Terms

1- Definitions and interpretation

1.1- In these Conditions, unless the context otherwise requires, the following words shall have the following meanings:

Client: means the person named on the Specification Sheet for whom the Consultant has agreed to provide the Services in accordance with these Conditions;

Conditions: means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Consultant and the Client;

Contract: means the contract for the supply of the Services;

Covering Letter: means the covering letter containing the list of Services attached;

Fee: means the fee payable by the Client to the Consultant as set out in the Specification Sheet; and

Services: means the services set out in the attached Specification Sheet.

1.2- In these Conditions the singular includes the plural and vice versa and any gender includes any other gender.

1.3- The headings do not form part of these Conditions and shall not be taken into account in their construction or interpretation.

2. Appointment

2.1 The Client agrees to engage the Consultant and the Consultant agrees to provide the Services to the Client.

2.2 The Client shall engage the Consultant (subject as provided in these Conditions) with effect from the Commencement Date and thereafter unless and until terminated by either party in accordance with condition 11.

3. Fee and expenses

3.1 In consideration of the Consultant providing the Services to the Client, the Client shall pay the Consultant the Fee (exclusive of VAT) together with all other out of pocket expenses described at condition 3.3 ('the Expenses') subject to the production to the Client of such vouchers or other evidence of actual payment of the Expenses as the Client may reasonably require, and to be payable in arrears in accordance with condition 3.2.

3.2 The Consultant shall render monthly invoices to the Client in respect of the Fee and Expenses payable in accordance with condition 3.1 and any VAT payable shall be shown separately on such invoices. The amounts so invoiced shall be payable by the Client within 28 days of the date of invoice without deductions of any kind.

3.3 The following Expenses when incurred reasonably and properly by the Consultant in the provision of the Services shall be reimbursed by the Client and paid to the Consultant with the Fee as described in condition 3.2:

3.3.1 travel, accommodation and subsistence;

3.3.2 advertising artwork and mechanical items;

3.3.3 design, artwork and print;

3.3.4 direct mail;

3.3.5 entertainment;

3.3.6 exhibition and display material;

3.3.7 video and film production;

3.3.8 market research;

3.3.9 media monitoring (radio, television and press);

3.3.10 messenger services;

3.3.11 photocopying and stationery (where bulk);

3.3.12 photography and prints;

3.3.13 postage, telephone and facsimile transmissions (where bulk);

3.3.14 press material production and bulk distribution; and

3.3.15 special events, meetings, and conferences etc.

4. Approvals and authority

4.1 The Consultant shall, except in exceptional circumstances, submit to the Client for specific approval:

4.1.1 draft press releases, articles, photographs and captions;

4.1.2 copy, layouts, artwork and scripts; and

4.1.3 cost estimates of the various items in the Programme.

4.2 The Consultant shall be entitled to take as authorisation to proceed to publication any written approval by the Client of drafts or proofs, and such approval will be taken as authorisation to enter into contracts with suppliers on the basis of estimates submitted.

4.3 The Consultant will take reasonable endeavours to comply with any requests from the Client to amend, halt, reject or cancel work in preparation, in so far as this is possible within the terms of its contractual obligations to suppliers.

4.4 The Consultant will only implement amendments or cancellations 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 Consultant.

5. Copyright

5.1 The copyright in all artwork, copy and all other products of the services rests with the Consultant unless duly assigned under the Copyright, Designs and Patents Act 1988.

5.2 On payment by the Client of the Fee and the Expenses to the Consultant, the Consultant shall grant the Client at no additional cost a non-exclusive licence to use in perpetuity any copyright vesting in the Consultant.

6. Confidential information

6.1 The Consultant will not disclose without the Client's prior written permission, during or after the term of appointment, any confidential information relating to the Client or the Client's business except upon the order of a court of law or as otherwise required by law.

6.2 Subject always to condition 6.1, the Client consents to the use by the Consultant of any general information regarding the Client and the Client's business gained during the Consultant's appointment.

7. Consultant's obligations

7.1 The Consultant warrants as follows:

7.1.1 that he will co-operate fully with the Client at all times;

7.1.2 that he will perform the Services with reasonable skill and care, and in accordance with industry practice;

7.1.3 that both he and all his employees and sub-contractors have the skill and expertise required to carry out the supply of the Services to the standards set out in the Specification Sheet; and

7.1.4 that he will not without the express consent of the Client represent parties whose interests directly conflict or compete with the interests of the Client.

7.2 Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8. Client's obligations

8.1 The Client undertakes to assist the Consultant in its performance of the Services by making available to the Consultant all relevant information.

8.2 The Client shall not without the express consent of the Consultant engage or use internal or external consultancy services other than those already advised during the term of the Consultant's appointment.

9. Mutual undertakings

Neither party shall, during the term of the Consultant's appointment or for a period of 6 months from the termination of the said appointment, solicit or entice away, or attempt to solicit or entice away by any means, any employee of the other.

10. Liability

10.1 If the Consultant fails to supply the Services for any reason other than any cause beyond the Consultant's reasonable control or the Client's fault, and the Consultant is accordingly liable to the Client, the Consultant's liability shall be limited to the excess (if any) of the reasonable cost to the Client (in the cheapest available market) of similar Services to replace those not provided over the price of the Services.

10.2 Except in respect of death or personal injury caused by the Consultant's negligence, the Consultant shall not be liable to the Client by reason of any representation (other than fraudulent misrepresentation) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of the Consultant, its employees or agents or otherwise) which arises out of or in connection with the supply of the Services, except as expressly provided in these Conditions.

10.3 The Client shall indemnify and keep indemnified the Consultant against any and all proceedings, claims, damages, losses, expenses or liabilities which the Consultant 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. Such material shall include press releases, articles, copy, scripts, artwork, detailed plans and programmes.

10.4 Goods or information made available by the Client to the Consultant for the purposes of demonstration or publicity, or for any other purpose arising from, or in connection with these Conditions, shall be and at all times remain at the sole and entire risk of the Client, and the Consultant shall not be the subject of any liability for it.

11. Termination

11.1 Either party may (without prejudice to its other rights) terminate the Contract by notice in writing to the other if:

11.1.1 the other commits a material breach of any of these Conditions provided that where such breach is capable of remedy it has been advised in writing of the breach and has not rectified it within 30 days of receipt of such advice; or

11.1.2 the other passes a resolution for voluntary winding up or a court of competent jurisdiction makes an order that such party be wound up except for the purposes of bona fide reconstruction while solvent; or

11.1.3 an administration order is made in relation to the other party or an appointment is made of a receiver, administrator or an administrative receiver over, or the taking possession or sale by an encumbrancer of, any of that other party's assets; or

11.1.4 the other makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally.

11.2 For the purposes of condition 11.1.1, a breach by either party of one of these Conditions shall be considered capable of remedy if time is not of the essence in performance of the obligation and if the party in breach can comply with the obligation within 30 days' notice.

12. General

12.1 Any notice to either party under these Conditions shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at or sent by pre-paid first class post, pre-paid recorded supply or facsimile or comparable means of communication to the address of the party as notified in writing from time to time.

12.2 Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it under the Contract by the other party without in any way prejudicing or affecting its rights in respect of any other liability or right not so released, compounded, compromised, waived or postponed.

12.3 No single or partial exercise or failure or delay in exercising any right, power or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under the Contract or otherwise.

12.4 To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

12.5 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

12.6 The headings in these Conditions are for convenience only and shall not affect their interpretation.

12.7 Unless expressly provided in the Contract, no term of the Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

12.8 English law shall apply to the Contract and the parties agree to submit for all purposes in connection with these Conditions to the exclusive jurisdiction of the courts of England.