Terms & Conditions

Terms & Conditions

The standard terms and conditions which govern the relationship between the Consultancy and the Client for the provision of the Consultancy’s services, and are based on the model recommended by the Public Relations Consultants Association, the trade body of the UK public relations industry. Where there is any inconsistency between this contract and any subsequent letter of amendment, the terms of the letter shall prevail.

A. Appointment and Programme

This agreement confirms the appointment of Changeworks Communications (hereafter referred to as ‘the Consultancy’) as Public Relations Consultants to the entity which enters into a contract with Changeworks (hereafter referred to as ‘the Client’) to carry out an agreed public relations/content marketing programme.

B. Fees

The management, executive and administrative time in the UK, will be charged at an agreed rate per day for a minimum number of days a month. Or alternatively on a project fee, agreed up front.

The Consultancy reserves the right to negotiate a revised fee structure if the Client changes its requirements so as to involve changes in the agreed workload, or to renegotiate the agreed workload if the fee is reduced.

A minimum of three months’ notice are required if the Client fees are to be reduced or increased for any reason.

C. Disbursements/Operating Terms

An administrative charge, will be invoiced monthly in arrears to cover routine out- of-pocket expenses such as telephone and any other client approved travel and accommodation.

All other items, including materials and services purchased from third party individuals, companies or organizations on the Client’s behalf will be charged at cost plus a handling charge of 10%. Reasonable care is taken purchase at competitive prices.

Standard services such as press monitoring and evaluation will be re-chargeable to the client monthly in arrears at cost, without any agency service charge.

All expenditure will require prior approval by the client by email.

The Client has the right to decide to pay third party suppliers directly for items on which the Client is not prepared to pay a handling charge. In such instances, no handling charges will be incurred, although the time taken to identify and manage the supplier and related invoicing arrangements will be deducted from the monthly agreed time. Equally, the Consultancy will not action any written agreement with the supplier that could in any way be taken to represent that it will have any liability for payment to the supplier – including approval of costs or an instruction to proceed.

D. Payment Terms

The Consultancy’s service fees are payable by cheque or electronically directly into the Consultancy’s bank account.

Retainer service fees are charged [one month in advance], to reach the Consultancy not later than 30 days after the invoice date.

Net monthly project fees, disbursements and expenses are charged at the end of the calendar month in which they were incurred and are payable within 30 days of the invoice date.

Expenses exceeding the value of two months of the retainer fee and advance payments are billed immediately on receipt of purchasing authority from the Client in keeping with the terms and conditions detailed in Clause D.

Unless the invoice is disputed the Consultancy reserves the right to levy an interest charge for late payment of invoices submitted of 3% of the outstanding sum per month. Invoices for late payment will be issued within 10 working days of the invoice to which they relate being due and monthly thereafter. Interest invoices are payable within 10 working days.

If for any reason the Client’s payment of fees and/or disbursements is overdue by 2 months or more, the Consultancy reserves the right to terminate work on the Client’s behalf until the full payment is received by the Consultancy. The Client will pay a termination charge of three times the monthly retainer fee agreed in the contract in the event of termination of work for reasons of late payment. The issuing of a termination charge will nullify any further requirement by either party to give three month’s notice of termination of the contract. The Consultancy will notify in writing its intention to terminate the agreement due to late payment and the client will be offered 7 days to rectify the position.

Items purchased by the Consultancy on behalf of the Client remain the property of the Consultancy until such time as invoices relating to their purchase have been settled in full.

E. Termination Provisions

Either party, by giving not less than three calendar months’ written notice, may terminate this agreement at any time. The notice period begins on the day that the receiving party acknowledges receipts of written notice or the date marked as signed for by the Post Office representative or courier responsible for delivery, whichever is sooner.

A verbal declaration of intent to terminate the agreement, or a written notice of intent to hold a re-pitch for the account without a related notice of termination, will not be regarded as termination of the agreement.

In the event of termination of this agreement, for whatever reason, the Client will be responsible for all fees due to the Consultancy including costs, expenses and disbursements incurred by the Consultancy on behalf of the Client up to and including any notice period.

On satisfaction by the Client in full of its payment obligations, the Consultancy will co-operate so far as practicable in enabling the Client to take over any contract and arrangement with third parties, and will transfer to the Client any unused materials purchased on behalf of the Client.

The parties will agree to any additional compensation payable to the Consultancy in the event that detailed creative or other work for a future programme or project prepared by the Consultancy at the request of the Client during the period of this Agreement are subsequently implemented in whole or in part by the Client or his agent.

F. Standard Terms of Business

The Standard Terms of Business attached to this Contract are deemed to be an integral part of this contract. They are taken from the PRCA’s Trade Standard Terms of Business. Should any terms of business within the Trade Standard Terms of Business conflict or be materially different to conditions of this Contract, the terms within the Contract shall prevail.

As a Registered Member of the Chartered Institute of Public Relations and the Chartered Institute of Marketing, the Consultancy abides by its aims and objectives and Professional Charter.

CHANGEWORKS COMMUNICATIONS: Standard Terms of Business

1. Co-operation

The Consultancy will co-operate fully with the Client and take the initiative in offering advice and services. The Client agrees to assist the Consultancy in the performance of these duties by making available to the Consultancy all relevant information.

2. Consultancy Status

The Consultancy acts in all contracts as a principal at law.

3. Disbursement and Expenses

The Consultancy fee shall be exclusive of the following disbursements and expense items relating to the agreed programme:

(a) Accommodation and subsistence
(b) Advertising artwork and mechanical items
(c) Design, artwork and print
(d) Direct Mail
(e) Entertainment
(f) Exhibition and display material
(g) Film Production
(h) Market research
(i) Media monitoring (radio, television and press)
(j) Messenger services
(k) Newspapers and magazine subscriptions
(l) Photocopying and stationery
(m) Photography and prints
(n) Postage, telephone and facsimile transmissions
(o) Press material production and distribution
(p) Special events, meetings, conferences etc
(q) Telecommunications
(r) Travel

Materials and services purchased from third party individuals, companies or organisations will be charged at cost plus a handling charge of 10%. Telecommunications costs are charged at a set monthly level agreed in advance by the Client in line with the Consultancy’s annual fees and costs notice, issued at the start of each year.

4. Approvals and Authority

After obtaining general approval of campaign or project plans, the Consultancy will submit to the Client for specific approval as required:

(a) Draft press releases, articles, copy, graphics, photographs and captions
(b) Copy, layouts, artwork and scripts
(c) Cost estimates of the various items in the programme

The Consultancy will take all reasonable steps to comply with any requests from the Client to amend, halt, reject or cancel work in preparation, insofar as this is possible within the terms of its contractual obligations to suppliers.

Amendments or cancellations will be implemented by the Consultancy only on the understanding that the Client will be responsible for any costs or expenses incurred prior to, or as a result of, the cancellation or amendment and which cannot be recovered by the Consultancy.

5. Copyright

The copyright in all artwork, copy and all other work produced by or assigned to the Consultancy rests with the Consultancy, unless duly assigned under the Copyright Design and Patents Act 1988.

On payment by the Client of the relevant Consultancy fees and charges in full, any copyright lawfully assigned by subcontractors and their agents to the Consultancy and the Consultancy’s own copyright will be assigned to the Client, unless other arrangements are agreed by the Client.

7. Confidential Information

The Consultancy acknowledges its duty not to disclose without Client permission during or after the term of appointment, any confidential information.

The Client in turn acknowledges the Consultancy’s right to use any general intelligence regarding Client products or services gained during its appointment.

8. Insurance

The Client shall indemnify, and keep indemnified, the Consultancy against any and all proceedings, claims, damages, losses, expenses or liabilities which the Consultancy may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared or specifically approved (as described in paragraph 5) by the Client, particularly in relation to proceedings under the Trade Descriptions Act 1968. Such material shall include press releases, articles, case studies, copy, scripts, artwork and detailed plans.

9. Disputes

In the event of a dispute between the Client and the Consultancy, both parties will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution’s (CEDR) Model Mediation Procedure.

10. Payment in Foreign Currency

The Consultancy’s fees and costs will be paid in £ Sterling. Any costs arising from a Client’s requirement to pay third parties in another currency will be paid for by the Client and such payments will be made at the rate of exchange prevailing at the point of payment by the Consultancy of the invoice.

11. Payment of Expenses

Two fundamental principles on which the Consultancy/Client financial relationship is based are:

(a) The Consultancy shall finance its own operations, but not costs incurred on behalf of its Clients.

(b) As principal at law, the Consultancy is held by suppliers as solely liable for payment.

The Consultancy reserves the right to levy an interest charge for late payment of invoices submitted of
3% of the outstanding sum per month. Invoices for late payment will be issued within 10 working days of the invoice to which they relate being due and monthly thereafter. Interest invoices are payable within 10 working days.

12. Employment Poaching

It is agreed that neither the Consultancy nor Client will offer employment to employees of the aforesaid Consultancy or Client during the period of the Contract or within 6 months of its cessation.

13. English Law

All contracts between the Client and Consultancy will be governed by and construed in accordance with English Law.

14. Waiver

The failure by either the Client or the Consultancy to enforce at any time or for any period any one or more of the terms and conditions of any contract between them shall not be a waiver of them or the right at any time thereafter to enforce all terms and conditions of that contract.

15. Force Majeure

Both the Client and the Consultancy will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of any contract of them impossible, and whereupon all money due to either of the parties shall be paid immediately.

16. PRCA Professional Charter

The Consultancy will abide by the PRCA Professional Charter in all its dealings. The Charter drawn up by the PR Industry’s professional Association defines Consultancy and its relations with its Clients and sets out an accepted standard of professional practice. The Charter is as follows:

A. A member firm shall:

• Have a positive duty to observe the highest standards in the practice of public relations. Furthermore a member has the responsibility at all times to deal fairly and honestly with Clients, past and present, fellow members and professionals, the public relations profession, suppliers, intermediaries, the media of communication, employees, and above all else the public.

• Be expected to be aware of, understand and observe this code, any amendment to it, and any other codes which shall be incorporated into this code, and to remain up-to-date with the content and recommendations of any guidance or practice papers issued by the PRCA, and shall have a duty to conform to good practice as expressed in such guidance or practice papers.

• Uphold this code and co-operate with fellow members in so doing by enforcing decisions on any matter arising from its application. A member firm that knowingly causes or permits a member of staff to act in a manner inconsistent with this code is party to such action and shall itself be deemed to be in breach of it. The employer must discipline any member of staff of a member company who acts in a manner inconsistent with this code.

A member firm shall not:

• Engage in any practice nor be seen to conduct itself in any manner detrimental to the reputation of the Association or the reputation and interests of the public relations profession.

B. With reference to conduct towards the public, the media and other professionals, a member firm shall:

• Conduct its professional activities with proper regard to the public interest.

• Have a positive duty at all times to respect the truth and shall not disseminate false or misleading information knowingly or recklessly, and to use proper care to avoid doing so inadvertently.

• Have a duty to ensure that the actual interest of any organisation with which it may be professionally concerned is adequately declared.

• When working in association with other professionals, identify and respect the codes of these professions and shall not knowingly be party to any breach of such codes.

• Cause the names of all its directors, executives and retained consultants who hold public office, are members of either House of Parliament, are members of local authorities or of any statutory organisation or body, to be recorded in the relevant section of the PRCA Register.

• Honour confidences received or given in the course of professional activity.

• Neither propose nor undertake any action which would constitute an improper influence on organs of government, or on legislation, or on the media of communication.

• Neither offer or give, nor cause a Client to offer or give, any inducement to persons holding public office or members of any statutory body or organisation who are not directors, executives or retained consultants, with intent to further the interests of the Client if such action is inconsistent with the public interest.

C. With reference to conduct towards Clients, a member firm shall:

• Safeguard the confidence of both present and former Clients and shall not disclose or use these confidences, to the disadvantage or to the financial advantage of the member firm, unless the Client has released such information for public use, or has given specific permission for its disclosure; except upon the order of a court of law.

• Inform a Client of any shareholding or financial interest held by that firm or any member of that firm in any company, firm or person whose service it recommends.

• Be free to accept fees, commissions or other valuable considerations from persons other than a Client, only provided such considerations are disclosed to the Client.

• Shall list the names of its Clients in the Annual Register of the Association.

• Be free to negotiate with a Client terms that take into account factors other than hours worked and seniority of staff involved. These special factors, which are also applied by other professional advisers, shall have regard to all the circumstances of the specific situation and in particular to:

(a) The complexity of the issue, case, problem or assignment, and the difficulties associated with its completion.
(b) The professional or specialised skills and the seniority levels of staff engaged, the time spent and the degree of responsibility involved.
(c) The amount of documentation necessary to be perused or prepared, and its importance.
(d) The place and circumstances where the assignment is carried out, in whole or in part.
(e) The scope, scale and value of the task and its importance as an issue or project to the Client.

A member firm shall not:

• Misuse information regarding its Client’s business for financial or other gain.

• Use inside information for gain. Nor may a Consultancy, its members or staff directly invest in their Clients’ securities without the prior written permission of the Client and of the member’s chief executive or chief financial officer or compliance officer.

• Serve a Client under terms or conditions, which might impair its independence, objectivity or integrity.

• Represent conflicting or competing interests without the express written consent of Clients concerned.

• Guarantee the achievement of results that are beyond the member’s direct capacity to achieve or prevent.

• Invite any employee of a Client advised by the member to consider alternative employment (an advertisement in the press is not considered to be an invitation to any particular person).

D. With reference to conduct towards colleagues, a member firm shall:

• Adhere to the highest standards of accuracy and truth, avoiding extravagant claims or unfair comparisons and giving credit for ideas and words borrowed from others.

• Be free to represent its capabilities and services to any potential Client, either on its own initiative or at the behest of its Client, provided in so doing it does not seek to break any existing contract or detract from the reputation or capabilities of any member Consultancy already serving that Client.

A member firm shall not:

• Injure the professional reputation or practice of another member.

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