The provisions of this Agreement shall apply to You, The Client and Us, The Agency.

The Agreement shall be accepted in addition to specific Service Level Arrangements which may be agreed between the parties from time to time as deemed necessary between the parties at the time of entering into any Agreement for the provision of services specified.

‘Agency’ herewith referred to as ‘Us/We’ means Upp B2B Limited, whose registered place of business is Fourth Floor, White, MediaCityUK, Salford Quays. M50 2NT and whose company registration number is 10214608; and authorised Directors of the business.

‘Agreement’ means the agreement, obligations and undertakings specified within these Terms and Conditions.

‘AI Tools’ means any artificial intelligence, machine learning, generative AI, large language model, image generation, automation, or algorithmic software used by the Agency in providing the Services.

‘Brief’ means an outline description of the services which may form the basis of an Order by the client.

‘Client’ herewith referred to as ‘You’ means whoever acts as principal in commissioning Creative or Marketing Services offered by the Agency on behalf of a company engaged with The Agency.

‘Client’s Agent’ means any third party engaged by the Client to participate in the production of Creative Services and Materials and/or to place orders for Creative or Marketing Services on the Client’s behalf.

‘Creative Material’ means whatever We originate or source from third parties in order to fulfil an Order for Creative or Marketing Services.

‘Creative Services’ means, but is not limited to brand consultation, strategy consultation, creative or design consultation, digital support services, events management, origination of artwork and copy and the production and delivery of Marketing Material as required by The Client.

‘Due Date’ means the standard terms and conditions of payment specified within Section 3 of this agreement or alternate credit terms that have been agreed in writing by a Director of the Company.

‘Marketing Material’ means but is not limited to: Advertisements, Brochures, Leaflets, Flyers, Mailers, Signs, Displays, Websites including website development, microsites, digital application and digital communications; Video, social media posts, Event Collateral, Soundtracks. Also images, designs and styles for inclusion in Client’s other work.

‘Marketing Services’ means, but is not limited to: activity undertaken by Us, whether or not using Marketing Materials produced by Us, to deliver Marketing Materials to potential customers; provision of leads, market intelligence or marketing data. ‘Order’ means any order placed by You or the Client’s Agent and accepted by Us for the delivery of Creative or Marketing Services. ‘Written (Writing)’ means written communication in English in either hard copy or, with the exception of notice under clause 11, e-mail form.

We act in all our contracts as a principal at law.

2.1) These Terms & Conditions will remain in force unless and until varied in Writing in accordance with clause 11 below.

2.2) All Orders placed by You and accepted by Us will be separate Contracts subject to these Terms & Conditions.

3.1) Our settlement terms are payment by cheque received by Us by the Due Date, or cleared funds in our account by bankers automated clearing (BACS) within 14 days of date of invoice, save as to a specific written agreement upon payment terms with the Managing Director of Upp B2B Limited.

3.2) Invoices dated in one month may be despatched up to 10 days after the month end without this affecting the Due Date. Where the Client has delayed sharing a purchase order for work completed in any given month, we reserve the right to issue the invoice dated in line with the month in which the work was completed upon supply of the purchase order, without impacting the Due Date.

3.3) Marketing Services undertaken by The Agency shall be billable monthly and invoices raised within that period. Payment terms of 7 days apply for purchases made on your behalf e.g. media, print, promotional items. For significant purchases made on your behalf we reserve the right to issue invoices for immediate payment before the purchase is made.

3.4) Settlement will not be complete unless a remittance advice giving details of invoices being paid has also been received by Us.

3.5) Failure to settle within 7 days of the Invoice Due Date entitles Us to impose an immediate surcharge at 6% above the Bank of England Base Rate of Interest followed by a 2 per cent surcharge in respect of each succeeding day before settlement. We reserve the right to include a compensation fee of no less than £100 on any unpaid invoices, along with all reasonable costs incurred in collecting any debt where these exceed the compensation sum i.e. Court and Legal fees.

3.6) Where an invoice remains unpaid for more than 60 days, we reserve the right to cancel forthwith, without prejudice to any outstanding liabilities, any subsisting Contracts relating to Your Creative or Marketing Services by giving written notice to You to that effect. We reserve the right to charge a fee for work in progress, planned work against an issued purchase order, outstanding project fees, planned work to complete the job and any losses suffered by Us as a result of such cancellation, including those for specific legal action and recovery of any and all sums outstanding.

3.7) Cancellation of a Contract under clause 3.6 will also automatically cancel any other subsisting Contracts and any media services agreement or media contracts with Us and such cancellation will create no liability for early termination.

3.8) Our Agility and Power Hours packs are purchased on a use it or lose it basis over a term of six months from the date of invoice. This means that any pack pre-purchased hours of time not used by the end of the six month period will be forfeited automatically, unless pre-agreed in writing by a Director of the Company. All packs do not include provision for third party costs e.g. media, print and must be used solely for Agency services.

3.9) We are happy to support Clients who wish to pre-invoice work prior to its completion on the basis that no funds will be reimbursed at any time if the Project requirements change. Reallocation of funds to another Project must be pre-approved in writing by a Director of the Company. Unused funds outstanding six months from the pre-invoice date will automatically expire if the Project remains uncompleted unless otherwise approved in writing by a Director of the Company.

3.10) Credit Notes and Claims. It shall be the sole responsibility of the Client to notify Upp B2B Limited in writing of any request for a credit note that the Client believes to be due, within fourteen (14) days of the relevant invoice issue date.

Any such request must be submitted by email to accounts@uppb2b.co.uk, with a copy provided to the Client’s designated account lead, and must clearly set out the full reasons for the request.

Where a credit note is issued by Upp B2B Limited for any reason, it shall be the Client’s responsibility to apply, deduct, or otherwise claim the value of such credit note within three (3) months from the date of issue. Any claim, deduction, or application of a credit note not made within the three-month period shall automatically lapse and be deemed withdrawn, and the credit note shall thereafter be null and void.

No entitlement, claim, or right in respect of any credit note shall be recognised or accepted by Upp B2B Limited after the expiry of the three-month period.

4.1) You agree to give a full and clear Brief to Us and ensure that all the facts given about your products or services are accurate and in no way misleading. You agree to inform us without delay if You consider that any claim or trade description in any advertisement submitted to You by Us is false or misleading in relation to Your products or services.

4.2) After receiving Your Brief, we will submit to You for specific approval as appropriate: (i) Relevant proposals for the various services which may be involved as required by the Brief; (ii) Estimates for the cost of the various services which may be involved. Estimates and quotes are subject to full scoping and applicable UK taxes valid for 30 days from the date of quotation and are exclusive of VAT.

4.3) Unless specifically stated in the Brief, We will require Your Written confirmation by an authorised signatory, or by purchase order, and that the Brief will form the basis of an Order in accordance with the estimates given. Email approval can be accepted where there is an urgent timeline and you are unable to issue a purchase order prior to work commencing.

4.4) Where You require to see proofs for approval before production costs are committed, You must specify this in the Brief and Order. Where proofs are required Your approval of copy and layouts will be our authority to purchase production materials and prepare proofs, and Your approval of proofs will be Our authority to commit to completion of the Order.

4.5) Your Order will be confirmation that costs reasonably incurred by us up to the time of Approval will be chargeable to You whether or not the proofs are subsequently Approved.

4.6) Where time is of the essence for the delivery of Marketing Materials or Services or Creative Materials or Services You must specify this in the Brief and Order. Please note our minimum turnaround times are 3-5 working days.

4.7) Where Your Order is given on Your standard order form stating Your standard conditions, in as much as those which conflict with these Terms & Conditions, these Terms & Conditions will take precedence unless expressly agreed in writing by the Managing Director of Upp B2B Limited.

5.1) You may request in Writing for Us to change, reject, cancel or stop any and all plans, schedules or work in progress, and We shall take all reasonable steps to comply, provided that We can do so within Our contractual obligations to third parties without facing any penalties as a result.

5.2) You agree to reimburse Upp B2B Limited in full for any reasonable charges or expenses incurred by Us as a direct or indirect result of any such change, rejection, cancellation or stopping.

5.3) Where a project’s agreed timings plan, or schedule of work has a period of non-continuous work of more than 30 days, we may charge a discretionary project Re-ignition Fee to cover the time the team will need to spend re-familiarising with the scope of works and any change in work brief. This is particularly relevant to website projects where coding and development work is involved and brand development projects. This Re-ignition Fee will be charged prior to the commencement of work on the Project.

Where this applies, we will notify you in writing and confirm that;

I. The Project has had a period of non-continuous work of more than 30 days;

II. If work recommences within an agreed timescale We may waive the Re-ignition Fee;

III. The Re-ignition Fee will be equal to a discretionary 5-10% of remaining project costs, unless We advise You in advance of a different fee structure;

IV. The remainder of any project placed on Hold, may also at Our discretion need to be re-scoped, re-quoted and a new quote supplied by Us for agreement before recommencement of the project.

5.4) For projects that have been subject to a Project Kick-Off fee, it will be deemed that placement of the Order by You is acceptance that this fee covers all charges & expenses incurred by Us in setting up the project and that if the project is subsequently cancelled by You, either before or after any commencement of work by Us, this fee is non-refundable unless prior written agreement has been given by the Managing Director of Upp B2B Limited and included in the Invoice issued to kick-start the project.

6.1) Notwithstanding anything else to the contrary in these Terms & Conditions, We do not exclude or limit Our liability (even if any other term would otherwise suggest this may be the case) for death or personal injury caused by Our or Our employees’ negligence or for fraudulent misrepresentation.

6.2) If, due directly or indirectly to war, terrorist action or threatened action, hostilities, strikes, industrial action short of a strike, lock-outs, accident, civil commotion, fire, blockage, import or export embargo, natural catastrophe, Act of God or any other matter of similar nature affecting Us, Our staff, Our management, outside suppliers, Media Owners or other relevant parties, We fail to carry out the service contemplated by a Contract (or any part thereof) such failure shall not constitute a breach of Contract and We shall not be liable to any manner howsoever for any costs, expenses, loss or damage which may be incurred by You directly or indirectly as a result of such failure.

6.3) We will not be liable for any indirect or consequential loss (including loss of profits) to You or for any loss to You arising from claims of whatever nature by third parties.

6.4) We will use Our best endeavors to complete an Order in the time and to the specification contained in the Order, but, even if time is stated to be of the essence, should the Order not be completed to time or specification, Clause 6.3 will still be applicable.

6.5) We will take all reasonable precautions to safeguard Your property entrusted to Our care, but We will not be responsible in any manner howsoever, for its loss, damage, destruction or unauthorised use except where the same is the direct result of Our negligence or willful default.

6.6) Any claims against Us arising as a result of damage, delay or loss of goods in transit must be submitted in writing to our Managing Director within 24 hours of delivery and claims for non-delivery within 7 days of despatch of the goods. All other claims must be made in writing to our Managing Director within ten days of delivery.

6.7) Subject to clause 6.1 above, Our maximum aggregate liability under or in connection with any Contract under these Terms & Conditions shall not exceed the fees paid by You to Us in respect of that Contract.

You will fully and effectually indemnify Us and keep Us so indemnified at all times against all proceedings, threatened proceedings, claims, demands, penalties, fines and civil liabilities of whatever nature (and all costs and expenses incurred in connection therewith and all costs incurred in connection with any criminal liabilities, proceedings, threatened proceedings) including, but not limited to, infringement of intellectual property rights and breaches of Standards, which may at any time be incurred by, imposed on or asserted against Us in any way relating to or arising directly or indirectly in any manner in connection with any work of whatever nature prepared by Us for You and approved orally or in writing by You prior to publication, transmission or commencement of production.

8.1) All intellectual property rights (including, in the case of copyright, by way of present and future assignment), together with the right to sue for damages for past infringement, in and to the Marketing Material produced by Us for You under these Terms & Conditions remain with Us until discharge or remittance for Marketing Services under the Agreement. Without Written assignment from the Managing Director of Upp B2B Limited, You may not, nor allow any third party to, incorporate any part of the Marketing Material into other work.

8.2) Notwithstanding anything else in these Terms & Conditions, We shall retain the right to use any general know-how, expertise and experience gained in providing Marketing Services. In addition, We shall retain ownership in all intellectual property rights in and to all underlying, pre-existing computer software tools, formats and other content incorporated in the Marketing Material produced for You under these Terms & Conditions (“Pre-existing Material”) and We shall be entitled to use such Pre-existing Material as We see fit, including, without limit, to provide services to Our other clients.

8.3) If and to the extent that the Marketing Material produced for You includes or incorporates any material the intellectual property rights in which are owned by a third party, We shall use reasonable endeavours to obtain such usage rights in such Marketing Material as are deemed reasonably necessary by Us at the time such material is commissioned or obtained and We shall grant to You (at Your expense) only such rights as We are permitted by the relevant third party to grant to You.

8.4) Notwithstanding any of the above, We shall:

i) be entitled to use Marketing Material produced for You for the purpose of promoting Our own business, for example, by including the same on Our website and/or entering into industry awards; and

ii) retain all intellectual property rights in any work produced by Us, during the provision of the services or otherwise, which is not included or incorporated into the Marketing Material produced for You, including without limitation any work contained in a pitch or presentation made to You, whether in competition with another design company or not, in the event that You choose not to proceed with Our design beyond concept stage.

9.1) Subject to copyright under clause 8.1 and the following provisions of this clause all Marketing Material prepared for You by Us and paid for by You will be Your property subject to full remittance and notice in writing as per Section 3 above. This does not apply to ‘stock’ photographs or videos obtained from news or photographic agencies neither for particular advertisements, nor to photographic or film negative.

9.2) Subject to clause 6.5 We will keep in Our care materials entrusted to Us as Your property, but will not be required to recover files, plates, positives and other similar items from media owners and other suppliers once We have parted with them which You hereby authorise Us so to do. We shall be entitled to destroy all such material left in our custody for more than six months, or after giving notice to You at such earlier time as We consider reasonable.

9.3) We reserve the right to charge for all file retrievals from our archives once a given job bag has been closed off. Any such charges will be applicable at the hourly rate of £95 + VAT per hour. Please email hello@uppb2b.co.uk for a quotation for artwork retrieval.

9.4) You will insure Your property when in the possession of, and when in transit between Us, the Media Owner, printers, production companies and other outside suppliers and sub-contractors.

10.1) You acknowledge and agree that We may use AI Tools as part of our internal workflows and service delivery processes, including but not limited to research, ideation, drafting, analysis, content generation, image creation, data processing, automation, and production support.

10.2) We shall remain responsible for the review, editing, curation, and final delivery of all deliverables provided to You.

10. 3) We do not warrant that any deliverables generated wholly or partially using AI Tools will be entirely free from similarities to third-party materials, works, or outputs independently generated for other parties.

10, 4) We shall use reasonable commercial efforts to ensure that any Third-Party Materials used are appropriately licensed for intended commercial use at the time of delivery.

10.5) You acknowledge that under current intellectual property laws and regulatory guidance, certain AI-generated outputs may not qualify for copyright protection, registrable ownership rights, or exclusive protection in all jurisdictions. Accordingly, We make no warranty that any AI-assisted Deliverables will: qualify for copyright protection; be capable of trademark registration; be entirely unique; or not infringe third-party intellectual property rights.

10.6) Client Responsibilities You are solely responsible for: final legal approval of all deliverables; compliance with advertising, regulatory, and industry requirements; factual verification of claims; trademark clearance; and obtaining legal advice regarding intellectual property registration or protection. You agree to review and approve all Deliverables prior to publication or use.

10.7) Indemnity You agree to indemnify and hold harmless We, the Agency against any claims, losses, liabilities, damages, costs, or expenses arising from: your modification or misuse of deliverables; your continued use of deliverables after notification of a potential infringement issue; materials supplied by You; or your failure to conduct appropriate legal or trademark clearance checks.

10.8) Limitation of Liability Relating to AI To the fullest extent permitted by law, We shall not be liable for: inaccuracies, hallucinations, or factual errors produced by AI Tools; inadvertent similarities between deliverables and third-party works; search engine penalties, platform restrictions, or regulatory action arising from AI-generated content; or any indirect, consequential, or reputational loss connected with the use of AI-assisted Deliverables. Our total liability under this Agreement shall in all circumstances be limited to the total fees paid by the Client for the relevant Services.

10.1) Save as required by law or regulatory body, we acknowledge a duty not to disclose without Your permission during or after the fulfilment of a Contract any confidential information resulting from studies or surveys commissioned and paid for by You. In turn, You acknowledge Our right to use as We see fit any general marketing or advertising intelligence in the field of Your product or service which we have gained in the course of Our appointment.

10.2) During or after the continuance of Contracts under these Terms & Conditions, We acknowledge Our responsibility to treat in complete confidence all the marketing and sales information and statistics which You may supply Us in the course of any work for You. In turn any reports and information submitted by Us to You shall be treated by You as confidential.

10.3) When You provide Us with personal data which is or should be subject to the Data Protection Act(s) (Personal Data) or The General Data Protection Regulation 2016/679, You warrant that the Personal Data is to be used for a purpose for which You have a current and valid Data Protection registration and that You have proper consent for that use from each person. You will remain the data controller as defined by the Act. In turn We undertake to only use the Personal Data for the use which You intended and we will execute reasonable care in the security of the Personal Data which We will retain only as long as reasonably required for proper execution of the Order to which it relates.

11.1) Any variation to these Terms & Conditions will only be valid if agreed in Writing and signed by the Managing Director or Upp B2B Limited or other authorised signatory of both parties.

11.2) Termination of a Contract may be effected at any time under and subject to Clauses 2 and 5 above.

11.3) Both parties may terminate Contracts under these Terms & Conditions immediately upon notice if:

i) the other commits a material breach of these Terms & Conditions and, if remediable, such breach is not remedied within 30 days of the date of written notice sent to that party by the party not in default, specifying the nature of the breach and requiring that the same be remedied within such 30 day period; or

ii) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

iii) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or iv) a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

v) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

vi) the other party ceases, or threatens to cease, to trade; or

vii) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001); or

viii) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

11.4) We reserve the right to terminate all Contracts under these Terms & Conditions and/or suspend performance of all services provided to You (at our absolute discretion) in the event that You fail to fulfil Your obligations to pay under 3 above.

11.5) Where there is no new Marketing Services activity arising from Contracts under these Terms & Conditions the parties agree that all the terms of these Terms & Conditions will remain in force in respect of any Orders already placed by You.

11.6) Except for cancellation under clause 3.5, termination of Contracts under these Terms & Conditions does not terminate any separate agreement or contracts for media buying services You may have with Us.

11.7) On termination of a Contract for any reason:

i) You will immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt; and

ii) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

12.1) You shall not, without Our prior Written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under the Contract.

12.2) Contracts are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else.

Notice given under these Terms & Conditions shall be in Writing, sent for the attention of the Managing Director at the registered office (or such other address or person as the relevant party may notify to the other party) and shall be delivered personally, or sent by pre-paid, first-class post or recorded delivery.

A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery.

To prove service, in the case of post, that the envelope containing the notice was properly addressed and posted.

All Contracts between You and Us are to be governed by and construed in accordance with English law and any litigation for enforcement or redress shall be brought in the Courts of England and Wales.