These Terms and Conditions ("Agreement") constitute a binding legal contract between BCNC LIMITED, a company registered in England and Wales with its registered office at 9 Court Farm Road, Hove, BN3 7QR, United Kingdom ("BCNC", "we", "us", or "our"), and the client entity or individual identified in the relevant proposal, statement of work, order form, or engagement letter ("Client", "you", or "your"). This Agreement governs the provision of advertising, public relations, creative brand strategy, and related professional services by BCNC to the Client.
By signing a proposal, statement of work, or engagement letter that references these Terms and Conditions, or by instructing BCNC to commence work, the Client agrees to be bound by this Agreement. If you do not agree to these terms, you must not engage BCNC or use our Services. For enquiries, contact management@bcnc.pro or telephone +44 7456 789012.
In this Agreement, unless the context otherwise requires, the following definitions apply:
The headings in this Agreement are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to statutes include amendments and re-enactments. References to "including" and similar expressions are illustrative and not limiting.
This Agreement applies to all Services provided by BCNC to the Client unless expressly superseded by a written master services agreement signed by both parties. The following order of precedence applies in the event of conflict: first, any executed master services agreement; second, the applicable Statement of Work; third, these Terms and Conditions; fourth, any proposal or presentation that has not been formally executed and does not form part of the SOW.
General terms printed on a Client purchase order or other procurement document shall not amend or override this Agreement unless BCNC has expressly agreed in writing. BCNC's acceptance of a purchase order is for administrative convenience only and does not constitute acceptance of conflicting terms.
Any variation to this Agreement must be in writing and signed or expressly confirmed by authorised representatives of both parties. BCNC personnel may discuss project details orally, but only written agreements bind the parties on scope, fees, and legal terms.
BCNC provides professional agency services in advertising, public relations, and creative brand strategy. The specific Services, deliverables, milestones, and performance indicators for each engagement are defined in the applicable Statement of Work. BCNC shall perform the Services with reasonable skill and care consistent with industry standards for agencies of similar size and specialism.
Unless expressly stated in the SOW, BCNC does not guarantee specific business outcomes such as sales increases, market share growth, media coverage placement, follower counts, search rankings, or return on advertising spend. Marketing and communications involve variables outside BCNC's control, including market conditions, media editorial decisions, platform algorithms, competitor activity, and consumer behaviour.
The Client acknowledges that recommendations may involve professional judgement and that reasonable alternatives may exist. BCNC will explain material options and assumptions during the engagement and seek Client approval for material strategic or creative directions as agreed in the SOW.
Each project or retainer engagement should be documented in a Statement of Work describing: objectives and scope; deliverables and formats; roles and responsibilities; key contacts and approval paths; timelines and dependencies; fee structure; expense and Media Cost handling; reporting requirements; and any project-specific legal terms such as data processing or exclusivity.
If the Client requests work outside the agreed scope, BCNC will notify the Client and may pause work until a change order is agreed. Change orders may affect fees, timelines, and resource allocation. Verbal requests for additional work will be confirmed in writing before BCNC is obliged to deliver beyond the original scope.
Where an SOW references a time estimate rather than fixed deliverables, BCNC will use reasonable efforts to complete work within the estimated time, but hourly or day-rate engagements are subject to the actual time spent unless a not-to-exceed cap is specified.
The Client shall provide timely access to information, brand assets, product details, legal approvals, stakeholder availability, and feedback reasonably required for BCNC to perform the Services. Delays in Client inputs may shift timelines and may result in additional fees or rescheduling of third-party commitments.
The Client is responsible for the accuracy and legality of Client Materials. The Client warrants that it has all rights necessary to provide Client Materials to BCNC and to authorise their use in connection with the Services, including trade marks, copyrighted content, testimonials, data, and imagery featuring individuals.
The Client shall designate an authorised representative with authority to provide instructions, approvals, and binding decisions on scope and creative matters, or shall establish a clear approval workflow in the SOW. BCNC may rely on approvals from the designated representative unless notified in writing of a change in authority.
The Client shall ensure that all advertising, promotions, and public communications comply with applicable laws and industry codes, including CAP and ASA requirements for UK advertising, broadcasting restrictions, competition law, consumer protection law, and sector-specific regulations. BCNC will use reasonable skill to advise on compliance but does not provide legal advice unless separately engaged to do so.
The Client shall promptly review and respond to deliverables, proofs, and media plans presented for approval. Unless otherwise agreed, a response is required within five business days. Failure to respond within the agreed period may be treated as deemed approval to avoid missing publication deadlines, where BCNC has notified the Client of the consequence of delay.
BCNC shall allocate appropriately qualified personnel to perform the Services and shall supervise subcontractors and freelancers engaged on the project. BCNC may substitute personnel of equivalent skill where necessary, provided that key personnel named in the SOW will not be replaced without Client consultation where their continuity is material.
BCNC shall maintain professional indemnity insurance and public liability insurance at levels customary for UK agencies of similar profile, and shall provide evidence of coverage on reasonable request for enterprise clients.
BCNC shall keep the Client reasonably informed of progress, risks, and material issues affecting delivery. Reporting frequency and format shall be as specified in the SOW or as otherwise agreed during the engagement.
BCNC shall not knowingly use Client Materials or project information for any purpose other than performing the Services and administering the Client relationship, except as permitted under the confidentiality, publicity, and intellectual property provisions of this Agreement.
Fees are as stated in the applicable SOW and may be structured as fixed project fees, monthly retainers, hourly or daily rates, performance-linked components, or blended models. All Fees are exclusive of value added tax, which shall be added at the prevailing UK rate where applicable.
Unless otherwise stated, BCNC shall invoice according to the billing schedule in the SOW. Retainers are typically invoiced monthly in advance. Project fees may be invoiced in stages tied to milestones or on completion. Media Costs and approved expenses may be invoiced separately or as pass-through items.
Payment terms are fourteen days from the date of invoice unless otherwise agreed in writing. Time for payment is of the essence. BCNC may charge interest on overdue amounts at four percent per annum above the Bank of England base rate, accruing daily from the due date until payment, and may recover reasonable debt collection costs where permitted by law.
If the Client disputes an invoice in good faith, the Client shall notify BCNC within seven days of receipt, specifying the disputed amount and reasons. The parties shall negotiate in good faith to resolve the dispute. Undisputed portions remain payable by the due date.
BCNC may suspend Services, withhold deliverables, or decline to place media orders if invoices are overdue beyond fourteen days after written notice. Suspension does not relieve the Client of payment obligations for work performed and committed Media Costs.
The Client shall reimburse pre-approved out-of-pocket expenses incurred by BCNC in delivering the Services, including travel, accommodation, subsistence, courier charges, research purchases, and third-party production costs. Expenses above an agreed threshold require prior Client approval unless urgently required to meet a publication deadline and BCNC has used reasonable efforts to obtain approval.
Media Costs include space, airtime, digital inventory, print production, postage, talent fees, music licensing, stock imagery, platform fees, and similar third-party charges. Unless the SOW states that BCNC will advance Media Costs, the Client shall pay media invoices directly or fund a media float as agreed.
Where BCNC advances Media Costs on the Client's behalf, the Client shall reimburse BCNC within the payment terms stated on the invoice. BCNC may apply a handling fee where disclosed in the SOW. BCNC is not responsible for media performance, availability, or policy changes by media owners once placement is made in accordance with Client-approved plans.
All Media Costs are subject to Third-Party Terms. The Client acknowledges that cancellation, amendment, or failure to pay media owners may result in penalties, forfeiture of discounts, or legal action by third parties, for which the Client is responsible where BCNC acted on approved instructions.
Creative work, copy, media plans, and public relations materials require Client approval before release, publication, or distribution unless the SOW expressly grants BCNC standing authority for routine executions within pre-agreed parameters.
Client approval may be provided by email or through an agreed project management system and constitutes authorisation for BCNC to proceed and for the Client to accept responsibility for the approved materials. The Client should review proofs carefully for accuracy of pricing, dates, legal claims, disclaimers, and contact details.
Once approved, the Client accepts liability for the content and timing of materials released in accordance with that approval. If the Client requests changes after approval that require rework, BCNC may charge additional Fees at the applicable rate and may not be responsible for missed deadlines arising from such changes.
For public relations, the Client acknowledges that press materials distributed to journalists may be edited, truncated, or contextualised by media outlets outside BCNC's control. BCNC does not guarantee verbatim publication or favourable editorial treatment.
Intellectual property ownership is allocated as follows unless otherwise agreed in writing in the SOW. BCNC retains all Background IP, including proprietary frameworks, templates, methodologies, software tools, and pre-existing creative resources. No licence to Background IP is granted except as necessary for the Client to use Deliverables as intended.
Foreground IP in Deliverables shall vest in the Client upon full payment of all Fees and Media Costs relating to the project, subject to third-party licences embedded in the Deliverables. Until full payment, BCNC grants the Client a non-exclusive licence to use Deliverables internally for review and approval purposes only.
BCNC retains the right to use general know-how, skills, and experience gained during the engagement. BCNC may also retain archival copies of project materials for compliance, portfolio, and internal training purposes subject to confidentiality obligations.
Third-party materials, including stock photography, fonts, music, footage, and software, are licensed rather than sold. Use is subject to the applicable licence terms and may be restricted by medium, territory, duration, and audience size. The Client shall not use third-party materials outside the scope of the agreed campaign without obtaining expanded licences.
The Client grants BCNC a non-exclusive, royalty-free licence to use Client Materials, trade marks, and brand assets solely for performing the Services and, where agreed, for portfolio and awards submissions. BCNC shall comply with brand guidelines supplied by the Client.
If the Client modifies Deliverables without BCNC's consent, BCNC disclaims responsibility for the modified materials. The Client shall not remove or alter proprietary notices except as necessary for normal use of approved Deliverables.
The Client shall ensure that any necessary consents are obtained from creators for use of works in which moral rights may subsist. Where BCNC personnel or subcontractors assert moral rights, BCNC shall use reasonable efforts to secure waivers or consents required for the Client's intended use, provided that the Client has specified the intended use with sufficient clarity.
Credit lines for creative work, where required by industry custom or third-party licences, shall be agreed in the SOW. Failure to include agreed credits may entitle third parties to withhold licences or pursue remedies.
Each party shall keep the other party's Confidential Information secret and use it only for performing this Agreement. Confidential Information does not include information that is publicly available without breach, already known to the recipient, independently developed, or lawfully obtained from a third party without restriction.
Confidentiality obligations survive termination for five years, except for trade secrets and personal data, which shall be protected for as long as required by law. Either party may disclose Confidential Information to professional advisers, financiers, and subcontractors bound by equivalent obligations, and as required by law or court order after giving notice where permitted.
If BCNC is required to disclose Confidential Information by regulatory or legal process, BCNC will where lawful notify the Client before disclosure to allow the Client to seek protective measures.
Each party shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. The parties acknowledge that BCNC may process personal data as a processor on behalf of the Client in connection with campaigns, CRM integrations, events, lead generation, and analytics.
Marketing communications carried out under this Agreement must comply with the Privacy and Electronic Communications Regulations and related UK guidance. The Client shall maintain suppression lists, honour opt-out requests, and ensure that email, SMS, and telemarketing activities are properly authorised.
The Client is primarily responsible for ensuring that advertising and marketing communications comply with applicable legislation and self-regulatory codes, including the UK Code of Non-broadcast Advertising and Direct and Promotional Marketing (CAP Code) and broadcast codes administered by Ofcom where relevant. BCNC will apply reasonable skill and care to prepare materials in line with the brief and known regulatory constraints but does not accept liability for Client-requested claims that BCNC has flagged as potentially non-compliant unless BCNC expressly warranted compliance.
Promotions, competitions, and prize draws require terms and conditions approved by the Client's legal advisers where appropriate. BCNC can draft promotional terms as a creative and administrative service, but such drafts should be reviewed by the Client's legal team before publication unless BCNC is separately engaged to provide legal advice.
Sector-specific rules may apply to alcohol, gambling, financial services, pharmaceuticals, food and health claims, and advertising to children. The Client shall disclose applicable restrictions at the outset of the engagement. BCNC shall not be liable for omissions resulting from incomplete sector disclosures by the Client.
Public relations Services may include media relations, press release distribution, spokesperson training, crisis communications support, stakeholder engagement, and reputation monitoring. BCNC does not control editorial decisions of journalists, publishers, bloggers, or influencers. Coverage, tone, and placement are at the discretion of third parties.
The Client shall make authorised spokespeople available for interviews and comment within reasonable notice. BCNC shall coordinate briefing materials and talking points as agreed, but the Client remains responsible for the accuracy of factual statements made by its representatives.
In crisis situations, BCNC will act according to the agreed communications plan and escalation procedures. Rapid response may require approvals on shortened timelines. The Client acknowledges that delayed approval may materially affect outcomes in fast-moving situations.
BCNC may monitor publicly available media and social commentary for reporting purposes. Monitoring does not extend to unlawful interception or access to private communications.
Creative Services include concept development, copywriting, art direction, design, video production, photography, animation, and asset adaptation across channels. Concepts presented at pitch stage remain BCNC's property unless the SOW expressly states that pitch materials are compensated or assigned upon engagement.
Production schedules depend on availability of talent, locations, weather, and third-party studios. BCNC shall use reasonable efforts to manage production efficiently but is not liable for delays caused by factors outside its reasonable control.
Raw working files, unused concepts, and work-in-progress may be retained by BCNC unless the SOW requires delivery of open files. Delivery of open files may incur additional Fees and may be subject to font, plugin, and software licensing constraints.
The Client shall attend or nominate representatives for shoots, recordings, and presentations where attendance is reasonably requested. If the Client fails to attend without rescheduling, BCNC may invoice for committed resources.
Digital advertising Services may include planning, buying, trafficking, optimisation, and reporting across search, social, display, video, and programmatic platforms. Platform policies, auction dynamics, and attribution models change frequently. BCNC shall use reasonable skill to manage campaigns but does not guarantee specific click-through rates, conversion rates, or cost per acquisition unless expressly guaranteed in writing.
The Client shall provide access to analytics, pixels, ad accounts, and verification tools as required. Delays in granting access may delay campaign launch. BCNC shall configure tracking in accordance with the SOW and applicable consent requirements, but the Client is responsible for website consent mechanisms unless BCNC is separately engaged to implement them.
Ad fraud, brand safety incidents, and placement errors may occur despite reasonable safeguards. BCNC shall apply industry-standard verification and exclusion tools where agreed and shall remediate issues promptly upon discovery, but liability is limited in accordance with this Agreement.
Media buying may be conducted in BCNC's name or the Client's name depending on commercial arrangements and platform requirements. The party named on media contracts is responsible to media owners for payment and compliance with media terms.
Where BCNC manages social media accounts on behalf of the Client, the Client shall grant administrator access and maintain ownership of accounts unless otherwise agreed. BCNC shall publish content according to an agreed editorial calendar and approval process.
The Client acknowledges that social platforms may suspend accounts, throttle reach, or change algorithms without notice. BCNC is not responsible for platform actions directed at the Client's accounts where BCNC has complied with platform policies and Client instructions.
Community management may include responding to comments and messages according to agreed tone-of-voice guidelines. BCNC shall escalate sensitive issues, complaints, and legal threats to the Client promptly. Unless expressly included in scope, BCNC does not provide legal advice in community responses.
Paid social campaigns are subject to platform ad policies and the digital media provisions of this Agreement. Organic and paid activities may require separate budget allocations and reporting.
Influencer marketing Services may include identification, outreach, negotiation, briefing, content review, and performance reporting. Influencers are independent third parties, not employees or agents of BCNC. Their statements and conduct may affect campaign outcomes and regulatory compliance.
The Client is responsible for ensuring that influencer content complies with advertising disclosure requirements, including clear labelling of commercial relationships in line with ASA guidance. BCNC will advise on disclosure practices and include appropriate contractual obligations in influencer agreements where BCNC contracts with influencers on the Client's behalf.
Talent fees, usage rights, exclusivity, and whitelisting permissions shall be documented in talent agreements or SOW schedules. Use of influencer content beyond the agreed term or territory requires additional licences and fees.
BCNC is not liable for influencer misconduct, no-shows, or content removal after publication unless BCNC failed to exercise reasonable care in selection and briefing and that failure directly caused the loss.
Each Deliverable includes a reasonable number of revision rounds as stated in the SOW, typically two rounds for creative concepts and one round for finished art after Client approval of copy and layout. Additional revisions shall be charged at BCNC's then-current rates.
Substantive changes to strategy, audience, messaging, or deliverable formats after SOW sign-off constitute scope changes and may require a change order. BCNC shall notify the Client when a request appears to fall outside scope and shall not be obliged to deliver out-of-scope work without agreement.
If the Client pauses a project for more than thirty days, BCNC may reallocate resources and may require a restart fee or revised timeline upon resumption. Committed third-party costs incurred before pause remain payable.
Timelines in the SOW are estimates based on timely Client cooperation, approvals, and availability of third parties. BCNC shall notify the Client if it becomes aware of material risk to milestones.
Client-caused delay, including late feedback, missing assets, or internal reorganisations, extends timelines on a day-for-day basis unless the parties agree crash schedules with additional resources and Fees.
If BCNC causes delay without Force Majeure or Client cause, the Client's exclusive remedy is limited to a reasonable extension of time or, where the SOW provides, a fee credit for demonstrably missed contractual milestones. No credit applies to delays arising from Client actions, third parties, or Force Majeure.
BCNC warrants that Services will be performed with reasonable skill and care by appropriately qualified personnel. BCNC does not warrant uninterrupted or error-free operation of digital platforms, media placement, or third-party services.
Except as expressly stated, all warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by law. BCNC does not warrant that campaigns will achieve particular sales, leads, awareness metrics, or reputational outcomes.
The Client warrants that Client Materials do not infringe third-party rights, are not unlawful or misleading, and that the Client has authority to enter this Agreement.
Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under English law.
The Client acknowledges that the Fee reflects the allocation of risk in this clause and that BCNC would not enter this Agreement without these limitations.
The Client shall indemnify and hold harmless BCNC, its directors, officers, employees, and subcontractors from and against all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from: Client Materials or Client instructions; use of Deliverables beyond approved scope; breach of Client warranties; violation of law attributable to Client content or products; and claims by third parties relating to the Client's products, services, or trade marks, except to the extent caused by BCNC's negligence or breach.
BCNC shall indemnify the Client against third-party claims that Deliverables created solely by BCNC and approved by the Client infringe UK intellectual property rights, provided the Client notifies BCNC promptly, allows BCNC to control the defence, and does not admit liability. BCNC's indemnity does not apply where infringement arises from Client Materials, Client modifications, combinations with materials not supplied by BCNC, or use outside scope.
BCNC shall maintain professional indemnity insurance with a reputable insurer throughout the term of the Agreement and for a reasonable run-off period thereafter. Coverage limits shall be consistent with the scale of the engagement. Certificates may be provided on request for enterprise clients subject to confidentiality.
The Client is encouraged to maintain appropriate advertising liability, cyber, and product liability insurance for its own operations and campaigns. Insurance maintained by either party is not a substitute for the indemnities and limitations in this Agreement.
Neither party shall be liable for failure or delay in performance caused by a Force Majeure Event, provided that the affected party notifies the other promptly and uses reasonable efforts to mitigate impact. If a Force Majeure Event continues for more than sixty days, either party may terminate the affected SOW upon written notice without liability beyond payment for Services performed and non-cancellable commitments.
Epidemics, government restrictions, and supply chain disruptions may affect production, events, and media schedules. The parties shall discuss alternative approaches such as digital substitution, schedule revision, or partial cancellation. Media and production contracts may contain their own force majeure terms that allocate costs between the parties and third parties.
Either party may terminate an SOW for material breach if the breach is not remedied within thirty days of written notice, except where the breach is not capable of remedy. BCNC may suspend or terminate immediately for non-payment after notice, insolvency of the Client, or unlawful instructions.
Either party may terminate a retainer SOW on thirty days' written notice unless a minimum term is specified. Early termination of a fixed-term retainer may require payment of fees for the remainder of the minimum term or a termination fee as stated in the SOW.
Upon termination, the Client shall pay all Fees for Services performed, committed Media Costs, non-cancellable third-party contracts entered on Client approval, and expenses incurred. BCNC shall deliver work-in-progress and completed Deliverables upon receipt of payment due.
Clauses that by their nature survive termination shall continue, including confidentiality, intellectual property payment conditions, data protection, liability, indemnity, governing law, and payment obligations.
During the term of the Agreement and for twelve months thereafter, the Client shall not directly solicit for employment or engagement any BCNC employee or contractor who worked on the Client's account, without BCNC's prior written consent. This restriction does not apply to general recruitment advertising not targeted at BCNC personnel or to individuals who respond without solicitation.
If the Client hires or engages such personnel in breach of this clause, the Client shall pay BCNC a recruitment fee equal to twenty-five percent of the individual's first-year compensation or engagement value, unless otherwise agreed.
Unless the Client opts out in writing, BCNC may display the Client's name, logo, and non-confidential campaign assets in its portfolio, credentials presentations, awards submissions, and marketing materials after public launch. BCNC shall honour any embargo dates and confidentiality restrictions agreed in the SOW.
The Client may issue press releases about the engagement only with BCNC's prior approval where such releases reference BCNC's role, methodology, or performance metrics, unless the SOW grants standing permission.
Each party shall comply with the Bribery Act 2010 and shall not offer, promise, or accept bribes or improper payments in connection with the Services. BCNC maintains policies and training appropriate to its size and risk profile.
BCNC supports the principles of the Modern Slavery Act 2015 and expects suppliers to adhere to ethical labour practices. The Client shall not request BCNC to engage suppliers known to violate applicable labour or human rights laws.
BCNC may use subcontractors, freelancers, and Affiliates to perform Services, provided BCNC remains responsible for their performance as if performed by BCNC directly. BCNC shall ensure that subcontractors handling personal data or Confidential Information are bound by appropriate obligations.
The Client shall not contract directly with BCNC subcontractors assigned to the Client's project during the term and for six months after completion without BCNC's consent, except where required by law or where the relationship pre-dated the engagement.
BCNC shall maintain project records, timesheets, and media booking records in accordance with its internal policies and any audit requirements stated in the SOW. Enterprise clients may audit Fees and Media Cost handling on reasonable notice, no more than once per year, during business hours, subject to confidentiality and disruption limits.
Audit rights do not extend to BCNC's proprietary rate cards, margin on third-party services where not contractually fixed, or information relating to other clients.
The parties shall attempt in good faith to resolve disputes through negotiation between project leads and, if necessary, senior management. If a dispute is not resolved within thirty days, either party may pursue legal remedies in accordance with the governing law clause.
Nothing prevents a party from seeking urgent injunctive relief to protect intellectual property, confidentiality, or payment rights.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, subject to any mandatory rights of consumers under applicable law where the Client is an individual acting outside trade, business, or profession.
Notices under this Agreement shall be in writing and delivered by email to the addresses specified in the SOW or to management@bcnc.pro for BCNC, or by recorded delivery to the registered or principal office of the recipient. Notices are deemed received on the next business day if sent by email before 5:00 p.m. UK time, or on delivery if sent by post.
Either party may update notice details by written notice to the other party.
The Client may not assign or transfer this Agreement without BCNC's prior written consent. BCNC may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of assets, provided that the assignee assumes BCNC's obligations.
This Agreement, together with applicable SOWs and data processing terms, constitutes the entire agreement between the parties and supersedes prior discussions and understandings. No failure or delay to exercise a right shall constitute a waiver.
If any provision is held invalid or unenforceable, the remaining provisions remain in full force. The parties shall negotiate in good faith to replace invalid provisions with enforceable terms that achieve the original commercial intent.
A person who is not a party to this Agreement has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999, except that BCNC's Affiliates and subcontractors may enforce provisions that directly benefit them with BCNC's consent.
For contractual notices and operational enquiries relating to this Agreement, contact BCNC LIMITED at 9 Court Farm Road, Hove, BN3 7QR, United Kingdom, email management@bcnc.pro, telephone +44 7456 789012.
Where Services are provided on a retainer basis, the Client pays a recurring fee for access to an agreed level of BCNC resources and services each month or quarter. Retainer scopes typically specify included hours, disciplines covered, response times, and excluded activities. Work beyond included hours is billed at agreed overage rates or requires a change order.
Unused retainer hours or allocations do not roll over to subsequent periods unless expressly agreed. BCNC shall use reasonable efforts to allocate consistent team members to retainer accounts but may rotate resources for capacity, development, or leave coverage.
Retainers may be paused by mutual agreement. Pauses longer than sixty days may trigger re-scoping and repricing upon resumption to reflect current rates and team availability.
BCNC may participate in competitive pitches at its discretion. Unless a pitch fee or compensation for pitch work is expressly agreed, BCNC retains ownership of pitch concepts, creative routes, and presentation materials. The Client may not use pitch materials for execution or share them with third parties without BCNC's written consent and appropriate compensation.
Confidential information shared during pitches shall be treated in accordance with any non-disclosure agreement or, if none exists, the confidentiality provisions of this Agreement. The Client shall not solicit BCNC pitch team members in violation of the non-solicitation clause.
Brand strategy deliverables may include positioning statements, messaging frameworks, audience segmentation, competitor analysis, and naming recommendations. Strategic recommendations are based on information available at the time of the engagement and professional judgement; market conditions may change.
Research Services may utilise surveys, focus groups, desk research, and social listening. Sample sizes and methodologies will be described in the SOW. Research findings are indicative and not guaranteed to predict commercial performance. The Client is responsible for decisions made on the basis of research reports.
Where research involves personal data, the data protection provisions apply. Participants in qualitative research shall be provided with appropriate notices and consents coordinated between BCNC and the Client.
Content production may generate large volumes of assets in multiple formats. The SOW should specify which formats are included for delivery. BCNC may use digital asset management tools to host files during the project. Long-term asset storage after project completion is not included unless agreed; the Client should download and archive Deliverables promptly.
Localization and adaptation of assets for additional markets, languages, or channels require separate scope and fees. Translation services may be subcontracted to specialist providers at the Client's cost.
Events and experiential activations involve coordination with venues, local authorities, health and safety advisers, and suppliers. Permits, insurance certificates, and risk assessments are the Client's responsibility unless BCNC is expressly engaged to procure them.
Attendance figures, sampling volumes, and on-site conversions are subject to operational variables. BCNC shall report estimates in good faith based on reasonable measurement methods agreed in the SOW.
Environmental and sustainability claims in advertising are subject to heightened regulatory scrutiny. The Client shall provide substantiation for green claims and BCNC shall not be liable for unsubstantiated claims supplied or approved by the Client. BCNC can advise on general best practice but specialist environmental verification remains the Client's responsibility.
BCNC may use artificial intelligence and generative tools to support ideation, copy drafting, image development, and workflow efficiency where permitted by the SOW and applicable law. The Client may request disclosure of AI use in Deliverables where material to regulatory or brand requirements.
AI-generated outputs may require human review, additional licensing checks, and disclosure in advertising. The Client shall not use AI outputs without review where accuracy, rights clearance, or bias considerations are material. BCNC disclaims liability for undetected errors in AI-assisted drafts that were not subject to agreed review stages.
Where BCNC accesses Client systems, ad accounts, or websites, the Client shall provision access on a least-privilege basis and revoke access promptly upon project completion. BCNC shall maintain reasonable security practices for credentials and project data but is not liable for breaches of Client systems outside BCNC's control.
The Client shall notify BCNC immediately if credentials are compromised. Both parties shall cooperate on incident response where a shared platform or account is affected.
Campaigns targeting multiple countries may require local legal review, translation, media partnerships, and compliance with local advertising standards. Unless the SOW includes international coordination, BCNC's obligations relate to the United Kingdom market. The Client is responsible for engaging local counsel and partners for foreign jurisdictions unless BCNC expressly agrees to coordinate such services as additional scope.
Currency fluctuations may affect Media Costs billed in foreign currencies. BCNC shall use reasonable efforts to notify the Client of material exchange rate impacts on approved budgets.
Reporting deliverables may include dashboards, written summaries, and presentation meetings. Metrics reported depend on data available from platforms and analytics tools. Discrepancies between platform metrics and Client internal data may arise due to attribution differences, ad blockers, consent rates, and tracking limitations.
BCNC shall explain methodology and known limitations in reports. The Client shall provide feedback if reported data appears inconsistent with internal records so that BCNC can investigate configuration issues within scope.
This section addresses client account governance and steering committees in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses quality assurance, proofing, and pre-publication checks in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses archiving, document retention, and legal hold in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses whistleblowing, ethics, and professional conduct in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses equitable relief and injunctive remedies in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses counterparts, electronic signatures, and contract formation in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses language, translation, and interpretation in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses statutory and regulatory updates affecting campaigns in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses survival of payment and indemnity obligations in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses independent contractor status and no partnership in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses client procurement policies and vendor onboarding in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses rate cards, price holds, and annual uplifts in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses conflict of interest and competing clients in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses exclusivity and category management in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
This section addresses media rebates, discounts, and transparency in the context of professional advertising, public relations, and creative brand strategy services delivered by BCNC LIMITED to business clients under written Statements of Work. The parties shall cooperate in good faith to implement arrangements that are proportionate to the scale, sector, and risk profile of the engagement. Where this section imposes mutual obligations, each party shall designate a competent representative responsible for coordination and shall respond to reasonable requests within agreed timeframes unless urgent circumstances require faster escalation.
Unless expressly included in the applicable SOW, the matters described in this section do not create additional deliverables beyond those already specified. BCNC shall advise the Client where optional services, third-party specialists, or incremental fees may be required to achieve the Client's objectives in this area. The Client shall provide timely decisions on such recommendations to avoid delay to the wider programme of work. Any agreed extensions of scope shall be documented through a change order referencing Fees, timelines, and acceptance criteria.
BCNC's obligations under this section are subject to the limitations of liability, indemnity, and force majeure provisions of this Agreement. Nothing in this section requires BCNC to provide legal, tax, or regulated financial advice unless specifically scoped and staffed with appropriately qualified professionals. The Client remains responsible for final approval of materials, claims, and commitments published in its name or on its behalf, including where BCNC has provided strategic or creative recommendations that the Client elects to adopt, modify, or reject.
Operational records relating to this section shall be maintained in accordance with BCNC's document retention policy and any enhanced requirements agreed for regulated or enterprise clients. Upon reasonable request, BCNC shall provide summaries or extracts relevant to an active project, subject to confidentiality, data protection, and third-party rights. The Client shall treat BCNC methodologies, templates, and non-client-specific know-how as BCNC Background IP except where expressly assigned in writing.
