Terms of Business

1. Introduction
1.1. These Terms of Business (“Terms”) govern the provision of goods and/or services (“Products”) by Kite Outsourcing (“the Company”) to you (“the Customer”).

1.2 Co-operation
The Consultancy will co-operate fully with the Client and take the initiative in offering advice and services. The Client agrees to assist the Consultancy in the performance of these duties by making available to the Consultancy all relevant information and executive time as required.

2. Consultancy Status
The Consultancy acts in all contracts as a principal at law.

3. Exclusivity
As an independent contractor, our engagement is not subject to your direct supervision or authority. Throughout the duration of our engagement, we retain the freedom to market our services and engage with other clients.

4. Disbursements and Expenses
The Consultancy’s service fees shall be exclusive of the following disbursements and expense items (not be an exhaustive list) relating to the Services:

a. Externally-designed advertising artwork and mechanical items
b. Artiste/celebrity fees
c. Couriers
d. Print services
e. Direct mail
f. Entertainment
g. Evaluation
h. Exhibition and display materials
i. Film production
j. External market research
k. Media monitoring subscriptions
l. Newspapers and magazine subscriptions
m. Photocopying and stationery
n. Photography and prints
o. Postage and packaging, telephone and telecommunications
p. Press material production and distribution
q. Special events, meetings, conferences etc
r. Specialist IT software
s. Storage
t. Trade mark search reports and related charges
u. Travel, accommodation and subsistence
v. Venue costs

All materials and services purchased from third party suppliers on behalf of the Client will be charged at cost plus a handling charge as set out in the Agreement.

5. Payment Terms
5.1. The Consultancy’s service fees, and operating expenses will be invoiced in advance and be payable by BACS transfer to reach the Consultancy’s bank account as per the schedule below.

All services and projects undertaken will be subject to the following payment schedule:
1. Upon signature of the agreement, the party agrees to remit 50% of the payment within seven (7) days following the invoice date.
2. Upon completion of the project, the party agrees to remit the remaining balance of 50%.
5.1.1 In the event that payments are not received according to the specified schedule, the Consultancy reserves the right to suspend all work immediately until payment is received.
5.1.2. Any incurred operating expenses and/or disbursements will be invoiced separately throughout the contract period, payment in full in respect of all incurred expenses to be made no later than 30 days post invoice date.
5.2. The Client agrees to pay immediately on presentation, any invoices in respect of advance or instalment payments required to be made to suppliers.
5.3. All sums payable under the Agreement shall be paid in full without deduction, withholding or set-off (subject to clause 5.1.2) and are exclusive of VAT (if applicable) and any other duty or tax which shall be payable by the Client.
5.4. The Client reserves the right to withhold payment of any invoice or part of an invoice that is not in accordance with the Agreement. On receipt of any such invoice the Client shall immediately notify the Consultancy in writing of the reason for such withholding and pay the undisputed part of the invoice within 14 days.
5.5. The Client shall incur interest on any overdue amount at an annual rate of 8% above the prevailing base rate of the Bank of England. Interest shall accrue daily from the date payment becomes due until the Consultancy receives payment of the overdue amount, inclusive of all
accrued interest. Furthermore, the Consultancy reserves the right to suspend the provision of the Services, or any portion thereof, until such time as payment is received.
5.6. The right to charge interest shall extend to any part of an invoice payment of which is withheld pursuant to clause 5.2 should it subsequently be established that the amount in question was invoiced in accordance with the Agreement. 
5.7. The Consultancy and/or persons or companies acting on its behalf of or as its agents reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding sums.
5.8. Should fluctuations in exchange rates result in a variance between the anticipated cost to the Consultancy of materials or services procured overseas for the Services and the actual cost at the time of purchase (or as approved by the Client), the Consultancy reserves the right to charge the Client based on the exchange rate prevailing on the date of payment for said materials or services. This rate shall be determined by utilising the closing mid-point rate in London for that day, as reported in the subsequent edition of the Financial Times.

Retainers
If engaged under a retainer arrangement:
• Invoices for retained services will be issued in advance of each covered month and commencement of work is contingent upon receipt of payment.
• Either party may terminate the retainer arrangement with one month’s notice, unless otherwise specified in the agreement.
• Additional work beyond the original scope will be invoiced using our adhoc hourly rate, unless otherwise stated in the agreement.

Retainer rollovers
• There is no automatic carry-over entitlement of unused time from month to month. • Subject to prompt and full payment of invoices, a maximum of 10% of unused time may be rolled over to the subsequent month by mutual agreement.
• Failure to utilise rollover time in the subsequent month will result in its forfeiture. Engagement in addition to and beyond the original agreement or scope
Should you request additional project work in addition to, or outside the scope of the original agreement, such as an urgent request or work outside of normal working hours, additional costs will be occurred commensurate with the nature and extent of the requested work.

Tasks exceeding the original agreement or scope
Should you make additional requests subsequent to completion of the work which are deemed to be outside the scope of the initial agreement, additional costs may be incurred.

6. Amendment and Cancellation
The Consultancy shall endeavour to accommodate any request by the Client to modify, suspend, or terminate ongoing plans or work in progress, to the extent feasible within the constraints of its contractual obligations to suppliers. However, the Client acknowledges and agrees that they shall bear responsibility for any costs or expenses incurred by the Consultancy or to which the Consultancy is contractually committed prior to, or as a consequence of, such modification, suspension, or termination, which cannot be recuperated by the Consultancy. The Client shall reimburse the Consultancy for its fees associated with the cancelled or modified Services, in addition to any charges levied by third parties as a result of the modification or cancellation. Furthermore, the Client shall assume liability for the Consultancy’s obligations under any contracts that cannot be terminated by the Consultancy.

7. Amendments to Created Work and Alternative Use of Work
7.1 The expression “created work” in this and the following clauses shall mean work created by the Consultancy for the Client pursuant to the Agreement and any agreed ad- hoc design work.
7.2 No alterations to any work produced may be made without the Consultancy’s express written consent. Any authorised modifications shall be executed solely by the Consultancy or under its direct supervision and shall be subject to payment terms agreed upon in advance by both the Client and the Consultancy, as documented in writing. Reprints acquired by the Client must not deviate from the originals supplied without prior written authorisation from the Consultancy.
7.3 Created work shall not be used by the Client for any purpose other than that for which it was commissioned, and no work in draft or incomplete form shall be used or published as finished work without the Consultancy’s prior written consent.

8. Copyright and Intellectual Property Rights in Created Work
8.1 In order that the Client may own worldwide copyright and intellectual property rights in the created work, the Consultancy shall promptly on the Client’s written request from time to time sign an unconditional assignment with full title guarantee of all such rights as are owned by the Consultancy and capable of assignment, together with the right to sue for damages for past infringement. This provision shall not apply to any created work which is not accepted or otherwise delivered to the Client (such as proofs, working files and proposal documents) or in respect of which the Consultancy has not received the fees payable. The Consultancy shall also waive, or procure the waiver of, any Moral Rights as defined in the Copyright Designs and Patents Act 1988.
8.2 In the event that any created work includes material the rights in which are owned by a third party, the Consultancy shall grant to the Client (at the Client’s expense) only such rights as the third party permits the Consultancy to grant to the Client.
8.3 Notwithstanding any assignment of rights and notwithstanding clause 9 (confidential Information), the Consultancy may use any of the created work for the purposes of internal training or in the promotion of the Consultancy.
8.4 Notwithstanding anything in the Agreement to the contrary, the Consultancy shall retain all of its rights, title and interest in:
a. all materials owned by or licensed to the Consultancy prior to, or independent from, the performance of Services under the Agreement, and all modifications thereof; and
b. all generic or proprietary information, and all ideas, software, applications, methodologies, processes, or procedures used, created or developed by the Consultancy in the conduct of its business.
8.5 The provisions of this clause shall survive the expiry or termination of the Agreement.

9. Confidential Information
9.1 The parties mutually agree to maintain the confidentiality of any proprietary and sensitive information obtained during the term of the Agreement. Without the prior written consent of the other party, neither party shall disclose, permit disclosure, or utilise for any purpose, at any time during or after the Agreement’s term, any confidential information pertaining to the other party’s business operations, clientele, suppliers, affiliates, or findings from studies or surveys commissioned and funded by the Client. Additionally, both parties acknowledge that the terms and conditions of the Agreement, including but not limited to those concerning the Consultancy’s compensation, constitute confidential information.
9.2 Upon request by the Client, the Consultancy shall enforce comparable confidentiality obligations on its personnel and procure written assurances from any third parties to whom disclosure of information is necessary for the Consultancy to fulfil its obligations under the Agreement.
9.3 For the avoidance of doubt, the restrictions in this clause shall not prevent:
9.3.1 the disclosure or use of information in the proper performance of the Consultancy’s duties;
9.3.2 the disclosure of information if required by law;
9.3.3 the disclosure of information by one party who acquired it from a third party which was not under an obligation of confidentiality to the other party; or
9.3.4 the disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by the Consultancy.
9.4 Unless the Client specifies otherwise, nothing in the Agreement shall prevent the Consultancy from using the name of the Client for its own promotional purposes.
9.5 The provisions of this clause shall survive the expiry or termination of the Agreement.

10. Freedom of Information
If the Client is subject to the Freedom of Information Act 2000 (“FOIA”) and receives a Request for Information (as defined in the FOIA) pertaining to any portion of the confidential information, the Client shall promptly notify the Consultancy and engage in consultation with the Consultancy regarding the necessity to respond to such Request for Information. Both parties shall collaborate and provide mutual assistance to ascertain which portions of the information (if any) are mandated to be disclosed by law pursuant to the FOIA and which portions (if any) are exempt from disclosure under the FOIA.

11. The Consultancy’s Warranty and Indemnity
11.1 The Consultancy warrants that to the best of its knowledge and belief the created work shall not infringe any third-party rights or be in any way contrary to English law, subject to any legal or other advice provided to the Consultancy and communicated to the Client.
11.2 Subject to the provisions of this clause, the Consultancy shall indemnify and keep indemnified the Client (including its directors, officers and employees) from and against all direct losses, damages, costs, expenses (including legal costs and expenses) and liabilities whether civil or criminal which the Client may incur or suffer as a direct result of any breach of the Agreement by the Consultancy, including any act, neglect or default of the Consultancy’s agents, representatives or employees and including breaches resulting in any successful claim by any third party alleging defamation, provided that:
11.2.1 any condition or warranty which might otherwise be implied into or incorporated in the Agreement, whether by statute, common law or otherwise, is expressly excluded from the Agreement to the maximum extent permitted by law, and the Agreement states the full extent of the Consultancy’s obligations and liabilities in respect of the created work and the performance of the Services;
11.2.2 the Consultancy’s maximum aggregate liability to the Client under the Agreement shall in no circumstances exceed an amount equal to the Consultancy’s Professional Indemnity cover, which the Consultancy shall disclose to the Client at any time upon request;
11.2.3 the Consultancy shall not be liable for: (i) any loss or damage suffered by the Client arising out of any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond the Consultancy’s reasonable control; or (ii) any delay in or omission of publication or transmission or any error in any press or other publication unless such delay, omission or error is due to its own default or neglect; or (iii) any loss of actual or anticipated income or profit, loss of contracts or any special, indirect or consequential loss or damage of any kind whether caused by tort (including negligence),
breach of contract or otherwise, and whether or not such loss or damage was foreseeable, foreseen or known.
11.3 The Client shall effect such insurance as is suitable having regard to all the circumstances and the provisions of this clause.
11.4 The provisions of this clause shall survive the expiry or termination of the Agreement.

12. The Client’s Warranty and Indemnity
12.1 The Client warrants that to the best of its knowledge, information and belief all information and data supplied to the Consultancy before, during and after the term of the Agreement shall be accurate and complete and not in any way contrary to English law and that it is entitled to provide such information and any photography, artwork, literature or other material to the Consultancy for its use without recourse to any third party.
12.2 The Client shall indemnify and hold harmless the Consultancy (including its directors, officers, and employees) from and against all direct losses, damages, costs, expenses (including legal fees and expenses), and liabilities, whether civil or criminal, arising from any act, omission, or default of the Client or its agents, employees, or licensees, or from the infringement of any third-party intellectual property rights, or from any successful claim for defamation, or in connection with any information or material provided or specifically approved by the Client, or from any disciplinary action initiated against the Consultancy by any individual or organisation, or from any governmental investigation, proceeding, or administrative hearing related to the Services under this Agreement, or from any issue pertaining to safety or product liability or the characteristics, use, or performance of the Client’s products or services. This indemnification obligation shall apply provided that such liability was not incurred by the Consultancy as a result of any failure to fulfil its obligations under the Agreement.
12.3 The provisions of this clause shall survive the expiry or termination of the Agreement.

13. Conduct of Claims
13.1 Either party shall notify the other in writing as soon as is reasonably practicable of any claim in respect of which the notifying party may be entitled to claim against the other under clause 11 (the Consultancy’s Warranty and Indemnity) or clause 12 (the Client’s Warranty and Indemnity).
13.2 The notifying party shall not make any admission or any offer to settle any such claim without prior written approval from the other party, who shall have conduct of any claim falling within the warranties in clause 11 or 12, including (without limitation) the right to compromise any such claim on such terms as it deems appropriate in its absolute discretion.
13.3 The notifying party shall co-operate fully in the defence of any such claim, including (without limitation) the provision of any relevant information or documentation.
13.4 The provisions of this clause shall survive the expiry or termination of the Agreement.

14. Client’s Property
The Consultancy shall exercise reasonable care to protect any property owned by the Client and provided to the Consultancy for the purposes outlined in the Agreement. However, unless caused by negligence on the part of the Consultancy, it shall not be held liable for any loss, damage, destruction, or unauthorised use of such property. Additionally, the Consultancy reserves the right to dispose of all such material in its possession two years after its creation or delivery to the Consultancy (whichever occurs later), unless it remains necessary for the fulfilment of the Agreement’s objectives.

15. Insurance of Created Work
15.1 Created work retained by the Consultancy shall at all times while in the Consultancy’s possession be insured by the Consultancy against loss or damage.
15.2 The Client shall insure created work against loss or damage when in transit between the Consultancy and the Client or any third parties for the purposes of production or publication and when in the possession of those third parties.

16. Employee Poaching
16.1. Throughout the duration of the Agreement and for a period of six months following its expiration or termination, neither the Consultancy nor the Client shall, without the prior written consent of the other party, directly or indirectly solicit, entice, or attempt to solicit or entice any individual who is currently employed by the other party or was employed by the other party within the preceding six months and who has been involved in the provision of Services under this Agreement, to terminate their employment with the other party.
16.2. In the event that the Consultancy grants consent for an employee to join the Client under the circumstances outlined in clause 16.1, the Consultancy reserves the right to charge the Client a fee equivalent to one third of the gross annual salary and any other compensation to be provided by the Client to said employee. This fee shall be payable immediately upon receipt of an invoice from the Consultancy. If the Consultancy waives the employee’s contractual notice period, the Client may be subject to an additional fee equivalent to the salary payable by the Consultancy for the uncompleted notice period.
16.3 The provisions of this clause shall survive the expiry or termination of the Agreement.

17. Assignment
The Client may not assign, transfer or charge or deal in any other manner with either the benefit or the burden of this Agreement or any of its rights or obligations under it, or purport to do any of the same, or sub-license or sub-contract any or all of its obligations under this Agreement without the prior written consent of the Consultancy (not to be unreasonably withheld or delayed). The Consultancy acknowledges that such assignment shall not affect the liability of the Consultancy to fulfil its obligations under the Agreement.

18. Force Majeure
18.1. Neither party shall be held liable for any delay in the performance or failure to perform its obligations under the Agreement to the extent that such delay or failure arises from any cause or circumstance beyond its reasonable control (“force majeure event”), provided that the force majeure event is not attributable to the fault or negligence of the affected party. Each party shall make reasonable efforts to mitigate the effects of any force majeure event.
18.2. Upon becoming aware of any force majeure event, the affected party shall promptly notify the other party, providing details of the event, its anticipated duration, and the manner and extent to which its obligations are likely to be hindered or delayed. The performance dates of any affected obligations shall be postponed for the duration necessitated by the force majeure event. Notably, the occurrence of a force majeure event shall not relieve the affected party of its payment obligations under the Agreement.
18.3. Should any force majeure event persist for a period exceeding two months, either party reserves the right to terminate the Agreement immediately upon written notice to the other party. In the event of termination, any outstanding sums owed to either party shall be settled promptly.

19. Compliance with Legislation
19.1 In performing its obligations under the Agreement, each party shall comply with the requirements of all legislation currently in force including, without limitation, the Data Protection Act 2018 and all data protection laws and regulations and all securities laws and regulations.
19.2 The provisions of this clause shall survive the expiry or termination of the Agreement.

20. Entire Agreement, Amendment, Waiver
20.1. The Agreement, including these Standard Terms of Business and any documents referenced herein, constitutes the entire agreement between the parties, supplanting any prior agreements, whether written or oral, pertaining to the subject matter of the Agreement. Both parties acknowledge that neither has been induced to enter into the Agreement based on any representations, agreements, or undertakings made by any person other than those expressly stated in the Agreement. However, this clause shall not limit or exclude liability for fraud.
20.2. Any valid modifications or amendments to the Agreement must be made in writing and signed by duly authorized representatives of each party.
20.3. No forbearance, delay, or leniency by either party in enforcing any term or condition of the Agreement at any time or for any period shall constitute a waiver of such term or the party’s right to enforce all terms and conditions of the Agreement subsequently.

21. Severance
If any provision of the Agreement is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either of the parties from any relevant competent authority, such provision shall be deemed
omitted from the Agreement and the remaining terms of the Agreement shall remain in full force and effect.

22. Notices
Any notice intended for the other party shall be delivered in person, sent via email, or dispatched by recorded delivery or registered post. Notices sent by registered post or recorded delivery shall be considered served within 72 hours from the time of posting. In all other instances, notices are deemed served on the date they are actually received, provided they are sent to the correct email address of the recipient in the case of emails.

23. Disputes
In the event of any dispute or disagreement arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, termination, validity, or enforceability, the parties shall endeavour to resolve such dispute amicably through good faith negotiations.
Should the parties fail to reach a mutually acceptable resolution within 30 days, after either party notifies the other party in writing of the existence of a dispute, either party may escalate the matter to mediation.
The mediation shall be conducted by a mutually agreed-upon mediator. Each party shall bear its own costs associated with the mediation, and the parties shall equally share the mediator’s fees.
If mediation does not result in a resolution within 45 days from the commencement of the mediation process, either party may initiate litigation or any other form of dispute resolution permitted by law.
The parties agree that any dispute resolution proceedings shall be conducted in England and submit to the exclusive jurisdiction of the courts of England and Wales.
This Disputes Clause shall survive the termination or expiration of this Agreement. 24. Third Parties
A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

25. Interpretation
25.1 “The Agreement” encompasses all essential documentation, agreements, schedules, and Terms of Business that are consistent with the agreed quotes and estimates.
25.2 References to any statute or statutory provision include references to that statute or statutory provision as from time to time amended, extended or re-enacted and to any rules, orders, regulations and delegated legislation made thereunder.

26. Governing Law and Jurisdiction
The Agreement is governed by and is to be construed in accordance with the laws of England and Wales and each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.

27. Governing Law and Jurisdiction
27.1. These Terms shall be governed by and construed in accordance with the laws of England and Wales.
27.2. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

28. Amendments
28.1. “The Company” reserves the right to amend these Terms with notice to the Customer. Amendments become effective 30 days after notification. Continued use of services after amendment constitutes acceptance. Material changes will be communicated. If the Customer does not agree to the amended Terms, the Customer may terminate the agreement by providing written notice to the Company within 30 days. Failure to terminate constitutes acceptance.