1.1 In these Terms and Conditions for Provision of Services (“Terms”):
“Budget” means the budget for the Services (including the Costs and the Production Fee) as set out in the Proposal or as amended in writing in accordance with these Terms
“Client” means the entity engaging Elm Media to perform the Services, as named in the Proposal and/or the Client Confirmation
“Client Materials” means all materials in whatever form supplied by the Client to Elm Media or which the Client requires Elm Media to acquire on its behalf
“Client Confirmation” means the written acceptance submitted by Client to Elm Media placing an order for Services in relation to a Proposal
“Confidential Information” means all information belonging to a party (howsoever recorded, preserved or disclosed) disclosed by one party (“Discloser”) to the other (“Recipient”) which relates to the business, marketing, plans, clients, suppliers, activities, personnel, or finances of that party and any other information which a party informs the other party in writing is confidential or commercially sensitive, but shall not include information which: (1) Recipient can prove was in its possession prior to disclosure by the Discloser, or (2) is or becomes part of the public domain other than by any breach of these terms, or (3) is lawfully disclosed to Recipient by a third party
“Contract” means the agreement between the Client and Elm Media for the supply of the Services and consisting of the documents referred to in clause 1.5 below
“Costs” means the third party costs incurred by Elm Media in performing the Services as set out in the Budget
“Deliverables” means all materials, work and information forming part of the Services and created by or for Elm Media for the purpose of performance of the Services, but specifically excluding Client Materials
“Intellectual Property” means any and all copyright and related rights, trade marks, patent, utility models, design rights, rights in goodwill or to sue for passing off, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world
“Location” means the geographical location for provision of the Services as specified in the Proposal
“Production Fee” means the price for the Services provided by Elm Media as set out in the Proposal and otherwise agreed in writing between the parties
“Proposal” means the document prepared by Elm Media setting out the Services, the Location, the Budget, the Deliverables, the Client Materials and all other information required for performance of the Services
“Services” means the production and broadcast public relations services agreed to be provided by Elm Media as set out in the Proposal or as otherwise agreed in writing by Elm Media.
1.2 Clause headings shall be ignored in interpretation; the singular includes the plural and vice versa.
1.3 Any provision of these Terms which is invalid or unenforceable for any purpose shall be removed from these Terms for that purpose but shall otherwise remain valid and enforceable and shall not affect the validity of the remainder of the Contract.
1.4 Payments will be deemed made to Elm Media when they have been credited to Elm Media’s account in cleared funds.
1.5 The Contract comprises these Terms, the Client Confirmation and the Proposal.
1.6 These Terms shall have priority over the other Contract documents unless the Proposal specifically amends a provision of these Terms.
1.7 Your issuance of or continuing instructions in respect of any Proposal constitutes acceptance and agreement by you of these Terms.
2.1 Client Confirmations shall not be deemed accepted by Elm Media (nor a Contract formed) until either (1) signed or acknowledged in writing (including by email) by Elm Media or (2) Elm Media commences work in respect of the relevant order.
2.2 No representations made by Elm Media’s employees will apply to the Contract unless they are confirmed in writing. In entering into the Contract Client acknowledges that Client has not relied on any such representations.
2.3 Client is responsible for ensuring the accuracy of the Client Confirmation submitted and for giving Elm Media any necessary information and Client Materials within sufficient time to enable Elm Media to perform the Contract.
2.4 Elm Media reserves the right to make any changes to Services if necessary to comply with any applicable law, regulation or safety requirement and to vary the Production Fee by a fair and reasonable amount to take account of the variation. Elm Media will inform Client of any such variation and of its effect, if any, on the Budget, as soon as reasonably practicable.
2.5 Client may cancel a Contract by notice in writing to Elm Media. If Client cancels the Services within 72 hours of the due date for performance Elm Media may charge Client any reasonable and non-refundable costs incurred by Elm Media (such as non-refundable location or other booking fees, costs or deposits).
2.6 If Elm Media cancels the Contract other than pursuant to clause 9, it will repay all monies received from Client.
2.7 If Client wishes to make an amendment to the Proposal Client should request the amendment in writing (including by email) and Elm Media will within a reasonable time let Client know:
2.7.1 whether it considers such amendment is reasonably practicable in all the circumstances; and if so
2.7.2 whether it affects the Budget or any other terms or requirements relating to the Services.
If Elm Media considers in its discretion that any amendment is unsuitable for any reason it may refuse to accept such amendment and Client may in that event cancel the Contract pursuant to clause 2.5.
2.8 On receipt of the information from Elm Media in 2.7 Client shall have a reasonable period to confirm Client’s agreement to the change to the Proposal and the Budget. Elm Media may delay performance of the Services or any part of them until it has received Client’s written confirmation that Client wishes either to proceed or not to proceed with the amendments in question.