Client terms and conditions
Creative Agency Showcase (CA Showcase Limited) connects Clients with independent design and marketing agencies.
The Client will provide Creative Agency Showcase with a set of requirements in relation to the appointment of a marketing agency. Creative Agency Showcase will match the requirements to a shortlist of potential Agencies and produce an Agency Brief which will be displayed to the shortlisted agencies on the Creative Agency Showcase platform.
The Client will then, via Creative Agency Showcase, review Pitches which have been submitted by Agencies in response to the Brief with a view to selecting agencies for ongoing discussions.
These terms and conditions govern the overall relationship between the parties in relation to Creative Agency Showcase’s agency shortlisting services to the Client.
“Brief” the document produced by Creative Agency Showcase and approved by the Client setting out the Client’s requirements in relation to the appointment of an Agency and the planned set of tasks to be performed by the Agency.
“Business Day” a day other than a Saturday, Sunday or a public holiday in England when banks in London are open for business.
“Client” the client organisation that submits a set of requirements to Creative Agency Showcase in relation to the appointment of an Agency.
“Pitch” the proposal by the Agency in accordance with the requirements set out in the Brief, and which was or will be (as appropriate) selected by the Client.
“Platform” the online communication platform located at www.creativeagencyshowcase.co.uk.
“Agency” the marketing agency who submitted a relevant Pitch in relation to a Client Brief.
“Services” the services provided by the Agency in relation to a Brief.
“Creative Agency Showcase” a company registered in England and Wales with incorporation name of CA Showcase Ltd and company number 11225303 whose registered address is at International House, 24 Holborn Viaduct, London, United Kingdom, EC1A 2BN.
1.1 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2 The agreement comprises these terms and conditions, to the exclusion of all others.
2. Obligations of the Parties
2.1 In relation to each Brief, Creative Agency Showcase shall: (a) use its reasonable endeavours to match suitable Agencies to perform the Services in accordance with the Brief; and (b) facilitate the introduction of the Agency and the Client, and provide any relevant materials and information between the Agency and the Client in a timely and efficient manner.
2.2 The Client agrees that Creative Agency Showcase may use the Client's name and intellectual property rights to the extent necessary for the purpose of creating the Brief and including it on the Platform.
3.1 The Client warrants that: (a) the requirements set out in the Brief are compliant with all applicable laws and regulations; (b) it is fully entitled to enter into and perform this agreement; and (c) it shall either own, or have obtained and paid for licences to use and permit Creative Agency Showcase and the Agency to use, all materials provided by the Client in connection with the Brief.
3.2 Both parties warrant that the person(s) identified as representatives of each party shall have the authority to act on that party’s behalf and contractually bind that party in respect of all matters relating to the relevant Brief.
4. Confidentiality and Announcements
4.1 Each party may disclose the other party's confidential information only: (a) to its employees, officers, representatives or advisers, or (in the case of Creative Agency Showcase) the employees, officers, representatives of the Agency, who need to know such information for the purposes of exercising that party's rights or carrying out its obligations under or in connection with either this agreement. Each party shall ensure that such persons to whom it discloses the other party's confidential information comply with this clause 4; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4.2 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
4.3 Subject to clause 4.1 no party shall make, or permit any person to make, any public announcement concerning a Brief without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
5. Limitation of Liability
5.1 Nothing in this agreement shall limit or exclude either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
5.2 Subject to clause 5.1, Creative Agency Showcase 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, or as a result of any act or omission of the Agency, 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 or damage to goodwill; (f) any indirect or consequential loss.
5.3 Subject to clause 5.1, Creative Agency Showcase’s total liability to the Client (including for any act or omission of the Producer), whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement, including any liability arising under indemnity obligations, shall be limited to £5,000.
5.4 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
6.1 The Client shall indemnify Creative Agency Showcase against all actions, costs, demands, losses, claims and expenses of whatever kind or nature suffered or incurred by the other party arising from any breach or non-performance of any of the warranties, representations, undertakings or obligations on that party’s part contained in this agreement.
14. Term and termination of this agreement
14.1 This agreement shall commence on the date stated on the first page of this agreement and shall continue until a party gives written notice to the other party to terminate the agreement, with immediate effect if: (a) the other party commits a material breach of clause 10; (b) the other party commits a material or persistent breach of any other term(s) of this agreement which is irremediable, or (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so or reasonably justifies the opinion that the other party is incapable or unwilling to fulfil its obligations under this agreement; (c) 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or (d) 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.
15. Data protection
15.1 Each party shall, at its own expense, ensure that it complies with and (where necessary) assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.
16.1 Except as otherwise permitted in this agreement, neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the consent of the other.
16.2 No one other than a party to this agreement, or where applicable their successors and permitted assignees, shall have any right to enforce any of its terms.
16.3 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.4 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
16.5 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.6 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.7 If any provision or part-provision of this agreement 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 agreement.
16.8 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.9 Any notice given to a party under or in connection with this agreement shall be in writing and shall be: (a) delivered by hand, or by prepaid first-class post or other next working day delivery service, or pre-paid airmail to the address noted at the beginning of this agreement or such other address nominated by a party for notification purposes; or (b) sent by email to an email address nominated by a party for notification purposes.
16.10 Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or (c) if sent by airmail, at 9.00 am on the fifth Business Day after posting or at the time recorded by the delivery service; or (d) if sent by email, at 9.00 am on the next Business Day after transmission.
16.11 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.12 This agreement 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.
16.13 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 agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
16.14 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 agreement or its subject matter or formation.
16.15 This agreement 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.