Standard Terms and Conditions

Fees will be invoiced monthly in advance.
Pagefield will bill monthly for actual expenses agreed and incurred.
Pagefield will charge a subscription services fee at 8% of the core monthly consultancy fee. This charge covers necessary subscription services and tools (such as Meltwater, Roxhill & Polimonitor) which are required to deliver our advice and analysis on media and political developments. Specifically these services provide us – and therefore you – with media mapping, sourcing contacts, and digital media monitoring/analysis for research purposes and campaign planning.
You acknowledge and agree that, in the course of delivering the Scope of Work, Pagefield may use artificial intelligence (AI) tools and platforms with integrated AI technology to assist with the creation, analysis and delivery of our work, including those services (such as Fathom AI and Microsoft Teams) that record online meetings. Records of online meetings will be retained in accordance with Pagefield’s retention policies. Pagefield remains responsible for the final output and will exercise professional judgment and oversight over all work delivered. Use of such tools will be compliant with applicable laws and with due regard to confidentiality and data protection obligations.
All costs quoted in this RCF exclude VAT. VAT will be added to Pagefield’s invoices, where appropriate, at the prevailing rate
Pagefield's standard approach is to offer a formal review of both scope of work and fees at the 3 month mark if required. Thereafter, a review of services and fee levels will be held at least annually unless otherwise agreed.
If over-servicing levels exceed 15% in a month, Pagefield will alert you and will propose either a revised scope of work or an increased budget which will need to be agreed before work continues.
Pagefield reserves the right to charge additional fees and expenses - in the event of a change in circumstances or the Scope of Work - with the agreement of the client in writing. Such additional fees will be charged at Pagefield’s standard hourly rates which are set out in Appendix 2. Design services unless specifically included within the Scope of Work will also be charged at our standard hourly rates.
On 1^st January each year, Pagefield fees will increase in line with inflation (based on Consumer Prices Index) over the previous 12 months as measured by the Office for National Statistics or by 2.5%, whichever is greater.
Invoices are payable by you within 14 days from the date of invoice in GBP currency. Interest at the rate of 4% above the base rate of Barclays Bank plc shall be charged on all overdue invoices.
Pagefield will seek your approval of any drafts and proofs of materials prior to publication and for fees and expenses in excess of those set out above – your written or oral approval will be taken as authorisation for Pagefield to proceed.
The RCF shall be effective from the Commencement Date and shall continue until terminated in accordance with this RCF.
This RCF may be terminated by either Party by providing three months’ notice in writing.
Either party may terminate this RCF immediately upon written notice if the other party becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation or assignment for the benefit of some or all of its creditors or enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations. Pagefield may terminate this RCF if you fail to pay any invoice issued by Pagefield for fees and/or expenses due to Pagefield in accordance with this RCF within 14 days of receipt of a reminder from Pagefield.
Termination of the RCF by either party will entitle Pagefield to invoice you for all fees accrued, our notice period, and any expenses incurred or committed to on your behalf prior to the date of termination.
Any provision of this RCF which expressly or impliedly survives termination shall continue beyond termination.
Pagefield always aims to provide services to a high standard. However, the nature of our services is such that guaranteed results cannot always be achieved and thus the results and performance of the Scope of Work may be subject to factors outside of Pagefield’s control.
Pagefield will need you to provide access to information and data required for the performance of the Scope of Work, and you acknowledge that Pagefield’s performance is dependent on timely provision of such information and data and timely decisions and approvals by you.
Pagefield shall not be liable to you or any third party whether in contract tort (including negligence) or otherwise:
1. for any amount in excess of the amount paid by you to Pagefield under this RCF during the 6 months prior to the event giving rise to the alleged claim; or
2. for any loss of revenue, business contacts, contracts, profits; or
3. any special indirect or consequential loss or damages of any kind however arising.
You shall indemnify, defend and hold harmless Pagefield, its affiliates, and their officers, directors, employees, and agents, from and against any loss, expense, cost (including reasonable legal fees relating to compliance with investigations, subpoenas and other government requests), liability, damage, or claim by a third party made against Pagefield to the extent arising in connection with your ownership and operation of your business; provided, however, that your indemnity provided in accordance with this sentence shall not apply to the extent such third party claim arises out of Pagefield’s gross negligence or wilful misconduct in providing its services hereunder.
It is Pagefield’s policy to conduct all of our business in an honest and ethical manner. Pagefield takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings and relationships and implementing and enforcing effective systems to counter bribery. A copy of our Anti-Bribery policy is available from Pagefield on request.
You will be responsible for any information, trademarks, data and other materials supplied to Pagefield, as well as any materials approved by you, including any claims arising: (a) as a result of Pagefield’s use of any information, trademarks, data and other materials supplied by you; (b) as a result of your use of any materials provided by Pagefield and approved by you; and (c) in relation to your products or services. You agree to indemnify Pagefield from and against any losses, claims, damages, expenses and other liabilities which it may incur as a result of such materials and claims.
All intellectual property rights arising in any part of the world out of the carrying out of the Scope of Work by Pagefield shall remain vested in Pagefield until all fees and expenses in respect of the Scope of Work have been paid in full. Once such payment has been made Pagefield shall at your request assign to you all of such rights as may be owned by Pagefield.
You acknowledge and agree that Pagefield may (as an agent on your behalf), and with your consent, procure and engage one or more individuals or entities (each, a “Subcontractor”) to provide certain services or other deliverables (collectively, the “Services”) to Pagefield (as agent on your behalf). You further acknowledge and agree that, if Pagefield engages one or more Subcontractors then notwithstanding anything in this RCF to the contrary:
1. (i) a portion of the fees paid by you to Pagefield shall be collected by Pagefield as an agent on behalf of the Subcontractors and Pagefield shall pay such portion to the Subcontractors following receipt of payment by you; and
2. (ii) if, at any time prior to commencing or completing the services any Subcontractor requires an advance, deposit, prepayment or similar amount with respect to fees, costs and/or expenses, Pagefield shall notify you of this requirement and you shall pay Pagefield (as agent on behalf of such Subcontractor) as soon as practicable following such notice, and Pagefield shall remit such amount to the Subcontractor following receipt of payment by you.

1. 1. Both parties agree that for the duration of this RCF and for an additional period of 12 months after this RCF terminates neither of them will (whether on their own account or otherwise) directly or indirectly
    1. solicit or attempt to solicit with a view to offering or providing employment to or
    2. offer to contract with or
    3. entice to leave any employee of or contractor to the other party engaged in the performance of the Scope of Work without the prior written consent of that other party.
  2. If Pagefield consents to a member of its staff joining the client pursuant to Clause 25 then the client shall pay to Pagefield the equivalent of 50% of first year’s gross salary of that member of staff in full to Pagefield immediately upon demand by Pagefield.
  3. We may collect contact details of certain of your personnel (name, position, address, phone number, email address) and financial data, as well as publicly available information including from Companies House and electoral registers, to the extent necessary to enable us to register you as a client and to manage our account with you (including billing you for the fees and other sums properly due from you to Pagefield). We may from time to time use your personal data to send you information that we think might be of interest to you. If you do not wish to receive that information please notify our office, preferably in writing by email to hello@pagefield.co.uk or by using the unsubscribe link in emails. Our privacy policy at https://www.pagefield.co.uk/privacy-policy/ describes how we use this information.
  4. If we will process any personal information as data processor on behalf of you as data controller in order to perform the Scope of Work, we will only do so to the extent necessary to provide the Scope of Work and in accordance with Appendix 4. For the avoidance of doubt, Appendix 4 is not relevant if we will not process any personal information as data processor on behalf of you as data controller.
  5. By signing this RCF you agree to being referenced by Pagefield in our credentials and in publicity for the consultancy including, but not limited to, the inclusion of case studies on the Pagefield website.
  6. If any provision of this RCF shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this RCF which shall remain in full force and effect.
  7. These terms and conditions are subject to English law and the jurisdiction of the English courts.

ANNEX 1

CONFIDENTIALITY OBLIGATIONS

1. Each party is a providing party (“Providing Party”) and / or a receiving party (“Receiving Party”) of confidential information

2. Confidential Information means all information relating to or connected with this agreement which is or has been received or obtained by, or made available to, the other Party (whether in writing, in disk or electronic form or any other form or medium in which such information may be recorded or kept, orally or otherwise) including information of whatever nature concerning the business, goods, products, services, know-how or personal data of the Providing Party or its Related Persons, analyses and other material prepared by the Receiving Party or its Related Persons which contain, reflect or are otherwise generated from the information described in this paragraph

3. Related Persons means a party’s affiliate companies and its and its affiliate companies’ employees, officers, shareholders, representatives, agents, consultants, other suppliers and advisers.

4. Confidential Information does not include information which:

is or becomes publicly available (other than as a result of any breach of this Annex 1) and could be obtained by any person with no more than reasonable diligence;
is known to the Receiving Party or its Related Persons before the date it is disclosed by the Providing Party or its Related Persons or is lawfully obtained by the Receiving Party or its Related Persons after that date (other than from a source which is connected with the Providing Party or any of its Related Persons) and which, in either case, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality to the Providing Party or any of its Related Persons; or
the Receiving Party can prove, to the reasonable satisfaction of the Providing Party, it has been developed independently by the Receiving Party or its Related Persons without the aid, application or use of any Confidential Information made available or disclosed by the Providing Party or any of its Related Persons.

5. The Receiving Party shall:

keep the Confidential Information confidential and not make or release copies of it (save that copies may be made where reasonably necessary to perform properly its obligations or exercise its rights under this AGREEMENT);
not disclose by any means and whether directly or indirectly the Confidential Information to any other person other than with the prior written consent of the Providing Party
not use the Confidential Information for any purpose except the performance of its obligations or the exercise of its rights under or the receipt of the benefit of this AGREEMENT; and
not use any Confidential Information so as to procure any commercial advantage over the Providing Party or its Related Persons.

6. The Parties shall be entitled to disclose the Confidential Information it receives to those of its employees and third party suppliers who have an absolute need to know such information provided that:

the Confidential information is stored securely; and
that such employees and third party suppliers receiving the Confidential Information in accordance with this Agreement are advised by the receiving party of its obligations as contained in this Agreement and shall use their best endeavours to ensure that they observe such obligations.

7. A Receiving Party may disclose Confidential Information of the Providing Party and its Related Persons to the extent it or any of its Related Persons is required by:

all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice having force of law; or
regulations of any recognised investment, stock or securities exchange on which that party’s securities are traded or other regulatory organisation, provided that, to the extent legally permitted, it gives the other party as much notice of such disclosure as reasonably possible including the full circumstances and the information required to be disclosed.

8. The provisions of this Annex 1 shall continue to apply for a period of 5 years after the expiry or earlier termination of this agreement.

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