1. Interpretation

    1. In this Agreement, references to clauses, schedules and appendices are to clauses of and schedules to and appendices to this Agreement.

    2. Unless the context otherwise requires:

      1. a person includes a legal person (such as a limited company) as well as a natural person;

      2. the words “include” and “including” shall be construed without limitation; and

      3. any reference to an enactment of legislation includes any subordinate legislation made from time to time under it and is to be construed as references to that enactment as from time to time amended or modified or any enactment replacing it.

    3. The headings in this Agreement are for ease of reference only and shall be disregarded in construing or interpreting the Agreement.

    4. The following terms shall have the corresponding meanings for the purposes of this Agreement:

      1. “Accounts” means the Client’s products and services that are the subject of the Services as referred to in the Deal Terms;

      2. “Advertising” means all of the Client’s advertising for which Halo is to procure Media Placements on behalf of the Client as part of the Services;

      3. “Advertising Regulation” means any present or future applicable code of practice or adjudication of the Committee of Advertising Practice, Broadcast Committee of Advertising Practice or the Advertising Standards Authority and includes any applicable modification, extension or replacement thereof in force from time to time, together with other UK laws, statutes and regulations which are directly applicable to the Services;

      4. “Affiliates” means any company, partnership or other entity which at any time directly or indirectly controls, is controlled by or is under common control with either party including as a subsidiary, parent or holding company;

      5. “Agreement” means this agreement including the General Terms and Schedules;          

      6. “Business Day“ means any day other than:

        1. a Saturday, Sunday or public holiday in the UK; or

        2. any day between 24 December in any year and 1 January in the immediately following year (inclusive);

      7.  “Commission” means the percentage amount of Media Cost as set out in the Deal Terms;

      8. “Digital Media Placements” means all Media Placements in digital media including but not limited to display, video, mobile and social media;

      9. “Data Protection Legislation” means Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the GDPR (when in force), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable, any guidance notes and codes of practice issued by the European Commission and applicable national Regulators including the UK Information Commissioner;

      10.  “Expenses” means reasonable travelling, hotel, subsistence and other expenses incurred by Halo in connection with the supply of Services;

      11. “GDPR” means the EC Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (when in force);

      12. “Intellectual Property Rights” means the following rights, wherever in the world enforceable, including all reversions and renewals and all applications for registration:

        1. any patents or patent applications;

        2. any trade marks (whether or not registered);

        3. inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration;

        4. copyright or design rights (whether registered or unregistered);

        5. database rights;

        6. performer's property rights as described in Part II, Chapter X of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world;

        7. any goodwill in any trade or service name, trading style or get-up; and

        8. any and all other intellectual or proprietary rights.

      13. “Losses” means losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses);

      14. “Materials” means any artwork, copy, models, designs, photographs, commercial, feature film, character, music, voice over, sound recording, performance, book, painting, logo, or any other material protected by Intellectual Property Rights;

      15. “Media Costs” means the cost invoiced by Media Owners in respect of Media Placements;

      16. “Media Owner” means any third party with whom Halo contracts or places an order either directly or indirectly for the purchase of Media Placements;

      17. "Media Placement" means the advertising, sponsorship or promotional space and/or time in a publication, broadcast stream, press insert, transmission, VOD, website or  any other on or off-line platform which is purchased either directly or indirectly from third parties by Halo specifically for the Client in connection with the provision of Services;

      18. "Regulator" means any regulatory body with responsibility for ensuring compliance with Data Protection Legislation; and

      19. “Schedule” means media plans sent after this agreement, signed by the parties;

      20. “Security Breach” means accidental or deliberate, unauthorised or unlawful acquisition, destruction, loss, alteration, corruption, access, use or disclosure of personal data processed under to this Agreement or breach of Halo’s security obligations under this Agreement.

      21.  “Services” means the services to be supplied by Halo under this Agreement as set out in the Deal Terms;

      22. “Term” means the duration of this Agreement as more particularly described in clause 1.2;

      23. “Territory” means the United Kingdom, unless expressly specified otherwise in the Deal Terms.  Publication and marketing on globally accessible mediums such as the internet shall not mean that the Territory is deemed to be world-wide;

      24. “Viewable Impression” means, unless otherwise agreed in writing, (a) for a standard display ad 50% of pixels must be in the viewable portion of an internet browser for a minimum of 1 continuous second(s), (b) for ad formats equivalent to a 970*250 ad (i.e. 242,500 pixels) or larger 30% of pixels must be in the viewable portion of an internet browser for a minimum of 1 continuous second(s), and (c) for an in-stream video ad 50% of the ad’s pixels must be in the viewable portion of an internet browser and the video must play for a minimum of 2 continuous seconds.