514 Media Limited (“514 Media”)
Terms & Conditions
We are grateful for your decision to work with us. These terms and conditions (“Terms”) shall govern the supply of PR and marketing consultancy services (the “Services”) by 514 Media Limited to its customers (each a “Client”) and shall comprise the contract between you and us. These Terms will become binding on you from the point you confirm in writing (including confirmation by email) that you wish us to commence the Services.
- CONTRACT PERIOD AND CANCELLATION TERMS
1.1 It is standard practice for 514 Media to enter into contractual agreements with all of its Clients. Such contracts can be open-ended (i.e. “rolling”) or they may include an end date. 514 Media contracts include a three-month standard notice period for termination.
1.2 The Client may elect to cancel the Services at any time by giving three months’ notice, subject to paying 514 Media’s agreed charges up to the end of the applicable notice period.
1.3 On completion of the Services, the Client must promptly return or irretrievably delete 514 Media’s Intellectual Property (as defined below) provided by 514 Media in the course of providing the Services.
- THE SERVICES
2.1 514 Media will carry out the services in accordance with the written instructions of the Client (“Instructions”). It is the Client’s responsibility to check and agreed all details within the media and public relations campaigns we create. These include costs, as well as specifications and deadlines (whenever provided), so as to ensure campaigns can proceed smoothly. 514 Media will not be liable for any errors or omissions arising from the Client’s failure to confirm Instructions in writing, or due to the Client’s failure to consult with 514 Media in relation to the implementation of the Services.
2.2 Whenever we carry out Services on behalf of a Client, we will aim to seek approval to proceed at a pre-determined cost. Whilst we reserve the right to increase our prices at any given time, we will provide reasonable prior notice before doing so. This is intended to avoid any confusion and/or unpleasant surprises with respect to 514 Media’s charges.
2.3 The Client will be responsible for ensuring that they comply with any statutes, regulations, codes of conduct or other rules relevant to 514 Media’s supply of, and the Client’s use or, the Services.
2.4 The Client shall promptly provide on request all relevant and accurate information and feedback as is necessary for 514 Media’s provision of the Services as and when required. The Client’s failure to do so will not relieve the Client of its responsibility to pay 514 Media’s fees as and when they fall due.
- ADVERTISING SERVICES
3.1 If approved advertising and/or artwork copy is not received by the relevant copy deadline, 514 Media shall be empowered to make changes and/or provide instructions to third parties, including publishers with whom we hold a confirmed media booking for the benefit of the Client. This is in order to avoid a blank advertisement being run.
3.2 Any advertisement rate agreed is subject to 514 Media’s receipt of suitable artwork files. The client may become liable for further costs if artwork is not supplied to the correct specifications; any additional costs will be promptly communicated to the Client by 514 Media.
3.3 514 Media may exercise its right to retain sales leads on all advertorials that remain unpaid over 30 days.
3.4 514 Media cannot guarantee that advertising activities undertaken on behalf of a client will generate a minimum level of response. Neither 514 Media, nor the publishers we work with, can accept responsibility in the event the level of enquiries received does not meet the Client’s expectations.
3.5 Any cancellation of advertising activities involving third party charges will be subject to the Client giving a minimum of 30 days’ notice in writing in advance of the copy date. Cancellation fees will apply to the number of issues remaining in any agreed schedule as follows: 1-3 issues =100% per issue; 3-6 issues =75% per issue; 6-9 issues =50% per issue; 9+ issues =25% per issue.
- ARTWORK FILES & IMAGES
4.1 All images provided by the Client for PR purposes are to be supplied at a minimum resolution of 300 dpi.
4.2 514 Media shall not be responsible for the cost of any additional professional treatment or editing of assets or material provided by the Client (including but without limitation incorrect and/or low resolution files, or copywriting/editing of text content) unless this is specifically set out in the Client’s Instructions. Professional editing or copywriting shall be deemed an additional Service and will be subject to an additional quote on request by the Client.
4.3 When a PR image is created by 514 Media for a Client, at least two rounds of revisions will be offered as standard as part of the fee; further revisions may incur additional costs, at our reasonable discretion.
- PAYMENT TERMS
5.1 514 Media requires all invoices be settled (without deductions for bank charges) within 30 days of issue, unless invoiced on a pro-forma basis, in which case settlement must be made within 7 days of confirmation of our engagement. Objections to an invoice must be raised with 514 Media within 7 days of issue. If a pro-forma invoice remains unpaid after 7 days, this will be treated as a cancellation, we will cancel the Services and our planned marketing activities, and we will be entitled to full payment of the relevant invoice as a cancellation charge.
5.2 It is standard practice for 514 Media to invoice Clients on the first working day of each calendar month. Items invoiced will cover both ad-hoc activities that took place during the previous month, as well as PR activities for the current month, in the event a monthly retainer is agreed upon. However, based on the Client’s own financial circumstances and requirements, we will be happy to exercise discretion and invoice for our Services in advance.
5.3 The charges payable under these Terms are exclusive of Value Added Tax, which shall be paid by the Client at the rate and in the manner for the time being prescribed by law subject to our submission of a bona fide invoice.
5.4 In the event the cost of fulfilling the Services increases by reason of an increase in input expenses outside 514 Media’s reasonable control, we may vary all or any fees, charging back such increases on a ‘pass-through’ basis, by giving seven (7) days’ written notice to the Client specifying the reason for such increase.
5.5 Prompt payment of all fees and associated expenses in accordance with the original quotation is of the essence of our agreement to provide Services. Where charges are not paid by the Client when due, 514 Media may upon 7 days’ written notice suspend all Services to the Client or, at its election, continue to carry out the Services to the extent possible without prejudice to its continuing entitlement to the applicable Fees. 514 Media reserves the right to charge interest on all Fees not paid by their due date pursuant to the Late Payment of Commercial Debts Regulations (2013).
- LIMITATION OF LIABILITY
6.1 In the event that 514 Media fails to exercise reasonable care and skill when carrying out the Services, it shall carry out any and all necessary remedial action at no additional cost to the Client within a reasonable period. 514 Media makes and the Client receives no additional warranty, express, implied or statutory save as may be confirmed in the Instructions.
6.2 Subject to 514 Media’s good faith adherence to clause 8.1, 514 Media’s liability to the Client for any loss or damage howsoever caused arising directly or indirectly in connection with our provision of the Services, or the Client’s use or application thereof shall, notwithstanding anything to the contrary herein, be limited to the aggregate value of Fees payable to 514 Media under these Terms OR the aggregate amount payable to 514 Media by the Client in any six (6) month period while carrying out Services for the Client (whichever is the lower), save to the extent to which such liability cannot be limited in law.
6.3 Neither 514 Media nor its subcontractors shall be liable to the Client for loss of actual or anticipated profits or contracts, loss of or damage to goodwill or reputation, or any other special, indirect or consequential loss whether arising from negligence, breach of contract or otherwise, and whether or not such loss was foreseeable.
6.4 Without prejudice to clause 6.2, 514 Media also reserves the right, subject to notifying the Client in writing, to immediately cease providing the Services in the event it becomes aware of an actual or potential conflict of interest between that Client and another 514 Media client. Alternatively, 514 Media may in its discretion offer to continue providing the Services with the consent of both clients, or modify the Services to the extent required to alleviate the actual or potential conflict of interest.
6.5 In the event that any exclusion contained herein shall be held to be invalid for any reason and 514 Media becomes liable for loss or damage that it may otherwise have been lawful to limit, clauses 6.1 and 6.2 shall be interpreted in such way as to make them compliant with applicable law.
- INTELLECTUAL PROPERTY
7.1 514 Media acknowledges and agrees that the copyright, trademarks, trade names, patents and all other intellectual property rights (“Intellectual Property”) vested with the Client immediately prior to the date of our commencement of the Services shall remain vested with the Client.
7.2 In relation to Intellectual Property created as part of the Services, the following provisions will apply:
7.2.1 Reports and Documentation. All reports and documentation will be wholly owned by 514 Media. 514 Media will grant the Client a perpetual, non-transferable, non-exclusive licence to make use of such materials in all media in perpetuity.
7.2.2 Data. Mechanical and quantitative data collected in the course of the Services will be transferred to the Client (it being understood that the Client is solely responsible for securing any third party approvals and licenses required for the legitimate use of such data).
7.2.3 Workshop / Meeting Materials. All Intellectual Property created in the course of workshops, breakout sessions, telephone conferences and/or other meetings vest with the Client to the extent that such materials correspond with the written objectives of the Client. In the event the Client wishes to make use of any other Intellectual Property created in the course of such activities, this must be confirmed by 514 Media in writing.
7.3 Notwithstanding anything to the contrary herein, any creative outputs, materials and/or Intellectual Property produced by 514 Media in the course of the Services will only pass to the Client subject to full settlement of all fees and expenses owing to 514 Media.
- DATA PROTECTION
8.1 Each party hereby acknowledges that, while these Terms are in effect, the other party may have access to mailing lists, customer databases or other documentation which may contain personal details (“Personal Data”) as defined in Section 3(2) of the Data Protection Act 2018 (the “Act”). In relation to such disclosure, each party shall take such steps as are necessary to comply with the Act and any supplementary or successor legislation (including without limitation the Privacy and Electronic Communication Regulations 2003 and the General Data Protection Regulation) including, without limitation, adopting appropriate technical and organisational measures to guarantee the fair and lawful transmission and further processing of Personal Data to the extent permitted under these Terms.
8.2 At the point where any Personal Data has been passed by one party to the other, the sender shall be discharged of any legal obligations with regard to the recipient’s electronic or physical copy of such data, which shall then become obligations incumbent upon the recipient, acting as a data controller (as defined in the Act).
9.1 No variation to the provisions of this Terms shall be of any effect unless made in writing and agreed and signed by 514 Media. Any standard terms and conditions the Client may adopt in its dealings with contractors are specifically excluded and shall have no force and effect in relation to these Terms.
9.2 In the event that any part of any provision of these Terms may prove to be illegal or unenforceable the other provisions of these Terms, as well as the remainder of the provision in question shall remain in full force and effect. The parties shall, notwithstanding, interpret such provision and/or amend it to the minimum extent necessary to reflect its commercial intention while being enforceable and compliant with law.
9.3 The waiver by either party of a breach or default of any of the provisions of these Terms by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
9.4 These Terms constitutes the entire and only agreement between the parties and their respective related persons relating to its subject matter.
9.5 These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute that may arise between the parties concerning these Terms shall be determined in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the High Court in London.
514 Media Limited is registered in England & Wales with Company Number 10716441 c/o Diverset, Ferrari House, 258 Field End Road, Ruislip, Middlesex HA4 9UU, United Kingdom