Terms & Conditions



1. OOH International LTD (“OOH International”)



(A) OOH International is in the business of out of home advertising and marketing.
(B) The Advertiser has agreed to engage OOH International to provide out of home advertising and marketing services on the terms and conditions of this Agreement.

IT IS AGREED as follows:


  1. “Additional Charges” means OOH International’s rates from time to time for work undertaken on a time and materials or fixed price basis;
  2. “Advertiser’s Address” means the Advertiser’s address specified in the Order Confirmation and/or, if the Advertiser is represented by an Agency, the Agency’s address specified in the Order Confirmation;
  3. “Advertiser’s Material” means all specifications, drawings, sketches, models, photographs, images, samples, tools, designs, technical information or data and other information written, oral or otherwise furnished to OOH International by the Advertiser and/or the Agency in connection with this Agreement;
  4. “Advertising Services” means the provision by OOH International of the Posters and subsequent fitting and display of out of home as specified in the Order Confirmation;
  5. “Agency” Means the Advertiser’s agent (if any) specified in the Order Confirmation;
  6. “Agreement” means this agreement;
  7. “Associated Company” means any company which is a subsidiary or holding company of OOH International or any subsidiary of such holding company from time to time and “subsidiary” and “holding company” shall have the meanings set out in s.736 of the Companies Act 1985 as amended by s.144 of the Companies Act 1989;
  8. “Campaign Start Date” means the campaign start date specified in the Order Confirmation;
  9. “Charges” means the Price and any and all other charges specified in the Order Confirmation or payable by the Advertiser;
  10. “Effective Date” Means the date of signing of the Order Confirmation;
  11. “Goods and Services” Means any of the Posters, the Poster Only Services, the Advertising Services and any related goods and services described in the Order Confirmation;
  12. “Intellectual Property Rights” means any and all patents, trade marks and service marks, registered designs, design rights and copyright, moral rights, rights in data and databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names, get-ups, logos and trade dress (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
  13. “Order Confirmation” means the order confirmation to which this Agreement is attached and which forms part of this Agreement;
  14. “Posters”means the advertising posters to be purchased from OOH International by the Advertiser as set out in the Order Confirmation;
  15. “Poster Only Services”means the provision by OOH International of Posters excluding any Advertising Services;
  16. “Price”means the price for the Goods and Services specified in the Order Confirmation;
  17. “Term”means the term of this Agreement specified in the Order Confirmation;
  18. “Vehicle”means a site on which a Poster is fitted and displayed pursuant to the Advertising Services;
  19. “Working Day”means any day, Monday to Friday, 9.00 am to 5.30 p.m., which is not a public holiday in England.


2.1 The headings in this Agreement are for convenience only and shall not affect its interpretation.

2.2 Any reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

2.3 In the event of a conflict of terms of:

  1. 2.3.1 this Agreement and the terms of this Agreement shall prevail; and
  2. 2.3.2 the main body of this Agreement and the Order Confirmation, the terms of the main body of this Agreement shall prevail

2.4 Unless the context requires otherwise, words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting “persons” shall include individuals, bodies corporate, unincorporated associations and partnerships.


3.1 In consideration of the payment by the Advertiser of the Price and the Charges OOH International hereby agrees to provide the Goods and Services specified in the Order Confirmation in accordance with and subject to the terms and conditions of this Agreement.


4.1 If the Advertiser is represented by an Agency in connection with this Agreement the Agency and the Agency’s particulars shall be specified in the Order Confirmation.

4.2 Where the Advertiser is represented by an Agency the Advertiser authorises the Agency to act on its behalf in respect of all matters relating to this Agreement.


5.1 This Agreement shall come into force on the Effective Date and shall continue in force for the Term.

5.2 This Agreement shall be subject to earlier termination as provided in Clause 16.


6.1 The quantity and description of the Goods and Services shall be as set out in the Order Confirmation.

6.2 OOH International warrants that the Goods and Services supplied will at the time of delivery correspond to the description given by OOH International in the Order Confirmation. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods and Services, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.


7.1 Where the Advertiser has agreed to purchase and OOH International has agreed to provide Poster Only Services:

  1. 7.1.1 delivery of the Posters shall be made to the Advertiser’s Address on the delivery date specified in the Order Confirmation (if any). The delivery date of the Posters may be reasonably altered by OOH International from that date specified in the Order Confirmation (if any) on the giving of reasonable notice to the Advertiser. The Advertiser shall make all arrangements to take delivery of the Posters whenever they are tendered for delivery;
  2. 7.1.2 the Advertiser shall be deemed to have accepted the Posters 24 hours after delivery to the Advertiser.
  3. 7.1.3 after acceptance the Advertiser shall not be entitled to reject Posters which are not in accordance with this Agreement;
  4. 7.1.4 title to the Posters shall pass to the Advertiser on payment of the Price;
  5. 7.1.5 where the Advertiser rejects any Posters then the Advertiser shall have no further rights whatsoever in respect of the supply to the Advertiser or failure by OOH International to supply Goods and Services which conform to the Agreement;
  6. 7.1.6 where the Advertiser accepts or has been deemed to have accepted the Posters then OOH International shall have no liability whatsoever to the Advertiser in respect of those Posters; and
  7. 7.1.7 OOH International shall not be liable to the Advertiser for late delivery or short delivery of the Posters.


8.1 Where OOH International agrees to provide Advertising Services it will do so in accordance with the Order Confirmation.

8.2 OOH International will arrange production of the requisite number of Posters having regard to the Order Confirmation upon the Advertiser paying the Charges and supplying OOH International with the necessary Advertiser’s Materials.

8.3 OOH International will not be responsible for any delays to the Campaign Start Date, including delays caused by third parties contracted in relation to production of the Posters or delays in the Advertiser providing necessary Advertiser’s Materials to OOH International.

8.4 The Advertiser acknowledges that the fact a fitted Poster may be in need of maintenance or replacement may not be brought to OOH International’s attention by the owner of the relevant Vehicle.

8.5 OOH International will remove fitted Posters from Vehicle/s within 3 months of the expiration of the Term.

8.6 Any Posters or other Advertiser’s Material in OOH International’s possession at the end of the Term may be destroyed by OOH International unless the Advertiser has given notice in writing within 7 days of the end of the Term that such items are to be held for collection.


9.1 The Advertiser shall pay to OOH International the Price for the Goods and Services specified in the Order Confirmation.

9.2 All sums payable by the Advertiser to OOH International under this Agreement shall be due on receipt by the Advertiser of OOH International’s invoice for the same.

9.3 If any amount due to OOH International hereunder remains unpaid after the date on which it is payable pursuant to Clause 9.2, OOH International shall at its sole discretion be entitled:

  1. 9.3.1 to terminate this Agreement;
  2. 9.3.2 to retain ownership of the Posters (where the Price remains outstanding);
  3. 9.3.3 to suspend or terminate the provision of the Goods and Services; and/or
  4. 9.3.4 to charge interest on any outstanding sums at a rate of 3% per annum above the base lending rate from time to time of HSBC Bank Plc or its successor in title, accruing on a daily basis until payment is made, whether before or after any judgment. OOH International reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9.4 All sums payable by the Advertiser under this Agreement exclude value added tax. The Advertiser shall in addition to such charges pay to OOH International (subject to the issue of the relevant value added tax invoice) the amount of value added tax for which OOH International will be accountable to HM Revenue & Customs in respect of all such charges.

9.5 Additional Charges (if any) shall be levied by OOH International monthly in arrears and shall be payable by the Advertiser within 7 days from the date of the relevant invoice.

9.6 OOH International shall be entitled to levy Additional Charges for the provision of any other goods or services by OOH International not specified in this Agreement.

9.7 All payments shall be made in the currency in which the relevant fee is stated on the invoice.

9.8 The Advertiser shall make all payments due under this Agreement without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise unless the Advertiser has a valid court order requiring an amount equal to such deduction to be paid by OOH International to the Advertiser.

9.9 Any and all sums payable to OOH International under this Agreement shall become due forthwith on termination of this Agreement for any reason.


a) The Contractor will not accept any cancellations for Orders in October, November and December. The Principal will be liable for full payment for orders in these months.

b) Subject to Clause 5c) below and Clause 5a) 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 given 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 the Contractor will accept such a notice on payment of the following percentages of the total gross contract price, namely:

  1. 15 % if less than 90 days but 75 or more days notice is given;
  2. 30% if less than 75 days but 60 or more days notice is given;
  3. 40% if less than 60 days but 45 or more days notice is given;
  4. 70% if less than 45 days but 30 or more days notice is given;
  5. 90% if less than 30 days notice is given.

c) Till countermanded orders may be cancelled by either party by 3 months written notice given at any time after the end of the initial 9 months period.


11.1 The Advertiser warrants and undertakes that:

  1. 11.1.1 the Advertiser’s Material comply with all statutory and other legal requirements and provisions of the British Code of Advertising, Sales Promotion and Direct Marketing.
  2. 11.1.2 it will be responsible for obtaining and paying for all necessary licenses and consents in relation to the Advertiser’s Material.
  3. 11.1.3 the Advertiser’s Material will not infringe the copyright or other rights of or be defamatory of any third party.
  4. 11.1.4 it will keep OOH International 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 connection with the provision of Advertiser’s Material to OOH International for the purposes of OOH International complying with its obligations under this Agreement.

11.2 OOH International shall have the right to refuse to display or continue to display any Advertisement:

  1. 11.2.1 which is in breach of any of the Advertiser’s warranties and undertakings detailed above, or
  2. 11.2.2 where doing so would facilitate a breach by either party of any term of this Agreement; or
  3. 11.2.3 which differs materially from the Advertisement specified in the Order Confirmation unless the alteration leading to such material difference was carried out with the prior consent of OOH International (which consent shall not be unreasonably withheld).


Neither party to this Agreement shall be under any liability to the other in respect of any failure to carry out or delay in carrying out any of its obligations hereunder attributable to any cause of whatever nature outside its reasonable control.


13.1 These Clauses shall not be deemed to constitute or imply any warranty by OOH International that the Goods and Services will at all times operate satisfactorily without malfunction, and OOH International gives no such warranty.

13.2 Except as otherwise provided in this Agreement, the total liability of OOH International in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with this Agreement shall be limited in aggregate to the total Charges paid and payable by the Advertiser under this Agreement up to and including the date of the claim.

13.3 Without prejudice to Clause 13.2, in no event shall OOH International be liable to the Advertiser for loss of revenue, loss of anticipated savings, loss of profits, loss of data, damage to goodwill, loss of reputation or for any type of indirect, economic or consequential loss or damage whatsoever or howsoever caused.

13.4 OOH International shall not be liable for the maintenance and repair of fitted Posters in accordance with clause 8.4 above where:

  1. (a) the owner of the relevant Vehicle has failed to inform OOH International that Poster/s fitted to that Vehicle are in need of maintenance or replacement; and
  2. (b) OOH International has had a reasonable opportunity thereafter to carry out that maintenance or replacement.

13.5 Neither party excludes or limits liability to the other for death or personal injury caused by its negligence or fraud.

13.6 Save as expressly stated in this Agreement, all conditions, warranties and representations (unless fraudulent) expressed or implied by statute, common law or otherwise in relation to the Goods and Services are hereby excluded to the fullest extent permissible by law.

13.7 The Advertiser undertakes to indemnify OOH International against any loss suffered by OOH International as a result of any act or omission of a member of the Advertiser, its subcontractors, agents or employees using the Goods which, if such act or omission was by the Advertiser, would constitute a breach of any term of this Agreement.


14.1 The Advertiser shall use, copy, adapt, alter disclose or part with possession of any information or data of OOH International which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature (“Confidential Information”) without the prior written consent of OOH International except as strictly necessary to perform its obligations or exercise rights under this Agreement.

14.2 The Advertiser undertakes not to disclose any Confidential Information of the disclosing party to any third party other than employees, professional advisors and approved sub-contractors of the Advertiser on a “need to know” basis only and to whom disclosure is necessary for the proper performance of their duties under this Agreement.

14.3 The Advertiser shall ensure that its employees, agents and sub-contractors comply with the provisions of this Clause and are bound by terms and conditions of use and non-disclosure at least as onerous as those contained in this Clause.

14.4 The obligations in this Clause 14 shall continue in force notwithstanding termination of this Agreement for any reason.

14.5 If this Agreement is terminated, the Advertiser shall return or destroy at the request of OOH International all Confidential Information of OOH International.


15.1 In the event that the Advertiser commits a material breach of any of its obligations under this Agreement (and, where such breach is capable of remedy, has not remedied the same within 7 days of receipt of a notice from OOH International requiring that the same be remedied) then OOH International may by notice to the Advertiser terminate this Agreement, such termination to take effect immediately upon the receipt by the Advertiser in default of such notice.

15.2 Where OOH International exercises a right of termination pursuant to clause 15.1 above, it shall be entitled to retain the whole of the Charge paid by the Advertiser in respect of the Goods and Services.

15.3 This Agreement may be terminated by OOH International where the Advertiser:

  1. 15.3.1 goes into compulsory or members voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose (save for the purposes of amalgamation or reconstruction where the amalgamated or reconstructed company agrees to adhere to this Agreement); or
  2. 15.3.2 has an administrative receiver or receiver appointed over all or any part of its assets or undertaking; or
  3. 15.3.3 is the subject of any judgment or order made against it which is not complied with within three (3) Working Days or is the subject of any execution, distress, sequestration or other process levied upon or enforced against any of its assets; or
  4. 15.3.4 has any action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself; or
  5. 15.3.5 has proposed in respect of it a company voluntary arrangement pursuant to the Insolvency Act 1986 as amended from time to time; or
  6. 15.3.6 ceases or threatens to cease to carry on business; or
  7. 15.3.7 gives OOH International reasonable grounds for believing that it is unable to meet its debts as they fall due within the meaning of s.123 of the Insolvency Act 1986 as amended.

15.4 This Agreement may be terminated by OOH International where any event or circumstance similar, equivalent or analogous to any of the events described in Clause 15.3 occurs in relation to the Advertiser in any jurisdiction to which the Advertiser is subject.


16.1 Without prejudice to Clause 15.1 the Advertiser will pay to OOH International any sums due.

16.2 Any termination of this Agreement shall not operate so as to affect any accrued rights or liabilities of either Party.


17.1 The Advertiser agrees that should any right (including any moral right), title or interest in any of the Intellectual Property Rights or any goodwill arising out of the use of the Goods and Services become vested in it or any of its employees, sub-contractors, consultants or agents (by operation of law or otherwise) then, to the extent that such rights have vested in the Advertiser, it shall hold the same on trust for OOH International and in any event the Advertiser shall upon OOH International’s request and without charge promptly and unconditionally take all such action and execute all such documents and/or procure the taking of such action and execute all such documents and/or procure the taking of such action and the execution of such documents by any such employees, sub-contractors, consultants or agents as shall be necessary to assign such right, title or interest to OOH International.

17.2 The Advertiser shall indemnify and hold OOH International harmless from and against and defend any claim by a third party that the Advertiser’s Materials infringe that third party’s Intellectual Property Rights. OOH International shall immediately notify the Advertiser if it becomes aware of such a claim and provide such assistance to the Advertiser as the Advertiser may require in the defense or settlement of such claim at the Advertiser’s expense. The Advertiser shall have the sole right to conduct the defense of any such claim and all negotiations for its settlement.


The Advertiser undertakes that it will not, without OOH International’s prior written consent, whether directly or indirectly, either for itself or for any other person while this Agreement is in force and for a period of one (1) year after termination of this Agreement for any reason whatsoever, engage, employ or otherwise solicit for employment any person who during the term of the Agreement was an employee of OOH International.


19.1 The Advertiser shall not assign, novate, dispose of, sub-license, sub-contract or otherwise transfer this Agreement nor any or all of their rights and obligations hereunder to any third party without the prior written consent of the OOH International.

19.2 OOH International may assign or transfer this Agreement or any or all of its rights and/or obligations under it to any Associated Company and/or pursuant to a disposal by OOH International of any of OOH International’s business, without the consent of the Advertiser.

19.3 This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior agreements, representations (excluding fraudulent misrepresentations), writings, proposals, negotiations, understandings, communications, oral or written, express or implied between the parties regarding the subject matter of this Agreement and to the extent permitted by law. The Advertiser acknowledges and agrees that in entering into this Agreement, it has not relied on, and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

19.4 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable (in whole or part), the other provisions of this Agreement and the remainder of the affected provisions shall continue to be valid.

19.5 An entity which is not expressly a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from this Agreement.

19.6 The failure of OOH International to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

19.7 The Advertiser warrants to OOH International that the signatory or signatories hereto are duly authorised and empowered to execute this Agreement on its behalf and so as to bind it to the terms hereof.

19.8 This Agreement shall be governed by and construed in all respects in accordance with the laws of England, and the English courts shall have exclusive jurisdiction in all matters relating to this Agreement (whether of a contractual or tortious nature or otherwise).