Terms & Conditions

STANDARD TERMS OF BUSINESS

(“Hype Marketing” or “Us” or “We” or “Our”) agrees to provide services to the Client (or “You”). The Client agrees that these Terms and Conditions shall apply to all Services as well as any other marketing communications services provided by Us from time to time, whether or not such services have been set out in any Statement of Works. Any conflicting pre-printed terms provided by the Client shall have no effect.

1. Definitions Commencement Date means the date on which Hype Marketing begins (or is deemed to begin) to provide the Services, as set out in the Statement of Works; Framework Agreement means these terms and conditions together with any Statement of Works whether attached or pursuant to this Agreement; Services means the services set out in any Statement of Works; Statement of Works Any instruction by the Client for Hype Marketing to provide Services The Client agrees that these Terms and Conditions shall apply to all Services as well as any other marketing communications services provided by the Hype Marketing from time to time, whether or not such services have been set out in any Statement of Works. Any conflicting pre-printed terms provided by the Client shall have no effect.

2. Standards & Responsibilities 2.1. We will provide the Services with effect from the Commencement Date. We will provide the Services to a standard to be expected of a reasonably competent marketing agency operating in the United Kingdom. 2.2. The Client acknowledges the importance of providing Us with accurate, comprehensive, timely and legally compliant briefings and supporting facts. The Client accepts that it is entirely liable for any Hype Marketing Group Limited: The Union Building, 51-59 Rose Lane, Norwich NR11BY T:+44 (0) 1603 964564 | www.hypemarketing.co.uk materials approved by it for publication and acknowledges that We will not be responsible for any error in published materials unless such error is clearly and solely attributable to the default or neglect of Us. 2.3. The Client shall use all reasonable endeavours to provide all pertinent information to Us that is necessary for Us to provide the Services. 2.4. If any consents, licences or other permissions are needed from any third parties it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof). 2.5. The Client may, from time to time, issue reasonable instructions to Us in relation to Our provision of the Services. Any such instructions should be compatible with the Statement of Works. 2.6. If the nature of the Services requires that We have access to the Client’s premises or databases, access to which is lawfully controlled by the Client, the Client shall ensure that We have access to the same at the times to be agreed between us as required. 2.7 Time for delivery of the Services will not be the essence of the Agreement. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 2 of the Framework Agreement shall not be the responsibility or fault of Hype Marketing.

3. Invoicing and payment 3.1. We will raise invoices in accordance with the Statement of Works:- 3.1.1. Fees will be invoiced monthly in advance. 3.2. The Client shall pay all invoices, regardless of their composition within 15 days after the date of the invoice. In default of timely payment, We reserve the right to claim statutory interest at 8% above Lloyds Bank plc base rate from the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We are entitled to claim any costs incurred with any third party engaged to collect sums paid late in addition to interest and court costs. 3.3. Where applicable, all invoices are subject to VAT, which shall be payable additionally by the Client. All invoices will be raised and payable in £ sterling. Any charges or deductions levied or incurred in discharging Our invoices shall be borne by the Client;

4. Term 4.1 This Framework Agreement shall commence on the Commencement Date and continue for an agreed term from that date, subject to the provisions of Clause 4.2 of this Framework Agreement. 4.2. Where no Termination Date is agreed for, the term shall be for an initial period of 12 months from the Commencement Date (the “Initial Period”), unless terminated sooner by either party in accordance with Hype Marketing Group Limited: The Union Building, 51-59 Rose Lane, Norwich NR11BY T:+44 (0) 1603 964564 | www.hypemarketing.co.uk Clause 5.1. After the Initial Period the Framework Agreement shall continue in full force and effect (subject to Clause 5) unless and until terminated by either party serving notice on the other in writing in accordance with Clause 5 (a “Termination Notice”). Either party may serve a Termination Notice on the other party during the Initial Period but for the avoidance of doubt, any Termination Notice will not expire any earlier than the end of the Initial Period, unless the provisions of Clause 5.2 shall apply.

5. Termination and suspension 5.1. Either party may terminate or suspend the Framework Agreement by giving not less than one months’ notice to the other, such notice to be given at the end of a calendar month. 5.2.Either party may terminate the Framework Agreement immediately if:- 5.2.1. the other becomes insolvent. Insolvency for the purposes of the Framework Agreement includes any of entering into a compulsory or voluntary liquidation, making an arrangement with creditors, being subject to the appointment of an administrator, receiver or administrative receiver over any part of its undertaking, or if a winding up petition is presented against it; 5.2.2. either party commits a breach of the Framework Agreement which is incapable of remedy or which has not been remedied in a reasonable manner despite the elapse of 14 days from notification of the breach. 5.3. Termination or suspension of the Framework Agreement for any reason shall be without prejudice to any claims or rights of action available to Us or the Client prior to the date of termination. 5.4. Upon termination by the Client prior to the Termination Date, We will be entitled to be paid all Fees due to the Termination Date. 5.5. Where clause 5.1 applies, We will be entitled to payment of the higher of:- 5.5.1. any Fees that apply during the notice period, irrespective of whether the Client wishes Us to continue providing the Services; or 5.5.2. the monthly average of the Fee invoiced during the twelve months immediately preceding the date of the Termination Notice multiplied by the number of months of the notice period. 5.6. Expenses will be payable in full by the Client where already incurred, even if not yet invoiced. 5.7 Termination or expiry of this Framework Agreement shall not cause any Statement of Work to terminate automatically. For the avoidance of doubt, all Statements of Work remain in force unless and until they are terminated or expire in accordance with the terms of the Statements of Work and the Client shall continue to pay any Fees and expenses due to Us in relation to such Statements of Work, notwithstanding the termination or expiry of this Framework Agreement.

6. Confidentiality 6.1. We agree to keep secret and confidential all confidential information received by Us directly from the Client and not to use such confidential information in any way without the prior written consent of the Client (which may be given or withheld in its absolute discretion), except to the extent reasonably necessary for the provision of the Services. Further, the Client agrees that We may disclose the confidential information to such persons and to such extent as is reasonably necessary for the provision of the Services. 6.2. The Client acknowledges that We will not be bound by the obligations of confidentiality where We received such information prior to its engagement by the Client without any obligation of confidentiality, or where the information enters the public domain other than through Our default, or where We are otherwise required by law, regulation or order of a court of competent jurisdiction to disclose such information.

7. Intellectual Property 7.1. Ownership of the intellectual property rights in materials produced by Us in performing the Services along with all materials shall belong to Us until payment of all invoices issued under this Framework Agreement has been received by Us, whereupon it will pass automatically to the Client. 7.2. Without prejudice to the generality of this clause, the Client recognises that ownership of some intellectual property may be vested in a third party, in which case this clause will not apply.

8. Liability 8.1. To the maximum permitted by law, neither party’s aggregate liability arising out of or related to the Agreement, whether in contract, tort or otherwise the amounts actually paid by and due from the Client during the term of this Agreement. 8.2. To the maximum extent permitted by law, neither party shall have any liability to the other for any lost profits, loss of use, cost of procurement of substitute services or any indirect, special, incidental or consequential damages, however caused, whether in contract, tort or otherwise howsoever and whether or not that party has been advised of the possibility of such damage. 8.3. To the maximum permitted by law, any implied terms and warranties are excluded. 8.4. Nothing in the Framework Agreement shall be taken to exclude any liability of either party for death or personal injury caused by its negligence or any fraudulent misrepresentation. 8.5. If either party is unable to comply with any obligations due to Act of God, war, riot, terrorism, insurrection, strike, industrial action, lockout, accident, fire, flood, act of government or other authority, blockade, import or export embargo, natural catastrophes, failure of power supply, failure of telecommunications, failure of any computer or other equipment, loss of internet service, default of supplier or sub-contractor or obstacles over which they have no control there shall be no liability for any breach of contract.

9. Insurance and Indemnity 9.1. We shall ensure that we have in place at all times suitable and valid insurance that shall include public liability insurance 9.2. The Client shall indemnify Us against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees. 9.3. Neither Party shall be liable to the other or be deemed to be in breach of the Framework Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

10. Data Protection 10.1. All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR. 10.2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Service Provider’s Privacy Notice [available from https://hypemarketing.co.uk/cookies-privacy-policy/].

11. Non-Solicitation & Employment Restriction 11.1. During the Term and for six months after termination of this Framework Agreement, neither party shall, without the written consent of the other, solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person who is employed by the other or has been employed by the other during the preceding six months, and who has been involved with the Services under this Framework Agreement, to terminate their employment with the other party. 11.2. If We consent to a member of Our staff joining the Client pursuant to Clause 11 We will be entitled to charge a fee in consideration for such consent. Such fee shall be equivalent to 25% of the gross annual salary of that employee that shall be paid by the Client to Us. We shall invoice the Client immediately upon the commencement of the employment of the relevant employee by the Client and such invoice shall be payable by the Client immediately upon presentation. If We do not require the employee to complete the notice period required by his or her terms of employment, We reserve the right to charge the Client an additional fee equivalent to the salary payable by Us for the period of unfulfilled notice.

12. Assignment Neither party may assign this Framework Agreement to any other person without the express written consent of the other.

13. Status The Client and Hype Marketing acknowledge and agree that Hype Marketing is an independent contractor and neither it (nor any of its employees or officers) shall constitute employees of the Client. Nothing in this Framework Agreement shall constitute a partnership or joint venture between the parties or constitute either party hereto the employee or agent or branch of the other.

14. Third Party Rights Except for the rights of The McCain Institute to enforce the terms of this Agreement, a person who is not a party to this Framework Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. The terms of this Framework Agreement or any of them may be varied, amended or modified or this Framework Agreement may be suspended, cancelled or terminated by Framework Agreement in writing between the parties or this Framework Agreement may be rescinded (in each case), without the consent of any third party.

15. Governing Law This Agreement, and any associated legal issues arising from it, shall be governed by the laws of England and Wales.

16. Jurisdiction The parties agree that English courts shall have exclusive jurisdiction in the event of any dispute arising out of or connected with this Agreement. You hereby irrevocably agree to submit to the jurisdiction of the English courts. Any judgement rendered or order made by the English court may however be enforced by Us against You through the judicial system of such other countries and states as we consider to be expedient.

17. Entire Agreement This Framework Agreement and the Statement of Works constitutes the entire and only Framework Agreement and understanding between the parties in relation to its subject matter and replaces and extinguishes all prior agreements, undertakings, arrangements or statements (in whatsoever form) with respect to such subject matter.