Standard Terms and Conditions of TTA Public Relations Limited

1. GENERAL

1.1  The provision of public relations consultancy, ("the Services") by TTA Public Relations Limited ("TTA"), and subsidiary companies is subject to the following terms and conditions.  Special terms and conditions shall be of no effect unless they are expressly agreed in writing by a director or other duly authorised representative of TTA. These terms and conditions may only be varied by the written agreement of both parties.
1.2  The rights and obligations of TTA and the Client under this Agreement cannot be transferred to any other person, without the written consent of the other party.

2. APPOINTMENT

2.1  The Client appoints TTA to act on its behalf in carrying out the Services, together with any other services that may be agreed.
2.2  This agreement shall continue until terminated by three months' notice in writing by either party to the other.

3. FEES

3.1  The fee payable to TTA shall be payable by quarterly instalments in advance unless it is for a project for less than 3 months in which case it is payable in full in advance (the "Consultancy Fee").
3.2  The Consultancy Fee is subject to review on each anniversary of the commencement of this agreement, and will increase by a percentage at least equal to the percentage increase of the retail price index for the preceding year.
3.3  In the event of the termination of this agreement, the Consultancy Fee shall continue to be payable during the notice period, whether or not TTA is required by the Client to perform the Services during that period.
3.4  If it is agreed that work shall be undertaken outside the agreed territory or on projects which are outside the scope of the Services, TTA reserves the right to charge a further fee for any such additional work.
3.5  All fees are calculated on information supplied to TTA by the Client. TTA reserves the right to increase fees and costs accordingly if any of this information is incomplete or misleading, or if the Client's objectives or plans are subsequently amended, which would lead to an increase in the work required by the Client from TTA, TTA reserves the right to increase the fees accordingly.  All such fee and cost increases shall be subject to the Client's approval.
3.6  Unless otherwise agreed TTA shall receive the benefit of all commissions, discounts, rebates and unbilled media, including any volume based discounts that arise from TTA's total business across client accounts.
3.7  All fees payable to TTA are subject to the addition of Value Added Tax where appropriate at the prevailing rate from time to time.
3.8  All payments by the Client to TTA under or in connection with the Services will be made without set-off or counterclaim, free and clear of and without deduction for or on account of any taxes due.

4. DISBURSEMENTS & THIRD PARTY COSTS

4.1  The Consultancy Fee is exclusive of all disbursements and third party costs incurred by TTA on behalf of the Client. 
4.2  Disbursements include (but are not limited to) collections and deliveries, travel, hospitality, accommodation and subsistence, telephone calls, cables, telex facsimile, postage, press cuttings, stationery and photocopying, radio and television monitoring and copyright assignment fees.  All disbursements will be invoiced monthly in arrears.
4.3  Third Party Costs include web site design, venue hire, hospitality and outsourced support and will only be incurred with the prior agreement of the Client. All Third Party Costs will be subject to a handling charge and payable in full in advance.
4.5  TTA acts as the Client's agent when incurring expenditure in relation to the Services and the Client is responsible for the correct tax treatment of all such Disbursements and Third Party Costs.

5. PAYMENT

5.1  All fees, charges and expenses will be quoted and invoiced in sterling and payment shall be made in sterling to TTA, within 28 days of the submission of the invoice.  Invoice queries must be notified in writing within 14 days of invoice.
5.2  TTA reserves the right to charge interest at the rate of 4% above the base rate of Lloyds TSB per month or part of a month on any invoice remaining unpaid 28 days from the date of presentation.
5.3  Without prejudice to Clause 7, in the event that any invoice or part of any invoice remains unpaid 28 days from the date of presentation, TTA may suspend the agreement with immediate effect by written notice to the Client. Such suspension will continue until receipt of the unpaid monies or termination of the agreement.

6. AMENDMENTS AND CANCELLATIONS

Any amendments to or cancellation of the Services requested by the Client shall be implemented by TTA on the understanding that the Client shall be responsible for any costs or expenses incurred or committed prior to, or as a result of, the cancellation or amendment.  The Client shall also pay TTA's fees covering the cancelled or amended Services, as well as any charges imposed on TTA by third parties arising from the cancellation or amendment.

7. TERMINATION BY BREACH

7.1  In addition to any other rights or remedies, a party ("Initiating Party") may terminate this agreement with immediate effect by written notice to the other party "Breaching Party" on, or at any time after, the occurrence of an event specified in clause 7.2.
7.2  The events are:
7.2.1  the Breaching Party committing an irremediable material breach of this agreement; or
7.2.2  the Breaching Party committing a remediable material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving reasonable details of the breach and requiring the Breaching Party to remedy the breach and stating that a failure to remedy the breach may give rise to termination under clause 7; or
7.2.3  the Breaching Party committing repeated breaches (not being individually material) of this agreement the cumulative effect of which constitutes a material breach and/or being sufficient to justify the inference that the Breaching Party would continue to deliver a sub-standard service in relation to a material provision of this agreement; or
7.2.4  the Breaching Party passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect;
7.2.5  the Breaching Party (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies;
7.2.6  the Breaching Party becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or ceases, or threatens to cease, to carry on business.
7.3  The termination of this agreement for any reason shall not affect those provisions having effect after termination including, without limitation, clauses 8, 9, 10, 11, 12.
7.4  The termination of this agreement for any reason shall not affect any right or remedy arising from any breach of these terms and conditions which took place prior to such termination.

8. INTELLECTUAL PROPERTY

8.1  The parties shall retain all rights in their intellectual property, their proprietary materials and their methodologies.
8.2  Without prejudice to clause 8.1, any intellectual property rights subsisting in all artwork, copy and other work produced by or assigned to TTA in connection with the Services rests with TTA, unless duly assigned under the Copyright Design and Patents Act 1988.  On payment in full by the Client of all amounts owing to TTA, any intellectual property capable of assignment and lawfully assigned by subcontractors and their agents to TTA and TTA's own intellectual property may be assigned to the Client unless other arrangements are made.

9. WARRANTIES AND INDEMNITY

9.1  The Client warrants that all information supplied to TTA by authorised personnel of the Client in connection with the Services before and during the term of this agreement shall be accurate and not in any way contrary to any applicable law.
9.2  TTA warrants that any work created under this agreement shall not infringe the copyright of any third party or be unlawful.
9.3  TTA warrants that its personnel working on the Services are and shall be competent and suitable to perform the Services in every respect, in terms of qualifications, experience or otherwise.
9.3  Each party shall indemnify the other party and its officers and employees against any loss, damage or other liability suffered as a result of any claim or proceedings arising in connection with the performance of the Services unless incurred wholly as a result of the gross negligence or fraudulent misrepresentation of the other party or its officers and employees
9.4  Nothing in this agreement shall exclude or restrict either party's liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from the negligence of that party or for any other liability which cannot be excluded by law.
9.5  Without prejudice to Clause 9.4, and excluding liability arising under Clauses 10 and 12, neither party shall be liable to the other under this Agreement for any indirect, special or consequential loss or damage whatsoever, howsoever arising out of or in connection with the performance of its obligations under this agreement or any breach thereof even if it was advised in advance of the possibility of such loss or damage.
9.6  The maximum liability of either party under this agreement is restricted to the fees payable under this agreement over the twelve months immediately preceding the event causing loss.
9.7  TTA shall not be liable for any delay or omission of any publication or transmission or any error in or claim arising from any advertisement or promotion unless incurred wholly as the result of the gross negligence or wilful misconduct of TTA or its officers or employees.

10.CONFIDENTIALITY

10.1  The parties acknowledge a duty not to disclose during or after the Term, without the other's prior written permission, any confidential information ("Information") concerning either the other's business, its business plans, customers or associated companies and such other Information as a party shall notify to the other party as being confidential. The parties also acknowledge that the terms and conditions of this agreement including (without limitation) those relating to TTA's remuneration are confidential information.
10.2  During and after the Term, the parties acknowledge their responsibility to treat in complete confidence all the Information relating to the other party's' business which may be supplied to the other pursuant to the provision of Services under this agreement.
10.3  For the avoidance of doubt, the restrictions in this Clause 10 shall not prevent:
10.3.1  the disclosure or use of Information in the proper performance of TTA's duties;
10.3.2  the disclosure of Information if required by law; or
10.3.3  the disclosure of Information which has come into the public domain otherwise than through unauthorised disclosure.
10.4  The Client acknowledges that nothing in this Agreement shall affect TTA's right to use as it sees fit any general public relations intelligence gained through providing the Services to the Client.
10.5  Following consultation with the Client, TTA may advertise or publicly announce that it is undertaking work for the Client pursuant to this Agreement.
10.6  TTA shall be entitled to destroy or otherwise dispose of any property of the Client remaining in its custody more than two years after the termination of this agreement.

11. NON-SOLICITATION

11.1  The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation or otherwise and whether directly or indirectly during or for a period of 12 months from the end of this Agreement solicit or entice away or attempt to solicit or entice away (or authorise the taking of any such action by any other person) any executive of the other party who has worked on the Services at any time during the last 12 months of the Agreement.
11.2  If TTA consents to a member of its staff joining the Client pursuant to Clause 11.1 the Client shall pay to TTA the equivalent of the first year's salary of that member of staff, immediately upon demand by TTA. In addition, if TTA shall be requested to waive the period of notice due by that member of staff, it reserves the right to charge the Client an additional fee equivalent to the salary payable by TTA for the period of unfulfilled notice.

12. DATA PROTECTION

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 under the terms of which TTA is the data processor and the Client is the data controller.

13. NOTICES

Any notice shall be communicated in writing by the parties whether by email, fax or post. Delivery of such notice shall be upon the date received by the receiving party

14. FORCE MAJEURE

If, due to an incident of force majeure or other obstacles over which a party has no control, it fails to perform its obligations in accordance with this agreement, that party shall not be held responsible for any loss or damage which the other party may thereby incur.

15. DISPUTE RESOLUTION

If any claim or dispute cannot be settled by negotiation 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 16.

16. APPLICABLE LAW

These terms and conditions shall be governed by English law and the parties agree than any dispute arising from them shall be resolved exclusively by the courts of England and Wales.