Hurst Media Agency’s Terms and Conditions
Hurst Media Agency Limited (“HMA”) acts in good faith in an advisory capacity as a consultancy. Full details of what is included in the services we have agreed to supply to you are set out in the media proposal submitted by HMA to our clients and attached to these terms and conditions (“the services”). This might involve recommending appropriate third parties to companies. HMA will not be liable for the acts or omissions of third parties.
HMA does not warrant or guarantee that the services will generate any particular level of campaign response or sales even where the media proposal may refer to the response levels that may be generated.
HMA accepts a limitation of liability attributed to us due to any proven negligence on our part. This liability is limited to £500 for any one claim or series of claims.
HMA does not exclude a limit of liability in any way for death or personal injury caused by its negligence.
For the purpose of this clause the following definitions shall apply.
Client means client of HMA.
Client Personal Data means all information and data (including texts, documents, drawings, diagrams, images or sounds) owned by, licensed to (other than by the Supplier) or relating to the Client and/or any of its customers, which is in each case generated by, supplied to, or is otherwise retained by, HMA pursuant to or in connection with the this agreement;
Data Protection Legislation means all applicable law, from time to time, relating to the processing of personal data and privacy including (where applicable) the GDPR;
GDPR means the General Data Protection Regulation (EU) 2016/679 of the European Parliament.
- For the purposes of this clause, “data controller“, “data processor“, “data subject“, “personal data“, “processing“, and “appropriate technical and organisational measures” have the meanings ascribed in the Data Protection Legislation.
Data controller and data processor
- Both parties will comply with their obligations under the Data Protection Legislation, in the case of Client, as data controller and, in the case of HMA as data processor. In particular, HMA undertakes to:
- abide by, and procure that its employees, representatives, subcontractors and agents abide by, the Data Protection Legislation; and
- provide reasonable assistance to Client in complying with their respective obligations under Data Protection Legislation in relation to the performance of this Agreement.
- Without limiting the foregoing, HMA shall:
- act only in accordance with Client’s written instructions with regard to the processing of Client Personal Data. If HMA is required to process Client Personal Data for any other purpose by applicable law, HMA shall inform Client of this legal requirement, to the extent permitted to do so by the applicable law;
- maintain written records of data processing activities to include all categories of personal data processing activities carried out on behalf of the Client containing the information prescribed in relation to data processors GDPR, provided that this obligation shall only apply with effect from the date that the GDPR is entered into force (being ts two years and twenty days following its publication in the Official Journal of the European Union) and provided that Client shall provide HMA with all relevant information about the personal data that it requires HMA to process under this Agreement to enable HMA to maintain such records.;
- not transfer such Client Personal Data and information to a country or territory outside the European Economic Area (the “EEA“) without Client’s express written consent.
- ensure appropriate technical and organisational measures are in place to safeguard against any unauthorised or unlawful processing and against accidental, alteration, or disclosure of Client Personal Data
- immediately notify Client in the event that it receives a request or notice from a data subject exercising his/her rights under the Data Protection Legislation for Client to resolve and to assist the Client promptly with all requests and notices which may be received from data subjects. This includes, upon the applicable Client entity’s written request and to the extent permitted by the Data Protection Legislation, where the applicable Client entity cannot itself access such data, promptly providing at no charge such entity with such copies of any Client Personal Data in the possession or control of HMA which are requested by that Client entity (in the format and medium reasonably required by that entity);
- subject to any obligations of confidentiality not disclose Client Personal Data to, or appoint a sub-processor which is, a third party, other than with the prior written agreement of Client or as otherwise permitted in the Agreement (other than in this clause 3.6 );
- HMA shall promptly carry out any request from a Client requiring HMA to amend, transfer, lock or delete any of Client Personal Data in the possession or control of HMA;
- on the expiry or termination of this Agreement for any reason, immediately cease to use Client Personal Data and shall arrange for its safe return or destruction as notified by Client in writing at the relevant time;
- promptly notify Client upon receiving any notice or communication from any data protection supervisory or government body, including the Office of the Information Commissioner, which relates directly or indirectly to the processing of the personal data under this Agreement, for Client to resolve; and
- if any Client Personal Data in the possession or control of HMA becomes lost, corrupted, destroyed, altered or rendered unusable for any reason, immediately (but, in any event, thirty six (36) hours of becoming aware) notify Client of any and all circumstances having led to such incident, as Client or any data protection supervisory or government body, including the Information Commissioner’s Office, may reasonably require to comply with its security breach obligations under the Data Protection Legislation.
- 4.1 The Client acknowledges that it may from time to time require HMA to collect personal data for marketing purposes (“Marketing Data”). The Client shall only use the Marketing Data in accordance with any informed consent and/or marketing preferences provided by the applicable data subject. 4.2 The Client shall indemnify and hold harmless HMA against any costs (including legal costs), expenses, fines, penalties (including fines and penalties from a regulator) and losses arising from directly or indirectly from any breach of clause 4.1.
- Without limiting the foregoing, the Client shall;
- comply with Data Protection Legislation and ensure that any instructions it issues to HMA, including the transfer itself, shall comply with Data Protection Legislation; and
- have sole responsibility for the accuracy, quality, and legality of Personal Data, and the means by which the Client acquired Personal Data and shall establish the legal basis for Processing under Data Protection Legislation.
- Client warrants that;
- 5.3.1.the disclosure of Personal Data to HMA is limited to what is necessary in order for HMA to perform the Services;
- 5.3.2.such Personal Data is accurate and up-to-date at the time that it is provided to HMA;
- Client shall;
- 5.4.1.collect Personal Data in a manner compliant with Data Protection Legislation, including by providing all notices and obtaining all consents as may be requested under Data Protection Legislation in order for HMA to lawfully and fairly process Personal Data in connection with/arising out of the provision of the Services and as otherwise contemplated by the remainder of the Agreement
- 5.4.2.ensure compliance with the security measures;
- 5.4.3.notify HMA upon becoming aware that Personal Data has become inaccurate or out of date.
All attempts will be made to deliver the services in full on or before the completion date agreed by both parties but time is not of the essence. HMA cannot be held accountable for technical difficulties out of our control nor can we assist with technical problems beyond the range of services we offer. In the event of any complications all reasonable endeavours will be made to ensure that the contract is delivered in full and on time.
Cancellation and Amendments
Amendments and cancellations must be made in writing. A requested amendment may result in an increase in the cost and time required to complete the project and therefore an increase in price. Any price increases will be notified to you. Cancellations of contracted work may result in a charge to you for costs already incurred by HMA in the delivery of the services.
HMA will endeavour to replace the commitment with a contract or project of equivalent value. Total cancellation will incur if a new arrangement is not made or if a replacement contract cannot be secured and in these circumstances a cancellation charge will then be levied.
Any cancellation of services up to 6 weeks prior to commencement will be charged at 100% of the price. Cancellation prior to 6 weeks before the commencement date will be refunded in full.
Under exceptional circumstances, HMA reserves the right to cancel any commitment with you, without any obligation on its part, should:
1 There be any occurrence beyond the reasonable control of HMA, which will prevent us from performing our duties.
2 If HMA believes the arrangements made will prejudice our reputation.
3 If the client or third party has an unsettled account or dispute with HMA.
4 If HMA becomes aware of changes in the client’s financial situation.
5 If the client fails to comply with these terms and conditions.
Material produced by HMA is the result of creative skill and significant labour and the copyright of the work rests with HMA. Artwork produced on behalf of, and paid for in full by, a client carries joint copyright. HMA is the sole owner of any artwork produced that is not paid for. Permission must be sought before any material can be copied; adapted; issued; distorted; rented; lent; presented to the public or broadcast. Infringement of copyright is a criminal offence.
Invoices are sent upon confirmation of media bookings. Payment by cheque, made out to HMA, must be received by the date stated on the invoice. BACS transfer can be arranged; details are available upon request.
Failure to pay in full by the deadline stated on the invoice will result in an interest charge of 8% above the base interest rate on total amount owed. Our accountants will issue updated invoices every seven days thereafter from the due date until payment is received. After 14 days any unpaid debts will be pursued and collected by the Company solicitors. All debt recovery or court costs incurred will be added to the sum owed by the client.
HMA, although it will act as an intermediary, cannot be held financially accountable for the acts or omissions of its clients or third parties.
These terms and conditions and any dispute arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the law of England and Wales and you submit to the exclusive jurisdiction of the courts of England and Wales.