1 DEFINITIONS
In this agreement, the following terms shall have the following meanings:
“The Agency or Consultancy” means Sharp Relations Ltd of Unit 14, Burnt House Farm Business Park, Bedlam Lane, Smarden, Kent TN27 8PG
“The Client” means the person or company who agrees to buy Services from The Agency.
“The Business” means the promotion of the Products and/or Services by the Consultancy on behalf of the Client in the Territory and all related matters;
“Confidential Information” means all information that may be imparted in confidence or be of a confidential nature relating to the business or prospective business, plans or internal affairs of the Client;
“Intellectual Property” means all or any trade marks or applications for any such marks, trade names, patents or applications for the grant of any such patents, know-how, being technical or otherwise, copyright or designs belonging to the Client or the Consultancy;
“The Products and/or Services” means the products and services of the client, the same may be amended from time to time;
“The Term” means the period of time stated on the agreed written PR proposal and will include any changes as agreed in writing by both the Client and the Consultancy;
“The Territory” means the UK only.
2 APPOINTMENT
2.1 The Client appoints the Consultancy for the Term as the sole Public Relations Consultancy of the Client for the promotion of the Products and/or Services.
2.2 The Consultancy shall generate PR opportunities for the Products and/or Services on the Client’s behalf in accordance with the activities detailed in the agreed PR proposal or quote.
2.3 The PR proposal or quote acts as an agreed guideline for the Consultancy to generate and manage promotional opportunities on behalf of the Client. But the Consultancy and/or the Client may make changes to the proposal or quote during the Term. Any action of this sort will only be undertaken with the prior agreement of both parties.
2.4 The PR proposal or quote is based on an estimation of time taken to deliver a campaign, which can be over or underestimated. The Consultancy will keep the Client regularly updated on time usage and may remove or add PR activities as necessary. The Consultancy request payment for all hours worked, within reason. No additional work will be undertaken without the prior approval of the Client.
3 CLIENT’S OBLIGATIONS
The Client agrees with the Consultancy throughout the Term:
3.1 to act dutifully and in good faith;
3.2 to supply products or services (subject to availability) in accordance with PR opportunities obtained by the Consultancy, this includes providing samples to press in a timely manner or approved images for use in the media;
3.3 to support the Consultancy in promoting the Products and/or Services in the Territory in such manner as it considers appropriate and to supply the Consultancy with appropriate collateral as necessary;
3.4 to provide correct information and promptly update any changes to information relating to the Products and/or Services or anything which may affect the services provided by the Agency. To notify the Consultancy of any variations in the specification of the Products and/or Services or any changes in the range of Products and/or Services as quickly as possible;
3.5 not to use the Intellectual Property of the Consultancy other than in accordance with this Agreement, this also includes any future use of the Intellectual Property obtained from the Consultancy;
3.6 to allow the Consultancy to reference the Client for the purposes of marketing and promoting for the Consultancy.
4 CONSULTANCY’S OBLIGATIONS
The Consultancy agrees with the Client throughout the Term:
4.1 to use all reasonable efforts as detailed in the PR proposal or quote to obtain promotional opportunities for the Products and/or Services in the Territory;
4.2 to protect and promote the interests of the Client and to act dutifully and in good faith;
4.3 not to use the Intellectual Property of the Client otherwise than in accordance with this Agreement;
4.4 to inform the Client of any improper or wrongful use in the Territory of the Intellectual Property of the Client and not to cause or permit anything which may damage or endanger such Intellectual Property;
4.5 to comply with all applicable laws and requirements of any governmental or regulatory authority applicable to the Business;
4.6 that any services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices;
5 FEES
5.1 The Consultancy shall be paid an agreed fee by the Client as represented in the proposal or quote for the time period define in the proposal or quote. The fee shall be net of expenses;
5.2 The Consultancy shall be pre-paid the Fees by the Client, in monthly instalments;
5.3 For Retained contracts, the Client is obliged to set up a standing order to pre-pay the fees on the 1st day of each month according to the proposal; any applicable expenses will be accrued and added to the following months invoice;
5.4 For RAP plans, the Client is obliged to pay for the full project in advance of work starting; any applicable expenses will be accrued and raised in a separate invoice
5.5 Late Fees, if a fee is late by 4 weeks without prior agreement, The Consultancy will cease working on the Client account. If it is late by 8 weeks there may be a reasonable fine added to the invoice in arrears, and if it is late by 12 weeks then The Consultancy reserves the right to pass the invoice over to a Debt Collection Agency.
6 TERMINATION
6.1 This Agreement shall continue until the expiry of the Term, or as detailed in the PR proposal.
6.2 Either party shall, after the first three months of commencement, be entitled to terminate this Agreement by giving one months notice in writing if;
6.2.1 either party commits a breach of any of the terms or conditions of this Agreement and the breach (if capable of remedy) is not remedied within thirty days of being notified to do so by the other party;
6.2.2 the other party ceases to be able to pay its debts in the ordinary course of its business or enters into an arrangement with its creditors;
6.2.3 the other party goes into liquidation either compulsory or voluntary or if a receiver is appointed in respect of all or any of its assets;
6.2.4 a resolution is passed or an order is made for the winding up of the other party;
6.2.5 any event equivalent to the above occurs in any other jurisdiction and affects the other party.
6.3 If early termination is unavoidable and agreed by both parties the Client remains liable for any outstanding cost and expenses on their account.
7 TERMINATION CONSEQUENCES
7.1 On the expiry or other termination of this Agreement the Consultancy undertakes to return to the Client, at the Client’s expense, all Products, product information, samples, publicity promotional and advertising material, marketing and technical information and instruction books which are in the Consultancy’s possession, and to cease forthwith carrying on the Business.
7.2 If and to the extent that the Commercial Agents (Council Directive) Regulations 1993 apply, and provided that the Consultancy gives notice of its intention as such regulations require, the Consultancy shall (unless any of the circumstances specified in Regulation 18 of the Commercial Agents Regulations applies) have the right to be indemnified in terms of Regulation 17 of the Commercial Consultancy’s Regulations. For the avoidance of doubt the Consultancy shall have no right to any compensation under those regulations upon termination of this Agreement. For the further avoidance of doubt the Client indemnifies the Consultancy against any liability for breeches of trademark copyright or any other default relating to the Business.
8 CONFIDENTIALITY
The Consultancy undertakes not to divulge or allow to be divulged, at any time during the course of or following termination of this Agreement, any Confidential Information relating to the goods and/or services, business or affairs of the Client to any third party without the consent of the Client save as is necessary for the proper performance of its duties hereunder.
9 NO PARTNERSHIP
The parties are not partners or joint ventures nor is the Consultancy an employee of the Client. The Consultancy shall be solely responsible for payment of all wages, salaries, national insurance, PAYE (or equivalents in any jurisdiction) and payments to be made in respect of its employees, if any, and hereby grants the Client an indemnity in respect of any claim or loss the Client may suffer in respect of such matters.
10 FORCE MAJEURE
Neither party shall be liable to the other for any failure to perform any obligation under this Agreement which is due to an event beyond the control of such party including, but not limited to, act of God, war, insurrection, riot, civil unrest, act of civil or military authority. Any party affected by such event shall forthwith inform the other party of the same in writing and shall use all reasonable endeavours to comply with the terms of this Agreement. Where such event renders performance impossible for a continuous period of not less than six months, the other party shall be entitled to terminate this Agreement by serving one month’s notice in writing.
11 NOTICES
Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the other party stated in this Agreement or such other address as the other party has notified.
12 DISPUTES
12.1 These Terms are governed by and shall be construed in accordance with English law. Any dispute shall be resolved by a single arbitrator in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
