DIVE Agency LTD — Terms of Business

1 DEFINITIONS

1.1 “DIVE” means DIVE Agency Ltd, a sister agency to Pearl & Dean Ltd., and includes all its subsidiaries successors in title and assigns.

1.2 “Pearl & Dean” means Pearl & Dean Ltd and includes all its subsidiaries successors in title and assigns.

1.3 “The Agent” means the person, firm, or company by whom a booking which incorporates these general terms and conditions is made and includes successors in title.

1.4 “Campaign” means the Agency’s Order for the campaign booked inclusive of all its Elements.

1.5 “Element” means constituent parts of the overall Campaign as outlined in the Schedule.

1.6 “The Schedule” means the Schedule attached to the booking inclusive of all its Elements.

1.7 “Hard Costs” means all direct, out-of-pocket expenses reasonably incurred by or on behalf of the Agency in connection with the production and execution of the Campaign, including but not limited to costs for materials, equipment rental, locations, talent, crew, travel, post-production, and third-party vendor fees.

1.8 “Media Costs” means the purchase of advertising space and media placement in connection with the Campaign, including but not limited to cinema advertising and digital advertising. This excludes Hard Costs.

2 BOOKING

2.1 No booking of a Campaign will be processed until DIVE receives the Agency’s written or electronic confirmation of its Order inclusive of a PO number or equivalent.

2.2 DIVE will arrange the delivery of the Campaign in accordance with the Schedule and the agreed time schedule.

2.3 If for any reasonable cause any Element(s) mentioned in the Schedule is not, or ceases to be, available during the period of the campaign stated in the Campaign, a substitute Element (if available) will be offered by DIVE. If such a substitute is not mutually agreed upon between the two contracting parties, the appropriate allowance will be made to the Agency for the value of the Element concerned.

2.4 The Campaign will not be affected by any change in the title, management, or ownership by any cinema(s) stated in the Schedule.

2.5 In the event of DIVE ceasing to hold the advertising rights in any cinema(s) or other rightsholders stated in the Schedule, DIVE will use its reasonable endeavours to arrange with the contractor taking over the rights for the Campaign Elements to be exhibited as stated in the Schedule at the cinema concerned, but will have no other liability to the Agency.

2.6 Any non-execution or delay in the fulfilment of the Campaign by DIVE due to war, fire, strike, lock-out, tempest, Act of God, accident or any other cause beyond the reasonable control of DIVE shall not entitle the Agency to cancel the Campaign nor give rise to any claim against DIVE for compensation or otherwise.

2.7 DIVE reserves the right to cancel any unexecuted part of the Campaign by written notice taking immediate effect, in the event that the Agency makes any voluntary agreement with its creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986) or a receiver is appointed or the Agency goes into liquidation or ceases or resolves to cease to carry on business or the Agency (not being a company) becomes bankrupt or is dissolved. On the giving of such notice, DIVE shall be entitled to receive payment for any work undertaken in respect of the Order up to the date of cancellation.

3 CINEMA ADVERTISING COPY

3.1 Any commercials for cinema provided by the Agency running alongside the Campaign or as part of the Schedule must be submitted for clearance to the Copy Clearance Executive of the Cinema Advertising Association and to the British Board of Film Classification for classification (where applicable).

3.2 All commercials are subject to further approval by Pearl & Dean and the exhibitor(s).

3.3 Submission must be completed in a timely manner, and the certificates from both the Cinema Advertising Association and the British Board of Film Classification (where applicable) must be presented to the Copy Clearance Executive at least one week prior to the date of first exhibition of the commercial. If such certificates are not presented by that deadline, any losses in whole or part to the exhibition of the commercial will be the full responsibility of The Agency.

3.4 All costs incurred in the process of submission to the Cinema Advertising Association and to the British Board of Film Classification are to be borne in full by The Agency.

3.5 The Agency agrees that the commercial(s) supplied will conform to the standard for cinema advertising sound levels as posted on the Pearl & Dean website, and that the Agency agrees to indemnify the Cinema Advertising Association and Pearl & Dean against any claims, losses, legal costs, and any other costs arising from their failure to comply with that standard.

3.6 Pearl & Dean will take all reasonable care to ensure the safe handling of all advertising material provided by the agency but does not bear any responsibility to loss or corruption of any commercial in transit between servers or file locations.

3.7 Where production for any commercials scheduled by Pearl & Dean is requested by the Agency or its Client, it is subject to acceptance of a written order in advance. Agency commission is not payable on production.

3.8 Pearl & Dean reserves the right to destroy all copy after the completion of this Order. It is the Responsibility of the Agency and the Client to preserve copies of the advertisement for any future use.

4 INVOICING

4.1 DIVE shall invoice the Agency in respect of the Campaign and payment shall be made by the Agency not later than stipulated in the Schedule.

4.2 Should any payments be received by the Agency later than the agreed timelines stipulated in the Schedule, DIVE shall not be held responsible or be asked to bear any costs for any effect this has on the delivery of the Campaign.

4.3 All charges are subject to Value Added Tax.

5 CANCELLATION/VARIATION

5.1 Either party shall have the right to cancel the Campaign, without penalty, by giving written notice to take effect not less than 13 weeks prior to Campaign start date.

5.2.1 The Agency will pay 100% of the total value of the Hard Costs spent or committed at the time notice of termination is received.

5.2.2 For any Campaigns where notice of termination is received with less than 13 weeks’ notice before campaign start date but more than 6 weeks’ notice, the Agency will pay 50% of all Media Costs committed.

5.2.3 For any Campaigns where notice of termination is received with less than 6 weeks’ notice before campaign start date but more than 4 weeks’ notice, the Agency will pay 75% of all Media Costs committed.

5.2.4 For any Campaigns where notice of termination is received with less than 4 weeks’ notice before Campaign start date, the Agency will pay 100% of all Media Costs committed.

5.3 Failure by DIVE to execute any part of the Campaign as a result of any cause beyond its reasonable control shall not entitle the Agency to cancel the balance of the Campaign nor to claim compensation or otherwise from DIVE.

6 GENERAL

6.1 The liabilities and obligations hereunder of both parties to this contract shall be limited to those contained within the Campaign and in these Terms and Conditions. All other Terms and Conditions, express or implied, are excluded to the fullest extent permitted by law.

6.2 The Campaign and these Terms and Conditions are executed under and are under the exclusive jurisdiction of the laws of England and Wales