Terms and conditions

These business terms govern any contractual relationship between you and Ripple Public Relations Limited (“Ripple”).

Appointment and term:

In the case of an ongoing appointment as this is, the agreement shall commence on the date agreed and continue for an initial period of 6 to 12 months.  

Relationship of the parties: You agree to appoint Ripple to provide public relations services and photography services as set out in writing (“the Services”) and Ripple has agreed to such appointment, in accordance with these terms and conditions.

The agreement creates a non exclusive independent Client-PR relationship.  The client is interested only in the results to be achieved.  Ripple is solely responsible for the conduct and control of any services provided Ripple is not an agent, partner or employee of you.  

However Ripple may appoint experienced and trusted established sub-contractors to perform any of the Services.  We acknowledge that such sub-contracting shall not release Ripple from any of its contractual obligations under this agreement and Ripple shall remain fully responsible for the performance of such services. 

Ripple’s obligations:

Ripple will:

• perform the Services with skill and care, to a standard to be reasonably expected from a professional supplier of public relations services; in addition to John Howard the company currently uses a highly experienced public relations professional Richard Smith, a former journalist with decades of experience in media and PR, who has worked with the business for the entire duration of the company, and Photographer Keith Mindham, who has also been contracted by the company throughout its existence, both have vast experience in the media and are trusted to deliver the services alongside John Howard.
• work diligently to protect and promote your interests at all times; 
• advise you of all its key meetings, discussions and correspondence with representatives of the media concerning your affairs;  
• co-operate where appropriate with any other advertising, marketing agencies or professionals engaged by you; 
• use reasonable care and skill in the selection and appointment of suppliers and the agreement of the terms and conditions of such appointment.  

Results

As with any form of marketing, advertising or professional promotional work, public relations is a calculated risk and there are of course no guarantees on client responses or business generated from the coverage Ripple Public Relations Ltd will secure for your business or organisation within media. But we can guarantee that your business or organisation gains coverage within the media in East Anglia with publications that have readerships or audience figures of tens of thousands of people. Our track record of securing this coverage for our clients in the region in newspaper, magazines, online, on radio and television with other businesses and organisations who trust us, is excellent.

Invoicing:  

Invoices will be sent out at the end of each month for the agreed sum in arrears, payment 7 days from receipt.

Payment Terms: Full payment is expected 14 days from the date of the invoice please, following which interest will be charged at 5% above bank base rate.  

Ripple’s commitment to the client: Ripple’s contactable hours are between 09:00 and 1700, Monday to Friday, unless otherwise agreed. Ripple will not exceed the number of hours unless you authorise us to by email, to ensure your consultancy costs are clear. We will notify you if unavailable for longer than a day. 

The office will be closed on public holidays unless by prior arrangement with you. 

Your obligations

• You will furnish Ripple with all information, assistance and materials that Ripple requests to facilitate the proper and timely performance of the Services. In particular (but without limitation) you agree to: 
  • notify Ripple of any inquiries related to the campaign(s) from any of the media; 
  • advise Ripple well in advance of any major events in your business such as the launch of a new service and/or the opening of any new premises or new core aims for your business’ campaign; 
  • permit Ripple (by its representatives) to attend meetings as necessary with any advertising and/or marketing services agencies and other advisers engaged by you. 
• Not to discuss your campaign(s) with any PR direct competitors other than through or with the knowledge of Ripple. 
  

Professional accountability and any formal complaint
Ripple’s managing director John Howard, who is a member of the Institute of Directors.  Ripple undertakes that any written complaint submitted to John Howard will be responded to by Ripple within 28 days of a complaint being issued. 

Use of Work: 

Work carried out as part of the Services shall not be used by you for any purpose other than that for which it was commissioned or agreed in writing if different to the campaign. Draft or incomplete work shall not be used or published as finished work without Ripple’s prior written approval. 

Confidentiality: 

• The parties acknowledge a duty not to disclose without the other’s prior written permission any confidential information either concerning the other’s business, its business plans, customers or associated companies or resulting from work commissioned and paid for by you. 
• Ripple agrees to obtain and use such information only for the purposes described above, and otherwise to keep such information confidential in accordance with the terms of the agreement.
  

Limitation of Liability: 

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Conditions shall limit or exclude Ripple's liability for:
(i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(ii) fraud or fraudulent misrepresentation; or
(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to the above:
(i) Ripple shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of your profit, or any indirect or consequential loss arising under or in connection with the agreement.

The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

This clause shall survive termination of the agreement.

Termination

Both Ripple and you may end this agreement at the expiry of 30 days written notice of the intention to end the agreement following  the initial 12 month term of appointment.  If no notice is given or new contract agreed the Services will continue on a rolling basis at the agreed fees until such 30 days written notice is given. 

Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any term of the agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
   
2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
5. the other party (being an individual) is the subject of a bankruptcy petition or order;
6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days;
7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; 
10. the other party's financial position deteriorates to such an extent that in Ripple's opinion your capability to adequately fulfil its obligations under the agreement has been placed in jeopardy; or
11. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

Without limiting its other rights or remedies, Ripple may terminate the agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this agreement on the due date for payment and fails to pay all outstanding amounts within 21 days after being notified in writing to do so. 

Without limiting its other rights or remedies, Ripple may suspend provision of the Services if you become subject to any of the events listed above or Ripple reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under this agreement on the due date for payment.

Consequences of Termination

On termination of the Contract for any reason: The Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, and for months still outstanding the Supplier shall submit an invoice which shall be payable by the Customer within 7 days of receipt; 

the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and clauses which expressly or by implication survive termination shall continue in full force and effect.

Force majeure

For the purposes of this agreement, Force Majeure Event means an event beyond the reasonable control of Ripple including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, epidemic, storm or default of suppliers or subcontractors. 

Ripple shall not be liable to you as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.

If the Force Majeure Event prevents Ripple from providing any of the Services for more than 4 weeks, Ripple shall, without limiting its other rights or remedies, have the right to terminate this agreement immediately by giving written notice to you.