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.
The consultancy acts in all contracts as a principle at law.
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.
Disbursements and Expenses
The Consultancy fee shall be exclusive of the following disbursements and expense items relating to the agreed programme:
a Accommodation and subsistence
b Advertising artwork and mechanical items
c Design, artwork and print
d Direct mail
f Exhibition and display materials
g Film production
h Market research
i Media monitoring (radio, television and press)
j Courier services
k Newspaper and magazine subscriptions
l Photocopying and stationery
o Special events, meetings, conferences etc.
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 approval by the Client on design drafts or proofs (i.e., advertisements, brochures, newsletters) 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.
Oral approval by the Client on media relations drafts or proofs (i.e., news releases, feature articles) will be taken by the Consultancy as authorisation to proceed to publication.
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.
The Consultancy will prepare and check artwork for reproduction as carefully as possible. However, the Consultancy does not accept responsibility for any errors caused by the Client, themselves, or suppliers once the artwork has been passed to the Client's chosen supplier for print or production.
The copyright in all artwork, copy and other work 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.
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.
The Consultancy will archive and retain campaign work, proofs and artwork for a period of six years. After which it will be destroyed and securely disposed of.
a. 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 many 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 (as described in paragraph 5) 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.
b. 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 purpose 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.
In the event of a dispute between the Client and the Consultancy, and if it is the wish of both parties, the Association's Professional Practices Committee will examine any evidence provided and make recommendations for resolving the disagreement.
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.
Payment of Expenses
Two fundamental principles on which the Consultancy/Client financial relationship is based are:
i. The Consultancy shall finance its own operations, but not costs incurred on behalf of its clients.
ii. As principal at law, the Consultancy is held by suppliers as solely liable for payment.
It is, therefore, essential that the Consultancy is paid by the Client in good time to pay its suppliers. The Consultancy may consider the insertion of a clause implementing a percentage interest charge for late payment of invoices. The industry standard for late payment of invoices is 2% per month.
It is agreed that neither the Consultancy nor the Client will offer employment to employees of the aforesaid Consultancy or Client during the period of the contract or within 6 months of its cessation.
Invoices duly rendered and unpaid after three months will give the Consultancy the right to cancel the
contract forthwith without prejudice to outstanding liabilities.
All contracts between the Client and Consultancy will be governed by and construed in accordance with English Law.
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.
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.
The Consultancy may need to handle personal data as described under the General Data Protection Regulation (GDPR).
As data controllers the Consultancy will ensure that the information we hold about the Client and its representatives (e.g. email address, other contact details, purchasing records etc) is relevant, accurate and not excessive. The Consultancy will retain these records for six years post-engagement unless asked otherwise.
The Client is entitled to access any information the Consultancy holds about the Client. Formal requests should be made to the directors.
As data processors the Consultancy will keep the data supplied safe and secure and process it only in ways compatible with the purposes for which it was given initially. The Consultancy will keep the data only for one or more specified and lawful purposes.
We do not share or sell any of your details with third party companies, without your express permission and we will only email you or contact you about work-related matters.