Terms and Conditions of Business of Asda (“Asda”)

1. Defined Terms

Agent means GIG Retail Limited or such other third party as ASDA may appoint from time to time.

Agreement means a binding agreement consisting of these Conditions and the Media Booking Form made pursuant to clause 2 below.

ASDA means ASDA Stores Limited (registered company number 00464777) whose registered office is at Asda House, Southbank, Great Wilson Street, Leeds LS11 5AD.

Buyer means the organisation or person identified in any Agreement.

Charges means the sum payable by the Buyer to ASDA in consideration of the Services as set out in the Media Booking Form or as otherwise specified in the rate card agreed in writing between the parties
from time to time.

Conditions means these conditions.

Media Booking Form means the form detailing the Services, ASDA’s charges and any other information relevant to the Agreement (in the form specified by ASDA or its Agent).

Services means the supply of the creative design of point of sale material; printing of point of sale material; delivery of the point of sale material to the relevant store; implementation of instore and/or online advertising of the same as more particularly described in the Media Booking Form; and removal upon completion of the services.

2. General

2.1 A Media Booking Form constitutes an offer by the ASDA to sell Services in accordance with these Conditions.

2.2 These Conditions apply to the Agreement to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.3 In the event of any inconsistency between these Conditions and a Media Booking Form, these Conditions shall prevail and apply.

2.4 The parties acknowledge and agree that any Agreement will be between ASDA and the Buyer and that the Agent will not be a party to the Agreement.

2.5 Unless expressly provided to the contrary, the provisions of these Conditions shall override and replace any representation made by ASDA to the Buyer or any terms, conditions or warranties stipulated, incorporated or referred to by the Buyer.

2.6 Any amendment to these Conditions or any Agreement will only be validly made where set out in writing signed by the parties.

3. Appointment

3.1 From time to time ASDA may enter into Agreements with the Buyer.

3.2 An Agreement is deemed to take effect between the parties on confirmation in writing of acceptance by ASDA, either itself or via its Agent, of a Media Booking Form. Thereafter an Agreement can only be cancelled in accordance with clause 12 of these Conditions.

3.3 On entering an Agreement the Buyer irrevocably appoints ASDA to provide the Services for a term commencing on the date set out in the Media Booking Form and continuing thereafter until terminated pursuant to Clause 12 below.

4. Charges and Payment

4.1 The Buyer shall be responsible for payment of the Charges.

4.2 All charges are expressed in UK pounds unless specifically stated and are exclusive of VAT which (if and to the extent applicable) shall be payable by the Buyer.

4.3 If the Services are suspended through any default of the Buyer for a period of 30 days or more, ASDA shall be entitled to invoice the Buyer for all work carried out to date, save that those charges will not exceed the sum set out in clause 4.2 above.

4.4 In addition to the agreed charges detailed above, ASDA is entitled to charge for and be paid for:

4.4.1 any increased cost incurred for expedited delivery or as a result of any matter requested by the Buyer and not provided for in the Media Booking Form; and"

4.4.2 the cost of any goods or subcontracted services which do not fall within the scope of the Services and which have been agreed by the Buyer before such costs are incurred by ASDA commissions."

4.5 ASDA shall invoice the Buyer for the charges at the end of the calendar month in which the implementation stage of the Services commences. WHEN WILL THEY PAY?"

4.6 ASDA will be entitled, but not obliged, to deduct any invoiced amount from the Buyer’s trading account with ASDA, by way of set-off.

5. ASDA’s Obligations

5.1 Following acceptance of a Media Booking Form by ASDA, ASDA shall be responsible for the delivery of the Services.

5.2 ASDA will use reasonable endeavours to respond in full to any invoice queries received from the Buyer within 7 days of query being raised with ASDA in writing.

6. The Buyer’s Obligations

6.1 Where the Services shall include the printing of point of sale material, immediately prior to submitting the Media Booking Form, the Buyer shall ensure that all stores referred to in the Media Booking Form stock the relevant product and that it is located on the middle or top shelf in the relevant aisle.

6.2 The Buyer will ensure that all information contained in the Media Booking Form is accurate and not misleading.

6.3 Following acceptance of the Media Booking Form by ASDA, the Buyer shall submit its creative brief and assets to ASDA at least 7 weeks before the implementation date specified in the Media Booking Form.

7. Delivery Dates

7.1 Any time for performance of ASDA's obligations under the Agreement shall be calculated from the date upon which ASDA receives all the necessary information and documentation to enable it to provide the Services.

7.2 Unless otherwise specifically agreed in writing, any specified delivery date or other date for the performance by ASDA of any obligations set out in the Media Booking Form is an estimate only and ASDA shall not be liable for any loss whatsoever resulting from delays in delivery or performance.

7.3 Time shall not be of the essence for ASDA’s performance of its obligations pursuant to an Agreement.

8. Confidentiality

8.1 The parties to this Agreement undertake that they shall at all times hereafter keep secret and not divulge to any third party any and all information and data which is confidential in nature and which shall as a result of this Agreement come into their respective possession and which relates in any way to the affairs, business and or finances of the other party and/or Asda. This clause shall not apply to information and data, which is already in or enters into the public domain (through no fault of either party).

8.2 Recommendations and reports made by ASDA to the Buyer are made on the basis that they will be treated as confidential by both parties.

9. Marketing Results

ASDA gives no warranty or representation, express or implied, as to the result or consequence of any Services provided by ASDA for the Buyer or on which ASDA had made proposals or given advice.

10. Personnel

The Buyer shall not employ directly any of the personnel who are provided by ASDA or the Agent as part of the Services provided to the Buyer for a period of up to 6 months after the conclusion of the provision of the Services without the written consent of ASDA or the Agent.

11. General Liability

11.1 The Buyer’s attention is specifically drawn to this clause.

11.2 Nothing in this Agreement shall exclude or limit ASDA’s liability for:

11.2.1 death or personal injury caused by negligence;

11.2.2 fraudulent misrepresentation; or

11.2.3 any other liability that cannot be excluded or limited by law.

11.3 Subject to Clause

11.2, ASDA‘s aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed an amount equal to the total sums payable by the Buyer for the Services pursuant to the Media Booking Form in respect of which the liability arises, and ASDA shall not be liable for:

11.3.1 any indirect or consequential loss; and/or

11.3.2 any loss of actual or anticipated turnover, sales, revenue or profits

11.4 The Buyer shall be responsible for and hereby indemnifies ASDA against all loss, liability, claims, allegations, costs and expenses incurred by ASDA arising out of or in connection with:"

11.4.1 any breach by the Buyer of the Agreement or these Conditions;

11.4.2 any breach of any applicable laws caused by or resulting from Services;

11.4.3 the failure by the Buyer to provide accurate and complete information, whether set out in the Media Booking Form and/or on the packaging of the products, including without limitation information as to the ingredients of the products and/or as to any precautions consumers should take when sampling such products;

11.4.4 any breach by the Buyer of any intellectual property rights (including but not limited to copyright, design rights, trademarks or database rights); or"

11.4.5 any negligent act, error or omission of the Buyer its employees or agents, including any failure to comply with its or their statutory duties."

11.5 Each party shall arrange and maintain in force at its own expense:

11.5.1 employers liability insurance with a limit of indemnity for any one claim of not less than £10,000,000

11.5.2 public liability insurance with a limit of indemnity any one claim of not less than £5,000,000;
and

11.5.3 professional indemnity insurance with a limit of indemnity for any one claim of not less than £1,000,000

11.6 Either party shall be entitled to call for written evidence from the other party that the insurances set out in clause 11.5 are in force.

11.7 Each party shall be responsible for maintaining appropriate notifications under the Data Protection Act 1998 or, following implementation, the General Data Protection Regulation (Regulation (EU) 2016/679), and any legislation which supersedes these Acts, and for complying with its respective obligations under such Act and all rules, orders and regulations made under it DocuSign Envelope ID: E0895AF4-D998-43BD-AF5C-1C704CA5F8B9

12. Termination

12.1 The Agreement shall terminate automatically at the conclusion of the Services.

12.2 The Agreement may also be terminated, in whole or in part, in any of the following circumstances:

12.2.1 by ASDA or the Agent giving the Buyer not less than 30 days written notice:

12.2.2 by ASDA giving the Buyer not less than 3 days’ notice, in the event that the some or all of the stores listed in the Media Booking Form are unavailable for use and/or the shelf position of the products is changed by ASDA so that the Services cannot be provided;

12.2.3 forthwith on written notice by either party if the other commits any material breach of any term of the Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 14 days of a written request by the other party to do so; or

12.2.4 forthwith on notice by either party if an administration order or winding up order or similar process is presented against the other party or an administrator or receiver is appointed in respect of the business or part of the assets of that party or that party becomes unable to pay its debts within the definition of that term set out in Section 123 of the Insolvency Act 1986;

13. Intellectual Property Rights

13.1 All artwork, copy, designs, photographs and all other materials (“ASDA Material”) created by ASDA pursuant to these Conditions and made available to the Buyer shall belong to ASDA. Nothing in these conditions shall operate to transfer or assign from ASDA to the Buyer any copyright, design right, registered design right, patent, trademark or other intellectual property right in or relating to ASDA Material either before or after the termination of these Conditions.

13.2 The Buyer agrees that any original ideas, concepts, strategies, processes or techniques presented or made available to it by ASDA are not to be used by the Buyer in any way or communicated to any third party without ASDA’s express prior written consent.

14. Force Majeure

ASDA shall not be liable for any delay, loss or damage caused wholly or in part by any event beyond its reasonable control including, without limitation, war, civil commotion or act of God, technical failure or adverse weather conditions and shall be granted all reasonable time and other indulgences necessary in connection therewith.

15. Notices

All notices under the Agreement shall be in writing sent to the last known address or registered office of the recipient by first class prepaid mail, telex or facsimile transmission, and in the case of notice to ASDA, marked for the attention of the VP for Commercial Strategy. Notices sent by first class prepaid mail shall be deemed to have been properly given 3 days after posting and notices given by telex or facsimile transmission shall be deemed to have been given when transmission has been confirmed.

16. Law and Jurisdiction

This Agreement shall be construed according to the laws of England and ASDA and the Buyer submit to the jurisdiction of the Courts of England in connection with any dispute or proceedings arising out of the Agreement or any non-contractual obligations relating to it.

POS GUIDELINES

Media implemented on Thursday by 3rd party implementation team; revisit on Friday if implementation incomplete (staff illness etc)
1st week of photos & report by store available on the portal with bespoke supplier login, available by the following Monday (e.g. live Thursday 1st, on the portal by COP Monday 5th)

CANCELLATION POLICY

Cancellations no later than two weeks prior to the media booking deadline will result in a 0% cancellation fee. Any costs incurred by the AMP as a result of a cancellation will be charged to the advertiser
Cancellations within critical path will result in 100% cancellation fee for all media channels
Media not going live as a result of missed artwork and or briefing deadlines will result in 100% fee of the media
Any media cancellations made within the month of the live date are subject to 100% cancellation fee regardless of campaign delivery status and costs
All cancelled media that is subject to the 100% cancellation fee will be billed as per the original booked media live date