Introduction
The Smart Avenue Media Contract is made up of the following:

• (a) Schedule of works; and

• (b) These Standard Terms.

If there is any conflict or ambiguity between the terms of the documents listed above, a term
contained in a document higher in the list shall have priority over one contained in a document
lower in the list.

1. INTERPRETATION
 

1.1 Definitions:
Client: the party named as the client in Schedule of works.
Client Materials: any materials provided by the Client which Smart Avenue Media shall
use in carrying out any Works.
Schedule of works: the document titled “Smart Avenue Media Contract Schedule of
works” setting out the details of the Client, the Works and the Fees.
Contract: the contract between the Client and Smart Avenue Media for the supply of the
Works and/or Deliverables in accordance with these Standard Terms and Schedule of works.
Deliverable: any deliverable specified in Schedule of works which Smart Avenue Media
agree to provide as part of the Works.
Fees: the charges payable by the Client for the supply of the Works by Smart Avenue Media,
as set out in Schedule of works.
Smart Avenue Media: Smart Avenue Media Limited ('the Company') was incorporated in
England under registration number14813147; Registered Office: 111 Dudwell Lane, Halifax.
West Yorkshire. HX3 0SS.
Standard Terms: these terms and conditions set out in clause 1 to clause 10 (inclusive).
Works: the works, including the provision of any Deliverable, to be provided by Smart
Avenue Media pursuant to this Contract, as set out in Schedule of works.
Works Start Date: the day on which Smart Avenue Media is to start provision of the Works,
as set out in Schedule of works.

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2. COMMENCEMENT AND TERM
The Contract shall begin on the earlier of the Works Start Date and the date the Works
commence. The Contract shall continue, unless terminated earlier in accordance with its
terms, until the Works are concluded, or the Contract is terminated in accordance with
clause 8.

3. SUPPLY OF WORKS
 

3.1 Smart Avenue Media shall supply the Works to the Client in accordance with the Contract.
 

3.2 In supplying the Works, Smart Avenue Media shall:
(a) perform the Works with reasonable care and skill;
(b) use reasonable endeavours to perform the Works in accordance with the
description set out in Schedule of works;

(c) obtain any releases required for the use of any Deliverables; and
(d) comply with all applicable laws, statutes, regulations from time to time in force for
the provision of the Works,
provided that; (i) Smart Avenue Media shall not be liable under this agreement if,
as a result of such compliance, it is in breach of any of its obligations under this
agreement, and (ii) Smart Avenue Media is not responsible for confirming the
Clients legal and regulatory obligations, and (iii) Smart Avenue Media shall not be
responsible for the Clients compliance with its legal or regulatory obligations save
for the provision of the Works.

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3.3 The Parties acknowledge and agree that where the Works involve elements of filming or
other services which are subject to disruption by weather, illness or other unplanned events
Smart Avenue Media shall take reasonable steps to mitigate such risks and shall where
reasonable to do so agree mitigation measures with the Client. In the event that the costs of
the Works are increased by the need to reschedule or cancel any element of the Works the
Client shall either pay the additional costs of the rescheduling or the costs of the cancelled
element of the Works in full or up to the amount specified in Schedule of works as the
contingency amount. The Parties shall specify details of any contingency and requirements
to mitigate potential disruption in Schedule of works.

4. CLIENT'S OBLIGATIONS
 

4.1 The Client shall:

(a) co-operate with Smart Avenue Media in all matters relating to the Works.
(b) provide such access that Smart Avenue Media requires to calls or any premises to
carry out the Works.
(c) meet the Client Obligations specified in Schedule of works;
(d) provide, for Smart Avenue Media, its agents, subcontractors, consultants, and
employees, in a timely manner and at no charge, access to the Client's premises,
office accommodation, data and other facilities as reasonably required by Smart
Avenue Media; and
(e) provide, in a timely manner, such information as Smart Avenue Media may
reasonably require, and ensure that it is accurate in all material respects.
(f) be responsible for checking the accuracy of all information, text, names, website
url, contact numbers and other information contained in finished outputs;
(g) ensure that it has the appropriate rights for any materials it requires to be
incorporated into the Works and shall not require Smart Avenue Media to
incorporate any materials in the Works for which Smart Avenue Media reasonably
considers the required rights are not in place. For the avoidance of doubt where
Smart Avenue Media recommends any materials it shall confirm the details of any
required licenses.

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4.2 If Smart Avenue Media & #39; s performance of its obligations under this agreement is prevented
or delayed by any act or omission of the Client, its agents, subcontractors, consultants or
employees (including non-payment of an invoice or failure under clause 4.1), Smart Avenue
Media shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Client
that arise directly or indirectly from such prevention or delay.

(b) be entitled to payment of the Fees which it may reasonably expect to have
received despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Smart Avenue Media
sustains or incurs that arise directly or indirectly from such prevention or delay.
 

4.3 The Client undertakes to advise the end user that they will not have any rights to the
Deliverables under Clause 5 of this Agreement. Smart Avenue Media will retain all rights to
the Deliverables and the Client will undertake to;
(a) Renegotiate the agreement to include a New Airtime Plan and Licencing
Agreement if their agreement comes to an end; or
(b) Refer the end user to Smart Avenue Media to renegotiate the Terms of Use for the
Deliverables and/or Works if there are any disputes with the end user.

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5. INTELLECTUAL PROPERTY
 

5.1 Smart Avenue Media and its licensors shall retain ownership of all its intellectual property
rights that it holds prior to and generates during the period of this agreement, including
those contained in any Deliverable.
 

5.2 Smart Avenue Media shall licence the Client to use any Deliverable provided as part of the
Works for the purposes specified in Schedule of works and/or its internal requirements
and/or to provide to any regulator or similar body for the purposes of demonstrating the
results of the Works only. Intellectual property in any Deliverable shall only transfer to the
Client if specified in Schedule of works, on such terms as may be specified and subject to any
licence or release from a third party that may be required. Where any intellectual property
is transferred it shall not include any intellectual property which was not developed as part
of the Works which shall be licenced as may be required in accordance with clause 5.1.
 

5.3 The Clients licences Smart Avenue Media to use any Client Materials provided as required
for the provision of the Works and/or to the requirements of any regulator or similar body
for the purpose of demonstrating its entitlement to use the same.
 

5.4 Each party shall indemnify and keep indemnified and hold harmless the other against any
loss or damage, costs, expenses, damages and losses (limited to any direct losses, but
including interest, penalties and reasonably incurred legal costs and all other reasonably
incurred professional costs and expenses) suffered or incurred by the indemnified party in
connection with any claim by a third party claim for the actual or alleged infringement of a
third party’s intellectual property rights arising in connection with the Deliverables (where
the indemnity is from Smart Avenue Media) and the Client Materials (where the indemnity is
from the Client), excluding any claim caused by an action of the indemnified party, such
indemnity to be capped at a maximum amount of £100,000 in aggregate for any and all
claims.
 

5.5 Except as specifically provided in this agreement, the enforcement and protection of a
party's intellectual property rights shall be in the sole discretion and control of that party
and any and all recoveries resulting from such enforcement or protection actions shall be
retained by that party.
 

5.6 Smart Avenue Media retain the intellectual property rights in the Deliverables unless
otherwise set out in Schedule of works or in a written notification signed by the Directors of
Smart Avenue Media. For the avoidance of doubt Smart Avenue Media’s retained
ownership includes (without limitation) all rights to royalty payments which may arise as a
result of the broadcast of a Deliverable or a part thereof.

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6. FEES AND PAYMENT
 

6.1 In consideration for the provision of the Works, the Client shall pay Smart Avenue Media the
Fees in accordance with this clause 6 .
 

6.2 All amounts payable by the Client exclude amounts in respect of value added tax (VAT),
which the Client shall additionally be liable to pay to Smart Avenue Media at the prevailing
rate (if applicable), subject to receipt of a valid VAT invoice.
 

6.3 Unless otherwise stated in Schedule of works, Smart Avenue Media shall submit an invoice
for 50% of the Fees (plus VAT if applicable) prior to the commencement of the Works. The
provision of the Works shall not start until this invoice is paid.
 

6.4 Smart Avenue Media shall submit further invoices for Works as the Works are provided or as
specified in Schedule of works.
 

6.5 The Client shall pay each invoice due and submitted to it by Smart Avenue Media, within 30
days of its date, by BACS transfer to a bank account nominated in writing by Smart Avenue
Media.
 

6.6 If the Client fails to make any payment due to Smart Avenue Media under this Contract by
the due date for payment, then, without limiting Smart Avenue Media's remedies under
clause 8 :
(a) the Client shall pay interest on the overdue amount at the rate of 3% per annum
above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on
a daily basis from the due date until actual payment of the overdue amount,
whether before or after judgment. The Client shall pay the interest together with
the overdue amount.
(b) Smart Avenue Media may suspend all Works until payment has been made in full.
 

6.7 All amounts due under this agreement shall be paid by the Client to Smart Avenue Media in
full without any set-off, counterclaim, deduction or withholding (other than any deduction
or withholding of tax as required by law).
6.8 No intellectual property shall be licenced by Smart Avenue Media or transferred by them
unless and until all Fees are paid in full.
 

6.9 If the Client fails to advise the end user of the provision in Clause 4.3, the Client will be
subject to all costs incurred if there is any usage by the end user which falls outside of any
agreement.
 

6.10 Smart Avenue Media may revise the Fees once in any 12 month period by providing 3
months notice. No change to the Fees shall be made during the first 12 months of the
Contract. Unless the Client terminates the Contract the revised Fees shall apply from the
end of the 3 month notice period.

7. LIMITATION OF LIABILITY
 

7.1 Nothing in this Contract shall limit or exclude the Smart Avenue Media's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its
personnel, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act
1982 (title and quiet possession) or any other liability which cannot be limited or
excluded by applicable law.

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7.2 Subject to clause 7.1 , Smart Avenue Media shall not be liable to the Client, whether in
contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under
or in connection with this agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill;
(g) fines or penalties;
(h) and
(i) any indirect or consequential loss.

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7.3 Subject to clause 7.1 , Smart Avenue Media's total liability to the Client, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise, arising under or in
connection with this Contract shall be limited to 50% of the Fees paid by the Client under
this Contract.

8. TERMINATION
 

8.1 Without affecting any other right or remedy available to it, either party to this Contract may
terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Contract which
breach is irremediable or (if such breach is remediable) fails to remedy that breach
within a period of 30 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring), being wound up
(whether voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to carry
on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease
to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the
terminating party's opinion the other party's capability to adequately fulfil its
obligations under this Contract has been placed in jeopardy.

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8.2 Without affecting any other right or remedy available to it, Smart Avenue Media may
terminate the Contract with immediate effect by giving written notice to the Client if the
Client fails to pay any amount due under this Contract on the due date for payment and
remains in default not less than 30 days after being notified to make such payment.
 

8.3 On termination of this Contract for whatever reason:

(a) the Client shall immediately pay to Smart Avenue Media all of Smart Avenue
Media's outstanding unpaid invoices and interest and, in respect of Works supplied
but for which no invoice has been submitted, Smart Avenue Media may submit an
invoice, which shall be payable immediately on receipt;
(b) termination of the Contract shall not affect any of the parties' rights and remedies
that have accrued as at termination, including the right to claim damages in respect

of any breach of this Contract which existed at or before the date of termination;
and
(c) any provision of the Contract that expressly or by implication is intended to come
into or continue in force on or after termination shall remain in full force and
effect.

9. GENERAL
 

9.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in
performing, or failure to perform, any of its obligations under this Contract if such delay or
failure result from events, circumstances or causes beyond its reasonable control.
 

9.2 Assignment and other dealings.

(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or
deal in any other manner with any or all of its rights and obligations under this
Contract without Smart Avenue Media’s prior written consent.
(b) Smart Avenue Media may at any time assign, transfer, charge, subcontract, declare
a trust over or deal in any other manner with any or all of its rights under this
Contract.
 

9.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during this Contract, and for a
period of five years after termination of this Contract, disclose to any person any
confidential information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by clause 9.3(b) .
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, subcontractors, or advisers who
need to know such information for the purposes of carrying out the party's
obligations under this Contract. Each party shall ensure that its employees,
officers, representatives, subcontractors, or advisers to whom it discloses
the other party's confidential information comply with this clause 9.3 ; and
(ii) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.

(c) No party shall use any other party's confidential information for any purpose other
than to perform its obligations under this Contract.

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9.4 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations, and understandings between them, whether written
or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance, or warranty (whether made innocently or negligently)
that is not set out in this Contract. Each party agrees that it shall have no claim for
innocent or negligent misrepresentation or negligent misstatement based on any
statement in this Contract.

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9.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by
the parties (or their authorised representatives).

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9.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be
deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the
single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
 

9.7 Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal, or
unenforceable, it shall be deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or deletion of a provision or
part-provision under this clause shall not affect the validity and enforceability of the rest of
this Contract.
 

9.8 Data Protection
Both parties shall comply at all times with the Data Protection Legislation and shall perform
its obligations under the Contract in such a way as to comply with the obligations under the
Data Protection Legislation.
 

9.9 Notices.

(a) Any notice or other communication given to a party under or in connection with
this Contract shall be in writing, addressed to that party at its registered office or
such other address as that party may have specified to the other party in writing in
accordance with this clause, and shall be delivered personally, or sent by pre-paid
first class post or other next working day delivery service, commercial courier, or
email.
(b) A notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 9.9(a) ; if sent by
pre-paid first class post or other next working day delivery service, at 9.00 am on
the second Business Day after posting; if delivered by commercial courier, on the
date and at the time that the courier's delivery receipt is signed; or, if sent by
email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.

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9.10 Third party rights. No one other than a party to this agreement shall have any right to
enforce any of its terms.
 

9.11 Bribery. The parties shall comply with all applicable laws, regulations, codes and sanctions
relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
 

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

9.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with this Contract or its subject matter or formation.

10. NON-SOLICITATION
 

10.1 Neither party shall, for a period of 12 months from the date of this Agreement, (except with
the prior written consent of the other party) directly or indirectly solicit or entice away (or
attempt to solicit or entice away) from the employment of the other party, any employee of
that other party who is employed or engaged in any services under this Contract.

 

10.2 This provision shall not apply in respect of any applications to a publicly available job
application, other than applicants from who are in a management role where it shall
continue to apply.