How Tambourine Work
Terms of Business
All clients projects are subject to the below terms and conditions, so please make sure you're clear on how Tambourine works.
1 Acceptance of Order
1.1 These Terms of Business are the terms and conditions upon which Tambourine supplies the Services.
1.2 A signed order confirmation form, along with deposit payment is required to enable tambourine to commence the initial order, with future invoicing terms agreed with the client.
2 Provision of the Services
2.1 Tambourine shall provide to the Client the Services; and perform the Services with a level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced supplier of PR and Marketing services seeking in good faith to comply with its contractual obligations.
2.2 Tambourine shall without the agreement of the Client be entitled to make operational changes to the Services that have no material adverse effect on the Services.
2.3 Tambourine guarantees that the Services supplied by it shall comply with the specification contained in each contract and in the absence of any such specification shall comply with Tambourines appropriate specification.
2.4 Tambourine shall not be liable for any loss caused to Client's goods whilst in Tambourines possession unless such loss may be caused by willful recklessness of Tambourines employees or agents in which case Tambourine shall account to the Client for any monies that it may receive under any insurance policy (Tambourine will invoice the client or the client can provide insurance for particular PR stunts or events). Tambourine shall not be liable for samples, or products of the Client, which are sent to the Media, as part of PR activity.
2.5 Third party products supplied and/or sub sublicensed by Tambourine as part of the Services will be supplied in accordance with the relevant supplier's applicable terms. The Client agrees that it will at all times comply with the provisions of such standard terms, subject to mutual agreement.
2.6 In the event of a limited time scale for the provision of the Service, Tambourine will advise the client of a project completion date and will offer the client the opportunity to further continue the project for a further fee, if deemed extra hours would be beneficial.
2.7 With the supply of Public Relations and Marketing services, Tambourine provides no guarantees as to the coverage to be gained for the Client, and can not be liable for any content created by the media, with reference to the Client.
3 Client Responsibilities
3.1 The Client acknowledges that Tambourines ability to provide the Services is dependent upon the full and prompt co-operation of the Client (which the Client agrees to provide) as well as the accuracy and completeness of any information and data the Client provides to Tambourine. Accordingly, the Client shall in a timely manner provide Tambourine with access to, and use of, all information, data and documentation reasonably required by Tambourine for the performance by Tambourine of its obligations under these Terms of Business.
3.2 The Client agrees to follow Tambourines reasonable instructions and procedures with respect to the Services. The Client agrees to provide Tambourine with all relevant information and images, in an acceptable format, as requested by Tambourine prior to project commencement.
3.3 Tambourine is under duty to ensure that any materials produced under a contract are legal, decent, honest and truthful. However Tambourine may not be an expert in respect of the subject matter of the contract and therefore the Client is responsible for the accuracy, completeness and for all descriptive, technical or proprietary aspects of the Services and shall indemnify Tambourine for any liability arising for a breach of this agreement.
3.4 Tambourine shall not be required to print any matter which in their opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights or any third party. Tambourine shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
3.5 The client is required to pay Tambourine for any Tambourine ideas that the client may implement without using Tambourines implementation process.
4 Price and Payment
4.1 Tambourine reserves the right to vary the price of the Services by any amount attributable to:
4.1.1 An alteration to the Service by reason of a variation in or lack of Client's instructions;
4.1.2 Any variation of the rates of taxation or costs, third party changes or fluctuation in foreign exchange rates between the date of a contract and the date of delivery of the Service or completion of the payment.
4.2 Payments are required as per the agreed payment terms, for all PR & Marketing activity, irrespective of the publication date of media coverage.
4.3 If any payment is in arrears under any contract between Tambourine and the Client or if the Client becomes insolvent, or Tambourine has reason to believe that any payment is likely to be in arrears, or that the Client is likely to become insolvent Tambourine shall have the right without giving notice to the Client to suspend further delivery of the Services and under any contract any such payment any part thereof shall remain in arrears for seven days after written demand sent by Tambourine to the Client, Tambourine shall have the right to cancel any contract without prejudice to any rights and remedies to recover any monies then due and owing by the client.
4.4 Time for payment is of the essence.
4.5 In the case of invoices for third party services, payment for the Services shall be made within 14 days of the date of invoice.
4.6 Without prejudice to any other rights Tambourine may have, in the event of late payment of any sum due under these Terms of Business, Tambourine may charge interest to the Client on such sum at higher of the rate of three per cent per annum above the base lending rate from time to time of Bank of Scotland Plc (accruing daily), or of the rate of interest specified under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue from the day following that upon which payment was due until payment is made in full. In addition or in the alternative (at the option of Tambourine), Tambourine may suspend the provision of the Services and/or any part of them until such time as the payment is made.
4.7 If Tambourine takes any legal, or other steps, for the recovery of any overdue payment, then the reasonable costs of all such steps shall be payable by the Client upon demand.
5 Reservation of Title
5.1 Until the price and all sums owed by the Client to Tambourine arising from any goods or services supplied - is paid in full by the Client to Tambourine, the property in the Service including Tambourine copyright (if any) shall remain with Tambourine.
6 Limitation of Liability
6.1 Subject to clause 13.1and 13.2 Tambourine shall not in any circumstances be liable to the Client in respect of any:
6.1.1 loss of profits; or
6.1.2 loss of contracts; or
6.1.3 loss of revenue or goodwill; or
6.1.4 type of special, indirect or consequential loss, business interruption or loss of or damage to business information or data whether in contract, tort (including but not limited to negligence) or otherwise and whether or not suffered as a result of an action brought by a third party, even if such loss was reasonably foreseeable or the Client had been advised at any time of the possibility of the Client incurring the same.
6.2 For the avoidance of doubt, Tambourine shall not be liable to the Client or be deemed to be in breach of these Terms of Business by reason of any delay in performing, or any failure to perform, any of its obligations under these Terms of Business, if the delay or failure was due to any cause beyond Tambourines control, due to any instructions given by the Client or in any delay caused by the Client.
6.3 Tambourine shall not be responsible in contract or in tort (including, but not limited to, negligence) or otherwise for the unauthorised access to, or alteration, theft or destruction of emails, files, programs, or information of the Client by any person (other than Tambourine) through accident or by fraudulent means or devices where Tambourine has exercised that degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced supplier of information technology services seeking in good faith to comply with its contractual obligations in providing the Services to prevent such activities.
6.4 Tambourine shall have no liability if Third Party Products breach, infringe or make unauthorised use of any third party rights, save to the extent that Tambourine knew, or should reasonably have known, of such infringement or unauthorised use at the time it sub-licensed such Third Party Products to the Client.
6.5 Save as expressly set out herein all conditions, warranties, terms and undertakings express or implied statutory or otherwise (including, without limitation, as to fitness for purpose or satisfactory quality) in respect of the Services or any products provided pursuant to the Services are hereby excluded except to the extent to which it is unlawful to exclude such liability.
6.6 Nothing in these Terms of Business shall confer any right or remedy upon the Client to which it would not otherwise be entitled.
6.7 The limitations and exclusions of liability in these Terms of Business shall survive termination of these Terms of Business for a period of 12 months.
7 Intellectual Property Rights
7.1 The ownership of, and sole right to, any intellectual property right in any materials produced by Tambourine under any contract with the Client shall be vested absolutely in Tambourine from the outset.
7.2 If the parties agree, Tambourine may assign all or any intellectual property rights in such materials to the Client upon such terms as may be agreed but in no event before such times as all monies due under this contract between Tambourine and the Client are paid in full by the Client.
7.3 All rights in Third Party Products shall remain vested in the licensors thereof and the Client agrees to comply with the licence terms relating to such software and/or services, where notified to the Client in writing.
8 Termination
8.1 Where a contract is for the provision of the Services over a period of time, a contract may be terminated by either party giving to the other one month's written notice PROVIDED ALWAYS that if the Client terminates the contract he shall:
8.1.1 pay immediately all outstanding sums due to Tambourine;
8.1.2 be responsible for all costs and expenses incurred by Tambourine in respect of any uncompleted Services, whether or not activity is required from Tambourine for the Client during this period;
8.1.3 accept and pay invoices from Tambourine calculated at the contract rate in respect of any Services completed or partly completed;
8.1.4 discharge any liability of Tambourine to third parties incurred in relation to any Services originally envisaged pursuant to the Client's initial instructions.
8.1.5 Provide any notice required or permitted under the terms of these Terms of Business or required by statute, law or regulation shall (unless otherwise provided) in writing marked for the attention of Louise Collins. Any notification to any other employee or officer of Tambourine shall not be effective.
9 Indemnity
9.1 The Client shall indemnify Tambourine in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which Tambourine may become liable in respect of any breach of contract or in respect of the Services sold under any contract. In particular, it is stressed that the Client is responsible for all copy, slogans, words or methods supplied or suggested by it to Tambourine, and also such items approved by it after suggestion by Tambourine and therefore such indemnity shall extend to claims for copywriter or patent infringement, libel or other defamation.
10 Assignment
10.1 Neither these Terms of Business nor the benefit of the Services may be assigned or transferred by the Client whether voluntarily or involuntarily, in whole or in part, to any party without the prior written consent of Tambourine. No such assignment by the Client howsoever occurring shall relieve the Client of its obligations hereunder.
11 Publicity
11.1 All media releases and public announcements by either party relating to these Terms of Business or its subject matter, including promotional or marketing material, shall be co-ordinated with the client and approved jointly by the party prior to release.
11.2 Tambourine shall not be held responsible for the use of such material by the media, once information approved by the client has been submitted to the media.
11.3 When reactive PR is required, the Client agrees that Tambourine can act on the Client's behalf, if required, in line with the provision of services under these Terms of Business, based on information previously supplied by the Client and Tambourines understanding of the Client's messages.
11.4 Any media/celebrity contacts that are gained as a result of work carried out for the client, or those that are already known to Tambourine are not to be used and/or contacted by the client before seeking approval from Tambourine. This pertains to any future work that the client wants to publicise in the future without Tambourines consent. This is to avoid any damage to a valuable media/celebrity relationship.
12. Force Majeure
Tambourine shall be under no liability if they shall be unable to carry out any provision of the contract for any reason beyond their control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract..
13. Law and Jurisdiction
13.1 The parties hereby agree that these Terms of Business shall be construed in accordance with English law, and hereby submit to the exclusive jurisdiction of the English courts.