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Terms & Conditions

This agreement confirms the appointment of October Communications Ltd as a PR and Marketing consultancy.

SCOPE OF WORK

The scope of work is detailed in the proposal already sent to the Client. We will always do our best to ensure that your consultant remains with you for the duration of this contract. However, if they are changed due to unforeseen circumstances, we will consult you on the replacement. Any subsequent changes and additions to the services continue to be subject to these terms and conditions and will be confirmed in writing.

These are the terms and conditions on which the Services will be provided by October Communications Ltd (“October”). Unless we expressly agree otherwise, these terms and conditions will apply to any future instructions, subject to agreement on Fees and Expenses. If you have any questions, please contact October’s Director, Daniel Nelson, who has ultimate responsibility for your work.

FEES AND CURRENCY

The fees are as detailed in the proposal already sent. Invoices are issued in GBP for UK clients, USD for US clients, and EUR for European clients. October holds bank accounts in all three currencies. Payments are taken by Direct Debit at the end of every month, or by invoice via Stripe where agreed.

VAT (UK clients only)

VAT will be added to invoices at the applicable rate. This does not apply to US or European clients, whose invoices will not include VAT.

ADDITIONAL EXPENSES

We use specific software to perform tasks throughout the month, which is absorbed within the agreed cost. If there are any additional costs not covered within the agreed fee, these will be discussed and agreed with you before being added to your invoice.

TERMINATION

This agreement runs until 14 days’ written notice to terminate is given by either party. Any outstanding fees and expenses at the point of termination must be settled immediately.

POINT OF NOTE

No programme or proposal for marketing should be cast in stone. It should be treated as a framework providing guidance and direction. Some proposed activities may not bear fruit and will be replaced as opportunities arise. A good marketing programme will always be flexible, evolving in response to circumstances.

  1. DEFINITIONS

1.1 The following definitions apply throughout these terms and conditions.

Business Days: A day other than a Saturday, Sunday, or public holiday when banks are open for business in the Client’s country of operation.

Client: The person or organisation for whom October provides the Services.

October Materials: All documents, products and materials developed by October, or otherwise owned by or licensed to October, in any form including computer programmes, data, reports and specifications.

Deliverables: All documents, products and materials developed by October specifically for the Client in relation to the Services.

Document: Includes any document in writing, drawing, project management chart, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Expenses: The expenses included or agreed as set out in the proposal.

Fee: The fees charged for the Services as set out in the proposal.

In-put Materials: All documents, information and materials provided by the Client relating to the Services, including computer programmes, data, reports and specifications.

Intellectual Property Rights: All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for and renewals or extensions of such rights.

Services: The services to be provided by October under this agreement.

  1. OCTOBER’S OBLIGATIONS

2.1 October shall use all reasonable endeavours to manage and provide the Services and to provide the Deliverables to the Client.

2.2 October shall, where applicable, observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Client’s premises, provided these have been communicated to October.

  1. CLIENT’S OBLIGATIONS

3.1 The Client shall:

a. Co-operate with October in all matters relating to the Services. b. Provide October with the In-put Materials. c. Provide for October, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the information, data and other facilities as reasonably requested by October for the purpose of providing the Services.

3.2 If October’s performance of its obligations is prevented or delayed by any failure of the Client to meet its obligations, or by any act or omission of the Client, its agents, sub-contractors or employees, October shall not be liable for any costs, charges or losses arising directly or indirectly from such prevention or delay.

  1. NON-SOLICITATION

4.1 The Client shall not, without the prior written consent of October, at any time from the date of this agreement to the expiry of nine months after the last date of supply of the Services, solicit or entice away from October, or employ or attempt to employ, any person who is or has been engaged as an employee, consultant or sub-contractor of October.

  1. CHARGES AND PAYMENT

5.1 October shall invoice the Client monthly for the Services in the currency applicable to the Client’s location as set out in the Fees and Currency section above.

5.2 If the Client requests any additional services, these will be subject to a separate fee arrangement outside of the fees outlined in the proposal.

5.3 Any fixed price excludes additional expenses as agreed.

5.4 If the Client fails to pay October on the due date, October may:

a. Charge interest on the outstanding sum from the due date at an annual rate of 5.7%, accruing on a daily basis and compounded quarterly until payment is made, whether before or after any judgment. UK clients: October may additionally claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. b. Suspend or cancel all outstanding Services until payment has been made in full.

5.5 All sums payable to October under this agreement shall become due immediately on termination.

5.6 Each party may set off any liability of the other party against any liability of the original party to the other party.

  1. THIRD PARTY INVOLVEMENT

6.1 At the Client’s request, October may introduce or recommend third parties to assist the Client. Such third parties will be selected based on the quality of their work, client service and sector knowledge.

6.2 With the Client’s full knowledge and consent, October may introduce third party suppliers. Where October sources such third parties, it does so as the Client’s agent. October will take care when engaging them but will not be liable for any act or omission of those third parties.

  1. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights in the October Materials shall remain with October.

7.2 October grants the Client a non-exclusive, royalty-free licence to use the October Materials to the extent necessary to enjoy the benefit of the Services. The Client shall have no right to sub-licence or make any commercial use of such rights without the prior written consent of October.

7.3 All Intellectual Property Rights in the In-put Materials and the Deliverables shall vest in the Client, subject to a non-exclusive, royalty-free licence to October to use the same.

  1. CONFIDENTIALITY

8.1 Confidentiality is fundamental to our relationship. October respects all sensitive commercial information entrusted to it, including after the completion of work. October’s IT systems are secure and accessible by October employees only.

8.2 Each 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 by the other party. Each party shall restrict disclosure to those employees, agents or sub-contractors who need to know, and shall ensure such persons are subject to equivalent obligations of confidentiality.

8.3 The terms and conditions of this agreement are confidential between the parties and shall not be disclosed to any third party except as necessary to carry out its terms.

  1. PROFILE AND RECOMMENDATIONS

October may wish to use work completed for the Client to help secure work from other organisations, including as case studies or references. October will always respect confidentiality as set out in clause 8. Any materials referencing the Client shall be approved by the Client prior to publication.

  1. COMPLAINTS

10.1 October will aim to deliver the best possible work and service. If the Client has a complaint, it should be raised as soon as possible with October’s Director. October shall use all reasonable endeavours to resolve any complaint promptly. October is not responsible for complaints that are not raised as soon as the grounds for such a complaint become apparent.

  1. LIABILITY

11.1 This sets out the entire financial liability of October to the Client in respect of any breach of this agreement, any use made by the Client of the Services or Deliverables, and any representation or act or omission arising under or in connection with this agreement.

11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

11.3 Nothing in these conditions limits or excludes the liability of October for death or personal injury resulting from negligence, or for any damage or liability incurred as a result of fraud or fraudulent misrepresentation.

11.4 Subject to the above, October shall not be liable, whether in tort, contract, misrepresentation or otherwise, for:

i. Loss of profits ii. Loss of business iii. Depletion of goodwill or similar losses iv. Loss of anticipated savings v. Loss of goods vi. Loss of contract vii. Loss of use viii. Loss or corruption of data or information

  1. TERMINATION

12.1 Either party may terminate this agreement by giving 14 days’ written notice, or immediately if:

a. The other party commits a material breach and fails to remedy it within 30 days of written notice. b. UK clients: an order is made or a resolution passed for the winding up of the other party, or an administrator is appointed, or a receiver is appointed over any of the other party’s assets, or the other party makes any arrangement with its creditors under the Insolvency Act 1986 or any equivalent legislation. US clients: the other party files a voluntary petition, or has filed against it an involuntary petition, under Chapter 7 or Chapter 11 of the US Bankruptcy Code, or any equivalent insolvency proceeding under applicable state law. c. The other party ceases or threatens to cease trading. d. UK clients: there is a change of control of the other party as defined in section 574 of the Capital Allowances Act 2001. US clients: there is a change of control, meaning any transaction or series of transactions resulting in any person or entity acquiring more than 50% of the voting securities or assets of the other party.

12.2 On termination:

a. The Client shall immediately pay all outstanding invoices and any fees for Services supplied but not yet invoiced. b. The Client shall return all October Materials and Deliverables.

  1. VARIATIONS

No variation of this agreement shall be valid unless it is in writing and signed by both parties.

  1. RIGHTS OF THIRD PARTIES

This agreement is made for the benefit of the parties to it and is not intended to benefit or be enforceable by anyone else.

  1. GOVERNING LAW AND JURISDICTION

15.1 This agreement and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales.

15.2 The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

15.3 US and European clients acknowledge that by entering into this agreement they are accepting English law as the governing jurisdiction. Where mandatory provisions of applicable US federal, state, or European law apply and cannot be excluded by contract, those provisions shall apply to the extent required by law, but shall not otherwise affect the validity or enforceability of the remaining terms.

This agreement is entered into on the date the Client confirms acceptance.

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