Creative Contention Limited

GENERAL TERMS AND CONDITIONS OF BUSINESS

These terms and conditions of business are between Creative Contention Ltd [“The Company”] and Pernod Ricard to whom services are to be provided [“The Client”].

The Company is governed by English law and these Terms and Conditions shall be construed in accordance with such.

The contract for the purchase of Services shall be governed by the laws of England and the Client agrees to submit to the exclusive jurisdiction of the English Courts.

Time and Materials Charges

Where The Company’s charges are to be based upon the time spent dealing with an Instruction. The Company will give The Client an estimate of charges whenever possible.

Time spent on The Client’s affairs would include meetings with that client and perhaps other third-parties; any time spent travelling, considering, preparing and working on paper, electronic systems and correspondence; and making and receiving telephone calls and emails. Rate terms will be agreed in advance with The Client and set out in the letter of engagement.

Fixed Rate Charges

Where a fixed fee is negotiated and agreed prior to the commencement of a task, this will be the fee that will be charged to The Client, with 50% of that agreed fee being payable at the commencement of the engagement, 25% becoming payable following completion of an agreed project milestone and the remainder becoming due upon completion of the engagement, unless an alternative payment schedule has been agreed in writing.

If it is necessary or appropriate to carry out work in addition to that quoted and set out in the estimate, additional fees will be charged according to time spent. The Company will normally endeavour to notify The Client in advance of such additional work, however in extreme circumstances it may not always be possible for reasons of urgency and/or an inability to contact an authorised representative of The Client.

In the event of cancellation or postponement of an engagement, the Client will be liable for all costs relating to the Engagement to date, measured on a time and materials basis, in addition to payment of 50% of any remaining agreed fee.

Expenses

Unless otherwise agreed as part of a Fixed Rate Engagement, disbursements are charged in addition to The Company’s fees. These may include official fees paid to Internet Domain Name Registrars, Companies House, the Inland Revenue or the Trade Marks Registry for example and may include costs incurred in carrying out company or other official searches. Other disbursements may include travel, printing or production costs, postage, telephone, faxes, photocopies, couriers, stationery etc.

VAT will be added to charges at the rate that applies when the work is invoiced. At present, VAT is 20%. VAT is payable on certain expenses.

If for any reason, a matter for which The Company has been instructed does not proceed to completion through no fault of The Company, The Client will be charged for work done and expenses incurred to date.

Invoices

For Time and Materials based engagements The Company will normally issue invoices for charges and expenses at the end of each month while work is in progress. Payment is due as a lump sum within 28 days. The Company reserves the right to charge statutory interest on overdue payments, although would wish not to do so other than in exceptional circumstances.

For Fixed Rate engagements, invoices will be raised in accordance with the payment schedule with any additional Time and Materials charges invoiced at each month end or with the final invoice of the engagement.

The Company will not accept any payments made in cash. Payments may be made by business/personal cheque, telegraphic transfer or BACS transfer.

Invoices usually contain a detailed breakdown of work undertaken but please ask The Company if further information is required.

The Client is always responsible for settling charges. If The Client is acting for a third party from whom it is intended to recover some or all of The Company’s charges, this can in no way impinge upon The Company’s relationship with that client and these terms of business relating to the payment of charges and expenses will at all times apply to The Client.

Instructions

Instructions for work must be made to The Company by an authorised representative of The Client by email, letter or fax. In exceptional circumstances instructions may be provisionally accepted verbally and by telephone with the proviso that such instructions must be subsequently confirmed in writing within 48 hours.

Payments on Account

The Company may at its discretion ask for funds on account before accepting instructions and progressing work.

Client Identity

To meet the Money Laundering Regulations 2003, The Company may have to ask The Client for information confirming identity, financial details and sources of funding. The Client must comply with requests for proof of identity as set out in the engagement letter and if requested will meet The Company to verify identity. If The Client fails to comply with requests for identity, The Company will be unable to provide services. The Company is required to maintain records relating to clients’ identities, and may ask The Client to provide updated proof of identity from time to time.

Confidentiality and Publicity

Except as required by the courts or by any other statutory authority The Company will keep confidential any information obtained from The Client, unless disclosure is requested by The Client in writing. Similarly, The Company is not bound to pass on or use for the benefit of The Client confidential information obtained from anyone else. The Company is sometimes asked to provide information about experience, including matters handled and clients acted for. This material may include statements

identifying some clients as clients of The Company. The Client is obliged to inform The Company if such disclosure is unacceptable; otherwise The Company understands that it is free to provide such details, when appropriate.

Storage of Papers and Documents

The Company is entitled to keep The Client’s papers and documents whilst any money is owing for agreed charges and expenses beyond the agreed 28 day payment period. The Company will keep its file of papers (except for any papers which The Client asks to be returned) for no more than six years. The Company will keep the file on the understanding that it has the authority to destroy it six years after the date of the final invoice sent.

Intellectual Property

Intellectual Property includes but is not limited to copyright, patents, utility models, trade marks, service marks, design rights (whether registered or unregistered), database rights and proprietary information rights in all materials, designs, programs, reports, manuals, visual aids, advice and any other material prepared under the Agreement.

The Company retains all Intellectual Property Rights and other written advice created whilst acting for The Client. The Client will have the full right to use these materials within their own organisation, but may not otherwise circulate or reproduce them for publication to other parties. Where The Client requires intellectual ownership of material to be produced in the course of work, this must be disclosed in advance within the Instructions given, whilst ownership will not be transferred until The Company signs a transfer of Ownership deed subsequent to the work being completed and all outstanding invoices having been paid.

Intellectual Property regards The Client’s own business, processes and data will remain the property of The Client at all times.

Liability

The Company will perform the engagement within the remit of the Instructions with reasonable skill and care, whilst liability to The Client for losses, damages, costs or expenses shall be subject to the following provisions:

The Company shall not be liable if such losses are due to the provision of false, misleading or incomplete information or documentation from any other organisation except Creative Contention Ltd.

The liability of The Company to The Client shall be limited to a maximum of the fees pertaining to the Instruction given.

Communication and Complaints

It is important that The Client immediately raises any concerns regards the quality of The Company’s work. The Company values its clients’ and would not wish to think that a client has reason to be dissatisfied.

Financial Services and Markets Act

The Company does not conduct activities which require it to be regulated by the Financial Conduct Authority (“FCA”) and is not authorised by the FCA.

Termination

The Client may terminate instructions in writing at any time giving a minimum of 28 days notice, the period for which all anticipated fees will immediately become due; however The Company will be entitled to keep relevant deliverables while there is money owing for agreed charges and expenses. In some circumstances, if The Company considers that services can no longer be provided, notice will be given to The Client.