Sugar Rush Advertising Standard Terms of Business

1. The service and costs provided by Sugar Rush Advertising apply to the Client on the basis of information briefed into Sugar Rush Advertising by the Client.
2. The total costs for the supply of services will be advised to, and agreed by, the Client prior to the commencement of the work
3. The specific methods of cost allocation for the ongoing activity are as indicated on the project quotation. This cost will be agreed with the Client before commencement of the work.
4. No work will be carried out by Sugar Rush Advertising until an authorised purchase order, letter or electronic mail of confirmation has been received from the Client.
5. For and requested services that fall outside Sugar Rush Advertising the current quotation the Client will be provided by Sugar Rush Advertising with an additional quotation detailing costs. No such additional services will be carried out until an authorised purchase order, letter or electronic mail of confirmation has been received from the Client.
6. The initial contract shall be for the start date and duration as detailed on the quotation as attached in Schedule 2.
7. The quotation of cost is valid only for the dates outlined within the document. Should the project dates change Sugar Rush Advertising reserves the right to issue an updated quotation.
8. Acceptance by the Client of Sugar Rush Advertising's quotation is deemed to include acceptance of Sugar Rush Advertising's Terms of Business.

General Issues

1. Sugar Rush Advertising reserves the right to instigate legal recovery proceedings for any payments still outstanding after a period of 60 days.
2. All queries relating to Sugar Rush Advertising's invoices must be made in writing within 7 days of the date the invoice was raised.
3. Any breach of payment shall entitle Sugar Rush Advertising to terminate, without prior notice, each and every activity concluded under these Terms of Business between the Client and Sugar Rush Advertising.
4. In the event of cancellation or delay of the work due to circumstances caused by force majeure (for example industrial dispute or severe weather conditions), Sugar Rush Advertising cannot be held responsible for such delays or cancellations, and the Client will be liable for a 50% charge for the personnel element of the work including expenses together with any other contracted costs that Sugar Rush Advertising are unable to recover on the clients behalf, Sugar Rush Advertising will use its best endeavours to recover value on the clients behalf from such suppliers.
5. Sugar Rush Advertising reserves the right to use sub-contractors where necessary and undertakes to bind them by these Terms of Business.
6. The Client agrees not to approach them for either direct or indirect engagement of services within the lifetime of the agreement and for a period of twelve months thereafter, unless approval is obtained in writing from Sugar Rush Advertising
7. Sugar Rush Advertising will take all reasonable and appropriate care of any items, products or documentation in its possession that are the ownership of the Client or their Clients or Suppliers, but can not be held responsible for any reconciliation discrepancies without prior written agreement by both parties regarding control and auditing procedures. For all items Sugar Rush Advertising will accept responsibility for lost materials which have been delivered to the Company where proof of delivery is available
8. Sugar Rush Advertising warrants that suitable Public Liability Insurance is in place in respect of Sugar Rush Advertising employees
9. The Client confirms that it is expressly understood and agreed that in planning the marketing activity, the Agency shall use its reasonable endeavours to ensure the accuracy of all estimated and target figures relating to:
   • the distribution of direct mail (including door drops);
   • the response rates to mail shots;
   • the redemption rates to sales promotions;
   • the number, proportion or type of people likely to be exposed to the Work;
   • the number and quality of interaction;
   • the number of exposures each person is likely to receive;
   • the cost of achieving these exposures; and
   • the marketplace effectiveness of any Project.

Since these are matters which are ultimately beyond the Agency's control, no warranties can be given by the Agency as to the accuracy of such estimates/targets or as to the figures actually occurring and no liability shall attach to the Agency in respect of any losses suffered by the Client or by any third party by reason of the Client's reliance on such estimates/targets.

1. Variation of the service as described in the quotation will only be implemented after agreement with the Client and if any additional costs to Sugar Rush Advertising are met.
2. Written or email confirmation of any activity or a letter of agreement will be deemed to be acceptance by both parties of the terms of business. Any amendments to these standard terms of business must be agreed by both parties, in writing, prior to the commencement of activities.
3. All information provided by Sugar Rush Advertising and received by either party (whether supplied in reproducible or non-reproducible form) will be kept strictly confidential by Sugar Rush Advertising and not used in any way, commercial or otherwise, save for the purpose of its intended use. Client information and collected data will not be shared with any other clients in the operation unless written permission has been given by the owner.
4. Sugar Rush Advertising will provide where relevant post evaluation information exclusively for the Client. Sugar Rush Advertising will not provide any information to a third party unless this has been previously requested to do so by the Client.
5. Any other Client information not directly related to the operation of the activity shall be treated as confidential by Sugar Rush Advertising at all times by Sugar Rush Advertising.
6. Sugar Rush Advertising reserves the right to reasonably revise and amend costs accordingly should the parameters of an activity or market conditions change during the development. Any revisions to costs will be advised to, and agreed with the Client.
7. These Conditions and all Contracts are subject to English Law and both parties submit to the exclusive jurisdiction of the English Court.

1.1 All Fees shall be paid to Sugar Rush Advertising to the Company without any deduction or legal or equitable set off whatsoever.
1.2 All costs and expenses incurred by the Company or for which there is a commitment on behalf of the Client together with all applicable VAT or other relevant tax duty or impost thereon at any time and at all times shall be paid to Sugar Rush Advertising by the Client to the Company or as the Company shall otherwise direct on first demand at any time by the Company.
1.3 Without prejudice to the generality of the foregoing the Company reserves the right in its absolute discretion to require the payment of a deposit in such amount as the Company may specify where the Company has agreed to incur costs and expenses in connection with an Assignment on behalf of the Client
1.4 The Company reserves the right to charge an additional 1.95 per cent of Fees payable hereunder in respect of any insurances effected by the Company in connection with any Assignment. Event insurance is not covered by this and can be taken out at the Clients cost if deemed necessary event by event.
2. The Company reserves the right to charge the Client interest at the rate of 7.5% above Bank of England base rate base rate from time to time on the balance from time to time outstanding on all unpaid Sugar Rush Advertising invoices from the due date to the date of payment.
3. All sums payable hereunder are exclusive of VAT and the Client agrees in addition to pay all applicable VAT thereon.
22. These terms are personal to the Client who may not assign sub contract or otherwise deal with them. The Company may assign subcontract charge or otherwise deal with the benefit of these terms in any way and the rights of the Company hereunder shall inure to the benefit of the successors in title and assigns of the Company.
23. If the Client shall enter into liquidation or bankruptcy or any arrangement with or for the benefit of its creditors or is in breach of its obligations hereunder the Company by notice in writing to the Client may terminate any agreement with the Client with immediate effect without prejudice to the rights of the Company which have accrued up to such date of termination.
24. All the provisions of these terms which are intended by their nature to survive the cancellation termination or expiry of any agreement between the Company and the Client relating to any Assignment governed by these terms shall continue in force following such cancellation termination or expiry for so long as may be required to give effect thereto.
26. If at any time any provisions of these terms is or becomes invalid, illegal or unenforceable in any respect under any law the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
27. The Client warrants in each case as a continuing warranty as follows:
27.1 That it has all due authority required to enter into these presents without the concurrence of or infringement of the rights of any third party.
27.2 That all promotional material client pro forma’s or any other information supplied to the Company by or on behalf of the Client in connection with the Assignment does not infringe the rights of any third party and is lawful true complete and accurate in all respects and shall be provided with all due expedition as and when required.
27.4 That the Client is or is duly authorised on behalf of the beneficial owner free from encumbrances of the intellectual property rights in all items of artwork logos, designs, symbols, emblems, insignia, fascia, slogans, copyrights, know-how, information, drawings, plans, advertising publicity and other identifying materials or information whatsoever in which intellectual property rights or rights in the nature of intellectual property rights may subsist supplied by or on behalf of the Client to the Company and/or otherwise utilised by the Company in connection with the Assignment (Client Intellectual Property);
27.5 That without warranty such rights of the Company in any copyright and other intellectual property rights of the Company in work arising from or created, produced or developed by the Company under or in the course of the relevant Assignment (if any) (“the Works”), shall (unless otherwise agreed) upon payment by the Client of all sums due under these terms vest in and shall be and remain the sole and exclusive property of the Client, subject to clause 30.3.3;
 
27.6 That the Client hereby grants or procures the grant to the Company with full title guarantee such irrevocable royalty free licence and consent [and in the case of moral rights grants such waiver thereof] as the Company may require in order to:

• Lawfully use the Client Intellectual Property and the Works for the purposes of carrying out and completing the Assignment.
• Lawfully use the Client Intellectual Property and the Works at all times during and following determination of any agreement with the Client governed by these terms to publicise and market the goods and/or services of the Company.

27.7 That the Client is the beneficial owner free from encumbrances of all items of Stock and Equipment or any other goods supplied by or on behalf of the Client in connection with any Assignment and that such items are of reasonable quality and in good working order.
27.8 That unless otherwise agreed in writing, risk in all items of Stock and Equipment supplied by or on behalf of the Client shall remain with the Client.
27.9 That the Company is duly authorised to disclose any information disclosed orally or in writing by the Client in connection with any Assignment (whether the information is confidential or not) to;

• Customers or potential customers;
• Employees of the Company;
• Government agencies or other regulating authorities;
• Insofar as is necessary either to carry out its duties in relation to any Assignment or to comply with the law.

27.10 Without prejudice to the generality of the foregoing that the Client will unless otherwise agreed in writing at all times and from time to time obtain all necessary clearances from and pay as and when the same become due any fees and costs payable to any collecting society and/or beneficial owner and/or any other third party as may be required in relation to those intellectual property rights referred to in clause 23.3.
28.  Without prejudice to the generality of the foregoing, the Client shall indemnify the Company on demand against all costs claims losses liabilities demands proceedings or damages (including legal expenses) howsoever arising as a result any third party claim that the use of the Client Intellectual Property and the Works in accordance with the provisions of these terms infringes any intellectual property right of any third party or otherwise arising as a result of any breach of the warranties contained in clause 23 of these terms.
29. The Client shall perform or procure the due observance and performance of these terms insofar as they relate to the Client using reasonable skill and care and having first obtained all required permissions consents and approvals and in compliance with all statutes statutory instruments orders and regulations made thereunder or deriving validity therefrom, all requirements of the local authority or any other competent authority and otherwise in compliance with any relevant codes of practice.
31. Any notice to be given hereunder shall be in writing and sent by pre paid recorded delivery registered post or facsimile to the other party at the respective addresses appended to these terms. All changes of address are to be notified to the other party within 48 hours of the change and thereafter all notices to be given hereunder shall be sent to such last notified address.
32. The relationship of the Company and the Client shall be that of Independent Contractors.
33.  Any agreement governed by these terms shall be read, construed and take effect in accordance with the Laws of England and the parties hereto expressly agree to submit to the non exclusive jurisdiction of the English Courts.
34. Nothing in any agreement governed by these terms shall confer or purport to confer on any third party any benefit or the right to enforce any term of any agreement governed by these terms for the purposes of the Contracts (Rights of Third Parties) Act 1999.

Website terms

Introduction

These terms and conditions govern your access to and use of the website identified by any hosts within the domain name www.sugarrushadvertising.com or ("the Site"). In consideration of you being given access to the Site upon these terms of use, you agree with the Sugar Rush Advertising Ltd 7379631 whose registered office is at 57 London Road, High Wycombe, Bucks, HP11 1BS, to access and use the Site strictly in accordance with these terms of use. Do not proceed to access this Site if you do not agree to these terms of use.

Intellectual Property Rights

You will not do anything which might affect intellectual property rights in the Site its contents or software. Such rights are owned by us or our licensors and are protected by copyrights trademarks and other rights in the nature of intellectual property rights.

You warrant in each case on a continuing basis that:

• You will not post or submit, or permit any posting or submission to the Site, of any information image or data which is;
• Obscene, contrary to public morals or decency, or is not lawful truthful decent or accurate, or which infringes the rights of any third party;
• You will not copy distribute publish or make derivative works from postings to or material on the Site, or the Site itself or any part of it.
• We retain the right to withdraw or modify the site for legal or technical or reasons, therefore there may be times when the site is unavailable.
• Any action in breach of these terms of use may result in legal action being taken against you, suspension or termination of your right to use the Site.

Limitation of Liability

All warranties arising in relation to the Site or its content are to the fullest extent permissible by law excluded, and accordingly we can accept no liability for loss or damage suffered by you as a result of:

• Access to and/or use of the Site by you or any other visitor or member of the Site;
• The content of the Site;
• Viruses that may infect equipment;
• Site downtime;
• Inaccuracies or omissions in content;
• Acts or omissions of visitors to or members of the Site;
• Loss of data, loss of profit, revenue, business or consequential loss as a result of your use or access of the Site;

Provided that nothing contained in these terms of use shall affect your rights where you deal as consumer and provided further that in relation to your use or access to the Site, we accept liability for death or personal injury arising as a result of our proven negligent act or omission.

The internet is an open medium. You accept that any information submitted or posted to the Site is remitted at your own risk and we can accept no liability for breaches of confidentiality or other losses suffered by you as a result of third party access being obtained to information images or data you send over the internet. The Site may operate as a referral site to other sites, advertisements promotions or otherwise. In such event we can accept no responsibility for any dealings you have with or any losses suffered by you as a result of your dealings with any third party sites accessed as a result of your use of the Site. We accept no responsibility for any links to such third party sites, and do not endorse their content.

You will fully indemnify and hold us harmless from it against any and all actions, threats, proceedings, claims, liabilities, losses, damage, costs and expenses (including without limitation reasonable legal expenses) which may be suffered or incurred by us directly or indirectly arising out of or in connection with any breach by you of any of these terms of use.

Privacy Policy

You will be deemed to have accepted the following terms in relation to any information about yourself which you choose to submit to the Site or send to us by any other method ("personal information"). If you do not agree to these terms do not submit any personal information to us. If you wish to discuss our proposed uses of your personal information, please contact us on the email address referred to below. We use cookies which are files placed on your computer, to enhance your use of the Site. They work by recognising and remembering your user name and password when you log on. If you do not wish to use these cookies, do not select the ‘Remember me’ option when logging in. You agree that your personal information will be used and shared with: Our customers clients and suppliers to provide and improve our services to you; Clients or suppliers of ours and third party suppliers that may be of interest to you for the purpose of marketing products services promotions or competitions of theirs or ours from time to time and fundraising; Traders in personal information for the purposes of sale hire or exchange of personal information. Any third party which acquires all or a substantial interest in our undertaking; We will always follow strict security procedures in storing, using and sharing the information you give us, in order to prevent unauthorised access to it. These security procedures may mean that proof of your identity may sometimes be required before information can be disclosed to you.