Terms and Conditions
Terms and Conditions for Sharp Relations
All clients must agree to these Terms and Conditions before Sharp Relations can commence work.
1 DEFINITIONS
In this Agreement the following terms shall have the following meanings:
1.1 “The Business” means the promotion of the Products and/or Services by the Agency on behalf of the Client in the Territory and all related matters;
1.2 “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;
1.3 “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 Agency;
1.4 “The Products and/or Services” means the products and services of the client, the same may be amended from time to time;
1.5 “PR Plan” refers to the document created in the first two weeks of appointment and details the agreed “Scope of work”
1.5 “The Term” means the period of time stated on the agreed written PR Plan and will include any changes as agreed in writing by both the Client and the Agency;
1.6 “The Territory” means the UK only.
2 APPOINTMENT
2.1 The Client appoints the Agency for the Term as the sole Public Relations Agency of the Client for the promotion of the Products and/or Services, unless otherwise agreed.
2.2 The Agency shall generate PR & marketing opportunities for the Products and/or Services on the Client’s behalf in accordance with the activities detailed in the agreed PR Plan.
2.3 The PR Plan represents an agreed Scope of Work for the Agency to generate and manage promotional opportunities on behalf of the Client.
2.4 The Client and/or the Agency may suggest changes to the Activities detailed in the PR Plan during the Term. Any action of this sort will only be undertaken with the prior written agreement of both parties.
2.5 The PR Plan is based on an estimation of time taken to deliver the Activities, not the results produced as these cannot be guaranteed. The time allocation can occasionally be over or underestimated. The Agency will keep the Client regularly updated on time usage and may add or remove PR Activities as necessary to ensure the time is used effectively.
2. 6 The Agency requests payment for all hours worked, especially if additional work has been requested and undertaken.
3 CLIENT’S OBLIGATIONS
The Client agrees with the Agency throughout the Term:
3.1 to act dutifully and in good faith;
3.2 to supply sample products or services (subject to availability) in accordance with opportunities obtained by the Agency;
3.3 to support the Agency in promoting the Products and/or Services in the Territory in such manner as it considers appropriate and to supply the Agency with appropriate collateral as necessary;
3.4 to provide prompt up-to-date information and images about the Products and/or Services and to notify the Agency of any variations in the specification of the Products and/or Services or any changes in the range of Products and/or Services;
3.5 not to use the Intellectual Property of the Agency other than in accordance with this Agreement, this also includes any future use of the Intellectual Property obtained from the Agency;
3.6 to allow the Agency to refence the Client for the purposes of marketing and promoting the Agency, now and in the future.
4 AGENCY’S OBLIGATIONS
The Agency agrees with the Client throughout the Term:
4.1 to use all reasonable efforts as detailed in the PR Plan 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 Agency shall be paid an agreed fee by the Client as represented in the Quote for the agreed Term, running from ________________ . The fee shall be net of expenses;
5.2 The Agency shall collect pre-paid Fees from the Client at the start of every month, via Direct Debit, in monthly installments for retained clients, or in one lump sum if it’s a project;
5.3 The Client is obliged to sign a Direct Debit Mandate to pre-pay the fees according to the Plan; any applicable expenses will be accrued and added to the following months invoice;
5.4 Late Payment, if payment of Fees are late by 4 weeks without prior agreement, The Agency will pause working on the Client account, until the outstanding invoices are settled;
5.5 Late Payment, if payment of Fees are late
by 8 weeks there may be a reasonable fine added to the invoice in arrears;
5.6 Late Payment, if payment of Fees are late by 12+ weeks then The Consultancy reserves the right to pass the outstanding invoices over to a Debt Collection Agency.
6 TERMINATION
6.1 This Agreement shall continue until the expiry of the Term.
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 the Client ceases to be able to pay its debts in the ordinary course of its business or enters into an arrangement with its creditors;
6.2.2 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;
6.2.3 the Client goes into liquidation either compulsory or voluntary or if a receiver is appointed in respect of all or any of its assets;
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 in writing by both parties the Client remains liable for any outstanding Fees, costs and expenses on their account.
7 RENEWALS
7.1 Due to media lead times, Renewals need to be confirmed 3 months before the end of a plan to ensure that there is no drop in the quality and delivery of your services.
8 TERMINATION CONSEQUENCES
8.1 On the expiry or other termination of this Agreement the Agency 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 Agency’s possession, and to cease forthwith carrying on the Business.
8.2 If and to the extent that the Commercial Agents (Council Directive) Regulations 1993 apply, and provided that the Agency gives notice of its intention as such regulations require, the Agency 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 Agency’s Regulations. For the avoidance of doubt the Agency 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 Agency against any liability for breeches of trademark copyright or any other default relating to the Business.
9 CONFIDENTIALITY
The Agency 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.
10 NO PARTNERSHIP
The parties are not partners or joint venturers nor is the Agency an employee of the Client. The Agency 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.
11 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.
12 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.
13 DISPUTES
13.1 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