1. General
1. In these General Terms and Conditions the following definitions apply:
General Terms and Conditions: these terms and conditions.
Agency: RDX/Sound of Light Ltd. incorporated under the laws of England and Wales, with registration number 10159675 and registered address at 15 Benson House, Ligonier Street E2 7HH London, United Kingdom.
Engagement Letter: any Agency document which declares the General Terms and Conditions to apply, and which describes the Work.
Client: the party awarding Agency an engagement.
Engagement Team: the natural persons within Agency, both individually and jointly, who are involved in performing the Work, and also third parties (being natural persons from outside Agency) who have been called in by Agency for the purpose of performing the work.
Agreement: the General Terms and Conditions and the signed Engagement Letter together with any other documents and conditions which are applicable to the Work in relationship between Agency and the Client (“Additional Conditions”) and to which the Engagement Letter expressly refers.
Work: the work to be performed by Agency for a Client pursuant to the Engagement Letter, including supplying, inter alia, goods and/or services.
Delivery Date: the date when the Work ultimately becomes due.
2. Replacing any sections of English common law, all engagements are accepted exclusively by Agency.

2. Applicability of the General Terms and Conditions
1. These General Terms and Conditions apply to Work to be performed by Agency for a client. These General Terms and Conditions also apply to additional and continued Work.
2. The applicability of any of the Client’s purchasing conditions or other conditions is expressly excluded.

3. Formation and Duration of the Agreement
1. An Agreement will come into being at the moment when the Client confirms the Engagement Letter (orally or in writing or electronically or tacitly) or at the moment when the Work is commenced.
2. The Agreement is concluded for a fixed term, unless it follows from the content, nature or tenor of the engagement given by the Client that it has been concluded for an indefinite period.
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4. Content of the Agreement / Priority in case of conflict
1. The Agreement constitutes the basis for all arrangements between Agency and the Client with respect to the Work.
2. Any amendments or changes to the Agreement must be recorded in writing and must be signed by an authorised representative of Agency and an authorised representative of the Client.
3. In the event of conflict between the Engagement Letter and other elements of the Agreement, the Engagement Letter will prevail. In the event of conflict between the General Terms and Conditions and any Additional Conditions, the Additional Conditions will prevail.

5. The Work and its Performance
1. The Engagement Letter contains a description of the Work to be performed by Agency.
2. Agency will exert itself to the best of its abilities to perform the Work in accordance with the arrangements and procedures agreed in writing with the Client.
3. Agency will determine how and by which person or persons the Work will be performed. If the Engagement Letter provides that specifically named persons will perform the Work, Agency will make reasonable efforts to ensure that these persons perform the Work. Agency has the right to replace the persons named in the Engagement Letter by persons of equal or comparable expertise.
4. If a phased performance of the Work has been agreed, Agency may postpone commencing Work relating to a subsequent phase until the Client has accepted the results of the preceding phase in writing and has paid all sums due.
5. Time-limits within which the Work must be completed will not be considered as strict deadlines unless this has been expressly agreed. Under no circumstances may the Parties dissolve the Agreement on account of a failure to meet a time-limit. Furthermore, Parties will never be liable for compensation on account of any failure to meet a time-limit.
6. If, at the request or with the prior consent of the Client, Agency carries out work or performs outside the content or scope of the Work, the Client will pay Agency for such work or performance on the basis of Agency’s customary rates.
7. The Client agrees that work or performance as referred to in Article 5.6 may affect the agreed or anticipated time of completion of the Work and the mutual responsibilities of the Client and Agency.
8. In the interest of the performance of the Work, including so as to support the rendering of services, Agency can call in third parties (also in other jurisdictions), in the performance of the Work. If the Client wishes to call in third parties in the performance of the Work, it will solely proceed to do so after having reached an agreement to that end with Agency.
9. In performing the Work, Agency may provide Client (or a third party appointed by Client) with a supporting tool(s) which is intended and may only be used for the benefit of the Work. Client (or a third party appointed by Client) is responsible for a controlled roll-out and execution of such tool(s).
10. Any advice, opinion, statement of expectation, forecasts and recommendations given by Agency as part of the Work will under no condition or circumstance whatsoever be construed as a guarantee with respect to future events or circumstances.

6. Cooperation with Client’s Suppliers
1. Agency agrees to reasonably cooperate with the Client’s other suppliers in connection with the Work where such cooperation or assistance is required for the Work, such as providing information as reasonably requested by such third-party suppliers.
2. The Client is responsible and agrees to properly update Agency of the relevant details, role, responsibilities, and activities of Client’s other suppliers in connection with the Work.
3. Agency shall use reasonable efforts to inform the Client without unreasonable delay if it considers that cooperation that it has requested from any third-party supplier is not forthcoming in respect of activities in connection with the Work. The Client shall provide reasonable efforts to resolve any shortcoming of such third-party suppliers.
4. Notwithstanding the above, the Client is and shall remain solely responsible for the (contractual) management and communication of third-party suppliers and in no event will Agency become responsible for any other third-party supplier’s performance, including the timeliness and quality of their input and work.

7. Obligations of the Client
1. Both of its own accord and at the request of Agency, the Client will give its full cooperation and will in good time and in the desired form and manner make available all relevant access which Agency may reasonably deem necessary to receive from the Client for the proper performance of the Work. If Agency works at the Client’s premises or makes use of the Client’s computer systems and telephone networks, the Client will (at its own expense) provide the necessary access, security procedures, virus controls, facilities, licences, and permissions. If any part of the Work is not performed at Agency ‘s own premises, the Client will also ensure that the employees of Agency are provided with adequate working space and other facilities necessary for the performance of the Work, which should meet all the applicable statutory or other requirements.
2. The Client will provide all necessary travel visas for Agency, the Engagement Team and any of Agency’s appointed subcontractors in the performance of the Work for engagements outside of the United Kingdom.
3. The Client, at its own expense, will arrange all licenses, permits, approvals and fees required to perform the Work at its location.
4. The Client will ensure that Agency is informed without delay of facts and circumstances which may be relevant in connection with the proper performance of the Work.
5. The Client warrants the accuracy, completeness, reliability and legitimacy of the data and documents made available to Agency, including those originating from third parties, except where the nature of the Work dictates otherwise.
6. Agency will not be liable for any loss suffered by the Client as a result of the fact that the Client or any third party (i) did not inform in good time of, or withheld, facts and circumstances which may be relevant in connection with the proper performance of the Work and (ii) misrepresented the facts.
7. The Client will bear the extra costs and additional fees arising from any delay in the performance of the Work caused by the fact that the required access mentioned in articles 7.1 to 7.3 were not made available or were not made available properly or in good time, or by the failure to cooperate, to cooperate in good time or to cooperate properly, including failure to make available employees.
8. Agency has the right to suspend the performance of the Work until the moment the Client has fully complied with the obligations in article 7.1, 7.2 and 7.3.

8. The Client’s Responsibilities
Without prejudice to the obligations and responsibilities of Agency in performing the Work, the Client will remain responsible and liable inter alia for the following:
– the management and day-to-day conduct of its business, the performance of its business activities and dealing with its own business matters.
– decisions taken by the Client about the extent to which it wishes to rely on the advice, recommendations, or other results of the Work, and about using and implementing them.
– the Client agrees to designate an individual who possesses suitable skill, knowledge, and experience to be responsible at all times for the Client’s decisions and evaluate the adequacy of the results of the Work performed for the Client’s purpose, and accept responsibility for the actions, if any, to be taken arising from the results of the Work.

9. Confidentiality
1. Agency will keep secret any confidential information furnished by or on behalf of the Client towards third parties, other than the parties involved in the performance of the Work. This obligation does not apply to information which Agency is required to disclose by law, by any rule of a supervisory body of Agency, or pursuant to a professional duty resting on Agency or on persons employed by or for or attached to Agency, or pursuant to a binding decision of a court or a public authority.
2. The obligation of paragraph 1 of this article does not apply if the information referred to in that paragraph is already publicly known or becomes publicly known other than as a result of a wrongful publication. Furthermore, this obligation is without prejudice to the right of Agency to submit information referred to in paragraph 1 of this article to its insurers and/or advisers in connection with the professional liability of Agency or a third party, if this is necessary for the performance of the Work, including so as to support the rendering of services.
3. Agency is authorised to use the information which the Client has placed at its disposal when Agency acts for itself, or persons employed by or for or attached to Agency act for themselves, in disciplinary, criminal, or civil proceedings in which this information may be relevant.
4. Unless the Client has obtained prior written permission from Agency, the Client will not disclose the content of the Engagement Letter, reports, advice, or other statements made by Agency, whether or not in writing, which were not prepared or made for the purpose of providing the information contained therein to third parties. The Client will, moreover, ensure that third parties cannot take note of the content referred to in the preceding sentence.
5. Except with prior written permission from Agency, the Client will not make any statements about the approach and working procedures used by Agency.
6. The Client may exclusively use the quotation made by Agency and the knowledge and ideas of Agency contained in this quotation for the purposes of evaluating its interest in awarding the engagement.
7. Agency and the Client will impose their obligations pursuant to article 8 on third parties engaged by them.
8. Agency reserves the right to use the Client’s name and to mention the kind of work it performed for the Client for publicity and reference purposes, and to mention all particulars which have already been made publicly known in the media.

10. Intellectual Property
1. Agency reserves all rights in respect of products of the mind that Agency uses or has used, or develops or has developed, in performing the Work.
2. The Client is expressly prohibited from reproducing, disclosing, or exploiting the products referred to in Article 10.1, including computer programmes, system designs, processes, advice, master or other contracts and other products of the mind of Agency.
3. Agency may use and continue to develop the knowledge, experience and general skills acquired by Agency as a result of performing the Work for the purposes of performing work for the Client and/or for clients of Agency.

11. Knowledge and Conflicts
1. The Engagement Team will not be required, expected, or assumed to have knowledge of facts and circumstances known to other persons within Agency. Consequently, Agency cannot be held accountable by the Client for such facts and circumstances.
2. Agency will be free at any time to render services to another party with an interest that competes or conflicts with the interests of the Client (hereinafter: a ’Conflicting Party’), also if the interests of the Conflicting Party compete or conflict specifically and directly with the Client’s interests in relation to the underlying interest. In the event that the interests of the Conflicting Party compete or conflict specifically and directly with the Client’s interests in relation to the underlying interest, the Engagement Team will not perform work for the Conflicting Party. Persons within the Agency other than those forming part of the Engagement Team may only render services to a Conflicting Party under the condition that appropriate security measures have been put in place.
3. If the Client is or has become aware of the fact and/or the circumstance that Agency is rendering services to a Conflicting Party in respect of an interest which competes or conflicts specifically and directly with the Client’s interests, the Client will inform Agency of the matter without delay.

12. Fee / Payment / Recovery of Costs
1. Agency will invoice the Work as specified in the Agreement on the basis of its fee, costs (including costs of third parties that have been engaged) and any taxes owing with respect to them. These items will be charged to the Client on a monthly, quarterly, or annual basis, or upon completion of the Work, unless Agency and the Client agreed otherwise.
2. Agency’s fee does not depend on the result of the Work.
3. For the purposes of article 12.1 costs means direct costs plus a mark-up to cover expenses not directly allocated to the Work.
4. Prices quoted by the Agency are agreed estimates based on experience, agreed rates, third party prices, third party material costs, and other factors, but may change according to circumstances. To this extent, the amount invoiced by Agency may differ from earlier estimates or quotations.
5. Invoices will be paid by the Client, without any deduction, discount, or setoff, within TEN (10) working days of the invoice date. If the Client fails to pay an invoice within this payment period, Agency will be entitled, without further notice of default and without prejudice to the other rights of Agency, to charge the Client legal commercial interest from the due date until the date of payment in full.
6. If an express payment date is agreed, payment will be due immediately without an invoice being required.
7. The Client acknowledges and agrees that the timely payment of invoices and express payments within the aforementioned period is a critical condition to the Work being provided. Any delay in the provision of the Work arising out of or in connection with Client’s not timely payment shall be deemed to be perceived as beyond the reasonable control of the Agency.
8. All judicial and extrajudicial collection and other costs reasonably incurred by Agency as a result of the Client’s failure to discharge its payment obligations will be borne by the Client.
9. If, in the opinion of Agency, the Client’s financial position or payment record gives reason to do so, Agency may require the Client to make a full or partial advance payment and/or to provide (additional) security in a form to be determined by Agency. If the Client fails to provide the required security, Agency may, without prejudice to its other rights, immediately suspend the further performance of the Agreement and any amounts owing by the Client to Agency on any account whatsoever will be immediately due and payable.
10. If several Clients have jointly awarded an engagement, the Clients will be jointly and severally liable for payment of the invoice amount to the extent that the Work was performed for the Clients jointly.
11. Where Agency is required or requested to provide information in respect of the Client pursuant to a regulatory request, requirement or through any form of legal proceedings, Client agrees to reimburse Agency for the costs Agency and its personnel incurred in relation to such requirement, request or proceeding, where Agency actions were not also the subject of such requirement, request or proceeding.
12. Agency can perform additional Work and charge additional fees to the Client for the performed additional Work if the Work is a consequence of (inter)national laws and regulations applicable to the Agreement or the Work.
13. All payments to be made by the Agency to its suppliers under the Agreement shall be made in EUR or UK Pounds. Whenever, for purposes of calculating the corresponding payments due by Client to Agency, conversion from foreign currency will be required, all amounts will first be calculated in the currency of sale and then converted into UK Pounds by applying the rate of exchange generally used by the European Central Bank.
14. All bank transfer costs, or foreign currency costs are born by the Client.

13. Complaints
1. Complaints about the Work performed and/or the invoice amount must be made known to Agency in writing within six (6) calendar days of the discovery of the defect if the Client proves that it could not reasonably have discovered the defect at an earlier date.
2. Complaints referred to in article 13.1 will not suspend the Client’s obligation to pay.
3. In the event of a well-founded complaint Agency will have the choice between adjusting the fee charged, correcting the rejected Work, or doing it again, or not or no longer performing the Work or part of the Work while repaying a proportionate amount of the fee already paid by the Client.

14. Termination
1. Either party may terminate the Agreement if the other party commits a material breach of the Agreement, and the breaching party does not remedy the breach within reasonable period after receiving due written notice of such breach (specifying the breach in sufficient detail for the breaching party to remediate such breach).
2. Further to article 12 Agency may suspend its performance or terminate the Agreement if the Client fails to make an agreed payment, and after due notice, does not promptly make the agreed payment. In such event the Client shall owe to Agency the entire payment for the Work as specified in the Agreement.

15. Early Termination / Cancellation
1. Both Agency and the Client may terminate the Agreement by thirty (30) days’ written notice of termination. In the event of the Client terminating the Agreement as referred to in the preceding sentence, the Client is obliged to reimburse all the losses and costs suffered and incurred by Agency. These losses and costs at least, but not exclusively, include all the costs incurred and investments made, and capacity lost by Agency, in respect of the Agreement and (future) Work.
2. In the event that the Client cancels the Agreement, the Client agrees to inform Agency immediately. Agency agrees to inform all of its third-party suppliers for the performance of the Work of the cancellation immediately.
3. Notwithstanding article 15.1, cancellation by the Client
– before 90 days prior to the Delivery Date will result in a loss of 25% of the total Engagement fee, that will be payable by the Client to Agency.
– between 90 and 30 days prior to the Delivery Date will result in a loss of 75% of the remaining Engagement fee, that will be payable by the Client to Agency.
– within 30 days of the Delivery Date will result in a loss of 100% of the Engagement fee, that will be payable by the Client to Agency.
4. In the unlikely event that Agency cancels the Agreement, or parts thereof, due to the non-performance of third-party suppliers, Agency agrees to inform the Client immediately. To the extent reasonable and proportionate, Agency will reimburse the Client for any costs which Agency is able to recover, including initiating legal proceedings against non-performing third-party to recover damages, and will provide the Client all reasonable support in recovering any further costs.
5. Both Agency and the Client may only dissolve the Agreement if (i) the other party fails imputably to perform an essential obligation under the Agreement and if the other party is in default in the matter ii) if the other party is not able to pay its debts, (iii) if a receiver, administrator, or liquidator is appointed, (iv) if the other party reschedules its debts.
6. Upon cancellation pursuant to article 15, Agency will continue to be entitled to payment of invoices for Work already performed or any Work still to be performed by mutual agreement. The Client’s obligation to pay invoices for Work already performed will become immediately due and payable as soon as the Agreement is terminated.

16. Liability
1. No party excludes or limits its liability under these General Terms and Conditions for: (i) death or personal injury caused by its negligence, (ii) fraudulent misrepresentation; (iii) gross negligence or wilful misconduct or (iv) any other type of liability which cannot by law be excluded or limited.
2. Agency will perform the Work (and any additional work) to the best of its abilities and, in doing so, will exercise the required due care. Agency will only be liable if the Client can demonstrate that it has suffered loss as a direct result of a material error on the part of Agency.
3. Agency shall at all times maintain in force general liability insurance protecting against claims for bodily injury, death and property damage occurring or arising in connection with the Work and other perils, casualties and risks usually insured against by persons operating businesses similar to that being undertaken by Agency. Agency shall also maintain such other insurance coverage as may be required by applicable law, regulation, or public policy. Agency’s general liability insurance shall be for an amount not less than USD 1,000,000.
4. To the extent not prohibited by applicable law and subject to articles 16.1 to 16.3, Agency limits its entire liability under these General Terms and Conditions, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, so that the maximum liability of Agency for all direct losses arising out of or in connection with the Agreement shall be limited to and shall not in aggregate exceed the amount of sixty thousand British Pound Sterling (£60,000.00).
5. Agency will not be liable in any way whatsoever for consequential loss (including but not limited to loss of business, loss of use, lost profit, lost savings, loss due to business interruption, loss of contracts or loss of goodwill).
6. Except for the cases mentioned in article 16.1, Agency will not be liable for damages on any account whatsoever.
6. Agency will exercise due care when engaging third parties. Agency will not be liable for any errors and/or failures of such third parties. This does not apply to third parties which act as subcontractors and which act under the responsibility of Agency.
7. The limitations on liability laid down in article 16 operate both on behalf of Agency (itself) and of the persons, individually as well as jointly, within the Engagement Team.
8. The provisions of this article 16 relate to both contractual and non-contractual liability of Agency towards the Client.

17. Indemnity
1. The Client will indemnify Agency against any and all claims of third parties arising from or connected to the Work performed or to be performed for the Client unless such claims result from intent or wilful recklessness on the part of Agency ‘s executive staff. The indemnity will include all loss suffered and legal and other costs incurred by Agency in connection with claims.
2. The indemnity under article 17.1 is also stipulated on behalf of the persons, both individually and jointly, forming the Engagement Team.

18. Force Majeure
Neither Agency nor the Client shall be in default for failing to perform as a result of any Force majeure event (including but not limited to public holidays, mourning periods, riots, wars, strikes, lockdowns, terrorism, national emergency, military operations, compliance with any law or governmental order, regulation or rule, or acts of government and situations where the rendering of the Work is prohibited or delayed by local laws, regulators, government bodies or agencies, fire, floods, pandemic, epidemic outbreak, hurricane, earthquake, lightning and explosion or any other unforeseeable events which are caused as an act of God).

19. Protection of Personal Data
1. Agency may process personal data concerning and/or obtained from the Client (i) in performing the Work, (ii) in complying with statutory obligations, (iii) for the purposes of supporting Agency’s services to the Client, (iv) in relation to the exercise of or defence against a legal claim and (v) to approach the Client and/or persons employed by or working for the benefit of Client with information and with services provided by Agency and third parties.
2. Agency will process personal data in carrying out the activities mentioned in 19.1 in accordance with the applicable legislation and regulations regarding personal data protection (“Applicable Legislation”), including inter alia the General Data Protection Regulation (“GDPR”). Agency may share personal data with other third parties engaged by Agency for (support relating to) the performance of the Work. Personal data will only be shared to the extent necessary with regard to the aforementioned activities and to the extent it is in compliance with the Applicable Legislation.
3. To the extent that Agency processes personal data pursuant to the Agreement, Agency determines the purpose and means of this data processing, and thus acts as controller within the meaning of the GDPR.
4. The Client has an independent duty to comply with the Applicable Legislation. The Client warrants the legitimacy of the provisioning of the personal data to Agency and will comply with all legal requirements with regard to the Client in conformity with the Applicable Legislation, including the requirement to inform the data subjects of the provisioning of their personal data to Agency and the processing thereof by Agency in accordance with the Agreement.
5. Agency will implement appropriate technical and organisational measures to safeguard the personal data against destruction, loss, alteration, or unauthorised disclosure of, or access thereto.
6. To the extent it concerns personal data provisioned by the Client, Agency will inform the Client of (i) a request from a data subject wishing to exercise its rights is received, (ii) a complaint or claim relating to the processing of the personal data is received, and (iii) if Agency makes a notification pursuant to article 33 or 34 of the GDPR.
7. Upon Agency’s request, the Client will, without undue delay, fully cooperate and provide all information in order to comply with the Applicable Legislation, including, but not limited to information and cooperation in relation to data subjects exercising their rights and possible personal data.
8. The Client shall indemnify Agency against any and all claims from third parties relating to non-compliance by the Client with the Applicable Legislation. This indemnification includes all loss suffered and any and all (legal) costs that Agency incurs or suffers in connection with any such claim.

20. Email and Use of the Internet
1. The Client and Agency may communicate with each other by means of electronic mail (email), electronic storage (including cloud applications) and the use of internet. There are risks associated with the use of email, electronic storage, and the internet, such as, but not limited to distortion, delay, interception, manipulation, and viruses. Agency will not be liable for any loss that may ensue from the use of email, electronic storage and/or the internet. Should there be any doubt about the content or transmission of email and/or electronic storage, data extracts from computer systems of Agency will be decisive.
2. Agency is not liable for damages which could possibly result from the use of the electronic means of communication, networks, applications, electronic storage or other systems including –but not limited to –damages as a result of non-delivery or delay of the delivery of electronic communication, omissions, distortion, interception or manipulation of electronic communication by third parties or by software/equipment used for transmission, receiving or processing of electronic communication, transfer of viruses and not or not normal functioning of the telecom network or other for the electronic communication necessary means, except insofar the damages are the result of intent or wilful recklessness. The foregoing also applies for the use thereof by Agency in relation to third parties.

21. Confidentiality, Safekeeping and Ownership
Agency will keep a file on the Client’s engagement. Agency will take appropriate measures to safeguard the confidentiality and safekeeping of the file and to retain the files for a period which is acceptable by the professional practice standards, and which is in accordance with the statutory regulations and professional rules on retention periods. The files are the property of Agency.

22. Expiration
Unless otherwise determined these General Terms and Conditions, the Client’s right of action and other powers to make any claim towards Agency on any account whatsoever will end ultimately upon the lapse of one (1) year after the moment when the Client became aware or could reasonably be aware of the existence of the right or powers in question.

23. Independence
Agency and persons working as employees or on a contractual basis for or on behalf of the Client shall comply with the independence regulations of domestic and international regulatory bodies. To enable Agency to comply with the relevant independence regulations, the Client shall timely, accurately, and completely inform Agency about the legal and the control structure of the Client or the group to which the Client belongs, all financial and other interests and participations of the Client, as well as about all other (financial) alliances its company or organisation has entered into, in the broadest sense of the word.

24. Non-solicitation
During the performance of the Work and for one (1) year after termination of the Agreement the parties will not employ any of the other party’s persons involved with the Work or otherwise have them perform work or negotiate in that context with these persons, except with the other party’s express prior written consent, which consent will not be withheld on unreasonable grounds.

25. Continued Effect
All rights and obligations arising from the Agreement that by their purport are intended to continue in force after termination of the Agreement will remain in full force after the Agreement has ended.

26. Transfer
Neither of the parties to the Agreement may transfer the rights and obligations arising from or related to the Agreement to a third party without the other party’s express written permission.

27. Amicable Settlement
Agency and the Client agree to examine any dispute resulting from the performance of the Agreement and shall make their best efforts, in good faith, to settle said dispute amicably before taking any legal action.

28. Applicable Law and Choice of Forum
The Agreement is governed by the laws of England and Wales. All disputes arising from or connected to the Agreement and/or in connection with these General Terms and Conditions will fall under the exclusive jurisdiction of the Courts of London, United Kingdom. The United Nations Convention on Contracts for the International Sale of Goods with regard to Movable Property (the ‘Vienna Sales Convention’) does not apply.