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.
(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.
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.
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.
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.
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.
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.