schedules, appendices and annexes (if any);
	1.2.2	any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
	1.2.3	a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
	1.2.4	any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
	1.2.5	a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
	1.2.6	a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; 
	1.2.7	a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. APPLICATION OF THESE CONDITIONS
2.1 These Conditions apply to and form part of the Contract between Workhouse and the Client. They supersede any previously issued terms and conditions of purchase or supply. The Client may enter into one or more SOWs with Workhouse, and each SOW shall incorporate these Conditions.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Workhouse otherwise agrees in writing.
2.3 No variation of these Conditions or to a SOW or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Workhouse and the Client respectively.
2.4 Each SOW, once signed or accepted by both parties, shall form a separate Contract incorporating these Conditions.
2.5 The parties may agree to amend the terms of a SOW from time to time, provided that any such amendment is agreed in writing and signed by, or on behalf of, each party.
2.6 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3. PRICE AND PAYMENT
3.1 The Price for the Services is set out in the relevant SOW.
3.2 Any breakdown of the Price as between stages is only an estimate as to how the charges may be broken down and does not restrict the amount chargeable for each stage.
3.3 The Price shall only cover the Services and Deliverables set out in the relevant SOW. Workhouse may also charge the Client a reasonable amount for any additional work that is requested by the Client beyond the scope of the SOW.
3.4 Workhouse may also charge the Client for:

	3.4.1	any expenses reasonably incurred by Workhouse’s Personnel and in respect of which Workhouse will provide the Client with an estimate on the request of the Client. This includes (but is not limited to) travelling expenses, hotel costs, living costs and any associated expenses; 
	3.4.2	the cost of any services and materials provided by third parties which are required by Workhouse for the performance of the Services and the delivery of the Deliverables and in respect of which Workhouse will seek the prior approval of the Client before incurring, where Workhouse may also charge a handling fee.

3.5 Unless the Client pays in advance, where it is agreed to invoice the Client on a staged basis, Workhouse shall invoice the Client on completion of each stage.
3.6 The Client must pay each invoice submitted by Workhouse:

	3.6.1	within 30 days of the date of the invoice; and
	3.6.2	in full and in cleared funds to a bank account nominated in writing.

3.7 If the Client would like to dispute any of the invoices, the Client must let Workhouse know within 5 days of receipt of the invoice, otherwise the invoice will be deemed to be accepted.
3.8 All amounts payable under the Contract are exclusive of value added tax chargeable which shall be paid in addition to and at the same time as the Price.
3.9 Without limiting any of Workhouse’s other rights or remedies, if the Client fails to make any payment due under the Contract by the due date for payment, Workhouse may charge interest on the overdue amount at the rate of 5 per cent per annum above the then-current base lending rate of the Bank of England accruing on a daily basis from the date the payment is due until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
3.10 The Client must pay all amounts due in full without any deduction or withholding except as required by law and the Client cannot assert any credit, set-off or counterclaim against Workhouse in order to justify withholding payment of any such amount.
3.11 Workhouse may require the Client to pay a deposit or to make payment of some or all of the Price in advance before commencing work on the Services.
3.12 If the Client fails to pay any amount due under the Contract by the due date, and without prejudice to its other rights and remedies, Workhouse may, on written notice to the Client, suspend all or part of the Services until payment is received in full. Workhouse shall not be liable for any delay or loss arising from such suspension.

4. PERFORMANCE
4.1 The Services shall be deemed performed on completion of the performance of the Services as specified in the relevant SOW.
4.2 Workhouse may perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Client to cancel any other instalment.
4.3 Any dates or timeframes for performance given by Workhouse shall be estimates only and are not guaranteed. Workhouse shall use its reasonable endeavours to meet such estimated dates, but time is not of the essence.
4.4 Workhouse shall not be liable for any delay in or failure of performance caused by:

	4.4.1	the Client’s failure to comply with its obligations under conditions 4.6 and 5; or
	4.4.2	a Force Majeure Event.

4.5 Subject to clause 4.12, Workhouse warrants that, at the time of performance, the Services shall be supplied with reasonable care and skill.
4.6 The Client warrants that it has provided Workhouse with all relevant, full and accurate information as to the Client’s business and needs.
4.7 The SOW may include milestones for the performance of the Services. The Client will be asked to confirm acceptance of the Services on completion relevant to each milestone (such confirmation not to be unreasonably withheld or delayed) and receipt of such acceptance (verbally or in writing) shall confirm that the Services and the Deliverables comply with clause 4.5. If the Client does not respond within 10 Business Days of being asked to confirm, the relevant milestone shall be deemed accepted. If the Client raises reasonable objections within that period, the parties shall discuss the re-performance of the relevant milestone.
4.8 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
4.9 The Client’s sole and exclusive remedy, and Workhouse’s sole liability, in respect of any Deliverables that are defective or that infringe the IPR of any third party, shall be, at Workhouse’s election: (i) repair or replacement of the relevant Deliverables; or (ii) if Workhouse is unable to repair or replace the relevant Deliverables, a refund of the Price paid by the Client in respect of the relevant Deliverables under the applicable SOW.
4.10 Workhouse assumes no responsibility for any third-party products, services, platforms or materials, including any materials or platforms provided or specified by the Client. Where the Client provides or specifies any third-party platform, tool, hosting service or materials for use in connection with the Services, the Client is responsible for ensuring their suitability and compliance with Applicable Law.
4.11 For the avoidance of doubt, Workhouse shall not provide media buying services, and shall not purchase, book, or place media on the Client’s behalf. Accordingly, any references in a SOW to paid-for media, advertising placement or similar activities are limited to Workhouse’s strategic and creative services, and exclude the acquisition, booking or placement of media space or advertising inventory.
4.12 Except as set out in this clause 4:

	4.12.1	Workhouse gives no warranties and makes no representations in relation to the Services, and the Services and Deliverables are provided on an “as-is” basis; 
	4.12.2	Workhouse shall have no liability for its failure to comply with the warranty in clause 4.5; and
	4.12.3	all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

5. CLIENT OBLIGATIONS
5.1 The Client must:

	5.1.1	ensure that the SOW sets out everything that is required by Workhouse;
	5.1.2	provide Workhouse, and Workhouse Personnel, with such access to information about it and access to its employees as Workhouse may reasonably require and in time to enable Workhouse to provide the Services within a reasonably expected time;
	5.1.3	provide Workhouse with the name and contact details of the person responsible for managing the Contract on its behalf to whom all Contract-related matters will be directed;
	5.1.4	obtain and maintain all necessary licences, permissions and consents in relation to the receipt and use of the Services and the Deliverables; and
	5.1.5	keep and maintain all Workhouse materials, equipment, documents and other property at the Client’s premises in safe custody and not dispose of these other than by Workhouse’s written instructions or authorisation.

5.2 To the extent permitted under law, if the Client prevents or delays Workhouse from performing any of Workhouse’s obligations to the Client under the Contract:

	5.2.1	Workhouse will not be in breach of the Contract for the related failure to perform, or delay in performing, its obligations to the Client; and
	5.2.2	Workhouse will not be liable to the Client for any costs or losses sustained or incurred by the Client as a result of this failure.

6. ANTI-BRIBERY
6.1 For the purposes of this clause 6 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
6.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

	6.2.1	all of that party’s personnel;
	6.2.2	all others associated with that party;
	6.2.3	all of that party’s sub-contractors; and
	6.2.4	all those involved in performing the Contract so comply.

6.3 Without limitation to clause 6.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
6.4 The Client shall immediately notify Workhouse as soon as it becomes aware of a breach or possible breach by the Client of any of the requirements in this clause 6.
6.5 Any breach of this clause 6 by the Client shall be deemed a material breach of the Contract that is not remediable and shall entitle (but not oblige) Workhouse to immediately terminate the Contract by notice under clause 14.2.1.

7. INDEMNITY AND INSURANCE
7.1 The Client shall indemnify, keep indemnified, and hold harmless Workhouse from and against any losses, damages, liability, costs (including legal and other professional fees) and expenses incurred by Workhouse as a result of, or in connection with, the Client’s breach of any of the Client’s obligations under the Contract, including (but not limited to) any claim that materials or data provided by the Client to Workhouse infringe the IPR of any third party.
7.2 Subject to clause 8, Workhouse shall indemnify and hold harmless the Client from and against damages and costs finally awarded against the Client by a court of competent jurisdiction, or agreed in settlement with Workhouse’s prior written consent, arising from any claim that the Client’s use of the Deliverables created by Workhouse infringes the IPR of any third party, except to the extent that such infringement is directly or indirectly caused by: (i) the Client’s breach of this Contract; or (ii) any materials or data provided by the Client, provided that the Client shall:

	7.2.1	promptly notify Workhouse in writing of such claim; 
	7.2.2	give Workhouse sole control of the defence and settlement of the claim;
	7.2.3	not make any admission of liability or agree to any settlement or compromise of the claim without Workhouse’s prior written consent; and
	7.2.4	provide Workhouse with such reasonable assistance as Workhouse may require (at Workhouse’s reasonable expense).

7.3 The Client shall maintain in force, with a reputable insurer, such insurance policies as are sufficient to cover its potential liabilities arising under or in connection with the Contract. On request, the Client shall provide Workhouse with reasonable evidence of such insurance cover.

8. LIMITATION OF LIABILITY
8.1 Nothing in the Contract excludes either party’s liability for:

	8.1.1	death or personal injury caused by negligence, or the negligence of either party’s employees, agents or subcontractors;
	8.1.2	fraud or fraudulent misrepresentation; or
	8.1.3	any other losses which cannot be excluded or limited by Applicable Law.

8.2 Subject to clause 8.1:

	8.2.1	Workhouse shall not be liable to the Client (whether in contract, tort (including negligence), under any indemnity, breach of statutory duty, or otherwise) for: 
		8.2.1.1	any loss of profits; loss of business; loss of opportunity; loss of contract; loss of use; destruction, loss of use or corruption of data; loss or corruption of software or systems; loss or damage to equipment; harm to reputation or loss of goodwill; and/or wasted expenditure; or 
		8.2.1.2	any indirect or consequential loss arising under or in connection with the Contract; and

	8.2.2	Workhouse’s total liability to the Client in respect of all losses arising under or in connection with a SOW, including (without limitation) any liability under the indemnity in clause 7.2, shall not exceed the total Price paid by the Client to Workhouse under that SOW.

8.3 Except as set out in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.4 The Client is responsible for ensuring that the Deliverables and the use of them comply with the law of any country for which they are intended and in which they are used, including any relevant legislation, regulations, codes of conduct, industry standards and/or intellectual property laws.
8.5 This clause 8 shall survive termination of the Contract.

9. INTELLECTUAL PROPERTY
9.1 The IPR in the Services and the Deliverables will fall into the following categories:

	9.1.1	IPR created by Workhouse before commencement of the Services or created by Workhouse during the provision of the Services and forming the constituent parts of the Services and Deliverables (Workhouse IPR); or 
	9.1.2	they will be created by third party sub-contractors that Workhouse may engage to assist with the provision of the Services (Third Party IPR).

9.2 Except where agreed otherwise in writing, Workhouse IPR will be owned by Workhouse and the Third Party IPR will be owned by the relevant third party.
9.3 The Deliverables themselves will either be Non-Final Works or will be the Final Works.
9.4 Subject to the full payment of the Price, the Client is granted a royalty free, non-transferable, perpetual licence to use Workhouse IPR in the Deliverables to enable the Client to use the Deliverables only for the purpose for which they were originally intended and strictly on the following basis:

	9.4.1	in relation to Workhouse IPR in any Non-Final Works, this will be a non-exclusive licence for evaluation purposes only and is without prejudice to the right of Workhouse to use and to commercially exploit such Workhouse IPR for any other purpose; and
	9.4.2	in relation to Workhouse IPR in any Final Works, this will be an exclusive licence.

9.5 Subject to the full payment of the Price, Workhouse will also seek to obtain a non-exclusive, royalty free, non-transferable, perpetual licence to use any Third Party IPR in any Final Works to allow the use of the Final Works only for the purpose for which they were originally intended, either by way of direct licence or by way of sub-licence from Workhouse.
9.6 All Workhouse’s Documentation is the exclusive property of Workhouse.
9.7 Each party warrants that, to the best of its knowledge, any materials it provides to the other party under the Contract shall not infringe the IPR of any third party. Subject to clause 7, neither party shall be liable under this warranty to the extent that any infringement arises from materials provided by the other party or from modifications made by the other party without prior written consent.
9.8 The Client shall not modify any of the Deliverables without the prior written consent of Workhouse and, if the Client does modify them without such consent, the Client must ensure that the modifications are not attributed to Workhouse, and Workhouse shall have no liability in respect of any such modifications.
9.9 Workhouse may use artificial intelligence or machine learning tools in the performance of the Services, including in the creation of Deliverables. The Client acknowledges and agrees that, to the extent that any Deliverables are created using such tools, intellectual property protection for those Deliverables may be limited or unavailable under Applicable Law, and Workhouse shall have no liability in respect of any such limitation to the fullest extent permitted by law.
9.10 The Client agrees that Workhouse may use the Deliverables, including the Client’s name and logo, in Workhouse’s portfolio, credentials, case studies and marketing materials, provided that Workhouse shall not disclose the Client’s Confidential Information in doing so.

10. DIGITAL DELIVERABLES
10.1 To the fullest extent permitted by law, Digital Deliverables are provided on an “as is” and “as available” basis. Except as expressly set out in these Conditions, Workhouse makes no warranties or representations, whether express or implied, regarding the Digital Deliverables, including as to their fitness for purpose, accuracy, completeness or reliability.
10.2 Workhouse may incorporate open source software into the Digital Deliverables. The Client acknowledges that any such open source software shall be subject to the applicable open source software licence terms, and Workhouse shall have no liability in respect of such open source software save to the extent caused by Workhouse’s negligence.
10.3 Workhouse does not warrant any third-party systems, platforms, products or software incorporated into or used in connection with the Digital Deliverables, and shall have no liability in respect of any defect, failure or incompatibility arising from such third-party components.
10.4 Where the SOW provides for the grant of a licence to use the Digital Deliverables, such licence may be subject to the payment of a licence fee and/or a hosting fee, as set out in the relevant SOW.
10.5 Where Workhouse hosts or operates Digital Deliverables on behalf of the Client, Workhouse shall use reasonable endeavours to ensure appropriate levels of uptime and latency, excluding any events outside of Workhouse’s reasonable control (including any third-party service failures, network issues or problems with the internet). Where applicable, Workhouse shall use reasonable endeavours to provide ongoing support for hosted Digital Deliverables, subject to the payment of any additional support fees as set out in the relevant SOW.
10.6 Where Digital Deliverables comprise software and Workhouse has not agreed in the relevant SOW to maintain or host such software, Workhouse warrants only that the software will perform materially in accordance with its specification for a period of 90 days from the date of delivery (“Warranty Period”). After expiry of the Warranty Period, Workhouse shall have no further liability in respect of any defects in such software.

11. CONFIDENTIALITY
11.1 Each party shall keep confidential all Confidential Information of the other party (and of their respective Affiliates) and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

	11.1.1	any information which was in the public domain at the date of the Contract;
	11.1.2	any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
	11.1.3	any information which is independently developed by either party without using information supplied by the other party or by any Affiliate of that other party; or
	11.1.4	any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract, except that the provisions of clauses 11.1.1 to 11.1.3 shall not apply to information to which clause 11.4 relates.

11.2 This clause shall remain in force in perpetuity.
11.3 The Client shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
11.4 To the extent any Confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with, and does not conflict with, any of the provisions of clause 12.

12. DATA PROTECTION
12.1 The parties acknowledge that in performing the Services, Workhouse may process personal data on behalf of the Client. Where Workhouse processes personal data on behalf of the Client, the Client shall be the controller, and Workhouse shall be the processor (as those terms are defined in the Data Protection Legislation). The relevant SOW shall set out the subject matter and duration of the processing, nature and purpose of such processing, types of personal data to be processed and categories of data subjects.
12.2 Where Workhouse processes personal data on behalf of the Client, Workhouse shall:

	12.2.1	process the personal data only on documented instructions from the Client (including as set out in the relevant SOW), unless required to do so by Applicable Law, in which case Workhouse shall notify the Client of that legal requirement before processing (unless the law prohibits such notification);
	12.2.2	ensure that all Workhouse Personnel who have access to the personal data are subject to binding obligations of confidentiality;
	12.2.3	implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of the processing;
	12.2.4	not engage any sub-processor without the Client’s prior written consent and, where consent is given, ensure that any sub-processor is subject to equivalent data protection obligations;
	12.2.5	taking into account the nature of the processing, assist the Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to requests from data subjects exercising their rights under the Data Protection Legislation; 
	12.2.6	assist the Client in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of the processing and information available to Workhouse;
	12.2.7	at the Client’s choice, delete or return all personal data to the Client after the end of the provision of the relevant Services, and delete existing copies, unless Applicable Law requires storage of such personal data; and
	12.2.8	make available to the Client all information necessary to demonstrate compliance with this clause 12 and allow for and contribute to audits, including inspections, conducted by the Client or auditor mandated by the Client.

12.3 Workhouse shall not transfer personal data processed on behalf of the Client outside the United Kingdom unless appropriate safeguards are in place in accordance with Data Protection Legislation.
12.4 Workhouse shall notify the Client without undue delay after becoming aware of a personal data breach affecting the personal data processed on behalf of the Client.
12.5 Where Workhouse provides or arranges hosting of any data or systems in connection with the Services, Workhouse may engage third-party providers to deliver such services. The terms and details of any such hosting arrangement (if applicable) shall be set out in the relevant SOW.
12.6 The Client warrants that it has, and shall maintain throughout the Term, a valid lawful basis under the Data Protection Legislation for the sharing of any personal data with Workhouse in connection with the Services.

13. FORCE MAJEURE
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from a Force Majeure Event. The party subject to the Force Majeure Event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure Event continues for a continuous period of more than 60 days, either party may terminate the Contract by written notice to the other party.

14. TERMINATION
14.1 The Contract shall commence on the date specified in the relevant SOW and shall continue for the Term, unless terminated earlier in accordance with the termination provisions of this Contract.
14.2 Either party may terminate the Contract at any time by giving notice in writing to the other party if:

	14.2.1	the other party commits a material breach of the Contract and such breach is not remediable;
	14.2.2	the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 30 days of receiving written notice of such breach;
	14.2.3	the other party has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the non-defaulting party has given notification that the payment is overdue; or
	14.2.4	any consent, licence or authorisation held by the other party is revoked or modified such that it is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

14.3 Either party may terminate the Contract at any time by giving notice in writing to the other party if that other party:

	14.3.1	stops carrying on all or a significant part of its business, or reasonably indicates in any way that it intends to do so;
	14.3.2	is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the terminating party reasonably believes that to be the case; 
	14.3.3	becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
	14.3.4	becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
	14.3.5	becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
	14.3.6	becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
	14.3.7	has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
	14.3.8	has a resolution passed for its winding up;
	14.3.9	has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
	14.3.10	suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
	14.3.11	is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
	14.3.12	has a freezing order made against it; or
	14.3.13	is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items.

14.4 Workhouse may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Client if the Client undergoes a change of Control.
14.5 Workhouse may terminate the Contract at any time by giving not less than 30 days’ written notice to the Client. In the event of such termination, the Client shall pay Workhouse for all Services performed and expenses incurred up to the date of termination.
14.6 If the Client becomes aware that any event has occurred, or circumstances exist, which may entitle Workhouse to terminate the Contract under this clause 14, it shall immediately notify Workhouse in writing.
14.7 Termination or expiry of the Contract shall not affect either party’s accrued rights and liabilities at any time up to the date of termination or expiry, nor any provisions of this Contract which are expressed or implied to survive such termination or expiry.

15. NOTICES
15.1 Any notice or other communication given by a party under these Conditions shall:

	15.1.1	be in writing and in English;
	15.1.2	be signed by, or on behalf of, the party giving it (except for notices sent by email); and
	15.1.3	be sent to the relevant party at the address set out in the Contract.

15.2 Notices may be given, and are deemed received:

	15.2.1	by hand: on receipt of a signature at the time of delivery;
	15.2.2	by post: at 9.00 am on the second Business Day after posting;
	15.2.3	by email: on receipt of a delivery email from the correct address.

15.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 15.1 and shall be effective:

	15.3.1	on the date specified in the notice as being the date of such change; or
	15.3.2	if no date is so specified, five Business Days after the notice is deemed to be received.

15.4 All references to time are to the local time at the place of deemed receipt.
15.5 This clause does not apply to notices given in legal proceedings or arbitration.

16. FURTHER ASSURANCE
The Client shall at the request of Workhouse, and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

17. ENTIRE AGREEMENT
17.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
17.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
17.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

18. VARIATION
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions, and is duly signed or executed by, or on behalf of, each party.

19. ASSIGNMENT
19.1 The Client may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Workhouse’s prior written consent, such consent not to be unreasonably withheld or delayed.
19.2 Notwithstanding clause 19.1, the Client may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives Workhouse prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Client acknowledges and agrees that any act or omission of its Affiliate in relation to the Client’s rights or obligations under the Contract shall be deemed to be an act or omission of the Client itself.

20. SET OFF
20.1 Workhouse shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Client under the Contract.
20.2 The Client shall pay all sums that it owes to Workhouse under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

21. NO PARTNERSHIP OR AGENCY
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

22. SEVERANCE
22.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
22.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

23. WAIVER
23.1 No failure, delay or omission by Workhouse in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
23.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Workhouse shall prevent any future exercise of it or the exercise of any other right, power or remedy by Workhouse.

24. THIRD PARTY RIGHTS
24.1 Except as expressly provided for in clause 24.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
24.2 Any Affiliate of Workhouse shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

25. DISPUTE RESOLUTION
25.1 If any dispute arises out of, or in connection with, the Contract, the parties shall first attempt to resolve it by discussion between their respective representatives responsible for the day-to-day management of the relevant SOW within 10 Business Days of written notice of the dispute.
25.2 If the dispute is not resolved under clause 25.1 within 10 Business Days, the dispute shall be escalated to the senior management of each party, who shall attempt in good faith to resolve the dispute within a further 10 Business Days.
25.3 Nothing in this clause 25 shall prevent either party from applying to the courts for injunctive or other interim relief at any time.

26. GOVERNING LAW
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

27. JURISDICTION
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

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THE WORKHOUSE ADVERTISING AND MARKETING LTD. TERMS AND CONDITIONS OF BUSINESS