HIGHJAM Terms of Business for all assignments confirmed by a Client.
An ‘Assignment’ refers to all marketing services provided by HIGHJAM ‘The Supplier’
Cost and Services
- The service and quotes are supplied in good faith and apply to the Client on the basis of the information given to Highjam by the Client.
- The total costs for the supply of services will be advised to, and agreed by, the Client prior to the commencement of the work.
- The specific method of cost allocation for the activity is as indicated on the Assignment quotation or estimation document. Any queries relating to the services proposed or related costs should be raised prior to Client confirmation of Assignment.
- No chargeable work will be carried out by Highjam until an authorised purchase order, letter or electronic mail of confirmation has been received from the Client. This applies to work relating to the original project or any supplementary work requested at a later date.
- The quotation or cost is valid for only the dates, brief, specification and locations outlined within the quotation. Should the project details or dates change Highjam reserve the right to provide an updated quotation.
- Highjam warrants that any variation of the service outlined in the quote will only be implemented after agreement with the Client. If any additional costs are to be incurred these will be outlined in an updated quote to Client and will be agreed with Client before implementation.
- All estimations, quotations, costings and budgets provide at the beginning of an Assignment and from time-to-time are for guidance purposes only and given in good faith. Highjam reserves the right to reasonably revise and amend costs accordingly should the parameters change, or market conditions change during the development or Assignment. Any revisions to costs will be advised as soon as practicably possible. All quotations will be valid for no longer than 30 days or Assignment start date, unless otherwise stated within the Assignment quotation.
- In the event of an Assignment being postponed or cancelled after confirmation, cancellation fees will be charged at the following rates
a. Where cancellation takes place more than 14 days before the date specified for the commencement of the Assignment all of the below will be incurred:
i. Minimum 50% of the value of the agreed agency fees & insurance dependent on time reconciliation
ii. All project management time incurred based on time reconciliation
iii. 100% of all committed and uncancellable costs incurred by Highjam e.g. printed uniforms, non-returnable purchased items)
iv. Together with any applicable VAT thereon
b. Where cancellation takes place less than 14 days before the date specified for the commencement of the Assignment all of the below will be incurred:
i. Minimum 75% of the value of the agreed agency fees & insurance dependent on time reconciliation
ii. All project management time incurred based on time reconciliation
iii. 100% of staffing costs within 7 days of cancellation
iv. 50% of staffing costs between 8-14 days from date of cancellation
v. 100% of all committed and uncancellable costs incurred by Highjam e.g. printed uniforms, non-returnable purchased items)
vi. Together with any applicable VAT thereon
c. Ongoing Long Term Assignments (where assignment duration is more than 3 consecutive calendar months or assignments with no agreed end date) will require a minimum of a 6 weeks’ notice period by either Agency and/ or Client.
i. Notice should be given in writing to the above email address
- In the event of cancelation or delay of the work due to circumstances caused by Force majeure (for example industrial action, severe weather conditions, terrorism, governmental action) Highjam cannot be held responsible for such cancellations and delays. Highjam will use its best endeavours to recover value on the Client’s behalf from suppliers but cannot be held liable for costs incurred. If an assignment is affected by Force Majeure, Highjam will provide the client with a crisis counter response proposal within 48 working hours of receiving notice that the campaign has been affected. This proposal will contain costs, project management & risk assessment scenarios for a minimum of two scenarios which could consist of:
1) Full assignment cancellation
2) Adapting the assignment to work around the Force Majeure e.g. change of location
3.1) Postponement to a known future date
OR 3.2) Postponement to an unknown future date
- Standard invoicing occurs and is shown below:
a. For Assignments under £5k
i. The invoice will be raised in full on date of client confirmation. Payment terms will be 30 days or immediate if client is new to Highjam.
b. For Assignment over £5k.
i. The first invoice will be for 100% of site fees/venue hire/pass through costs if applicable and will be issued on date of client confirmation of assignment. Payment terms will be immediate or in line with end supplier terms.
ii. The second invoice will be for 50% of remaining Assignment value and will be issued on date of client confirmation of assignment. Payment terms will be 30 days or immediate if client is new to Highjam.
iii. The final 50% of remaining Assignment value will be raised on date of first live activity or sixty days after the Assignment confirmation date, whichever is sooner. Payment terms will be 30 days.
c. Any additional charges agreed on an ongoing basis after the agreement of the initial quotation will be invoiced on the date the Client agrees the charges. Payment terms will be 30 days.
These invoicing terms apply unless otherwise stated in writing by Highjam – Highjam will advise on a campaign’s invoice schedule at the point of quoting / confirming a project if it differs from the above.
Any late payment of the sum outstanding of undisputed invoices is subject to the rate of interest of 5% per annum above the Bank of England base rate.
- All queries relating to Highjam’s invoices must be raised in writing 14 days of the invoice date. Highjam will respond within seven days of the receipt of query. Please raise any query via email with your Account Manager (The account manager’s details are displayed at the top of this document).
- Any breech of payment shall entitle Highjam to terminate, without prior notice, each and every activity concluded under these terms of business between the Client and Highjam.
Personnel and Equipment
- All personnel engaged by Highjam to work on Clients behalf should at all times be regarded as agents and employees of Highjam. 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 twenty-four months thereafter the Assignment finish date, unless approval is obtained in writing from Highjam. This includes influencers, 3rd party suppliers, performers and self-employed individuals.
- Highjam will agree not to approach client’s staff or agents for either direct or indirect employment for a period of twenty-four months thereafter the Assignment finish date, unless approval is obtained in writing from client. The exception is if the staff member or agent has been known to Highjam by other means aside client introduction.
- Highjam 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, Agents or Suppliers, but cannot be held responsible for any reconciliation discrepancies without prior agreement by both parties regarding control and auditing procedures. Highjam cannot be held responsible for any items, products or documentation used to fulfil any project where personnel commissioned by Client or Client’s agents also shares use of items (for example during instore activity where Highjam’s personnel is working alongside instore personnel or other agent’s personnel). Sole responsibility status should be stipulated during briefing process by Client if required. If sole responsibility status has been briefed Highjam will construct and manage an inventory of all kit. This list will be shared with client on request. Client should allow 24 hours’ notice for access to the inventory to be granted. Additional charges may occur if sole responsibility status is required to allow for time taken to manage an inventory.
- Highjam warrants that all equipment purchased or hired on the client’s behalf will have the appropriate Risk Assessments, Health & Safety documentation, PAT Tests and Method statements etc required. Highjam will not create any documentation for any kit or equipment provided by the client for use on the Assignment, these documents must come from the originator of the equipment and provided to Higham at least one week before the first date of the Assignment (or earlier if requested by the venue/site/event)
- Highjam warrants that suitable Public Liability and Employer’s Liability insurances are in place in respect of Highjam employees and agents. Highjam reserve the right to charge the client for a proportion of the costs incurred. These costs will be detailed and included in any quotation or estimate. Public Liability and Employers Liability insurances will not provide any cover for Client’s personnel or Client’s agent’s personnel.
- Product insurance, event, promotional, money handling, weather and motor insurance is not included within provided insurances and can be taken out at the Client’s cost if deemed necessary on an a per Assignment basis.
- Highjam reserves the right to use subcontractors where necessary and undertakes to bind them by these Terms of Business.
Intellectual Property Rights & Content
- All Assignment content and rights relating to them, including copyright and ownership rights in the media in which the Content are stored, remain the sole and exclusive property of The Agency. This agreement provides the Client with the limited right to reproduce, publicly display, publish and distribute the Content only for the agreed upon terms as set out within the Assignment quote and/or Service Level Agreement. It is the Client’s responsibility to ensure the content is used as per the terms and therefore with appropriate permissions for use. Highjam will not be accountable for any violation of the content agreement usage terms by the Client or any third party that the Client uses.
- Content used for any purpose not directly related to the Assignment and outside of the terms must be with the express permission of the Agency and any third party creative involved in the creation of the content and will include payment of additional fees.
- All rights, title and interest in the copyrights, design rights, brand names, logos, trademarks and other similar intellectual property rights in the Client’s materials, filmed or photographed for the creation of Content or on the Assignment (the “Client’s Marks”), shall be and remain the absolute property of the Client both during the term and following termination of this Agreement. Nothing in this agreement shall assign any of the Client’s Mark’s to the Agency or any third party Creative.
- This agreement does not grant the Client license to any original ideas, concepts or proposals pitched or suggested to the Client by The Agency, all of which shall be retained by The Agency.
- The Client grants The Agency, Content Originator (i.e. creative freelancer) and Event Staff working on the Assignment the rights to share Assignment content and client marks (i.e. logos) as part of a portfolio of work
Accuracy during planning an Assignment
- Client confirms that it is expressly understood and agreed that in planning the Assignment, Highjam shall use its best and reasonable endeavours to ensure the accuracy of all estimated and target figures relating to:
a. The accuracy of lists/ database(s);
b. The distribution of direct mail shots (including door drops), literature and product and product samples:
c. The response to mail shots;
d. The redemption rates to sales promotions;
e. The number, proportion or type of consumer likely to be exposed to the Assignment;
f. The quantity and quality of consumer interactions, engagement, online content, likes or follows;
g. The number of pieces of consumer data each personnel is likely to collect;
h. The marketplace effectiveness of each project.
Since these are matters which are ultimately beyond Highjam’s control no warranties can be given by Highjam as to the accuracy or such estimates or targets or to the figures actually occurring and no liability shall attach to Highjam in respect of any losses suffered by the Client or by any third party by reason of the Client’s reliance on such estimates or figures. Highjam will however make its best endeavours to provide accurate and justifiable estimations with the information available to it wherever possible.
Acceptance of Terms of Business
- A letter or email confirmation will be deemed to be acceptance of the Terms of Business. Any amendment to the standard Terms of Business must be agreed by both parties in writing prior to an Assignment beginning.
- Acceptance by the Client of Highjam’s quotation for any future Assignment is deemed to be acceptance of Highjam’s Terms of Business.
- The parties agree to ensure compliance with the EU Data protection laws in relation to all such processing.
a. This agreement is based on The Data Controller (the client) using the services of the Data Processor (the agency) from time to time to provide event, promotional marketing, marketing, sales promotion and promotional staffing services
- The terms of this Agreement are to apply to all data processing carried out for the Data Controller by the Data Processor and to all personal data held by the Data Processor in relation to all such processing whether such personal data is held at the date of this Agreement or received afterwards.
- The Client (Data Controller) confirms that it is expressly understood and agreed that the terms of this Agreement are to apply to all data processing carried out for the Data Controller by the Data Processor and to all personal data held by the Data Processor in relation to all such processing whether such personal data is held at the date of this Agreement or received afterwards. The terms of this Agreement shall supersede any previous arrangement, understanding or agreement between the parties relating to data protection
- The client agrees to set clear deliverables, agreed by the agency and to be set in writing between the Data Controller and the Data Processor prior to the commencement of each project undertaken which involves the processing of personal data. This data could be received from the Data Controller or on their behalf directly from the data subject. This data will be collected only on the express instructions of designated contacts at the Data Controller
- For further terms relating to this data processing agreement and security measures adopted by the Data Processor see appendix one and schedule 1
- All information provided and received by either party (whether supplied in a reproducible or non-reproducible form) will be kept strictly confidential and not used in anyway, commercial or otherwise save for the purpose of its intended use. Client information and collected data will not be shared with any other parties unless permission has been granted by Client.
- Highjam will provide post evaluation data exclusively for use of the Client. Evaluation data will not be shared with any other parties unless permission has been granted by Client.
- Any other information not directly related to the Assignment shall be treated as confidential at all times by Highjam
- The conditions and Contracts are subject to English Law and both parties submit to the exclusive jurisdiction of the English courts.
- It is the Client’s responsibility to ensure that any data that is supplied by the Client or their 3rd parties has been legally and legitimately obtained and they have the express permission to share the data with the Agency