These are the Standard Terms of Business for working with EAST VILLAGE. Limited, trading as EAST VILLAGE., and are deemed to form part of any Agreement to which they are attached. These Standard Terms of Business take precedence over any terms and conditions supplied by any Client, whether attached to or enclosed to any other Agreement, invoice, purchase order, or elsewhere.
The provisions set out in these Terms of Business shall, where relevant and unless otherwise stated, survive the expiry or termination of the Agreement.
EAST VILLAGE. agrees with the Client during the term of this Agreement to, at all times, work diligently to protect and promote the interests of the Client; act loyally and faithfully towards the Client; advise the Client of any key correspondence with representatives of the media concerning the Client; and co-operate, where appropriate, with any additional agencies and advisers engaged by the Client.
The Client’s Obligations will be set out in the Agreement and will include, but not be limited to, the Client providing all information, assistance and materials that EAST VILLAGE. requests to facilitate the proper and timely performance of the Services; to be responsible for the accuracy, completeness and propriety of information provided; and to notify the Consultancy promptly if the Client considers any statement made to be incorrect or misleading in any way, or may give rise to any claim or action for defamation or otherwise against EAST VILLAGE.
The deliverables of any contract, be that retainer, project or otherwise, will be set out at the time of engagement between the Client and EAST VILLAGE in the Scope of Work. Should any alterations take place as a result of the Client’s activity, such as delay in providing requested materials, information, instructions, or authorisations, EAST VILLAGE. may charge additional fees to cover labour and resource costs. The Client will also be liable for any third party costs incurred as a result.
The contract duration will be set out in the initial Scope of Work and the Agreement signed by EAST VILLAGE. and the client. Proposals for further projects may be agreed by the Client and EAST VILLAGE., from time to time. When signed by both parties, such proposals setting out details of the Services to be provided shall be incorporated into, and form part of, this – and any original – Agreement.
Either party may terminate the Agreement, following any initial period stated in the Agreement, by providing two full invoice months’ notice in writing by post or email.
Either party may terminate the Agreement immediately upon written notice to the other in the event of:
any material breach of the Agreement by either party, which if not remedied (if capable of remedy) within 30 days after the service of a written notice requiring the breach to be remedied;
the other party becoming insolvent, entering into liquidation either voluntary or compulsory (save for the purpose of reconstruction or amalgamation), passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt, or ceasing or threatening to cease to carry on business.
During any notice period, this Agreement will remain in full force and effect and the rights and obligations of the parties will continue, including the placing of advertising materials in any media whose dates fall within the notice period.
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 the effective date of termination. 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 contracts and arrangements 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 is subsequently implemented in whole or in part by the Client or its agent.
The service fees will be charged in accordance with EAST VILLAGE.’s day rate at the time of engagement. For retainers, this will be a monthly fee and for projects, a one-off fee. The level of support, and accompanying fee, may be increased at any time during the agreement, subject to Written Approval by both parties. This includes, in relation to, Nationwide cost of living increases and inflation rises. Any increase in fees will be communicated via Written Approval, 30 days before increases take effect.
Fees have been calculated on the basis of information supplied by the Client. If the information supplied is incomplete or misleading, or the Client’s plans are subsequently amended leading to an increase in the work required, EAST VILLAGE. reserves the right to increase the fees accordingly, subject to the Client’s approval.
Charges for Services provided will be payable monthly in advance before work commences. All sums payable under the Agreement shall be paid in full without deduction, within seven  days of the invoice date. Fees are exclusive of VAT and any other duty or tax, which shall be payable by the Client.
EAST VILLAGE.’s service fees shall be exclusive of the following disbursements and expense items (which may not be an exhaustive list) relating to the Services including advertising, artwork, artiste fees, couriers, design and artwork, print, direct mail, entertainment, evaluation, filming and photography, market research, subscriptions, photocopying and stationery, postage, press material production, special events, specialist software, storage, travel, and venues.
All materials and services purchased from third party suppliers on behalf of the Client will be charged at cost, plus a handling charge. These expenses will be payable in advance of being charged to EAST VILLAGE.
EAST VILLAGE. will charge the Client for all third party costs, as agreed by Written Approval, and will be entitled to retain any discount or rebate from the third party. EAST VILLAGE. also reserves the right to charge the client, at its discretion, an uplift on the amount charged by a third party.
Overdue payments shall attract interest at an annual rate of 2% above the prevailing base rate of the EAST VILLAGE.’s bank. Interest shall accrue on a daily basis from the date payment becomes due until EAST VILLAGE. has received payment of the overdue amount together with all accrued interest. EAST VILLAGE. and/or persons or companies acting on its behalf or as its agents, reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding sums. Non-payment may also result in the suspension of services.
If exchange rate fluctuations cause the cost to the Consultancy of materials or services purchased overseas for the Services to differ from the cost anticipated when the Consultancy ordered the relevant materials or services (or obtained the Client’s approval for such costs), the Consultancy shall charge the Client at the exchange rate on the date the Consultancy pays for the relevant materials or services, applying the closing mid-point rate in London for that day as quoted in the next edition of the Financial Times.
Both parties agree to treat as secret and confidential, and not at any time for any reason during or after the termination of the Agreement, to disclose or permit to be disclosed or made use of any confidential information concerning the other’s business, customers, suppliers or associated companies which they may acquire in the course of the Agreement.
EAST VILLAGE. shall, where so requested by the Client, impose equivalent obligations of confidentiality on its own personnel and obtain written assurances from any third parties to whom information has to be disclosed in order to enable EAST VILLAGE. carry out its obligations under the Agreement.
For the avoidance of doubt, the restrictions in this Clause shall not prevent: the disclosure or use of information in the proper performance of EAST VILLAGE.’s duties; the disclosure of information if required by law; the disclosure of information by one party who acquired it from a third party which was not under an obligation of confidentiality to the other party; or the disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by EAST VILLAGE.
Nothing in the Agreement shall prevent EAST VILLAGE. from using the name of the Client in any list of clients used by EAST VILLAGE. for its own promotional purposes unless the Client has notified EAST VILLAGE. in writing that it is unwilling for its name to be so used.
Amendment and Cancellation
Any request by the Client to amend or halt any plans or to cancel work in progress, shall be implemented by EAST VILLAGE. as far as this is possible within the terms of its contractual obligations to suppliers. The Client shall be responsible for any costs or expenses incurred or to which EAST VILLAGE.is committed prior to, or as a result of, the cancellation or amendment and which cannot be recovered by EAST VILLAGE.
The Client shall pay EAST VILLAGE.’s fees covering the cancelled or amended Services, as well as any charges raised by third parties arising from the cancellation or amendment, and shall assume EAST VILLAGE.’s liability under all contracts that it is unable to cancel.
Copyright and Intellectual Property Rights in Created Work
In order that the Client may own worldwide copyright and intellectual property rights in the created work, EAST VILLAGE. shall promptly on the Client’s written request sign an unconditional assignment with full title guarantee of all such rights as are owned by EAST VILLAGE. and capable of assignment. This provision shall not apply to any creative work not accepted or otherwise delivered to the Client (such as proofs and proposal documents) or if EAST VILLAGE. has not received the fees payable.
In the event that any created work includes material the rights in which are owned by a third party, EAST VILLAGE. shall grant to the Client (at the Client’s expense) only such rights as the third party permits the Consultancy to grant to the Client.
Notwithstanding anything in this Agreement to the contrary, EAST VILLAGE. shall retain all of its rights, title and interest in all materials owned by or licensed prior to, or independent from, the performance of Services under this Agreement, and all modifications thereof; and all generic or proprietary information, and all ideas, software, applications, methodologies, processes or procedures used, created or developed by EAST VILLAGE.in the conduct of its business.
The Consultancy’s Warranty and Indemnity
EAST VILLAGE. warrants that, to the best of its knowledge and belief, the created work shall not infringe any third-party rights or be in any way contrary to English law, subject to any legal or other advice provided to EAST VILLAGE. and communicated to the Client.
Subject to the provisions of this clause, EAST VILLAGE. shall indemnify and keep indemnified the Client from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which the Client may incur or suffer resulting from any breach of this Agreement by EAST VILLAGE., including any act, neglect or default of EAST VILLAGE.’s agents, representatives or employees and including breaches resulting in any successful claim by any third party alleging defamation, provided that:
any condition or warranty which might otherwise be implied into or incorporated in the Agreement, whether by statute, common law or otherwise, is expressly excluded from the Agreement to the maximum extent permitted by law;
EAST VILLAGE. maximum aggregate liability to the Client under the Agreement shall in no circumstances exceed an amount equal to EAST VILLAGE.’s Professional Indemnity cover, which EAST VILLAGE. shall disclose to the Client at any time upon request;
EAST VILLAGE. shall not be liable for: (i) any loss or damage suffered by the Client arising out of any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond EAST VILLAGE.’s reasonable control; or (ii) any delay in or omission of publication or transmission or any error in any press or other publication unless such delay, omission or error is due to its own default or neglect; or (iii) any consequential loss or damage of any kind whether caused by tort (including negligence), breach of contract or otherwise, and whether or not such loss or damage was foreseeable.
The Client shall affect such insurance as is suitable having regard to all the circumstances and the provisions of this clause.
The Client’s Warranty and Indemnity
The Client warrants that to the best of its knowledge, information and belief all information supplied to EAST VILLAGE. before, during and after the Agreement shall be accurate and not in any way contrary to English law and that it is entitled to provide such information to EAST VILLAGE. for its use without recourse to any third party.
The Client shall indemnify and keep indemnified EAST VILLAGE. from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which EAST VILLAGE. may incur or suffer resulting from any act, neglect or default of the Client or its agents, employees or licensees, or from the infringement of the intellectual property rights of any third party or any successful claim for defamation, or from any governmental investigation, proceeding or administrative hearing regarding Services under this Agreement, or from any issue of safety or product liability or the nature, use or performance of the Client’s products or services, provided that such liability was not incurred by EAST VILLAGE. through any default in performing its obligations under the Agreement.
EAST VILLAGE. shall take reasonable care of any property belonging to the Client and made available for the purpose of this Agreement. Such property shall be, at all times, at the sole and entire risk of the Client, and EAST VILLAGE. shall not be subject to any other liability for it.
During the Agreement, and for six months after its expiry or termination, neither EAST VILLAGE. nor the Client shall, without the written consent of the other, solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person who is employed by the other or has been employed by the other during the preceding six months, and who has been involved with the Services provided under this Agreement, to terminate his or her employment with the other party.
If EAST VILLAGE. consents to an employee joining the Client in the circumstances of Clause 13.a, EAST VILLAGE. may charge a fee in consideration for such consent equivalent to one third of the annual salary and any other compensation to be paid by the Client to that employee. This shall be payable by the Client immediately upon presentation of an invoice by EAST VILLAGE. If EAST VILLAGE. does not require the employee to complete the notice period contractually required, EAST VILLAGE. reserves the right to charge the Client an additional fee equivalent to the salary payable by the Consultancy for the period of uncompleted notice.
The Client may not assign, sub-license or sub-contract the Agreement or any of its rights or obligations hereunder without the prior written consent of EAST VILLAGE. (not to be unreasonably withheld or delayed). The Consultancy acknowledges that such assignment shall not affect the liability of the Consultancy to fulfil its obligations under the Agreement.
Neither party shall be liable for any delay in performing or failure to perform its obligations under the Agreement to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”) provided that the event of force majeure is not due to the fault or negligence of that party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.
Immediately upon becoming aware of any event of force majeure, the affected party shall notify the other party of the manner and extent to which its obligations are likely to be prevented or delayed, and the dates of performance of any obligations affected shall be postponed for so long as is made necessary by the event of force majeure.
If any event of force majeure continues for a period longer than two months, either party may terminate the Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination. In case of termination, any sums due to either of the parties shall be paid immediately.
Entire Agreement, Amendment, Waiver
The Agreement, these Standard Terms of Business and the documents referred to in them contain the whole agreement between the parties and supersede any previous agreement between them relating to the subject matter of the Agreement, whether written or oral. The parties acknowledge that neither of them has relied upon any representation, written or oral, of any person but only as expressly set out in the Agreement. Any valid alteration to or variation of the Agreement must be in writing and signed on behalf of each of the parties by a duly authorised representative.
No failure of either party to enforce at any time or for any period any term or condition of the Agreement shall constitute a waiver of such term or of that party’s right later to enforce all terms and conditions of the Agreement.
If any provision of the Agreement is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either of the parties from any relevant competent authority, such provision shall be deemed severed from the Agreement and the remaining terms of the Agreement shall remain in full force and effect.
Any notice to be served on the other party shall be sent by recorded delivery, registered post, or email. Notices sent by registered post or recorded delivery shall be deemed to be served within 72 hours of posting, and by email within 24 hours if sent to the correct e-mail address of the addressee.
In the event of a dispute or question arising between the parties, they may, if they agree to do so, refer the matter to the Professional Practices Committee of the Chartered Institute of Public Relations for its recommendations for resolving the dispute or question.
Proper Law and Jurisdiction
The Agreement is governed by and is to be construed in accordance with the laws of England and Wales and each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.