Terms And Conditions

Starcom Worldwide Limited

Starcom Worldwide Limited trading as Starcom ("Agency") provides it's services to Clients with terms set out in the Media Planning and Buying Agreement entered into between the parties (“Media Planning and Buying Agreement”) and upon the following terms and conditions (together “the Agreement”)
1. Appointment
The Brands, assignments, projects or services in respect of which the Agency is appointed will be confirmed in the Media Planning and Buying Agreement between the Client and Starcom. The Media Planning and Buying Agreement will set out the extent of the Services (“the Services”) to be provided and the remuneration (“the Remuneration”) payable to the Agency.
2. Period of Agreement
The Agency will provide the Services until this Agreement is terminated by either party giving three months' written notice to the other. When the Agency provides the Services in respect of more than one brand, assignment, project or territory the Client agrees not to withdraw from the Agency any assigned brand, project or territory without similarly giving at least three months' notice of their intention to do so.
3.i) Remuneration
Remuneration and assignments shall be reviewed annually or in the event of substantial changes to the Client's requirements. Any agreed review shall be confirmed in writing.
If the Client and the Agency are unable to agree remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as agreement is reached, at which point any necessary balancing payment shall be made.
Where the Agency’s remuneration is payable as a monthly or quarterly agreed fee, such fee is based on a projected calculation of the likely time incurred in providing the Services. The Agency reserves the right to carry out a reconciliation not less than every six months which may lead to an adjustment of the fee to reflect actual time spent based on the Agency’s staff rates in force at the time of the provision of the Services.
3.ii) Media Expenditure
3.ii.a) Advertising space and time in all United Kingdom media shall be charged to Client at the rates negotiated by the Agency with media suppliers (so that all negotiated media discounts and savings directly attributable to the expenditure in question shall be passed on in full to the Client).
3.ii.b) Unless otherwise agreed, in accordance with industry standard practice, the Agency’s contracts with media and suppliers for Clients' advertising are made in accordance with media rate card or other standard terms, conditions and contracts. The Agency shall act as principal in dealing with all media suppliers and all other suppliers. In respect of the placing of all advertisements, the rights and liabilities between the Client and the Agency shall correspond to those between the Agency and the various media and suppliers under such conditions and contracts. Accordingly, the Client acknowledges and accepts: -
3.ii.b.i) that terms and rates are subject to revision in accordance with the agreements made by the various media bodies concerned and
3.ii.b.ii) that all standard trading terms of media suppliers will be adhered to by the Client.
3.ii.b.iii) that it is a condition of the Agency’s recognition agreements with media suppliers that the Agency insures at its own expense against risk arising both to the Agency and to third parties as a result of credit given to all the Agency’s Clients for whom the Agency acts as Principal and accordingly in the event of the Agency's insurers revising or withdrawing cover the Agency will be entitled to amend its terms of business and require pre-payment of media suppliers’ costs.
3.ii.c) It is expressly understood and agreed that although the Agency undertakes to use all reasonable care in the preparation of estimated and target figures relating to:-
3.ii.c.i) the number, proportion or type of people likely to be exposed to any campaign;
3.ii.c.ii) the number of exposures each such person is likely to receive; and
3.ii.c.iii) the cost of acquiring these exposures; these are matters which are ultimately beyond the Agency's control, and therefore no warranties can be given by the Agency as to the accuracy of such estimates and targets or as to the figures actually occurring and no liabilities shall attach to the Agency in respect of any losses suffered by the Client or by any third party as a result of the Client's reliance on such estimates/targets.
3.ii.d) The levy of 0.1% payable by advertisers through agencies to the Advertising Standards Board of Finance (ASBOF) or the Broadcast Advertising Standards Board of Finance (BASBOF) is applied to all gross media rates on advertisements appearing in the United Kingdom and this levy is not subject to agency commission. Such payments will be levied upon the Client as an additional charge identified on each relevant invoice for media costs and will be transmitted by the Agency on the Client's behalf direct to ASBOF and BASBOF.
3.ii.e) Any liability in respect of objections arising in respect of media over delivery shall be the responsibility of the Client.
3.ii f) If late copy charges are levied by a media owner against the Media Agency the Client shall immediately reimburse the amount of such late copy charges to the Media Agency.

3.iii) Digital Media
Online Campaign Management, (ad serving services and trafficking); the Agency uses third party technology suppliers to facilitate the campaign management of online campaigns and to enable the trafficking, optimising, data transfer and reporting of all interactive activity.
The costs to the Client for the provision of these digital media services are based on the volume of impressions delivered per month:
30p per 1000 impressions and 3p per click for standard adserving.
3p per click for Search tracking and bid management.
£3 per thousand views of overpage ads such as Overlays/floating ads.
£1.50 per thousand impressions for in page rich media ads such as video, expandable or polite banners.

In addition to adserving fees there is a standard traffic management fee of £75 per month that campaign is live.
There is also a campaign set up (trafficking fee) dependent on size of campaign as follows:
£200 1-25 placements
£300 25-50 placements
£400 50-100 placements
£500 100-200 placement

3.iii) Charges for Other Services
Additional services outside the defined scope of the Services set out in the Media Planning and Buying Agreement required by the Client will be the subject of a written estimate given in advance of the incurring of costs or the commencement of work by the Agency which will be agreed with the Client in advance and will be charged to the Client on a separate basis.
3.iv) Disbursement and Out-of-Pocket Expenses
Although the Agency will bear and pay for normal out-of-pocket expenses, the following items will be recharged on a net basis to the Client:-
3.iv.a) The cost of travel within and outside of the UK on the Client's business with the exception of travel to the Client’s main office within the UK.
3.iv.b) The reasonable cost of hotel accommodations and car or rail travel expenses.
3.iv.c) Messenger costs incurred on the Client's business.
3.iv.d) All bank charges incurred in making international transfers of funds or currency conversions.
3.iv.e) All other expenses agreed between the Agency and the Client from time to time.
3.iv.f) All vouching will be charged at £3.50 per title
4 Payment
4.i) Fees
All Fee invoices will be issued monthly in advance unless otherwise agreed and are payable within 30 days of the date of the invoice.
4.ii) Media Advertising
4.ii.a) The Agency will send the Client its invoices for all media on the fifteenth and the last day of the month in which the advertising appeared.
4.ii.b) Payment of all invoices for media charges is due by the 15th of the month following the month in which the advertising appeared, or if the 15th falls on a public holiday or weekend, the last working day before that date.
4.ii.c) Notwithstanding the foregoing provision, in the case of those media that require payment prior to the dates set out above and/or require payment of a surcharge if their accounts are not settled by specified dates, such conditions of the Agency’s contracts with media shall automatically also become conditions of the Agency's contract with the Client and the Client therefore agrees to pay the Agency on such earlier dates and/or to pay any surcharge incurred by the Agency as a result of payment by the Client after such dates.
4.ii.d) The existence of a query on an individual item in an account will not affect the due date of payment for the balance of the account.
4.iii) Overseas Media Advertising
Payment terms for non-U.K. Media will be subject to the prevailing terms in each specific market and the Client will be advised in advance of the Agency booking media space and time. The Agency will not make payment to Media Owners or intermediaries unless it has received cleared funds from the Client in advance of the payment date.
Unless otherwise agreed in writing all Fee or Commission payments will be invoiced and paid in Sterling and all overseas media costs will be invoiced and paid in the currency in which the Agency is to incur those costs. The Agency will not accept any arrangement which exposes it to the risk of adverse exchange rate movements.
4.iv) Other Work
Unless otherwise agreed in advance and in writing all charges and expenses payable to the Agency by the Client under this Agreement and not specifically dealt with by the above provisions will be invoiced during the early part of each calendar month for the preceding calendar month. The Client will pay the Agency in respect of the invoiced charges not later than the end of the calendar month of receipt of the invoices.
4.v) Interest
Interest at Barclays Bank base rate plus 4% shall be chargeable upon every invoice (or part of invoice), the payment of which is overdue in accordance with this agreement.
5 Barter
5.i) In the event that the Client intends to enter into any arrangement to receive media credits from any barter company, the Client shall keep the Agency fully and promptly informed as to its proposals and the progress of such negotiations. In the event that such a transaction is concluded, the Client acknowledges that the Agency will continue to plan all media and to make bookings on the Client’s behalf. However, payment for all media booked under the Barter arrangement shall be the responsibility of the relevant Barter company. The Client acknowledges that the Agency shall have no obligations to the media owner, in this respect, and shall indemnify the Agency in respect of any liability, loss or damage existing as a result of any failure by the Barter company to fully and promptly pay all media costs due to the media owner under the Barter arrangement.
5.ii) The Client agrees that the Agency shall be entitled to commission of 5% of the gross value of the barter credits for media planning in respect of media booked by it and paid for under a Barter Agreement and the Client agrees that the Agency shall be entitled to invoice the Client separately for such commissions.
6 Audit Rights and Transparency
6.i) Provision or disclosure of media owner invoices and press vouchers or their equivalent in non-UK media markets will be in accordance with procedures agreed with the Client as necessary. In addition the Agency gives the following undertakings:
6.i.a) The Client has the right to audit any invoice relating to its business at any time it chooses subject only to the minimum of advance notice that is reasonable.
6.i.b) In exercising its right of audit the Client is entitled to request any media owner or service supplier to provide confirmation of invoice details directly to the Client.
6.ii) The Agency will fully co-operate with any third party auditor which the Client may choose to appoint to measure the Agency's performance in appropriate fields of activity subject only to the following provisos:
6.ii.a) No such auditor shall have any other interest or activities that give rise to a conflict of interest or otherwise compromise independence;
6.ii.b) Before appointing any auditor the Client shall consult with the Agency in order that both the Client and the Agency are satisfied that the proposed auditor is both competent, appropriate and independent;
6.ii.c) If the Agency has negotiated a deal with a supplier on the basis that it remains confidential it may be withheld from the auditors provided this is done with the prior knowledge of the Client;
6.iii) All undertakings as to disclosure, transparency and audit rights must remain subject to our overriding duties of confidentiality to our other Clients and our employees. Accordingly, the Agency will not be required to disclose any information that may be in breach of those duties.
7 Confidential Information
7.i) Neither party will disclose to any third party and will maintain as confidential all know-how, processes, inventions, methodologies, drawings, designs, plans, records or any other information or materials supplied to the other party including the details of any arrangements with media buyers except to sub-contractors of that party on a need-to-know basis for the effective performance of this agreement.
7.ii) The Agency shall not disclose any confidential information resulting from studies or surveys commissioned and paid for by the Client without the Client’s prior written consent (not to be unreasonably withheld or delayed). The Client acknowledges the Agency’s right to use as the Agency sees fit any general marketing or advertising intelligence in the field of the Client’s product or services which the Agency has gained in the course of its appointment.
8 Authority
The Client shall and shall ensure that creative agencies appointed by the Client shall comply promptly and fully with all reasonable requests for information and/or assistance made by the Agency in order to enable the Agency to properly comply with its obligations set out in this agreement. The creative agencies of the Client shall be solely responsible for production and the supply of materials and copy rotation to the relevant media in accordance with the schedules notified by the Agency. Agency to supply contact details for all media properties booked on media schedules to designated creative agency in a reasonable time
The Authority to commence work on any project should be in the form of a written brief by the Agency to the Client. The Client's written approval of schedules, estimates, media plans or any other material will constitute the Agency's authority to purchase, publish, make contracts for space, time and other facilities and otherwise to do any other act or thing which the Agency considers it is reasonable to do in order to carry out its obligations under this Agreement. The Client and the Agency hereby agree that for the purposes of this agreement a signature on behalf of the Client on materials submitted for approval shall be construed as written approval of that material and messages sent by post, fax or e-mail will constitute valid written approval.
Where the Agency provides a contact report confirming a verbal discussion with the Client it is imperative that any disagreement on matters covered are notified the Agency within six working days. If no such disagreements are raised within seven days of the date of issue of the contact report it shall be deemed to be confirmed as accurate. The Agency will not commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client's instructions and will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.
Client may at its option supply the Agency with a list of personnel authorised to act on its behalf for the purposes of this Agreement. The said list will be periodically reviewed. In the absence of such a list the Agency shall be entitled to treat all of the Client's staff as duly authorised to act.
9 Cancellation
In the event of the Clients cancelling or amending plans, schedules or work in progress or terminating this Agreement, the Agency shall take all reasonable steps to negotiate with the suppliers to cancel or amend where necessary any commitments which have been entered into by the Agency with such persons but nothing in this clause shall be construed as obliging the Agency to break any lawful commitment with such persons or as relieving the Client of its obligations to make payment for and to indemnify the Agency against any commitments, expenditure, costs, fees or other liabilities properly incurred by the Agency in carrying out its obligation under this Agreement.
10 Termination
Either party shall be entitled to terminate this agreement immediately by written notice in the event that:
10.i) the other is in material breach of the agreement and such breach is incapable of remedy; or
10.ii) the other fails to remedy any material breach of this agreement which is capable of remedy within 14 days of being given notice to do so by the non-breaching party.
10.iii) an order is made or a resolution is passed for the winding up of the other party or the other party has a receiver or administrator appointed of the whole or any part of its assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitles the Court to make a winding up or administration order or if the other party is unable to pay its debts.
11 Effect of Termination
11.i) Within 7 days of termination, the Client shall pay all outstanding invoices and all other sums due to the Agency under this agreement and shall assume the Agency’s liability under and indemnify it for all loss and damage, charges or expenses with respect of all outstanding contracts and authorised commitments made on the Client’s behalf.
11.ii) If the Client wishes to use, after the Term, a media plan drawn up by the Media Agency during the Term for the Client’s future use, the Client shall not do so without the Media Agency’s prior written consent and agreement being reached regarding appropriate remuneration for the Media Agency.
11.iii) Upon termination, the Agency shall transfer, assign and make available to the Client, all property and materials in its possession belonging to and paid for by the Client and which do not continue to belong to the Agency provided that all the Agency’s outstanding invoices have been paid in full. The Agency will also give the Client all reasonable co-operation in transferring the Client’s interest in all reservations, contracts and arrangements with media suppliers.
12 Limitation of Liability
No liability shall attach to the Agency in respect of any delay in, or omission of, publication in the absence of wilful default or neglect on the Agency's part.
Client will fully indemnify the Agency in respect of any claims or liabilities of any nature and related damages, costs and expenses arising out of material published as a result of the Agency's provision of the Services .
Whilst the Agency will take all reasonable precautions to safeguard items of the Client's property entrusted to the Agency's care, in the absence of negligence by the Agency, the Agency will not be responsible for loss, damage, destruction of unauthorised use of such property.
The Agency shall not be liable for any consequential or economic loss arising out of it's work hereunder.
13 Value Added Tax
All references in this agreement to commission, media costs, production costs, fees and all other amounts to be invoiced to the Client are stated exclusive of Value Added Tax, which will be added to all invoices if required by law.
14 General
14.i) Neither party will be liable for any delay or for failure to perform its obligations if that delay or failure is caused by circumstances beyond the control of the party including but not limited to, acts of God, industrial dispute, civil disturbance, strikes (other than strikes by that party’s employees or its sub-contractor’s employees) or lockouts or impossibility of obtaining source material. Such party shall be entitled to a reasonable extension of time for the performance of such obligations.
14.ii) These terms and the Media Planning and Buying Agreement supersede all prior agreements, arrangements and understandings between the parties (whether oral or written) and together constitute the entire agreement between the parties relating to the subject matter of this agreement. In the event of any conflict or inconsistency between these terms and the Media Planning and Buying Agreement, the Media Planning and Buying Agreement shall take precedence.
14.iii) The failure of either party at any time to require performance by the other party of any provisions of this agreement shall in no way affect their right to require performance at any time thereafter, nor shall the waiver of either party of the breach of any provision of this agreement be taken or held to be a waiver of any succeeding breach of such provision or as waiver of the provision itself. No modification or amendment of this agreement shall bind either party unless it is in writing and is signed and accepted by an authorised representative of each party.
14.iv) Notwithstanding that the whole or any part of any provision of these terms may prove to be illegal or unenforceable, the remaining terms or any part of them shall remain in full force and effect.
14.v) Notwithstanding any other provisions in this agreement a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this agreement. Nothing in this agreement shall affect any right or remedy of a third party which exists or is available other than as a result of this Act.
14.vi) Any notice or other document to be given under this agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by prepaid post or facsimile to the other party at their known address. Any such notice or other documents shall be deemed to have been received by the addressee two working days following the date of dispatch if the notice or other document is sent by post, or simultaneously if personally delivered, or upon receipt of the fax confirmation page.
14.vii) In the event of any dispute arising out of the Agreement, the parties will attempt to settle it by negotiation. To this end, they shall use their respective best endeavours to consult or negotiate with each other, in good faith and, recognising their mutual interests attempt to reach a just and equitable settlement satisfactory to both parties. Negotiations shall be conducted between the respective senior executives of the parties who gave authority to settle disputes.
15 Governing Law
This agreement shall be subject to and interpreted in accordance with the law of England and Wales. The courts of England and Wales shall have sole and exclusive jurisdiction other than in respect of enforcement of judgements where their jurisdiction shall be non-exclusive.

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