Confidentiality and Terms & Conditions of Business as at December 1, 2020

Confidential Information:

All parties agree to keep confidential and not to disclose or use for its own benefit or for the benefit of any third party (except as may be required for the performance of services under this agreement or as may be required by law), any information, documents or materials which are identified as proprietary or confidential, at the time that they are made available.  This agreement automatically comes into force when information is shared between all parties. 

Intellectual Property:

The copyright for all designs, text, slogans, programming source code, copy or promotional work including ads or advertorials and other technical processes (and intellectual property rights underlying or subsisting in any of the same) written, designed or otherwise created by the consultancy or its agents, whether used as part of the service or not, become the property of the client upon completion and settlement for the service unless otherwise negotiated.  The CWC global media database remains the property of Carver Wilde at all times. 

Clearance:

We submit for approval, draft releases, articles, photographs, copy, layouts, artwork, scripts and cost estimates except where we are briefed (verbally or in writing) by our client to act on their behalf. Written or oral client approval of drafts or proofs will be taken as authorisation to proceed to publication, and to enter into contracts with agreed suppliers on behalf of the client on the basis of estimates submitted. The client will be liable for all costs incurred by the consultancy, including any costs, amendments or cancellations arising from work commissioned from others on the client’s behalf, once that approval has been given.

Fees & payment terms: 

Unless otherwise negotiated with the client, retainers billed monthly or quarterly in advance are due for payment within 21 days. When fees (either as an hourly rate or agreed retainer) are billed in arrears, payment is due within 14 days.  After 30 days, the UK’s Late Payment of Commercial Debts (Interest) Act 1998 applies and we reserve the right to add interest at 10% from the invoice date. Before new client work commences, an initial payment in advance may be required.  This is normally 50% of the total billable costs for the first three months.

Vat, disbursements and other operating expenses:

Vat for ‘services’ is charged at 20%, but only for UK-based clients. Vat is not applicable to US clients or other Rest of the World (ROW) clients for global work. This will be the same for EU-based clients from January 1 2021.

 Disbursements such as long distance telephone calls and travel outside London are billed in arrears at the end of each month or payment tranche, and due no later than 14 days from invoice date.

The agreed cost of commissioned work on behalf of the client (such as creative designs, advertisements, eblasts, printing, photography, press briefings, podcasts) will normally be billed directly by the supplier to the client for payment. For media buying, we normally charge a simple fee for our time and do not seek remuneration in the form of incentive commission from the media company. Any additional discount this generates will be passed directly to the client by the media channel.

In the event that clients do prefer CWC to pay suppliers’ invoices on their behalf, our reimbursement for these costs incur an additional 17.65% charge, in line with industry guidelines.

Professional Indemnity:

As is usual, the client shall indemnify, and keep indemnified, the consultancy against any and all proceedings, claims, damages, losses, expenses or liabilities which the consultancy may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared or specifically approved by the client. Such materials include press material, copy, scripts, artwork, detailed plans and programmes including verbal factual claims by the client, which the consultancy broadcasts in good faith to third parties. 

 Termination Provisions:

Termination is by a minimum of 30 days written notice, to commence from the date of receipt of notice. In the event of termination of this agreement, for whatever reason, the client will be responsible for all costs and fees incurred by the consultancy on their behalf, including work commissioned from others on the client’s behalf, up to and including any notice period. The client will also pay in full for all time input work commenced but not invoiced up to cancellation. On satisfaction by the client in full of its payment obligations, the consultancy will co-operate so far as practicable in helping the hand-over of any contract or arrangement with third parties, and will transfer to the client any unused materials purchased on their behalf.

Contact info:

Jennie Wilde: 

jennie@carverwilde.com 
+44 (0) 7799 412230 or +44 (0)203 814 8445