1.1 Ordering Our services

We will normally submit a written contract of services to You via email based upon the information provided by You as supplied during the course of either a telephone, face-to-face or email exchange. By accepting this proposal, You are entering into a contract with Us and are agreeing to the services, price, payment terms and any other information as specified in the proposal and to be bound by these terms and conditions. The contract of services 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 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 from the the Company or the Client (or their authorised representatives).

1.2 Definition of services

The accepted proposal will constitute a contract of services and will form the basis of the work We will undertake, which will be called “Your campaign”. The proposal will clearly define the fee-paying services of Your campaign, whether We have agreed to provide any additional, no-fee paying goodwill services, and whether any service We recommend is guaranteed. The proposal will also define the type of campaign We are orchestrating on Your behalf, 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 proposal 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 proposal for a period exceeding three months up to and including 12 months unless indicated otherwise in the proposal.

1.3 Value Added Tax (VAT)

All prices given in the proposal are in GBP. Our invoices are subject to VAT at the current rate of 20%. If You are exempt from VAT, You must provide a certificate of exemption or otherwise let Us know.

1.4 Invoicing

We will issue an invoice on acceptance of the proposal. 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.

1.5 Payment

“One-off” campaigns require payment within a specified period of time as defined within the contract of services. 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 Promotion of Campaign Commencement and Conclusion, and Promotion of Coverage

1.6a. We may promote the appointment on Our website and on our social media channels. Please let Us know if You would prefer that the appointment was not made public. We may add the media coverage We obtain for You to Our website and to our social media platforms once it becomes available. Please let Us know if You would prefer that media coverage is not made public. We will promote the campaign on Our Case Studies page following the conclusion of Your campaign. Please let us know if You would prefer for Us not to do so.

1.6b Images

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.

1.7 Your Obligations

1.7.1 You shall:
(a) kindly 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 and defer to our judgement in respect of story angle(s), target publication(s) and target audience(s);
(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;
(d) kindly 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; and

(e) Ensure that all information You provide Us is accurate and reflects your own honest opinion. Subject to the nature of Your campaign, We make reasonably request You to sign an indemnity agreement – see 1.10, below.
17.2 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.

1.8 Account Information

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.

1.9 Validity of Proposal and Contract

The services, price and duration of Your proposal and contract are valid for a period specified in Your proposal, if applicable.

1.10 Indemnity Agreement

Depending on the nature of the product or service that We are promoting for You, We may reasonably request You to sign an indemnity agreement at any time during the course of Your campaign with Us. We will make a payment to You of £100 in consideration of this agreement by bank transfer and will require Your bank details to carry out this transaction. We will discuss the indemnity agreement and Our reasons for requesting it with You at such a time that it becomes necessary.

2.0 Account Management

We will provide a dedicated Account Manager who will be Your primary contact throughout Your campaign.

2.1 Phases of Your Campaign & Fact-Finding

Our campaigns typically include a Discovery Phase, a Production Phase, and a Reach Out Phase. Your Account Manager will discuss each Phase with You at the outset of Your campaign. The Discovery Phase typically begins with the completion of a Fact Finding questionnaire, a document that We will send You via email at the outset of your campaign. Your Account Manager may need to discuss the contents of the questionnaire with you and/or hold a separate Fact Finding conversation with you. Such conversations are conducted by telephone at Our own expense.

2.2 Campaign Strategies & Campaign Overviews

2.2(a) Campaign Strategies/Roadmaps

Subject to the terms of Your proposal, Your Account Manager may prepare a campaign strategy or Campaign Roadmap based on the notes s/he took from the Fact-Finding conversation and/or from the information You supplied in your Fact Finding questionnaire. This normally includes proposed story angle(s), proposed media outlet(s) and other recommendations as to how We intend to bring the services of Your campaign to practical fruition. In respect of news stories, broadcast interviews and other media-facing services, We will advise You of the most newsworthy approach based on Our experience and Your product/service; it is understood that You defer to Our judgement. We draw your attention to Section 2.19 in this regard. We will submit the strategy/Roadmap to You via email for approval and, if required, amend it as necessary before proceeding. Naturally, more complex campaigns may require more than one series of amendments.

We may request additional material from You at this stage. Such material may include high-resolution images; copies of Your book in either hard or digital copy; Your product and anything else that We may reasonably require to facilitate the agreed services.

2.2(b) Campaign Overviews

At the conclusion of Your campaign, when We have completed the required services, We may create a Campaign Overview for You. This document includes a short summary of the activity We conducted on Your behalf, together with the media coverage We obtained for You, either in full or in part. The Campaign Overview may also 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.

2.3 Communication between parties

Naturally, You must make Yourself reasonably available for contact by telephone or e-mail during business hours to discuss Your campaign. You must also 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, broadcast 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.

2.4 Results

Due to the nature of the media industry, We do not guarantee that any services we provide as part of Your campaign will achieve coverage in any media outlet, unless expressly stated to the contrary in the proposal. Naturally, We cannot guarantee that any media coverage we obtain for You as part of Your campaign will increase sales of Your product/service, drive traffic to Your website or to third party websites.

2.5 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.

3.0 Services & Scope of Work

3.1 National News Stories

We will only create Your national news story once We have obtained approval from You about its angle and proposed content. This will normally be included within the Campaign Roadmap/strategy, which will also contain other details about how Our national news stories are created.

Our national news stories are created in publication-ready format. This means they are written objectively and in tabloid format. News stories will not carry HTML links unless specifically stated in the proposal.

We will submit the news story to You in draft format and for your approval in the first instance. We will reasonably amend the agreed news story if it contains information that is false or which We have incorrectly inserted through human error.

We may recommend the use of a straw poll if, based on Our experience, We believe it may improve opportunities for the story We write to gain media coverage. If You agree to the use of a straw poll, We may either conduct the poll Ourselves or source and choose a third-party company to conduct it on Your behalf. In either case, You shall receive the proposed questions via email in advance for approval.

In the case of straw polls carried out by Us, the agreed questions will be put to an agreed number of respondents by Us or by consultants in person, by telephone or by email or in person. In the case of straw polls/surveys carried out by a third-party company, the agreed questions will be put to an agreed number of respondents using survey software. 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.

Once We have obtained Your approval for the news story We have drafted, We will begin the distribution process. We distribute national news stories to the national newsdesks by way of any one of Britain’s news agencies. Your news story and accompanying images, if applicable, will be distributed to each of the UK’s national daily newspapers in this fashion. We may from time-to-time distribute news stories to the national media on an exclusive basis where a news story warrants such an approach. We may also distribute national news stories to the national media directly and without the support of a third-party news agency.

We will notify You on the day of distribution and revert to You with an update and/or with the media coverage that the news story obtained for You.

3.2 Radio Interviews

We (or our consultants) will create a pitch which may draw upon, in full or in part, a national news story of other piece of editorial that We have created for You. The pitch will be distributed to all UK radio stations, including commercial stations and BBC stations (though We cannot specify what stations will invite You for interview), either by Us or by a third-party firm. If We do use a third-party firm, We pay a fee to that firm for the service.

We shall notify You about what radio stations have requested an interview and provide You with a detailed spreadsheet in advance. We endeavour to orchestrate radio interviews that take place during normal UK business hours but cannot for obvious reasons always guarantee timings in this regard. We shall also provide You with advice about Your radio interviews in advance where You request such advice or where We believe such advice is necessary.

3.3 Advertising & Native Content

You will receive a draft form, or forms, of artwork for approval, usually in PDF format. By engaging Our services, You understand and agree that: We will make minor amends to this artwork as required. “Minor” means small text changes, colour changes or logo changes; and that We will revise the artwork in its entirety or make material amendments to that artwork once. “In its entirety” means producing new artwork that does not reflect our original artwork, and “material amendments” means making more than just minor amendments, as previously described.
We will send you a high-resolution PDF (or jpeg file as necessary) once the artwork has been approved. We will submit the artwork to the media destination on Your behalf if required to do so by the agreement or otherwise at Our discretion if requested by You. In cases where the media destination requires changes to that artwork, We will liaise with you to agree on those changes and, subject to the details of this clause, make those changes as necessary.

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, videos and ebooks. 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.

In cases of advertorial/native content, We will send you a draft version of the editorial or artwork in advance. 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 advertising, 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.

Where media space is secured on Your behalf, either We will earn an agency commission on Your total advertising spend (commonly 15 per cent). Contracts will normally be between You and the supplier of that media space unless expressly stated to the contrary in Your proposal/contract of services from Us; invoices from those media suppliers will be made out in Your name and subject to whatever credit terms and conditions You have agreed under that contract.

We may at Our discretion purchase media space for the editorial services in the Agreement. In such cases, We shall cover the cost of that media space and the editorial coverage We purchase shall not unless otherwise made clear to you refer to that coverage as ‘sponsored’ or paid-for content.

Unless We have created the artwork or advertorial content, You agree that We are in no way responsible at law for the content of that media space. Queries from the Advertising Standards Authority shall be directed to You or to Your art director/copywriter.

3.4 Book Reviews

We provide book reviews as PR package and book reviews as separate services. In the case of the PR package, We or Our consultants will draft an objective review of Your title. The review shall carry key messages and USPs as defined by Your campaign strategy and may also include an HTML link to a website of your choosing. The review is likely to be up to 800 words in length, although Your Account manager will provide you with more details in this respect. We will present the review to you for approval before submitting it to a third-party company for syndication. Unless stated otherwise, Your review will appear on all websites operated by the Johnston Press media group. Those reviews can be found under the ‘Must Read’ section of each website.

Book reviews that are secured for You as a separate service, whether on UK media platforms or those overseas, will be drafted by Us or by Our consultants and will carry key messages and USPs as defined by Your campaign strategy and may also include an HTML link to a website of your choosing. Such reviews are written objectively. We will present the review to You for approval before submitting it to the agreed publication. We may at Our discretion purchase media space from publications for this purpose or, in the case of non-UK media platforms, use a syndication provider that syndicates content across its websites; such websites may or may not rank highly with Google.

If a book review is sought by an independent publication or journalist, We will endeavour to obtain the proposed review in advance of publication, though We cannot guarantee this outcome.

We may agree or offer to seek book reviews in the national (or international) newspapers as a gesture of goodwill or for a cost-covering fee. Given the competitive nature of national newspaper book reviews, We do not guarantee that our approaches will result in a book review.

3.5 Thought-Leader Articles & Question and Answers

We will agree the angle(s) of thought-leader articles with You during the Discovery Phase of Your campaign and may also include such angle(s) in Your Campaign Roadmap/strategy. We will provide You with sufficient information that You can draft the thought-leader without Our support and involvement. We edit thought-leader articles in accordance with the editorial guidelines of the recipient publications in which they will appear and may add introductions and end-notes. In some cases, and where necessary, We can at our discretion draft them for You with advance notice.

We will send you the final version of the thought-leader article(s) for your approval before submitting them to the agreed recipient publications. We may at Our discretion purchase media space from publications for this purpose.

If Your contact includes Question and Answers, we will send You the questions verbatim from the recipient publication(s) in which Your answers will appear. We will edit your answers as applicable and in accordance with the editorial policy of those publication(s) in which the Q&A will appear. We may at Our discretion purchase media space from publications for this purpose.

3.6 Exclusive Stories

In some cases, We may advocate producing an exclusive story for a particular publication or media genre. If Your proposal includes this service, We will draft the story using the same principles as Our national news stories and may at Our discretion purchase media space from publications for this purpose.

3.7 Televised Appearances

We may from time-to-time recommend televised appearances. The nature of the televised media means We cannot guarantee that any approaches by Us or by Our consultants will result in a televised interview. As such, We offer televised appearances on a conditional fee basis where an agreed fee per appearance will only be levied if an appearance takes place.

3.8 Features

Where Your proposal includes one or more features, We will discuss this with you during the Fact-Finding conversation. ‘Features’ refers to feature-type articles that generally appear in magazines rather than national newspapers.

If Your feature is drafted by Us or by Our consultants (We work with Phoenix Features, a third-party company founded by a former features journalist), We will send You the editorial copy for Your approval ahead of publication. If a book review is written by an independent journalist directly We will endeavour to obtain copy approval in advance of publication, though We cannot guarantee this outcome.

3.9 Website Design

Website Template & Design
Subject to the terms of the agreement, website design will normally include the creation of a website based on a WordPress theme. The proposed theme, colour scheme, branding/typography, logo design, copy content and imagery will normally be included in Your Campaign Roadmap or in a separate Website Report. We may also send You a mock-up of the proposed site for discussion. Unless agreed in advance, the websites We produce carry a maximum of 10 pages.
The websites We create will normally include copyright-free images, which We source from copyright-free image banks online. If additional images are required, We will notify You and seek Your approval before purchasing additional images. If additional images are purchased, they will be treated as a disbursement.

Domain Name(s) Purchase & Renewal
The agreement between Us will normally include a free .co.uk domain name for a period of 12 months. The 12-month period starts at the time We purchase the domain name and not when Your website goes live. We are able to register additional domain names for You at their current sale value.
We will agree a suitable domain name(s) with You during the Fact-Finding conversation, or alternatively use an existing URL that You already own. You must provide Us with access details to the existing domain name.

Domain names must be manually renewed by Us, typically every 12 months. If they are not renewed, Your domain name(s) could be sold by the registrar, which is out of Our control. This scenario could place Your website(s) and domain name(s) at risk.
We will notify You when Your domain name(s) needs renewing by email. We will let You know the cost of renewing that domain name based on its current value set by the domain registrar. If You wish to renew Your domain name(s), You must respond to Our notification and in any event request Us to do so at least 14 days before the domain name(s) expire. In such cases, and on the basis that Your website is hosted with Us, We will not charge You for Our involvement in renewing Your domain name(s) and will raise an invoice only for the cost of the domain name as set by the domain registrar. Such invoices are payable within 14 days of receipt. Any delay in this process could place Your domain name(s) and website(s) in jeopardy and lead to additional costs. Subject to receiving Your request to renew within the given timeframe, We will not charge You for renewing Your domain name(s).

Domain Transfers/Transferring Out
You can transfer Your domain name(s) to another registrar at any time by requesting Us to do so in writing and at least 60 days prior to Your domain name(s)’ expiration date. This period of 60 days affords Us sufficient time to ensure a smooth transition. Subject to receiving this request within the above timeframe, We will not charge You for the domain transfer or for the transfer of Your website files
Where Your domain name(s) have been transferred out, You are responsible for domain name renewals. We can continue to host Your website or you can transfer hosting to another.

Hosting & Hosting Renewal
We will normally provide 12 months’ hosting and cover the costs of doing so as part of the agreement, unless the agreement states otherwise. The 12-month hosting period starts at the time We purchase the domain name(s) and not when Your website(s) goes live. Subsequent hosting fees are non-refundable and charged at £120 per annum plus the current rate of VAT, inclusive of unlimited upload and downloads; unlimited space; up to 10 email mailboxes (additional mailboxes can be purchased for a small additional fee).

We will notify You when Your hosting needs renewing by email. By definition, this is likely to be at the same time We notify You about your domain name renewal. If You wish to renew Your hosting through Us, We will raise an invoice for Your kind attention with 14-day credit terms. You can transfer hosting to another provider – see Hosting Transfers, below.

Hosting Transfers
You can transfer hosting to another provider at any time. To do this, please notify Us in writing. We will send You Your SQL database files, plugins and WordPress theme as quickly as We reasonably can for You to upload to Your new host directly.

Whois Information
Unless agreed otherwise in advance, the registration details for Your website(s) – “WHOis” – will be made out in Our company name. If You would like Us to amend these details in Your name or in Your company/business name, We will do so at no charge provided You provide Us with at least 30 days’ notice. In such a scenario, We strongly recommend that the Admin and Technical Contacts remain under Our control in order that We can manage the domain effectively.
Additionally, We can hide the “WHOis” information (subject to domain type) from public viewing for the one-off fee of £30 plus VAT.

SEO & Keywords
We will conduct reasonable research to establish keywords and include such terms in the website’s editorial content and SEO descriptions. We will list those keywords/key terms in the Campaign Roadmap or Website Report.

Privacy & Data
The introduction of the General Data Protection Regulation (GDPR) in May 2018 gives control back to EU citizens and residents over the use of their data. It has implications for every website, and it is important that website owners – “Data Controllers” – understand and comply with these new rules. Whilst We will have discussed the GDPR with You during the Fact-Finding process, We strongly recommend that You learn more about your responsibilities in this regard. By entering into an agreement with Us, You agree to learn more about and accept Your responsibilities in this regard. Further information can be found extensively online and on the Information Commissioner’s Office (ICO) website: https://ico.org.uk/

Site Security – WordPress Updates
For security reasons, We strongly recommend that You install compatible WordPress updates as and when they become available. Further information about how to do this can be found on EasyWPGuide.com: https://easywpguide.com/wordpress-manual/keeping-your-site-updated/.

Managing, Maintaining & Updating Your Website
We will contact You when Your website is nearing completion and guide You through what We have created. We will make reasonable amendments when such amendments are required.
We will also walk You through Your website(s) and provide details about how to update it upon its completion and typically before it goes live. We will also provide You with a ‘how-to’ document to further assist You thereafter. We are happy to help and answer any questions You may have once the website has been transferred to Your ownership upon completion.
We accept no liability for the website 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 its visitors, are victims of such a cyber-attack.

3.10 Press Releases, Pitches & Letters

We may recommend a press release or pitch in the proposal or otherwise offer to create one for You as a gesture of goodwill. In such cases, the copy and imagery/artwork is drafted by Us or by Our consultants. We will present this to You in draft format for approval before distributing it directly to the agreed recipients. Letters are drafted by Us or by Our consultants and presented to You in draft format for approval before distribution to the agreed recipients. Distribution of press releases, pitches and letters is carried out by Us and Your Account Manager directly.

We will confirm distribution once the process has concluded. 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, and where no guarantees have been made in the proposal, We may offer to re-distribute the press release free-of-charge to the same recipients.

3.11 Ebook & Audiobook Creation

We do not create ebooks or audiobooks in-house and will rather source an applicable third-party company to produce such products on Your behalf. In general, We will facilitate an introduction and any contracts that may arise will between You and the third-party company. We cannot accept liability for the actions of any third-party company We source and introduce to You.

3.12 The Promotion of Events and Launches & Media Invitations

We will design and write individual, press and/or media invitations for Your event. 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 unless expressly stated in our paperwork, nor public 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 or public attendance unless otherwise stated and/or recipient attendance.

3.13 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. If a celebrity agrees to support You, You should be prepared that a cost for that support is highly likely.

3.14 Photography

We will instruct a professional photographer known to or otherwise employed by Us. The photographer will have practical and extensive experience within the national media industry. The photographer will organise the photoshoot 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.

3.15 Product Placements & Giveaways

The term ‘product placements’ refers 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 Press Release or Pitch, 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.

3.16 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. 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. You should be aware of each social media platform’s terms and conditions as these apply to you and to your social media account.

3.17 Social Media Strategies

Social media strategies are normally but not always prepared by your Account Manager. 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, strategic use, which is something we cannot do for you.

3.18 Publishers and Literary Agents’ Proposals

Our Publishers and Literary Agents’ proposals typically include the following sections:

Proposed title; blurb; synopsis; author biography; inclusion of between one and three sample chapters; word count; most recent comparable titles; specialist marketing opportunities; contact details.

The exact information which will be included will be determined by the requirements of the Publisher or Literary Agent. 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 You – either as part of the Fact-Finding conversation or additionally -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. We will report feedback from those recipients verbatim to You within a set period of time (usually six weeks). Naturally, We cannot guarantee that the proposal We create will lead to a publishing contract, or representation by a literary agent.

3.19 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.

3.20 Additional Charges & Disbursements

While We will create a proposal 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, include the following. All rates are subject to VAT at the current rate of 20%:

-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 quoted

– Celebrity 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

– Web-hosting -£80 per year

– Third-party Artwork and Vector Images – Subject to purchase price

– Postage & Packaging – Subject to size, weight, number and type of service used

– All other services, including the creation and distribution of additional editorial, is charged on an hourly rate of £295 plus VAT at the current rate of 20%.

3.21 Outsourcing & Media Buying

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(ies) 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.

3.22 Our Publicity Guarantee

In the unlikely event that We are unable to secure publicity for any expressly guaranteed Service that You appoint Us to conduct, and if You have deferred to our judgement in respect of story angle(s), 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 within the target media identified and agreed between parties at the outset of a PR campaign, or within another agreed publication/platform, regardless of the length of that coverage. We may alternatively propose a different course of action and will obtain Your agreement and consent to proceed in that manner.

If, after all replacement editorial We create fails to secure media coverage, We shall refund to You the total cost of that service within 30 days.

3.23 Coverage & Copyright

We shall send you the media coverage We obtain for you in the form of screenshots and/or hyperlinks and/or hard copy clippings. Note that you may need a copyright licence from the Newspaper Licencing Agency (NLA) or other copyright organisation if you wish to add this media coverage to your website or other marketing literature.

4.0 General

4.1 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.

4.2 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.

4.3 Notices

(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.

4.4 Waiver

(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.

4.5 Severance

(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.

4.6 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.

4.7 Third parties

A person who is not a party to the contract shall not have any rights under or in connection with it.

4.8 Variation

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.

4.9 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.

4.10 Limitation of liability: Your attention is particularly drawn to this clause

Nothing in these conditions shall limit of exclude Our 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).

4.11 Subject to Clause 5.10:

(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.

4.11.1 Except as set out in these conditions, all warranties, conditions and other terms implied by statute or by common law are, to the fullest extent permitted by law, excluded from the contract.

4.12 Cooling off period (within 14 days)- Individuals

This Clause applies if and only if You the Customer enters into a Contract with Us, the Provider, as a consumer – that is, as an individual acting wholly or mainly outside your trade, business, craft or profession – where the Contract is a distance contract or off-premises contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. If you are not a consumer, please refer to Clause 4.17.

4.12.1 You may withdraw an offer to enter into a Contract with Us at any time; and you may cancel a Contract entered into with Us at any time within the period:

(a) beginning when the Contract was entered into; and

(b) ending at the end of 14 days after the day on which the Contract was entered into, subject to Clause 2.13.2. You do not have to give any reason for the withdrawal or cancellation.

4.12.2 By entering into this Contract with Us, You agree that We may begin the provision of services before the expiry of the period and You acknowledge that, if We do begin the provision of services before the end of that period, then:

(a) if the services are fully performed, You will lose the right to cancel referred to in Clause 4.12;

(b) if the services are partially performed at the time of cancellation, You must pay to Us an amount proportional to the services supplied or We may deduct such amount from any refund due You in accordance with this Clause.

4.12.3 In order to withdraw an offer to contract or cancel a Contract on the basis described in this Clause, You must inform Us of Your decision to withdraw or cancel (as the case may be). You may inform Us by means of any clear statement setting out the decision. To meet the cancellation deadline, it is sufficient for You to send Your communication concerning the exercise of the right to cancel before the cancellation period has expired.

4.12.4 If You withdraw an offer to contract, or cancel a contract, on the basis described in this Clause, You will receive a full refund of any amount You have paid to Us in respect of the offer or contract, except as specified in this Clause.

4.12.5 We will refund money using the same method used to make the payment, unless You have expressly agreed otherwise. In any case, You will not incur any fees as a result of the refund.

4.12.6 We will process the refund due to You as a result of a cancellation on the basis described in this Clause without undue delay and, in any case, within the period of 14 days after the day on which We were informed of the cancellation.

4.13 Cooling off period – Businesses

Businesses do not have a right to a cooling off period. If Our invoice to You is made out to a business, rather than to an individual, no cooling off period will apply. As such, those cancellation charges in Clause 4.18, below, shall apply.

4.14 Client Cancellation (whether an individual after 14 days or by a business at any time)

4.14.a Where the Fact-Finding interview/conversation has not been conducted

You acknowledge that work commences upon contractual completion and that all time we spend on Your campaign from this point of agreement is billable.

In the event of cancellation by the Client (whether an individual or business) where the Fact-Finding interview has not been conducted, We shall retain £250 to cover Our costs and time. We shall refund to You within 60 days the balance of Your campaign fees (in addition to any VAT you may have paid) minus this £250. If You have not yet paid Our fees in full, You agree to pay Us £250 plus VAT.

4.14.b Where the Fact-Finding interview/conversation has been conducted but no strategy or Campaign Roadmap created

In the event of cancellation by the Client (whether an individual or business) where the Fact-Finding interview has been conducted but no Campaign Roadmap/strategy has yet been prepared, for any reason, We shall retain £750 to cover Our costs and time. We shall refund to You within 60 days the balance of Your campaign fees (in addition to any VAT you may have paid) minus this £750. If You have not yet paid Our fees in full, You agree to pay Us £750 plus VAT.

4.14.c Where the Campaign Roadmap or strategy has been prepared

In the event of cancellation by the Client (whether an individual or business), where the Campaign Roadmap or campaign strategy has been prepared[and the Discovery Phase of the campaign has by definition concluded], We shall retain 50% of the total contract value. We shall refund to You50% of the total campaign costs within 60 days or otherwise invoice You for 50% of the total campaign costs.

4.14.d Where partial services have been performed

In the event of cancellation by the Client (whether an individual or business) where the Discovery Phase of the campaign has concluded, and where some but not all of the contracted services have been performed, the Client agrees to pay within 14 days all of Our costs amounting to not less than 75% of the total contract value. We shall refund to the Client 25% of the total campaign costs within 60 days or otherwise invoice the Client for 75% of the total campaign costs.

4.14.e Where all services have been performed

In the event of cancellation by the Client (whether an individual or business) where all of the editorial services have been performed (and whether published or otherwise),We shall retain all of the contract value.

4.15 Postponement

The 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.

4.16 Termination of 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.

4.17 Termination

5.22 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 clauses herein);

(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 4.14 will apply.

4.23 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.

4.24 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 4.16..1(b)) to clause 4.16.1(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.

4.18 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.

4.19 Confidentiality

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 shall survive termination of the Contract.

5.0 Company Procedures

5.1 Privacy Policy

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.

5.2 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. Copyright design rights and all other intellectual property rights will remain in the whole ownership of Palamedes PR until such a time that Your fees are paid. All rights reserved.

5.3 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, We reserve the right to charge interest and a collection fee in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 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. We reserve the right to retract and/or remove the digital publicity We have generated for You.

5.4 Complaints Procedure

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 60 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.