Supply of Services

Terms and Conditions of Supply of Services


1. Definitions
"the Client" means the person who purchases the Services supplied by The Farm Group and shall
where relevant be deemed to include all of its offices, employees, sub-contractors and/or agents,
engaged in any way in the Contract.
"Booking" means the hire of the Facility and/or the supply of the Services during the period of
booking in accordance with the terms of the Contract.
"these Conditions" means these terms and conditions of supply of services as amended from time to
time in accordance with clause 2.5.
"Charges" means the rates agreed and payable for the Services.
"Commencement Date" shall have the meaning given to it in clause 2.2 of these Conditions.
"Contract" means the contract between The Farm Group and the Client for the supply of Services in
accordance with and incorporating these Conditions.
"Deliverables" means the results of the Services supplied by The Farm Group to the Client.
"Equipment" means any equipment and all articles, material, software hired out or supplied by The
Farm Group to the Client or any replacements, substitutes and all accessories and additions made
thereto.
"The Farm Group" means The Farm Post Production Limited (company number 03569821) a
company registered in England and Wales whose registered address is 13 Soho Square, London,
W1V 5FB.
"Facilities" means those parts of The Farm Group premises made available to the Client pursuant to
the Contract.
"Intellectual Property Rights" all patents, rights to inventions, utility models, copyright and related
rights, trade marks, service marks, trade, business and domain names, rights in trade dress or getup,
rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in
computer software, database right, topography rights, moral rights, rights in confidential
information (including know-how and trade secrets) and any other intellectual property rights, in
each case whether registered or unregistered and including all applications for and renewals or
extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the
world.
"Material(s)" means any good or material provided by the Client to The Farm Group in connection
with the Contract, including but without limitation, any tapes, computer discs, hard disks, drives and
devices intended to store Recordings made by the Client as well the Recordings stored on such
media.
"Order" the Client's -request for Services as set out in the Client's purchase order or the Client's
acceptance, whether in writing, which shall include email, of The Farm Group's quotation, which
shall include the description and specification of the Services. The Client must ensure that the terms
of its Order and any specifications are complete and accurate.
"Personnel" means the employees, agents, sub-contractors or other representatives of The Farm
Group whose services are employed by the Client in conjunction with the Services.
"Recordings" means any recording made by or on behalf of or at the direction of the Client prior to
or after the commencement of the Contract.
"Services" means the services to be supplied by The Farm Group to the Client on and subject to
these Conditions, in accordance with any Order accepted by The Farm Group, which shall include,
without limitation the supply of the Deliverables, Equipment, Personnel and/or Facilities as
applicable.
"Working Days" means Monday to Friday (inclusive) but excluding statutory public holidays.


2. Basis of the Contract


2.1 All Orders for Services shall be deemed to be an offer by the Client to purchase Services pursuant
to these Conditions and will not be binding until accepted by The Farm Group.


2.2 No order placed by the Client shall be deemed to be accepted by The Farm Group until
confirmation is given by The Farm, or (if earlier) The Farm commences the services to the Client, at
which point and on which date the Contract shall come into existence ("Commencement Date").
The Contract constitutes the entire agreement between the parties. The Client acknowledges that it
has not relied on any statement, promise or representation made or given by or on behalf of The
Farm Group which is not set out in the Contract.


2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks
to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


2.4 In the event of any conflict or inconsistency between the terms and conditions in the Order and
these Conditions, these Conditions shall prevail to the extent of any conflict or inconsistency.


2.5 No variation of these Conditions will be binding unless agreed in writing between a director of
The Farm Group and the Client


3. The Services


3.1 The Farm Group will supply the Services in all material respects in accordance with each Order
accepted by The Farm Group.


3.2 The Farm Group will use its reasonable endeavours to perform the Services and deliver the
Deliverables by the dates agreed with the Client, however (except to the extent it has not used its
reasonable endeavours) such dates shall be estimates only and The Farm Group will not be in breach
of these Conditions or liable to the Client under any Contract for any delay in providing the Services
and/or Deliverables.


3.3 The Client acknowledges and agrees that the time for performance of the Services and/or
delivery of the Deliverables shall in every case be dependent upon the prompt receipt of all
necessary information, material, final instructions and/or approvals from the Client. Alteration by
the Client of its requirements and/or failure by the Client to comply with its obligations under these
Conditions may result in delay in performance of the Services and/or completion of the Deliverables,
for which The Farm Group shall bear no liability. If any such delays causes the Booking to overrun,
then The Farm Group may (but shall not be obliged) to allow the Booking to continue beyond the
expiry of the Booking upon the same terms and conditions in the Contract and the Client shall be
charged and shall pay for any additional time spent at the Facility at The Farm Group's then standard
charge out rates.


3.4 The Farm Group warrants that the Services will be performed with all reasonable care and skill.


3.5 Except as provided in clauses 3.2 and 3.3, The Farm Group makes no warranties in relation to its
performance of its obligations hereunder and accordingly all terms, conditions, warranties,
representations or guarantees that would otherwise have been implied or otherwise imported into
these arrangements by statute, common law or custom are hereby expressly excluded to the fullest
extent permitted by law.


4. Charges and payment


4.1 Unless otherwise agreed in writing by a director of The Farm Group, the Client shall pay to The
Farm Group the amount invoiced in accordance with the Order, or as otherwise agreed in writing by
an authorised representative of The Farm Group (without any withholding, deduction, counterclaim,
retention or set off), together with any VAT due thereon, within 30 days of the date of the invoice.
For the avoidance of doubt, time of payment shall be of the essence.


4.2 The Client will also reimburse to The Farm Group all travel and subsistence expenses incurred in
providing the Services and any costs of shipment of the Deliverables.


4.3 With regard to any invoice issued in accordance with clause 4.1, the Client shall provide written
notification to The Farm Group of any dispute in relation to such invoice within 14 days of the date if
invoice, otherwise the invoice shall be deemed to be acceptable by the client.


4.4 Without limiting any other right or remedy of The Farm Group, if Client fails to make payment of
any amount due under the Contract by the due date for payment, The Farm Group reserves the right
to: (a) withdraw any discounts or rebates that have been agreed between the parties in respect of
the Contract or any other Contract between The Farm Group and the Client; and/or (b) require
immediate payment of all outstanding invoices rendered to the Client under the Contract or any
other Contract between The Farm Group and the Client; and/or (c) The Farm Group shall be entitled
to charge the Client interest on the overdue amount, at the rate of 4 per cent per annum over the
base rate for the time being of Barclays Bank PLC calculated on a daily basis from the due date until
the date of actual payment of the overdue amount is made, whether before or after judgement.


5. Client's obligations


5.1 The Client warrants that it will:

(a) Provide on a timely and on-going basis all Materials and information in respect of which the
Services are to be provided and which are reasonably required to execute the Contract, and will
obtain such information, licences, input and approvals as are required to enable The Farm Group to
perform the Services;
(b) Obtain and pay for (or procuring that the same are obtained or paid for) any and all necessary
authorities, licences and/or third party consents required to make or exploit the Materials,
Equipment and venues it supplies in connection with the Services;
(c) Notify The Farm Group of the identity of the Client's representative who will be available at all
reasonable times in connection with the Services and who will have authority to approve the results
of the Services on behalf of the Client;
(d) Abide by The Farm Group's facility rules, regulations and health and safety policy and shall be
responsible for the actions of any Client personnel upon The Farm Group's premises;
(e) Leave the Equipment and/or Facilities in a good condition; and
(f) At the end of the Booking, promptly vacate the Facilities and/or cease using the Equipment
and/or Services and where applicable return the Equipment to The Farm Group.
(g) Where The Farm Group provides services to the Client involving the creation, duplication, or
manipulation of material, deliver the material to The Farm Group and shall ensure that each item of
material clearly identifies the Client and the content of the material. In the case of digital delivery,
ensure that the source material is correctly addressed and the communication is virus free.

5.2 When accessing The Farm Group’s website in connection with the subject matter of this
Contract, the Client shall comply with The Farm Group’s Website Terms of Use, which are hereby
incorporated.

6. Intellectual Property

6.1 Ownership of the Intellectual Property Rights in any third party materials which form part of the
Deliverables shall remain with that third party. The Client is granted a licence to use those
Intellectual Property Rights on the terms on which that third party has granted a licence to The Farm
Group. Where The Farm Group provides services to the Client involving the creation, duplication or
manipulation of material, the Client warrants that the provision of such services, or other use of the
content, will not infringe on the Intellectual Property Rights of any third party.

6.2 The Intellectual Property Rights in any parts of the Deliverables which are specifically developed
for the Client as part of the Services will vest in the Client and in each case on payment in full for the
relevant Services The Farm Group hereby automatically assigns such Intellectual Property Rights to
the Client.

6.3 The Intellectual Property Rights in any materials owned by The Farm Group prior to the date of
the relevant Contract or developed independently by The Farm Group of the Services (and all
developments and modifications to such items) shall remain vested in The Farm Group. The Farm
Group hereby grants to the Client a non-exclusive, royalty free licence to use, perform, display, copy,
sub-licence and distribute such Intellectual Property Rights as part of the Deliverables.

6.4 Notwithstanding any other provision of these Conditions, the Client agrees that The Farm Group
shall be entitled to use any expertise, know-how, ideas, methods, processes or techniques used in
the Deliverables for the purposes of The Farm Group’s business from time to time.

7. Termination

7.1 If any confirmed Booking the subject of a Contract is cancelled by the Client, then without
prejudice to The Farm Group's other rights and remedies available, The Farm Group may charge the
Client a cancellation fee, which will be the higher of:
(a) The Farm Group’s costs and expenses incurred in relation to the Order or arising from the
cancellation or variation; or
(b) 100% of the Charges that would have been due if the Services had been performed in accordance
with the Contract, if notice of a cancellation is received by The Farm Group less than one Working
Day prior to the scheduled commencement date of the Services; or (c) 50% of the Charges that
would have been due if the Services had been performed in accordance with the Contract if notice
of the cancellation is received by The Farm Group more than one Working Day but less than 5
Working Days prior to the scheduled commencement date of the Services.


7.3 Cancellations of any Bookings will only be effective if given in writing or by email by the Client.

7.4 Without prejudice to any other rights or remedies which The Farm Group may have, The Farm
Group may cancel any Booking and/or terminate the Contract (whether or not any services in
connection therewith have been provided by The Farm Group) with immediate effect and without
liability to the Client if:
(a) the Client is in breach of any of the terms of the Contract; or
(b) the Client fails to pay any charges, fees or costs due to The Farm Group within 7 days of the same
having become due; or
(c) the Client becomes insolvent or bankrupt, goes into administration or has a receiver appointed
over any of its assets; or
(d) the Client suspends or ceases, or threatens to suspend or cease to carry on all or a substantial
party of its business;
(e) The Farm Group in its absolute discretion considers a Client's Material(s) are or might be
offensive or obscene or that copying or other reproduction thereof might infringe the rights of any
third party or be otherwise illegal.

7.5 If any Booking is cancelled and/or the Contract terminated by The Farm Group in the
circumstances set out in clause 7.4 then, without prejudice to The Farm Group's other rights and
remedies available at law or otherwise, The Farm Group may charge the Client a cancellation fee in
accordance with clause 7.l above.

7.6 The Client may cancel any Booking and/or terminate the applicable Contract with immediate
effect in writing if The Farm Group are in material breach of any of the terms of these Conditions
and (if such a breach is remediable) fails to remedy the breach within 30 days of that party being
notified in writing of the breach,

7.7 On termination of a Contract for any reason:
(a) the Client shall immediately pay to The Farm Group all of The Farm Group's outstanding unpaid
invoices and interest and, in respect of Services supplied but for which no invoice has been
submitted, The Farm Group may submit an invoice, which shall be payable immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not
be affected, including the right to claim damages in respect of any breach of the Contract which
existed at or before the date of termination;
(c) the Client shall arrange for the Materials to be removed in accordance with clause 8; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force
and effect, including the following clauses: clause 6 (Intellectual property rights), clause 8 (Removal
of Material), clause 9 (Indemnity), clause 10 (Confidentiality), clause 11 (Risk and Liability), clause 14
(General).

8. Removal of Material

8.1 The Client shall, within twelve (12) months from, whichever is sooner (a) termination of a
Contract for any reason, or (b) the issue by The Farm Group of an invoice to the Client for the
Services, remove all Material utilised in relation to that Contract or invoice.

8.2 If the Client fails to remove all, or any of the Material in accordance with clause

8.1, The Farm Group shall at its own option either;
(a) return all such Material to the Client; or
(b) destroy or dispose of all Material,
and The Farm Group shall be entitled to charge the Client for all related delivery charges, costs,
expenses and / or all other charges incurred in returning or destroying (as applicable) the Materials
in accordance with this clause 8.2.

8.3 The Farm Group shall store the Material until it is removed, returned, destroyed or disposed of in
accordance with this clause 8 and The Farm Group shall be entitled to charge the Client for all its
reasonable related costs and expenses in doing so.

8.4 Except as set out in these Conditions, The Farm Group shall have no liability to the Client or any
other third party whatsoever for any loss or damage to the Material whilst in The Farm Group’s
possession (otherwise than in consequence of any negligence on the part of The Farm Group), which
shall be stored at the Client's sole risk and The Farm Group shall not be under any obligation to
maintain insurance against any risks whilst the Material is in its possession. The Client shall therefore
ensure that it takes out and maintains sufficient insurance against loss or damage of the Materials in
the full replacement value thereof.

9. Indemnity

The Client undertakes to indemnify The Farm Group and its Personnel and keep it indemnified fully
at all times against all claims, demands, actions, proceedings, damages, losses, costs, expenses, fine
and charges or other liabilities made against or incurred or suffered by The Farm Group or its
Personnel by reason of or in respect of:
(a) any breach by the Client of the terms of the Contract; or
(b) deficiencies in the Materials or data or the like supplied to The Farm Group by the Client in
connection with the Services; or
(c) which The Farm Group may suffer as a result of a failure to obtain any licences, consents or
permissions as required under clause 5 herein; or
(d) any infringement of any third party Intellectual Property Rights or any civil or criminal action or
prosecution for defamation or obscenity or for any breach of confidence or misuse of any
confidential information arising out of or in connection with the Services except to the extent any
such liability is attributable to the negligent act or omission of The Farm Group or its Personnel.

10. Confidentiality

10.1 Any information relating to either party and coming into the possession of the other party as a
result of the operation of these Conditions or any Contract shall be treated as confidential and shall
not be disclosed to any person other than employees (or in the case of The Farm Group, its subcontractors)
of such other party requiring such information pursuant to these Conditions or any
order without the prior written approval of the party to whom it relates (such approval not to be
unreasonably withheld or delayed).

10.2 Nothing contained in these Conditions shall be construed to impose a confidentiality obligation
in respect of any matter which is at the time of disclosure known to the public unless through the act
or omission on the part of the non-disclosing party or which is required to be disclosed by any
applicable law, court order or any governmental or regulatory authority.

11. Risk and Liability

11.1 Nothing in these Conditions limits any liability in respect of death or personal injury arising from
the negligence or for the fraud or fraudulent misrepresentation of The Farm Group.

11.2 Subject only to clause 11.1 The Farm Group's aggregate liability to the Client whether in respect
of negligence, breach of contract, tort, misrepresentation or otherwise for any loss or damage
arising out of or in connection with the Contract shall be limited to £500,000 or twice the amount of
the charges, fees and costs payable by the Client in accordance with the Order, whichever is the
lower.

11.3 Subject only to clause 11.1, The Farm Group shall not in any event be liable to the Client or any
third party whether in contract, tort (including negligence), breach of statutory duty,
misrepresentation or otherwise, arising out of or in connection with any Contract for any:
(a) loss of profits, revenue or anticipated savings, loss of business or agreements or contracts, or for
any increased costs or expenses
(b) loss or damage to goodwill;
(c) loss of use or corruption of software, data or information; or
(d) any indirect, consequential, incidental or special damages.

11.4 The Client shall be responsible for the quality and integrity of the Materials and risk in the
content of such Materials (including without limitation any master Recordings) held by The Farm
Group for the Client will at all times remain with the Client. Where such Materials comprise
Recordings, it is the responsibility of the Client to keep back-up copies of any such Recordings and to
insure them where required and the Client acknowledges that The Farm Group's sole liability for any
loss or damage to any of the ClientRecordings shall be limited to the replacement cost of the
physical media on which the Recording is stored as if such media were blank and did not embody
any Recording whatsoever. The Farm Group reserves the right to charge for any Materials that it
stores on behalf of the Client.

11.5 Upon delivery to the Client, its carrier, end user, agent or other representative shall sign for the
Deliverables, or in the case of digital delivery, acknowledge the receipt of the Deliverables by email
to The Farm Group immediately upon request. In the event that the Client (or any carrier, agent or
representative) is not available to provide a signature, The Farm may retain the Deliverables and
reserve the right to charge the Client for any resultant delivery or storage charges.

11.6 The Farm Group shall retain title to and legal and beneficial ownership of the Deliverables until
the Charges for the Deliverables have been paid in full. Notwithstanding any other provision of the
Contract, the Client hereby acknowledges and agrees that all risk in the Deliverables when in transit
or otherwise off The Farm Group's premises shall vest in the Client.

11.7 The Farm shall be entitled to a general lien on any property owned by the Client in The Farm
Group’s possession (although the Client may have paid for the same in full) in satisfaction of the
whole or part, as the case may be, of any overdue charges, fees and costs due. The Farm Group shall
be entitled to offset any sums owing to it from the Client against any sums owed to the Client by The
Farm Group.

12. Assignment and sub-contracting

12.1 The Farm Group may engage any person, firm or company as its sub- contractor to perform any
of its obligations under these Conditions or any order but shall not be released from any liability
therefor.

12.2 Each contract between The Farm Group and the Client is personal to the Client who may not
assign or transfer it without the prior written consent of a director of The Farm Group.

13. Force Majeure

13.1
The Farm Group shall not be liable for any delay or failure to perform its obligations if that delay or
failure is caused by circumstances beyond its reasonable control including but not limited to acts of
God, war, industrial dispute, civil disturbance, strike, lock-outs, import or export embargo, accidents,
fire, blockade, terrorism or threats of terrorist activity, flood, natural catastrophe, technical
malfunctions or impossibility of or difficulty in obtaining source materials. The Farm Group shall be
entitled to a reasonable extension of time for the performance of such obligations.

14. General

14.1 These Conditions and the relevant Contract set out the entire agreement and understanding
between the parties with respect to the subject matter of the Contract and supersedes any prior
agreements, representations, understandings or arrangements (oral or written) in respect of the
subject matter of each Contract between the parties.

14.2 The Client acknowledges that it has entered into each Contract in reliance only on the
representations, warranties promises and terms contained in the Contract; and save as expressly set
out in the Contract The Farm Group shall have no liability in respect of any other representation,
warranty or promise made prior to the date of the relevant Contract unless it was made
fraudulently; and the only remedy available in respect of any misrepresentation, untrue statement
made to the Client shall be a claim for breach of contract under the Contract.

14.3 To the extent that any provision of these Conditions or any Contract are found by any court or
competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall
be deemed not to be a part of the contract between the parties, it shall not affect the enforceability
of the remainder of the Contract between the parties nor shall it affect the validity, lawfulness or
enforceability of that provision in any other jurisdiction.

14.4 In the event of any dispute arising out of this agreement, the parties shall attempt to settle it by
negotiation. To this end, they shall use their respective best endeavours to consult or negotiate with
each other in good faith and, recognising their mutual interests, attempt to reach a just and
equitable settlement satisfactory to both parties.

14.5 Any party may, in whole or in part, release, compound, compromise, waive or postpone, in its
absolute discretion, any liability owed to it or right granted to it in these Conditions or any Contract
by any other party or parties without in any way prejudicing or affecting its rights in respect of that
or any other liability or right not so released, compounded, compromised, waived or postponed.
14.6No single or partial exercise, or failure or delay in exercising any right, power or remedy by any
party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or
any right, power or remedy arising under this these Conditions, any Contract or otherwise.
14.7 The Farm Group may use the Clients' name and brief details of the Services for the purposes of
The Farm Group's advertising and promotion of its business. Following the broadcast or exhibition of
the work resulting from the Services, The Farm Group will have the right to use any part of the work
solely for use in its corporate advertising and showreels.

14.8 Any notice to a party under these Conditions and any Contract shall be in writing signed by or
on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by
prepaid first class post or fax to that party's business address or registered office and will be deemed
to have been served at the time of delivery if delivered personally or 48 hours after posting in the
case of an address in the United Kingdom and 96 hours after posting for any other address

14.9 These Conditions and each Contract and any dispute or claim (whether contractual or noncontractual)
arising out of or in connection with a Contract, its subject matter or formation shall be
governed by and construed in accordance with the law of England and Wales.

14.10 Each of the parties irrevocably submits for all purposes in connection with these Conditions
and each Contract to the exclusive jurisdiction of the courts of England and Wales which shall have
exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising
out of or in cone connection with any Contract, its subject matter or formation.

14.11 In these Conditions, the headings are for convenience only and shall not affect the
interpretation of these Conditions.

14.12 Unless expressly provided in these Conditions or any Contract no provision of these Conditions
or any Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any
person who is not a party to it.

14.13 Nothing in these Conditions or any Contract is intended or shall operate to create a
partnership or joint venture between the parties, or to authorise either party to act as agent for the
other and neither party shall have authority to act in the name or on behalf of the other, or to enter
into any commitment or make any representation or warranty or otherwise bind the other in any
way.
At its own expense, each party shall, and shall use reasonable endeavours to procure that any
necessary third party shall, execute such documents and do such acts and things as the other may
reasonably require for the purpose of giving the other the full benefit of all provisions of these
Conditions and any Contract.

14.14 The Farm Group and its employees conduct business in accordance with the WPP Code of
Business Conduct and Corporate Social Responsibility Policy. These can be located in the WPP
Annual Report on www.wpp.com.