Thank you once again for appointing Palamedes PR as your Public Relations partner. We are very much looking forward to working with and for you. We are a member of the Public Relations Consultants Association and, as an advocate of good industry practice, we ask that, before instructing us, you take a few minutes to read and understand these standard terms and conditions. By using the services of Palamedes PR you are entering into a contract with Us and agree to be bound by the following terms and conditions. In these terms, We, Us and Our means Palamedes PR of 40 Bank Street, Canary Wharf, London E14 5NR. You, the Client, the Customer and Your means the person or business who has purchased services from Us.
1.1 Ordering Our services
We will submit a Contract of Services to You based upon the information provided by You as supplied during the course of either a telephone or face to face interview. Our Contract of Services will be submitted electronically using “Echosign”, however We will also send the proposal and contract by first class post on specific request by the Client. By signing and returning the proposal and contract to Us, either electronically by using “Echosign” or by post, You are agreeing to the services, price, payment terms and any other information as specified in the Contract of Services and to be bound be these terms and conditions. The contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Us which is not set out in the contract. Any samples, drawings, descriptive matter or advertising issued by Us, and any descriptions or illustrations contained in Our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the contract or have any contractual force. These conditions apply to the contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No variation of the Contract shall be effective unless it is in writing and signed by a director for the Company or the Client (or their authorised representatives).
1.2 Definition of services
The signed Contract of Services will form the basis of the work We will undertake which will be called Your campaign. The Contract of Services will clearly define the services to be provided as either a “one-off” campaign or a “monthly/on-going” campaign. A “one-off ” or “project-based” campaign is defined as services to be provided as specified in the Contract of Services for a period up to but not generally exceeding three months. A “monthly/on-going” campaign is defined as services to be provided as specified in the Contract of Services for a period exceeding three months up to and including 12 months unless indicated otherwise in the Contract of Services.
1.3 Charging for our services
We accept payment by credit and debit card for one-off, project-based campaigns. Fees for ongoing campaigns are paid by Direct Debit. All prices given in the Contract of Services are in GBP and will exclude VAT at the current rate of 20% unless otherwise indicated. If You are exempt from VAT, You must provide a certificate of exemption. In order to begin work on Your campaign, We require payment in advance by one of the methods as stated above.
We will issue an invoice on commencement of work of the services as specified in the Contract of Services. We will send the invoice to You electronically by e-mail, however We will also send invoices to You by first class post on specific request by the Client. For “monthly/ongoing” campaigns, each subsequent invoice following the first invoice will be issued in advance unless prior agreement has been made between You and Us. We reserve the right to vary invoicing dates. This will not affect when the payment becomes due.
All contracts of 12 months’ duration or longer shall automatically renew for a period of 12 months unless either party provides written notice 30 days before the end of the initial contractual period. Once contracts move into the auto-renewal period, either party may terminate the campaign in writing with at least 60 days’ notice.
“One-off” campaigns require advance payment in full unless otherwise stated in the Contract of Services. Payment can be made by credit/debit card, BACS transfer or by cheque. “Monthly/ongoing” campaigns require payment of the invoice value on receipt of the invoice. Where payment is made by credit/debit card, We will automatically take payment within 3 working days from the date of the invoice. You must ensure that You have sufficient funds in Your bank account so not to default on Your agreed payments. If for any reason, payment is unable to be taken by credit/debit card, You must inform Us in writing no later than 5 working days from the date the payment is due. If You cancel your BACS payment, You must inform Us in writing, giving Us 30 days notice. We reserve the right to suspend work on Your campaign and/or reclaim tangible product(s) should You default on Your payments with or without written notice. We reserve the right to claim from You any charges We incur as a result of a payment from You being returned or unpaid. Our invoices are subject to late payment legislation and a late payment fee of between £40 and £70 will become payable – in addition to statutory interest of 8.5% – if invoices are not settled within 14 days of due date.
1.6 Your Obligations
1.6..1 You shall:
(a) ensure that the terms of the order and any information it provided to Us is complete and accurate;
(b) co-operate with Us in all matters relating to the services;
(c) provide Us with such information and materials as We may reasonably require in order to supply the services, and ensure that such information is accurate in all material respects; and
(d) keep and maintain all materials, equipment, documents and other property of Ours at the Your premises in safe custody at its own risk, maintain the same in good condition until returned to Us, and not dispose of or use the materials other than in accordance with the Our written instructions or authorisation;
1.6.2 If Our performance of any Our obligations under the contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Customer Default):
(a) We shall without limiting its other rights or remedies have the right to suspend performance of the services until You remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Our performance of any of its obligations;
(b) We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of our obligations as set out in this clause 1.6.2; and
(c) You shall reimburse Us on written demand for any costs or losses sustained or incurred by the Us arising directly or indirectly from the Customer Default.
1.7 Promotion of Campaign Commencement and Conclusion, and Promotion of Coverage
We will promote the appointment on our websites and on our social media channels. Please notify Us in writing if you would prefer that the appointment was not made public. We will add all coverage to our websites and to our social media platforms once it becomes available. Please notify Us in writing if you would prefer that coverage is not made public. We will promote the campaign on our Case Studies page following the conclusion of the campaign. Please notify Us in writing if you would prefer that your campaign was not added to our Case Studies page.
2.0 Credit Systems
We may recommend a Credit System on Our Contract of Services. The total number of Credits available to You will be expressly stated with the Contract of Services. Credits are based upon the complexity of a Service and upon the time and resources it will take us to bring the Service to effective fruition. Our fee reflects the number of Credits we deliver each month. If we do recommend a Credit System, We will discuss what Services you require from the Services list at the start of every month (or four-week period). If a Credit System is in place and You do not know what Services you require in any given month, We will provide you with Our recommendations. If You require Us to deliver more than the total number of Credits within Your Contract of Services, We may charge You for addition activity.
2.1 Account Management
We will provide a dedicated Account Manager who will oversee Your campaign. They will discuss Your Campaign with You and may also prepare a detailed campaign strategy in accordance with the services as specified in the Contract of Services. “Copy” is the term given for the provision of writing services to be used for national and regional news stories, press releases, press kit, feature pitches and/or other specific target media. Our “copy” is presented in the appropriate style for the publication to which it is being sent unless otherwise agreed. We will directly discuss with You a number of ideas and advise You of the most newsworthy angle, based on Our experience and Your product/service. We will write a draft version of all Copy-related products and send it/them to You for approval. Where necessary, We will ask You to supply suitable high resolution images to accompany Your “copy” unless otherwise agreed. In addition to minor corrections to Your initial draft, We will revise the news story and/or press release, press kit or feature pitch, once if and when necessary. Subsequent amendments may be made subject to agreement on a case-by-case basis. Once approval has been given by the Client, We will begin the distribution process. We will add the Client’s name and contact details to press releases unless otherwise agreed. When the editorial services on Your campaign have been completed and distributed, Your Account Manager will provide You with a Campaign Overview which will contain all the publications and/or broadcast/online media outlets where coverage was obtained and the advertising-value-equivalent (AVE) of any or all of that coverage (if available). The Campaign Overview will refer to the Barcelona Principles where doing so is necessary in Our professional opinion or where the agreed objectives of Your campaign are sufficiently complex to warrant in Our opinion further insight than AVE. The Campaign Overview will include Our recommendations about proposed course(s) of ongoing publicity in such instances where those recommendations could in Our opinion be reasonably actioned by You and not by a third party PR agency or PR professional, and/or where the nature of your product or service does in Our opinion merit additional media coverage.
You will receive copy approval ahead of distribution except in cases where the copy has been drafted by the recipient publication directly or by a freelance journalist. In such cases, We will endeavour to obtain the proposed copy in advance of publication though We cannot guarantee this outcome.
2.2 Communication between parties
You must make Yourself available for contact by telephone or e-mail during business hours to discuss the development of the campaign strategy and the generation of ideas for Your news story and/or press release. We allow up to three working days from submission of the draft version for You to give your approval or inform Us of any necessary amendments. We allow up to three working days from submission of the final draft for You to give your approval. Where We request You to supply suitable high resolution images, We allow up to five working days for these images to be submitted to Us by You. You must make Yourself available for contact by telephone or e-mail during business hours to respond to media requests forwarded by Us following distribution of Your copy. This can include, but is not limited to, interview requests, requests for additional information, and requests for supplementary images. If, for any reason You do not inform Us that You will be unavailable for contact by telephone or e-mail during business hours and You do not appoint another person to act on Your behalf for purposes of Our carrying out the work as specified in Your proposal and contract, We reserve the right to suspend all work on Your campaign. We will not be held liable for any delay on Your part which may result in the failure of the “copy” We write and distribute to gain media coverage.
2.3 Timing and Results
Due to the nature of the media industry, We cannot guarantee that any “copy” We write and distribute as part of Your campaign will achieve coverage in any national or regional publications or industry specific and specialist publications or other media outlet. We will advise You of the suitability of any number of publications who We think will be receptive to Your product/service based on Our experience. However We will not be held liable if the “copy” We write for Your national or regional news story, press release or press kit or feature pitch fails to gain or generate media coverage. We do not guarantee that any “copy” We write and distribute as part of Your campaign will increase sales of Your product/service, nor raise the profile of either a company or individual within the media or the Client’s markets. We will provide You with replacement editorial “copy” if an editorial product We recommend and produce as part of your agreed list of Services does not secure media attention. See Publicity Guarantee, below, for further information.
2.4 Surveys and Market Research
We may recommend the use of surveys and/or market research for use in a national or regional news story, press release or feature pitch if, based on Our experience, We believe it may improve opportunities for the “copy” We write for Your product/service to gain media coverage. If You agree to the use of surveys and/or market research to support Your product/service, We will source and choose the company from whom We will request and obtain the information from. All data will be collated and presented to the Client in either a PDF or Word Document. Results are broken down by percentage or, if requested by the Client, by the number of respondents. When specific demographic information is needed, such as age, gender or region, the Client must specify which demographic splits are needed before the survey is undertaken. Once a survey has been approved and published, We cannot change questions. We do not hold or cannot obtain information relating to individual respondents. If a client chooses to provide Us with survey data independently, We reserve the right not to draft a story based upon that data and/or distribute that data if it has insufficient respondent answers and/or if We believe that data has been obtained in contrary to the Data Protection Act. We may also recommend the use of a straw poll. A straw poll is conducted on the Client’s behalf and generally involves issuing contacts, associates and/or third party recipients with survey questions directly.
We will distribute all national news stories to the national press directly or through third parties. Recipients usually but not always include the UK’s national daily newspapers. We will distribute all regional news stories using Our own in-house newswire service, or by way of personal sell-in. Regional news stories will be distributed to the maximum number of contacts we have in the most applicable regional publications and media outlets for your company or personal location/product/service. If a national or regional news story fails to achieve coverage, We will re-distribute the copy once free-of-charge to the same recipients. In such cases, copy is re-distributed using Our in-house newswire service. If the re-distribution of news copy fails to achieve coverage, We may offer you a replacement story at no extra cost. If Your news story secures media coverage, then We will notify You immediately. We will inform You which and how many publications Your story appeared in; this may also include online publications, broadcasters and social media platforms including, but not limited to, blogs. We will obtain hard copies of coverage where possible but cannot guarantee We can obtain hard copies of any publications based outside of the UK. We will distribute press releases using Our own in-house newswire service. Press releases will be distributed to the maximum number of contacts We have in the most applicable sector(s) for Your product/ service. We will provide You with a list of the publications that We have distributed Your press release to. A follow-up email, if needed, will be sent to the same recipients one week after initial distribution. If a Press Release fails to achieve coverage, We may offer to re-distribute the press release free-of-charge to the same recipients. In such cases, copy is re-distributed using Our in-house newswire service. If the re-distribution of a press release fails to achieve coverage, We may offer you a replacement story at no extra cost. If Your press release secures media coverage, then We will notify You immediately. We will inform You which and how many publications Your story appeared in; this may also include online publications, broadcasters and social media platforms including, but not limited to, blogs. We will obtain hard copies where possible but cannot guarantee We can obtain hard copies of any publications based outside of the UK.
2.6 Other PR services
If appropriate, We may provide further PR services as part of the campaign strategy; all or any of which services named below will be specified in Your proposal and contract. These services are:
- Product Placements (including competitions)
- Event Launches & Media Invitations
- Celebrity Endorsements
- Professional photography
- Virtual Tours
- Social media strategies and social media platform creation. If social media creation is provided, you should be aware of each social media platform’s terms and conditions as these apply to you and to your social media account.
- Web design and Graphic Design
- Ebook creation
- Publishers and Literary Agents Proposals
- Lovereading.co.uk Reviews
Please refer to Clause 2.1 for the description of how these services will be undertaken by Us with the following variations:
2.6(1) Product Placements
Product Placements refer to the generic term of securing a name-check and/or an image of a product/brand within a publication. If Product Placements are recommended, We will prepare a Product Placement proposal, containing details of what products are on offer, price points, and contact details. We will add our Company name and contact details to this document. The proposal will be distributed to an agreed or otherwise selected list of media outlets on Your behalf. If competitions and/or giveaways are agreed and/or recommended, We will require the Client to provide prizes, either in the form of products or services, to a minimum prize value set by each publication or media outlet. We will draft competition copy and send it to the publication or media outlet running the competition. There is no automatic right on the part of the Client to see the competition copy before it is sent, but We will consider all requests on a case-by-case basis.The degree to which We oversee each competition is entirely dependent upon the needs and requirements of the host publication or media outlet. We will, where appropriate, contact the winner(s) and arrange delivery of their prize.
2.6(2) Event Launches & Media Invitations
We will design and write individual, press and/or media invitations. These will be distributed to an agreed or otherwise selected list of journalists, feature writers, freelance writers and/or bloggers. We cannot guarantee that Media Invitations will secure media attendance. Invitations for event launches will also be designed and distributed to agreed and/or otherwise selected recipients. We cannot guarantee that Event Launch Invitations will secure media attendance and/or recipient attendance.
2.6(3) Celebrity Endorsements
We will identify one or more lists of appropriate celebrities. Note that ‘celebrities’ may also refer or mean “high-profile” personality. We will design and write a document containing information and images about your product/service, and your offer. We will act as a communication bridge between You and the celebrity and/or his/her agent(s) and/or his/her manager(s) or publicist(s). We cannot guarantee that recipients will endorse your product or otherwise agree to any degree of communication.
2.6(4) Professional Photography
We will instruct a professional photographer known to or otherwise employed by the Company. The photographer will have practical and extensive experience within the national newspaper industry. The Photographer will organise the shoot with You directly. The images will be supplied from Us to You through file-sharing software/means such as Dropbox. The Client accepts that photography is a creative process and that the Company is not required to re-shoot images.
2.6(5) Virtual Tours
Virtual Tours will be orchestrated through agency consultants. The photographer will organise the Virutal Tour shoot with You directly. The Virtual Tour may include hotspots; the number of these interactive hotspots will be agreed in advance and may form an express service within your Contract.
Advertising, if included within your Contact or otherwise, generally involves three mechanisms: artwork (print and digital platforms), advertorial (paid-for editorial), and direct mail. Artwork is supplied by an award-winning consultant copywriter; You will receive a draft form, or forms, of that artwork for approval. Once approval has been received, you will receive a high-resolution PDF and/or Jpeg file of that artwork. If media space is purchased, we will endeavour to secure an agency discount for you. Contracts will be between you and the media space provider. Though not standard services, We will, from time to time, offer direct marketing, search engine optimisation (SEO) and viral marketing services as part of a client campaign if, based on Our experience, it is appropriate for Your product/service. Direct marketing can include, but is not limited to, mail shots, electronic mail shots, fliers and newsletters. SEO can include, but is not limited to, copywriting. Viral marketing can include, but is not limited to, video clips, ebooks, images and computer games. Your Account Manager will directly discuss with You all relevant information, imagery and other content for any service that falls under the banners of direct marketing, SEO or viral marketing. The Client must own the copyright, or be prepared to pay for the license of any audio-visual material, including photos, images, videos and sound files, provided for the completion of any and all relevant services. Where applicable, We will send you a draft version of the release prior to distribution or upload. In addition to minor corrections to Your initial draft, We will revise the release once, if and when necessary. Distribution and upload of any release falling under the banner of “direct marketing” or “SEO” will solely be the Client’s responsibility unless otherwise agreed. Distribution and upload of any viral marketing service will be agreed between Us and the Client before commencement of the service(s). We do not guarantee that any services We complete under the banners of direct marketing, SEO or viral marketing will increase sales of Your product/service, nor raise the profile of either a company or individual within the media or the Client’s markets.
2.6(7)a: Social Media Strategies
Social media strategies are prepared by your account manager, usually but not always, at the commencement of your PR campaign. Social media strategies include recommendations in addition to practical advice about the ways you might manage your social media platforms more effectively. We cannot guarantee that social media strategies will increase the number of social media followers and/or increase traffic to one or more websites and/or other destinations. The key to good social media is continued use, which is something we cannot do for you.
2.6(7)b: Social Media Creation
These platforms can include, but are not limited to, Facebook fan pages, Twitter accounts and LinkedIn accounts. The exact number of such platforms to be created will be specified in Your proposal and contract. Your Account Manager will directly discuss with You all relevant information and content for Your social media platforms. Where necessary, We will ask you to supply suitable high resolution images and/or other promotional material for inclusion on your social media platforms unless otherwise agreed. You will be provided with the administrative tools and information relating to the social media platforms we create on your behalf. Administration of your social media platforms will pass immediately to the client unless otherwise agreed. Once approval has been given by the Client, the social media platforms will go live on the internet. We accept no liability for any social media platform once it has transferred from our administration to the client, or to a specified third party. All reasonable care is taken to protect each platform and its visitors from malicious spyware, viruses and other internet-based bugs. We accept no liability whatsoever if any or all social media platforms, and their visitors, are victims of such a cyber-attack.
2.6(8) Website Design and Graphic Design
Your Account Manager will directly discuss with You all relevant information and content for Your website and/or blog, and URL (web domain name) if appropriate. Where necessary, We will ask you to supply suitable high resolution images for inclusion on Your website and/or blog unless otherwise agreed. Websites and/or Blogs will contain up to 10 individual pages, unless otherwise agreed, one of which will include a contact form. We will purchase a URL on Your behalf unless otherwise agreed. Your Account Manager will supply You with a list of suggested web domains prior to purchase. The purchase will be made using the Client’s personal details and You will be required to provide Your credit/debit card details to enable Us to make this purchase on Your behalf. You will be provided with the administrative tools and information relating to the URL that We purchase on Your behalf. Administration of Your website and/or blog, including the URL annual renewal fee, will pass to the Client unless otherwise agreed. Where necessary, We can create a website and/or blog and upload that website and/or blog to an existing URL. You must provide Us with access details to the existing URL. Once approval has been given by the Client, the website and/or blog will be uploaded to the internet with a personalised URL. We accept no liability for the website and/or blog once it has transferred from Our administration to the Client, or to a specified third party. All reasonable care is taken to protect the site and its visitors from malicious spyware, viruses and other internet-based bugs. We accept no liability whatsoever if the website and/or blog, and its visitors, are victims of such a cyber-attack. Hosting for 12 months is usually included in your contract of services. We will contact you before your hosting period is set to expire with our ongoing fee and to determine if you would like us to continue hosting your website.
In the absence of or in addition to the provision of suitable images, whether requested by Us or You, We can provide graphic design for the inclusion in the following services:
- Press Releases
- Product Placements (including competitions)
- Event Launches (including media invitations)
- Celebrity Endorsements
- Jacket Illustration
- Ebook creation
- Website image content
Your Account Manager will directly discuss with You the elements of Your graphic design service and advise You of the most appropriate imagery, based on Our experience and Your product/service. We will send You a draft version of the initial design for Your approval. We will modify designs as necessary to achieve the desired image result as mutually agreed. We may find it necessary to purchase artwork and vector images to be used in the creation of Your graphic design imagery.
2.6(9) Ebook Creation
We create ebooks in the Kindle format, unless otherwise agreed. You must submit to Us an electronic copy of the manuscript in MS Word format, together with a high resolution jacket image if available and high resolution copies of any other images you wish to include in the ebook. In some cases, namely for purposes of viral marketing, We will be contracted to write the contents of the ebook. The charge for this service differs from standard ebook creation and will be determined on a case-by-case basis. We will provide an ISBN number for the ebook and upload it to Amazon.co.uk. We will create an Amazon.co.uk seller account for the Client, if one does not already exist. The ebook creation service does not include ANY proof reading or editing of the manuscript prior to conversion to digital format. Additional conversions to other ebook formats will be charged as specified in Clause 2.10. Any additional conversion will require a new ISBN number and this will be included in the charge. We take no responsibility for the promotion or selling of the ebook after creation and upload.
2.6(10) Publishers and Literary Agents’ Proposals
Our Publishers and Literary Agents’ proposals include the following sections:
- Proposed title
- Author blurb
- Inclusion of between one and three sample chapters
- Word count
- Most recent comparable titles
- Specialist marketing opportunities
- Author’s biography
You must submit to Us an electronic copy of the manuscript in MS Word format, together with a jacket image and portrait photo if available. We may need to interview Clients in order to complete the Author’s biography section. We will do this by telephone unless otherwise agreed, at a pre-arranged time. Once We receive Your approval of the proposal, We will, if necessary, re-write the draft version into distribution-ready format. The proposal will contain the contact details of the Author. We will distribute the proposal to the most relevant Publishers and/or Agents electronically via e-mail or by first class post. Your proposal can be re-distributed at an additional cost. We cannot guarantee that the proposal will lead to a publishing contract, or representation by a literary agent.
We will write a draft version of your review and send this to you for approval. Note that we may use external consultants to write your review in order that the review is fully objective. Upon approval, the review will be submitted to the editors of Lovereading.co.uk for placement on the Lovereading.co.uk blog pages. Note that books must be available through mainstream wholesalers in order to benefit from coverage on the Lovereading.co.uk website.
2.7 Additional Work
We may, at Our discretion, choose to undertake additional work for Our clients that is over and above that which has been specified in the proposal and contact if We believe, based on Our experience, that this would be beneficial to the orchestration of Your campaign. We do not accept any liability for any additional work We undertake that is not specified in the proposal and campaign nor do We accept that any additional work undertaken by Us is to be construed by the Client as a replacement of the services as specified in the contract and proposal.
2.8 Additional Charges & Disbursements
While We will create a Contract of Services that is inclusive of all costs within the price quoted, there are exceptions to the services as specified here. All disbursements (or potential disbursements) will be brought to your attention and an invoice(s) raised only with your consent. The exceptions, which fall outside of most goodwill gestures, are:
Additional copy (press release or publication-ready news stories) re-writes (where you have already received two free re-writes): £300 per rewrite
Additional copy Distribution or Redistribution: £250 to national newsdesks, £200 to up to 20 other media
£2.50 per each extra e-mail recipient (event launches and for all other services)
Event Launches -£125 per additional media invitation redesign
Venue hire as quoted
Refreshments provided at venue as quoted
Photographic services as quoted, unless otherwise contained in your campaign
Other equipment or furniture to be supplied as quotedCelebrity Endorsements -Management/Agency commission fees as quoted
Appearance fees as quoted
Jacket Illustration -£300 inclusive of modifications to the final image
Literary proposal redistribution -£45 per Publisher/Agent
Ebook creation (additional conversions) -£300 inclusive of additional ISBN number
Web-hosting -£50 per year
Third-party Artwork and Vector Images – Subject to purchase price
Postage & Packaging – Subject to size, weight, number and type of service used
We will endeavour to keep any additional charges to a minimum however We will advise you, based on Our experience, of the suitability of a particular venue in the case of event launches or celebrity/public figure to endorse Your product/service. Where quotations are required, We will obtain three quotes and submit these to You for final approval. You will pay the third party directly for services provided in line with third party’s terms of business. We do not accept liability for the services provided by third parties who We engage on your behalf. We will invoice You for the purchases We make on Your behalf of artwork and vector images, postage and packaging. Our payment terms are payable by credit/debit card on receipt of invoice.
2.9 Completion Timescales
WE SHALL USE ALL REASONABLE ENDEAVOURS TO MEET ANY PERFORMANCE DATES FOR THE SERVICES SPECIFIED IN THE CONTRACT, BUT ANY SUCH DATES SHALL BE ESTIMATES ONLY AND TIME SHALL NOT BE OF THE ESSENCE FOR THE PERFORMANCE OF THE SERVICES. IN REFERENCE TO CLAUSE 1.2, BY DEFINITION, THE NATURE OF A MONTHLY/ON-GOING CAMPAIGN WILL BE COMPLETED AT THE END OF THE SPECIFIED PERIOD UNLESS OTHERWISE AGREED, PROVIDED THE CONTRACT HAS NOT BEEN TERMINATED BY US. IN REFERENCE TO CLAUSE 2.2, ANY POSTPONEMENT OF YOUR CAMPAIGN MUST BE PUT IN WRITING TO US AND BE MUTUALLY AGREED BY BOTH PARTIES. WE RESERVE THE RIGHT TO COLLECT PAYMENT FROM YOU AS SPECIFIED IN CLAUSE 1.5 WHETHER OR NOT YOUR CAMPAIGN HAS BEEN COMPLETED.
2.10 Validity of Proposal and Contract
The services, price and duration of Your proposal and contract are valid for a period specified on the front sheet of your Contract of Services, if applicable.
We may, at Our discretion, choose to out-source all or any part of the work specified in Your proposal and contract to a third party for completion. This does not affect Your statutory rights that are implied in the proposal and contract You have entered into with Us. In the event that You are dissatisfied with all or any part of the work that We have out-sourced, You must inform Us immediately in writing. We will act as an intermediary between You and the third party assignee however unless expressly agreed, We are not liable for any additional costs the third party may request in order to rectify the work they have performed at Our instigation unless it has been caused by negligence (as defined in the Unfair Contract Terms Act 1977) of, or breach of contract by Us.
2.12 Limitation of liability: Your attention is particularly drawn to this clause
2.12.1 NOTHING IN THESE CONDITIONS SHALL LIMIT OR EXCLUDE PALAMEDES PR’S LIABILITY FOR:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2.12.2 SUBJECT TO CLAUSE 2.14.1:
(a) Palamedes PR shall under no circumstances whatever be liable to the You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
(b) Palamedes PR’s total liability to You in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by You to Us for the services.
2.12.3 EXCEPT AS SET OUT IN THESE CONDITIONS, ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT.
2.12.4 THIS CLAUSE 2.12 SHALL SURVIVE TERMINATION OF THE CONTRACT.
In the event of cancellation by the Client more than seven days but less than 30 days after returning Your signed proposal and contract, and where advance payment has not been made, You must notify Us in writing immediately. In the event that We are not notified of the cancellation, You agree to pay all of Our administration costs amounting to not less than 50% of the first month’s invoice value in the case of monthly/on-going campaigns or the total invoice value in the case of one-off campaigns. If the Client elects to cancel Our services after We have commenced work, You agree to pay all of Our costs amounting to not less than 50% of the total proposal and contract value in the case of monthly/on-going campaigns or no less than 75% of the total proposal and contract price in the case of one-off campaigns. In reference to Clause 2.11, postponement of Your campaign rather than cancellation is acceptable only if the rescheduled date is within one month of the commencement date unless otherwise agreed. Should further postponement occur, You will be deemed to have cancelled Our services and the cancellation levy will apply as above.
2.14 Termination of Proposal and Contract by Palamedes PR
We will not tolerate aggressive or rude behaviour, racism, nationalism, sexism, homophobia, ageism or any other behaviour which prevents us from completing our responsibilities in good faith or directed towards any of our staff or representatives and reserve the right to terminate your proposal and contract at any time in this event.
2.17.1 Without limiting its other rights or remedies, each party may terminate the contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.17.1(b) to clause 2.17.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
(m) We are unable to contact You at any time by telephone, e-mail or letter for a continued unbroken period of 30 days or more, We will assume that You no longer wish Us to complete the work on Your campaign as specified in Your proposal and contract and Clause 2.14 will apply.
2.17.2 Without limiting its other rights or remedies, We may terminate the contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this contract on the due date for payment or are unable to contact You at any time by telephone, e-mail or letter for a continued unbroken period of 30 days or more, We will assume that You no longer wish Us to complete the work on Your campaign as specified in Your proposal and contract and Clause 2.14 will apply.
2.17.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party three months’ written notice (in the case of ongoing contracts) or 30 days in the case of project-based campaigns..
2.17.4 Without limiting its other rights or remedies, We shall have the right to suspend provision of the services under the contract or any other contract between the Client and Us if the Client becomes subject to any of the events listed in clause 2.16..1(b)) to clause 2.16.1(l), or We reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this contract on the due date for payment.
2.16 Consequences of Termination
On termination of the contract for any reason:
(a) the Client shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, irrespective of services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of Our materials which have not been fully paid for. If the Client fails to do so, then We may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 2.17 shall survive termination of the Contract.
2.18 Price Match Promise
Subject to existing campaign restraints which may prevent Us from representing your publicity interests, Palamedes PR shall match the fees of its competitors without question. This offer is based upon the presentation of a written quotation from a reputable PR agency and for similar services as recommended by Palamedes PR. Our Price Match Promise does not extend to payment plans or extended credit terms, unless otherwise agreed by Us in advance.
2.19 Publicity Guarantee
If We are unable to secure publicity for one or more of the Services you appointed us to conduct, We shall create new/replacement editorial content for you at no extra charge. This shall continue until such a time that each editorial Service secures publicity. ‘Publicity’ means any form of media coverage.
3.1 Force majeure
(a) For the purposes of this contract, Force Majeure Event means an event beyond the reasonable control of Palamedes PR including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Ours or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) We shall not be liable You as a result of any delay or failure to perform its obligations under this contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents Us from providing any of the services for more than two Weeks, We shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to You.
3.2 Assignment and subcontracting
(a) Palamedes PR may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the contract and may subcontract or delegate in any manner any or all of its obligations under the contract to any third party or agent.
(b) You shall not, without the prior written consent of Us, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract.
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next business day after transmission.
(c) This clause 3.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
(a) A waiver of any right under the contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
3.6 No partnership
Nothing in the contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
3.7 Third parties
A person who is not a party to the contract shall not have any rights under or in connection with it.
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting Our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in Our system’s capabilities. If the services are ongoing, we will give You prior written notice of any changes to these terms. Except as set out in these conditions, any variation, including the introduction of any additional terms and conditions, to the contract, shall only be binding when agreed in writing and signed by Us.
3.9 Governing law and jurisdiction
This contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
4.1 Complaints and Dispute Resolution
We are committed to ensuring that Our clients are completely satisfied with Our service. If for any reason You are not, You must follow Our complaints procedure as set out below:
(a) In the first instance, contact Us by telephone to let Us know if You are unhappy with any aspect of Our service as soon as possible.
(b) If You are unable to resolve your problem with the member of staff who is handling Your complaint, You should request a call back from Your Account Manager. If it is a small problem that is within Our scope to rectify immediately We will do so there and then.
(c) It is always helpful to put the facts as You see them, and the outcome You are expecting, in an e-mail to Your Account Manager. This will help them to understand Your complaint clearly.
(d) If You are still unhappy after We have tried to rectify the problem, if the person that You speak to by phone cannot help You or if You have a dispute about the facts of a situation, You must put Your complaint in writing, addressing it to the Managing Director.
The address for complaints is Palamedes PR, 40 Bank Street, Canary Wharf, London E14 5NR.
Please provide as much detail as You can. Your letter should contain Your account number, work commencement date and a full breakdown of the specific complaint, including the name of the person whom You spoke to first and a list of items that You feel have not been provided to Your satisfaction.
After receiving Your written complaint, the Managing Director will undertake an investigation. The result of this investigation will be communicated to You in writing, within 30 days of Us receiving Your letter.
If Your account has any balance outstanding, You must not withhold or suspend payments that are due while Your complaint is being investigated.
If the balance of Your account has already been paid in full and/or work has been completed, You must submit Your complaint within 30 days of completion.
Complaints received that have not followed this complaints procedure will not be investigated.
If the balance of Your account has already been paid in full, and We agree after having completed our investigation that You are due a refund, We will issue this refund with 90 days of the date of completion of the investigation.
If Your complaint cannot be resolved by the Managing Director, We reserve the right to pass Your complaint onto an external party for resolution. If this is the case, the Client will be made aware of the external resolution agency and will be expected to participate in proceedings.
4.2 Unpaid Accounts
In the event that We cannot recover any outstanding amount on Your account after 14 days, and where You have not informed Us in writing in reference to Clauses 1.5 and 2.14, We reserve the right to charge interest and a collection fee in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. In reference to Clause 2.2, should You not respond to Our attempts to contact You at any time by telephone, e-mail or letter for a continued unbroken period of 30 days or more, We may choose to pass this matter over to Our solicitors for resolution. Once the debt passes from Us to Our solicitors, We cannot reverse the process or any associated fees.
4.3 Account Information
In reference to Clause 1.1, when You enter into a contract with Us, We will request information from You with which We will use to open an account. We will provide a form in which You must complete all information pertaining to the Client who has requested or engaged Our services. By signing and returning Your Contract of Services You are also declaring that the information You are providing Us is true. Any attempts to defraud Our company by deliberate misrepresentation will result in the immediate termination of Our Contract of Services by Us. We reserve the right to use credit checking agencies to ascertain Your ability to meet the payment terms as specified in Clause 1.5 and to implement any changes to the payment terms, based on the results of credit check We carry out, as We see fit. We will inform You immediately of any changes We implement to the payment terms however Clause 2.12 will still apply in this case.
We will never sell or otherwise pass on Your personal details to any other company or third party, unless required to do so by law or with your consent (in the case of a synergy with another client). When You contact us, Your details may be retained to assist with Your enquiry. We collect information about the transactions You undertake including details of payment cards used. Card information is encrypted on Our server and is held only for as long as is necessary for the management of Your account with Us. We may collect additional information in connection with Your participation in any promotions or competitions or surveys or in discussion with staff. We also monitor customer traffic patterns and site use which enables Us to improve the service We provide. “Cookies” are small pieces of information sent by a web server to a web browser, which enables the server to collect information from the browser. Whilst You do not need to allow Your browser to accept cookies in order to browse much of Our web site or to access many of Our services, most browsers allow You to turn off the cookie function. If You want to know how to do this please look at the help menu on Your browser. To obtain a copy of the personal information Palamedes PR holds about You, please write with full details to Us at: Data Protection Officer, Palamedes PR, 17 Cavendish Square, London, W1G 0PH, enclosing your cheque or postal order for £10.00 payable to Palamedes PR.
4.5 Intellectual Property
In reference to all details contained herein, the following will apply:
All rights, title and interest of whatever nature, including but not limited to Copyright design rights and all intellectual property rights in any work undertaken or produced by Us in connection with Your proposal and contract or relating to the services provided will vest in and belong to Palamedes PR, or the Client or such third party as nominated by and at the option of Palamedes PR at all times free from any interest of the Client and any other third party. All rights reserved.
We may use the images you provide us and/or the images We produce for Our own marketing purposes or for use on Our website.