Updated as of 22.19.25. For previous Click Here
Background
(A) The Client wishes to purchase and Simpson Mahoney Parrock Limited (t/a Melody) wishes to provide a range of services and deliverables as further described on the Agreement for the Provision of Services or Statement of Work (provided to Client via email).
(B) The parties agree that such services and deliverables shall be supplied in accordance with these Terms.
It is agreed as follows
1. Definitions
Agreement: The Agreement for the Provision of Services or Statement of Work agreed between the parties.
Campaign: the project agreed between the parties as described in the Agreement for the Provision of Services or Statement of Work.
Client: the individual or entity entering into this Agreement for the purpose of receiving Services provided by Simpson Mahoney Parrock Limited (t/a Melody).
Client Materials: any data, client equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos, branding elements, digital assets, confidential information, and any other materials or information owned by or licensed to the Client which are provided to Simpson Mahoney Parrock Limited (t/a Melody) and/or its Associates by or on behalf of the Client.
Client Obligations: those obligations (if any) set out in the Agreement which must be performed by the Client in order for Simpson Mahoney Parrock Limited (t/a Melody) to be able to perform the Deliverables and/or services.
Deliverables: the materials which are to be provided by Simpson Mahoney Parrock Limited (t/a Melody) as specified in the Agreement which are included in the Campaign, including Third-Party Materials and Simpson Mahoney Parrock Limited (t/a Melody) Proprietary Materials where applicable.
Force Majeure Event: any act, event, non-happening, omission or accident beyond a party’s reasonable control, occurring in any jurisdiction where the company or client operates, including but not limited to: strikes; lock-outs or other industrial action; civil commotion; riot; invasion, war (whether declared or not) or threat of or preparation for war, or terrorist acts; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, public health measures, or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or any other means of public or private transport; failure of public or private utilities, telecommunications, or internet services; cyberattacks, data breaches, or IT infrastructure failures; supply chain disruptions or shortages; compliance with any law, governmental order, rule, regulation, sanction, embargo, or environmental restriction; or failure of third-party vendors or subcontractors.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, typography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Losses: losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses), subject to clause 18.
Materials: any artwork, copy, models, designs, photographs, commercials, feature films, characters, music, voice overs, sound recordings, performances, books, paintings, logos, branding elements (including taglines, slogans, and brand guidelines), digital content (including website content, social media posts, videos, and animations), marketing campaign assets (including promotional materials, pitch decks, and advertising scripts), client data (including audience insights and analytics), proprietary or licensed software, social media assets (including influencer or user-generated content), motion graphics, augmented or virtual reality content, event or experiential marketing materials or any other material protected by Intellectual Property Rights, in any jurisdiction where the agency or client operates.
Moral Rights: all rights described in Part I, Chapter IV of the Copyright Designs and Patents Act 1988 and any similar rights of authors anywhere in the world.
Simpson Mahoney Parrock Limited (t/a Melody) Proprietary Materials: software (including all programming code in object and source code form), methodology, know-how and processes and Materials in relation to which the Intellectual Property Rights are owned by (or licensed to) Simpson Mahoney Parrock Limited (t/a Melody) and which are: (i) in existence prior to the date on which it is intended to use them for a Campaign; or (ii) created by or for Simpson Mahoney Parrock Limited (t/a Melody) outside of a Campaign and which are intended to be reused across its business. business.
Services: the Services to be supplied by Simpson Mahoney Parrock Limited (t/a Melody) under this Agreement as set out in the relevant Statement of Work.
Statement of Work: one or more documents describing Services and/or Deliverables as set out in the Schedules or otherwise agreed and signed by the parties from time to time.
Term: the period commencing on the Effective Date and ending on the effective date of termination of this Agreement in accordance with clause 17.
Third Party Materials: those Materials which are either commissioned by Simpson Mahoney Parrock Limited (t/a Melody) from third-parties during the Term and incorporated into the Deliverables, or which have been created by a third-party and which are in existence at the time it is desired to make use of them for inclusion in the Deliverables, but which excludes software which is owned or licensed by a third-party.
2. Application of the Agreement
2.1 Where an Agreement for the Provision of Services is entered into between the parties, the terms of that Agreement shall take precedence over these Terms and Conditions of Business in respect of any conflicting terms relating to fees, payment terms, the duration or termination of the engagement, and any specific service-related obligations or deliverables, or any Purchase Order or confirmation of order produced by the Client. y purchase order or confirmation of order produced by the Client.
3. Appointment and Statements of Work
3.1 During the Term, Simpson Mahoney Parrock Limited (t/a Melody) shall perform the Services and (where relevant) shall supply the Deliverables to the Client in the Territory in accordance with the Agreement.
3.2 The parties may agree new Services or Deliverables from time to time by agreeing a new Statement of Work in writing. Once a Statement of Work has the signature of both parties, such Statement of Work shall automatically form part of this Agreement.
4. Term
4.1 This Agreement shall commence on the Effective Date and shall continue for the duration of the Term as set out in the Agreement until terminated in accordance with clause 17. Any notice of termination must comply with the notice period set out in the Agreement, including any requirement that such notice shall not expire prior to the end of the fixed term
4.2 Each Campaign shall commence on the applicable Effective Date detailed in the Agreement and shall continue for the Term, subject to earlier termination in accordance with the terms of clause 17. Any notice of termination must comply with the notice period set out in the Agreement, including any requirement that such notice shall not expire prior to the end of the fixed term.
5. Fees
5.1 The Fees specified and all other sums payable to Simpson Mahoney Parrock Limited (t/a Melody) are exclusive of Value Added Tax and any other applicable sales tax (unless otherwise stated) which shall also be payable by the Client at the rate prevailing from time to time.
5.2 The Fees specified do not include travel, hotel or subsistence expenses. These shall be charged by Simpson Mahoney Parrock Limited (t/a Melody) to Client at cost and payable by the Client without undue delay. Simpson Mahoney Parrock Limited (t/a Melody) shall use reasonable endeavours to pre-agree such costs with the Client.
5.3 Simpson Mahoney Parrock Limited (t/a Melody) reserves the right to revise the fee rates if a change to the Service and/or Deliverables is agreed pursuant to clause 9.1. Any such change will be notified to the Client for approval and if the Client does not agree to the revised fee then Simpson Mahoney Parrock Limited (t/a Melody) is under no obligation to deliver the revised Services and/or Deliverables.
6. Third Party Costs
6.1 Simpson Mahoney Parrock Limited (t/a Melody) shall notify the Client in writing (via email or other agreed communication method) of any third-party costs required to be paid upfront to enable the performance of services under this Agreement. The Client shall pay such costs in full, without undue delay, within specified payment terms and a valid invoice. The delivery of Services may be dependent on the timely payment of these costs, and any delay or failure by the Client to pay such costs may result in a corresponding delay, suspension, or non-performance of the Services by Simpson Mahoney Parrock Limited (t/a Melody). without liability to Simpson Mahoney Parrock Limited (t/a Melody).
7. Payment
7.1 Simpson Mahoney Parrock Limited (t/a Melody) shall submit an invoice in respect of the Fees and any other amounts owed and unless otherwise set out in a signed Agreement for the Provision of Services, payment terms shall be thirty (30) days from the date on the invoice.
7.2 If the Client fails to pay any sum due under this Agreement, Simpson Mahoney Parrock Limited (t/a Melody) shall be entitled to: (i) charge interest from the day after the due date of the applicable invoice until the date payment is made at the rate of eight (8) per cent per annum over the base rate from time to time in force of NatWest PLC accruing daily; and (ii) without prejudice to any other remedy, suspend any Campaign in whole or part until Simpson Mahoney Parrock Limited (t/a Melody) receives payment in full.
8. Non-Solicitation
8.1 The Client agrees that during the duration of the Campaign and for twelve (12) months thereafter it shall not employ or engage whether directly or indirectly on any other basis or offer such employment or engagement to any person employed or engaged by Simpson Mahoney Parrock Limited (t/a Melody) who has been associated with the ssociated with the Campaign without the prior written agreement of Simpson Mahoney Parrock Limited (t/a Melody).
8.2 If the Client breaches clause 8.1, the Client shall be liable to pay to Simpson Mahoney Parrock Limited (t/a Melody) liquidated damages in an amount equal to the person’s emoluments per annum at the time of leaving the employment of Simpson Mahoney Parrock Limited (t/a Melody) or if the person is an independent contractor of Simpson Mahoney Parrock Limited (t/a Melody) an amount equal to the fees paid by Simpson Mahoney Parrock Limited (t/a Melody) to the contractor in the last twelve (12) months of his/her agreement.
9. The Campaign
9.1 Either party can request changes to a Campaign at any time. Each party shall have the right to reject on reasonable grounds any such change requested by the other party. If the parties agree in writing to Campaign changes this Agreement will be so amended. g to Campaign changes this Agreement will be so amended.
9.2 The Client recognises that Simpson Mahoney Parrock Limited (t/a Melody) shall have the right not to organise a Campaign that Simpson Mahoney Parrock Limited (t/a Melody) believes is likely to: (i) mislead consumers; (ii) breach the rights conferred on consumers by law; or (iii) otherwise breach applicable law or any regulatory guidance.
9.3 Should Simpson Mahoney Parrock Limited (t/a Melody) wish to enact its rights under clause 9.2, Simpson Mahoney Parrock Limited (t/a Melody) shall on written notice suspend all or part of the Campaign and, unless Simpson Mahoney Parrock Limited (t/a Melody) confirms within five (5) working days that it removes the suspension at its sole discretion, all or the applicable part of the Campaign shall automatically terminate. In this event, all fees payable on suspension of the Campaign shall be due within agreed payment terms.
10. Client Obligations
10.1 The Client acknowledges that the performance by Simpson Mahoney Parrock Limited (t/a Melody) of the Campaign is dependent upon the Client’s prompt instructions and Client’s compliance with any specific Client Obligations described in this clause 10 and any applicable Statement of Work.
10.2 The Client will give Simpson Mahoney Parrock Limited (t/a Melody) full and clear instructions as to its requirements for the Services and Deliverables to be included in the Agreement, including full details of the dates by which each stage of the proposed Services and Deliverables are to commence and finish.
10.3 The Client will promptly supply to Simpson Mahoney Parrock Limited (t/a Melody) (at no charge) any Client Materials reasonably required by Simpson Mahoney Parrock Limited (t/a Melody) or otherwise necessary to provide the Services and Deliverables and shall ensure that it has all rights and licences in place to enable use by Simpson Mahoney Parrock Limited (t/a Melody) of all Client Materials.
10.4 Where participation by, or access by Simpson Mahoney Parrock Limited (t/a Melody) to, the Client’s personnel is necessary for the Campaign, the Client shall procure such personnel to be available at the times required by Simpson Mahoney Parrock Limited (t/a Melody).
10.5 The Client shall notify Simpson Mahoney Parrock Limited (t/a Melody) in writing immediately should it become aware of any information which it considers, or suspects may impact upon the Campaign, including if the Client considers that any Deliverables submitted to the Client by Simpson Mahoney Parrock Limited (t/a Melody) for approval are false or misleading or in any way contrary to applicable law.
10.6 If the Client does not fulfil its obligations under or in connection with this Agreement (including its payment obligations), then to the extent that such failure prevents Simpson Mahoney Parrock Limited (t/a Melody) from performing any Services and/or providing any Deliverables in accordance with this Agreement, Simpson Mahoney Parrock Limited (t/a Melody) will be relieved of its obligations to the Client, and Simpson Mahoney Parrock Limited (t/a Melody) shall not be liable for any Losses incurred by the Client as a result of any such failure.
11. Service Delivery
11.1 Client shall, without undue delay, provide the Client Materials Simpson Mahoney Parrock Limited (t/a Melody) reasonably requires for the purposes of performing the Services and providing the Deliverables. The parties agree that timely provision of such Client Materials is essential for the successful completion of the project. If the Client does not provide the materials as required, Simpson Mahoney Parrock Limited (t/a Melody) reserves the right to adjust project schedules and timelines, and any delays or additional costs incurred as a result will be borne by the Client.
11.2 Simpson Mahoney Parrock Limited (t/a Melody) shall: (i) apply such time, attention, and reasonable skill and care as may be necessary or appropriate for its proper performance of the Services and provision of the Deliverables; and (ii) comply with all lawful and reasonable directions regarding the Services and Deliverables communicated to it from time to time by the Client (provided such directions do not materially deviate from or add to the Statement of Work).
12. Personnel
12.1 Simpson Mahoney Parrock Limited (t/a Melody) will allocate suitable personnel, which may include contractors, with appropriate levels of experience and seniority to provide the Services. The Client acknowledges and agrees that it may be necessary for Simpson Mahoney Parrock Limited (t/a Melody) to replace the personnel providing the Services with alternative personnel with similar levels of seniority and experience.
13. Campaign Management
13.1 During the Term, Simpson Mahoney Parrock Limited (t/a Melody) will keep the Client informed as to the progress and status of all Services and Deliverables. Simpson Mahoney Parrock Limited (t/a Melody) will prepare and submit written reports at such intervals and in such format as is agreed by the parties and will promptly inform the Client of any actual or anticipated problems relating to delivery of the Services and Deliverables.
14. Approval Process
14.1 Where a party is asked to give approval under or in connection with this Agreement, such approval shall not be unreasonably withheld or delayed.
14.2 Simpson Mahoney Parrock Limited (t/a Melody) may from time to time seek the Client’s prior approval of any draft Deliverables and such approval will be Simpson Mahoney Parrock Limited (t/a Melody)’s authority to proceed with the use of the relevant Deliverables.
14.3 In the event that the Client does not approve of any matter requiring approval it shall notify Simpson Mahoney Parrock Limited (t/a Melody) of its reasons for disapproval within five (5) days of Simpson Mahoney Parrock Limited (t/a Melody) request, or in accordance with any time frame set out in the Statement of Work or as otherwise agreed in writing. If the Client does not notify Simpson Mahoney Parrock Limited (t/a Melody) of its disapproval in accordance with this clause 14.3, it shall be deemed approved. lause 14.3, it shall be deemed approved.
14.4 In the event of any delay or failure of the Client giving approvals (or disapprovals) requested under or in connection with this Agreement, Simpson Mahoney Parrock Limited (t/a Melody) will not be liable for any resulting delays or adverse impact caused to the delivery of the Campaign.
15. Intellectual Property Rights
15.1 Simpson Mahoney Parrock Limited (t/a Melody) acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in any Client Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services and Deliverables) shall remain vested in the Client or its licensors. The Client hereby grants to Simpson Mahoney Parrock Limited (t/a Melody) a non-exclusive, worldwide licence during the applicable Campaign Term to use the Client Materials solely for the purposes of providing the Services and Deliverables.
15.2 Subject to the remaining provisions of this clause 15 and subject to Simpson Mahoney Parrock Limited (t/a Melody) receiving payment of all Fees and other applicable amounts owed, Simpson Mahoney Parrock Limited (t/a Melody) shall assign to the Client absolutely with full title guarantee (by way of a present assignment of present and future rights) all of the Intellectual Property Rights (or a percentage thereof as set out in a the Agreement or any applicable Schedule) in the Territory of any Deliverables which are capable of being assigned together with the right to sue for past infringement of the Intellectual Property Rights in Deliverables. If the Client wishes to use the Deliverables outside of the Territory, such use shall be subject to usage fees agreed between the parties.
15.3 The Client acknowledges that all Intellectual Property Rights in Simpson Mahoney Parrock Limited (t/a Melody) Proprietary Materials shall be owned by and remain the property of Simpson Mahoney Parrock Limited (t/a Melody). Subject to Simpson Mahoney Parrock Limited (t/a Melody) receiving payment of all Fees Simpson Mahoney Parrock Limited (t/a Melody) hereby grants to the Client a non-exclusive, revocable royalty-free licence to use such Simpson Mahoney Parrock Limited (t/a Melody) Proprietary Materials as are included in the Deliverables, in the Territory, for the period of time and for the purposes set out in the Statement of Work, and the Client hereby indemnifies Simpson Mahoney Parrock Limited (t/a Melody) and keeps Simpson Mahoney Parrock Limited (t/a Melody) indemnified for any Losses suffered by Simpson Mahoney Parrock Limited (t/a Melody) through Client’s or connected parties failure to use Simpson Mahoney Parrock Limited (t/a Melody) Proprietary Materials as instructed or otherwise in accordance with the terms of this Agreement.
15.4 Simpson Mahoney Parrock Limited (t/a Melody) shall use all reasonable endeavours to obtain all usage rights in any Third-Party Materials as shall be necessary in order that the Client can use such Third-Party Materials for the purposes set out in the Agreement. Simpson Mahoney Parrock Limited (t/a Melody) shall notify the Client of any restrictions on usage and any other contractual restrictions arising in respect of such Third-Party Materials, and the Client hereby indemnifies and keeps Simpson Mahoney Parrock Limited (t/a Melody) indemnified against any losses suffered by Simpson Mahoney Parrock Limited (t/a Melody) as a result of the Client or a connected party breaching any such restrictions. If so requested by the Client, Simpson Mahoney Parrock Limited (t/a Melody) shall use reasonable endeavours to obtain an assignment of the Intellectual Property Rights in the Third-Party Materials at the Client’s cost.
15.5 Simpson Mahoney Parrock Limited (t/a Melody) agrees, at the Client’s request and expense, to take all such actions and execute all such documents as are necessary (in the Client’s reasonable opinion) to enable the Client to obtain, defend or enforce its rights in the Deliverables, and shall not do or fail to do any act which would or might prejudice the Client’s rights under this clause 15.
15.6 To the extent permitted by law and subject to Simpson Mahoney Parrock Limited (t/a Melody) receiving payment of all Fees, Simpson Mahoney Parrock Limited (t/a Melody) shall ensure that all Moral Rights in Simpson Mahoney Parrock Limited (t/a Melody) Proprietary Materials included in the Deliverables are waived (or where not lawfully possible to waive Moral Rights, Simpson Mahoney Parrock Limited (t/a Melody) agrees not to assert any Moral Rights in respect of Campaign Materials).
15.7 Notwithstanding any of the above and save as otherwise expressly provided for in a Statement of Work, Simpson Mahoney Parrock Limited (t/a Melody) shall: (i) be able during and after the Term to use any Deliverables which have been broadcast, published, distributed or otherwise made available to the public, the Client’s name and logo and Campaign results (provided that they do not disclose absolute sales numbers) for the purposes of promoting its work and its business including on Simpson Mahoney Parrock Limited (t/a Melody) website, in credentials pitches, showreels, presentations and webinars. Any other use by Simpson Mahoney Parrock Limited (t/a Melody) shall be subject to the Client’s prior approval; and the Client retaining all know-how obtained in connection with the Services and Deliverables.
15.8 For the avoidance of doubt, Simpson Mahoney Parrock Limited (t/a Melody) shall not be liable under or in connection with this Agreement for any modifications, adaptations or amendments to any Services or Deliverables made by the Client or by a third party on the Client’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of the Client and/or its associates.
15.9 The terms of and obligations imposed by this clause 15 shall survive the termination of this Agreement for any reason. on.
16. Use of Artificial Intelligence in Deliverables
16.1 The Agency may, in the course of providing the Services, use Artificial Intelligence (“AI”) tools and technologies to assist in the creation, development, or delivery of the Deliverables.
16.2 The Agency represents and warrants that:
(i) Quality and Suitability: All Deliverables, whether produced with or without AI tools, will meet the specifications, quality standards, and requirements set forth in this Agreement.
(ii) Intellectual Property: The Agency will take reasonable steps to ensure that the use of AI tools does not knowingly infringe upon the intellectual property rights of any third-party. To the extent any third-party content is incorporated through AI tools, the Agency will secure all necessary rights, licenses, or permissions.
(iii) Confidentiality and Data Use: The Agency will not input the Client’s confidential information into AI tools in a manner that would cause such information to be disclosed publicly or to third parties, except where the Client has given prior written consent.
(iv) Transparency: Upon reasonable request, the Agency will disclose whether and to what extent AI tools were used in the creation of a Deliverable.
(v) Responsibility: The Agency remains fully responsible for the Deliverables, regardless of whether AI tools were used, and such use shall not limit or reduce the Agency’s obligations under this Agreement.
17. Confidentiality and Publicity
17.1 Neither party shall during the term of this Agreement or after its termination disclose to any third-party any confidential Information of the other party (except as required by law or with the prior written consent of the other party). “Confidential Information” means any document, material, idea, data or other information of whatever nature which is obtained either in writing, visually or electronically from the other party (including but without limitation to the generality of the foregoing, software, photographs, videos or recordings of visual images on any media and which relates either to Simpson Mahoney Parrock Limited (t/a Melody) or the Client’s research and development, trade secrets or business affairs or which is marked confidential and disclosed by either party to the other for the purposes hereof). Confidential Information of the other party does not however include any document, material, idea, data, or other information which: (i) is known to the receiving party under no obligation of confidence, at the time of disclosure by the other party; or (ii) is or becomes publicly known through no wrongful act of the receiving party; or (iii) is lawfully obtained by the receiving party from a third party who in making such disclosure breaches no obligation of confidence to the other party; or (iv) is independently developed by the receiving party; or (v) is disclosed by the other party to a third-party under no obligation of confidence; or (vi) is required to be disclosed by a government authority, provided that the party subject to such requirement to disclose, to the extent legally permissible and practical, gives the other party prompt written notice of the requirement.
17.2 Neither party shall at any time, whether during the Term or at any time thereafter, without the prior written approval of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorise or permit any third-party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations in connection with this Agreement.
17.3 The Client acknowledges that nothing in this Agreement shall affect Simpson Mahoney Parrock Limited (t/a Melody) right to use as it sees fit any general marketing or advertising intelligence gained by Simpson Mahoney Parrock Limited (t/a Melody) in the course of its appointment.
17.4 Each party hereby indemnifies the other party from and against all losses arising out of or in connection with the other party’s breach of this clause 16, including breach by each party’s associates. ty’s associates.
17.5 The terms of and obligations imposed by this clause 16 shall survive the termination of this Agreement for any reason.
17.6 These provisions apply regardless of whether a separate NDA is in place between the parties. se 16 shall survive the termination of this Agreement for any reason.
18. Termination
18.1 Subject to Clause 18.2 below or as otherwise set out in the Agreement, neither party may terminate the Agreement prior to the end of the Term set out in the Agreement.
18.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement if: (i) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment, or is (ii) deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (iii) the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; (iv) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or (v) the other party files for bankruptcy or a petition is filed in relation to the winding up of that party; (vi) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
18.3 On termination of the Agreement for any reason: (i) the Client shall immediately pay to Simpson Mahoney Parrock Limited (t/a Melody) all of Simpson Mahoney Parrock Limited (t/a Melody) outstanding unpaid invoices and interest including during the notice period and, in respect of Services and Deliverables supplied but for which no invoice has been submitted, Simpson Mahoney Parrock Limited (t/a Melody) may submit an invoice, which shall be payable immediately on receipt; (ii) each party shall immediately return all of the other party’s property; and (iii) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination (in particular but not limited to clauses 8.1, 8.2, and 16), shall not be affected.
19. Limitation of Liability
19.1 This clause 19 sets out the entire financial liability of Simpson Mahoney Parrock Limited (t/a Melody) to the Client in respect of any breach of the Agreement including any deliberate personal repudiatory breach by Simpson Mahoney Parrock Limited (t/a Melody) and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
19.2 All warranties, clauses and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
19.3 The Client recognises that: (i) Simpson Mahoney Parrock Limited (t/a Melody)’s delivery of the Deliverables is subject to the Client’s timely provision of the Client Materials reasonably required by Simpson Mahoney Parrock Limited (t/a Melody) and, whereas Simpson Mahoney Parrock Limited (t/a Melody) shall use reasonable endeavours to deliver the Deliverables, there is no guarantee that the Campaign will lead to increased revenue or a more prominent web presence; (ii) the services offered by Simpson Mahoney Parrock Limited (t/a Melody) and any Campaign will by their nature be speculative; (iii) the idea or methodology behind any Campaign and the decision to proceed with a particular Campaign will always be the Client’s and Simpson Mahoney Parrock Limited (t/a Melody) will always rely on the knowledge that the Client has of its business.
19.4 Any sales forecasts, projections, or estimates provided by Simpson Mahoney Parrock Limited (t/a Melody) are indicative only and do not constitute a guarantee of performance. The Client acknowledges that Simpson Mahoney Parrock Limited (t/a Melody)’s role is to optimise controllable levers, but that external factors – including but not limited to competitor activity, platform changes, consumer behaviour, product availability, and broader political, economic, social, and technological (PEST) influences – may impact whether forecasts or targets are achieved.
19.5 Nothing in these clauses limits or excludes the liability of either party: (i) for death or personal injury resulting from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party or any other liability which cannot be limited by law.
19.6 Simpson Mahoney Parrock Limited (t/a Melody) shall not be liable to Client for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; or (v) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
19.7 Simpson Mahoney Parrock Limited (t/a Melody) total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the aggregate of the Fees paid by the Client in the previous twelve (12) months to the date of the claim for the applicable Statement of Work.
19.8 If Simpson Mahoney Parrock Limited (t/a Melody)’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Simpson Mahoney Parrock Limited (t/a Melody) shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
19.9 Simpson Mahoney Parrock Limited (t/a Melody) takes no responsibility for any defects in the Campaign which are caused by: (i) information provided by the Client being incorrect or misleading; (ii) the Client’s failure to comply with the Client Obligations; (iii) the omissions or negligence of the Client (including its contractors or employees); or (iv) any problems with the Client’s own presence on marketplaces and ecommerce sites, IT systems or social accounts.
20. Client Warranties
20.1 The Client warrants and undertakes that:
20.2 it has full power and authority to enter into this Agreement and that by doing so it will not be in breach of any obligation to a third-party;
20.3 the Client Materials will not, when used in accordance with this Agreement and any written instructions given by the Client, infringe third-party Intellectual Property Rights or breach any applicable laws;
20.4 the Client Materials comply with all applicable laws and regulations including all Advertising Regulations; and all applicable laws and regulations including all Advertising Regulations; and
20.5 the Client Materials are accurate and complete in all material respects. l respects.
21. Force Majeure
21.1 Neither party shall be liable for any delay in performing or for failure to perform any of its obligations under this Agreement to the extent that and for so long as the delay or failure results from a Force Majeure Event.
21.2 The party whose performance is affected by a Force Majeure Event shall, as soon as reasonably practicable after becoming aware of the Force Majeure Event, notify the other party in writing of the circumstances of the Force Majeure Event and the other party shall grant a reasonable extension for the performance of this Agreement, provided however that if either party shall have been so prevented from meeting its obligations for more than twenty (20) Business Days following the receipt of such notice, then either party may terminate this Agreement forthwith upon written notice. Each party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.
22. Notices and other Communications
22.1 Notices shall be deemed to have been properly given: (a) if sent by email to legal@wearesmp.com, in the case of Simpson Mahoney Parrock Limited (t/a Melody), or in the case of the Client the address stated in the Agreement at the time of transmission, if sent during normal business hours of the recipient, or if sent outside normal business hours, then on the next business day, provided that no delivery failure or Out-Of-Office notification is received by the sender; and (b) if sent by first-class post or courier to the other party’s main address, registered office, or other address as notified to the other party from time to time, after three (3) business days following posting.
23. Assignment
23.1 No right or obligation under this Agreement shall be assigned or transferred by either party without the prior written approval of the other party, but Simpson Mahoney Parrock Limited (t/a Melody) may assign its rights and/or obligations at any time to another company within its group. Simpson Mahoney Parrock Limited (t/a Melody) may sub-contract the performance of any of its obligations under this Agreement to third parties without the Client’s consent. Where Simpson Mahoney Parrock Limited (t/a Melody) informs the Client that Services and/or Deliverables are sub-contracted to third-parties and to the extent that Services and/or Deliverables incorporate Third-Party Materials, Simpson Mahoney Parrock Limited (t/a Melody) disclaims all liability of any kind whatsoever arising therein. therein.
24. Data Protection
24.1 Both parties shall comply with all applicable laws, enactments, regulations, regulatory policies, guidelines, and industry codes relating to the processing of personal data and privacy, including but not limited to the General Data Protection Regulation (EU) 2016/679, the UK General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any successor or related legislation, and all other laws and regulations relating to the processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by the Information Commissioner, or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction (“Data Protection and Privacy Laws”), and shall not perform its obligations under this Agreement in such a way as to cause the other to breach any of its obligations under the Data Protection and Privacy Laws.
24.2 If a party finds it necessary to share Personal Data, they shall promptly notify the other party in writing before doing so, and the parties shall then discuss in good faith the implementation of appropriate data protection measures, including potentially amending this Agreement, to comply with their respective obligations under applicable Data Protection and Privacy Laws.
25. No Partnership or Agency
25.1 Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
26. Legal Construction
26.1 This Agreement constitutes the entire agreement reached between the parties with respect to the Campaign. It supersedes all prior proposals (and details on the Agreement which are not expressly referred to in this document) and no other representations, understandings and agreements, whether oral or written, and all other communications save for any fraudulent misrepresentation shall form a term herein.
26.2 The failure of either party to enforce or exercise at any time any term or any right under this Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect that party’s later right to enforce or to exercise it.
26.3 If any clause, provision or any part of this Agreement becomes invalid, illegal or unenforceable in any respect under any law or for any other reason whatsoever, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
26.4 No modification or variation of this Agreement shall be valid unless made in writing and signed by an authorised representative of each party. No modification or variation of this Agreement shall affect any rights, obligations or liabilities under this Agreement which have already accrued to the date of such modification or waiver.
26.5 No delay or failure of either party in enforcing against the other party any term or clause of this Agreement, and no partial exercise by either party of any right hereunder, shall be deemed to be a waiver of any right of that party under this Agreement. greement.
26.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
26.7 No third-party shall acquire rights pursuant to the Contracts (Rights of Third-Parties) Act 1999 or otherwise.
26.8 These Terms are incorporated by reference into any executed Agreement for the Provision of Services. No additional signature is required.
