COMMERCIAL TERMS AND CONDITIONS

THREEPIPE LIMITED

COMMERCIAL TERMS AND CONDITIONS

 

1. DEFINITIONS AND INTERPRETATION

1.1.  In this Agreement, unless the context otherwise requires:

“Agreement”: means these terms and conditions and the applicable Proposal;

“Client”: means the Client identified in the Proposal;

“Client Materials”: means the software, data, equipment, documentation owned by or licensed to Client by a third party and which are supplied to Threepipe under or relating to this Agreement;

“Fees & Expenses”: has the meaning set out in clause 3;

“Intellectual Property Rights”: means the following rights, or any analogous rights wherever in the world enforceable including all reversions, renewals and extensions: (a) any patents or patent applications; (b) any trade marks (whether or not registered) including any applications for registration of the same; (c) performer’s property rights, copyright, design rights (whether registered or unregistered), and rights in any database; (d) any goodwill in any trade or service name, trading style or get-up; and (e) any and all other intellectual or industrial property rights;

“Proposal”: means a proposal (including correspondence between the parties) issued by Threepipe and which incorporates these Terms;

“Products” means products supplied by Threepipe to the Client and may include, but shall not be limited to database information, computer software and documentation;

“Media Fees” means the costs and expenses payable to a media supplier for the supply of any of the Services set out in the Proposal;

“Media Supplier” any services provided by a media supplier to Threepipe in accordance with the Client’s instructions for the provision of the Services set out in the Proposal;

“Services”: means Services provided by Threepipe to the Client as agreed prior to the commencement of the Term or as specified in the Proposal;

“Term”: means the duration of the Services as specified in the Proposal;

“Threepipe”: means Threepipe Limited;

“Threepipe Materials”: means the software, data, equipment, documentation and any other materials owned by or licensed to Threepipe and supplied to Client under or in connection with this Agreement.

2. SERVICES

2.1.  Subject to the terms and conditions of this Agreement, Threepipe shall perform the Services. Client acknowledges that Threepipe shall only be obliged to supply the Services described in the Proposal. Threepipe’s Service Level Agreement (“SLA”) is attached as Schedule 1 to this Agreement

2.2.  Unless specifically agreed by Threepipe in writing on each and every occasion, any indications as to the time of completion of any part of the Services are estimates given for guidance purposes only.

2.3.  Client or its nominated agents or contractors shall provide Threepipe with the following materials by such dates agreed by the parties: In the case of SEO Services, Google Analytics and Google Webmaster Tools and such other reporting tools as the parties may agree from time to time.

2.4.  Where Client delegates its obligations in clause 2.3 to any of its nominated agents or contractors, Client shall remain responsible for the delivery of such materials by any dates agreed by the parties and in conformity with Threepipe’s specifications. If the materials do not conform to Threepipe’s technical specifications or do not arrive by any dates agreed by the parties then Threepipe, in its sole discretion, may: (a) reject such materials and refund any applicable amounts paid in advance; or (b) suspend the Services until such materials are received.

2.5.  Client acknowledges that save where Threepipe has been negligent, any advice given to Client by Threepipe in the provision of the Services is given without liability on the part of Threepipe to the fullest extent permissible in law. Without limiting the generality of the foregoing, in the event that Client’s adoption or rejection of Threepipe’s non-negligent advice results in a deterioration of the Services and/or the results of the Services then Client acknowledges that Threepipe shall not be liable under or in connection with this Agreement to the fullest extent permissible in law.

2.6.  If Client or its agents or contractors do not fulfil their obligations under this Agreement, then (without prejudice to Threepipe’s other rights and remedies) Threepipe will be relieved of its obligations to Client to the extent that Threepipe is prevented from performing the Services in accordance with this Agreement.

2.7.  The parties shall co-operate with each other in order to ensure that the other is at all times kept fully informed of any matter which may materially impact on the performance of the Services. Both parties shall at all times promptly respond to all requests for approvals and the Client shall ensure that any third parties contracted to it fully co-operate with Threepipe.

2.8.  Client acknowledges that the delivery, results and success of the Services is dependent upon third party service providers and platforms and third party equipment and networks not under Threepipe’s control and that the operation of and/or changes made to third party platforms and services by third parties not under the control of Threepipe such as Google may have a detrimental effect on the delivery, results and/or success of the Services. Accordingly, Threepipe does not assume liability for the acts or omissions of such third parties and nor does it guarantee that: (i) the Services will be uninterrupted, secure or error-free; or (ii) any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all; or (iii) the Services and/or the information obtained by Client through the Services will meet Client’s requirements.

3. FEES AND EXPENSES

3.1.  In consideration of the Services to be provided by Threepipe hereunder, Client shall pay to Threepipe the Fees and Expenses stated in the Proposal or as otherwise agreed in writing between the parties.

3.2.  If it is agreed that Threepipe shall provide Services that are outside the scope of the Services, or that the scope of an agreed Campaign shall be extended, Threepipe reserves the right to charge a further fee for any such additional work. Any such additional fee shall be subject to the Client’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.

3.3.  Threepipe shall charge an additional Fee, based on the above rates, for all annual planning, creative concept development and proposals that fall outside of the scope of the agreed Services, with the prior agreement of the Client.

4. OPERATING EXPENSES, PROGRAMME COSTS, MEDIA FEES, DIGITAL TRACKING FEES

In addition to Threepipe’s Fees set out in the Proposal, Threepipe will, subject to the Client’s prior written approval invoice the Client, after the initial agreed budget for:-

Operating Expenses:  including couriers, media monitoring, specialist subscriptions, travel, accommodation and subsistence [in accordance with the Client’s travel policy, if any] incurred specifically in the performance of the Services together with a handling charge.

Programme Costs:  including costs for goods and services bought from third party suppliers on behalf of the Client including photography, reproduction, artwork, design, printing, advertising, market research, exhibition and display materials, press distribution and major mailing, artist/celebrity fees, evaluation, venues, legal advice and other third party costs approved by the Client in advance together with a handling charge.

Handling charges for expenses and programme costs are dependent on the individual value of the goods or services being provided.

Media Fees: includes any media costs reasonably and properly incurred by the Agency on the behalf of the Client and as agreed, in writing, and from time to time. Client hereby agrees to pay all media fees directly to Media suppliers as directed by Threepipe, including, without limitation, payments to Google,

5. PAYMENT TERMS

5.1.  Subject to Paragraph 5.5 below, all invoices rendered by Threepipe shall be due and payable within 30 days of the invoice date

5.2.  All sums referred to in this Agreement shall be payable in full without deduction, withholding or set-off and are exclusive of VAT and any other duty or tax which shall (if and to the extent applicable) be payable by the Client.

5.3.  The Client acknowledges that Threepipe shall from time to time enter into agreements with a Supplier and that Threepipe shall use reasonable endeavours to seek credit insurance for the amount of financial liability owed to Threepipe.  In the event that the financial liability exceeds the maximum amount of credit insurance available, the Client shall pay to Threepipe in advance an amount equal to the difference between the financial liability and the maximum level of credit insurance available subject to prior agreement of the Client.

5.4.  The Client shall be liable to pay interest on any overdue amount at an annual rate of 4% above the prevailing base rate of Lloyds TSB Bank plc, which interest shall accrue on a daily basis from the date payment becomes due until the date that Threepipe has received payment of the overdue amount together with all accrued interest.

5.5.  Threepipe, and/or persons or companies acting on its behalf, or as agents, reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding monies and property from the Client.

5.6.  The cost to Threepipe of materials or services purchased overseas for the Services may be more or less than the cost anticipated at the date when the Consultancy ordered the relevant materials or services (or obtained the Client’s approval for such costs) as a result of fluctuations in the rate of currency exchange. If so, Threepipe may charge the Client at the rate of currency exchange in operation on the date Threepipe pays for the relevant materials or services, which shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times.

6. CHANGES 

6.1.  The Fees are based on information provided to Threepipe by Client at the time the Fees were estimated. In the event that any incorrect or incomplete information is given, Threepipe may increase or decrease the Fees (by written notice to Client setting out the reasons for such increase or decrease and subject to obtaining the Client’s prior written approval) in order to make such reasonable adjustment to the Fees as is reasonable to take account of such incorrect or incomplete information.

6.2.  If either party wishes to change the Services or any provision of this Agreement, it shall submit to the other party in writing details of the requested change.

6.3.  In the event that the Client requests such change, Threepipe shall have a reasonable time to consider such a request and its likely impact up to a maximum of 14 working days. Threepipe shall respond in writing to Client setting out the effect of the change on the Services, the Agreement, the Fees and Expenses, how such change could be carried out and the date for Client’s response (a “Change Assessment”). Client shall reject or accept a Change Assessment within the requested timeframe for Client’s response. If accepted and signed by the parties’ representatives, the terms of the Change Assessment shall be deemed to have amended this Agreement. If rejected this Agreement shall continue as before.

6.4.  During the continuation of the procedure outlined in clause 6.3, any obligations of Threepipe in respect of the Services which may be affected by the proposed change shall be suspended until completion of this procedure. Any previously agreed timescales for completion of the Services shall be extended by a corresponding period.

7. CONFIDENTIALITY

7.1.  Each party shall treat as confidential all information obtained from the other in the course of the relationship governed by this Agreement and shall not divulge such information to any person without the other party’s written consent provided that this clause 7 shall not extend to information which: (a) was rightfully in the possession of such party prior to the commencement of the negotiations leading to this Agreement; (b) is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause); or (c) is required to be disclosed by law.

7.2.  Notwithstanding this clause 7, Threepipe shall be entitled to refer to Client in client lists and for its own marketing and promotional purposes. Threepipe shall not, however, issue any statement or press release relating to Client or the Services without Client’s prior written approval not to be unreasonably withheld.

7.3.  Threepipe will ensure that its employees used to deliver the Services shall not work on any other accounts for clients where those clients compete with Client’s business.

7.4.  The obligations of the parties under this clause 7 shall survive the expiry or termination of this Agreement for whatever reason.

8. WARRANTIES & INDEMNITY

8.1.  Threepipe warrants that the Services shall be performed in a competent and professional manner and with reasonable skill and care in compliance with Client’s instructions and using properly qualified staff and in accordance with Threepipe’s SLA attached as Schedule 1

8.2.  Client warrants that the Client Materials are accurate and complete, that they comply with the technical specifications requested by Threepipe in the Proposal (if any) and that the use of the Client Materials in connection with the Services shall not infringe the Intellectual Property Rights of any third party and shall comply with all applicable laws and codes of practice.

8.3.  Subject to clause 8.4, each party agrees to defend, indemnify and hold the other party, its officers, directors and employees harmless from and against any third party claims, alleged claims, demands, losses, damages, liabilities, expenses (including legal costs), judgments, actions, causes of action, made or brought against or incurred by the other party in connection with or related to the breach of any of the warranties given by it in this Agreement.

8.4.  The party providing indemnification will only do so to the extent that: (a) the indemnified party provides prompt written notice of any claims or actions for which it claims indemnification; (b) the indemnified party provides the party providing indemnification with reasonable assistance and cooperation in the defence of such claim or action; and (c) the party providing indemnification will have sole control over the defence and settlement of any such claim or action.

9. LIABILITY

9.1.  Subject to clause 9.2, neither party shall be liable under or in connection with this Agreement for any loss of actual or anticipated income or profits, loss of contracts, loss of goodwill, loss of any benefit or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

9.2.  Subject to clause 9.2 either Party’s total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Fees paid or payable by Client in the 12 months’ period preceding the date that the claim first arose. Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its own negligence or any other liability to the extent that the same may not be excluded or limited as a matter of law.

9.3.  Each Party acknowledges that it shall not be entitled to bring a claim against the other more than 12 months after the date such Party first became aware or should have been aware of the cause of action giving rise to the claim.

9.4.  Save as specifically stated in this Agreement, Threepipe shall not be bound by any conditions, warranties, representations or other terms concerning the performance of the Services which might otherwise be implied into or incorporated into this Agreement, whether by statute, common law or otherwise, all of which are hereby excluded to the fullest extent permissible by law.

10. TERM & TERMINATION

10.1. This Agreement shall have effect on and from the date specified in the Proposal.

10.2. Either party may terminate this Agreement immediately upon written notice to the other: (a) in the event of any breach of this Agreement by the other party which breach is not remediable or, if remediable, is not remedied within thirty (30) days after the service by the party not in default of a written notice on the other party, specifying the nature of the breach and requiring that the same be remedied; or (b) the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt.

10.3. The termination of this Agreement shall be without prejudice to the accrued rights of either party in respect of any prior breach of this Agreement, including (without limitation) the liability of the Client to Threepipe for all Fees, Operating Expenses and Programme Costs due in respect of Services performed up to the effective date of termination.

10.4. When this Agreement terminates each party shall return to the other (or destroy on written request by the other party) all materials including the type described in clause 5 above which belongs to the other.

10.5. If any Digital Tracking Service is provided by the Agency to the Client during the Term and is not removed from the Client’s site prior to the expiration of the Term, the Client shall continue to be responsible for the payment to the Agency of all charges and expenses due and until such time that the Client removes all such Digital Tracking code from their site.

11. CONSEQUENCES OF TERMINATION

 Upon termination of this Agreement for any reason: (a) each party shall immediately deliver to, or dispose of as directed by, the other party any and all materials and property belonging or relating to the other party, including all Confidential Information then in its possession, custody or control; (b) Client shall pay all Fees & Expenses due up to and including the effective date of termination together with all costs incurred by Threepipe which it is committed to pay arising from such termination; and (c) provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. Threepipe acknowledges that ownership of (including ownership of all Intellectual Property Rights in) any Client Materials shall remain vested in Client or Client’s licensors. Client hereby grants to Threepipe a world-wide, non-exclusive, royalty-free licence during the term of this Agreement to use, reproduce, distribute, modify, alter and integrate the Client Materials with other works in connection with the provision of the Services. Without limiting the foregoing Client acknowledges that Threepipe may, subject to the Client’s prior written approval, upload, distribute and place Client Materials across all online media including but not limited to branded websites and blogs, search engines, and similar applications on social networking platforms such as, but not limited to, Facebook, Twitter, mobile apps and devices.

12.2. Threepipe shall retain ownership of all Intellectual Property Rights in the Threepipe Materials. Threepipe hereby grants to Client a world-wide, non-exclusive, royalty-free licence to use the Threepipe Materials during the term of this Agreement for the purposes of receiving the Services.

13. DATA PROTECTION

Both parties shall comply with the applicable requirements of data protection legislation at all times during the term of this Agreement.

Without prejudice to the foregoing:

(a) Threepipe shall comply at all times with the Threepipe Data Processing provisions set out in Clause 14 below.

(b) The Client shall ensure that it has all necessary consents and notices in place to enable lawful transfer of personal data to Threepipe for the duration and purposes of the Services.

14. DATA PROCESSING

The definitions set out the main body of this Agreement shall apply to this Clause 14.  In addition, the following definitions shall also apply:

Data Breach: means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed;

Data Controller: means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by Union or Member State law, the Data Controller or the specific criteria for its nomination may be provided for by Union or Member State law;

Data Processor: means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller;

Data Protection Laws: Data Protection Laws: means the Data Protection Act 2018 (DPA 2018); the General Data Protection Regulation EU 2016/679 (GDPR); the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (PECR) and any national laws or regulations which implement, amend, extend, re-enact or consolidate the DPA 2018, the GDPR and/or PECR or constitute a replacement or successor data protection regime to that governed by the DPA 2018, GDPR and/or PECR;

Data Subject: means an identified or identifiable natural person about whom Personal Data is processed; an identifiable natural person is one who can be identified, directly or indirectly,by reference to the Personal Data;

Personal Data: means information relating to a Data Subject such as a name, an identification number, location data, online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person, including opinions about a Data Subject;

Processing: means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

Protected Data means Personal Data received from or on behalf of the Client in connection with the performance of Threepipe’s obligations under this Agreement; and

Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by Threepipe for carrying out any processing activities on behalf of the Client in respect of the Protected Data.

Compliance with Data Protection Laws

  • The parties agree that the Client is the Controller and Threepipe is a Processor for the purposes of processing Protected Data pursuant to this Agreement.
  • The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to Threepipe in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.
  • Threepipe shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.
  • The Client shall indemnify and keep indemnified Threepipe against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Client of its obligations under this clause 13.

Instructions

  • Threepipe shall:
    • only process (and shall ensure its employees, agents and sub-contractor only process) the Protected Data in accordance with this Clause 14 (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
    • notiwthstanding paragraph 5.1, if Threepipe believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws it shall promptly inform the Client and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

Security

  • In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Threepipe shall implement appropriate technical and organisational security measures appropriate to the risk

Sub-processing and personnel

  • Subject to cause 9 Threepipe shall not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Client.
  • Threepipe may appoint a Sub-processor to process the Protected Data, subject to the following:
    • prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, Threepipe shall enter a written contract with the Sub-processor that is enforceable by Threepipe containing materially the same obligations as under this Schedule and ensure each such Sub-Processor complies with all such obligations;
    • Threepipe shall remain fully liable to the Client under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
    • Threepipe shall ensure that all persons authorised by Threepipe or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

Assistance

  • Threepipe shall (at the Client’s cost):
    • assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Threepipe; and
    • taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

International transfers

  • Subject to paragraph 11, Threepipe shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data to countries outside the European Economic Area (EEA) or to any international organisation without the prior written consent of the Client.
  • Threepipe may transfer the Protected Data to such of its internal service providers (including IT service providers) as may be necessary in the normal course of Threepipe’s business, provided that Threepipe shall: and the following conditions are fulfilled:
    • the recipient of the Personal Data meets the requirements of a permitted Sub-processor in accordance with this Schedule;
    • Threepipe has provided appropriate safeguards in relation to the transferrin accordance with Data Protection Laws and has notified the Client of these safeguards.

Audits and processing

  • Threepipe shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate Threepipe’s compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose at reasonable times and on reasonable notice subject to a maximum of one audit request in any 12 month period.

Breach

  • Threepipe shall notify the Client without undue delay on becoming aware of any Data Breach in respect of any Protected Data.

Deletion/return

  • On the end of the provision of the Services relating to the processing of Protected Data, at the Client’s cost and the Client’s option, Threepipe shall either return all of the Protected Data to the Client or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Threepipe to store such Protected Data. This paragraph shall survive termination or expiry of this Agreement.

15. FORCE MAJEURE

Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any act, event, non-happening, omission or accident beyond its reasonable control (a “Force Majeure Event”). If any Force Majeure Event continues for a period of or exceeding thirty (30) days, the non-affected party shall have the right to terminate this Agreement forthwith on written notice to the affected party.

16. NOTICES

All notices required to be given under this Agreement shall be in writing and shall be deemed to have been given: (a) on the date actually delivered, if delivered, by hand; or (b) three (3) days after deposit in the mail, postage prepaid, return receipt requested, in each case sent to the person and address specified in the Proposal.

17. SUB-CONTRACTING

  • Threepipe may, subject to the Client’s prior written approval, appoint sub-contractors to perform any of the Services. Threepipe acknowledges that such sub-contracting shall not release it from any of its contractual obligations under this Agreement and Threepipe shall remain fully responsible for the performance of such Services. Threepipe shall use its reasonable endeavours to obtain Client’s approval for the use of any bloggers to perform any of the Services
  • Threepipe shall use reasonable care and skill in the selection and appointment of suppliers and the agreement of the terms and conditions of such appointment. Should the Client request, Threepipe will obtain more than one quote for a particular supplier and discuss these with the Client before placing an order.
  • Threepipe shall obtain the Client’s consent before commissioning services from any company in which Threepipe has a financial interest, such consent not to be unreasonably withheld or delayed.

18. PERSONNEL

18.1. The Client shall advise Threepipe of all rules and regulations relating to the conduct of the Client’s employees and specific regulations or practices that Threepipe’s personnel should comply with. Threepipe’s personnel shall endeavour to comply with such rules and regulations whenever they are on the Client’s premises, but at all times the conditions of employment of Threepipe shall apply to such personnel.

18.2. The Client shall take all reasonable precautions to ensure the health and safety of the Threepipe’s personnel while they are on the Client’s premises.

18.3. If either party induces an employee of the other to enter its service at any time during the Term of this Agreement, or up to 12 months after termination, that party will pay to the other party an amount being equivalent to twice the employee’s gross annual salary at the time of leaving.

19. GENERAL

19.1. Any waiver, amendment or modification of any of the provisions of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing. No failure or delay by either party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof.

19.2. This Agreement constitutes the entire agreement and understanding between the parties with respect to their subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to this Agreement, except as set out herein. Neither party shall have any remedy in respect of any negligent or untrue statement made to it upon which it has relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.

19.3. To the extent that there is a conflict between the terms and conditions of any Proposal or any other document (including any terms and conditions contained, or referred to, in Client’s purchase order, confirmation of order and/or acceptance of a pitch or quotation) and these terms and conditions, these terms and conditions shall govern unless otherwise specifically indicated to the contrary in a Proposal.

19.4. No person who is not a party to this Agreement shall acquire any rights under it or be entitled to enforce any of its terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19.5. The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them arising under or in connection with this Agreement.

Schedule 1

Service Level Agreement (SLA)

 

Category Task Detail Normal SLA (Delivery period in working days) SLA Notes
Strategy, Forecasting and Planning Annual BAU Forecasting Work associated with the preparation of annual forecasts including historical data analysis, scenario planning, budgeting and target creation 15 Minimum turnaround time needed to create annual forecasts for all BAU activity
Quarterly BAU Forecasting Quarterly re-iterations of annual forecasts based on more accurate and recent performance projections 10 Minimum turnaround time needed to create Quarterly forecasts for all BAU activity
Quarterly digital strategy development Quarterly brainstorm sessions around longer term digital strategy, incorporating market and consumer insights, developments for digital, technology, mobile etc. This includes development of quarterly roadmaps and development plans. Includes planning time as well as meeting / workshop sessions with the team. 15 Minimum turnaround time needed to create Quarterly strategy document. Includes any PCA strategy documents. Just the development of the quarterly strategic roadmap after the strategy session needs a 3 day turnaround time
New campaign forecasts, and BAU reforecasts All time spent including receiving the brief for ad hoc or tactical campaigns, checking understanding of that brief, planning budget allocation, scenarios and forecasting, presenting forecasts, amends, and approving forecasts. 5 Minimum turnaround time needed to create tactical campaign forecasts or re-forecast BAU activity
Media Planning Producing media rationale and schedules for campaigns.  Level of depth and complexity dictates the required time post brief.  15 days for integrated and bespoke planning. 10 days for rich media and partnerships. 5 days for basic planning. 15 — 10 — 5 Faster turn-around may be possible dependent on capacity but this will impact quality and accuracy. These timings are based on days following the day of the brief.
Category Task Detail Normal SLA (Delivery period in working days) SLA Notes
Campaign management Fresh Account / Campaign Set Up Everything after the media plan or forecast has been approved, assets received, and tags implemented including: account & campaign set up in the ad server, analytics, reporting, QA of all implementation, any back and forth with client for approval etc. 10 Minimum turnaround time to get through approval in multiple platforms. This also allows for campaign builds, strategy selection, structure and QA. This requires all assets to have been approved and correct tag implementation.
Campaign implementation – Display Once assets have been received and approved, as well as campaign goal, strategy and targeting agreed this covers build and standard creative QA process 5 Minimum turnaround time needed for the implemented of any standard media or partnership campaign or campaign element. Emergency turnaround times can only be used in business critical situations (Flashtalking has a 48-hour QA approval process for standard display creative)
Campaign implementation – PPC Once assets have been received and approved, as well as campaign goal, strategy and targeting agreed (this covers) build and standard creative QA process 5 Minimum turnaround time needed for the implementation of any standard PPC campaign or campaign element. Emergency turnaround times can only be used in business critical situations
Campaign implementation – Social Once assets have been received and approved, as well as campaign goal, strategy and targeting agreed (this covers build and standard creative QA process) 5 Minimum turnaround time needed for the implementation of any standard Social campaign or campaign element. Emergency turnaround times can only be used in business-critical situations
Creative – Feed Based If the feed provided meets minimum standard and Threepipe host the platform feed as a final step, then this includes resolution of formatting and basic issues (5 days). For display to produce creatives as well as formatting the feed (10 days) 10 — 5 Minimum turnaround time needed for the implementation and QA of any fee-based campaign or creative. Emergency turnaround times can only be used in business-critical situations i.e. inclusion of products which are out of stock
Creative changes & management Once assets have been approved, time spent coordinating, and optimising creative and liaising with the client if platform approval is needed. Also includes site link development and optimisation and dealing with any disapprovals with publishers. 3 Minimum turnaround time needed for the implementation of any standard creative change. Emergency turnaround times can only be used in business critical situations, i.e. wrong offer in creative (Flashtalking has an 48 hour QA approval process for standard display creative)

 

 

Category Task Detail Normal SLA (Delivery period in working days) SLA Notes
Meetings Quarterly reporting In depth campaign analysis and insight tailored to the most useful information at the time of production 10 Client quarterly meetings should take place on a specific date and time. Any change in date will be subject to these turnaround times. This needs to be taken into consideration if meetings are brought forward
Other ad hoc reports / meetings Time allocated to pulling and delivering ad hoc reports and analysis including Google trends, account data etc. 15 days for integrated and bespoke strategy, 10 days for quarterly / in-depth analysis. 5 days for basic analysis. 15 — 10 — 5 Minimum turnaround times required to deliver ad hoc report / meeting requests both externally and internally. Emergency turnaround times should only be used where business critical information is required
Advanced reporting (attribution) Data management, reporting, and analysis to deliver monthly analysis and insight into the path to conversion 10 Minimum turnaround times required to deliver advanced reporting requests both externally and internally.

 

 

Emergency SLA as referenced above will ensure that if request has come in before 12 noon then will attempt to be completed by EOP that day. However, if after 12 noon, Threepipe cannot guarantee that it will happen the same day. No more than 10% of requests should be in this format to allow for standard work flow.