Transition PR Ltd — terms and conditions
Eugenie Verney trades as Transition PR Ltd. These are Transition PR Ltd’s terms and conditions and they apply to any contractual agreement we may make with our clients. They are in full compliance with the Public Relations and Communications Association model agreement.
Please contact us if there is anything you need to clarify.
Any agreement made between Transition PR Ltd, a company registered in England and Wales with company number 9020669 whose registered office is at 9 Perseverance Works, Kingsland Road, London E2 8DD, and a Client, is subject to the following:
1 DEFINITIONS AND INTERPRETATION
1.1 The words defined in Schedule 1 shall have the meanings assigned to them in that Schedule.
1.2 All other defined words and phrases shall have the meaning given to them when they first appear in that form.
1.3 This agreement should be read in conjunction with the letter of appointment and relevant proposal.
2 APPOINTMENT AND TERM
Where the letter of appointment relates to an open-ended agreement:
2.1 The Client appoints Transition PR Ltd to carry out and Transition PR Ltd agrees to provide the Services in accordance with Schedule 2 for the Client in the United Kingdom in accordance with the terms and conditions of these Terms and Conditions, including any Proposal(s) prepared by Transition PR Ltd and Approved by the Client in accordance with Clause 2.2.
2.2 Details of any specific Projects proposed by Transition PR Ltd shall be set out in a standalone Proposal which once agreed between and signed by both parties, shall be incorporated into and form part of the letter of agreement. Each Proposal shall set out details of the Services to be provided by Transition PR Ltd in relation to the relevant Project.
2.3 The Agreement shall commence on the Commencement Date referred to in the letter of appointment and continue for an initial period of two months, unless terminated sooner by either party in accordance with Clause 18. After that initial period the Agreement shall continue in full force and effect (subject to Clause 18) unless and until terminated by either party giving not less than 1 month’s notice in writing to the other party. Notice to terminate cannot expire until the Initial Period has elapsed.
Where the letter of appointment relates to a single, standalone, Project:
2.4 The Client appoints Transition PR Ltd to carry out and Transition PR Ltd agrees to provide the Services to the Client in relation to the Project described in Schedule 2 and in accordance with the terms and conditions of this Agreement.
2.5 This Agreement shall commence on the Commencement Date and, unless terminated sooner in accordance with Clause 18 below, shall continue in full force and effect until the completion in relation to the Project.
Termination for breach or insolvency is dealt with in Clause 18.
3.1 The Client shall not engage any third party to provide services in the UK during the Term that compete with or are similar to those supplied by Transition PR Ltd.
3.2 Without prejudice to the requirements of the PRCA Professional Charter, Transition PR Ltd agrees that it shall not represent any company or organisation whose interests conflict or compete with those of the Client without the Client’s express prior written consent.
4 TRANSITION PR LTD’S RESPONSIBILITIES
4.1 Transition PR Ltd shall perform the Services with reasonable skill and care, to a standard to be reasonably expected from a competent and professional supplier of copywriting and public relations services.
4.2 Transition PR Ltd agrees with the Client:
4.2.1 to work diligently to protect and promote the interests of the Client at all times;
4.2.2 to act loyally and faithfully towards the Client in all matters;
4.2.3 to advise the Client of all its key meetings, discussions and correspondence with representatives of the media concerning the Client; and
4.2.4 to co-operate where appropriate with any advertising, digital, or other non-conflicting services agencies engaged by the Client during the Term.
4.3 Contact reports providing each party with a written record of all matters of substance discussed at meetings or in telephone conversations between the parties will be supplied by Transition PR Ltd to the Client within 5 working days following the meeting or conversation. If the subject matter of a contact report is not questioned by the Client within 5 working days of its receipt, it will be taken to be an accurate record of the meeting or telephone conversation to which it refers.
4.4 Transition PR Ltd may appoint sub-contractors to perform any of the Services. Transition PR Ltd acknowledges that such sub-contracting shall not release Transition PR Ltd from any of its contractual obligations under this Agreement and Transition PR Ltd shall remain fully responsible for the performance of such Services.
4.5 Transition PR Ltd shall use reasonable care and skill in the selection and appointment of suppliers and the agreement of the terms and conditions of such appointment. Should the Client request, Transition PR Ltd will obtain more than one quote for a particular supply and discuss these with the Client before placing an order. Transition PR Ltd shall obtain the Client’s consent before commissioning services from any company in which Transition PR Ltd has a financial interest, such consent not to be unreasonably withheld or delayed.
5 RESPONSIBILITIES OF THE CLIENT
5.1 The Client undertakes promptly to provide Transition PR Ltd with all information, assistance and materials that Transition PR Ltd requests from time to time to facilitate the proper and timely performance of the Services. In particular (but without limitation) the Client agrees to:
5.1.1 notify Transition PR Ltd of any inquiries from the media;
5.1.2 advise Transition PR Ltd well in advance of any major events in the Client’s business such as the launch of a new product or service and/or the opening of any new premises;
5.1.3 to permit Transition PR Ltd (by its representatives) to attend meetings, when reasonably necessary, with any advertising, digital, or other services agencies and other advisers engaged by the Client.
5.2 The Client warrants that:
5.2.1 to the best of its knowledge and belief, all information provided by it to Transition PR Ltd is accurate and complete; an
5.2.2 that the Client is entitled to provide such information, and any photography, artwork, literature or other materials provided by or on behalf of the Client for use by Transition PR Ltd without recourse to any third party.
5.3 The Client agrees not to discuss Projects created by Transition PR Ltd to any reasonably significant extent with any representative of the media other than through or with the knowledge of Transition PR Ltd.
6.1 At the beginning of the contractual arrangement, Transition PR requires the Client to commit to an initial minimum payment payable by BACS transfer as soon as the project’s scope, duration, and operational details are agreed and before work begins. Remaining fees are due for payment as per the contract agreed with the Client and are, subject to the Client’s consent, collected via GoCardless.
6.2 The initial minimum payment may cover more than one Client project and further projects will be agreed between Transition PR Ltd and the Client EITHER at the time of initial appointment OR on completion of the initial Project and any further Projects covered by the initial payment.
6.3 When Transition PR Ltd has delivered services to the full value of the initial payment, further services can be negotiated EITHER on a project-by-project basis OR on a monthly retainer basis. Rates and payment detail will be set out in a relevant tailored Proposal.
6.4 If it is agreed that work shall be undertaken outside the UK, or that Transition PR Ltd shall provide services that are outside the scope of the agreed Services, or that the scope of an agreed Project shall be extended, Transition PR Ltd reserves the right to charge a further fee for any such additional work. Any such additional fee shall be subject to the Client’s prior written Approval, such Approval not to be unreasonably withheld, conditioned or delayed.
6.5 Payment Terms are detailed in Clause 8 below.
7 OPERATING EXPENSES AND PROGRAMME COSTS
7.1 In addition to the Fees, Transition PR Ltd shall charge the Client for the items set out below.
7.2 Expenses: Expenses including couriers, media monitoring, specialist subscriptions, travel, accommodation and subsistence (in accordance with the Client’s travel policy, if any) incurred specifically in the performance of the Services shall be charged to the Client at cost.
7.3 Project Costs: Costs for goods and services bought from third party suppliers on behalf of the Client (other than Expenses), including photography, reproduction, artwork, design, printing, advertising, market research, exhibition and display materials, media distribution and major mailings, artiste/celebrity fees, evaluation, venues, legal advice and any other third party costs approved by the Client in advance (“Project Costs”) shall be charged to the Client at cost.
7.4 Transition PR Ltd will invoice the Client on a calendar month basis for all Expenses and Project Costs, with payment due within 14 days of the invoice date.
7.5 The Client shall receive the benefit of all commissions, discounts and rebates derived from the handling by Transition PR Ltd of the Services under this Agreement.
8 PAYMENT TERMS
8.1 The Client reserves the right to withhold payment of any invoice or part of an invoice which is not in accordance with this Agreement. On receipt of any such invoice the Client shall immediately notify Transition PR Ltd in writing of the reason for such withholding and pay the undisputed part of such invoice.
8.2 All sums referred to shall be payable in full without deduction, withholding or set-off and are exclusive of VAT and any other duty or tax which shall (if and to the extent applicable) be payable by the Client.
8.6 If Transition PR Ltd is required to make a cost commitment or payment in excess of £250 in order to complete an agreed project or Project, the Client shall be required to provide Transition PR Ltd with sufficient funds prior to the payment or commitment being made.
8.7 The Client shall be liable to pay interest on any overdue amount at an annual rate of 2% above the prevailing base rate of HSBC plc, which interest shall accrue on a daily basis from the date payment becomes due until the date that Transition PR Ltd has received payment of the overdue amount together with all accrued interest. This right extends to any part of an invoice of which payment is withheld under 8.1 should it subsequently be established that the amount in question was invoiced in accordance with this Agreement.
8.8 Transition PR Ltd, and/or persons or companies acting on its behalf, or as agents, reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding monies and property from the Client.
8.9 The cost to Transition PR Ltd of materials or services purchased overseas for the Services may be more or less than the cost anticipated at the date when Transition PR Ltd ordered the relevant materials or services (or obtained the Client’s approval for such costs) as a result of fluctuations in the rate of currency exchange. If so, Transition PR Ltd shall charge the Client at the rate of currency exchange in operation on the date Transition PR Ltd pays for the relevant materials or services, which shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times.
9 APPROVALS AND AUTHORITY
9.1 Any reference to the Client’s “Written Approval” shall mean Written Approval by directors or employees of the Client authorised to approve Transition PR Ltd’s work and/or expenditure . The Client shall notify Transition PR Ltd in writing of any change to the Authorised Persons during the term of this Agreement. Transition PR Ltd shall not be responsible for any delay in the performance of the Services resulting from the unavailability of an Authorised Person to provide Written Approval.
9.2 For the purposes of this Agreement, Written Approval shall mean approval signified by:
9.2.1 any letter or purchase order from the Client bearing the signature of an Authorised Person; or
9.2.2 oral approval given by an Authorised Person or email emanating from the individual business email address of an Authorised Person provided such oral or email approval is confirmed in writing within two Working Days by way of a written report from Transition PR Ltd to the Client; or
9.2.3 the signature of an Authorised Person on Transition PR Ltd’s documentation.
9.3 After obtaining general Written Approval of Project plans, Transition PR Ltd shall submit to the Client for specific approval all items of written content, digital and/or print.
9.4 Written Approval by the Client of drafts and proofs for print shall be taken by Transition PR Ltd as authorisation to proceed to publication and Written Approval of estimates provided by suppliers shall be the Client’s authorisation for Transition PR Ltd to enter into contracts with such suppliers on the basis of such estimates.
9.5 Transition PR Ltd shall take all reasonable steps to comply with any requests from the Client to amend or halt any plans or to cancel any schedules or work in progress, insofar as this is possible within the scope of its contractual obligations to its suppliers. Any amendments or cancellation shall be implemented by Transition PR Ltd provided that the Client shall be responsible for any costs or expenses incurred or to which Transition PR Ltd is committed prior to, or as a result of, the cancellation or amendment. The Client shall also pay Transition PR Ltd’s Fees covering the cancelled or amended Services, as well as any charges imposed on Transition PR Ltd by third parties arising from the cancellation or amendment.
9.6 The Client undertakes to notify Transition PR Ltd forthwith if the Client considers that any statement made in any document submitted by Transition PR Ltd to the Client for approval is incorrect or misleading in any way, or is likely to give rise to any claim or action, whether for defamation or otherwise.
9.7 The Client shall keep Transition PR Ltd fully indemnified against any costs, claims, proceedings or demands arising out of or in connection with any material prepared for the Client by Transition PR Ltd and approved by the Client prior to publication or transmission.
10 USE OF WORK
10.1 Work carried out as part of the Services shall not be used by the Client for any purpose other than that for which it was commissioned. Draft or incomplete work shall not be used or published as finished work without Transition PR Ltd’s prior written approval.
11.1 No modifications or alterations to any work created for the Client may be made without Transition PR Ltd’s prior written consent. Any agreed modifications or alterations shall only be carried out by Transition PR Ltd or under its supervision and shall be paid for at a rate agreed between the parties in writing in advance. Reprints of printed marketing materials ordered by the Client shall not differ in any way from the originals supplied without Transition PR Ltd’s prior written consent.
12 RELATIONSHIP EVALUATION
Where the letter of appointment relates to an open-ended agreement:
12.1 The parties will conduct a full two-way evaluation and review of their relationship every six months. Any resulting changes agreed to the Services, the remuneration or any other aspect of this Agreement shall be agreed in writing, failing which the arrangements in place at the time of the evaluation, including (without limitation) those concerning Transition PR Ltd’s remuneration, will continue to apply.
13.1 Transition PR Ltd shall maintain Records in respect of all expenditure that is reimbursable by the Client under this Agreement.
13.2 Transition PR Ltd will allow the Client by its own personnel or by an Independent Auditor access to all the Records during the Term and for 12 months afterwards. Any such access for the purposes of auditing or otherwise inspecting the Records shall be on not less than 14 days’ written notice at any time during normal business hours provided that, in the absence of exceptional circumstances, Transition PR Ltd shall not be obliged to allow such access or inspection more than once during any 12-month period.
13.3 The Client and Consultancy shall meet together with the Independent Auditor not less than 3 Working Days prior to the start of any audit and agree the scope of that audit in writing. Should any audit or inspection of the Records by the Client reveal that the Client has been overcharged Transition PR Ltd shall reimburse to the Client the amount of the overcharge within 14 days.
13.4 Once the Records for any period have been inspected by the Client in accordance with this Agreement, the Client shall not inspect the Records for that period again unless there are reasonable grounds to suspect fraudulent activity has occurred. For the avoidance of doubt, this right of audit shall not extend to payroll and personnel records, or records relating to any of Transition PR Ltd’s other clients.
13.5 Transition PR Ltd will afford to the Client all reasonable assistance in the carrying out of such audit. The Client and its auditor will ensure that any information obtained in the course of the audit concerning Transition PR Ltd’s business is kept in the strictest confidence and not used for any purpose other than the proper conduct of the audit.
14 COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
14.1 It is the intention of the parties that the Client should own the Rights in any Materials. To that end, Transition PR Ltd shall on the Client’s written request sign an unconditional assignment with full title guarantee of all Rights in Materials created for the Client under the Agreement.
14.2 Transition PR Ltd shall inform the Client as soon as possible if it intends to incorporate any Third Party Material in the Project(s). Transition PR Ltd will use its reasonable endeavours to obtain an unconditional written assignment to the Client of all Rights in any such Third Party Materials at pre-agreed cost to the Client. Transition PR Ltd shall notify the Client in writing if no such assignment of the Rights in such Third Party Materials can be obtained on reasonable terms. The Client shall then decide whether it still wishes the relevant Third Party Materials to be used in the Project(s), and if so, Transition PR Ltd shall negotiate with the owner of such Rights to obtain such usage rights as Transition PR Ltd reasonably believes will be required at the time of such negotiations. Transition PR Ltd shall grant to the Client (at the Client’s expense) only such Rights in any Third Party Materials as Transition PR Ltd is permitted by the relevant Third Party to grant to the Client.
14.3 Transition PR Ltd shall ensure that all Moral Rights in Transition PR Ltd Material and Third Party Material are waived, but if this is not possible in respect of any Third Party Material, Transition PR Ltd will discuss this with the Client in advance of concluding the relevant commissioning contract and proceed as agreed.
14.4 Notwithstanding Clause 14.1 above, Transition PR Ltd may use any of the Materials for the purposes of internal training or, with the Client’s prior consent (such consent not to be unreasonably withheld or delayed), in the promotion of Transition PR Ltd.
15 CONFIDENTIAL INFORMATION
15.1 The parties acknowledge a duty not to disclose during or after the Term, without the other’s prior written permission, any confidential information either concerning the other’s business, its business plans, customers or associated companies or resulting from studies or surveys commissioned and paid for by the Client. The parties also acknowledge that the terms and conditions of this Agreement including (without limitation) those relating to Transition PR Ltd’s remuneration are confidential information and cannot be disclosed without the prior written approval of the other party, except to an Independent Auditor pursuant to an audit in accordance with Clause 13 of this Agreement.
15.2 During and after the Term, Transition PR Ltd acknowledges its responsibility to treat in complete confidence all the marketing and sales information and statistics relating to the Client’s business with which the Client may supply Transition PR Ltd in the course of any work for the Client.
15.3 From now on in this Clause 15 “Information” shall be used to describe the categories of information referred to in sub-Clauses 15.1 and 15.2.
15.4 Transition PR Ltd shall, where so requested by the Client, impose obligations in terms equivalent to those in sub-Clauses 15.1 and 15.2 on its own personnel and obtain written assurances from any third parties to whom Information has to be disclosed in order to enable Transition PR Ltd to carry out its obligations under this Agreement.
15.5 For the avoidance of doubt, the restrictions in this Clause 15 shall not prevent:
15.5.1 the disclosure or use of Information in the proper performance of Transition PR Ltd’s duties;
15.5.2 the disclosure of Information if required by law; or
15.5.3 the disclosure of Information which has come into the public domain otherwise than through unauthorised disclosure.
15.6 The Client acknowledges that nothing in this Agreement shall affect Transition PR Ltd’s right to use as it sees fit any general intelligence gained by Transition PR Ltd in the course of its appointment.
15.7 Following consultation with the Client, Transition PR Ltd may advertise or publicly announce that it is undertaking work for the Client pursuant to this Agreement, subject to obtaining the Client’s prior approval, such approval not to be unreasonably withheld or delayed.
16.1 If there is an error in Transition PR Ltd Materials or the Third Party Materials as published, or publication is delayed or does not occur as planned, Transition PR Ltd will not be liable unless this is caused by its default or neglect.
16.2 Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this Agreement, the party in breach shall indemnify the other subject to the provisions of Clause 16.5.
16.3 Transition PR Ltd warrants that to the best of its knowledge and belief the publication of Transition PR Ltd Materials and/or the Third Party Materials shall not infringe any third party rights or be in any other way contrary to law in the United Kingdom other than as contained in any legal or other advice provided to Transition PR Ltd and communicated to the Client.
16.4 Transition PR Ltd warrants that its personnel working on the Services are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to perform the Services.
16.5 Nothing in this Agreement shall exclude or in any way limit Transition PR Ltd’s liability for fraud or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this:
16.5.1 Transition PR Ltd shall not be liable for: (i) any loss or damage suffered by the Client arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond Transition PR Ltd’s reasonable control; or (ii) any delay in or omission of publication or transmission or for any error in any press or other publication unless such delay, omission or error is due to its own default or neglect;
16.5.2 Transition PR Ltd shall not be liable for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known; and
16.5.3 Transition PR Ltd’s maximum aggregate liability to the Client under or in connection with this Agreement whether such claim arises in contract or in tort (including negligence), or otherwise shall in no circumstances exceed £1 million.
16.6 This Agreement states the full extent of Transition PR Ltd’s obligations and liabilities in respect of the Materials and the performance of the Services. The parties agree that any condition, warranty, representation or other term concerning the Materials and/or the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
16.7 The Client shall effect insurance as is suitable having regard to its particular circumstances and the terms of this Clause 16.
16.8 Warranty and Indemnity: The Client warrants that to the best of its knowledge, information and belief, all information supplied to Transition PR Ltd before, during and after the Term shall be accurate and not in any way contrary to English law. The Client shall indemnify and keep indemnified Transition PR Ltd from and against any and all proceedings, claims, damages, losses, costs, expenses (including legal costs and expenses) and liabilities which Transition PR Ltd may incur or sustain as a direct or indirect result of or in connection with any information, representation, reports, data or material supplied or prepared by the Client. Such material shall include but not be limited to press releases, articles, copy, scripts, advertisements, designs, artwork and detailed plans or programmes.
16.9 Client’s Property: Transition PR Ltd shall take reasonable care of any property belonging to the Client and made available to Transition PR Ltd for the purpose of this Agreement and shall mark or otherwise identify the Property as being the property of the Client. Subject to the foregoing, such property shall be at all times at the sole and entire risk of the Client, and Transition PR Ltd shall not be subject to any other liability for it.
16.10 With regard to materials created in the course of providing the Services:
16.10.1 such materials retained by Transition PR Ltd shall, at all times, whilst in Transition PR Ltd’s possession, be insured by Transition PR Ltd against loss or damage; and
16.10.2 the Client shall insure such materials against loss or damage when in transit between Transition PR Ltd and the Client or any third parties for the purposes of production or publication and when in the possession of those third parties.
17 EMPLOYMENT RESTRICTION
17.1 During the Term and for six months after termination of this Agreement, neither party shall, without the written consent of the other, solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person who is employed by the other or has been employed by the other during the preceding six months, and who has been involved with the Services under this Agreement, to terminate their employment with the other party.
17.2 If Transition PR Ltd consents to a member of Transition PR Ltd’s staff joining the Client pursuant to Clause 17.1, Transition PR Ltd may charge a fee in consideration for such consent. Such fee shall be equivalent to 20% of the gross annual salary that shall be paid by the Client to that employee by the Client. Transition PR Ltd shall invoice the Client immediately upon the commencement of the employment of the relevant employee by the Client and such invoice shall be payable by the Client immediately upon presentation.
18.1 Either party may terminate this Agreement by service of notice in accordance with Clause 2.
18.2 If payment is not made by the Client to Transition PR Ltd in accordance with Clause 8 above and the Client shall not have remedied the breach within 14 days of written notice to do so, Transition PR Ltd shall have the right to terminate this Agreement immediately by service of notice in writing.
18.3 In addition to Transition PR Ltd’s rights under Clause 18.2, either party may terminate this Agreement forthwith upon written notice to the other in the event of:
18.3.1 any material breach of this Agreement by the other party, which breach is not remedied (if capable of remedy) within 30 days after the service of a written notice specifying the nature of the breach and the steps required for its remedy;
18.3.2 the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt; or ceases or threatens to cease to carry on business.
18.4 The termination of this Agreement shall be without prejudice to the accrued rights of either party in respect of any prior breach of this Agreement, including (without limitation) the liability of the Client to Transition PR Ltd for all Fees, Operating Expenses and Programme Costs due in respect of Services performed up to the effective date of termination.
19 PRCA PROFESSIONAL CHARTER
19.1 As a registered member of the Public Relations Consultants Association (PRCA), Transition PR Ltd shall abide by the Professional Charter and shall be subject to the PRCA Arbitration and Disciplinary Procedures.
20 FORCE MAJEURE
20.1 Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (hereinafter, an “event of force majeure”) provided the same arises without the fault or negligence of such party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.
20.2 Immediately upon becoming aware of any event of force majeure, the affected party shall notify the other party of the manner and extent to which its obligations are likely to be prevented or delayed and the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the event of force majeure.
20.3 If any event of force majeure continues for a period of or exceeding two months, either party may terminate this Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination.
21 COMPLIANCE WITH THE DATA PROTECTION ACT AND OTHER LAWS
21.1 In performing its obligations under this Agreement, each party shall comply with the requirements of all legislation in force from time to time including, without limitation, the Data Protection Act 1998.
21.2 If Transition PR Ltd is engaged to create Financial Promotions (as defined in Clause 21.3.2 below) from time to time pursuant to this Agreement, it does so on the basis set out in sub-Clauses 21.3 to 21.6 below.
21.3 For the purposes of this Clause 21:
21.3.1 “authorised person” shall have the meaning set out in as section 31 of the Financial Services and Markets Act 2000 (rather than the meaning set out in Clause 9 of this Agreement); and
21.3.2 “Financial Promotion” means any material created by Transition PR Ltd for the Client pursuant to this Agreement that comprises or includes an invitation or inducement to engage in investment activity (as those terms are from time to time interpreted for the purposes of the FSMA); 21.3.3 “FSMA” the Financial Services and Markets Act 2000 together with any rules, orders, regulations, codes of practice and delegated legislation made thereunder from time to time.
21.4 The Client shall be responsible for ensuring that it, and every Financial Promotion, complies with the FSMA and all relevant rules, regulations and guidance issued by Financial Conduct Authority from time to time (including without limitation the “Conduct of Business Sourcebook”, as amended from time to time).
21.5 The Client warrants in relation to each Financial Promotion that:
21.5.1 the Client is an authorised person and that such Financial Promotion will be seen and approved by the Client for the purposes of section 21 of the FSMA prior to being communicated to any person; or
21.5.2 if the Client is not required to be an authorised person, that such Financial Promotion will be approved by an authorised person for the purposes of section 21 of the FSMA prior to being communicated to any person; or
21.5.3 such Financial Promotion is otherwise permitted by the FSMA.
21.6 For the purposes of Clauses 21.5.1 and 21.5.2, a Financial Promotion shall not be treated as having been “communicated to any person” by virtue solely of its having been communicated to the personnel and/or professional advisers of the Client and/or Transition PR Ltd for the purposes of the performance of this Agreement.
21.7 If the Client authorises Transition PR Ltd to publish, transmit or release any price sensitive information (“Financial Information”) pursuant to this Agreement, it does so on basis set out in Clauses 21.8 to 21.10 below.
21.8 The Client acknowledges and agrees it is solely responsible for the preparation of the Financial Information, and for any errors or omissions contained therein, and that the Financial Information has not been proofed or approved by Transition PR Ltd.
21.9 The Client warrants and agrees that the Financial Information (and any part of it):
21.9.1 is accurate and not false, misleading or deceptive;
21.9.2 does not conceal any material facts; and
21.9.3 complies (and its publication, transmission or release shall comply) with all applicable laws, regulations and codes of practice whether in force in England or elsewhere, including without limitation the FSMA.
21.10 Without prejudice to any other indemnity under this Agreement, the Client hereby agrees to indemnify Transition PR Ltd (including its directors, officers and employees) against all losses, damages, liabilities and expenses (including legal expenses) which Transition PR Ltd may incur or sustain directly or indirectly as a result of any claims, demands, civil or criminal proceedings or disciplinary action brought against Transition PR Ltd by the Financial Conduct Authority or any other person or organisation which arise as a result of or in connection with any of the Financial Information, any publication, transmission or release of the Financial Information or any breach by the Client of the terms set out in this Clause 21.
22.1 The following Clauses shall survive the end of the Term: Clause 14 Copyright and other Intellectual Property Rights Clause 15 Confidential Information Clause 16 Liability Clause 17 Employment Restriction Clause 21 Compliance Clause 23 Notices Clause 24 Dispute Resolution Clause 25 General
23.1 Any notice, invoice or other communication which either party is required or permitted by this Agreement to serve on the other party shall be sufficiently served if sent to the other party at its specified address at Clause 1 (or such other address as is notified to the other party in writing) as follows:
23.1.1 by email, confirmed by post as per 23.1.2;
23.1.2 by registered or first class post or recorded delivery; or
23.2 Notices sent by registered post or recorded delivery shall be deemed to be served three (3) working days following the day of posting. Notices sent by email shall be deemed to be served on the day they are sent if sent before 17:00. on a working day, but otherwise on the next following working day.
24 DISPUTE RESOLUTION
24.1 Subject to Clause 24.3, if any claim or dispute arises under or in connection with this Agreement, the parties shall attempt to settle such claim or dispute by negotiation prior to commencing legal proceedings.
24.2 If any claim or dispute cannot be settled by negotiation within  days after either party has made a written offer to the other party to negotiate a settlement to such claim or dispute, the parties may attempt to resolve the claim or dispute, if appropriate, in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the parties have not settled any claim or dispute by mediation within 42 days from the initiation of the mediation, the dispute shall be referred to and finally resolved by the courts in accordance with Clause 25.7
24.3 Nothing in this Agreement shall restrict or exclude the right of either party to seek injunctive relief against the other party or to resolve any dispute in accordance with Clause 25.7 without prior negotiation or mediation.
25.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
25.2 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
25.3 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
25.4 Any valid alteration to or variation of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer.
25.5 Neither party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed.
25.6 This Agreement and the documents referred to in it (the ‘Contractual Documentation’) constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement, whether oral or in writing. The parties agree that neither of them have been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement. The only remedy available to the parties in connection with any statements, representations, warranties and understandings expressly set out in this Agreement shall be for breach of contract as provided in this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
25.7 This Agreement shall be governed by and construed in accordance with the law of England and Wales and each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
Definitions and Interpretation
1 In this Agreement, the following words have the following meanings:
“Agreement” means these Terms and Conditions of Business, together with the Schedules and the agreed Proposal(s), if any; “Project” means the individual project(s) to be undertaken by Transition PR Ltd in the delivery of the Services;
“Commencement Date” means the date specified in Clause 2;
“Consultancy Material” means any finished press releases and all other press and publicity materials created by the directors or employees of Transition PR Ltd in the course of their employment and for the Client pursuant to this Agreement, provided that such material is approved by the Client;
“Fees” means the fees payable to Transition PR Ltd for the Services in accordance with Clause 6;
“Independent Auditor” means a firm or person whose remuneration is not directly or indirectly linked with the outcome of any audit of the Agency and who has never been an employee of the Agency;
“Initial Period” means the period specified in Clause 2;
“Moral Rights” means all rights described in Part I, Chapter IV of the Copyright Designs and Patents Act 1988 and any similar rights of authors anywhere in the world;
“Operating Expenses” means the House/Office Costs and the Expenses;
“Proposal” means Transition PR Ltd’s detailed written description of a Project, as agreed with the Client;
“Records” means such accounts and records maintained by Transition PR Ltd of all expenditure which is reimbursable by the Client under this Agreement and as are reasonably necessary for the purpose of enabling the Client to conduct an audit of that expenditure;
“Rights” means any copyright, design right, registered design right, patent, performer’s property right, trade mark, database right or any similar right exercisable in any part of the world, including any application for registration therefor;
“Services” means the public relations services Transition PR Ltd shall perform for the Client and specified in Schedule 2;
“Term” means the period from the Commencement Date until the termination of this Agreement;
“Territory” means the United Kingdom;
“Third Party Materials” means press and publicity materials, photographs, films, sound recordings and all other materials created by a third party (excluding directors or employees of either Transition PR Ltd or the Client), regardless of whether such material is already in existence at the time that it is desired to make it use of it for the purposes of the Client’s public relations or is commissioned by Transition PR Ltd for the Client’s public relations during the Term;
“Working Day” means a day (other than a Saturday or a Sunday) on which the clearing banks in the City of London are open for business;
2 In this Agreement Clause headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement. Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders and references to Clauses and Schedules are to clauses of and schedules to this Agreement. 3 References to any statute or statutory provision include references to that statute or statutory provision as from time to time amended, extended or re-enacted and to any rules, orders, regulations and delegated legislation made thereunder.