Terms of Business

1. Applicable law

1.1

These terms and conditions shall be governed by, and construed in accordance with, [English] law. The courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms and any matter arising from them. Each party irrevocably waives any right it may have to object to an action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

2. Limitation of liability

2.1

We will provide our professional services with all reasonable care and skill.

2.2

We cannot be responsible for matters outside our control such as a publication’s decision not to publish our work, an influencer’s decision not to engage, the public failing to attend an event, or similar.

2.3

The nature of our work is often time critical and we will not accept responsibility for losing any opportunities if you fail to respond to our enquiries or supply us with required information/assets in a timely manner.

2.4

Our work is not, unless there is a legal or regulatory requirement, to be disclosed to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. Any person who is not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.

3. Conflicts of interest, independence and confidentiality

3.1

You agree that we may act during this engagement for other clients whose interests are or may be averse to yours, subject of course to the obligations of confidentiality referred to below. We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.

3.2

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent.

3.3

Where you give us confidential information we shall keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements.

3.4

We reserve the right, for the purpose of advertising, training or for other business purposes, to mention that you are a client. We will not disclose any confidential information.

4. Data protection

4.1

The Data Protection Act (DPA) 2018 and the General Data Protection Regulations (GDPR) contain a number of requirements in relation to the processing of personal data.

4.2

We take your privacy and the privacy of the information we process very seriously. We will only use your personal information and the personal information you give us access to under this engagement to administer your account and to provide the services that you have requested from us.

4.3

Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under an enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

5. Secure communication and data transfer

5.1

We will communicate or transfer data using the following means:

• Email
• Phone
• Video call
• Text/WhatsApp
• In person

5.2

If you require us to correspond with you by email that is neither encrypted nor password protected, you agree to accept the risks associated with this form of communication.

6. Fees and commissions

6.1

Our fees are based upon the degree of responsibility and skill involved, the importance and value of the work/advice that we provide, the risk level, and the time necessary to complete the work.

6.2

Where we provide you with an estimate of our fees, then the estimate will not be contractually binding unless we state that this will be the case. Unless agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.

6.3

Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

6.4

Fees are charged monthly and payment must be received in advance of work being carried out. If fees are not received in time, the work may be delayed or not carried out at all and will not be refundable.

6.5

You may cancel your account at any time, providing a minimum of 60 days’ notice is given. Any fees already paid will not be refunded.

6.6

Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our engagement will be added to our invoices where appropriate.

6.7

All queries regarding our invoices must be made in writing within 7 days of the invoice date. Any invoice received by you and not queried will be deemed to be accepted as a reasonable charge for our services.

6.8

Regarding your affairs, if it becomes necessary for us to communicate with a regulator or public sector body, as a result of any statutory duty imposed upon us, we reserve the right to charge for time taken to fulfil these reporting duties, irrespectively of whether any communications occur during our engagement or after it has been terminated.

7. The best service

7.1

We aim to provide a high quality of service which is both efficient and effective at all times. If at any time you would like to discuss with us how our service to you could be improved or if you are concerned with the service which you are receiving please let us know by phone or email.

7.2

We will consider any comments carefully and promptly and to do all we can to explain the position to you. We undertake to do everything reasonable to resolve any problems and if you are still not satisfied you may cancel your account.

8. Retention of and access to records

8.1

Our policy is to destroy correspondence and other documents relating to your account which are more than six years old, other than documents which we consider to be of continued significance. Whilst we continue to act for you, documents that legally belong to you will be retained for the same period; however, if you require retention of any documents for any longer period, you must notify us of that fact in writing. On cessation of appointment, we reserve the right to destroy documents that legally belong to you after six months if you have not collected them.

9. Client identification

9.1

We are required to identify our clients for the purposes of media coverage licensing laws. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with this engagement.

10. Intellectual property rights

10.1

We will retain all copyright in any document prepared by us during the course of carrying out the engagement, save where the law specifically provides otherwise.

11. Cancellation of engagement

11.1

In the event of termination of this engagement, we will endeavour to agree with you arrangements for the completion of work in progress, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

Scope of Work

The scope of work is tailored to your project/campaign and is provided pre-appointment.