Terms and Conditions

 

Terms and Conditions by The Church of London Publishing Limited, a company incorporated in England whose registered office is Unit 2H, Zetland House, 109-123 Clifton St, London EC2A4LD (“TCO”)

This version of the TCO Contact Terms and Conditions applies to Scope Of Work (SOW) Agreements executed by TCO and the Client from 1February 2024 .  These terms and conditions may be amended from time to time and the updated version (as posted on this page) will automatically supersede the previous version.  If there is any discrepancy between these terms and conditions and the Schedule of Works between TCO and the Client, theSchedule of Works shall take precedence. The capitalised terms used below are defined in the Schedule of Works.

1.     Engagement

In consideration of payment to TCO of the Fee, the Client engages TCO, and TCO agrees, to produce the Deliverables in accordance with the Schedule of Works.

2.    Co-operation

 

The Client will co-operate fully with TCO and comply with all reasonable requests made by TCO to produce theDeliverables. The Client will give clear and accurate briefings and provide all the information TCO requests in a timely manner.

 

3.     Approvals

 

3.1                 The Client will appoint a representative to approve TCO’s work and the names of those representatives shall be included in the Schedule of Works (an ‘AuthorisedPerson’).  

3.2                 Approval must be given (a) on the Client’s headed notepaper or by purchase order bearing the signature of an Authorised Person or (b) by e-mail from the business e-mail address of an Authorised Person.  

3.3                 Where time does not permit, oral approval may be given, with such approval confirmed in writing within one (1) working day. 

 

4.     Reporting

 

4.1                 A written record of all matters discussed at meetings or in telephone conversations between the parties will be supplied by TCO to the Client withintwo (2) working days following the meeting or conversation. Any objections or amendments to the record must be notified to TCO within two (2) working days of its receipt, otherwise, it will be taken to be an accurate record of the meeting/telephone conversation.

 

 

 

5.     Work in Progress

 

5.1                 The Parties shall meet from time to time to ensure good progress and timely completion of the Deliverables.

5.2                 The Client may request TCO to change (or cancel) any element if the ProductionSchedule and/or the Deliverables (a ‘Change Request’) and TCO shall use bestendeavours to comply with any such request, provided that it is possible to doso, and it is within the contractual obligations to its suppliers.

5.3                 The Client will reimburse TCO in full for any charges or expenses incurred by TCO or to which TCO is committed. This includes TCO’s remuneration covering the amended or cancelled work carried out as well as any charges imposed on TCO by third parties arising from the amendment or cancellation.

5.4                 The Client will notify TCO of any Change Request inwriting.  TCO will notify the Client as soon as possible whether the Change Request is accepted and submit for Client approval any additional costs payable. The Authorised Person shall confirm if TCO’s submission is accepted and the signed Change request shall form a binding part of the SOW Agreement.

5.5                 TheClient will be responsible for any additional fees or time extension in the Production Schedule arising from any directions given by the Authorised Person.

5.6                 TCO shall submit the Deliverables for the Client’s review and written acceptance, not to be unreasonably withheld or delayed.

 

6.     Payment

 

6.1                 The Client will pay the Fee as set out in the Scheduleof Works or as otherwise payable under the SOW Agreement.

6.2                 TCO reserves the right to charge interest on all invoices presented to the Client which are not paid by the due date at the annual rate of 8%. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which TCO receives the full outstanding amount together with all accrued interest. This right extends to any part of an invoice of which payment may be withheld.

6.3                 If the Client fails to make any payments when dueunder the SOW Agreement, TCO has the right (in addition to any other rights and remedies) to suspend its services until payment is received.

 

7.     Rights

 

7.1                 Subject to, and with effect from payment by the Client in full ofthe fees, TCO grants and assigns to the Client the entire copyright, throughout the world, in all media (whether now known or here after developed), for the full period of copyright, and all renewals and extensions thereof (and thereafter, in so far as it is able, in perpetuity).

7.2                 This assignment will not apply to any TCO Material or Third Party Material which shall remain the property of  TCO or the relevant third party licensor. TCO licenses the TCO Material and sublicenses the Third Party Material to the Client to use within theDeliverables. Client will not make any use of TCO Material or Third PartyMaterial other than within the Deliverables, without the prior written consent of TCO.

7.3                 The Client agrees that TCO may use the Client’s name and intellectual property rights to the extent necessary in order to produce the Deliverables (including using them within the Deliverables) and including them in TCO’s own promotional materials (including on its website) and for purposes associated with the entry and conduct of advertising industry awards schemes.  The Client warrants that nosuch use will infringe the rights of any third party.

7.4                 TCO shall retain the copyright in any material contained in any pitch presentation made to the Client in competition with any other agency, in the event of TCO’s presentation being unsuccessful.

 

8.     Confidential Information

 

8.1                 Each party acknowledges its duty not to disclose(without the other’s prior written permission) any confidential information relating to the Schedule of Works (including the Deliverables and theProduction Schedule) or the other’s business affairs that it has obtained in the course of TCO providing its services. Both parties shall take all necessary steps to ensure compliance with the provisions of this clause by its employees, agents and sub-contractors.

8.2                 For the avoidance of doubt, the restrictions in thisClause shall not prevent the disclosure or use of information  (a) in the proper performance of the TCO'sduties (b) the disclosure of information if required by law or (c) thedisclosure of information which has come into the public domain otherwise thanthrough unauthorised disclosure.

 

9.     Warranties

 

9.1                 TCOwarrants to the Client that:

(a)       itwill perform its services in accordance with standard and accepted industrypractice; and

(b)       withthe exception of  any TCO Material, ThirdParty Material or Client Material, the Deliverables will be original and willnot infringe the copyright or any other rights of any third party.

 

9.2                 The Client warrants to TCO that:

(a)       it will not do (or permit to be done) anything which may be damaging or detrimental to TCO’s brand or business;

(b)       thereis nothing in the Client Materials that may infringe the rights of any other party or contain anything defamatory or breach any duty of confidence; and

(c)        all information supplied to TCO is accurate and not in any way contrary to any applicable law.

 

10.  Indemnities

 

10.1               Should either party sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of the SOW Agreement, the party in breach shall indemnify the other.

10.2               TheClient has full legal responsibility for the Deliverables approved by it and will indemnify TCO in respect of any loss or liability, costs (including legalcosts) or damages incurred as a result of any unauthorised actions of theClient.

 

11.  Termination

 

11.1               TheSOW Agreement shall be deemed to have commenced on date provided for in the Schedule of Works and shall continue until the end of the Term.  Either party may terminate the SOW Agreement immediately in writing if:

(a) The other party commits a persistent or material breachof the SOW Agreement which is not capable of remedy or if the defaulting partyfails to remedy a breach within fourteen (14) days of receipt of noticerequiring its remedy;

(b)The other party becomes insolvent or unable to pay its debts.

11.2               TCO will be entitled to terminate the SOW Agreement immediately by notice in writing if the Client fails to pay any amount due under the SOW Agreement on the due date for payment and remains in default seven daysafter being notified by TCO in writing to makesuch payment.

11.3               If TCO terminates the SOW Agreement then the Client will not be entitled to recover any Fees already paid to TCO and will remain fully liable for any amount of the Fees still to bepaid.

11.4               If TCO determines, in its reasonable opinion, that the production and/orpublication of the Deliverables could seriously prejudice its reputation orbrand or be otherwise editorially inappropriate then TCO will have the right to terminate the SOWAgreement at any time upon written notice to the Client.

11.5               If TCO is unable to perform its obligations under theSOW Agreement by reason of force majeure, the performance of TCO’s obligationsunder the SOW Agreement will be suspended and TCO will not be liable for anyfailure to perform or delay in performing any obligation under the SOWAgreement. If the force majeure continues for more than 30 days, either partymay immediately terminate the SOW Agreement by written notice to the otherparty (provided that the force majeure is still continuing on the date of thatnotice).

 

12.  Limitation of Liability

 

12.1               Nothing in the SOW Agreement will operate to excludeor restrict either party’s liability (a) for death or personal injury caused bythat party’s negligence, (b) fraud or fraudulent misrepresentation, (c) any liability which cannot be limited or excluded by law, or (d) under any indemnity given by that party under the SOW Agreement.

12.2               Neither party will be liable to the other for anyindirect, special, incidental or consequential loss, damage, costs, expenses orother claims whatsoever.

12.3               The total liability of either party whether incontract, tort or otherwise in respect of any breach of its obligations under the SOW Agreement arising under or in connection with the SOW Agreement will be limited and in no event will exceed 100% of the Fee.

 

13.  General

 

13.1               The SOW Agreement constitutes the whole agreementbetween the parties and supersedes all previous agreements between the partiesrelating to its subject matter.  

13.2               Nothing in the SOW Agreement will constitute or bedeemed to constitute a partnership between TCO and the Client

13.3               No failure or delay by a party to exercise any rightor remedy provided under the SOW Agreement or by law will constitute a waiver of that or any other right or remedy

13.4               Neither party will assign or otherwise transfer theSOW Agreement or any of its rights or obligations under it, whether in whole orin part, without the prior written consent of the other.

13.5               The SOW Agreement shall be governed by and construed in accordance with the law of England and Wales, and the parties hereby submitto the exclusive jurisdiction of the Courts of England.

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