High Profile Marketing Limited and High Profile Media are hereinafter referred to as “the Company” and these terms and conditions apply to dealings with either and both.
1. CONSULTANCY SERVICE FEES
Consultancy service fees, together with executive time charges where applied on a predetermined or fixed-level basis, shall be invoiced quarterly or monthly in advance and subject to net thirty days. Charges for executive time where computed separately from consultancy service fees shall be invoiced monthly in arrears and subject to terms of net thirty days, except where affected by the Company’s ad hoc Clients’ conditions.
2. ADVERTISING CHARGES
Advertising space and time services are operated under these terms and conditions of business and those summarised herein under the addendum “Media Planning & Buying’.
3. ANCILLARY COSTS & EXPENSES
Project ancillary costs and expenses shall be invoiced monthly in arrears and subject to terms of net thirty days, except where affected by the Company’s ad hoc Clients’ conditions.
4. BOUGHT-IN & PRODUCTION ITEMS
Charges for bought-in items other than advertising space or time and for production items shall be invoiced on delivery or project completion or monthly in arrears, at the discretion of the Company, and subject to terms of net thirty days, except where affected by the Company’s ad hoc Clients’ conditions. However, the Company shall reserve the right to invoice for progress payments for items relating to what it considers to be protracted-period projects or where suppliers require pre-payment.
5. AD HOC CLIENTS
Where the Company undertakes assignments from Clients not covered by consultancy service agreements, referred to herein as ad hoc Clients, it shall reserve the right to invoice for payments in advance or for progress payments, and settlement terms may vary from assignment to assignment.
6. SETTLEMENT OF ACCOUNTS
The Company reserves the right to add up to two-and-a-half per cent to invoices as protection against possible late payment, which shall be deductible on payment by the Client solely on condition that the Company’s settlement terms as aforesaid are adhered to in full. Additionally or instead, and at its discretion, the Company shall charge the Client interest at the rate of five per cent above Bank of England base rate, calculated as simple interest from the payment due date to the eventual payment received date, on any invoiced amount against which the Company has not issued a credit note and for which payment in full has not been received by the Company after thirty days from the payment due date. In such circumstances the Company shall reserve the right to suspend or cancel work in progress on behalf of the Client and claim from the Client reimbursement for charges and expenses accrued to date and committed into, including collection costs.
7. DISPUTED INVOICES
Should an invoice sub-total or total be disputed by the Client, the detail of the claim shall be made in writing by the Client, who shall be responsible for ensuring that the Company receives such notification before the expiry of twenty-one days after the invoice date. Otherwise, the Company shall not be required to enter into negotiations concerning the disputed item or items and shall be entitled to recover the full amount. Where the Company agrees to amend such invoice detail, the whole of the invoice involved shall be replaced with a corresponding credit note and a new invoice shall be issued, subject to terms of net twenty-one days and the Company’s settlement of accounts conditions.
8. VALUE ADDED TAX
Value Added Tax or its equivalents at the current rate shall be applied in addition to all fees and other charges where required by law, whether or not indicated as payable in estimates or quotations submitted.
9. APPROVALS & AUTHORITY
Unless agreed otherwise by the Client, the Company shall submit all draft press releases, press articles, specially-compiled press briefing notes, photographs, illustrations, advertising and literature text, layouts and artwork for Client approval. Where requested by the Client, the Company shall submit for Client approval estimates or quotations relating to the anticipated cost of bought-in and/or other production items. Client approval of items submitted shall be authority to publish, offer for publishing or progress production; approval of estimates or quotations shall be authority to make contracts with suppliers. The Company shall accept no responsibility for errors or inaccuracies, or any results thereof, in material which has been approved by the Client.
10. CHANGES
The Company shall take all reasonable steps to comply with requests from the Client to change, reject, postpone or cancel work in progress, provided that this can be done within its contractual obligations to suppliers. In the event of amendments or cancellations, the Client shall reimburse the Company for any charges or expenses to which it is committed and which are not otherwise recoverable and shall pay any executive time charges attributable.11. COPYRIGHT & TITLE
The copyright in all artwork, illustrations, text, photographs, tapes and other such items created or commissioned by the Company shall rest initially with the Company. On payment of the relevant fees and charges in full, copyright shall be deemed to be assigned to the Client. Title to playouts, printouts, duplicates and other such reproduction from original materials shall rest initially with the Company and on payment of the relevant fees and charges in full shall be deemed to be transferred to the Client. Title to original computer files, films, master tapes and their constituent elements shall remain with the Company or its suppliers unless agreed otherwise by the Company and the Client.
12. RETENTION OF MATERIALS
The Company shall retain for a period of thirty-six calendar months from project completion all creative production materials in its possession, at the end of which it shall reserve the right to destroy or otherwise dispose of the materials without reference to the Client, unless requested in writing otherwise by the Client within the aforesaid period. Working documents in connection with the preparation of press releases, press articles and press briefing notes shall be retained by the Company for twelve calendar months from project completion and then destroyed.
13. PROPERTY LIABILITY
The Company shall take reasonable care of property made available to it by the Client, but the Client shall be responsible for insuring such property against accidental damage or loss.
14. CONFIDENTIAL INFORMATION
The Company shall not deliberately disclose without Client permission any confidential information regarding the Client gained in the course of its service, but the Client shall acknowledge the Company’s right to use as it sees fit general intelligence regarding the Client.
15. INDEMNIFICATION
The Client shall indemnify the Company and keep it indemnified from and against all proceedings, claims, damages and losses which might be incurred in connection with any information, representations or other material furnished, prepared or approved by the Client.
16. SERVICE AGREEMENT PERIODS
Where consultancy service agreements are entered into these shall be for whatsoever period agreed by the Company and the Client, or for an unspecified period, and termination of such agreements by either party shall be subject to a minimum notice in writing of three calendar months.
17. CODE OF PROFESSIONAL PRACTICE
The Company shall have a general duty of fair dealing towards its existent and past Clients and to the public at large; shall safeguard the confidences of existent and past Clients and shall not disclose or use these confidences to the deliberate disadvantage or prejudice of such Clients; shall not represent directly competing interests among contracted management service Clients or accept ad hoc business from their direct competitors if requested not to do so by such Clients; shall not accept fees or other monies in connection with the direct service for any Client from anyone other than the Client without declaring the nature of such transactions to the Client; shall inform Clients of any shareholding or financial interest it holds in any company, firm or individual whose service it recommends; shall not engage in any practice nor propose to Clients any action which would knowingly constitute an improper influence on organs of government or legislation, or which would knowingly be detrimental to the general reputation or interests of the marketing communications industry; shall not intentionally disseminate false or misleading information and shall take all reasonable care to avoid such dissemination; shall carry out its research projects in accordance with the Market Research Society’s code of practice; shall not purport to serve some announced cause while really serving an undisclosed special interest; and shall make available on demand to any Client the names of all other Clients.
MEDIA PLANNING & BUYING
ADDITIONAL TERMS & CONDITIONS OF BUSINESS
1. Invoices are prepared and issued twice monthly, relating to advertising scheduled to run within thirty days of the invoice date.
2. Payment by credit-insured Clients for advertising is due within thirty days of the invoice date or by the fifteenth day of the month following the month of insertion, posting or transmission, whichever occurs first.
3. It is standard practice to credit insure Clients. If, for any reason, it is not possible or is cost-prohibitive to arrange such insurance, payment must be received in full before the date on which cancellations of bookings are no longer permitted by the media involved.
4. Procedures concerning the settlement of accounts shall be as per paragraph six of the Company’s main terms and conditions of business, “Settlement of Accounts”.
5. Each invoice comprises (i) the gross media cost less any agency commission rebate to the Client which may have been agreed (ii) on UK national advertising, the Advertising Standards Board of Finance levy, which is one-tenth of one per cent of the gross cost (iii) any small-budget booking fee or currency transaction fee where applicable (iv) any payment protection surcharge which may be applied, usually two-and-a-half per cent, deductible by the Client provided that payment in full is made and received within the specified period (v) VAT where applicable.
6. VAT and/or its equivalents at the current rate shall be added as and where required by law.
7. The Client shall indemnify the media buying service provider against all proceedings, claims, damages and losses which might be incurred in connection with any information, representations or other material furnished, prepared or approved by the Client.
NOTE: Media buying involves associate media house Bygraves Bushell Valladares & Sheldon Limited. Where contracts with the media are made by Bygraves Bushell Valladares & Sheldon Limited, it issues Clients with invoices for advertising space and/or time, and its terms and conditions of business, which are broadly similar but not identical to these, shall apply.

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