GENERAL TERMS & CONDITIONS OF BUSINESS

OF JPR MEDIA LIMITED

 

These terms and conditions shall apply to any requests, orders, offers and agreements for PR services made by any means, including verbally or electronically to the exclusion of any and all other terms and conditions proposed by the Client.

By ordering any of our Services, you agree to be bound exclusively by these terms and conditions.

We may amend these terms and conditions from time to time. Every time you wish to order Services, please check these terms and conditions to ensure you understand the terms and conditions that will apply at that time.

 

  • DEFINITIONS

 

    1. Wherever used in these terms and conditions, the following words shall be understood and interpreted as follows:
      1. “Agreement” shall mean the agreement concluded between JPR and the Client under which JPR shall provide the Client with the Services in consideration for the Fees in accordance with these terms and conditions and any Statement of Services executed by the Parties;
      2. “Client” shall mean the person, company or other legal entity which is entering into this Agreement with JPR;
      3. “Client Content” shall mean any and all visual and textual content in electronic or any other form provided by the Client to JPR in any way prior to or during the term of the Agreement and under these terms and conditions, including but not limited to brochures, photographs, pictures, text, logos, trademarks, trade names and press releases;
      4. “Client’s Product” shall mean the product, service or venue in respect of which the Client has ordered the PR Services;
      5. “Core Services” shall mean general public relations services performed at JPR’s discretion, including but not limited to the following: inviting editors to review the Client’s Product; furnishing Client Content and any other relevant information to publishers, editors and/or other 3rd parties; determining a brand strategy, and organising promotional events;
      6. “Fees” shall mean the amount due to JPR for the provision of the Services, including all taxes as well as late fees, interest, debt recovery fees and legal fees due under the Late Payment of Commercial Debts Act 1998;
      7. “Intellectual Property Rights” shall mean all intellectual property rights or moral rights of any nature whatsoever for the full duration of any and all protection afforded to the same including, without limitation, all: patents, registered trademarks, service marks, copyright, performance rights, designs and any and all applications for registration of any of the same wherever made; and all unregistered trademarks, designs, design rights and copyright, databases, know-how, trade secrets and confidential information howsoever arising; and computer software and any right or interest in any of the foregoing;
      8. “JPR” and “JPR Media Group” shall mean JPR Media Ltd with its principal office at The Worlds End Market, 459 Kings Road, London, SW10 0LR, Registered Company Number: 09135982;
      9. “Liabilities” shall mean all costs and expenses, losses, damages and adverse effects resulting from any and all allegations, claims, judgments, causes of action, liabilities, obligations, damages, deficiencies, penalties, interest and expenses (including the reasonable fees and expenses of solicitors and other professionals and specialists on an indemnity basis, including in the Small Claims Track);
      10. “Premium Services” shall mean creating branded products; obtaining sponsors and creating promotional materials and any other PR Services in addition to Core PR Services;
      11. “PR Services” and “Services” shall mean the Core or Premium activities carried out for the Client as described generally in these terms and conditions and/or in a Statement of Services executed by the authorized representatives of both parties prior to the commencement of service or at any other agreed time. To the extent there is any conflict between the terms of this Agreement and the terms of a Statement of Services, the terms of this Agreement shall prevail;
      12. “Statement of Services” shall mean a list of specific PR Services to be performed by JPR and any details regarding how, when and for what period they are to be performed and the Fees for such PR Services;
      13. “Unacceptable Content” shall mean any material of any nature which is or which contains anything which is or may be offensive, blasphemous, obscene, defamatory or otherwise unlawful, which may infringe 3rd party rights, including Intellectual Property Rights of any person or which is used, disclosed or provided by the Client in breach of any obligation which the Client may have to any third party including any obligation of confidentiality.
    2. References to any statute or statutory provision include, unless the context otherwise requires, a reference to the statute or statutory provision as modified or re-enacted and in force from time to time and any subordinate legislation made from time to time under the relevant statute or statutory provision.
    3. Words in the singular include the plural and words in the plural include the singular.
    4. The headings to Conditions do not affect the interpretation of these Conditions.
    5. Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

 

  • CLIENT REPRESENTATIONS AND WARRANTIES

 

    1. The person representing the Client represents that s/he has the Client’s full power and authority to submit orders for Services and enter into this Agreement on the Client’s behalf and shall bear full liability for the Fees in the event that s/he does not in fact have such power and authority and any Fees due for Services are not paid.
    2. The Client represents that it holds all intellectual property rights to the Client Content and that the Client Content does not infringe the intellectual property rights or any other rights of any 3rd parties and does not contain any other Unacceptable Content;
    3. Any Client Content provided is fully up-to-date and of appropriate size and format to be used in the Services and has been approved by the Client’s authorities for use in the PR Services;

 

  • TERM AND SERVICES

 

    1. The minimum term of the Agreement is 3 months.
    2. Upon an order or request for PR Services from a Client, JPR shall quote a monthly fee for its Services to the Client (the “Fees”). Upon the Client’s implied or express acceptance of the Fees, an Agreement shall arise between the Parties for the performance of the Services in consideration for payment of the Fees, incorporating these terms and conditions.
    3. If a Statement of Services is executed, JPR shall provide the Services necessary to complete the projects set forth in the Statement of Services in a timely and professional manner consistent with industry standards.  The Services shall be performed at times and at locations deemed appropriate by JPR in agreement with the Client.
    4. Where no Statement of Services is drafted, the Services shall comprise one or more of the Core Services.
    1. At the Client’s express request and upon agreement of any additional Fees, JPR shall perform one of more of the Premium Services.
    2. Where Premium Services are requested and no additional Fees are agreed, JPR may charge reasonable Fees for such PR Services based on an uplift of the existing Fees or fees at the market rate for such PR Services.
    3. Subject at all times to clause 3.5, in the event that the Client requests any modification of or addition to the specifications, requirements or descriptions of services set forth in a Statement of Services, Client and JPR will work together and negotiate in good faith to arrive at a mutually acceptable change order, which must be in writing and signed by an authorized representative of each party, and shall identify any changes to the scope, fees and timeline that would result from implementing the changes.  JPR shall commence work in accordance with the change order upon execution thereof.

 

  • EXCLUSIVITY

 

    1. For the duration of the term hereof, JPR shall be the exclusive party providing the Services which shall also prohibit Client from procuring such services using its own employees, agents, subcontractors or other personnel.

 

  • CLIENT CONTENT

 

    1. The Client shall submit all Client Content relevant to the performance of the Services to JPR in a timely manner.
    2. The Client shall not submit Client Content to JPR which contains Unacceptable Content.
    3. JPR may refuse any Client Content which may in JPR’s sole discretion be Unacceptable Content or breach any law or regulation, these terms and conditions, any other terms agreed between the parties or any third party’s rights, including Intellectual Property Rights.
    4. Nothing in the Agreement or these terms and conditions is to imply that JPR monitors the Client Content, and the Client hereby acknowledges that JPR does not actively monitor Client Content.
    5. The Client shall regularly monitor and keep all Client Content accurate, up to date and free of Unacceptable Content. JPR may refuse, remove or update such content if it is deemed, in JPR’s sole discretion, not to be appropriate for inclusion.
    6. The Client hereby waives any right of confidentiality to or in the Client Content and authorises JPR to release Client Content to any party of its choosing, at its absolute discretion, in performance of the PR services.

 

  • PAYMENT

 

    1. Payment of the Fees for the Services shall be made monthly in advance on the basis of a VAT invoice issued by JPR.
    2. Fees are quoted net of tax. VAT at the applicable statutory rate (currently 20%) shall be added to the Fees.
    3. The Client shall pay the amounts set out in JPR’s invoices within 7 days of issue.
    4. JPR may request payment for up to 3 months’ Fees in advance.
    5. Any reasonable, documented expenses incurred shall be payable by the Client and added to invoices at cost price.
    6. The Client has no right to set-off any amounts it deems due from JPR from the amount due to JPR.
    7. If payment is not made within the payment deadline specified above, all amounts owed shall become immediately due and payable.
    8. In the event of non-payment by the payment deadline specified above, JPR reserves the right to suspend all Services immediately, without further notice, at the Client’s risk and cost, whilst retaining the right to charge the Fee during the period of suspension.
    9. The Late Payment of Commercial Debts (Interest) Act 1998 shall apply to any Fees or other amounts due to JPR hereunder.
    10. The Client hereby acknowledges that in the event it accrues any arrears in payment of the Fees or other amounts due to JPR hereunder, JPR shall use the services of a debt recovery agent and/or a solicitor and the Client shall be liable for reasonable debt recovery fees of 10% of the amount due and the solicitors fees incurred on obtaining and enforcing judgment on an indemnity basis.

 

  • LICENCE, INDEMNITIES AND LIABILITY

 

    1. JPR shall not be liable for any loss or damage, howsoever caused, that is allegedly suffered by the Client as a result of JPR’s Services, including the release of Client Contact to any party in performance of the Services.
    2. The Client acknowledges and agrees that JPR shall not be liable for any alleged loss or damage suffered by the Client as a result of any representation e.g. in correspondence, telephone call, meeting or press release, whether, without limitation, the information provided is inaccurate or misinterpreted by the recipient or otherwise.
    3. By supplying Client Content to JPR the Client grants JPR an irrevocable, perpetual and unlimited licence to use such Client Content in any way JPR deems fit, including but not limited to storage, retrieval, copying, modification, transmission, publication and making available to others, either electronically or by any other means.
    4. This licence includes use by JPR of the Client’s trade name and any of the Client’s trademarks which relate to the Client Content, and includes use by JPR of the Client Content, trade names and trademarks for the promotion of its own services for the duration of the agreement between JPR and the Client.
    5. The Client also grants an irrevocable, perpetual non-exclusive licence to any recipient of Client Content hereunder to use the Client Content.
    6. The Client represents, undertakes and warrants that it is and will remain the holder of any and all Intellectual Property Rights, consents, licences and other rights to Client Content and has the authority to grant any rights and licences referred to in these terms and conditions, and that JPR’s Services performed in reliance upon under those rights and licences will not infringe any law, regulation, other agreement or third party’s Intellectual Property Right or other right.
    7. The Client shall at any time, at JPR’s first request, provide written evidence of the rights and/licences referred to herein or in any Client Content
    8. The Client shall indemnify and hold JPR harmless against any Liabilities incurred by JPR or claims brought against JPR, directly or indirectly related to or resulting from: (i) Client Content, (ii) the use by JPR of Client Content in accordance with these terms and conditions, (iii) a breach of any of the Client’s representations and/or obligations in these terms and conditions,
    9. Notwithstanding any other Clause in these terms and conditions, neither JPR nor the Client excludes any liability for death, personal injury or fraud (including fraudulent misrepresentation).
    10. JPR shall not be liable for (i) any loss of or damage caused to the Client as a result of the Client Content; (ii) any loss or damage resulting from inaccuracy or insufficient quality of the Client Content; (iii) any indirect or consequential loss or damage resulting from a failure by JPR to provide the Services; and (iv) any indirect or consequential loss or damage caused by use of Client Content.
    11. Any liability of JPR shall be limited to the Fees paid by the Client for the Services in the calendar year of the event giving rise to the Client’s claim.
    12. JPR shall have the right, including in advertising and publicity in any media, to use the name of the Client to advertise and promote its Services and/or the JPR brand.
    13. For the avoidance of doubt, JPR provides no representation or warrantee and shall bear no liability regarding the outcome of the Services, in particular it makes no representation or warrantee regarding the success of any marketing or PR activity, campaign or strategy, without limitation in terms of increased sales, profit, brand recognition etc. and the Fees are payable in full regardless of the outcome of the Services

 

  • FORCE MAJEURE

 

    1. JPR shall not be liable for any loss or damage resulting from a failure by JPR to perform its obligations under these terms and conditions if such failure is a result of an unforeseen event which is beyond the control of JPR and cannot be reasonably avoided or counteracted. This includes, but is not limited to: acts of terrorism, fire, flood, earthquake, explosion, riot, strike, labour troubles, lockouts, transport restrictions, failure or delay of delivery by any supplier, war, regulations and measures of any governmental or local authority, accident or theft, malfunctioning of systems which are part of the internet, malfunctioning of the infrastructure for telecommunication, electricity failure, or stoppage of output in JPR’s systems. Should any such event occur, JPR may at its own option cancel or suspend the agreement with the Client without incurring any liability.

 

  • TERMINATION

 

    1. The Agreement will remain in force until terminated by either party on 30 days’ written notice to the other party or otherwise in accordance with these terms and conditions.
    2. Following termination or expiration of this Agreement or a Statement of Services, in respect of any project not completed at the time of expiration or termination JPR shall be entitled to payment on a pro rata basis for the services rendered.
    3. Without prejudice to any statutory rights, JPR may terminate the agreement, either in whole or in part, with immediate effect and without prior notice, in the event that: (i) the Client is in material breach of the these terms and conditions and, if remediable, the party fails to remedy the breach within 14 days; (ii) the other party enters into liquidation (except for the purposes of financial restructuring), is unable to pay its debts or reaches an agreement with its creditors to pay only part of its debts; or (iii) the other party submits a winding-up or bankruptcy petition or is declared insolvent or bankrupt (iv) the Client fails to pay an invoice for the Fees within the deadline specified herein.
    4. Any termination of the agreement shall be without prejudice to any other rights or remedies a party may be entitled to under the agreement or these Terms of Conditions or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

 

  • NON-SOLICITATION

 

    1. The Client shall not directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee, officer, worker or co-worker of JPR to terminate their employment relationship with JPR and/or join the Client’s or its associate’s company or business.
    2. This non-solicitation clause shall survive the termination or lapse of the Agreement and continue to apply for a period of 12 months thereafter.
    3. If the Client or any of its associates breaches this clause, the Client shall pay JPR a contractual penalty of £20,000.00 (twenty thousand pounds sterling) for each case of such breach. JPR shall be entitled to seek damages in excess of the amount of any contractual penalty imposed.

 

  • MISCELLANEOUS

 

    1. JPR may sub-license, subcontract or assign all or any part of its rights and obligations under the agreement without Client’s prior consent.
    2. Notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or sent by recorded delivery, return receipt requested, addressed to the address stated in these terms and conditions (as regards JPR) or to the registered office of the Client, unless a different address is provided in writing.
    3. In the event any one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
    4. The terms and conditions of this Agreement and any and all Statements of Services hereto are incorporated herein by this reference and shall constitute part of this Agreement as if fully set forth herein.  
    5. This Agreement, together with all Statements of Services hereto, constitutes the entire Agreement between parties and supersedes all previous agreements, promises, and representations, whether written or oral, between the parties with respect to the subject matter hereof.
    6. The Agreement, these terms and conditions and any Statement of Services shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English courts, in particular the West London County Court, as regards any claim or matter arising in relation to the agreement between the parties or these terms and conditions.