PR The Write Way; terms of business
All our work for clients is carried out on the basis of terms and conditions that we have set out below, so please make sure you’re clear on how we work.
1.1 In these terms of business, the following words shall have the following meanings:
“We, I or Me” means: PR The Write Way.
“You” means the client or customer, the purchaser of the Services.
“Services” means the services to be provided by Us as requested by the Client and confirmed in an order between the Parties.
2 ACCEPTANCE OF ORDER
2.1 These Terms of Business are the only terms and conditions upon which I will supply the Services.
2.2 However contact is first made, if it is on the telephone or by email, I will set out and confirm the nature and extent of the Services in writing to you. This will also set out the costs involved and may request any agreed deposit payment to enable me to start work, with future invoicing terms agreed at the outset.
2.3 Unless you make any specific objection to these terms in writing, before I commence work, then the Services will be carried out on the understanding that these terms will apply and have been incorporated into the contract that will exist between us as from the date I commence work.
2.4.I reserve the right to refuse acceptance of any order.
3 PROVISION OF THE SERVICES
3.1 I will provide the Services to you; and perform the Services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight appropriate to a skilled and experienced supplier of PR services acting in good faith.
3.2 I will be entitled to make operational changes to the Services that have no material adverse effect on the Services, without consulting with you.
3.3 I will ensure as far as I am able that the Services will comply with what we have agreed and has been set out in the original written confirmation and in the absence of any such specification shall comply with what I consider to be an appropriate specification given all the circumstances and your requirements as I have interpreted them.
3.4 I will not be liable for any loss caused to your goods whilst in my possession unless such loss may be caused by my own willful recklessness or that of any agent I may be using in which case I will account to you for any monies that it may receive under any insurance policy (without being under any obligation to insure). I will not be liable for samples, or your products , which are sent to the Media, as part of PR activity.
3.5 Third party products supplied and/or sub sublicensed by me as part of the Services will be supplied in accordance with the relevant supplier’s applicable terms. You agree that you will at all times comply with the provisions of such standard terms.
3.6 In the event of a limited time scale for the provision of the Service, I will advise you of a project completion date and will offer the client the opportunity to further continue the project for a further fee, if I think extra hours would be beneficial.
3.7 With the supply of Public Relations services, I can
provide no guarantees as to the coverage to be gained for you, and can not be
liable for any content created by the media, with reference to you.
4 YOUR RESPONSIBILITIES
4.1 You acknowledge that my ability to provide the Services depends on your full and prompt co-operation. (which you agree to provide) as well as the accuracy and completeness of any information and data which you provide. Accordingly, you must provide me in a timely manner with access to, and use of, all information, data and documentation reasonably required for the performance of my obligations under these Terms of Business.
4.2 You agree to follow my reasonable instructions and procedures with respect to the Services. You agree to provide me with all relevant information and images, in an acceptable format, as I may request by any deadline I may give.
4.3 I accept that I am under duty to ensure that any materials produced are legal, decent, honest and truthful. However I may not be an expert in respect of the subject matter of the materials and therefore must state clearly that you are responsible for the accuracy, completeness and for all descriptive, technical or proprietary aspects of the Services and shall indemnify me for any liability arising for a breach of this agreement.
4.4 I will not be required to print any matter which in my opinion
is or may be of an illegal or libellous nature or an infringement of the
proprietary or other rights or any third party. I will be indemnified by the
customer in respect of any claims, costs and expenses arising out of any libellous
matter or any infringement of copyright, patent, design of or any other
proprietary or personal rights contained in any material printed for the
customer. The indemnity shall extend to any amounts paid on a lawyer’s advice
in settlement of any claim.
5 PRICES AND PAYMENT
5.1 I reserve the right to vary the price of the Services by any amount attributable to:
5.1.1 An alteration to the Service by reason of a variation in or lack of instructions from you;
5.1.2 Any variation of the rates of taxation or costs, third party changes or fluctuation in foreign exchange rates between the date of a contract and the date of delivery of the Service or completion of the payment.
5.2 Payments are required as per the agreed payment terms, for all PR& Marketing activity, irrespective of the publication date of media coverage.
5.3 If any payment is in arrears under any contract between the parties or if you become insolvent, or I have reason to believe that any payment is likely to be in arrears, or that you are likely to become insolvent, then I will have the right without giving you notice to suspend further delivery of the Services under any contract.
5.4 If any such payment any part thereof shall remain in arrears for seven days after I have sent a written demand, I shall have the right to cancel any contract without prejudice to any rights and remedies to recover any monies then due and owing by you.
5.5 Time for payment is of the essence.
5.6 In the case of invoices for third party services, payment for the Services shall be made within 14 days of the date of invoice.
5.7 In the case of invoices for Production services, payment for the Services shall be made within 30 days of the date of invoice, unless otherwise specified on the signed order agreement.
5.8 Without prejudice to any other rights I may have, in the event of late payment of any sum due under these Terms of Business, I may charge interest on such sum at higher of the rate of three per cent per annum above the base lending rate from time to time of Bank of Scotland Plc (accruing daily), or of the rate of interest specified under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue from the day following that upon which payment was due until payment is made in full. In addition or in the alternative (at my option ), I may suspend the provision of the Services and/or any part of them until such time as the payment is made.
5.8 If I take any legal, or other steps, for the recovery of any overdue payment, then the reasonable costs of all such steps shall be payable by you upon demand.
5.9 The guarantee contained in Clause 11 below shall not apply to any contracts unless the Services have been paid for in full.
5.10 Except in the case where you are not contracting in the
course of a business nor holding himself out as doing so, I reserve the right
to charge the amount of any value added tax payable whether or not included on
the estimate or invoice
6 RESERVATION OF TITLE
6.1 Until the price and all sums owed arising from any goods or services supplied – is paid in full, the property in the Service including copyright (if any) shall remain vested in me and the following conditions shall apply:
6.1.1 You (if I need you to) will hold the Services on my behalf and shall store it in such a way that it is clearly my property;
6.1.2 You hereby grant the right to enter upon your premises
and agrees to allow or provide access to me into anywhere else where the
Services is stored, for purposes of repossessing the Services.
7 LIMITATION OF LIABILITY
7.1 Subject to clause 13.1and 13.2 I will not in any circumstances be liable to you in respect of any:
7.1.1 loss of profits; or
7.1.2 loss of contracts; or
7.1.3 loss of revenue or goodwill; or
7.1.4 any type of special, indirect or consequential loss, business interruption or loss of or damage to business information or data whether in contract, tort (including but not limited to negligence) or otherwise and whether or not suffered as a result of an action brought by a third party, even if such loss was reasonably foreseeable or the Client had been advised at any time of the possibility of the Client incurring the same.
7.2 For the avoidance of doubt, I will not be liable to you or be considered to be in breach of these Terms of Business by reason of any delay in performing, or any failure to perform, any part of its obligations under these Terms of Business, if the delay or failure was due to:
7.2.1 any cause beyond my control, or
7.2.2 any instructions you have given or
7.2.3 in any delay you have caused.
7.3 I will not be responsible in any manner whatsoever for the unauthorised access to, or alteration, theft or destruction of emails, files, programs, or information by any person through accident or by fraudulent means or devices where I have exercised the reasonable degree of skill and care appropriate to me under these terms in the provision of the Services to prevent such activities.
7.4 I shall have no liability if Third Party Products breach, infringe or make unauthorised use of any third party rights, save to the extent that I knew, or should reasonably have known, of such infringement or unauthorised use at the time it sub-licensed such Third Party Products to you.
7.5 Save as expressly set out herein all conditions, warranties, terms and undertakings express or implied statutory or otherwise (including, without limitation, as to fitness for purpose or satisfactory quality) in respect of the Services or any products provided pursuant to the Services are hereby excluded except to the extent to which it is unlawful to exclude such liability.
7.6 Nothing in these Terms of Business shall confer any
right or remedy upon
you that you would not otherwise be entitled to.
7.7 The limitations and exclusions of liability in these
Terms of Business shall survive termination of these Terms of Business.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 The ownership of, and sole right to, any intellectual property right in any materials that I produce under any contract with you shall be vested absolutely in me from the outset, and I will be at liberty to effect and secure protection thereof by registration in a Registry or otherwise as I sees fit.
8.2 If the parties agree, I may assign all or any intellectual property rights in such materials to you upon such terms as may be agreed but in no event before such times as all monies due under this contract between the parties are paid in full.
8.3 All rights in Third Party Products shall remain vested
in the licensors thereof and you agree to comply with the licence terms
relating to such software and/or services, where notified to you in writing.
9.1 Where a contract is for the provision of the Services over a period of time, a contract may be terminated by either party giving to the other one month’s written notice PROVIDED ALWAYS that if you terminate the contract you shall:
9.1.1 pay immediately all outstanding sums due ;
9.1.2 be responsible for all costs and expenses that I have incurred in respect of any uncompleted service and
9.1.3 be liable for one month’s fees, whether or not you required any activity from me during this period;
9.1.4 accept and pay invoices calculated at the contract rate in respect of any Services completed or partly completed;
9.1.5 discharge any liability to third parties incurred in relation to any Services originally envisaged pursuant to your initial instructions.
9.1.6 Provide any notice required or permitted under the terms of these Terms of Business or required by statute, law or regulation shall (unless otherwise provided) in writing marked for my attention. Any notification to any other employee or agent shall not be effective.
9.1.7 Subject to the other provisions of this clause 5 these
Terms of Business shall commence on the date of commencement of work or order
whichever is the sooner.
10.1 You will indemnify me in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which I may become liable in respect of any breach of contract or in respect of the Services.
10.2 In particular, it is stressed that you are responsible
for all copy, slogans, words or methods supplied or suggested by me, and also
such items I have approved by it after suggestion by you and therefore such
indemnity shall extend to claims for copywriter or patent infringement, libel
or other defamation.
11 WAIVER OF REMEDIES
11.1 No delay by either party in enforcing the provisions of these Terms of Business shall prejudice or restrict the rights of that party.
11.2 No waiver of the rights of a party operate as a waiver of any subsequent breach.
11,3 No right, power or remedy herein conferred upon or
reserved for either party is exclusive of any other right, power or remedy
available to that party and each such right, power or remedy shall be
12.1 You are not be entitled to set off or withhold any
payments due to me under these Terms of Business or any other agreement between
13.1 You cannot assign these Terms of Business or the benefit of the Services , in whole or in part, without my prior written consent. If I do agree to an assignment or transfer it will not relieve you of your obligations under these terms of business.
13.2 I may assign all of my rights and obligations under
this Agreement to a third party without your prior consent, and you will execute
any documents that are necessary to effectively document the transfer such
rights and obligations.
14.1 All media releases and public announcements by either party relating to these Terms of Business or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the party prior to release.
14.2 When reactive PR is required, you agree that I can act
on your behalf, if required, in line with the provision of services under these
Terms of Business, based on information you have previously supplied and my understanding
of such information.
15.1 In the event that any or any part of these Terms of
Business contained herein shall be determined by any competent authority to be
invalid, unlawful, or unenforceable to any extent, such term, condition or
provision shall to that extent be severed from the remaining terms and
conditions of these Terms of Business which shall continue to be valid and
enforceable to the fullest extent permitted by law.
16 RIGHTS OF THIRD PARTIES
16.1 A party who is not party to these Terms of Business has
no right under the Contracts (Right of Third Parties) Act 1999 to enforce any
term of these Terms of Business, but this does not affect any right or remedy
of a third party that exists or is available apart from that Act.
17. FORCE MAJEURE
I shall be under no liability if I am unable to carry out
any provision of the contract for any reason beyond my control including
(without limiting the foregoing) Act of God, legislation, war, fire, flood,
drought, failure of power supply, lock-out, strike or other action taken by
employees in contemplation or furtherance of a dispute or owing to any
inability to procure materials required for the performance of the contract.
18 LAW AND JURISDICTION
18.1 These Terms of Business shall be governed by English law, and hereby submit to the exclusive jurisdiction of the English courts.
19 DISPUTE RESOLUTION
19.1 In the event of any controversy or claim arising out of or relating to this contract, or a breach thereof, the parties hereto agree first to try and settle the dispute by mediation, administered by the Centre for Effective Dispute Resolution (CEDR) under its Mediation Rules, before resorting to arbitration, litigation or some other dispute resolution procedure.”
I have read and accept the terms and conditions.