Terms & Conditions

STANDARD TERMS OF BUSINESS

1. Co-operation

The Consultancy will co-operate fully with the Client and take the initiative in offering advice and services.  The Client agrees to assist the Consultancy in the performance of these duties by making available to the Consultancy all relevant information.

2. The Consultancy Status

The Consultancy acts in all contracts as a principle in law.

3. Exclusivity

The Consultancy will not represent conflicting or competing interests without prior agreement with the Client, who will also advise the Consultancy of any intention to engage or use internal or external consultancy services other than those already advised.

4.Terms of Appointment

In the event of termination or cancellation of the contract between the Client and the Consultancy, the Client will be required to reimburse the Consultancy for any charges or expenses to which it is committed and also to pay the Consultancy fees covering the notice period.

Termination or cancellation shall be without prejudice to the rights and liabilities of either party accrued prior to termination.

5. Basis of Charges

• All bought-in goods and services, such as a press cuttings service, artwork, photography, printing and promotional materials, will be charged separately as Operational Expenses.  If so required by the Client these charges will, where feasible, be agreed with the Client in advance.  We reserve the right to make a handling charge.
  
  
• We reserve the right to charge interest at 4% above the base rate in force of Lloyds Bank plc in respect of all invoices which are not wholly paid by the due date on such amounts that remain outstanding from the due date of payment to the date of payment whether before or after judgement is obtained.  We reserve the right to suspend all further performance of this agreement without notice in the event of any invoiced amounts not being paid when due.
  
  
• Some suppliers, particularly film production companies, market research organisations and exhibition contractors, require payment in advance or at various stages of production.  The Client shall pay interim invoices in respect of such services immediately on presentation.  Invoices for models’ and actors’ fees will be similarly billed for payment immediately on presentation.
  
  
• In the event of the work carried out on behalf of the Client exceeding that proposed within the original fee or being of an ad hoc nature, we reserve the right (subject to prior agreement with the Client in all cases) to make an additional charge for the excess executive time incurred at the prevailing executive-day rate agreed between the Consultancy and the Client.

6. Payment of Accounts

• All fees and all operational expenses are charged on a monthly basis.  All invoices fall due for payment within 30 days from the date on invoice.
  
  
• Payment in Foreign Currency
  
  The Consultancy and the Client should note the need for clear agreement on terms when payment in foreign currency, or at rates of exchange ruling at any given time, is involved.

7. VAT

As long as VAT is collected by the Government, the Consultancy shall include on invoices where applicable any VAT payable on transactions between the Client and the Consultancy, involving goods and/or services.

8. Terms of Payment

Subject to the following provisions of this condition accounts are payable within 30 days of the date at which they are rendered.  The Client shall pay interim invoices in respect of such services immediately on presentation.

9. Approvals and Authority

After obtaining general approval of campaign or project plans, the Consultancy will submit to the Client for specific approval as required:

i.              Draft press releases, articles, photographs and captions
ii.             Copy, layouts, artwork and scripts
iii.            Cost estimates of the various items in the programme

Written or oral approval by the Client of drafts or proofs will be taken by the Consultancy as authorisation to proceed to publication, and such approval will be taken as authorisation to enter into contracts with suppliers on the basis of estimates submitted.

The Consultancy will take all reasonable steps to comply with any requests from the Client to amend, halt, reject or cancel work in preparation, insofar as this is possible within the terms of its contractual obligations to suppliers.

Amendments or cancellations will be implemented by the Consultancy only on the understanding that the Client will be responsible for any costs or expenses incurred prior to, or as a result of, the cancellation or amendment and which cannot be recovered by the Consultancy.

10. Copyright

The copyright in all artwork, copy and other work including creative proposals produced by or assigned to the Consultancy rest with the Consultancy, unless duly assigned under the Copyright Design and Patents Act 1998.

On payment by the Client of the relevant Consultancy fees and charges in full, any copyright lawfully assigned by subcontractors and their agents to the Consultancy and the Consultancy’s own copyright may be assigned to the Client, unless other arrangements are made.

11. Confidential Information

The Consultancy acknowledges its duty not to disclose without Client permission during or after the term of appointment, any confidential information.

The Client in turn acknowledges the Consultancy’s right to use any general intelligence regarding Client products or services gained during its appointment.

12. Insurance

• Professional Indemnity
  
  The Client shall indemnify, and keep indemnified, the Consultancy against any and all proceedings, claims, damages, losses, expenses or liabilities which the Consultancy may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared or specifically approved by the Client, particularly in relation to proceedings under the Trade Descriptions Act 1968.  Such material shall include press releases, articles, copy, scripts, artwork, detailed plans and programmes.
  
  
• Client’s Property
  
  Goods or information made available by the Client to the Consultancy for the purposes of demonstration or publicity, or for any other purposes arising from, or in connection with this agreement, shall be and at all times remain at the sole and entire risk of the Client, and the Consultancy shall not be the subject of any liability for it.

13. Disputes

In the event of a dispute between the Client and the Consultancy, and if it is the wish of both parties, the Chartered Institute of Public Relations’ Professional Practices Committee will examine any evidence provided and make recommendations for resolving the disagreement.

14. Employment Poaching

It is agreed that neither the Consultancy or the Client will offer employment to employees of the aforesaid Consultancy or Client during the period of the contract notice period or within 3 months of its cessation.

15. Credit Risk Insurance

• Consultancies who are insured against credit risks will require all Clients to be acceptable to the insurers in respect of the sums involved.  If the insurers revise or withdraw cover from a Client, terms of payment may be revised and notified to the Client.
• Invoices duly rendered and unpaid after three months will give the Consultancy the right to cancel the contract forthwith without prejudice to outstanding liabilities.

16. Liability

The Consultancy will not accept liability for any omission, variation or error in the text of any article or copy relating to the Client's business appearing in any publication or howsoever in the absence of wilful neglect or default on its part, although even in such absence the Consultancy shall endeavour to protect the Client's interest as far as is reasonably possible.

17. Indemnity

The Consultancy shall not be required to print or publish any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

The Client acknowledges that any matter for publication prepared by the Consultancy is on the basis of information supplied by the Client.  Accordingly, the Client will indemnify the Consultancy against:

1. Any claims, costs and expenses arising out of any illegal, libellous  or otherwise  actionable matter or any infringement of copyright, patent, design or of any proprietary rights.  The indemnity shall extend to any amounts on the advice of the Consultancy's solicitors in settlement of any claims.
2. Any legal costs the Consultancy may incur in connection with any proceedings brought against the Consultancy under the Trade Descriptions Act 1968 in which either of the statutory defences are proved.

 

18. English Law

All contracts between the Client and Consultancy will be governed by and construed in accordance with English Law.

19. Waiver

The failure by either the Client or Consultancy to enforce at any time or for any period any one or more of the terms or conditions of any contract between them shall not be a waiver of them or the right at any time thereafter to enforce all terms and conditions of that contract.

20. Force Majuere

Both the Client and Consultancy will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of any contract between them impossible, and whereupon all money due to either of the parties shall be paid immediately.

As a member of the Chartered Institute of Public Relations, the Consultancy abides by its Code of Professional Conduct.