In this Agreement the following words will have the following meanings:
“Activity Day” means a day on which the Services are being performed as part of a Campaign, e.g. if sampling activity is taking place for two days in each of 100 Stores, this Campaign would comprise 200 Activity Days;
“Adequate Procedures” means adequate procedures, as referred to in section 7(2) of the Bribery Act 2010 and any guidance issued by the Secretary of State under section 9 of the Bribery Act 2010;
“Agency” means N2O Limited whose registered office is at Building 7, Foundation Park, Roxborough Way, Maidenhead, SL6 3UD with company number 03823730;
“Agreement” means these terms and conditions together with the Quotation and any applicable Campaign Booking Form;
“Anti-Corruption Legislation” shall mean the Bribery Act 2010 and any other applicable laws and regulations prohibiting public or commercial bribery, extortion, kickbacks or other unlawful or improper means of conducting business;
“Assigned Personnel” means any employee or other staff of the Agency or any subcontractor who is wholly or mainly assigned in the provision of the Services on behalf of the Agency;
“Brand Ambassadors” means the Personnel of the Agency who provide the Services location;
“Business Day” means a day other than a Saturday or Sunday or Bank Holiday in England;
“Campaign” means a defined period of marketing activity, usually involving, but not restricted to, product sampling, product demonstration, active selling and or experiential marketing;
“Campaign Booking Form” means a detailed description of a Campaign which sets out the Products to be promoted, the date and number of Activity Days, the type of marketing activity to be undertaken, the number and profile of Brand Ambassadors required (if any) and a description of the Show Material involved (if any);
“Car Park Site” means a designated area in a Tesco Store car park not to exceed 5m x 5m, and not exceeding 2.5m in height;
"Client" means any individual, company or organisation engaging the Agency to provide the Services as set out in the Quotation;
“Commencement Date” means the date at which a Client issues a Confirmation of Order;
"Confirmation of Order" means when the client confirms its approval of the Quotation in writing, either by email or hard copy, including the issue of a Purchase Order or otherwise authorises the Agency in writing to commence the Services;
“Confidential Information” means secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information in any form or medium whether disclosed orally, visually, in electronic form or in writing before or after the Commencement Date, together with any reproductions of such information in any form or medium or any part(s) of this information (and “confidential” means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available);
“Express Service” means a service offered by the Agency to deliver a Campaign where lead time is less than Standard Lead Time;
“Express Service Fee” means the fee applicable to Campaigns delivered under Express Service;
“Fees” means the charges payable by the Client to the Agency for the performance of the Services in relation to a Campaign, as set out in the Quotation;
“Good Industry Practice” means, in relation to any undertaking and any circumstances, the exercise of the skill, diligence, prudence, foresight and judgment which would be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances, applying the best standards currently generally applied to product sampling, product demonstration, active selling and experiential marketing;
“Intellectual Property Rights” means any invention, patent, utility models, copyright and related rights (including rights in computer software), design right, data base rights, trade mark or any other form of similar protection (whether registered or unregistered), any application for such protection, and any rights in relation to any Confidential Information, which are subsisting at the relevant time, and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition;
"Job Venue" means any venue or location where the Services are performed at or delivered to as set out in the Quotation or Campaign Booking Form as applicable or otherwise agreed with the Client;
"Job Venue Equipment" means a sampling stand and any associated catering equipment, located in each Job Venue, for use in the performance of a Campaign as more specifically set out in the Quotation or Campaign Booking Form (as applicable) or otherwise agreed with the Client;
"Job Venue Rules" means the various policies of a Job Venue, including but not limited to its health and safety policy, environmental policy, information technology security policy, data protection policy, security policy and any other policies which are notified to the Agency from time to time;
"Party" means either the Client or the Agency in relation to this Agreement;
“Personnel” means, in relation to a Party, that Party's officers, employees, agents, subcontractors, consultants and representatives;
“Product” means the products which are to be promoted through the Campaign or proposed Campaign;
“Quotation” means the document setting out the Services to be provided by the Agency, usually in relation to a Campaign, and the Fees to be paid by the Client;
“Regulator” means, in relation to a Party, any statutorily recognised supervisory or government agency, body or authority having regulatory or supervisory authority over a Party's assets, resources or business, including any organisation reporting to such bodies, to the extent that such entity has jurisdiction over that Party;
“Sampling Stock” is Product to be used by Brand Ambassadors during sampling activity, which may be purchased or delivered to a Job Venue as specified in the Campaign Booking Form (as applicable) or otherwise agreed with the Client;
“Services” means the services specified in the Quotation provided by the Agency to the Client, as may be varied by mutual written consent by the Client and the Agency from time to time whether performed before or after the Commencement Date as provided in clause 4.5;
“Show Material” means any marketing collateral, such as uniform, FSUs (Free Standing units), leaflets, etc., or Sampling Stock requested or provided by the Client for deployment as part of a Campaign as set out in the Quotation or Campaign Booking Form (as applicable) or otherwise agreed with the Client;
“Standard Lead Time” means the required minimum of 40 Business Days between Commencement Date and the first Activity Day of a Campaign;
“Taste at Tesco” is the name of the product sampling, product demonstration, active selling and experiential activity managed by the Agency;
“Taste at Tesco Team” means the Assigned Personnel responsible for the management of Campaigns; and
“Tesco” means Tesco PLC.