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Create General Terms and Conditions of Contract
1. Definitions
Advertiser means any person firm or company who, acting as a Principal, gives an Order.
Advertising means advertising content and applications and any other advertising media to be provided by the Principal’s creative agency (as listed in the Campaign Plan) to BMO to be shown on the Screens in accordance with the Campaign Plan.
Advertising Agency’ means any person, firm, company or outdoor specialist rec-ognised as an Advertising Agency by BMO and who, acting as a Principal, gives an Order.
Advertising Airtime means the amount of screen time on the Screen(s) devoted to the Principal for Advertising in accordance with the Agreement.
Agent means any person firm or company appointed by a Principal to administer an Order.
Agreement means this agreement, which consists of these terms and conditions, the Schedule and any other document expressly incorporated by reference into this Agreement (including any Order).
Back-up means the static or video content supplied by the Principal to be played in the event that the Advertising has not been tested or cannot be tested in sufficient time.
BMO means Bauer Media Outdoor UK Limited (a company registered in England and Wales with company number 00950526), which accepts an Order and shall in-clude Bauer Media Outdoor UK Limited’s successor in title and assigns.
Campaign means any Materials intended for display by BMO in any format includ-ing without limitation electrical format and physical copy as detailed in the Cam-paign Plan, to be produced in its final form by BMO.
Campaign Plan means the agreement between BMO and Principal for the produc-tion, operational aspects and requirements of the Campaign including without lim-itation, details of the construction method, materials, components, functionality, locations, timeframes, costs, installation method, lighting plan if required, approv-al process, responsibilities, risks, site or factory visits and maintenance.
Design means the final drawings or illustrations showing the completed Campaign.
Fees means the fees referred to in the Campaign Plan and such other fees as agreed between the parties to be paid in accordance with this Agreement.
Half Month means 14 days.
Hardware means any electrical or mechanical components used within the Cam-paign Plan.
Integration means the installation of the Advertising on the Screens and the cali-bration of the Hardware.
In Charge Date means the date from which the display shall commence as speci-fied in the Order.
Intellectual Property Rights means copyright, moral rights, patents, trade marks, trade names, service marks, design rights, database rights, rights in goodwill, rights in undisclosed or confidential information (such as know-how, trade secrets), and other similar or related intellectual property rights (whether registered or not) and applications for such rights anywhere in the world.
Materials means any artwork assets, Designs, Hardware, Advertiser products, digi-tal files, PDF or JPG (for digital) proofs, posting instructions or physical compo-nents required by BMO to deliver the Campaign.
Month means 28 days.
Order means an order which incorporates these Create General Terms and Condi-tions of Contract and the Campaign Plan given by a Principal to and accepted by BMO for the display of Advertising.
Principal means any Advertiser or Advertising Agency and shall include their suc-cessor in title and assigns who gives an order as the Principal to BMO and as such is liable for payment for the display of Advertising.
Screen(s) means the screen(s) on which Advertising is displayed, situated at the Sites.
Site(s) means BMO’s advertising panel(s) or location(s) for the Campaign or Screens.
Specification means the specifications provided by BMO to the Principal from time to time.
Working Day means any day from Monday to Friday (inclusive) which is not a pub-lic or bank holiday.
Working Hours means 09:00 to 17:30 on a Working Day.
2. Acceptance of Terms and Conditions
2.1 These Terms and Conditions and the Campaign Plan shall together form the Agreement arising from orders for the display of the Campaign accepted by BMO.
2.2 The Principal shall be ultimately responsible for the payment of accounts and shall be deemed to have full authority in all matters connected with the placing of Or-ders as well as the approval of the Campaign Plan and approval or amendment of the Campaign. Any person, firm or company other than an Advertiser or an Adver-tising Agency recognised by BMO giving an Order for and on behalf of a client shall not be deemed to contract as a Principal but shall be regarded for all purposes as an Agent for a disclosed Principal unless such person firm or company is accepted as a Principal by BMO, for example in the case of a barter company.
2.3 No Terms and Conditions other than these Terms and Conditions or any variation thereof shall be binding on BMO unless in writing but nothing in these Terms and Conditions shall preclude BMO or Principal from
varying any of such Terms and Conditions if they mutually agree to do so.
2.4 All Orders shall specify the name of the Principal otherwise the Order shall be deemed to have been rejected by BMO and this rejection confirmed to the buyer. An Order will only be confirmed by BMO if accompanied
by a Campaign Plan. Where order confirmation forms are issued they shall be sent to the recognised office of the Principal’s Agent or to the recognised office of the Principal if no Agent has been appointed.
2.5 The Principal grants BMO a limited, non-exclusive licence to use, transmit, repro-duce, distribute, perform and display in whole or in part the Advertising and Cam-paign and to allow BMO to display such Advertising and Campaign on the Screens at the Sites through Advertising Airtime and/or as provided in this Agreement.
3. Campaign Plan
3.1 BMO must evaluate and approve all Campaigns, Hardware and any work to be un-dertaken on a Site.
3.2 A Campaign Plan can only be issued once the final Site list has been approved by BMO and the final Designs have been approved by BMO. Orders for BMO’s Crom-well Road Site must also include a plan and profile drawing.
3.3 A Campaign Plan is binding and once issued, any changes must be agreed in writing between the Principal and BMO. Any changes to the Campaign Plan subsequent to booking may incur additional costs and mean the Campaign is delivered late.
3.4 Cost quotes for Campaigns to go on BMO’s Adshel, Mall, Sainsburys, Asda and Cromwell Road Sites shall be valid only if issued by BMO.
3.5 In the event of any inconsistency between the Campaign Plan and the Terms and Conditions, the Campaign Plan shall take priority.
3.6 BMO will book and manage any installation and removals taking place on a Site. This may incur a small management fee.
3.7 BMO will be responsible for arranging any mid-campaign changes, cleaning, traffic and site management and brand ambassadors unless otherwise stipulated in the Campaign Plan.
3.8 Delivery of the Campaign shall not be deemed to have been made until the deliv-ery requirements specified in clauses 4 and 5 below have been met and the rele-vant posting instructions have been given to and received by BMO.
4. Provision, Acceptance and Display of ‘Paper’ Advertisements
4.1 All Materials (unless otherwise agreed in writing between BMO and Principal) shall be delivered carriage paid at the addresses specified by BMO in the Campaign Plan by the deadline supplied.
4.2 In the event of the Materials being delivered after the deadline supplied, BMO shall make reasonable attempt to deliver the Campaign on the booked date, but shall not be responsible for the Campaign being installed late. The Principal will be liable for any costs incurred to deliver the campaign if Materials are supplied late affect-ing the In Charge Date.
4.3 Subject to the above all campaigns shall be posted as specified by the Campaign Plan. Removal of the Campaign shall take place during the 4 Working Days after the date fixed for the completion of the display.
4.4 All rates include the maintenance of the display in good condition provided BMO has agreed to this in the Campaign Plan and any necessary replacement Materials required for the Campaign have been supplied to BMO.
4.5 When the Principal is entitled to a change of posters as agreed in the Campaign Plan BMO shall complete such change within 3 Working Days from the stipulated date provided it has received the Materials required in good time in accordance with the above.
4.6 Where the Principal requires a change to the Campaign in respect of which a sepa-rate charge is to be made, BMO shall complete such change within 3 Working Days after the stipulated date provided it has received the Materials in accordance with the above. Unless otherwise agreed by the Principal BMO shall not commence such change before the stipulated date.
4.7 In the case of line by line orders if any site is unavailable such site may be substi-tuted by prior agreement between both parties, or cancelled.
4.8 All work to be undertaken on BMO’s Sites must be undertaken by approved third parties and approved by BMO beforehand.
4.9 All requests, queries and instructions regarding the delivery of the Campaign, in-cluding the installation of posters and any problems during the delivery of the Campaign must be communicated directly to BMO’s Create team.
5. Provision, Acceptance and Display of ‘Digital’ Advertisements
5.1 All digital Advertising, including but not limited to applicable artwork and schedul-ing intentions (as set out in clause 5.5) shall be delivered to BMO by the Principal before 11am the Monday prior to the In-charge Date unless the parties mutually agree otherwise.
5.2 All digital Advertising to be played on the Screens has to be tested by BMO so that both BMO and the Principal are confident it functions and can be displayed accord-ing to the Specification before being displayed at the Sites. BMO shall test the digi-tal Advertising for at least 72 hours if it is supplied inside the deadline stipulated within the Campaign Plan.
5.2.1 If the digital Advertising is supplied by no later than Wednesday day 3pm prior to the In Charge date specified in the Campaign Plan, BMO shall test the digital Ad-vertising for the purposes set out in this clause 5.2 for 24 hours.
5.2.2 If the digital Advertising is delivered later than Thursday 3pm prior to the In Charge date specified in the Campaign Plan BMO will not display the digital Advertising un-til it has been tested for at least 8 hours and both BMO and the Principal are confi-dent it functions and can be displayed according to the Specification.
5.2.3 The Principal will be notified of any problems with the digital Advertising that BMO discovers during such tests. Testing will take place within Working Hours. If the testing will not be completed by the time the Screens are due to be installed as per the Campaign Plan, the Back-Up will be displayed until the digital Advertising has been tested. The Back-Up must be supplied correctly formatted according to the Specification, to BMO no later than 11am on the Friday before the In Charge date. BMO will not be liable for any resulting delays that affect the digital Advertising go-ing live on the Screens on the In Charge date.
5.3 BMO upon reasonable request from the Principal shall reformat any original crea-tive work supplied by the Principal to BMO for fees to be agreed at the relevant time. The Principal acknowledges that it may not at times be possible for BMO to reformat such creative work in the manner which is required but BMO shall notify the Principal of the same and both parties will act in good faith to attempt to achieve the best results possible. The Principal acknowledges and accepts that if BMO has attempted to reformat creative work but is unable to reformat creative work in time for the scheduled display, such display may be displayed late and the fee charged for the reformatting shall not be refunded.
5.4 When the Principal is entitled to a change of digital Advertising without separate charge and stipulates a time on a date upon which such change should commence BMO shall complete such change as soon as reasonably
possible from the stipulated time on the applicable date provided that BMO has received the digital Advertising in accordance with clause 5.1 above. Unless other-wise agreed by the Principal BMO shall not commence such change before the stipulated time on the applicable date.
5.5 It is further agreed that:
5.5.1 BMO must confirm the schedule for the digital Advertising Airtime in the Campaign Plan and these timings must correspond with the Specification. The digital Adver-tising shall be displayed in accordance with the times agreed between the parties. The Principal acknowledges that there may be a time delay between the Principal submitting live feed data to BMO and BMO receiving it, and that live data content may not be displayed immediately after submission to BMO.
5.5.2 BMO shall schedule the digital Advertising as mutually agreed with the Principal and shall execute any tactical content updates to the digital Advertising on the Screens as and when required and requested to do so with reasonable prior notice from the Principal during Working Hours or as agreed between the parties from time to time. The parties agree that for this clause 5.5.2, one (1) week shall be viewed as reasonable notice. Other than provided for in this clause 5.5.2, BMO shall not make any alterations to the digital Advertising without the prior consent of the Principal.
5.5.3 If digital Advertising is timely delivered by the Principal and/ or is delivered in ac-cordance with the Specification but such digital Advertising cannot display in ac-cordance with the applicable timetable and/ or at the Sites (or any one of the same) for operational reasons and if alternative options are available BMO shall in-form the Principal and offer to the Principal available substitute dates, times and/ or sites that are of a similar quality and value in BMO’s sole opinion. If the Principal refuses such substitute dates, times and/or Sites either Party may terminate the Order in writing in part to the extent that such affected bookings are no longer available. BMO shall not be liable for any credits or refunds if the Principal refuses such substitute dates, times and/or sites and elects to terminate the Order in part.
5.5.4 If the Principal so requests within thirty (30) days after the last date of the display of the Advertising, BMO will return the Advertising to the Principal at the Principal’s sole cost and expense in the form that it was submitted to BMO. If the Principal does not so request, BMO may at its sole option (a) delete the Advertising at any time after such 30 day period following the last display date of the Advertising, or (b) keep such Advertising as it deems fit for BMO’s own marketing purposes.
5.5.5 In the event of an emergency situation in BMO’s opinion or if requested by a gov-ernmental body or authority BMO reserves the right to display public announce-ments on the Screens which may or may not interfere with the scheduling of Adver-tising agreed between the parties. If such public announcements do interfere with the digital Advertising scheduling, BMO will use reasonable endeavours to either offer the Principal a suitable alternative schedule or a credit against any future dis-play (subject to availability), at its discretion.
6. Payment
6.1 Invoices shall be sent to the Principal where no Agent has been appointed by the Principal. Where an Agent has been appointed by the Principal invoices shall be sent to the Agent. The invoices shall state the name of the Principal sent care of the Agents address. The Principal may be sent a monthly statement of account from BMO.
6.2 Invoices for panels displayed are raised in four weekly blocks there are 52 weeks in the year so therefore there are 13 invoice runs during the year for an annual contract or any year in a contract period. Generally invoices for the Ashel business are raised in advance and for the billboard business in arrears. Invoicing for other busi-ness areas may vary and shall be notified to the Principal at the applicable time. If a campaign is longer than a 4 week period, individual invoices for each 4 week peri-od of the campaign will be raised until the campaign end and if applicable the final invoice amount will be pro rata to account for potential shorter periods than 4 weeks.
6.3 Settlements for invoices rendered are 30 days from the date of the invoice except where otherwise agreed in writing between BMO and the Principal. In respect of any amount not received by BMO by the due date, BMO shall inform the Principal that BMO has the right to levy a surcharge on the outstanding amount, such sur-charges being levied monthly until the outstanding amount is paid with the Princi-pal ultimately liable for payment.
6.4 BMO shall have the right to cancel any Order for display for more than a Month in respect of which payment is overdue after the 7th Working Day of the second Month following the display subject to provision of due notice to the Principal and cancellation charges as per clause 7 will apply.
6.5 In the event of failure to comply with any of the provisions of this Clause BMO re-serves the right by notice in writing to require any future accounts to be dealt with in accordance with clause 6.7 below.
6.6 Where so stipulated by BMO at the time of accepting an Order accounts shall be paid not later than 10 Working Days before the In Charge Date. In default of pay-ment BMO shall be entitled without prejudice to its other remedies for breach of contract to refuse to display the Campaign provided that due notice has been giv-en to the Principal.
6.7 In the event of any part of an invoice rendered by BMO being disputed by the Principal, payment in respect of that part only may be withheld pending settlement of the dispute. The remainder of the account shall be paid in accordance with clause 6.3 above.
6.8 BMO shall pay all relevant agency commission fees in accordance with clause 13.3.
7. Cancellations
7.1 For the avoidance of doubt, BMO will not accept any cancellations of Campaigns for display in October, November and December. The Principal will be liable for full payment for orders in these months.
7.2 Unless otherwise provided in the Campaign Plan, subject to clause 7.3 below and clause 6.1 above, all orders and subsequent contracts may be cancelled by either party by 3 months written notice given at any time. In the event of notice being giv-en after the start of the 3rd month before the In Charge Date the contract shall then be cancellable at corresponding monthly intervals. In all cases where the 3 months’ notice is given by the Principal after the start of the 3rd month before the In Charge Date the Principal shall pay the rate applicable to the period of display. Provided always that in the event of a Principal giving notice to cancel a display out of time BMO will accept such a notice on payment of the following percentages of the total gross contract price, namely:
Days’ notice of cancellation - Cancellation Rate
More than 90 days’ notice – 0%
Less than 90 but more than or equal to 75 days’ notice – 15%
Less than 75 but more than or equal to 60 days’ notice – 30%
Less than 60 but more than or equal to 45 days’ notice – 40%
Less than 45 but more than or equal to 30 days’ notice – 70%
Less than 30 but more than or equal to 14 days’ notice – 90%
Less than 14 days’ notice – 100%
7.3 In all circumstances and on all occasions where Orders have been cancelled for whatever reason BMO reserves the right in its sole discretion to resell the Advertis-ing Airtime to any principal without reference to any party.
8. Warranties and Indemnity
8.1 BMO shall be responsible for compliance with statutory and other legal require-ments with respect to the use and maintenance of any site for the display of a Campaign to which a contract relates. BMO shall:
8.1.1 ensure the Site is suitable for the Campaign in terms of structure, access to appro-priate power, appropriate access to install and remove the Campaign, ensure the Campaign does not infringe any vertical or lateral restrictions, does not encourage vandalism, is tidy, working and any access permits are granted;
8.1.2 approve traffic management and risk assessment and method statements for any work being conducted during the Campaign;
8.1.3 co-ordinate the display of posters on the Site;
8.1.4 be responsible at its own cost for the operation, maintenance, cleaning and repair of the Screens and Hardware and shall take responsibility for insurance cover in re-spect of the Screens;
8.1.5 pay all business rates and any other outgoings arising directly from the Screens at the Sites including electricity, telecommunications, Hardware, software licences and all applicable running costs incurred by operating the Screens during the Term; and
8.1.6 ensure that the Screens and Hardware are installed and calibrated in accordance with this Agreement .
8.2 The Principal warrants, undertakes and represents that:
8.2.1 The Principal shall be responsible for the payment of Fees in accordance with clause 6 (and any other payments if applicable) and shall be deemed to have full authority in all matters connected with the booking of Advertising and the
approval or amendment of the Advertising.
8.2.2 The Principal shall bear all the risk associated with providing the Advertising to fill the Advertising Airtime and shall be liable for payment of the Fees in any event if such Advertising is not provided in accordance with this Agreement.
8.2.3 The Principal shall ensure (and shall be solely liable for ensuring) that the Advertis-ing conforms in all material aspects with all relevant codes and laws of advertising laid down whether on a statutory, legal or a self-regulatory basis (including but not limited through OFCOM) and shall ensure that the advertising displayed on the Screens shall not contain any material that is defamatory, offensive, libellous or blasphemous or which infringes the statutory or common law right of third parties, including without limitation, Intellectual Property Rights. The Principal will also in-form BMO at the time of booking if the Advertising is for the purposes of promoting an HFSS product, as measured by the Department of Health and Social Care nutri-ent profiling model. BMO may inform the Principal if BMO has any concerns in this regard which the Principal must promptly consider and use its best endeavours to satisfy BMO’s concerns. In any event BMO (acting reasonably) reserves the right to refuse to display and/ or remove any Advertising during Advertising Airtime on the Screens if BMO deems this an appropriate action or if BMO is instructed to do so by any statutory, legal or regulatory body.
8.2.4 The Principal will be responsible for obtaining and paying for all necessary licences and consents for the posting of any advertising or copyright material or the appear-ance of any person contained in its Campaign.
8.2.5 The Principal agrees that the Advertising shall not include any code, tag, image, or device of any kind which enables viewers of the Advertising to interact with the Ad-vertising via mobile technology or other wireless means, nor shall such device be attached, affixed or installed onto or in the Screens, without BMO’s consent (which may be conditioned as BMO considers appropriate).
8.2.6 All Advertising shall be delivered to BMO in strict accordance with the Campaign Plan and the Specification.
8.3 The Principal will keep BMO indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from any breach of the above warranties or in any manner whatsoever in consequence of the use of any Campaign, Materials or matter supplied by or displayed for the Ad-vertiser.
8.4 The Principal shall provide to BMO details of the Materials prior to commitment of display as provided in the Campaign Plan to ensure the Campaign may be suitable for display and of refusing to display or continuing to display any advertisement copy for any reason including that the Campaign does not comply in all respects with the Principal’s warranties, representations and undertakings detailed above, or that it differs in any material respect from the Campaign specified in the Order at the time of booking or subsequently changed without the approval of BMO. If the Principal applies to BMO for approval for change, such approval shall not be unrea-sonably withheld and no claim on the part of the Principal for damages for breach of contract shall arise and the sites reserved shall be paid for in full notwithstanding that the posters have not been displayed.
8.5 BMO shall have no liability whatsoever in respect of the Campaign which is not displayed or is removed during the In Charge period in the event that the Campaign is in breach of the Principal’s warranties and indemnities as set out in clause 8.2). If provided with replacement and a compliant Campaign which is not in breach of the above, BMO will use its reasonable endeavours to replace the Campaign within a reasonable period of time. If no such replacement Campaign is provided BMO re-serves the right in its sole discretion to resell the advertising space for a Campaign to any Principal without reference to any party but always in accordance with any contractual restrictions or obligations placed on or affecting BMO’s ability to resell the advertising space. For the avoidance of doubt, the Principal shall be responsi-ble to pay the total gross contract price for the full advertising campaign period ir-respective of whether or not the Campaign is displayed for the full advertising campaign period.
8.6 Any Materials used in the Campaign in BMO’s possession which are surplus to re-quirements or which have been removed from display will not be retained unless requested by the Principal at least 7 days prior to removal. If the Principal has re-quested to BMO that BMO stores such Materials, BMO may do so but for no more than 4 weeks. The Principal is liable for any transportation and delivery costs in-curred from removing the Materials for the site or storage location.
9. Credits
9.1 BMO shall not be liable for credit if the Materials have not been delivered in ac-cordance with the conditions outlined in clause 4 or 5 (as applicable). BMO shall not be liable to give credit in respect of any damage to any Advertisement Copy or the incorrect or non-display of any Advertisement Copy if the defect is remedied within 3 Working Days after receipt of notification and provided BMO has sufficient replacement Materials in stock to remedy the defects or has notified the Principal or Agent if one is appointed of any shortfall in supply.
9.2 All claims for credit shall be submitted to BMO in writing within 21 days following the end of the period of display with sufficient information to enable BMO to con-sider the claim. BMO shall not be required to consider any claim submitted after the due date. BMO will only consider a credit claim if it has been notified of a fault in accordance with the terms in this Agreement.
9.3 At the individual panel level credit will be given for each panel day’s loss of display. A one week campaign will be credited as one seventh of the gross cost of each panel per day lost. A two week or Half Month campaign will be credited as one four-teenth for each day lost. A four week or a Month campaign will be credited as one twenty eighth of each day lost.
9.4 BMO shall not be liable to give credit in respect of faulty moving displays if the de-fect is remedied within 2 Working Days for digital displays and 1 Working Day for static displays, after receipt of notification, in accordance with clause 9.5.
9.5 BMO shall only be deemed to have been notified of a fault if either: (i) notification has been received either in writing or by email to a relevant employee of BMO or to BMO’s 24 hour call centre by text or by telephone call; or (ii) the fault has appeared on the website of the site inspection companies authorised by BMO in sufficient time for action to be taken during the remaining period of the Campaign.
9.6 BMO shall inspect any faulty or damaged Screen or Hardware as soon as reasona-bly practicable following becoming aware of such fault or damage. BMO agrees to act good faith to ensure that any faulty or damaged Screen or Hardware is returned to full working order as soon as is reasonably practicable. BMO shall not be liable for any credits to the Principal for the duration that Screen or Hardware remains damaged or faulty if remedied within a reasonable period.
9.7 If BMO provides the Principal with an incorrect Specification and BMO has not cor-rected such error by submitting to the Principal the correct Specification within a reasonable time to allow the Principal to ensure Digital Advertising is delivered to BMO in accordance with the correct Specification timely prior to display, BMO shall make available a credit to the Principal equivalent to the value of the Digital Adver-tising so affected.
9.8 If BMO does not display the Advertising in accordance with the agreed schedule or displays the wrong content (provided always that the Principal has complied with clause 8.2) and fails to remedy such defect within a reasonable period, BMO shall make a credit available to the Principal to the extent that such defect affects the Advertising Airtime.
9.9 If there is a failure in a Screen’s or Hardware’s functionality and the Advertising is not displayed in accordance with the Schedule as a result, the Principal shall be entitled to a credit equivalent to the value of lost display but not to exceed 25% of the Fee for the period such functionality was affected (for the avoidance of doubt, a failure in a Screen’s or Hardware’s functionality due to a third party failure to sup-ply electricity shall not constitute a breach on the part of BMO and no credit shall be due in this respect), and in the event that the Principal is an agency acting on behalf of an advertiser, the Principal warrants and undertakes to pass such credit (if applicable) onto its client.
9.10 If BMO shall be liable for the non-display or damaged or incorrect display of any Campaign due to BMO’s negligence or direct actions, BMO’s liability shall not ex-ceed the charge for display of that Campaign for the period or non-display or dam-aged or incorrect display and the Principal shall use reasonable endeavours to mit-igate such loss.
9.11 BMO shall not be liable to give credit in respect of non-illumination of the display if the defect is remedied within 2 Working Days of notification. In the event of any site becoming totally ineffective as a result of an electricity supply failure BMO shall be liable to refund the pro rata price/rate charged for the display and shall not be liable to pay any damages, costs or expenses to the Advertiser as a result thereof.
10. Termination
10.1 BMO may terminate this Agreement by giving written notice to the Principal if the Principal commits any material breach of any of the provisions of this Agreement and either:
10.1.1 the breach is not capable of remedy; or
10.1.2 if the breach is capable of remedy (including but not limited to where the Principal has failed to pay the Fees within the required time periods), and the Principal fails to remedy it within 3 days after receiving a written notice from BMO containing full particulars of the material breach requiring it to be remedied.
10.2 BMO may terminate this Agreement immediately if BMO is required to do so pur-suant to any agreements it has with any superior or head landlord or any other ap-plicable third party.
10.3 If during this Agreement any Screen at any Site shall be validly declared by any government, planning, health and safety, traffic or judicial authority to be illegal then in the event that within a period of 7 days of receipt by the Principal from BMO of written notice of such declaration the parties fail to agree a variation of the terms of this Agreement which, in the sole opinion of BMO both cures the illegality and preserves the commercial viability of the Agreement, then BMO may without liability terminate the Agreement by notice in writing to the Principal.
10.4 Either party may terminate this Agreement forthwith by notice in writing to the other party if the other party enters into liquidation or dissolution otherwise than for the purpose of an amalgamation or reconstruction, save in circumstances ap-proved by the first party; or the other party ceases to carry on business, has a re-ceiver or administrator appointed over all or any part of its assets or undertakings, enters into any competition or arrangement with its creditors or takes or suffers any similar action in consequence of a debt or other liability.
10.5 Termination of this Agreement by either party and for any reason shall be without prejudice to any rights that may have accrued as at the date of such termination.
11. Confidentiality & Publicity
11.1 During the period of this Agreement the parties shall use all reasonable endeav-ours to ensure that the details of this Agreement and any proprietary information or confidential information relating to the business, products, accounts, finance or contractual arrangements or other dealings, transactions, Intellectual Property Rights, technical information or trade secrets of the other party is not disclosed to any other person, firm or corporation.
11.2 Unless requested not to do so in writing by the Principal, BMO may share images of the Advertising displayed at the Sites and identify the Principal and/or Advertiser on its website and social media channels or otherwise use images or other footage of the Advertising in its promotional materials.
12. Data Privacy
12.1 All terms used in this clause 12 which are not otherwise defined in the Schedule to this Agreement shall have the meaning ascribed to them in the GDPR unless oth-erwise stated or self-evident from the context.
12.2 The parties acknowledge that, the processing of Personal Data in the context of this Agreement:
12.2.1 is limited to Personal Data which is necessary for conducting business with any third party (e.g. contact details such as names, email addresses and/or phone numbers);
12.2.2 is incidental to facilitate the communication between the parties to conduct busi-ness only; and
12.2.3 neither forms part of the Agreement, nor constitutes the subject-matter of this Agreement.
12.3 Each party shall be an independent Controller in respect of the Personal Data it processes under this Agreement and, as an independent Data Controller, each par-ty shall comply with their respective obligations under applicable Privacy Laws and shall not, as far as is reasonable, do anything or permit anything to be done which has the effect of placing the other party in breach of applicable Privacy Laws.
12.4 Each party shall provide evidence of compliance to the other party upon request.
12.5 The parties shall at all times have in place appropriate technical and organizational security measures so that Personal Data is protected against unauthorised or un-lawful Processing and against a Data Breach.
12.6 In the event that BMO is assessed to be a Processor in the context of this Agree-ment, such processing shall be governed by the Privacy Laws and the Data Pro-cessing Addendum included at the Schedule to this Agreement.
13. General
13.1 Any delay or failure by either party to perform hereunder as a result of employment dispute, law, government action or order, acts of God, acts of terrorism or results thereof, or other causes beyond the Principal’s or BMO’s reasonable control as shall be applicable will not constitute a breach of this Agreement, provided that the affected party shall notify the other promptly and use all reasonable endeav-ours to resolve such cause preventing performance. In the event such affected par-ty is unable to perform its obligations within three months of the date such cause arises, either party shall be entitled to terminate this Agreement immediately on written notice to the other without liability or giving rise to any claim in this regard.
13.2 The parties hereby acknowledge and agree that:
13.2.1 BMO’s obligations hereunder are expressly subject to and subordinate to the terms and conditions of any applicable ground lease, licence, permits and other similar underlying agreements and rights held by BMO and to applicable English laws and regulations (including without limitation advertising and planning regulations); and
13.2.2 the Screens and Hardware shall at all times be the sole property of BMO, and the Principal hereby disclaims any rights whatsoever to make any claim against the same. Notwithstanding anything to the contrary herein, BMO may at any time un-dertake such renovation, refurbishment or similar activity on the Screens or Hard-ware as BMO considers appropriate without any liability to the Principal. Other than BMO’s obligations to display the Advertising as set forth herein, the Principal shall have no right whatsoever to approve or control the form or content of any other unrelated advertising content or materials on the Screens or any other BMO property. Only BMO or its appointed suppliers are responsible for installing any Screens and Hardware and the Integration of any Advertising.
13.3 Under this Agreement the parties acknowledge that BMO is obliged to pay agency and specialist fees and commissions in accordance with the industry standard percentages. Further information on this can be located in BMO’s “Commissions” statement on its website.
13.4 The Principal shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Criminal Finances Act 2017 and Bribery Act 2010 and all Laws applicable to this Agreement administered by the UK Office of Financial Sanctions Implementation or any other relevant national or international entity (including the UN, EU, US and UK) imposing economic sanctions and trade embargoes against designated countries, regimes, entities, and persons (“Relevant Economic Crime and Sanctions Requirements”). At any time when requested by BMO, a director of the Principal (or the Principal if the Principal is not a company) shall certify in writing that the Principal is in compli-ance with all Relevant Economic Crime and Sanctions Requirements, and the Prin-cipal shall not, via this Agreement, directly or indirectly facilitate any transaction with or involving, directly or indirectly, a person or entity, that would bring this Agreement in violation of the Relevant Economic Crime and Sanctions Require-ments. BMO may cancel this Agreement or terminate an agreement with the Prin-cipal immediately by giving written notice to the Principal if the Principal is, or BMO reasonably suspects that the Principal is, in breach of this clause 13.4.
13.5 If the Principal is an Advertising Agency, it shall not assign this Agreement except to another agency which succeeds to its business of representing the advertiser and provided the successor agency assumes all the Principal’s obligations hereun-der. If the Principal is an advertiser not acting through an agency, it shall not assign this Agreement nor shall the Principal be substituted by an agency or advertiser to another advertiser, it being acknowledged and agreed that this Agreement is per-sonal to the Principal.
13.6 No failure, delay or neglect by either party to enforce at any time any provision of this Agreement shall be construed as, nor shall it be deemed a waiver of, that par-ty’s right in respect of such provision nor shall it in any way affect the validity of this Agreement nor prejudice that party’s rights to take any subsequent action.
13.7 Except where provided for in this Agreement no variation to this Agreement shall be binding on either party unless in writing and agreed between both parties.
13.8 No person who is not a party to this Agreement shall be entitled to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999 nor shall the consent of any third party be required in respect of any amendment to be made to this Agreement agreed between the parties.
13.9 Any notice to be given under this Agreement shall be in writing unless the parties mutually agree otherwise and shall be deemed to be effectively served if sent by first class registered post to the Principal and to BMO at their respective registered offices.
13.10 This Agreement contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
13.11 This Agreement shall be governed and construed in accordance with the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the courts of England.
Schedule
Data Processing Addendum
1. Definitions
Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by either party.
Personal Data means any information relating to an identified or identifiable natural per-son (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification num-ber, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Privacy Laws means all applicable laws and regulations relating to the Processing of Per-sonal Data and privacy, including the EU’s General Data Protection Regulation (2016/679/EC) and UK Data Protection Act 2018, and all laws and regulations implement-ing or made under them and any amendment or re-enactment of them. For the avoidance of doubt, any reference to compliance with Data Protection Legislation by a party shall mean compliance with such Data Protection Legislation as, and insofar as, they apply to such party.
Processing means any operation or set of operations which is performed on Personal Da-ta or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consulta-tion, use, disclosure by transmission, dissemination or otherwise making available, align-ment or combination, restriction, erasure or destruction.
2. Data Processing
To the extent that BMO, as part of the Services, processes Personal Data as a Data Pro-cessor, BMO shall:
2.1 process the Personal Data only on behalf of the Principal for the purposes of performing the Services and in accordance with instructions contained in the Agreement or the law-ful instructions received from the Principal from time to time. BMO shall notify the Princi-pal in the event that it becomes aware of any applicable laws (including the Privacy Laws) which prevent BMO from complying with the Principal’s lawful instructions;
2.2 at all times comply with the data security related requirements of Privacy Laws and shall:
2.2.1 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruc-tion, damage, alteration or disclosure; and
2.2.2 take reasonable steps to ensure the reliability of personnel, suppliers and subcontractors who may process Personal Data and ensure that all such personnel are bound by a duty of confidence to maintain the confidentiality of the Personal Data;
2.3 provide reasonable assistance with the Principal’s compliance with any exercise by Data Subjects of their rights under Privacy Laws;
2.4 put in place a process whereby the Principal will be provided with access to a list of sub-processors processing Personal Data in relation to the Services. In the event that the Principal objects to the use of a sub-processor, the Principal shall be entitled to terminate the Agreement by giving written notice to BMO. In relation to such sub-processors, BMO shall ensure that any such processing is carried out in accordance with the requirements of Privacy Laws including ensuring that a contract is in place providing:
2.4.1 sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Privacy Laws;
2.4.2 prohibiting the sub-processor from sharing any Personal Data with any third party with-out the prior authorisation of BMO or from using the Personal Data for any purpose other than as authorised by BMO; and
2.4.3 obligations which are no less onerous than those placed on BMO under this paragraph 2;
2.5 in the event that BMO becomes aware of a Data Breach, notify the Principal of the Data Breach without undue delay;
2.6 provide the Principal with reasonable assistance with the Principal’s obligations under Privacy Laws to notify data protection authorities and / or affected Data Subjects in the event of a Data Breach;
2.7 at the Principal’s request, provide the Principal with such information as the Principal may reasonably request to enable the Principal to demonstrate compliance with its obliga-tions under Privacy Laws, to the extent that BMO is able to provide such information. Such information will include reasonable evidence of the results of any applicable third-party audit commissioned by BMO to verify its information security controls; and
2.8 on termination or expiry of the Agreement, cease processing the Personal Data and delete such Personal Data from its systems (subject to any legal obligation that requires such Personal Data to be retained).
3. Data Transfers
Subject to paragraph 2.4, BMO may transfer Personal Data in connection with the provi-sion of the Services, including to any sub-contractor, and such transfer may be outside the European Economic Area. In such circumstances, BMO will comply with its obligations under Data Protection Laws by:
3.1 taking reasonable steps to ensure the reliability of such sub-contractors and prior to any such transfer will enter into a written agreement with such sub-contractor containing contractual provisions which ensure an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of the Personal Data; and
3.2 complying with the requirement in the Privacy Laws to ensure an adequate level of pro-tection to any Personal Data that is transferred.
Updated 31 July 2025