Terms & Conditions

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

Scope of Work

• The Scope of Work is detailed in the checkout upon sign-up.

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

Fees

The fees you agree to are explained in detail at the checkout. Payments are taken by Direct Debit at the end of every month.

Please note that there may be some circumstances where we ask you for payment in advance. We reserve the right to send out interim bills for our fees and expenses while work is in progress.

Additional Expenses

We use specific software to perform tasks throughout the month which are absorbed within the monthly cost, however, if there are any additional costs which are not covered from within the agreed monthly retainer, agreed charges may be added to the monthly fees.

Termination Provisions

This agreement commences in perpetuity until 14 days’ notice to terminate is given by either party.  Any outstanding fees and expenses at the point of termination need to 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 a sense of direction. Some proposed activities may not bear fruit and shall be replaced as opportunities arise. A good marketing programme will always be flexible, evolving in response to circumstances.

1.0 Definitions

1.1 The definitions in this clause apply throughout these terms and conditions.

Business Days: Your October consultant will be available to you at all times, however, for the purposes of our contract we need to specify that a day (other than a Saturday, Sunday or public holiday in England) is when banks are open for business.

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

Our focus is on providing the work for you as outlined in the service description. Instructions for work from other partners, employees or third-party providers will need to be approved by one of the people with the authority to instruct October unless you subsequently specify otherwise.

October Materials: all Documents, products and materials developed by October (but not those referring to the Client) or otherwise owned by or licensed to October, in any form including, but without limitation 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, in addition to any document in writing, any drawing, project management charts, 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.

Fee: the fees charged for the Services.

In-put Materials: all Documents, information and materials provided by the Client relating to the Services, including, but without limitation, 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 right, 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, and all similar or equivalent rights or forms of protection in any part of the world.

Services: the services to be provided by October under this Agreement.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

2.0 October’s Obligations

2.1 October shall use all reasonable endeavours to manage and provide the Services and targets 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, and further that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its other obligations.

3.0 Client’s Obligations

3.1 The Client shall:

3.1.1 co-operate with October in all matters relating to the Services;

3.1.2 provide October with the In-put Materials; and

3.1.3 provide for October its agents, sub-contractors and employees, in a timely manner

at no charge, access to the Client’s premises, office accommodation, information data and other facilities as reasonably requested by October for the exclusive purpose of providing the Services.

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

4.0 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 or termination of this Agreement 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 at the date of termination of the Services.

5.0 Charges and Payment

The Services, Fees and Expenses are all outlined at the beginning of this document. However, we also need to protect ourselves in the event of excessive and unreasonable delay of payment or non-payment. Any increase to your rates will be discussed and agreed with you in advance. Any increase in rates will not change these terms and conditions.

5.1 October shall invoice the Client monthly for the Services.

5.2 If we are subsequently asked by you to provide any additional services then these will be subject to a separate fee and expenses arrangement outside of the Fees and Expenses outlined at the beginning of this document.

5.3 Any fixed price or daily rate excludes:

5.3.1 The additional Expenses; and

5.3.2 VAT, which October shall add to its invoices at the appropriate rate.

5.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay October on the due date, October may:

5.4.1 charge interest on such sum from the due date for payment at the annual rate of 5.7% (based on iwoca’s lending rate), accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and October may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

5.4.2 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 its termination, despite any other provision. This clause (5.5) is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.

5.6 Each party may, without prejudice to any other rights it may have, set off any liability of the other party to the original party against any liability of the original party to the other party.

6.0 Third Party Involvement

6.1 At the Client’s request, October may introduce or recommend third parties to assist the Client in developing the Client business. Such third parties will be selected and approved by October based on the quality of their work, their client service and knowledge of the sector. Subject to prior discussion, October will also work with third parties nominated by the Client, but will not be responsible for managing or approving the nature and quality of the work provided.

6.2 With your full knowledge and consent, October may introduce third party suppliers into the arrangement. For work provided by third parties that require October or that third party to incur costs before provision of the services, the Client may be required to make payment of those costs in advance and on account. Where October sources such third parties, we do as your agent. We will take care when engaging them but we will not be liable for any act or omission of those professionals.

7.0 Intellectual Property Rights

Some of October’s approach, techniques, methodologies, illustrations and materials and the combination of their use have been developed by October for its exclusive use and financial benefit. Of course, you will be entitled to their benefit as part of our work but we ask that you respect our intellectual property rights and do not seek to use or copy the material for purposes other than that we have agreed.

7.1 All Intellectual Property Rights in the October Materials shall vest in October and the Client shall acquire no rights in the same other than in accordance with clause 7.2.

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 expressly agrees and acknowledges that it shall have no right to sub-licence or make any commercial or other 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.

8.0 Confidentiality

8.1 Confidentiality is crucial to our relationship. You are likely to entrust us with highly sensitive commercial information relating to your business, your employees and even your competitors. In some cases, providing us with confidential information will be essential to us being able to provide the Services to the standard required.  It’s important that you understand our respect for that confidentiality including after the completion of our work for you. Please note that our IT systems are also 100% secure and accessible by October employees only. Some documents, if necessary, will only be available to October employees on a restricted basis.

8.2 Each party shall keep and shall procure that their employees 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 other, its employees, agents or sub-contractors and any other confidential information concerning the party’s business. Each party shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind that party.

8.3 The terms and conditions of this Agreement are confidential between the parties and shall not be disclosed to anyone else, except as may be necessary to effectuate its terms.

9.0 Profile and Recommendations

If appropriate, we may like to use the work we have done for you to help us secure work from other organisations. We may appreciate your help in a number of ways including providing, and being available to provide a reference, allowing us to use your work as a case study on our website or as an example when talking to other organisations. Please note that we will always respect the confidentiality as outlined in clause (8) above. October may, with the prior consent of the Client publish details of the Client and the Services provided under this Agreement, including for the avoidance of doubt in the form of case studies or other publicity materials. All such materials shall be approved by the Client prior to publication or distribution.

10.0 Complaints

We will aim to do the very best work for you and deliver the best possible service. We will agree this at the beginning of our relationship. However, you may have a reason to complain about our work and/or the service. It is important you let us know as soon as possible so we can rectify any situation.

10.1 Where a client has a complaint it shall raise this with either the director providing the Services at the relevant time or with October’s Managing Director. October shall use all reasonable endeavours to resolve any complaint when it occurs and on request shall provide an alternative director to continue the provision of the Services. However, October is not responsible for complaints if these are not raised as soon as the grounds for such a compliant become apparent to the Client.

11.0 Liability

11.1 This sets out the entire financial liability of October (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

11.1.1 any breach of this Agreement;

11.1.2 any use made by the Client of the Services, the Deliverables or any part of them; and

11.1.3 any representation, statement or tortuous act or omission (including negligence) 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:

11.3.1 for death or personal injury resulting from negligence; or

11.3.2 for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the October.

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

1. loss of profits; or
2. loss of business; or

iii. depletion of goodwill and/or similar losses; or

1. loss of anticipated savings; or
2. loss of goods; or
3. loss of contract; or

vii. loss of use; or

viii. loss of corruption of data or information

12.0 Termination

12.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability immediately on giving notice of 1 month or immediately if:

12.1.1 the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

12.1.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

12.1.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

12.1.4 a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

12.1.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

12.1.6 the other party ceases, or threatens to cease, to trade; or

12.1.7 there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).

12.2 On termination of this Agreement for any reason:

12.2.1 the Client shall immediately pay to October all of their outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, October may submit an invoice, which shall be payable immediately on receipt; and

12.2.2 the Client shall return all of the October Materials and Deliverables.

13.0 Variations

No variation of this Agreement or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.

14.0 Rights of Third Parties

This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit or be enforceable by anyone else.

15.0 Governing Law and Jurisdiction

15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

This Agreement has been entered into on the date the order is submitted.