Build Hollywood Ltd trading as Jack, Jack Arts & Diabolical

All campaign bookings are accepted on the following terms and conditions and also include the additional terms and conditions set out in the Campaign Summary, Booking Confirmation and Payment Details sections:

1. Definitions

   1. Words and expressions in these Terms and Conditions have the following meanings unless the context requires otherwise:

   2. “4-Sheet General Distribution Campaign” which is not subject to the Challenge Period means the general placement of 4-Sheet posters across a given number of Sites.

   3. “Advertising Agency” means any person, sole trader, partnership, limited liability partnership, company or any other form of business or undertaking or outdoor specialist recognised as an Advertising Agency by Build Hollywood and who, acting as an agent, enters into an Agreement with Build Hollywood for the display of Advertising on any of the Sites.

   4. “Advertisement Copy” means any advertising material (including posters and digital format) and any other advertising material, in any format, intended for display by Build Hollywood on behalf of the Advertiser.

   5. “Advertising Standards” means all statutory and legal requirements and regulations in force relating to the content of advertisements and promotional messages, including the UK Code of Non-broadcast Advertising and Direct and Promotional Marketing (as revised from time to time).

   6. “Agreement” means the legally binding agreement between the Parties consisting of the Terms and Conditions set out in this document and also includes the additional terms and conditions set out in the Campaign Summary, Booking Confirmation and Payment Details sections and/or any other terms agreed in writing/e-mail between the Parties from time to time.

   7. “Advertiser” means any person, sole trader, partnership, limited liability partnership, company or any other form of business, undertaking or outdoor specialist who places an order either directly, or indirectly whether via an Advertising Agency or otherwise with Build Hollywood.

   8. “Booking Confirmation” means the electronic confirmation which the Advertiser receives once they have confirmed that they have read and agreed to the Terms and Conditions and have confirmed the campaign proposal.

   9. “Build Hollywood” means Build Hollywood Ltd trading as trading as Jack, Jack Arts, Diabolical, Jack Arts Scotland and Jack Arts Wales, a company registered in England and Wales (Company No 02806042) and having its Registered Office at 15 Duncan Terrace, London, N1 8BZ.

   10. “Campaign Live Date(s)” means the date(s) specified as the “start date” or the “in-charge date” in the Campaign Summary and Booking Confirmation by reference to which the posting period for an advertising campaign shall be calculated.

   11. “Campaign Summary” means the various pieces of essential information relevant to the campaign.

   12. “Challenge Period” also known as “24 houring” in the out of home advertising industry means a request whereby another advertiser can issue a period of 24 hours’ notice for the advertiser holding the 1st option to either book or drop held inventory. The advertiser issuing the “24- hour” challenge is required to have a PO (purchase order) and is under obligation to book the space if the original advertiser drops the option accordingly.

   13. “Order” means an order (which incorporates the Terms and Conditions) submitted by the Advertiser to and accepted by Build Hollywood for the display of Advertisement Copy.

   14. “Parties” means Build Hollywood and the Advertiser.

   15. “Sites” means the physical locations at which Build Hollywood displays the Advertising Copy in accordance with the Terms and Conditions.

   16. “Site Formats” means the different types of advertising formats for display at the Sites.

   17. “Site List(s)” means an indication of the Sites and Site Formats which are subject to a queuing system and change pending the outcome of the Challenge Period.

   18. “Terms and Conditions” means the Terms and Conditions set out in this document and also includes the additional terms and conditions set out in the Campaign Summary, Booking Confirmation and Payment Details sections. The Terms and Conditions (as updated from time to time) are also published at www.buildhollywood.co.uk.

2. Site Lists and Queuing System

   1. All Site Lists provided in the Campaign Summary are by way of example only in order to provide an indication of the Sites and Site Formats which match the Advertiser’s initial requirements. Site Lists are subject to change depending on the outcome of the Challenge Period. All Site Lists are signed off by the Advertiser with the knowledge that Sites may be swapped out for alternative locations during the Challenge Period to equate to an equal level of investment or less. The Advertiser will be added to the interest queue for all planned sites. Once a campaign is signed off, Build Hollywood Ltd will challenge the client at the front of the queue for each Site. Build Hollywood will find replacement Sites, where possible, for any Sites which are lost during the Challenge Period. The Advertiser will have an opportunity to review and accept or request alternatives to the new Sites. Site Lists are only considered final after the Challenge Period is complete and the final 'booked (subject to final sign off)' version of the campaign has been agreed to by the Parties.

   2. When booking a 4 Sheet General Distribution Campaign the Challenge Period does not apply, and as such, no Site List will be provided. Once the campaign goes live, Build Hollywood will provide a finalised Site List upon request during the first week of the Campaign Live Dates.

3. Artwork

   1. Poster artwork for the Advertising Copy must be submitted by the Advertiser to Build Hollywood 21 days prior to the Campaign Live Date. Late supply of artwork may incur additional charges and/or result in poster display delay and a shorter campaign live period. All artwork is accepted by Build Hollywood on condition that it is copyright and trade mark cleared and does not infringe any intellectual property rights. The artwork must also comply with Advertising Standards. The artwork must have been proof-read by the Advertiser in advance and must in all respects be ‘print ready’ having followed Build Hollywood’s artwork specifications.

   2. Artwork, assets and display materials for any experiential or special build must be submitted by the specified date stipulated by Build Hollywood. Late supply of artwork, assets and display materials may incur additional charges and/or result in display delay and a shorter campaign live period. All artwork is accepted by Build Hollywood on condition that it is copyright and trade mark cleared and does not infringe any intellectual property rights. The artwork must also comply with Advertising Standards. The artwork must have been proof -read by the Advertiser in advance and must in all respects be ‘print ready’ having followed Build Hollywood’s artwork specifications.

4. Posting

   1. The Advertiser accepts and understands that posting and special builds may take place 2-4 days either side of the “in-charge” date in terms of the posting schedule. The posting schedule may be altered due to “Force Majeure” circumstances beyond our control including (but not limited to) adverse weather conditions, venue closure and restricted or no Site access as set out in further detail in Clause 10. For the avoidance of doubt, no refunds will be due to the Advertiser from Build Hollywood where a Force Majeure event occurs, although the posting schedule and/or Campaign Live Date will be changed to a later date at no additional cost to the Advertiser.

   2. Build Hollywood will repost any posters that have been damaged (torn, graffitied, etc.). However the nature of paper and paste billposting does mean that posters may show some creases and/or air bubbles, and Sites will not be reposted if this occurs.

   3. Build Hollywood will seek to repair any aspects of the special build that has been damaged (torn, graffitied, vandalised etc), subject to the Client having agreed a contingency budget/fee with Build Hollywood in advances

5. Payment, Cancellation and Changes

   1. Any payments due to Build Hollywood from the Advertiser excludes amounts in respect of value added tax (“VAT”), which the Advertiser shall additionally be liable to pay Build Hollywood at the prevailing rate, subject to the Advertiser being in receipt of a valid VAT invoice from Build Hollywood.

   2. The Advertiser shall pay Build Hollywood’s invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by Build Hollywood.

   3. If the Advertiser fails to make any payment due to Build Hollywood under the Contract by the due date for payment, then (without prejudice to any other remedy which Build Hollywood may have) the Advertiser shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Advertiser shall pay the interest together with the overdue amount.

   4. The Advertiser must provide as much notice as possible to Build Hollywood in writing of any postponement or cancellation of the campaign. In the event of such postponement or cancellation, the Advertiser will be liable to pay the following charges which will apply:

      1. Full or partial cancellation up to 30 days prior to the Campaign Live Date = no fee, other than any print/production costs already incurred.

      2. Full or partial cancellation within 30 days prior to the Campaign Live Date = 100% of the original media value and any print/production costs already incurred.

      3. Any variation of the booked display dates at any time prior to the Campaign Live Date must equal or exceed the original display period charge value regardless of Site availability and will incur an additional 10% administration fee (on the original campaign media value).

      4. Any request to vary the booked display dates made 30 days or less prior to the original Campaign Live Date must equal or exceed the original display period charge value regardless of Site availability and will incur the 10% administration fee (referred to in Clause 5.4.3) plus an additional charge of 50% for each unsold site from the original plan.

      5. Any change of Sites made 30 days or less prior to the Campaign Live Date must equal or exceed the original campaign value regardless of Site availability and will incur a charge of 50% for any unsold Site which is substituted.

6. Photographs and Video Recordings

   1. An example selection of proof of photographs will be emailed to the Advertiser on or before (where possible) the first Friday following the Campaign Live Date. Proof of posting photographs may be taken in the hours of darkness and may be low quality.

   2. The Advertiser agrees that Build Hollywood may take photographs, record videos and use images of the Advertising Copy whether in situ or otherwise for its own marketing purposes (regardless of whether the photographer and/or videographer is engaged by the Advertiser or by Build Hollywood independently).

   3. For all 4 Sheet General Distribution Campaigns a selection consisting of 20% - 30% of photographs from the Advertiser’s overall campaign will be provided.

   4. Please note that Build Hollywood do not guarantee a proof of posting photo for every poster Site.

   5. Professional photos and videographer services can be requested by the Advertiser as an optional paid extra for any campaign and/or special build and Build Hollywood will provide an example selection of the Advertiser’s Sites taken and edited by a professional photographer and/or videographer as applicable. Build Hollywood will jointly share with the Advertiser the rights to use all such professional photography and/or video recordings for use in its marketing materials, unless otherwise agreed in writing with the Advertiser at the time of booking.

7. Warranties

   1. The Advertiser hereby warrants, represents and undertakes to Build Hollywood that the Advertiser shall indemnify Build Hollywood and keep Build Hollywood fully and effectively indemnified against all fines, penalties, levies, actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from this Agreement including any “guerrilla” marketing activities undertaken by Build Hollywood on the Advertiser’s behalf whilst providing the services under this Agreement, or any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on the Advertiser's part contained in this Agreement.

   2. The Advertiser shall indemnify, keep fully indemnified and hold harmless Build Hollywood against all actions, proceedings, costs, damages, expenses, claims, demands and liabilities arising from or in connection with the Advertiser’s negligence or any breach by the Advertiser of this Agreement or in any manner whatsoever arising (including but not limited to any such actions, proceedings, costs, damages, expenses, claims, demands and liabilities arising from any third party claim).

8. Limitation of Liability

   1. Nothing in this agreement shall limit or exclude Build Hollywood Ltd's liability for:

      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

      2. fraud or fraudulent misrepresentation; or

      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

   2. Build Hollywood Ltd shall under no circumstances be liable to the Advertiser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for:

      1. any loss of profit, or any indirect or consequential loss arising under or in connection with these Conditions;

      2. any claim for loss of publicity or opportunity to enhance the reputation of the Advertiser even if it delays or abandons production or exploitation of the Services; or

      3. any loss or damage to the property of the Advertiser, nor for any personal injury, illness or death caused or suffered in connection with its engagement under this agreement unless caused by the negligence of Build Hollywood Ltd and recoverable on that ground following the judgement of a competent court.

9. Termination

   1. Without prejudice to its other rights or remedies, either party may terminate the Contract with immediate effect by giving written/e-mail notice to the other party if:

      1. the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing/e-mail to do so;

      2. 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; or

      3. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

   2. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

   3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

   4. Without prejudice to its other rights or remedies, Build Hollywood may at its sole discretion suspend the services under this Agreement (including but not limited to refusing to display the Advertising Copy or withdrawing Advertising Copy already on display) and/or terminate this Agreement if the Advertiser fails to pay any amount due under this Agreement on the due date for payment, or if the Advertiser becomes subject to any of the events listed in clause 9.1, or Build Hollywood reasonably believes that the Advertiser is about to become subject to any of them.

   5. On termination of this agreement for any reason:

      1. the Advertiser shall immediately pay to Build Hollywood all of Build Hollywood outstanding unpaid invoices together with interest and, in respect of services supplied but for which no invoice has yet been issued, Build Hollywood shall issue the advertiser with an invoice, which shall be payable by the Advertiser immediately on receipt; and

      2. neither party shall have any further obligation to the other under these Conditions except as stated in these Conditions.

10. Force Majeure

    1. Build Hollywood shall not be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control – a Force Majeure event. The time for performance of such obligations shall be extended accordingly.

    2. If the period of delay or non-performance due to the Force Majeure event continues to prevent Build Hollywood from providing the services under this Agreement for more than two weeks, Build Hollywood shall, without prejudice to its other rights or remedies, have the right to terminate this Agreement immediately by giving written/e-mail notice to the Advertiser.

11. Dispute Resolution

    1. If any dispute arises in connection with this Agreement, the Parties agree to enter into discussions in good faith to settle it.

12. Entire Agreement

    1. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements, arrangements and understandings between the Parties.

13. Confidentiality

    1. Each party will maintain the confidentiality of the other Party's Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party's Confidential Information other than as necessary for the performance of its rights and obligations under this Agreement. "Confidential Information" shall mean, in relation to the other party, information (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities which is not in the public domain and which: (i) is marked as confidential or proprietary; (ii) the receiving party is advised is of a confidential nature; or (iii) due to its character or nature, a reasonable person in a similar position under similar circumstances would treat as confidential. Build Hollywood’s Confidential Information includes without limitation the fees payable under this Agreement and other campaign details such as the number and location of the selected Sites.

14. Governing Law and Jurisdiction

    1. The Parties agree that this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or its formation shall be governed by and construed in accordance with English Law. The Parties further agree that the English Courts have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.