Terms and Conditions of Business of Wordsmith Communication UK Limited


The following expressions shall have the following meanings:

1.1 “Consultancy” means Wordsmith Communication UK Limited whose registered office is at Office 62, 123 Stratford Road, Solihull, B90 3ND, with company registration no 6926788 in England;

1.2 “Client” means any person who purchases Services from the Consultancy;

1.3 “Proposal” means a quotation or other similar document describing the Services;

1.4 “Services” means the consultancy services as described in the Proposal;

1.5 “Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by the Consultancy;

1.6 “Agreement” means the contract between the Consultancy and the Client for the provision of the Services incorporating these Terms and Conditions;

1.7 “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;


2.1 These Terms and Conditions shall apply to the Agreement for the supply of Services by the Consultancy to the Client and shall supersede any other documentation or communication between parties.

2.2 Any variation to these Terms and Conditions must be agreed in writing by the Consultancy.

2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Consultancy may be entitled in relation to the Services, by virtue of any statute, law or regulation.


3.1 The Proposal for Services will be provided to the Client in advance of any Services being provided.

3.2 The Proposal for Services shall remain valid for a period of 180 days.

3.3 The Proposal must be accepted by the Client in its entirety.

3.4 The Agreement between the Consultancy and the Client, incorporating these Terms and Conditions, shall come into force when the Client confirms acceptance of the Proposal in writing to the Consultancy.


4.1 The Services are as described in the Proposal.

4.2 Any variation to the Services must be agreed by the Consultancy in writing.

4.3 The dates the Services shall commence on and continue until are as described in the Proposal unless terminated according to the terms of this Agreement.

4.4 When the Services require co-ordination with other persons working for the Client, the Consultancy shall make employees available during normal business hours. Otherwise, the Consultancy shall have the freedom to deliver the Services whenever it chooses to, subject to the demands of the tasks and to meeting all agreed outcomes for the Services. For the avoidance of doubt, the Consultancy will not normally be available for client meetings on fridays, saturdays, sundays or public holidays.

4.5 The Services shall be carried out at the registered office of the Consultancy or the Client or any other location that the Consultancy deems appropriate. The Consultancy shall decide how the Services are provided. The Consultancy will travel to the premises of the Client to attend meetings as necessary for the provision of the Services.

4.6 Dates given for the delivery of Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Agreement and the Consultancy shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.


5.1 The price for Services is as specified in the Proposal and is exclusive of VAT and any other charges as outlined in the Proposal.

5.2 The terms for payment are as specified in the Proposal.

5.3 The Consultancy’s service fees shall be exclusive of the following direct costs and expense items (which may not be an exhaustive list) relating to the provision of the Services. Such items will be agreed in advance and will be re-charged at cost:

a. Advertising artwork and mechanical items

b. Artiste/celebrity fees

c. Bulk photocopying and stationery

d. Bulk postage and packaging, telephone and telecommunications

e. Couriers

f. Design, artwork and print

g. Direct mail

h. Entertainment

i. Evaluation

j. Exhibition and display materials

k. Film production

l. Market research

m. Media monitoring

n. Newspapers and magazine subscriptions

o. Photography and prints

p. Press material production and distribution

q. Special events, meetings, conferences etc

r. Specialist IT software

s. Storage

t. Travel, accommodation and subsistence (outside of the West Midlands)

u. Venues

5.4 The Client will pay interest on all late payments at a rate of 5% per annum above the Bank of England Base Rate.

5.5 The Consultancy is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Consultancy is late.

5.6 The Client is not entitled to withhold any monies due to the Consultancy.

5.7 The Consultancy is entitled to vary the price to take account of:

5.7.1 any additional Services requested by the Client which were not included in the original Proposal;

5.7.2 any additional work required to complete the Services which was not anticipated at the time of the Proposal;

5.7.3 any reasonable inflationary increase in hourly rate, if applicable;

and any variation will be agreed with the Client in writing by the Consultancy.

5.8 The Consultancy shall be responsible for settling its liabilities of National Insurance contributions, PAYE, VAT and Corporation Tax with HMRC.


6.1 The Client agrees to cooperate with the Consultancy and shall provide any support, information and facilities to the Consultancy as may be required.

6.2 The Client agrees to provide final sign-off before any work is issued to journalists or printed.

6.3 The Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by the Consultancy for the purpose of providing the Services for a period of six months following completion of the Services.


7.1 The Consultancy shall supply the Services as specified in the Proposal.

7.2 The Consultancy shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with the Chartered Institute of Public Relations Code of Conduct (a copy of which can be obtained from http://www.cipr.co.uk/content/about-us/about-cipr/code-conduct).

7.3 The Consultancy shall have the authority to delegate any obligations to other employees or subcontractors but undertakes to notify the Client of any significant changes to personnel.


8.1 The parties agree to treat as secret and confidential and not at any time for any reason during or after the termination of the Agreement to disclose or permit to be disclosed or made use of any confidential information concerning the other’s business customers, suppliers or associated companies which they may acquire in the course of the Agreement.

8.2 The Consultancy shall where so requested by the Client impose equivalent obligations of confidentiality on its own personnel and obtain written assurances from any third parties to whom information has to be disclosed in order to enable the Consultancy to carry out its obligations under the Agreement.

8.3 For the avoidance of doubt, the restrictions in this Clause shall not prevent:

8.3.1 the disclosure or use of information in the proper performance of the Consultancy’s duties;

8.3.2 the disclosure of information if required by law; or

8.3.3 the disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by the Consultancy.

8.4 Nothing in the Agreement shall prevent the Consultancy from using the name of the Client in any list of clients used by the Consultancy for its own promotional purposes unless the Client has notified the Consultancy in writing that it is unwilling for its name to be so used.

8.5 The provisions of this clause shall survive the expiry or termination of the Agreement.


9.1 The Consultancy shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.

9.2 The Client shall not distribute any Intellectual Property Rights belonging to the Consultancy to any third party without the written consent of the Consultancy.

9.3 The Consultancy shall communicate to the Client full details of all information which results from the Services (including any inventions or developments which are made or conceived by the Consultancy) during the term of this Agreement (“the Results”).

9.4 Upon termination of this Agreement the Consultancy shall assign all rights, titles and interest (including all intellectual property rights) in the Results to the Client with full title guarantee. The Consultancy shall at the Client’s expense execute all documents and do all acts and things which the Client at any time during or after this Agreement requires to obtain or maintain any patents or other protection in respect of the Results in any part of the world or to vest the Results in the Client.

9.5 The Client and the Consultancy shall not infringe the Intellectual Property Rights of any third party during the term of this Agreement.


10.1 The Agreement shall continue until the Services have been provided in terms of the Proposal or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.

10.2 The Client may terminate the Agreement if the Consultancy fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 30 days after notification of non-compliance is given.

10.3 The Consultancy may terminate the Agreement if the Client has failed to make over any payment due within the payment terms set out in the proposal.

10.4 Either party may terminate the Agreement by notice in writing to the other if:

10.4.1 the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

10.4.2 the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or

10.4.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

10.4.4 the other party ceases to carry on its business or substantially the whole of its business; or

10.4.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10.5 In the event of termination the Client must make over to the Consultancy any payment for work done and expenses incurred up to the date of termination.

10.6 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.


11.1 Deborah Smith, Managing Director of the Consultancy, is a member of the Chartered Institute of Public Relations and agrees to abide by its aims and objectives and Code of Professional Conduct (a copy of which can be obtained from http://www.cipr.co.uk/content/about-us/about-cipr/code-conduct).


12.1 In the event of a dispute or question arising between the parties, they may, if they agree to do so, refer the matter to the Professional Practices Committee of the Chartered Institute of Public Relations for its recommendations for resolving the dispute or question.


13.1 The Consultancy warrants that to the best of its knowledge and belief the created work shall not infringe any third party rights or be in any way contrary to English law, subject to any legal or other advice provided to the Consultancy and communicated to the Client.

13.2 Subject to the provisions of this clause, the Consultancy shall indemnify and keep indemnified the Client from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which the Client may incur or suffer resulting from any breach of this Agreement by the Consultancy, including any act, neglect or default of the Consultancy’s agents, representatives or employees and including breaches resulting in any successful claim by any third party alleging defamation, provided that:

13.2.1 any condition or warranty which might otherwise be implied into or incorporated in the Agreement, whether by statute, common law or otherwise, is expressly excluded from the Agreement to the maximum extent permitted by law;

13.2.2 the Consultancy’s maximum aggregate liability to the Client under the Agreement shall in no circumstances exceed an amount equal to the Consultancy’s Professional Indemnity cover, which the Consultancy shall disclose to the Client at any time upon request;

13.2.3 the Consultancy shall not be liable for:

(i) any loss or damage suffered by the Client arising out of any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond the Consultancy’s reasonable control; or

(ii) any delay in or omission of publication or transmission or any error in any press or other publication unless such delay, omission or error is due to its own default or neglect; or

(iii) any consequential loss or damage of any kind whether caused by tort (including negligence), breach of contract or otherwise, and whether or not such loss or damage was foreseeable.

13.3 The Client shall effect such insurance as is suitable having regard to all the circumstances and the provisions of this clause.

13.4 The provisions of this clause shall survive the expiry or termination of the Agreement.


14.1 The Client warrants that to the best of its knowledge, information and belief all information supplied to the Consultancy before, during and after the Agreement shall be accurate and not in any way contrary to English law and that it is entitled to provide such information to the Consultancy for its use without recourse to any third party.

14.2 The Client shall indemnify and keep indemnified the Consultancy from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which the Consultancy may incur or suffer resulting from any act, neglect or default of the Client or its agents, employees or licensees, or the infringement of the intellectual property rights of any third party or any successful claim for defamation, provided that such liability was not incurred by the Consultancy through any default in performing its obligations under the Agreement.

14.3 The provisions of this clause shall survive the expiry or termination of the Agreement.


Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.


The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Consultancy.


Nothing in the Agreement shall be construed as establishing or implying a partnership, joint venture or employment relationship between the parties or suggest that either of the parties are agent for the other.


Nothing in these Terms and Conditions intend to or confer any rights on a third party.


If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.


The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.


Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.


These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.


These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.