BRAND PROMOTION SERVICES AGREEMENT

APPENDIX 1 - GENERAL TERMS AND CONDITIONS

1 COMMENCEMENT AND DURATION

1.1 This Agreement commences on the Effective Date and shall, unless terminated earlier in accordance with clause 15 (Termination), continue until the Completion Date, on which date it shall expire automatically without notice (“Term”).

2 SUPPLY OF THE SERVICES

2.1 In consideration of payment of the Fees, HNCL shall perform the Services, and (where relevant) shall supply the Deliverables to the Client, in accordance with the terms of this Agreement. The Services shall include the In-scope Items but shall exclude the Out-of-scope Items and shall be provided subject to the Assumptions.

2.2 HNCL shall perform the Services with reasonable skill, care and diligence.

2.3 HNCL shall allocate suitable personnel with appropriate levels of skill and experience to provide the Services. The Client acknowledges and agrees that it may be necessary for HNCL to replace the personnel providing the Services with alternative personnel with similar levels of skill and experience.

2.4 HNCL shall use its reasonable endeavours to perform the Services in accordance with any dates specified in the Services Order or, if no dates are specified, within a reasonable period of time. However, time of performance shall not be of the essence. If HNCL fails to provide the Services and/or any Deliverables on any specified date or within a reasonable period of time, HNCL shall cooperate with the Client as reasonably necessary to agree an alternative date for performance and HNCL’s performance on that alternative date shall be the Client’s sole and exclusive remedy in these circumstances.

2.5 If the nature of the Services is such that the Client requires access to the Premises, such access shall be granted only during normal store opening hours at the Premises unless otherwise agreed in writing by HNCL.

2.6 HNCL shall not be liable for any delay in or failure of performance of the Services caused by:

(a) any delay in or failure of the Client Contact giving approvals (or disapprovals) requested under or in connection with this Agreement;

(b) any delay or failure of the Client in the performance of its obligations under this Agreement; or

(c) any breach of this Agreement or other act or omission of the Client,

and to the extent that such delay, failure, breach, act or omission prevents or delays HNCL’s performance of any Services and/or provision of any Deliverables in accordance with this Agreement, HNCL shall not be liable for any Losses incurred by the Client as a result of any such failure.

3 CLIENT GENERAL OBLIGATIONS

3.1 The Client shall give HNCL full, clear and timely instructions as to its requirements for the Services and Deliverables to be included in the Services Order, including full details of the dates by which each stage of the proposed Services and Deliverables are to commence and finish. The Client will give HNCL clear briefings and ensure that all the facts given about the Campaign and/or the Services are complete, accurate and not misleading.

3.2 The Client shall, and (where relevant) shall ensure that its other subcontractors and suppliers shall, cooperate with HNCL in all matters arising under this Agreement or otherwise relating to the performance of the Services.

3.3 The Client shall perform its obligations, including the Client Responsibilities, in accordance with the terms of this Agreement.

3.4 The Client shall promptly, and in any case no later than any delivery dates specified in the Services Order and/or Schedule 3 (Special Terms and Conditions), supply to HNCL (at no charge) any Client Materials reasonably required by HNCL or otherwise necessary to provide the Services and/or Deliverables. If the Client fails to deliver any Client Materials by the specified delivery date, the Client acknowledges that HNCL shall have no obligation to provide the relevant Services and reserves the right to charge the Client the Cancellation Fee.

3.5 The Client shall ensure that it has all Consents in place to enable use by HNCL of all Client Materials for the purposes set out in this Agreement.

3.6 The Client shall ensure that all Client Materials submitted to HNCL for use in connection with the Services comply with all Applicable Laws and Advertising Regulations. The Client shall immediately inform HNCL in writing if at any time the Client becomes aware or has reasonable grounds to believe that any Client Materials are false or misleading or in any way contrary to Applicable Laws, Advertising Regulations or the Content Standards.

3.7 The Client shall ensure that the Client Materials:

(a) are not and are unlikely to be considered unlawful, defamatory, obscene, pornographic, sexually explicit, abusive, bullying, harassing, hateful, malicious, harmful, offensive, threatening or otherwise objectionable;

(b) do not promote sexually explicit activities, promote political ideas, make political statements or promote violence or discrimination;

(c) do not disparage any person or their business, products or services; and

(d) do not infringe the rights (including Intellectual Property Rights and rights of privacy) of any person

(collectively, the “Content Standards”).

3.8 Where applicable, the Client shall ensure that all Client Materials meet the minimum technical specification (file size, resolution, etc.) applicable to the medium in which it is proposed to be used, as may be amended by HNCL from time to time (“Technical Standards”).

4 CONTRACT MANAGEMENT

4.1 The HNCL Contact shall be authorised to act as the main point of contact for the Client, and to bind HNCL, in respect of all day-to-day matters, including any approvals, relating to the supply of the Services and this Agreement. HNCL shall promptly notify the Client if the identity or contact details of the HNCL Contact changes, providing the name and contact details of any replacement in writing.

4.2 The Client Contact shall be authorised to act as the main point of contact for HNCL, and to bind the Client, in respect of all day-to-day matters, including any approvals, relating to the receipt of the Services and this Agreement. The Client shall promptly notify HNCL if the identity or contact details of the Client Contact changes, providing the name and contact details of any replacement in writing.

5 AMENDMENTS AND CANCELLATIONS

5.1 If either party wishes to make any amendment to the Services, or to cancel any Services (or part thereof), any such amendment or cancellation shall be subject to the agreement of both parties in writing.

5.2 In the event of any amendment to the Services requested by the Client, the Fees payable to HNCL in respect of the amended Services shall not decrease below the level of Fees that would have been payable had the Services not been amended, save with the prior written approval of HNCL.

5.3 In the event of any cancellation of the Services, or part thereof, requested by the Client, the Cancellation Fee payable to HNCL in respect of the cancelled Services shall be as follows:

(a) 50% of the cancelled Service order, or part thereof, where cancellation is more than 1 month prior to the commencement of the services as stated in the Service Order; or

(b) 100% of the cancelled Service order, or part thereof, where cancellation is one month of less prior to the commencement of the services as stated in the Service Order;

5.4 Pending approval (in accordance with clause 6 (Approvals and Authority)) of any amendment to or cancellation of the Services, HNCL shall (unless otherwise agreed) continue to perform and be paid for the Services as if such amendment or cancellation had not been requested.

5.5 If HNCL agrees to the Client’s request to amend or cancel any Services, HNCL shall take all reasonable steps to comply with any such request provided that HNCL is able to do so within its contractual obligations to suppliers. In particular, the Client acknowledges and accepts that in certain circumstances it may not be possible to prevent Deliverables subject to the request for amendment or cancellation from being displayed, published and/or distributed due to HNCL and/or third-party submission, publishing and distribution schedules.

5.6 In the event of the amendment or cancellation of any Services, the Client shall reimburse HNCL for all charges or other expenses or costs incurred by HNCL or to which HNCL is committed as well as any charges or other expenses or costs imposed on HNCL by third parties arising from the amendment or cancellation, including all sums agreed to be paid by HNCL to a production company, provided that HNCL shall use reasonable endeavours to mitigate any such third party charges or expenses wherever possible. By way of example only, if the amendment or cancellation would result in the need for the HNCL Magazine to be amended and/or reprinted after the print date, the Client shall pay to HNCL all charges or other expenses or costs incurred by HNCL in relation to such amendment and/or re-print.

5.7 HNCL reserves the right (in its sole discretion) to treat as a cancellation for the purposes of this clause 5, any amendment to the Services by the Client which, if it were to be accepted by HNCL (in its sole discretion), would result in a reduction of at least twenty five per cent (25%) of the applicable Fees that would have been payable but for the amendment and, in these circumstances, unless otherwise agreed by HNCL in writing:

(a) the provisions of clauses 5.3 to 5.6 shall apply to such amendment as if it were a cancellation of the relevant Services; and

(b) HNCL shall have no further obligation to provide any Services and Deliverables deemed cancelled under this clause 5.7.

6 APPROVALS AND AUTHORITY

6.1 For the purposes of this Agreement, any reference to “approval” to be given by the Client shall mean the Client giving approval by one of the following methods:

(a) email from the individual business email address of the Client Contact; or

(b) the signature of the Client Contact on HNCL’s documentation.

6.2 For the purposes of this Agreement, any reference to “approval” to be given by HNCL shall mean HNCL giving approval by one of the following methods:

(a) email from the individual business email address of the HNCL Contact; or

(b) the signature of the HNCL Contact on the Client’s documentation.

6.3 Where the Client is asked to give approval under or in connection with this Agreement, such approval shall not be unreasonably withheld, delayed or conditioned.

6.4 Except as otherwise stated in this Agreement, HNCL shall seek the Client’s prior approval of:

(a) any estimates or quotations for any Third Party Costs to be paid by the Client; and

(b) any creative treatments, including scripts, storyboards, copy, layouts, design, artwork, proposed marketing activity,

and the Client’s approval of such estimates and creative treatments will be HNCL’s authority to enter into contracts with relevant third parties and to prepare draft Deliverables.

6.5 Except as otherwise stated in this Agreement, HNCL shall seek the Client’s prior approval of any draft Deliverables and such approval will be HNCL’s authority to proceed with the publication, display and/or distribution (as applicable) of the relevant Deliverables.

6.6 If the Client does not approve of any matter requiring approval it shall notify HNCL of its reasons for disapproval within three (3) Working Days of HNCL’s request. If the Client does not notify HNCL of its disapproval in accordance with this clause 6.6, it shall be deemed approved.

6.7 Where HNCL is asked to give approval under or in connection with this Agreement, such approval shall be granted or refused in HNCL’s absolute discretion.

6.8 The Client shall not use or authorise the use of any representations of the HNCL name and/or trade marks in connection with this Agreement without obtaining HNCL’s prior approval.

6.9 Notwithstanding any other term of this Agreement, HNCL retains final approval rights over all Deliverables and Client Materials proposed to be:

(a) published in the HNCL Media and/or on the Social Media Channels;

(b) displayed in the Premises via Display Screens and/or Window Displays; or

(c) distributed in printed form on the Premises and/or by electronic means to the Target Audience,

and HNCL reserves the right to refuse to publish, display and/or distribute any Deliverables and/or Client Materials, or to cease doing so immediately without prior notice to the Client, if HNCL has reason to believe that such Deliverables and/or Client Materials are or may be in breach of Applicable Laws, Advertising Regulations and/or the Content Standards or may otherwise cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute. HNCL shall have no liability to the Client in respect of any exercise of its rights under this clause 6.9.

7 FEES

7.1 HNCL shall invoice the Client in respect of all Fees, Cancellation Fees (if applicable) and Third Party Costs. For the avoidance of doubt, the Fees and Cancellation Fees are payable in addition to all payments for Third Party Costs.

7.2 HNCL shall be entitled to invoice the Client for the Fees and Third Party Costs in accordance with the relevant Payment Schedule. HNCL shall be entitled to invoice the Client for any Cancellation Fees as soon as the cancellation is agreed by the parties in accordance with clause 5 (Amendments and Cancellations).

7.3 The Client shall pay (subject to clause 8.2) all invoices within thirty (30) days of the date of the invoice or as otherwise specified in the relevant Payment Schedule.

7.4 All sums stated in this Agreement exclude VAT 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.

7.5 The terms of remuneration set out in this Agreement do not cover the performance of services which are outside the scope of the Services Order. If any such services are required the terms relating to their provision together with the applicable fees shall be as agreed in writing by the parties.

7.6 If the Client fails to make any payment in full when due to HNCL under this Agreement, then without prejudice to its other rights and remedies under or in connection with this Agreement or otherwise in law, HNCL shall be entitled to charge the Client interest on such overdue sum at the rate of four percent (4%) above the base rate of LIBOR in force from time to time calculated from the due date up to the date of payment.

7.7 If payment of the Fees, Cancellation Fees or Third Party Costs is subject to tax (whether by way of direct assessment or withholding at its source), HNCL shall be entitled to receive from the Client such amounts as shall ensure that the net receipt to HNCL of the Fees, Cancellation Fees and Third Party Costs after tax in respect of the payment is the same as it would have been were the payment not subject to such tax.

7.8 If the Client is overdue with any payment hereunder, then without prejudice to HNCL’s other rights or remedies:

(a) HNCL shall have the right to suspend performance of the Services on seven (7) days’ written notice until HNCL has received payment of the overdue amount together with any accrued interest; and/or

(b) HNCL shall have the right to terminate this Agreement immediately upon fifteen (15) days’ written notice to the Client.

7.9 Each party shall pay all monies which are payable by it to the other without any right of set off, abatement or withholding in respect of monies which are due to it or alleged to be due to it from the other party.

7.10 Notwithstanding anything else in this Agreement, to the extent that any delay or other act or omission of the Client causes HNCL to suffer or incur any additional or increased costs (including Third Party Costs) or wasted resource, HNCL shall be entitled, acting reasonably, to require the parties to have a good faith discussion to adjust the Fees and/or Third Party Costs by an equitable amount. If the parties are unable to agree an equitable adjustment to the Fees and/or Third Party Costs within five (5) Working Days of HNCL’s request, HNCL shall be entitled to terminate this Agreement immediately on giving written notice to the Client.

8 THIRD PARTY SERVICES AND COSTS

8.1 HNCL shall invoice the Client in respect of all third party costs incurred by HNCL on behalf of the Client in providing the Services and Deliverables, including production work required to produce the Deliverables including artwork, photography, animation, print and post production work and other content (“Third Party Costs”).

8.2 If any Third Party Costs require payment in advance or sooner than the payment terms set out in clause 7.3, HNCL shall notify the Client as soon as reasonably practicable in advance and the Client shall pay such costs to HNCL in good time to enable HNCL to pay the relevant supplier within the period set out in the relevant invoice.

8.3 The Client hereby acknowledges that HNCL enters into contracts with third party suppliers in respect of Services and Deliverables in accordance with such suppliers’ standard or individual conditions and contracts (“Third Party Contracts”).

8.4 HNCL shall notify the Client of any significant restrictions or contract terms contained in such Third Party Contracts and the Client hereby acknowledges that its right to use or otherwise benefit from any Services or Deliverables acquired under such Third Party Contracts shall be as set out in such Third Party Contracts.

8.5 Any charges or liabilities (to the extent caused by an act or omission of the Client or its Affiliates or any third party acting for or on its behalf) for which HNCL is liable under such Third Party Contracts (including cancellation payments) shall be the responsibility of the Client.

8.6 The Client shall reimburse HNCL in full for any Losses arising out of or in connection with any act or omission of the Client which puts HNCL in breach of any Third Party Contracts.

8.7 HNCL shall provide the Client with a copy of any relevant Third Party Contract if requested to do so and if authorised by the relevant third party.

9 CLIENT WARRANTIES

9.1 The Client warrants and undertakes to HNCL that:

(a) 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;

(b) it knows of no information, facts or circumstances related in any way to the Client that could reasonably be considered damaging to HNCL by virtue of the association between the parties arising from this Agreement;

(c) the Client Materials do not and shall not infringe the Intellectual Property Rights or any other rights of a third party;

(d) the Client Materials comply and shall comply with all Applicable Laws and Advertising Regulations;

(e) the Client Materials comply and shall comply with the Content Standards and the Technical Standards;

(f) the Client Materials are and shall be accurate, complete and not misleading; and

(g) the Client shall not at any time during the Term or for a period of 12 months after the expiry or termination of this Agreement do anything or make any oral or written statement to any person that could reasonably be regarded as likely to cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute.

9.2 The Client shall reimburse HNCL in full for any Losses arising out of or in connection with any breach by the Client of its warranties and undertakings in clauses 9.1(a) to 9.1(g) (inclusive).

10 HNCL WARRANTIES

10.1 HNCL warrants and undertakes to HNCL that:

(a) 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;

(b) it knows of no information, facts or circumstances related in any way to HNCL which could reasonably be considered damaging to the Client by virtue of the association between the parties arising from this Agreement;

(c) the Deliverables do not and shall not infringe the copyright of a third party; and

(d) the Deliverables comply with all Applicable Laws and Advertising Regulations.

10.2 HNCL shall not be in breach of clause 10.1(c) or 10.1(d) to the extent that any breach arises as a result of the Client’s breach of its warranties in clause 9.1 or any of its other obligations.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 HNCL acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in Client Materials shall remain vested in the Client or its licensors. The Client hereby grants to HNCL a non-exclusive licence during the Term to use the Client Materials for the purposes of providing the Services and Deliverables.

11.2 The Client acknowledges that ownership of Deliverables and ownership of all Intellectual Property Rights in Deliverables shall be owned by and remain the property of and vested in HNCL and/or its licensors, subject to the Client’s rights under clause 11.1 in respect of any Client Materials forming part of such Deliverables.

11.3 HNCL shall obtain such licences or consents in respect of Third Party Materials as shall be necessary in order that any Deliverables incorporating Third Party Materials can be used for the purposes set out in this Agreement. HNCL 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 shall reimburse HNCL in full for any Losses arising out of or in connection with the Client or its Affiliates breach of any such restrictions.

11.4 Subject to HNCL receiving payment of all Fees attributable to the Deliverables, HNCL hereby grants to the Client, to the extent it is free to do so, a perpetual non-exclusive royalty-free licence to reproduce the Deliverables in the Territory solely for its internal business purposes.

11.5 The Client shall not make or authorise the making of any modifications, adaptations or amendments to any Deliverables without HNCL’s prior written approval. For the avoidance of doubt, HNCL shall not be liable under or in connection with this Agreement for any modifications, adaptations or amendments to any Deliverables made by or on behalf of the Client, 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.

11.6 Notwithstanding any other term of this Agreement, HNCL shall:

(a) be able during and after the Term to use any Deliverables which have been published, distributed or otherwise made available to the public, and the Client’s name and logo for the purposes of promoting its work and its business including in the HNCL Media, on the Social Media Channels, in credentials pitches and in its showreel. Any other use by HNCL shall be subject to the Client’s prior approval; and

(b) retain all know-how obtained in connection with the Services and Deliverables.

12 CONFIDENTIALITY

12.1 Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, its clients, customers, businesses, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

12.2 Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which it ought reasonably to expect the other party would regard as confidential.

12.3 Confidential Information shall exclude information which:

(a) at the time of receipt by the recipient is in the public domain;

(b) subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;

(c) is lawfully received by the recipient from a third party on an unrestricted basis; and/or

(d) is already known to the recipient before receipt hereunder.

12.4 Each party undertakes during the Term and for a period of twelve (12) months thereafter to maintain the confidentiality of the other party’s Confidential Information and to use no less adequate measures than it uses in respect of its own confidential information to keep the other party’s Confidential Information reasonably secure. 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.

12.5 Neither party shall be in breach of this clause 12 if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that the other party is, to the extent permissible by law, given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

12.6 For the avoidance of doubt, HNCL shall be entitled to disclose the Client’s Confidential Information to HNCL’s employees, agents, subcontractors and suppliers to the extent necessary to enable HNCL to provide the Services and Deliverables.

13 LIABILITY

13.1 Nothing in this Agreement shall exclude or in any way limit either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability to the extent such liability may not be excluded or limited as a matter of law.

13.2 Subject to clause 13.1, HNCL’s maximum aggregate liability under or in connection with:

(a) each of the Services specified in the Service Order, whether in contract, tort (including negligence) or otherwise (and including in respect of any indemnity), shall in no circumstances exceed the Fees paid or payable in respect of those Services; and

(b) this Agreement, whether in contract, tort (including negligence) or otherwise (and including in respect of any indemnity), shall in no circumstances exceed the greater of £50,000 and the Fees paid or payable in respect of this Agreement.

13.3 Subject to clause 13.1, in no event shall HNCL be liable under or in connection with this Agreement (including in respect of any indemnity), whether in contract, tort (including negligence) or otherwise, and whether or not such loss or damage is foreseeable, foreseen or known, for:

(a) loss of actual or anticipated income or profits;

(b) loss of goodwill or reputation;

(c) loss of anticipated savings;

(d) loss of data; or

(e) any indirect or consequential loss or damage of any kind.

13.4 Where either party agrees to indemnify and keep the other party indemnified (“Indemnifying Party”) under this Agreement, such indemnity shall not apply if the indemnified party (“Indemnified Party”) fails to comply with the following process in the event that a third party claim arises:

(a) the Indemnified Party must promptly notify the Indemnifying Party in writing of such claim;

(b) the Indemnified Party must not make any admission of liability, settlement or compromise without the prior written consent of the Indemnifying Party;

(c) the Indemnified Party must give the Indemnifying Party express authority to conduct all negotiations and litigation and to defend and/or settle all litigation arising from such claim; and

(d) the Indemnified Party must provide the Indemnifying Party with all available information and assistance in relation to such claim as the Indemnifying Party may reasonably require.

13.5 All warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law, including any condition of satisfactory quality or fitness for a particular purpose.

13.6 Each party shall use reasonable endeavours to mitigate any Losses.

13.7 The parties agree that the Client is best placed to assess its potential Losses and therefore to obtain insurance cover appropriate to cover any such Losses.

14 INSURANCE

14.1 HNCL shall take out and maintain insurance policies, including public liability insurance cover, to the value sufficient to meet its liabilities under or in connection with this Agreement.

14.2 The Client shall take out and maintain insurance policies, including public liability insurance cover, to the value sufficient to meet its liabilities under or in connection with this Agreement. Upon HNCL’s reasonable request the Client shall provide HNCL with evidence that such insurance is in place.

15 TERMINATION

15.1 Either party may terminate this Agreement or any Services, or part thereof, in accordance with, and subject to full compliance with, the provisions of clause 5 (Amendments and Cancellations).

15.2 HNCL may terminate this Agreement or any Services, or part thereof, at any time on giving written notice to the Client:

(a) in accordance with clause 5.7 (Amendments and Cancellations);

(b) under clause 7.10 (Fees);

(c) if the Client fails to pay to HNCL any undisputed sums due under this Agreement by the due date for payment and such sums remains outstanding five (5) Working Days after the Client receives notice in writing from HNCL requiring the Client to pay such sums;

(d) if the Client fails to comply with any Applicable Laws or Advertising Regulations;

(e) if the Client Materials and/or any Deliverables infringe any Applicable Laws, Advertising Regulations or the Intellectual Property Rights or any other rights of a third party; or

(f) if the Client is involved in any activity, or behaves in any manner, which HNCL believes may cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute.

15.3 Either party may terminate this Agreement or any Services, or part thereof, immediately upon giving written notice to the other party:

(a) under clause 18.4 (Force Majeure);

(b) the other party commits a material breach of this Agreement (excluding breach of a payment obligation) and such breach is not capable of remedy, or such breach is capable of remedy but is not remedied within thirty (30) days after the party in breach receives notice in writing requiring it to remedy such breach;

(c) if the other party suspends, or threatens to suspend payment of its debts or is unable to pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) if 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 or enters into any compromise or arrangement with its creditors (other than for the sole purpose of a solvent reconstruction or a scheme for a solvent amalgamation of that other party with other companies);

(e) if a petition is filed, or a notice is given, or a resolution is passed or an order is made for or in connection with the winding up of that other party (other than for the sole purpose of a solvent reconstruction or a scheme for a solvent amalgamation of that other party with other companies); or

(f) if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party.

16 CONSEQUENCES OF TERMINATION

16.1 Termination of this Agreement, or part thereof, shall be without prejudice to the parties’ accrued rights, remedies and liabilities.

16.2 Termination of only part of the Services in accordance with the terms of this Agreement by either party shall not serve to terminate this Agreement, which shall continue in full force and effect in respect of any surviving Services.

16.3 On termination of this Agreement, all outstanding Services shall automatically terminate.

16.4 On termination of this Agreement, or part thereof, for any reason:

(a) the Client shall pay HNCL all Fees and Third Party Costs due to HNCL (in accordance with clause 5 (Amendments and Cancellations) where relevant) including during any applicable notice period; and

(b) subject to clause 18.4, each party shall on the reasonable request of the other party promptly deliver or dispose of any and all materials and property belonging or relating to the other party (including all Confidential Information) and all copies of the same, which are then in its possession, custody or control and which relate to all affected Services, and shall on the request of the other party certify in writing that the same has been done.

16.5 Provisions of this Agreement which are either expressed to survive its termination or which from their nature or context are contemplated to survive termination (for the avoidance of doubt, including all express obligations of a party to reimburse the other party for any Losses) shall remain in full force and effect notwithstanding termination of this Agreement. Notwithstanding the generality of the foregoing, the following provisions of this Schedule 2 (General Terms and Conditions) shall survive termination of this Agreement (either indefinitely or for any period expressly stated): clause 3.6 (Client Materials), clause 5 (Amendments and Cancellations), clause 6.9 (approval rights), clause 7 (Fees), clause 8 (Third Party Services and Costs), clause 9 (Client Warranties), clause 11 (Intellectual Property Rights), clause 12 (Confidentiality), clause 13 (Liability), clause 16 (Consequences of Termination), clause 17 (Non-solicitation), clause 18 (Force Majeure), clause 21 (Notices), clause 22 (Assignment and Subcontracting), clause 23 (General) and clause 24 (Definitions and Interpretation).

17 NON-SOLICITATION

17.1 During the Term and for a further period of twelve (12) months after its termination, the Client shall not (except with the prior written approval of HNCL) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of HNCL any person employed or engaged by HNCL in the provision of any Services or Deliverables, other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other party.

18 FORCE MAJEURE

18.1 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”).

18.2 Force Majeure Events shall include but not be limited to the following events affecting either party or its Affiliates:

(a) strikes, lock-outs or other industrial action (other than strikes, lock-outs or other industrial action of any Associates of the party seeking to rely on the Force Majeure Event);

(b) civil commotion, riot, invasion, war (whether declared or not), terrorism, or threat of or preparation for war or terrorist attack;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and/or

(e) compliance with any law or governmental order, rule, regulation or direction.

18.3 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, provide a written notice to the other party, giving details of the Force Majeure Event, its likely duration and the manner and extent to which its obligations are likely to be prevented or delayed.

18.4 If any Force Majeure Event occurs, the date(s) for performance of the affected obligation(s) shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding two (2) months, the non-affected party shall have the right to terminate this Agreement immediately on written notice to the affected party. Each party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.

18.5 If any production of the Deliverables is cancelled, delayed or disrupted due to an act or threatened act of terrorism or military action:

(a) HNCL shall use its reasonable endeavours to recover any Third Party Costs relating to the cancelled, delayed or disrupted Deliverables and will account to the Client for any such Third Party Costs it is able to recover;

(b) the Client will be liable to HNCL and will reimburse HNCL for any Third Party Costs relating to the cancelled, delayed or disrupted Deliverables which HNCL is not able to recover or which HNCL is committed to pay, as well as any Losses suffered by HNCL as a result of such act or threatened act of terrorism or military action.

19 DATA PROTECTION

19.1 The following terms shall have the following meanings for the purposes of this clause 19:

(a) “Controller” shall have the same meaning as defined in Data Privacy Laws;

(b) “Personal Data” shall have the same meaning as defined in Data Privacy Laws;

(c) “Processing” shall have the same meaning as defined in Data Privacy Laws; and

(d) “Processor” shall have the same meaning as defined in Data Privacy Laws;

19.2 The parties confirm that where any Services require HNCL’s processing of personal data on behalf of the Client (“Client Personal Data”), HNCL shall be the Processor and the Client shall be the Controller with respect to such processing.

19.3 From the Effective Date, the parties hereby acknowledge and agree that the provisions of Article 28(3)(a)-(h) of the GDPR are incorporated into this Agreement, with any necessary changes to give full effect to such provisions.

19.4 Each party shall comply with the obligations imposed on it by applicable Data Privacy Laws with regard to Client Personal Data processed by each party in connection with the Services. Without prejudice to the foregoing, the Client confirms that it has obtained any and all consents necessary to enable the Client to make the Client Personal Data available to HNCL.

19.5 Where, by operation of this clause 19, HNCL is obliged to provide assistance to the Client, or to third parties at the request of the Client, such assistance shall be provided at the sole cost and expense of the Client, save where such assistance directly arises from HNCL’s breach of its obligations under this Agreement, in which event the costs of such assistance shall be borne by HNCL.

19.6 Notwithstanding any other provision of this Agreement, HNCL shall be entitled to sub-contract any part of the Services requiring the processing of Client Personal Data, subject to the following conditions:

(a) HNCL shall notify the Client in writing of its intention to engage such sub-contractor, giving details of the identity of such sub-contractor and the services to be supplied by it; and

(b) the Client shall be deemed to have approved the engagement of the sub-contractor if it has not served a notice in writing on HNCL objecting to such appointment within five (5) Working Days of the date that the notice is deemed to be received by the Client in accordance with clause 21 (Notices).

19.7 If this clause 19 conflicts with any other provision of this Agreement, the provisions of this clause 19 shall prevail to the extent of such conflict.

20 ANTI-BRIBERY

20.1 Both parties:

(a) shall comply with the Bribery Act 2010 and any guidance issued by any governmental department relating to such legislation (“Bribery Act”)

(b) shall not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK;

(c) shall maintain in place throughout the Term (and enforce where appropriate) its own policies and procedures to ensure compliance with the Bribery Act;

(d) shall promptly report to the other any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement; and

(e) shall ensure that it imposes written terms on any sub-contractor connected with the matters arising under this Agreement which are at least equivalent to those imposed on the Agency in this clause 20.

21 NOTICES

21.1 A notice given to a party under or in connection with this Agreement shall be in writing and sent to the party at the address given in this Agreement or as otherwise notified in writing to the other party, and addressed to the Client Contact in the case of the Client and the HNCL Contact in the case of HNCL.

21.2 The following table sets out methods by which a notice may be sent and, if sent by that method, the corresponding deemed delivery date and time:

Delivery Method Deemed Delivery Date and Time

Delivery by hand On signature of a delivery receipt

Pre-paid first class recorded delivery post or other next Working Day delivery service providing proof of postage 9.00 am on the second Working Day after posting

Pre-paid airmail providing proof of postage 9.00 am on the fifth Working Day after posting

21.3 For the purpose of this clause 21 and calculating deemed receipt all references to time are to local time in the place of deemed receipt.

21.4 This clause 21 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.

21.5 Unless otherwise expressly stated in this Agreement, a notice given under this Agreement is not valid if sent by email or fax.

22 ASSIGNMENT AND SUBCONTRACTING

22.1 Neither party may assign, transfer or charge or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written approval of the other party.

22.2 HNCL shall be entitled to sub-contract its performance of the Services and/or Deliverables provided that any sub-contracting shall not relieve HNCL of its obligations to the Client under this Agreement.

23 GENERAL

23.1 This Agreement, and all documents entered into pursuant to this Agreement, contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. Each of the parties acknowledges and agrees that:

(a) in entering into this Agreement, and all documents entered into pursuant to this Agreement, it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than the statements, representations, warranties and understandings expressly set out in this Agreement or any document entered into pursuant to this Agreement; and

(b) its only remedies in connection with any statements, representations, warranties and understandings expressly set out in this Agreement, and all documents entered into pursuant to this Agreement, shall be for breach of contract as provided in this Agreement and all documents entered into pursuant to this Agreement. Nothing in this clause 23.1 shall, however, operate to limit or exclude any liability for fraud.

23.2 No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

23.3 Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

23.4 The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

23.5 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

23.6 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

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

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

24 DEFINITIONS AND INTERPRETATION

24.1 In this Agreement, references to clauses and Schedules are to clauses of and Schedules to this Agreement. A reference to this Agreement includes its Schedules.

24.2 Except as otherwise stated in this Agreement, if there is any conflict or inconsistency between different parts of this Agreement, the following order of precedence shall apply:

(a) Schedule 2 (General Terms and Conditions);

(b) Schedule 3 (Special Terms and Conditions);

(c) Schedule 1 (The Services Order).

24.3 Unless the context otherwise requires:

(d) any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and

(e) any reference to an enactment of legislation includes any subordinate legislation made from time to time under it and is to be construed as references to that enactment as from time to time amended or modified or any enactment replacing it.

24.4 Definitions which are relevant and used only within a particular clause or Schedule are defined in that clause or Schedule but otherwise the following definitions shall apply to this Agreement:

“Ad Specification”: the specification of the Client Materials and Deliverables to be published by HNCL pursuant to the Online and Print Advertising Services, as specified in the Services Order;

“Advertising Regulations”: any present or future applicable code of practice or adjudication of the Committee of Advertising Practice, Broadcast Committee of Advertising Practice or the Advertising Standards Authority and includes any applicable modification, extension or replacement thereof in force from time to time;

“Affiliate”: any company, partnership or other entity which at any time directly or indirectly controls, is controlled by or is under common control with either party including as a subsidiary, parent or holding company;

“Agreement”: this brand promotion services agreement, comprising the Cover Sheet, Schedule 1 (The Services Order), Schedule 2 (General Terms and Conditions) and Schedule 3 (Special Terms and Conditions);

“Applicable Laws”: all applicable laws, statutes and regulations from time to time in force;

“Assumptions”: the key assumptions based on which the Services shall be provided, as specified in the Services Order;

“Campaign”: the Client’s product launch or other marketing campaign which is the subject of the Services, as specified in the Services Order;

“Cancellation Fee”: the fee payable by the Client in the event of cancellation of the Services or part thereof, as specified in the Services Order;

“Client Contact”: the individual representative of the Client identified in The Cover Sheet;

“Client Materials”: means any client equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos and any other materials or information owned by or licensed to the Client which are provided to HNCL by or on behalf of the Client under this Agreement;

“Client Responsibilities”: the obligations of the Client required to be complied with in order for HNCL to provide the Services, as specified in the Services Order;

“Confidential Information”: has the meaning given in clause 12.1;

“Completion Date”: the date on which all Services and other obligations of the parties under this Agreement have been fully performed;

“Consents”: all consents, approvals, permits, licences, permissions and authorities (whether statutory, regulatory or contractual) required by a party to fulfil its obligations under this Agreement;

“Content Standards”: the standards specified in clause 3.7;

“Cover Sheet”: the front page of this Agreement setting out the details of the Client;

“Data Privacy Laws” shall mean the following as amended, extended or re-enacted from time to time: (i) EC Directive 2002/58/EC on Privacy and Electronic Communications; (ii) EC Regulation 2016/679 (“GDPR”) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; (iii) all local laws or regulations implementing or supplementing the EU legislation mentioned in (i)-(ii) above; and (iv) all codes of practice and guidance issued by national regulators relating to the laws, regulations and EU legislation mentioned in (i)–(iii) above.

“Deliverables”: all advertising, marketing, creative and other materials which are to be created by HNCL in the performance of the Services, as may be specified in the Services Order, and for the avoidance of doubt including: (i) Posts and Marketing Emails; and (ii) HNCL Ads, Sponsored Content and certain Branded Content (all as defined in clause 5.1 of Schedule 3 (Special Terms and Conditions);

“Delivery Dates”: the date or dates by which the Client must deliver the relevant Client Materials to HNCL to enable HNCL to perform the Services, as specified in the Services Order;

“Display Dates”: the date or dates on which the Client Materials are to be displayed in the Premises, as specified in the Services Order;

“Display Screen Advertising Services”: the display screen advertising services more particularly described in the Services Order and clause 4 of Schedule 3 (Special Terms and Conditions);

“Display Exclusions”: any Client-requested exclusions relating to the Display Screen Advertising Services, as specified in the Services Order;

“Display Frequency”: the frequency at which the Client Materials are to be displayed on the Display Screens, as specified in the Services Order;

“Display Screens”: electronic advertising display screens operated by HNCL at the Premises;

“Distribution Schedule”: the distribution dates applicable to certain Deliverables, as specified in the Services Order;

“Effective Date”: the date of this Agreement;

“Email Marketing Services”: the email marketing services more particularly described in the Services Order and clause 7 of Schedule 3 (Special Terms and Conditions);

“Email Specification”: the brief/specification of the Marketing Emails, as specified in the Services Order;

“Event”: the Client’s product launch or other marketing event to be held on the Event Space, as specified in the Services Order;

“Event Dates”: the dates on which the Event is permitted to be held, as specified in the Services Order;

“Event Specification”: the design specification for the Event setting out full details of the layout, configuration, styling, lighting design and branding of the Event, together with a description of the equipment and other Client Materials to be used in connection with the hosting of the Event and the expected number of attendees;

“Fees”: the fees payable by the Client in respect of the Services, as specified in the Services Order;

“Force Majeure Event”: has the meaning given in clause 18 (Force Majeure);

“General Terms and Conditions”: the terms and conditions which apply to all Services provided under this Agreement, as set out in Schedule 2 of this Agreement;

“HNCL Contact”: the individual representative of HNCL identified in The Cover Sheet;

“HNCL Magazine”: HNCL’s print magazine published under the title HN Magazine and distributed to customers in-store;

“HNCL Media”: the HNCL Magazine and the HNCL Website;

“HNCL Policies”: the HNCL policies and procedures notified to the Client from time to time;

“HNCL Website”: HNCL’s consumer-facing website, which is accessible at www.harveynichols.com/;

“In-scope Items”: items to be included in the provision of the Services, as specified in the Services Order;

“Installation Dates”: the period during which the Client is permitted to install the Terrace Takeover and/or Event, as specified in the Services Order;

“Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Losses”: means losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses), subject to clause 13.2 and clause 13.3;

“Marketing Emails”: the emails to be sent by HNCL pursuant to the Email Marketing Services, as specified in the Services Order;

“Online and Print Advertising Services”: the online and print advertising services more particularly described in the Services Order and clause 5 of Schedule 3 (Special Terms and Conditions);

“Out-of-scope Items”: items which are outside the scope of the Services, as specified in the Services Order;

“Payment Schedule”: the payment terms applicable to each of the Services, as specified in the Services Order;

“Post Specification”: the brief/specification of the Posts, as specified in the Services Order;

“Posts”: the social media posts to be posted by HNCL pursuant to the Social Media Services, as specified in the Services Order;

“Premises”: the Harvey Nichols flagship store located at 109-125 Knightsbridge, London SW1X 7RJ;

“Promotional Materials”: all invitations, flyers and other advertising, marketing and promotional materials to be prepared and used by the Client for the purposes of promoting the Terrace Takeover and/or Event Services;

“Publication Schedule”: the publication dates applicable to certain Deliverables, as specified in the Services Order;

“Removal Dates”: the period during which the Client is required to remove the Client Materials and its other property from the Premises, as specified in the Services Order;

“Services”: all Display Screen Advertising Services, Email Marketing Services, Online and Print Advertising Services, Social Media Services, Terrace Hire Services and Window Display Services specified in the Services Order;

“Services Order”: the document setting out the Client-specific details of the Services to be provided under this Agreement, as set out in Schedule 1 of this Agreement;

“Social Media Accounts”: the HNCL social media accounts to be used pursuant to the Social Media Services, as specified in the Services Order;

“Social Media Services”: the social media services more particularly described in the Services Order and clause 6 of Schedule 3 (Special Terms and Conditions);

“Special Terms and Conditions”: the terms and conditions which set out additional terms and conditions applicable to the different Services provided under this Agreement, as set out in Schedule 3 of this Agreement;

“Takeover Dates”: the dates on which the Terrace will be made available for the Terrace Takeover, as specified in the Services Order;

“Takeover Specification”: the design specification for the Terrace Takeover, setting out full details of the proposed layout, configuration, styling, décor, branding and fit out of the Terrace during the Takeover Dates, including full details of the furniture, equipment, signage, displays, consumables, products and other Client Materials to be used;

“Target Audience”: the intended recipients of the Marketing Emails;

“Technical Standards”: has the meaning given in clause 3.8;

“Term”: has the meaning given in clause 1.1;

“Terrace”: the Fifth Floor Terrace at the Harvey Nichols flagship store located at 109-125 Knightsbridge, London SW1X 7RJ;

“Terrace Takeover” the Client’s branding of the Terrace during the Takeover Dates in accordance with the Takeover Specification;

“Terrace Takeover Services”: the Terrace Takeover and related services more particularly described in the Services Order and clause 2 of Schedule 3 (Special Terms and Conditions);

“Third Party Contracts”: has the meaning given in clause 8.3;

“Third Party Costs”: has the meaning given in clause 8.1;

“Third Party Materials”: materials protected by Intellectual Property Rights which are either commissioned by HNCL 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;

“Window Display Services”: the window display services more particularly described in the Services Order and clause 3 of Schedule 3 (Special Terms and Conditions);

“Window Displays”: curated product displays installed in the Windows;

“Window Specification”: the design specification for the Window Displays setting out full details of the layout, configuration, styling, lighting design and branding of the Window Displays, together with a description of the Client Materials to be featured in the Window displays;

“Windows”: the external facing display windows at the Premises to be made available to the Client under this Agreement, as specified in the Services Order;

“Working Day”: any day other than a Saturday, Sunday or bank or public holiday in England.

APPENDIX 2 - SPECIAL TERMS AND CONDITIONS

1 DEFINITIONS AND INTERPRETATION

1.1 The Definitions and rules of interpretation set out in Schedule 2 (General Terms and Conditions) shall apply in this Schedule 3.

1.2 Definitions that are relevant and used only within a particular clause of this Schedule 3 are defined in that clause.

2 TERRACE HIRE SERVICES

2.1 If the Client has purchased Terrace Takeover Services, HNCL shall use commercially reasonable endeavours to make the Terrace available to the Client for the Terrace Takeover at the times specified in the Services Order, subject to the terms of this Agreement. The Client acknowledges that the Terrace may become unavailable from time to time due to unforeseen circumstances, including inclement weather, security incidents and/or other emergencies.

2.2 The Client shall, at its own cost, prepare the Takeover Specification and Promotional Materials (where applicable) and ensure that the Takeover Specification and Promotional Materials comply with all Applicable Laws and Advertising Regulations and do not infringe the Intellectual Property Rights or any other rights of a third party.

2.3 Except as provided in the Services Order, the Client shall be solely responsible, at its own cost, for providing all equipment and other materials specified in the Takeover Specification and for ensuring that such equipment and materials comply with all Applicable Laws.

2.4 The Client shall ensure that the Takeover Specification, Promotional Materials and all equipment and materials referred to in clause 2.3 are of a standard, quality and finish appropriate to and in keeping with the high-end status of the Premises and the HNCL brand values of luxury, quality and exclusivity.

2.5 The Client shall obtain HNCL’s prior approval of the Takeover Specification, Promotional Materials and all equipment and materials referred to in clause 2.3. HNCL shall be entitled to grant or refuse such approval, and to request any changes to the Takeover Specification and/or Promotional Materials and/or impose any conditions on approval, in its absolute discretion, provided that nothing in this clause shall relieve the Client of its obligations under clause 2.2 and clause 2.3.

2.6 The Client shall, at its own cost, take out and maintain insurance policies, including public liability insurance cover, to the value sufficient to meet its liabilities in connection with the Terrace Takeover. Upon HNCL’s reasonable request the Client shall provide HNCL with evidence that such insurance is in place.

2.7 HNCL shall provide reasonable cooperation to the Client, including providing reasonable access to the Terrace and other relevant parts of the Premises, to enable the Client to prepare the Takeover Specification and Promotional Materials.

2.8 The Client shall, at its own cost, carry out the installation of the Terrace Takeover strictly in accordance with the Takeover Specification. HNCL shall provide the Client and the Client’s subcontractors with reasonable access to the Terrace, and other relevant parts of the Premises, on the Installation Dates for the purposes of installing the Terrace Takeover. An employee of the Client shall be in attendance throughout the installation of the Terrace Takeover.

2.9 HNCL shall be entitled to inspect the installation of the Terrace Takeover to ensure that it meets the Takeover Specification. If, in the reasonable opinion of HNCL, the installation of the Terrace Takeover does not meet the Takeover Specification, HNCL shall be entitled to require the Client to remedy any defect in the installation without undue delay and in any case within 24 hours of notification of the defect.

2.10 The Client shall throughout the Takeover Dates (and, where applicable, the Installation Dates and Removal Dates) comply, and ensure that the Terrace Takeover complies:

(a) fully with the Takeover Specification, conducting regular visual inspections of the Terrace Takeover to assess compliance with the Takeover Specification and to identify any health and safety issues and/or any damage to the Terrace and/or any furniture or equipment at the Terrace (whether belonging to the Client or HNCL);

(b) with all Consents;

(c) with all HNCL Policies notified to the Client and all other reasonable instructions of HNCL concerning access to and use of the Premises; and

(d) with all Applicable Laws including all applicable health and safety laws and regulations.

2.11 The Client shall promptly report to HNCL in writing any issues identified pursuant to the visual inspections required under clause 2.10(a). If the Client becomes aware, or HNCL notifies the Client, of such an issue or a breach of clause 2.10 and/or the Content Standards, the Client shall promptly remedy the defect at its own cost.

2.12 If the Client becomes aware, or HNCL notifies the Client, that any equipment and/or materials referred to in clause 2.3 have ceased to be of the quality, standard or finish specified in clause 2.4, the Client shall promptly remedy the defect at its own cost. By way of example only, if any soft furnishings used in relation to the Terrace Takeover become soiled or over-worn, or any floral arrangements deteriorate, the Client shall be responsible for cleaning or replacing (as applicable) such elements of the Terrace Takeover at its own cost in order to preserve the overall integrity of the Terrace Takeover.

2.13 Following completion of the Terrace Takeover, the Client shall promptly uninstall the Terrace Takeover and restore the Terrace to its pre-installation condition by no later than the Removal Dates, failing which HNCL shall be entitled to remove any property of the Client left on the Premises and, at its sole discretion, either store such property at the Client’s cost or dispose of such property as it sees fit. HNCL shall provide the Client and the Client’s subcontractors with reasonable access to the Terrace, and other relevant parts of the Premises, on the Removal Dates for the purposes of uninstalling the Terrace Takeover. An employee of the Client shall be in attendance throughout the uninstallation of the Terrace Takeover.

2.14 All property of the Client shall at all times remain at the sole risk of the Client whilst on the Premises, provided that HNCL shall be responsible for loss or damage to such property caused by its own deliberate or negligent act or omission.

2.15 The Client shall ensure that no damage or injury is caused to any part of the Premises, or to any person or property on the Premises, by it or its subcontractors whilst on the Premises, including during the installation and uninstallation of the Terrace Takeover and any visual inspections carried out during the Takeover Dates. The Client shall immediately notify HNCL in writing if it becomes aware of any damage or injury to the Terrace or any other part of the Premises, or any property of HNCL or a third party on the Premises, or of any injury to any person at the Premises.

2.16 The Client shall not, and shall procure that its subcontractors shall not, at any time do or omit to do anything at the Terrace, or on the Premises generally, which may interrupt, obstruct or otherwise interfere with HNCL’s business or its customers or cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute.

2.17 The Client shall procure that any person attending the Premises on behalf of the Client complies with Applicable Laws, Consents and HNCL Policies and otherwise behaves in a safe and respectful manner whilst on the Premises. HNCL reserves the right at any time in its absolute discretion to remove or require the removal from the Premises of any person who does not comply with the requirements of this clause 2.17 or behaves in any other manner which in HNCL’s reasonable opinion may interrupt, obstruct or otherwise interfere with HNCL’s business or its customers or cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute.

2.18 Notwithstanding any other provision of this Agreement, and without prejudice to its other rights and remedies, HNCL reserves the right at any time, at its option, to terminate the Client’s access to the Terrace and any other part of the Premises in the event of a breach of this clause 2 or if, in HNCL’s reasonable opinion, the Terrace Takeover (or any part thereof) causes or is likely to cause damage to HNCL’s brand, business or reputation or otherwise bring HNCL into disrepute.

2.19 The Client shall reimburse HNCL in full for any Losses arising out of or in connection with:

(a) any loss or damage to the Premises and/or any other property of HNCL on the Premises to the extent such loss or damage is attributable to the acts or omissions of the Client or its subcontractors; and

(b) any claim made against HNCL by a third party for death, personal injury or damage to property arising out of or in connection with the Terrace Takeover, to the extent such death, injury or damage is attributable to the acts or omissions of the Client or its subcontractors.

2.20 Nothing in this Agreement is intended to grant to the Client or its attendees any right, title or interest in or to the Premises, including the Terrace, except the limited right to access the Terrace and other relevant parts of the Premises solely for the purposes of the Terrace Takeover in accordance with the terms of this Agreement.

3 WINDOW DISPLAY SERVICES

3.1 If the Client has purchased Window Display Services, HNCL shall use commercially reasonable endeavours to make the Windows available to the Client for the Window Displays at the times specified in the Services Order, subject to the terms of this Agreement.

3.2 The Client shall, at its own cost, prepare the Window Specification and ensure that the Window Specification complies with all Applicable Laws and does not infringe the Intellectual Property Rights or any other rights of a third party.

3.3 The Client shall ensure that the Window Specification is of a standard, quality and finish appropriate to and in keeping with the high-end status of the Premises and the HNCL brand values of luxury, quality and exclusivity.

3.4 The Client shall obtain HNCL’s prior approval of the Window Specification. HNCL shall be entitled to grant or refuse such approval, and to request any changes to the Window Specification and/or impose any conditions on approval, in its absolute discretion, provided that nothing in this clause shall relieve the Client of its obligations under clause 3.2.

3.5 Except as agreed in writing by HNCL, the Client shall be solely responsible, at its own cost, for obtaining all necessary Consents for the Window Displays and for complying with such Consents.

3.6 HNCL shall provide reasonable cooperation to the Client, including providing reasonable access to the relevant parts of the Premises, to enable the Client to prepare the Window Specification.

3.7 The Client shall, at its own cost, carry out the installation of the Window Displays in accordance with the Window Specification. HNCL shall provide the Client and the Client’s subcontractors with reasonable access to the relevant parts of the Premises on the Installation Dates for the purposes of installing the Window Displays. An employee of the Client shall be in attendance through the installation of the Window Displays.

3.8 HNCL shall be entitled to inspect the installation to ensure that it meets the Window Specification. If, in the reasonable opinion of HNCL, the installation of the Window Displays does not meet the Window Specification, HNCL shall be entitled to require the Client to remedy any defect in the installation prior to the public display of the Window Displays. For the avoidance of doubt, the Window Displays shall not be put on public display until the installation has been completed to the reasonable satisfaction of HNCL.

3.9 The Client shall throughout the Display Dates (and, where applicable, the Installation Dates and Removal Dates):

(a) maintain the Window Displays in the manner specified in the Window Specification;

(b) comply, and ensure the Window Displays comply, with all Consents;

(c) comply, and ensure the Window Displays comply, with all HNCL Policies notified to the Client and all other reasonable instructions of HNCL concerning access to and use of the Premises; and

(d) comply, and ensure the Window Displays comply, with all Applicable Laws including all applicable health and safety laws and regulations.

3.10 If the Client becomes aware, or HNCL notifies the Client, that any of the Window Displays are not in compliance with clause 3.9 and/or the Content Standards, the Client shall promptly remedy the defect at its own cost.

3.11 The Client shall promptly uninstall the Window Displays and restore the Windows to their pre-installation condition by no later than the Removal Dates, failing which HNCL shall be entitled to remove the Window Displays and any other property of the Client left on the Premises and, at its sole discretion, either store such property at the Client’s cost or dispose of such property as it sees fit. HNCL shall provide the Client and the Client’s subcontractors with reasonable access to the relevant parts of the Premises on the Removal Dates for the purposes of uninstalling the Window Displays. An employee of the Client shall be in attendance throughout the uninstallation of the Window Displays.

3.12 All property of the Client shall at all times remain at the sole risk of the Client whilst on the Premises, provided that HNCL shall be responsible for loss or damage to such property caused by its own deliberate or negligent act or omission.

3.13 The Client shall ensure that no damage or injury is caused to any part of the Premises, or to any person or property on the Premises, by it or its subcontractors whilst on the Premises, including during the installation and uninstallation of the Window Displays. The Client shall immediately notify HNCL in writing if it becomes aware of any damage or injury to any part of the Premises, or any property of HNCL or a third party on the Premises, or of any injury to any person at the Premises.

3.14 The Client shall not, and shall procure that its subcontractors shall not, at any time do or omit to do anything on the Premises which may interrupt, obstruct or otherwise interfere with HNCL’s business or its customers or cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute.

3.15 Notwithstanding any other provision of this Agreement, and without prejudice to its other rights and remedies, HNCL reserves the right at any time, at its option, to conceal or remove the Window Displays and/or to suspend or terminate the Client’s access to any part of the Premises in the event of a breach of this clause 3 or if, in HNCL’s reasonable opinion, the Window Displays cause or are likely to cause damage to HNCL’s brand, business or reputation or otherwise bring HNCL into disrepute.

3.16 The Client shall reimburse HNCL in full for any Losses arising out of or in connection with:

(a) any loss or damage to the Premises and/or any other property of HNCL on the Premises to the extent such loss or damage is attributable to the acts or omissions of the Client or its subcontractors; and

(b) any claim made against HNCL by a third party for death, personal injury or damage to property arising out of or in connection with the Window Displays, to the extent such death, injury or damage is attributable to the acts or omissions of the Client or its subcontractors.

3.17 Nothing in this Agreement is intended to grant to the Client any right, title or interest in or to the Premises, except the limited right to access the Premises solely for the purposes of installing, uninstalling and managing the Window Displays in accordance with the terms of this Agreement.

4 DISPLAY SCREEN ADVERTISING SERVICES

If the Client has purchased Display Screen Advertising Services, HNCL shall use commercially reasonable endeavours to display the Client Materials on the Display Screens in accordance with the Display Dates, the Display Frequency and any Display Exclusions, subject to the terms of this Agreement.

5 ONLINE AND PRINT ADVERTISING SERVICES

5.1 The following terms have the following meanings for the purpose of this clause 5:

(a) “Ad” means Branded Content, Client Ads, HNCL Ads and Sponsored Content;

(b) “Branded Content” means content (excluding Sponsored Content), including advertorial, that: (i) comprises HNCL Materials and/or Client Materials; (ii) is created by or on behalf of HNCL; (iii) is intended to promote the Client, its goods, services and/or its opinions; (iv) is published or intended to be published in the Media under the terms of this Agreement; and (v) in order to comply with Advertising Regulations, is likely to require signposting as advertising content to distinguish it from editorial content or Sponsored Content;

(c) “Client Ad” means any advertisement comprising wholly or mainly of Client Materials that is supplied to HNCL by or on behalf of the Buyer under this Agreement and is published or intended to be published in the Media under the terms of this Agreement (but excluding HNCL Ads, Branded Content and Sponsored Content);

(d) “HNCL Ad” means any advertisement comprising Client Materials and HNCL Materials that is created or commissioned by or on behalf of HNCL under this Agreement for the Client and is published or intended to be published in the Media under the terms of this Agreement;

(e) “HNCL Materials” means any materials created, commissioned or reworked by or on behalf of HNCL under this Agreement including artwork, copy, designs, photographs, video recording, character, music, voice over, sound recording, performance, painting, logo, active URLs, software, methodology, know-how and processes, or any other materials protected by Intellectual Property Rights whether or not they are incorporated in the Ads;

(f) “Sponsored Content” means any content that: (i) is created by or on behalf of HNCL and comprises HNCL Materials only or HNCL Materials and such other materials as are subject to the sole editorial control of HNCL; and (ii) is published or is intended to be published in the Media under the terms of this Agreement;

5.2 If the Client has purchased Online and Print Advertising Services, HNCL shall use commercially reasonable endeavours to publish the Ads in accordance with the Specification in the Media on the Publication Dates, subject to the terms of this Agreement.

5.3 Where, as part of the Services, HNCL produces HNCL Ads or Branded Content for the Client, HNCL shall do so in accordance with the brief set out in the Services Order (if applicable) and this Agreement.

5.4 HNCL shall seek the Client’s approval of HNCL Ads and Branded Content in accordance with clause 6.4(b) and clause 6.5 of Schedule 2 (General Terms and Conditions).

5.5 Notwithstanding any other term of this Agreement (including clause 6 (Approvals and Authority) of Schedule 2 (General Terms and Conditions)), the Client shall have no approval rights over Sponsored Content. The Client acknowledges that Sponsored Content shall be subject to the sole editorial control of HNCL and the Client shall not provide any Client Materials to HNCL or otherwise have any input into such content.

5.6 The Client acknowledges that HNCL may label Sponsored Content as “sponsored by” (or such other label as HNCL deems appropriate in its sole discretion) to ensure that it complies with Applicable Laws and Advertising Regulations.

5.7 The Client acknowledges that Branded Content may need to be labelled as advertising to comply with Applicable Laws and Advertising Regulations and that if the Branded Content is not obviously identifiable as a marketing communication (as determined by HNCL in its sole discretion) HNCL may refuse to publish such Branded Content.

6 SOCIAL MEDIA SERVICES

6.1 If the Client has purchased Social Media Services, HNCL shall write and publish the Posts about the Campaign on the Social Media Accounts in accordance with the Post Specification and Publication Schedule, subject to the terms of this Agreement.

6.2 Notwithstanding any other term of this Agreement (including clause 6 (Approvals and Authority) of Schedule 2 (General Terms and Conditions)), the Client shall have no approval rights over Posts. Subject to the Post Specification, HNCL shall have full editorial control over all Posts to be posted on the Social Media Accounts by HNCL under this Agreement.

6.3 HNCL shall ensure that all Posts:

(a) comply with Applicable Laws and Advertising Regulations, for example by including such wording, hashtags or other devices as HNCL considers necessary for the purpose of ensuring the content is obviously identifiable as an advertisement and that that HNCL has a commercial relationship with the Client;

(b) do not infringe the Intellectual Property Rights or any other rights of a third party;

(c) do not feature or refer to third parties without their prior consent; and

(d) do not include any statements reasonably likely to be seen to be derogatory of the Client or their products, services or brands.

6.4 Each Post, once published, shall remain on the Social Media Accounts for a period of at least six (6) months, provided that HNCL may at any time remove any Post from the relevant Social Media Accounts if HNCL has reason to believe that such Post is or may be:

(a) in breach of Applicable Laws or Advertising Regulations;

(b) in breach of the Content Standards;

(c) in breach of this Agreement.

7 EMAIL MARKETING SERVICES

7.1 If the Client has purchased Email Marketing Services, HNCL shall write and distribute the Marketing Emails about the Campaign to the Target Audience in accordance with the Email Specification and the Distribution Schedule, subject to the terms of this Agreement.

7.2 Notwithstanding any other term of this Agreement (including clause 6 (Approvals and Authority) of Schedule 2 (General Terms and Conditions)), the Client shall have no approval rights over Marketing Emails. Subject to the Email Specification, HNCL shall have full editorial control over all Marketing Emails to be distributed by HNCL under this Agreement.

7.3 HNCL shall ensure that all Marketing Emails comply with Applicable Laws (including Data Privacy Laws) and Advertising Regulations. In particular, all Marketing Emails shall include an unsubscribe link, a link to HNCL’s privacy notice and, where necessary, such wording or other devices as HNCL considers necessary for the purpose of ensuring that the content of the Marketing Email is obviously identifiable as an advertisement and/or disclosing the fact that HNCL has a commercial relationship with the Client.

8 EVENT SERVICES

8.1 If the Client has purchased Event Services, HNCL shall use commercially reasonable endeavours to make the Event Space available to the Client for the Event at the times specified in the Services Order, subject to the terms of this Agreement. The Client acknowledges that the Event Space may become unavailable from time to time due to unforeseen circumstances, including inclement weather, security incidents and/or other emergencies.

8.2 Unless otherwise agreed in writing, the Client shall, at its own cost, prepare the Event Specification and Promotional Materials and ensure that the Event Specification and Promotional Materials comply with all Applicable Laws and Advertising Regulations and do not infringe the Intellectual Property Rights or any other rights of a third party.

8.3 Except as provided in the Services Order, the Client shall be solely responsible, at its own cost, for providing all other equipment, catering supplies, products, consumables and other materials required for the hosting of the Event and for ensuring that such equipment and materials comply with all Applicable Laws.

8.4 The Client shall ensure that the Event Specification, Promotional Materials and all equipment and materials referred to in clause 8.3 are of a standard, quality and finish appropriate to and in keeping with the high-end status of the Premises and the HNCL brand values of luxury, quality and exclusivity.

8.5 The Client shall obtain HNCL’s prior approval of the Event Specification, Promotional Materials and all equipment and materials referred to in clause 8.3. HNCL shall be entitled to grant or refuse such approval, and to request any changes to the Event Specification and/or Promotional Materials and/or impose any conditions on approval, in its absolute discretion, provided that nothing in this clause shall relieve the Client of its obligations under clause 8.2 and clause 8.3.

8.6 Except as agreed in writing by HNCL, the Client shall be solely responsible, at its own cost, for obtaining all necessary Consents for the Event and for complying with such Consents.

8.7 The Client shall, at its own cost, take out and maintain insurance policies, including public liability insurance cover, to the value sufficient to meet its liabilities in connection with the Event. Upon HNCL’s reasonable request the Client shall provide HNCL with evidence that such insurance is in place.

8.8 Unless otherwise agreed in writing, the Client shall be solely responsible, at its own cost, for preparing and managing the guest list for the Event. The Client shall ensure that the number of attendees at the Event shall not at any time exceed the Event Space Capacity.

8.9 HNCL shall provide reasonable cooperation to the Client, including providing reasonable access to the Event Space and other relevant parts of the Premises, to enable the Client to prepare the Event Specification and Promotional Materials.

8.10 The Client shall, at its own cost, carry out the installation of the Event in accordance with the Event Specification. HNCL shall provide the Client and the Client’s subcontractors with reasonable access to the Event Space, and other relevant parts of the Premises, on the Installation Dates for the purposes of installing the Event. An employee of the Client shall be in attendance throughout the installation of the Event.

8.11 HNCL shall be entitled to inspect the installation to ensure that it meets the Event Specification. If, in the reasonable opinion of HNCL, the installation of the Event does not meet the Event Specification, HNCL shall be entitled to require the Client to remedy any defect in the installation prior to the start of the Event. For the avoidance of doubt, the Event shall not open until the installation has been completed to the reasonable satisfaction of HNCL.

8.12 HNCL shall provide the Client and the Client’s subcontractors and attendees with reasonable access to the Event Space on the Event Dates for the purposes of hosting and managing the Event.

8.13 The Client shall throughout the Event Dates (and, where applicable, the Installation Dates and Removal Dates):

(a) maintain the Event Space in the manner specified in the Event Specification;

(b) display in the Event Space any notices required to be displayed by Applicable Laws, by any applicable Consents or by HNCL;

(c) comply with all Consents;

(d) comply with all HNCL Policies notified to the Client and all other reasonable instructions of HNCL concerning access and use of the Premises;

(e) comply with all Applicable Laws including all applicable food, health and safety laws and regulations; and

(f) provide appropriate allergy information (including by displaying prominent notices) in respect of any food and beverages to be made available to attendees at the Event.

8.14 Following completion of each Event Date, the Client shall:

(a) ensure the Event Space complies with the Event Specification;

(b) remove any rubbish from the Event Space;

(c) visually inspect the Event Space to identify any health and safety issues and report any such issues to HNCL; and

(d) visually inspect the Event Space to identify any damage to the Event Space and/or any furniture or equipment at the Event Space and report any such damage to HNCL.

8.15 If the Client becomes aware, or HNCL notifies the Client, of a breach of paragraph 2.13(a) or paragraph 2.14(a) and/or the Content Standards, the Client shall promptly remedy the defect at its own cost.

8.16 Following completion of the Event, the Client shall promptly uninstall the Event by no later than the Removal Dates, failing which HNCL shall be entitled to remove any property of the Client left on the Premises and, at its sole discretion, either store such property at the Client’s cost or dispose of such property as it sees fit. HNCL shall provide the Client and the Client’s subcontractors with reasonable access to the Event Space, and other relevant parts of the Premises, on the Removal Dates for the purposes of uninstalling the Event. An employee of the Client shall be in attendance throughout the uninstallation of the Event.

8.17 All property of the Client and its attendees shall at all times remain at the sole risk of the Client whilst on the Premises, provided that HNCL shall be responsible for loss or damage to such property caused by its own deliberate or negligent act or omission.

8.18 The Client shall immediately notify HNCL in writing if it becomes aware of any damage to the Event Space or any other part of the Premises, or any property of HNCL or a third party on the Premises, or of any injury to any person at the Premises.

8.19 The Client shall not, and shall procure that its subcontractors shall not, at any time do or omit to do anything at the Event Space, or on the Premises generally, which may interrupt, obstruct or otherwise interfere with HNCL’s business or its customers or cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute.

8.20 The Client shall procure that all attendees comply with Applicable Laws, Consents and HNCL Policies and otherwise behave in a safe and respectful manner whilst on the Premises. HNCL reserves the right at any time in its absolute discretion to remove or require the removal from the Premises of any attendee who does not comply with the requirements of this clause 2.20 or behaves in any other manner which in HNCL’s reasonable opinion may interrupt, obstruct or otherwise interfere with HNCL’s business or its customers or cause damage to HNCL’s brand, business or reputation or bring HNCL into disrepute.

8.21 Notwithstanding any other provision of this Agreement, and without prejudice to its other rights and remedies, HNCL reserves the right at any time, at its option, to end the Event early and/or to suspend or terminate the Client’s access to the Event Space and any other part of the Premises in the event of a breach of this clause 2 or if, in HNCL’s reasonable opinion, the Event causes or is likely to cause damage to HNCL’s brand, business or reputation or otherwise bring HNCL into disrepute.

8.22 The Client shall reimburse HNCL in full for any Losses arising out of or in connection with:

(a) any loss or damage to the Premises and/or any other property of HNCL on the Premises to the extent such loss or damage is attributable to the acts or omissions of the Client or its subcontractors or attendees; and

(b) any claim made against HNCL by a third party for death, personal injury or damage to property arising out of or in connection with the Event, to the extent such death, injury or damage is attributable to the acts or omissions of the Client or its subcontractors or attendees.

8.23 Nothing in this Agreement is intended to grant to the Client or its attendees any right, title or interest in or to the Premises, including the Event Space, except the limited right to access the Event Space and other relevant parts of the Premises solely for the purposes of hosting and attending the Event in accordance with the terms of this Agreement.

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