STANDARD TERMS OF BUSINESS
Our website address is: http://rephrasemedia.com.
In order to avoid repeating your name and ours in these terms, we use the words “we” and “us” to refer to Rephrase and “you” to refer to you, our client.
If there is any inconsistency then the terms of any agreement with Rephrase shall prevail. You will have accepted these terms if you instruct us or continue to instruct us after receiving them.
These terms apply to all the work we do for you unless we agree otherwise in writing until we accept a new instruction from you on the express basis of other or varied terms.
The agreed scope of your instructions to us is set out in our agreement letter to you, or any variation of it, as may be amended by other communication(s) between you and us.
Unless specifically agreed by us to the contrary, our duty of care is to you as our client and does not extend to third parties. Advice given by us is provided on the basis of the instructions to which it relates and is for your benefit only.
Our advice may not be used or relied upon for any purpose other than the purpose for which it is specifically given and may not be used or relied upon by any person other than you without our prior written consent. Any exceptions to this clause can be amended by written communication with us.
Our Obligations to You
To ensure that our liability and obligations to you are fair and proportionate, in addition to the provisions set out below, we may include provisions in our agreement with you in writing which limit our obligations to you.
We will be providing the service to you, using our experience and knowledge in the Public Relations & Media sector, and it is us who will owe you a contractual duty to you. It is us who has the contractual relationship with you.
If you have previously contacted other advisors or do so during your contract with us, you must tell us as this may affect our relationship with you.
Nothing in these terms or our agreement with you, or any variation of it, shall operate to unlawfully affect and restrict your statutory rights or your rights pursuant to the common law of England and Wales except where you have chosen to waive any such rights.
These are shown initially in our contractual agreement with you, or any variation of it, and will be updated by any written proposal from us to you.
In certain circumstances a 50 per cent deposit will be payable, with the balance payable after the work outlined has been concluded. For example, if a press release/project is agreed, then conclusion will be when the article has been released online/print or on air. Further work, for example more time, should there be a conflict between these standard terms of conditions then the agreement letter will prevail.
Payment, VAT and Expenses
All of our fees, expenses and prices are not subject to the additional levy of value added tax. VAT if applicable to the fees expenses and prices is a separate item and unless it is shown as such you can safely assume that all prices quoted will be net prices without this addition unless VAT is specifically itemised.
Travel cost by motor car is calculated at £0.45 (45 pence) per mile.
Travelling time is £60.00 per hour from TS252DW to the destination and return.
There may be additional costs and expenses (including administration charges) which may be incurred by us in carrying out your instructions. We will tell you if there are likely to apply to you before you incur any of those.
For our terms of payment and the method of it please refer to the invoice, or any variation of it, or it can be requested on correspondence.
The Interest on Late Payment of Commercial Debts Act 1998 shall apply to these terms generally, but specifically compound interest after 21 days of delivery of an invoice shall accrue on any sums due at the rate of 8 per cent per annum calculated daily until payment in full.
If a third party accepts responsibility on your behalf for payment of some or all of our charges and payment is not made by that third party, then you will be responsible for settling any outstanding amount and all of the terms in this, clause 5 shall apply.
If the instructions to us are given by or on behalf of more than one person or entity, then, unless we agree otherwise in writing, each person or entity shall be responsible for payment in full of our fees and expenses regardless of whether invoice (s) are addressed only to one or more of such parties, and all of the terms in this, clause 5 shall apply.
Our policy is to not accept cash payments above £500.00 for any one transaction. If you try to avoid this by depositing cash directly with our bank, we may charge you for any additional checks we decide are necessary to identify the source of the funds.
We can accept cash of sums for less than £500.00 and in that event a proper and authentic receipt on our stationary will be provided.
We may submit invoices to you at regular intervals for the work carried out during the course of the agreement. We shall send to you a receipted invoice or receipted invoice when appropriate.
The Potential for a Conflict of Interest
If we are instructed by an employer to provide services to them for the benefit of an employee for which the employer pays, then excluded from our services will be the provision of any analysis of the legal position between that employer and their employee.
We will communicate with, and send documents to, you and any other person by e-mail only with your prior written consents. You accept that you will be responsible for installing and running antivirus software.
You authorise us to act upon electronic communications which have (or appear to have) been sent to us by you or your agents.
Your Information and Data Protection
We are a data controller for the purposes of the General Data Protection Regulation 2016 and the Data Protection Act 2018 (the “Data Protection Legislation”). We will use the information you provide us primarily for the purpose of providing our services to you and for the related purposes, which may include:
Updating and enhancing client records;
Contacting you from time to time to make enquiries on any issue of upon which you have consulted/instructed us to advise, or generally speaking;
Analysis to help us manage our business;
Statutory returns if and where applicable;
Compliance with all aspects of our business;
Credit reference checks via external credit reference agencies and electronic verification checks but only in limited circumstances;
Personal data obtained by us for the purpose of verifying your identity in accordance with the law on money laundering and terrorist financing will only be used by us for the purposes of preventing criminal activity generally, including money laundering or terrorist financing, unless:
Using it otherwise is permitted under any enactment; or
You have consented to it being used otherwise.
Our use of such information is subject to your instructions, the Data Protection Legislation and our duty of confidentiality. Inevitably we may need to disclose some information to third parties and we accept your instructions on the basis that we have your authority to do so where reasonable, lawful and necessary for the purposes of dealing with any matter on which you instruct us and comply with legal, and professional requirements.
Retention and Storage of Recorded Information
The confidential information will be stored or archived safely and for no longer than you permit or is necessary, to ensure we comply with the law of England and Wales. By the delivery of notice of these terms and conditions, you authorise us to destroy or delete those documents, materials and records at any time after twenty-eight days unless you tell us to the contrary. We will not destroy documents or other materials that you have specifically asked us to deposit in safe custody. We do not at present charge for the safe storage of documentation, although we reserve the right to.
We may change these terms from time to time depending upon what is required by our agreement. No variation of these terms shall be binding on us unless agreed to by us in writing.
Specifically, the initial consultation is a distinct contract to any aspect of Rephrase plan, and the fees paid for any step shall be payable in keeping with these terms and conditions and/or the formula contained in our agreement or any variation of it.
If any provision (or part provision) of our engagement letter to you or these terms shall be found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions (or the rest of the provision) of our engagement letter to you or these terms, which shall remain in full force and effect.
If any provision (or part provision) of our agreement with you or these terms is found to be illegal, invalid or unenforceable, but would be legal, valid or enforceable if some part were to be deleted or modified, such provision (or part provision) shall apply with such deletion(s) and/or modification(s) as may be necessary to make it or them legal, valid and enforceable.
Any provision of our engagement letter to you and any provision contained in these terms which expressly or impliedly has effect after termination or expiration of our engagement shall continue to be enforceable notwithstanding such termination or expiration.
Third Party Rights
The agreement established is made solely for your and our benefit and is not intended to benefit or create any right enforceable by any person other than you or us (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
Notwithstanding that any provision to you or these terms may be or become enforceable by a person other than you or us, the provisions of our agreement and these terms may varied amended, terminated, rescinded or cancelled by agreement between you and us without the consent of any such person.
Governing Law and Jurisdiction
Our relationship with you and any dispute or claim arising out of or in connection with our relationship with you shall be governed by and construed in accordance with the laws of England and, save as is provided for in paragraph 14.2 below, the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with our relationship with you.
We have the right (this provision being included for our benefit alone) to bring (in our absolute discretion) proceedings against you in the courts of any other country which may have jurisdiction.
"The aim of Rephrase is to provide a bespoke service for select clients while maintaining long-term relationships with them in a bid to achieve their respective goals" - Paul Fraser, managing director