TERMS & CONDITIONS

1 POP Communications Undertakings:
POP Communications will use all reasonable endeavours to supply the services ("the Services") in accordance with the specification and description contained in the proposal or description referred to ("the Proposal") using its resources, talents and facilities to best effect and within the agreed time schedule and budgetary constraints.
2 Estimates:
All estimates submitted by POP Communications are by way of invitation only and POP Communications reserves the right to withdraw or vary any estimates without prior notice.
3 Charges:
a. The costs, charges and expenses agreed for the supply of the Services are set out in the Proposal and are exclusive of VAT unless otherwise stated. VAT at the appropriate rate applicable at the date(s) of invoicing will be charged, and will be payable by the Client.
b. POP Communications reserves the right to make additional charges at the current rate in respect of extra costs, charges and expenses incurred caused or arising out of:
i. the Client supplying materials of unsound or unsuitable nature or delivered after the agreed date.
ii. changes and additions ordered by the Client after the acceptance of POP Communication's estimate, proposals and schedule.
iii. increases in costs of personnel, materials, equipment or services necessary for the completion of the supply of the Services.
c. Where POP Communications obtains any licences and/or consents in respect of any copyrights and other intellectual property right related to the content of any presentation, conference, programme, production, promotion or campaign these charges shall be passed to the Client.
4 Terms of Payment:
a. All invoices submitted will be presented net monthly i.e. for payment within 30 days from the date of the invoice unless otherwise detailed in the Project Acceptance Form.
5 Intellectual Property Rights:
The entire copyright and all other rights of whatever nature in any literary and artistic works, sound or video recordings, cinematographic works, computer software or software development or enhancement or any other product of the Services and the sole and exclusive right to exploit the same by any and all means in any and all media throughout the world belong to POP Communications absolutely free from any restriction or encumbrance and may be exercised by POP Communications and its licensees throughout the world for the full period of copyright including all renewals, reversions and extensions.
6 Licence:
a. POP Communications hereby grants to the Client a non-exclusive licence to use any material supplied by it in accordance with these terms.
b. The Client may only use material provided by POP Communications for the purpose described in writing to POP Communications or referred to in the Proposal and may not allow such material to be used by any third party without the written agreement of POP Communications.
c. The Client shall not save as permitted by these terms:
i. make more than one back-up copy of any software supplied to it. Any such copy shall in all respects be subject to the terms and conditions of this Agreement and shall be deemed to form part of the software supplied.
ii. decompile, reverse engineer, use or have access to the source code versions of any software supplied without the express prior written agreement of POP Communications.
iii. remove or alter any copyright or other proprietary notice on any software or other material supplied by POP Communications.
iv. use any material supplied by POP Communications for a purpose or in a manner different from that agreed in writing with POP Communications.
d. POP Communications warrants that its title to and rights in any software and other material supplied by it are free from encumbrance and that it has the right power and authority to license the same.
e. In the event of any claim by a third party for infringement of intellectual property rights the Client will give POP Communications sole and complete control of any action to defend their respective rights to use the material subject to the claim and will provide POP Communications with all necessary assistance. The Client undertakes not to do anything without POP Communications written consent which might prejudice or compromise any defence or other action which POP Communications might take.
7 Confidentiality:
a. Neither party shall divulge or communicate to any person, persons or company any of the trade secrets, secret or confidential information, operations, processes or dealings concerning the organisation, business, finances, transactions or affairs of the other party or its customers or clients (hereinafter called "Confidential Information") which may come to its knowledge during the provision of the Services or production of the presentation, conference, programme, production, promotion or campaign, and neither party shall use or attempt to use any such information in any manner which may cause loss to the other.
b. The provisions of Clause 7a above shall not apply to the whole or any part of the Confidential Information to the extent that it is:
i. trivial or obvious.
ii. already in the other's possession on the date of its disclosure.
iii. in the public domain other than as a result of a breach of this clause.
iv. required by law to be disclosed to a relevant or regulatory authority.
c. Notwithstanding the provisions of clause 7a above POP Communications reserves the right to use all or part of any software or material produced for or acquired on behalf of the Client for demonstrating its expertise to potential clients.
8 Client Property:
POP Communications will take reasonable care of any Client's property held by it but will do so at the Client's risk and POP Communications will not be liable for any loss or damage however caused. The insurance of such property shall be the responsibility of the Client.
9 Limitation of Liability:
a. POP Communications shall not be liable for any failure or delay in the supply of the Services caused by any acts of force majeure including but not limited to any dispute, fire, accident, civil commotion, government action, or any other cause beyond its control and POP Communications shall not be liable for any loss, damage or expense suffered by the Client or any third party arising directly or indirectly from any of the matters referred to in this Clause 9a.
b. Notwithstanding any provision to the contrary POP Communications shall not be liable for any consequential loss incurred by the Client howsoever arising whether for loss of profit, loss of use or goodwill or any type of special or indirect loss and whether occasioned by the negligence of POP Communications or its employees or agents or otherwise.
c. Except in the case of personal injury or death caused by POP Communications negligence POP Communications liability to the Client shall not in any circumstances exceed the amount actually paid to POP Communications by the Client.
10 Material Provided by the Client:
The Client (and not POP Communications) shall ensure:
a. that any material provided by the Client and the content of any promotion, production or programme developed by POP Communications on behalf of the Client:
i. does not and shall not infringe any right of copyright moral right or right of privacy or right of publicity or personality or any other right whatever of any person.
ii. is not under the laws of any jurisdiction obscene or blasphemous or offensive to religion or defamatory of any person and does not contain any material which has been obtained in violation of the Interception of Communications Act 1985 the Official Secrets Act 1989 or any analogous foreign legislation and nothing contained in the Work would if published constitute a contempt of court.
b. that it is duly authorised to use any material it provides and that it obtains any necessary clearances or licences from any third party.
11 Indemnity:
The Client shall indemnify POP Communications and hold POP Communications harmless against all or any losses costs and expenses that may be suffered or incurred by POP Communications and all claims, damages and demands that may be made against POP Communications arising out of:
a. any breach by the Client of any of these terms and conditions and in particular Clause 10.
b. any negligence on the part of the Client.
c. any claim by a third party or customer of the Client.
12 Cancellation:
In the event of the cancellation of a project after the contract is agreed, POP Communications will charge for all work undertaken plus a 15% cancellation fee.
13 Suspension and Termination:
POP Communications shall be entitled:
a. to suspend its performance of the Services if and for so long as the Client shall be in breach of any of its obligations including failure to make any payment at the agreed time.
b. to determine any agreement forthwith by written notice if the Client has not rectified any breach within 28 days of POP Communications giving the Client written notice of such breach.
c. to determine any agreement without notice in the event of the bankruptcy, insolvency or liquidation of the Client at any time or in the event of a receiver being appointed over all or any part of the Client's assets.
14 Waiver:
The waiver or non enforcement by POP Communications of any breach or non-observance of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed a waiver of any subsequent breach.
15 Variation:
a. These Conditions shall not be varied, waived or modified except in writing under the hand of a director of POP Communications.
b. POP Communications reserves the right to vary these conditions from time to time subject to giving prior written notice to the Client.
16 Notices:
Any notices required to be given under the Conditions shall be duly served if sent by prepaid first class letter addressed to the party to which it shall be sent to the last known address and shall be deemed to be delivered 72 hours after posting.
17 Proper Law and Jurisdiction:
These Conditions shall be governed and construed according to English law and the parties submit to the non-exclusive jurisdiction of the English Courts.
18 Delays and Postponements:
In the event of a delay or postponement not caused by POP Communications, any costs incurred will be passed on to the Client.
19 Non- solicitation
Neither party shall during the continuation of any relationship between them and for a period of 12 months after expiry or termination of such relationship, howsoever caused, solicit the other party's staff or personnel who have been employed or engaged in the provision of the Services or the performance of any agreement. For the purposes of this clause ‘solicit' means the soliciting of such person with a view to engaging such person as an employee director sub-contractor or independent contractor.
20 Invalidity and Severability
If any provision in these terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect any other provisions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
21 Entire Understanding
These terms comprise the entire understanding between POP Communications and the Client and all other terms and conditions whether express or implied by statute or otherwise are excluded to the fullest extent permitted by law. POP Communications shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings other than those representations agreements statements and undertakings confirmed by a duly authorised representative of POP Communications in writing or expressly incorporated or referred to in the Proposal