The Agency’s Service and Terms of Business
The relationship between ourselves and our clients depends, for its success, upon mutual trust. At the same time professional services are being provided and received, and both sides require proper contractual protection.
The Client agrees to appoint the Agency exclusively or principally as its Agency for products and/or services defined at the end of this contract.
2. Legal Status
The Agency will act in all contracts as a principal at law.
3. Duration of Agreement
The appointment of the Agency by the Client will be for a pre-agreed period and thereafter until terminated by a written notice given by either party for a pre-agreed period.
4. Approval and Authority
After obtaining the Client’s approval of copy, layouts, artwork and media proposals, this will be the Agency’s authority to purchase production material and/or make reservations and contracts with media owners and other suppliers.
The Client may request the Agency to change, reject, cancel or stop any or all plans. The Agency shall take all possible steps to comply providing the Agency can do so within its contractual obligations with media and other suppliers.
6. PR, advertising, design and production
PR services, copywriting, art direction, design and finished artwork are to be covered by a monthly fee or charged on a project by project basis in arrears.
7. (a) Terms of Payment
The Agency shall invoice monthly in arrears or at such time as to allow Client payment to be made in due time. Payment is due within 28 days of the date of the invoice.
(b) Purchase Orders
The Client shall issue purchase orders, written, emailed or verbal instructions by the 25th of the month in which the service was provided to enable invoicing to take place by the last day of the month.
Where certain services legitimately require immediate or early payment by the agency, the Client shall settle the agency’s invoice for such services prior to the third party payment being made.
In the event of the Client querying an identifiable and costed part of any invoice, the Client will not withhold payment of the entire amount due.
During the period of this agreement, where copyright vests with the Agency, the Agency will assign the copyright to the Client providing that the items concerned have been paid for in full by the Client.
9. Supplementary Fees
In the event of work being carried out on a fee basis and when the services rendered by the Agency are largely of an advisory nature, or when the expenditure is likely to be small, or there are abnormal out of pocket expenses, a supplementary fee is agreed in advance.
10. Out of Pocket Expenses
In general, all reasonable out of pocket expenses incurred in servicing the Client’s business will be charged at the net cost. This will normally include such expenses as abnormal travel, overnight accommodation and subsistence. The Client will always be advised before such expenses are incurred.
11. Legal Liability
The Agency shall not be liable for any delay in, or omission of publication, or any error in any advertisement in the absence of fault or neglect on its part. The Client will indemnify against any loss incurred as a result of any claims brought against the Agency based on approved advertising. This is only applicable where the Client has provided the information that causes the claim.
12. Termination Provisions
During the period of such notice, as provided under Clause 3, the Agency shall receive its regular commission, fees and expenses as detailed in these Terms of Business and shall provide its normal service in return.
13. Confidential Information
The Agency acknowledges its duty not to disclose any confidential information relating to the Client’s business and to advise the Client of any potential conflict of interest involving another business or company.