Terms of Business.

These General Terms govern the relationship between Brandbornn ("Brandbornn", "we", "us" or "our") and its clients ("Client", "you" or "your") in respect of any services we provide. They apply to every Scope of Work, proposal or engagement between us unless expressly varied in writing and signed by both parties.

1. Definitions and Interpretation

In these General Terms the following definitions apply:

• "Affiliate" means any legal entity which controls, is controlled by, or is under common control with a party.
• "Agreement" means these General Terms together with any Schedules and any Scope(s) of Work executed by the parties from time to time.
• "AI Software" means any software provided by a vendor that uses artificial intelligence or machine learning to generate AI Generated Materials.
• "AI Generated Materials" means computer-generated third-party output from AI Software which may consist of text, images, video, audio, code or other content.
• "AI Terms of Use" means the applicable terms of use and policies governing the use of any AI Software, as provided by the vendor of such AI Software.
• "Associates" means a party's employees, officers, agents, sub-contractors or authorised representatives.
• "Brandbornn Materials" means those Materials specifically created by Brandbornn for the purposes of the Services (including any Materials adapted, modified or derived from the Client Materials) and which may be incorporated into Deliverables.
• "Brandbornn Proprietary Materials" means software, methodology, know-how, processes, frameworks, templates, models, prompts, tooling and Materials owned by (or licensed to) Brandbornn and which are (i) in existence prior to the engagement or (ii) created by or for Brandbornn outside of the Services and intended to be reused across our business.
• "Business Day" means a day (other than a Saturday, Sunday or public holiday) on which the clearing banks in the City of London are open for business.
• "Client Materials" means any Client Personal Data, equipment, computer systems, software, documents, Intellectual Property Rights and any other Materials or information provided to Brandbornn by or on behalf of the Client.
• "Commencement Date" means the date set out in the applicable Scope of Work.
• "Completion Date" means the date of completion of the Services as set out in the Scope of Work or otherwise on completion.
• "Data Protection Legislation" means the UK Data Protection Act 2018, the UK GDPR, EU GDPR (Regulation 2016/679) and all applicable implementing and successor legislation, together with guidance issued by supervisory authorities.
• "Deliverables" means the characters, designs, assets, guidelines, documents, files and other outputs to be provided by Brandbornn as specified in the Scope of Work, including Brandbornn Materials, Third Party Materials and Brandbornn Proprietary Materials where applicable.
• "Expenses" means any expenses agreed between the parties in writing.
• "Fees" means Brandbornn's fees for the Services as set out in the Scope of Work or otherwise agreed in writing.
• "Intellectual Property Rights" or "IPRs" means patents, trade marks (registered or unregistered), inventions, copyright, design rights, database rights, performer's rights, goodwill and all other intellectual or proprietary rights, wherever in the world enforceable, including all reversions, renewals and applications.
• "Materials" means any artwork, copy, models, designs, photographs, films, characters, music, voice-over, sound recording, performance, logos, software or any other material protected by Intellectual Property Rights.
• "Scope of Work" means a document (including a proposal or statement of work) agreed and signed by both parties describing the Services and/or Deliverables and incorporating these General Terms.
• "Services" means the professional, consulting, creative, implementation or other services provided by Brandbornn under these General Terms, including the provision of any Deliverables, as further described in the applicable Scope of Work.
• "Term" has the meaning given in clause 3.1.
• "Territory" means the United Kingdom, unless expressly specified otherwise in the applicable Scope of Work. Publication on globally accessible media such as the internet shall not mean that the Territory is deemed to be worldwide.
• "Third Party Contracts" has the meaning given in clause 7.1.
• "Third Party Costs" means any third-party costs incurred by Brandbornn on behalf of the Client in performing the Services, subject to the Client approving such costs in writing.
• "Third Party Materials" means Materials created by a third party and included in any Deliverables.
• "VAT" means value added tax or any equivalent tax chargeable in the UK.

Headings are for convenience only. Words in the singular include the plural and vice versa. References to "writing" include email. Words such as "including" and "for example" are illustrative and do not limit the sense of the words preceding them.

2. Appointment, Structure and Precedence

2.1 The parties will enter into one or more Scope(s) of Work for the Services (including any Deliverables) to be provided by Brandbornn. Once a Scope of Work is agreed and signed, a contract comes into existence on the terms of the Scope of Work and these General Terms.

2.2 Brandbornn shall provide the Services on the terms of these General Terms and the applicable Scope(s) of Work during the Term and in the Territory.

2.3 Any dates specified in a Scope of Work are estimates only and time shall not be of the essence. Brandbornn will use commercially reasonable endeavours to meet agreed dates.

2.4 Order of Precedence. If there is a conflict between documents, the following order applies: (a) any Special Terms in the Scope of Work; (b) these General Terms; and (c) the remainder of the Scope of Work.

2.5 Brandbornn acts as principal in all contracts with third parties in connection with the provision of the Services.

2.6 Cancellation by Client. Subject to clause 14, the Client may request Brandbornn to cancel any Scope of Work or part of it on not less than 90 days' written notice. Any cancellation will be subject to payment of (i) committed Third Party Costs and Expenses, (ii) unrecovered internal resource allocations up to the effective cancellation date, and (iii) a cancellation fee equal to 30% of the remaining Fees that would have been payable during the cancelled portion.

2.7 Change Control. Any Client-requested changes to a Scope of Work shall be documented in writing, including impact on timelines, Fees, Third Party Costs, Expenses and Deliverables. Brandbornn is not obliged to commence changed work until written agreement is reached on the change and related commercial adjustments.

3. Term

3.1 This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with clause 14, shall continue until the Completion Date (the "Term"). For multi-phase or retainer Services, the Term shall include any renewal periods expressly agreed in a Scope of Work.

4. Brandbornn's Obligations and Warranties

4.1 Brandbornn warrants and undertakes that:

• (a) it has full power and authority to enter into these General Terms;
• (b) it shall perform the Services with reasonable skill and care, using suitably qualified personnel, to a standard no less than that reasonably expected of a competent specialist consultancy of similar size and resources;
• (c) subject to clause 4.3(d), the use by the Client of any final approved Deliverables (excluding any IPRs in Client Materials incorporated in the Deliverables) will not, when used in accordance with these General Terms and for the purposes set out in the Scope of Work, infringe the copyright in the UK of any third party.

4.2 Save to the extent expressly agreed in a Scope of Work, the relationship between the parties is non-exclusive and Brandbornn shall be entitled to provide services the same as, or similar to, the Services to any third party.

4.3 Subject to clause 11.2, the Client releases Brandbornn from any liability under or in connection with these General Terms for:

• (a) any failure to generate audience response, engagement or business results for the Client, or any failure or delay in publication or transmission in any media, these being outside Brandbornn's control, and the Client acknowledges that payment is not conditional on such outcomes;
• (b) any loss or damages arising as a result of any information, Materials or approvals supplied by the Client;
• (c) any loss or damages arising from the withdrawal or alteration of any third-party product, service or platform (including AI Software); and
• (d) the Deliverables infringing third party Intellectual Property Rights or breaching other laws, where Brandbornn had previously notified the Client of a specific risk and the Client had approved use of such Deliverables notwithstanding that notified risk;

and the Client indemnifies Brandbornn against any losses arising from the Client's breach of clauses 4.3(b) and 4.3(d).

5. Client's Obligations and Warranties

5.1 The Client represents and warrants that:

• (a) it has full power and authority to enter into these General Terms;
• (b) the Client Materials will not, when used in accordance with these General Terms and any written instructions given by the Client, infringe any third party Intellectual Property Rights;
• (c) the Client Materials will comply with all applicable laws and regulations;
• (d) the Client Materials are accurate and complete; and
• (e) it is the beneficial owner of, or is entitled to provide Brandbornn with, the Client Materials.

5.2 The Client undertakes to:

• (a) carry out its obligations in a timely and efficient manner; any delay may result in reasonable extensions to Brandbornn's timelines and an equitable adjustment to Fees where Brandbornn incurs additional cost;
• (b) provide Brandbornn with clear briefs and all information, Materials and assistance required for the proper performance of the Services;
• (c) promptly supply, at no charge, any Client Materials reasonably required by Brandbornn and ensure it has all rights and licences necessary for Brandbornn's use of them;
• (d) comply with all applicable laws and regulations with respect to its activities under these General Terms;
• (e) use the Services and Deliverables only for the purposes for which they were provided, and not modify them without Brandbornn's written consent;
• (f) keep Brandbornn informed of any matters likely to affect Brandbornn's performance of the Services;
• (g) promptly inform Brandbornn if the Client considers that any Services or Deliverables are false, misleading, or in any way contrary to law or applicable regulation; and
• (h) ensure that the Client's other suppliers, contractors and agents cooperate with Brandbornn as reasonably necessary.

5.3 If the Client fails to fulfil its obligations (including its payment obligations), and such failure prevents Brandbornn from performing the Services, Brandbornn will be relieved of its obligations to the extent of that failure. The Client remains liable to pay Fees, Third Party Costs and Expenses for Services rendered and committed, including any re-scheduling or supplier surcharges.

6. Fees

In consideration of the Services, the Client shall pay the Fees together with any Third Party Costs and Expenses. Work outside a Scope of Work will be charged by time spent at Brandbornn's prevailing rate card or at a mutually agreed fixed fee; Brandbornn will notify the Client in advance of any material out-of-scope effort.

6.1 Unless set out otherwise in the Scope of Work, Fees and (where applicable) Third Party Costs and Expenses shall be invoiced monthly in advance. VAT will be added at the prevailing rate where applicable.

6.2 Unless set out otherwise in the Scope of Work, the Client shall pay Brandbornn in full and in cleared funds within 30 days of the date of each invoice. All amounts are exclusive of VAT and any applicable sales, use, withholding or similar taxes.

6.3 Brandbornn typically requires a deposit before commencing work. The deposit amount will be specified in the Scope of Work and is non-refundable once work has commenced.

6.4 In the event of any amendment to the Scope of Work, (a) Fees shall be adjusted to reflect the revised scope and (b) the Client shall reimburse Brandbornn for any Fees, Third Party Costs and Expenses to which Brandbornn is committed as a result of the amendment, including cancellation charges imposed by third parties.

6.5 Without prejudice to any other right or remedy, Brandbornn may charge interest on any overdue sum from the due date at an annual rate of 4% above the base lending rate of Barclays Bank plc from time to time, accruing daily until payment is received. Brandbornn may also suspend the Services until overdue sums have been paid in full (during which period Fees continue to accrue). The Client shall also reimburse reasonable costs of collection for undisputed overdue amounts.

6.6 If any payment is subject to withholding or similar tax, the Client will gross-up payments so that Brandbornn receives the full amount that would have been payable absent such withholding.

6.7 If Brandbornn is required to purchase anything other than in pounds sterling, it shall charge the Client at the mid-point exchange rate as quoted in the following day's Financial Times on the date of the purchase or invoice, as applicable.

6.8 Where suppliers require payment in advance, or where Brandbornn is unable to obtain normal credit terms at short notice, the Client shall pay Brandbornn's invoices in respect of such costs immediately on presentation. Brandbornn is not obliged to make any material financial commitment to a third party on the Client's behalf until it has been put in cleared funds by the Client.

6.9 The Client will have 14 days from the date of an invoice to dispute any invoiced amount by written notice to Brandbornn. Any dispute must be raised in good faith with clearly stated reasons. If no such notice is received within that 14-day period, the charge shall be deemed undisputed. Undisputed amounts shall be paid when due, without set-off, abatement or withholding.

6.10 Fees may be increased by Brandbornn in line with the UK Consumer Price Index on each anniversary of the Commencement Date, on not less than 3 months' prior written notice.

7. Third Party Contracts

7.1 Brandbornn may enter into contracts with third-party suppliers (including AI Software vendors, illustrators, animators, voice artists, printers and platforms) in respect of the Services in accordance with such suppliers' terms ("Third Party Contracts").

7.2 Provided Brandbornn has referenced the relevant Third Party Contracts in the Scope of Work or otherwise notified the Client of any significant restrictions or terms:

• (a) the Client acknowledges that its right to use or benefit from anything acquired under such Third Party Contracts shall be as set out in those contracts;
• (b) the Client shall comply with the terms of the Third Party Contracts;
• (c) any charges or liabilities (to the extent caused by an act or omission of the Client) for which Brandbornn is liable under such Third Party Contracts (including cancellation payments) shall be the responsibility of the Client; and
• (d) the Client indemnifies Brandbornn against any losses caused by any act or omission of the Client which puts Brandbornn in breach of any such Third Party Contracts.

7.3 Brandbornn shall provide the Client with a copy of any relevant Third Party Contract on request, if authorised by the relevant third party.

8. Approvals

8.1 "Written approval" includes email.

8.2 Brandbornn will seek the Client's written approval for all draft designs, artwork, copy, characters, voice work, animation, imagery or any other Material to be made public on the Client's behalf, and will not publish any such Material until written approval has been obtained.

8.3 The Client may designate authorised approvers in writing; absent such designation, Brandbornn may rely on approvals from Client personnel reasonably involved in the project.

8.4 The Client's written approval of estimates and schedules will be Brandbornn's authority to make reservations and contracts under Third Party Contracts.

8.5 The Client will not give written approval for anything which it knows, or ought reasonably to know, contains inaccurate, unlawful or defamatory material, and shall notify Brandbornn immediately if it believes any submitted Material is misleading or could give rise to a claim.

8.6 The Client indemnifies Brandbornn against any costs, claims or proceedings arising out of or in connection with anything approved in writing by the Client. This indemnity does not extend to Materials altered by Brandbornn after Client approval without further Client approval.

8.7 Where approval or disapproval delays impact timelines, the parties will agree revised delivery dates; Brandbornn shall not be liable for any delay caused by late approvals.

9. Intellectual Property Rights

9.1 Brandbornn acknowledges that ownership of Client Materials and of all IPRs in Client Materials (including any modifications produced in the course of the Services) shall remain vested in the Client or its licensors. The Client grants Brandbornn a non-exclusive licence during the Term to use the Client Materials solely for the purposes of providing the Services.

9.2 Subject to clauses 9.3 and 9.4, and subject to the Client's payment in full of all Fees, Third Party Costs and Expenses due, Brandbornn assigns to the Client with full title guarantee the IPRs in Brandbornn Materials specifically created for the Client and capable of assignment (excluding Brandbornn Proprietary Materials and Third Party Materials), together with the right to sue for damages for past infringement. Brandbornn also waives its moral rights in such Brandbornn Materials to the extent permitted by law.

9.3 All IPRs in Brandbornn Proprietary Materials remain vested in Brandbornn. Subject to payment in full, Brandbornn grants the Client a perpetual, irrevocable, non-exclusive, assignable, royalty-free licence to use Brandbornn Proprietary Materials solely to receive the benefit of the Services and Deliverables, within the Territory and purposes set out in the Scope of Work.

9.4 Where Deliverables incorporate Third Party Materials (including AI Generated Materials, stock imagery, fonts, music or voice work), Brandbornn will, at the Client's cost, procure licences on terms approved by the Client in writing. The Client shall comply with all licence terms, including duration, territory and usage restrictions, and indemnify Brandbornn for any overuse or breach.

9.5 Brandbornn agrees, at the Client's request and expense, to take such further actions and execute such documents as are reasonably necessary to enable the Client to obtain, defend or enforce its rights in the Deliverables.

9.6 Notwithstanding the above and save as otherwise expressly provided in the Scope of Work, Brandbornn shall:

• (a) be able during and after the Term to use any Deliverables which have been made public, and the Client's name and logo, for the purposes of promoting its work and its business including on the Brandbornn website, in credentials, case studies and reels. Any other use will be subject to the Client's prior approval; and
• (b) retain all know-how obtained in connection with the Services.

9.7 During the Term, if Brandbornn is asked to take part in a competitive pitch, Brandbornn shall retain ownership of all IPRs in any Materials forming part of the pitch, save to the extent that Brandbornn is successful in such pitch and the parties agree those Materials will be used under a Scope of Work.

9.8 Brandbornn shall not be liable for any modifications, adaptations or amendments to any Deliverables made by the Client or by a third party on the Client's behalf, nor for any fault or degradation arising due to the acts or omissions of the Client and/or its Associates.

10. Confidentiality

10.1 Each party may receive or become aware of information relating to the other party, its clients, customers, business plans or affairs, which is proprietary and confidential ("Confidential Information").

10.2 Confidential Information includes any document marked "Confidential", or any information which the recipient has been told is confidential or which it ought reasonably to expect the other party would regard as confidential.

10.3 Confidential Information excludes information which: (a) is in the public domain at the time of receipt; (b) subsequently enters the public domain through no fault of the recipient; (c) is lawfully received from a third party on an unrestricted basis; or (d) was already known to the recipient before receipt.

10.4 Each party undertakes to maintain the confidentiality of the other party's Confidential Information and to use no less than reasonable measures to keep it secure. Neither party shall use or disclose the other party's Confidential Information other than for the purposes of exercising its rights or performing its obligations under these General Terms.

10.5 Disclosure is permitted where required by law, regulation or order of a competent authority, provided that, where practicable, the other party is given reasonable advance notice.

10.6 The Client acknowledges that nothing in these General Terms restricts Brandbornn's right to use as it sees fit any general intelligence, skills and know-how gained in the course of the Services.

10.7 The obligations in this clause 10 shall survive the termination of these General Terms for any reason.

11. Limitation of Liability

11.1 Subject to clause 11.2, Brandbornn's maximum aggregate liability under or in connection with these General Terms (including all Scopes of Work), whether in contract, tort (including negligence) or otherwise, but excluding under any indemnity, shall in no circumstances exceed the lower of (i) £1,000,000 and (ii) the Fees paid or payable by the Client to Brandbornn in the 12-month period preceding any event giving rise to liability.

11.2 Nothing in these General Terms shall exclude or limit either party's liability for fraud, death or personal injury caused by its negligence, or any other liability which cannot be excluded or limited as a matter of law.

11.3 Subject to clause 11.2, neither party shall be liable to the other for: (a) any loss (whether direct, indirect or consequential) of profits, sales, business, contracts, anticipated savings or goodwill; (b) loss of use or corruption of software, data or information; or (c) any special, indirect, consequential or pure economic loss.

11.4 Where one party ("Indemnifying Party") indemnifies the other ("Indemnified Party"), the Indemnified Party shall: (a) promptly notify the Indemnifying Party of any claim; (b) not make any admission, settlement or compromise without prior written consent; (c) give the Indemnifying Party authority to conduct all negotiations and litigation; and (d) provide all reasonable assistance in relation to the claim, at the Indemnifying Party's cost.

11.5 Save as expressly set out in these General Terms, all warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

11.6 Brandbornn shall have no liability for any damage caused by errors or omissions in any information, instructions or briefs provided by the Client, or any actions taken by Brandbornn at the Client's direction.

12. Data Protection

12.1 Each party shall comply with the Data Protection Legislation applicable to it in performing these General Terms.

12.2 Where, in the course of providing the Services, Brandbornn (acting as a Processor) processes Personal Data on behalf of the Client, the parties shall enter into a data processing addendum on Brandbornn's standard terms (available on request), which will govern such Processing.

12.3 Where Brandbornn processes Personal Data as a Controller, the Client is not responsible for that processing; Brandbornn shall ensure it complies with the Data Protection Legislation.

13. Anti-Bribery, Anti-Slavery and Anti-Fraud

13.1 Each party shall, and shall ensure its Associates shall: (a) comply with all applicable laws relating to anti-bribery, anti-corruption, modern slavery and anti-fraud (including the Bribery Act 2010 and Modern Slavery Act 2015); and (b) not engage in any activity, practice or conduct which would constitute an offence under those laws.

13.2 Each party shall maintain policies and procedures to ensure compliance with clause 13.1, and shall promptly notify the other party of any suspected or actual breach.

13.3 Either party may terminate this Agreement with immediate effect if the other party breaches this clause 13.

14. Termination

14.1 Either party may terminate this Agreement for convenience by providing the other party with at least 90 days' written notice. Any termination for convenience by the Client in respect of a Scope of Work will be subject to the early termination charges set out in clause 2.6.

14.2 Either party may terminate these General Terms immediately on notice if the other party:

• (a) fails to pay any amount due on the due date and remains in default not less than 30 days after being notified in writing;
• (b) commits a material breach which is not capable of remedy;
• (c) commits a material breach which is capable of remedy but fails to remedy it within 30 days of written notice;
• (d) becomes unable to pay its debts as they fall due, has a receiver, administrator or liquidator appointed, enters into any compromise with creditors, or becomes the subject of any winding-up order (other than for solvent reorganisation); or
• (e) undergoes an equivalent insolvency event in any other jurisdiction.

14.3 Brandbornn may terminate these General Terms immediately on notice if the Client has not paid an invoice by its due date, Brandbornn has sent a reminder (email sufficient) and the invoice remains unpaid a further 7 days after that reminder.

14.4 On termination or expiry of these General Terms for any reason:

• (a) the Client shall immediately pay Brandbornn all outstanding unpaid invoices, and Brandbornn may submit invoices in respect of Services performed and Expenses incurred but not yet invoiced, together with any cancellation charges, which shall be payable immediately on receipt;
• (b) each party shall on request return the other party's Materials, equipment and property;
• (c) the accrued rights and liabilities of the parties shall not be affected;
• (d) all licences granted under these General Terms shall (subject to clause 9) immediately terminate; and
• (e) Brandbornn may destroy or dispose of any Client Materials in its possession unless it receives, within 60 days of termination, a written request for their return, at the Client's reasonable cost.

14.5 Provisions which are expressed to survive termination, or which by their nature or context are contemplated to survive termination, shall remain in full force, including clauses 6 (in respect of accrued sums), 9, 10, 11, 12, 14 and 21.

15. Non-Solicitation

15.1 During the Term and for 12 months after termination, the Client shall not, without Brandbornn's written consent, solicit or entice (or encourage a third party to do so) any person who at any point in the preceding six months was employed or engaged by Brandbornn in the provision of the Services, other than by means of a general recruitment advertisement not specifically targeted at Brandbornn staff.

15.2 If the Client breaches clause 15.1, it shall immediately pay Brandbornn a sum representing 30% of the gross annual salary or fees of the person recruited. The parties acknowledge that this constitutes a genuine pre-estimate of loss and is not a penalty.

16. Force Majeure

16.1 Neither party shall be in breach of these General Terms, nor liable for any failure or delay in performance (except for a failure to pay), where such failure or delay arises from acts, events, omissions or accidents beyond its reasonable control ("Force Majeure"), including fire, natural disaster, war, terrorist attack, pandemic, industrial action, or failure of utility or communications services.

16.2 The affected party must promptly notify the other and use reasonable endeavours to mitigate the effect. If the Force Majeure continues for more than 30 consecutive days, either party may terminate on written notice.

17. Notices

17.1 Formal notices under this Agreement (other than notices in legal proceedings) must be in English and sent to the addresses set out in the Scope of Work, or in the case of Brandbornn, to its registered office. Operational communications may be sent by email.

17.2 Notices delivered by hand are deemed received on signature of a delivery receipt; by pre-paid first class recorded delivery, at 9:00am on the second Business Day after posting; by pre-paid airmail, at 9:00am on the fifth Business Day after posting.

18. Assignment and Subcontracting

18.1 Brandbornn shall be entitled to sub-contract its performance of the Services, provided that any sub-contracting shall not relieve Brandbornn of its obligations to the Client. Brandbornn remains responsible for its sub-contractors' performance.

18.2 Neither party may otherwise assign, transfer or charge these General Terms or any of its rights or obligations without the prior written approval of the other, save that Brandbornn may perform the Services through any Affiliate. Consent to assignment for the purposes of internal reorganisation shall not be unreasonably withheld.

19. Use of AI Software and AI Generated Materials

19.1 The Client acknowledges that Brandbornn's practice involves the use of AI Software to generate and incorporate AI Generated Materials into the Deliverables. Brandbornn will supply reasonable detail of which Deliverables (or parts of them) are proposed to include such AI Generated Materials and in what manner.

19.2 Where Brandbornn has notified the Client of its use of AI Software or AI Generated Materials, the Client acknowledges the following "Disclosed Risks":

• (a) its use of the AI Generated Materials shall be subject to the applicable AI Terms of Use (including any restrictions, disclaimers or waivers of liability);
• (b) the vendor may grant itself the right to use, retain, or claim ownership of any Client Data, Client Materials or Deliverables input into or output from the AI Software (including to improve its models); and
• (c) materials developed using AI Software may not be registrable as Intellectual Property given current legal limitations on machine-developed content.

19.3 In respect of the Disclosed Risks, Brandbornn is only responsible for reimbursing the Client for losses it recovers from the relevant AI vendor. This release does not apply to losses arising from Brandbornn's breach of the other provisions of this clause 19.

20. Miscellaneous

20.1 Brandbornn may update these General Terms for legal or regulatory reasons, or to reflect changes in its Services or business practices. Subject to that, no variation of a Scope of Work shall be valid unless in writing and signed by a duly authorised representative of each party.

20.2 A party's failure or delay in exercising any right or remedy shall not constitute a waiver of it.

20.3 If any provision is found to be invalid, illegal or unenforceable, it shall be deemed not to form part of these General Terms, and the validity of the remaining provisions shall not be affected.

20.4 A person who is not a party to these General Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

20.5 If any dispute arises, the parties will first attempt in good faith to settle it through negotiation. If unresolved within 21 days, either party may commence proceedings.

20.6 Nothing in these General Terms restricts either party's right to seek injunctive relief.

20.7 These General Terms, together with any Scope of Work and Schedules, constitute the entire agreement between the parties and supersede any previous arrangement or understanding. Neither party has relied on any representation not expressly set out in these General Terms. Nothing in this clause limits liability for fraud.

20.8 Nothing in these General Terms creates a partnership, joint venture or agency between the parties, and neither party has authority to bind the other.

21. Governing Law and Jurisdiction

21.1 These General Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Contact

If you have any questions about these terms, please contact us using the form on our Contact page.