Standard Terms and Conditions

1. Fees for the month are invoiced at the beginning of each month. 
2. We will bill you monthly for actual expenses incurred. 
3. Pagefield will charge a subscription services fee at 8% of the core fee. This charge covers necessary online media subscription services and tools 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, media monitoring/analysis and research purposes and campaign planning. 
4. VAT will be included and itemised on Pagefield’s invoices where appropriate at the prevailing rate.
5. We will conduct a formal review with you after three months to assess whether any changes may be required to the Scope of Work or to fee levels. Thereafter, a review of services and fee levels will be held at least annually unless otherwise agreed. 
6. If over-serving 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. 
7. Pagefield reserves the right to charge 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. Design services unless specifically included within the Scope of Work will also be charged at our standard hourly rates. 
8. On 1st 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. 
9. 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.
10. 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.
11. This agreement may be terminated by either Party by providing three months’ notice in writing. 
12. Termination by you of the agreement at any time will entitle Pagefield to invoice you for all Consultancy fees accrued, agreed fees for the 3 month notice period and expenses incurred by it on your behalf or to which Pagefield is otherwise committed. 
13. Pagefield always aims to provide services to a high standard. However, the nature of PR 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. 
14. 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 agreement 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.
15. 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. 
16. You will be responsible for any information, trademarks, data or materials supplied to Pagefield, or any materials approved by you, or any claims arising as a result of your products or services. You agree to indemnify Pagefield from and against any losses, claims, damages, expenses or liabilities which it may incur as a result of your breach of this paragraph.  
17. 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.
18. Both parties agree that for the duration of this agreement and for an additional period of 12 months after this agreement terminates neither of them will (whether on their own account or otherwise) directly or indirectly solicit or attempt to solicit with a view to offering or providing employment to or offer to contract with or 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. 
19. If Pagefield consents to a member of its staff joining the client pursuant to Clause 18 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. 
20. Both parties agree to comply with Data Protection Legislation, specifically the Data Protection Act 1998 and the General Data Protection Regulation (GDPR) 2018. By signing this contract your employees consent to Pagefield sending general information of interest including political / media analysis and event invites.
21. By signing this agreement you agree to being referenced by Pagefield in PR and publicity for the consultancy including, but not limited to, the inclusion of case studies on the Pagefield website and inclusion in press releases announcing Pagefield’s appointment to undertake the Scope of Work outlined herein.
22. 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:

1. 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;
2.  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
3.  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:

1. 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);
2.  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
3.  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
4.  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:

1. the Confidential information is stored securely; and
2. 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:

1. 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
2. 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.