N.B. THESE TERMS CONTAIN LIMITATIONS AND EXCLUSIONS OF LIABILITY
These Terms apply to business customers only. They do not apply to consumers, and nothing in these Terms is intended to create rights for a consumer under the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
LionbridgePR Ltd is a company registered in England and Wales, company number GB06446300, registered office Horn House Barn, Exton Park, Rutland, LE15 7QU.
"Agreement" means, together, the Letter of Engagement and these Terms.
"Customer" means the person, firm or company (and any affiliated company) who purchases the Services from LionbridgePR.
"Confidential Information" means all identifiable methodology, know how, experience, data, databases, flow charts, reports, tables or other material produced in relation to the Agreement (including the negotiations leading to it) and any other information of whatever kind, whether commercial, technical, financial, operational or otherwise, whether communicated verbally, in writing or in any other form and whether or not expressly stated to be confidential, relating to a party including its business, operations, products, suppliers and customers. Unless the context otherwise requires, this also includes any modification made to the above information by the receiving party or anyone it has disclosed that information to.
"Intellectual Property" means patents, trademarks, trade secrets and other confidential information, copyright, database rights, designs, design rights, inventions, know how and any other industrial or intellectual property rights of any nature, whether registered or capable of registration or not, in any part of the world, including all applications and the right to apply for any of the foregoing, and the right to sue for past infringements.
"Letter of Engagement" means the letter of engagement from LionbridgePR to the Customer setting out the express terms that apply to the provision of the Services.
"LionbridgePR Material" means all reports, software, data and other information, materials or items, whether tangible or intangible, created or developed by LionbridgePR in the course of providing the Services.
"Services" means the services which LionbridgePR has agreed to supply to the Customer, as specified in or by reference to the Agreement.
"Terms" means these Terms of Business.
2.1 LionbridgePR shall supply, and the Customer shall purchase, the Services in accordance with the Letter of Engagement and these Terms, which shall govern the Agreement to the exclusion of any other terms and conditions. If there is any conflict between the Letter of Engagement and the Terms, the Letter of Engagement shall apply. No conduct by LionbridgePR is to be treated as accepting any terms put forward by the Customer.
2.2 The Agreement constitutes the entire agreement and understanding between the parties in relation to the supply of the Services, and supersedes any previous agreements between them on that subject.
2.3 The Customer acknowledges that it has not been induced to enter into the Agreement in reliance on, and has no remedy in respect of, any warranty, representation, statement, agreement or undertaking other than those expressly set out in the Agreement.
2.4 No variation to the Agreement is binding unless agreed in writing by an authorised representative of LionbridgePR.
3.1 The Customer shall:
3.1.1 make full disclosure to LionbridgePR of all information and material LionbridgePR reasonably requires to perform its obligations under the Agreement;
3.1.2 ensure that information and material is true, accurate and complete in all respects;
3.1.3 ensure that information and material is free from defamatory or unlawful content and does not infringe any third party rights, including Intellectual Property;
3.1.4 ensure that information and material is provided in sufficient time to allow the Services to be performed in accordance with the Agreement; and
3.1.5 indemnify LionbridgePR against all costs, claims, losses, expenses and other liabilities arising from any breach of these obligations.
3.2 The Customer shall provide LionbridgePR with such co-operation and access to and use of the Customer's premises as LionbridgePR reasonably requires to perform its obligations. Where any LionbridgePR representative attends the Customer's premises, the Customer shall take all reasonable steps to ensure that representative's health and safety, and shall indemnify LionbridgePR for loss or damage to its property, or personal injury or death of its representative, unless caused by LionbridgePR's own negligence.
4.1 The Services shall be provided by a suitably experienced employee or representative of LionbridgePR, though LionbridgePR cannot guarantee that any specific individual will be available.
4.2 LionbridgePR may engage third parties where it considers this necessary or desirable to provide the Services. The Customer is responsible for the fees and expenses of any such third party. LionbridgePR shall notify the Customer and provide details of fees and expenses before engaging a third party, and shall obtain the Customer's written approval before doing so.
4.3 Any advice given by LionbridgePR is, unless otherwise agreed in writing, solely for the Customer's benefit and must be kept confidential. It may only be relied on by the Customer for the purposes to which it relates, and may not be disclosed to any third party unless LionbridgePR agrees or the Customer has a legal duty to disclose it. LionbridgePR's advice may not be used or relied on by any third party without LionbridgePR's prior written consent.
4.4 LionbridgePR shall not issue, publish, distribute, submit, communicate or otherwise make available any press release, press pitch, article, website copy, social media content, newsletter, speaker submission, quote, statement or other external communication on the Customer's behalf without the Customer's prior written approval.
4.5 Approval given under clause 4.4 applies only to the specific version approved. It does not extend to any amendment, reuse, republication or further distribution unless separately approved in writing.
4.6 Any times or dates specified for completion of the Services are estimates only, and time is not of the essence. LionbridgePR shall not be responsible for loss or damage caused by Services not being completed within a specified period.
5.1 Each party shall keep confidential the terms of the Agreement and all Confidential Information it acquires about the other party's business or affairs. Neither party shall use or disclose the other's Confidential Information except to the extent necessary to perform its obligations or exercise its rights under the Agreement. Each party shall ensure its officers, employees and anyone else it discloses Confidential Information to are aware of, and comply with, this clause.
5.2 These obligations do not apply to information that is, or becomes, publicly available other than through a breach by that party, or that must be disclosed by law or by order of a court or other competent authority.
5.3 This clause survives termination of the Agreement.
6.1 LionbridgePR's fees are set out in the Letter of Engagement and are exclusive of VAT, unless otherwise expressly agreed.
6.2 Unless otherwise agreed in the Letter of Engagement, LionbridgePR's fees exclude expenses incurred in providing the Services, and the Customer shall reimburse LionbridgePR for all such expenses, including travel, accommodation and subsistence, printing, photography and artwork.
6.3 Where the Customer makes travel arrangements on LionbridgePR's behalf, these shall be of at least a comparable standard to those the Customer makes for its own senior employees.
6.4 LionbridgePR shall invoice the Customer for fees, expenses and any applicable VAT at the time or times specified in the Letter of Engagement, or, where none is specified, on completion of the Services or at the end of each calendar month for Services provided that month, whichever is earlier.
6.5 The Customer shall pay in pounds sterling within 14 days of the invoice date. LionbridgePR may charge interest on undisputed unpaid sums, from the due date until payment, at 3% over the Bank of England base rate as varied from time to time. This is in addition to, and does not affect, the Customer's rights under the Late Payment of Commercial Debts (Interest) Act 1998.
6.6 If the Customer fails to pay by the due date, LionbridgePR may, without prejudice to any other right or remedy, terminate the Agreement or suspend further Services.
6.7 All sums payable by the Customer are to be paid without set-off, counterclaim or deduction of any kind.
6.8 Where the Customer cancels the Agreement within four weeks of a specified completion date for the Services set out in the Letter of Engagement ("the Fixed Date"), LionbridgePR shall be entitled to invoice the Customer for a proportion of the fees as follows:
6.8.1 cancellation 28 to 22 days before the Fixed Date, 25% of the fees payable;
6.8.2 cancellation 21 to 15 days before the Fixed Date, 50% of the fees payable;
6.8.3 cancellation 14 to 8 days before the Fixed Date, 75% of the fees payable;
6.8.4 cancellation 7 days or fewer before the Fixed Date, 100% of the fees payable.
7.1 LionbridgePR Material, together with all Intellectual Property in it, belongs to LionbridgePR absolutely. No rights in LionbridgePR Material are granted to the Customer save for a non-exclusive licence to use such of it as is reasonably necessary for the purposes contemplated by the Agreement.
7.2 LionbridgePR reserves the right to be identified as the creator and owner of the Intellectual Property in any LionbridgePR Material it produces, and may reuse LionbridgePR Material, or parts of it, for other clients or generally in its business, provided it does not disclose information confidential to the Customer.
7.3 All Intellectual Property created by LionbridgePR, or any employee, agent or subcontractor of LionbridgePR, in the course of performing the Services vests in LionbridgePR on creation.
7.4 The Customer grants LionbridgePR a non-exclusive licence to use Intellectual Property belonging to the Customer for the purpose of performing the Services, and shall indemnify LionbridgePR against all claims, costs, expenses, losses and damages arising from any claim that use of such material infringes a third party's Intellectual Property.
8.1 LionbridgePR shall not be liable to the Customer for third party claims arising from the Services, including claims for defamation, unlawful content or infringement of rights. The Customer is responsible for obtaining its own legal advice on legal issues arising from or relating to the Services.
8.2 Except where LionbridgePR is shown to have failed to use reasonable care, LionbridgePR shall not be responsible for any loss or damage arising from Services carried out, or not performed, by LionbridgePR.
8.3 LionbridgePR shall not be liable to the Customer, whether for negligence, non-fraudulent misrepresentation, or breach of contract or statutory duty, for loss of profit, loss of goodwill or damage to reputation, loss of business opportunity, or any indirect loss, damage, cost, expense, claim or other liability arising out of or in connection with the Agreement.
8.4 LionbridgePR's aggregate liability to the Customer under or in connection with the Agreement, whether for negligence, non-fraudulent misrepresentation, breach of contract or statutory duty or otherwise, shall not exceed the greater of the fees paid by the Customer in the twelve months preceding the event giving rise to the claim, and £2,000,000.
8.5 Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraudulent misrepresentation, or for any other matter that cannot lawfully be limited or excluded.
9.1 LionbridgePR shall provide the Services for the term set out in the Letter of Engagement. Neither party may terminate the Agreement except as expressly set out in these Terms or the Letter of Engagement.
9.2 Where LionbridgePR provides the Services on an ongoing basis for more than 12 months, and unless the Letter of Engagement says otherwise, either party may terminate the Agreement by giving the other not less than three months' written notice.
10.1 This clause applies if any of the following occurs, or has occurred before the date of the Agreement and continues:
(a) the Customer commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days of written notice specifying the breach;
(b) the Customer becomes insolvent, enters administration, receivership or liquidation, makes an arrangement with its creditors generally, or has a receiver, manager, administrator or administrative receiver appointed over any of its assets; or
(c) the Customer ceases or threatens to cease carrying on its business.
10.2 LionbridgePR shall be entitled to terminate the Agreement, or suspend further Services, without liability to the Customer. Any fees for Services already provided but not paid for shall become immediately due.
10.3 Whenever requested, the Customer shall return, and ensure that anyone it has disclosed LionbridgePR Material to also returns, all material provided in tangible form which constitutes LionbridgePR Material, together with any copies, and shall destroy or delete any notes, memoranda or other records containing LionbridgePR Material.
11.1 LionbridgePR warrants that, before entering into the Agreement, it has undertaken reasonable conflict checks to identify any actual or potential conflict of interest that would reasonably be expected to affect its ability to provide the Services.
11.2 LionbridgePR shall notify the Customer promptly on becoming aware of any actual or potential conflict of interest that may affect the Services, and shall provide reasonable detail of its nature to the extent legally permitted.
11.3 LionbridgePR shall not accept or continue any engagement that gives rise to a direct conflict of interest with the Customer without the Customer's prior written consent, not to be unreasonably withheld or delayed.
11.4 LionbridgePR may not terminate the Agreement under this clause in respect of a conflict it knew, or ought reasonably to have known, about before the date of the Agreement.
11.5 Where a conflict arises after the date of the Agreement and cannot reasonably be managed, either party may terminate on not less than 30 days' written notice. During that notice period, LionbridgePR shall continue providing the Services so far as reasonably possible and shall give reasonable cooperation to support an orderly handover.
11.6 Where the Agreement is terminated under clause 11.5, LionbridgePR shall refund any fees prepaid for Services not yet delivered, without prejudice to rights or remedies accrued before termination.
11.7 Nothing in this clause limits LionbridgePR's liability for any loss the Customer suffers as a result of LionbridgePR failing to carry out reasonable conflict checks before entering into the Agreement.
11.8 Save where LionbridgePR considers there to be a conflict of interest, it is entitled to provide services to other persons, firms and companies as it determines, whether or not they are existing customers, and regardless of any connection with the Customer or its marketplace.
12.1 LionbridgePR shall communicate with the Customer at any address, email address or telephone number the Customer has provided, unless a particular address is specified.
12.2 The parties acknowledge that email and other electronic communications carry inherent risks. LionbridgePR shall take reasonable steps to protect their confidentiality and security, and shall not be liable for delay, interception, corruption or non-delivery except to the extent caused by its negligence, breach of confidentiality obligations, breach of data protection law, or failure to follow the Customer's instructions.
13.1 The Customer may not assign, sub-contract or otherwise dispose of its rights or obligations under the Agreement without LionbridgePR's prior written consent.
13.2 LionbridgePR may sub-contract its rights and obligations under the Agreement at any time without the Customer's consent.
14.1 If any provision of the Agreement is found void or unenforceable by a court or other competent body, that provision shall be severed to that extent, and all other provisions remain in full force and effect.
15.1 Unless expressly stated, nothing in the Agreement confers any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
16.1 In this clause, "Personal Data", "Data Subject", "Controller", "Processor", "Processing" and "Personal Data Breach" have the meanings given in the UK GDPR, the Data Protection Act 2018 and any other applicable data protection law.
16.2 LionbridgePR shall keep information about the Customer, and in the case of a business its relevant contacts, in compliance with all applicable data protection law, and may use it to provide the Customer with information about public relations services LionbridgePR believes may be of interest.
16.3 LionbridgePR shall process such information only on a lawful basis, and the Customer may withdraw consent to marketing communications at any time by writing to the address given at the top of these Terms.
16.4 LionbridgePR shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, and shall notify the Customer without undue delay of any Personal Data Breach affecting its data.
16.5 On termination or expiry of the Agreement, LionbridgePR shall, at the Customer's written request, delete or return Personal Data processed on the Customer's behalf, unless required by law to retain it.
17.1 The Agreement is governed by and construed in accordance with the law of England and Wales, to which each party irrevocably submits.
17.2 Any dispute arising under or in connection with the Agreement is subject to the exclusive jurisdiction of the courts of England and Wales, to which each party irrevocably submits, save that LionbridgePR is at liberty to start proceedings in any other jurisdiction it considers necessary.
18.1 Neither party is in breach of the Agreement, or otherwise liable to the other, for any delay or failure to perform its obligations to the extent caused by a Force Majeure Event. "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including acts of God, pandemic, epidemic, governmental action or restriction, war, civil unrest, industrial action or strikes, fire, flood, or failure of third party telecommunications or utilities.
18.2 A party relying on this clause must notify the other in writing as soon as reasonably practicable after the event begins, and shall use reasonable endeavours to mitigate its effects and resume performance as quickly as possible.
18.3 If a Force Majeure Event prevents performance for more than 60 continuous days, either party may terminate the Agreement on written notice without further liability, save that the Customer remains liable for fees for Services already delivered before termination.