1.   Status of these Terms of Business

a.   These Terms of Business will prevail, unless specifically accepted by an authorised representative of The 7th Chamber in writing, over any inconsistent terms or conditions contained in the Purchase Order, your purchase order, quotation, confirmation of order, specification, invoice, or implied by law, trade custom, practice or course of dealing.

b.   Defined terms set out in the Purchase Order will have the same meaning in these Terms of Business.


2.   The Services

a.   The Supplier will provide the services as set out in the Purchase Order, including by: providing the Products; (ii) by achieving the Deliverables; and (iii) providing the Creative Collateral, (the “Services”).

b.   The Supplier will deliver the Services in accordance with:

i.    the terms of this Agreement;

ii.    the Campaign Flight Dates set out in the Purchase Order;

iii.    any Targeting set out in in the Purchase Order;

iv.    good industry practice, using all due skill, care and diligence;

v.    applicable statutory provisions and regulations, and any relevant legislation or codes including but not limited to the British Code of Advertising, Sales Promotion and Direct Marketing

vi.    any brand guidelines or marketing policies provided to the Supplier in relation to the Services; and,

vii.    the reasonable written instructions of The 7th Chamber from time to time.

c.   Any changes to Campaign Flight Dates must be agreed in advance in writing by The 7th Chamber.

d.   The Supplier will allocate sufficient personnel with suitable experience, seniority and qualifications to perform the Services.

e.   The Supplier will co-operate efficiently and in good faith with the Client, and any third parties as The 7th Chamber may from time to time nominate for the purposes of performing the Services.

f.    All changes to a campaign, are subject to The 7th Chamber's approval in writing, such approval not to be unreasonably withheld or delayed.

g.   The Creative Collateral will be materially the same as that described in prior correspondence or by comparison to any samples provided to The 7th Chamber. If upon receipt, The 7th Chamber considers (in its sole opinion) the collateral does not match the previous description or sample, The 7th Chamber may withhold payment of amounts payable for such collateral until it is satisfied.

h.   The Supplier shall not do anything, nor permit anything to be done by its personnel, Affiliates or subcontractors, or their personnel, affiliates and subcontractors, which is detrimental to:

i.    The 7th Chamber and/ or the Client's rights in or to the Client Collateral, or any materials provided to the Supplier in respect of the Services; or

ii.    the reputation, image, value or goodwill of The 7th Chamber, and the Client, and their Affiliates, including the brands and trademarks connected with the campaign.

i.    The Supplier will ensure that, while this Agreement is in force, it holds all permits, licences and authorisations necessary to supply the Services and to enable it to comply with its other obligations under this Agreement.

j.    The Supplier confirms that the Client Collateral set out in the Purchase Order, is the only information, material or support which is necessary for the Supplier to fulfil the Services and to achieve the Campaign Flight Dates.


3.   Payment

a.   The 7th Chamber will pay the Agreed Fees as set out in the Insertion Order. No other amounts will be payable unless agreed by the parties in writing.

b.   If payment is not received by the due date for payment, then following written notice to pay the outstanding amount, the Supplier may charge, and The 7th Chamber will pay, interest on all overdue amounts at the rate of 3% per annum above Barclays Bank PLC’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

c.   All amounts are exclusive of value added tax (or equivalent tax or duty), which will be payable in addition (if applicable).


4.   Supplier Responsibilities

a.   The Supplier warrants, for itself and for any of its third party subcontractors or Affiliates, that any Creative Collateral, or other material provided to The 7th Chamber for the purposes of providing the Services:

i.    does not breach any applicable legal requirements (including, without limitation, 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, and rules applicable to any channels (for example, social media channels) used in connection with the Services;

 ii.    does not infringe any intellectual property rights or proprietary rights of any third party; and,

iii.    will not be defamatory, libellous, obscene or otherwise offensive,each, in any jurisdiction in which such material may be published or accessed;

iv.  will include sponsored content attribution per the supplier's region standards body (for example, Committees of Advertising Practice for the UK and Federal Trade Commission for the USA) so viewers are aware before engaging in video content and can clearly view appropriate labelling on posts and editorial content.

b.   The Supplier will indemnify The 7th Chamber, its subcontractors, its Affiliates (as defined in the NDA) and their subcontractors (together the “Indemnified Parties”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Parties (“Losses”) arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Indemnified Parties by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach by the Supplier, or its third party subcontractors or Affiliates, of clause 4.a.

c.   If either party becomes aware that there is risk that any Creative Collateral or Deliverable is not in compliance with clause 4.a, each shall promptly notify the other, and, the relevant party will make any modifications which may be necessary to remedy that defect in the relevant materials. Any modifications shall be at the Supplier's cost.

d. The Supplier warrants that for a period of 24 months following the delivery of the Campaign they will not contract with directly, or via a third party, the client.


5.   Intellectual Property

Each party reserves all rights in its information or materials provided to the other in respect of this Agreement. The disclosure of information or materials by one party does not give the other party or any other person any licence or other right in respect of any such information or materials beyond the rights expressly set out in this Agreement, including without limitation the Purchase Order.


6.   Confidentiality

Subject to the terms of any Non-disclosure Agreement agreed between the parties in relation to the Services, which will take precedence over this clause, the following will apply:

a.   Each party undertakes, in relation to any information received from the disclosing party (whether before or during the term of this Agreement), except as may be permitted under clause 6.e, 9.b, or permitted by the disclosing party in writing: (i) to keep it confidential; (ii) only to use it for the purposes of the Services, and only in accordance with the terms of this Agreement; (iii) not publish or disclose it to any third party; and, (iv) not copy, reduce to writing or otherwise record the information except as strictly necessary for the purposes of the Services. Any such copies, reductions to writing and records shall be the property of the disclosing party.  In each case.

b.   In this Agreement, “Representatives” means, in relation to the relevant party: (i) its officers and employees and those of its Affiliates; (ii) its professional advisers or consultants who are engaged to advise that party in connection with the Services; (iii) its contractors and sub-contractors engaged by that party in connection with the Services; and (iv) any other person to whom the other party agrees in writing that information may be disclosed in connection with the Purpose.

c.   The receiving party will restrict disclosure of the confidential information to such of its Representatives as have a legitimate need to know or see the same for the purposes of the Services. The receiving party will ensure that such Representatives to whom disclosure is made are subject to equivalent obligations of confidentiality as bind the receiving party.

d.   The receiving party shall apply security measures no less stringent than the measures which it would apply to protect its own like information (but in any event no less than a reasonable degree of care) to prevent loss of, or unauthorised disclosure, access, or use of the confidential information.

e.   The obligations of confidentiality in this Agreement shall not apply to any information which: (i) is generally available to the public other than as a direct or indirect result of the information being disclosed in breach of this Agreement; (ii) was available to the receiving party on a non-confidential basis prior to disclosure; (iii) was, is, or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not under any confidentiality obligation in respect of that information; (iv) was lawfully in the possession of the receiving party before the information was disclosed; (v) is developed by or for the receiving party independently of the information disclosed; or (vii) is disclosed by the receiving party in compliance with the legal requirements of a competent legal or other regulatory authority, provided the disclosing party has been notified by the receiving party of the intended disclosure prior to taking place; or,

(viii) the parties agree in writing that the information is not confidential.


7.   Data Protection and Cookies

a.   If The 7th Chamber provides any personal data to the Supplier, the Supplier will be the data processor.  The Supplier will:

i.    only process such personal data in accordance with the instructions of The 7th Chamber and at all times in accordance with the Data Protection Act 1998 (or any similar or equivalent legislation applicable in the Territory);

ii.    not otherwise modify, amend or alter the contents of such personal data or disclose or permit the disclosure of any of such personal data to any third party unless specifically authorised in writing by The 7th Chamber;

iii.    take appropriate technical and organisational measures against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to, such personal data; and,

iv.    provide reasonable evidence of the Supplier’s compliance with its obligations under this clause 7 to The 7th Chamber on reasonable notice and request.

b.   If the Supplier provides any personal data to The 7th Chamber, the Supplier warrants that it has all relevant consents to provide such personal data to The 7th Chamber, and if relevant to the Client, and to each third party engaged in respect of the campaign, as necessary for the campaign.

c.   If the Supplier receives any subject access request, complaint, notice or communication that relates directly or indirectly to the processing of any such personal data or to either party's compliance with the Data Protection Act 1998, it shall as soon as reasonable practical notify The 7th Chamber and provide The 7th Chamber with full co-operation and assis tance in relation to that complaint, notice or communication.

d.   At The 7th Chamber’s request, the Supplier shall provide a copy of all such personal data held by the Supplier or its subcontractors or Affiliates, in the format and on the media reasonably specified by The 7th Chamber.

e.   The Agency shall not transfer any such personal data outside the European Economic Area without the prior written consent of The 7th Chamber.

f.    The terms “personal data”, “data controller”, “data processor” and “process” in this clause will have the meanings provided in the Data Protection Act 1998 (as amended, superseded or replaced from time to time).

g.   The 7th Chamber will inform the Client of any Cookie it or any of its related third parties, places, or intends to place, on an end user’s equipment. This information will include the name of the Cookie and its purpose. The Supplier will periodically audit the Cookies it, and its related third parties, places and use reasonable efforts to procure the removal of any Cookie that is no longer required in provision of the Services. For the purposes of this clause, Cookie means a file downloaded on to a user’s equipment for the purposes of recognising a user’s equipment and/or similar technologies for storing information on a user’s equipment, including but not limited to, flash cookies, web beacons or bugs.


8.   Cancellation and Termination

a.   The 7th Chamber may terminate at any time, for its own convenience, all or part of the Agreement by providing written notice.  In the event of such termination the Supplier may charge The 7th Chamber the percentage of the Agreed Fees reasonably attributable to the Services that have been delivered and completed at the time of termination.  The Supplier shall provide all reasonable evidence requested by The 7th Chamber to support such percentage.

b.   Without prejudice to any rights that the parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

i.    the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

ii.    the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

iii.    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) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or

iv.    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

c.   Any provision of this Agreement, including the Non-disclosure Agreement, which expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

d.   On termination of this Agreement for any reason:

i.    The Supplier shall immediately cease provision of any services; and,

ii.    If requested in writing, each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party.


9.   General

a.   In this Agreement, “Affiliate” means in respect of the relevant party, any company or other body corporate which is a Subsidiary or Holding Company of that party from time to time, or a Subsidiary of that Holding Company from time to time.  Holding Company and Subsidiary Company have the meanings attributed to them in Sections 1159 of the Companies Act 2006 (as amended or replaced from time to time).

b.   The 7th Chamber and its Client, may refer to the Supplier, including by linking to or sharing the Supplier’s post or content produced in respect of this Agreement.  The Supplier may only use details of the campaign in any marketing or promotional material, including reference to the Client, and the subject of the campaign, upon written approval of The 7th Chamber.

c.   Neither party will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except in respect of the Client’s obligations to pay any amount) if such delay or failure result from events, circumstances or causes beyond its reasonable control.

d.   The Supplier may only subcontract, transfer or assign any part of this Agreement with written consent of The 7th Chamber.  If the Supplier does subcontract, transfer or assign any part of this Agreement, it shall remain responsible for the proper performance of this Agreement.

e.   These Terms of Business, the Key Terms, the Purchase Order, and the Non-disclosure Agreement (if any), constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

f.    Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

g.   Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

h.   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, except the Indemnified Parties may enforce the terms of clause 4.b, and the Client may enforce terms which specifically provide rights for the Client. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.  The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

i.    The parties may provide notices required pursuant to this Agreement by email (to such address as notified by one party to the other from time to time), except where such notices relate to court or other legal proceedings.

j.    This Agreement will be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.