Agreement and terms of our relationship
Fixed-price contract
OR Time plus disbursements
Thank you for engaging Scope Communications to help you achieve your communications goals. Our conditions of engagement are outlined as follows:
Interpretation
In this Agreement:
Agreement means these Terms of Service – general or any other detailed terms and any proposal.
Client means the party identified as the client in the proposal.
Intellectual Property Rights means all rights in copyright and all other rights in intellectual property, whether registrable, registered, patentable or not.
Proposal means the written proposal for services or an estimate or quote which describes the services to be supplied by Scope Communications, with the services provided confirmed in the first invoice for those services.
Services means the services to be supplied by Scope Communications listed in any Proposal.
Scope Communications means Scope Communications Limited (NZBN 9429030187269).
Work means the final creative output created by Scope Communications for Client and includes the copyright in the Work, but excludes drafts and iterations created by Scope Communications and any copyright in any drafts and iterations.
Acceptance
This Agreement may be accepted by Client by:
(a) completing the form at the bottom of this Agreement;
(b) communicating acceptance of a Proposal in writing or otherwise;
(c) making the first payment for the services; or
(d) If Client has made the first payment for the services before Scope Communications provides these Detail Terms, continuing to instruct Scope Communications to provide the services.
Services
Services (as defined in the Proposal) will be undertaken as instructed and agreed by you.
Pricing and payment
The price and deliverables shall be that shown in the Proposal.
Unless otherwise agreed in writing we will invoice you on a monthly basis and/or on the completion of an assignment. Payment must be made by the 20th of the month following the date of our invoice. Scope Communications reserves the right to charge interest on overdue accounts at the rate of 5% per month. If we are required to pursue your account then all collection costs are also payable by you. Where the services provided are an annual cost – invoiced monthly – if our relationship ends prior to the anniversary, we reserve the right to invoice for actual services provided.
Variations to this contract
If the deliverables change during the course of this work undertaken, the changes will be treated as a variation to the contract. We will advise you in advance, in writing, of a variation and the impact to the quoted price. We will require your authorisation to proceed with the changes. Any variation may also have an impact to the agreed work deadline/delivery/completion date.
Disbursements
We do not charge for individual disbursements. Instead, we calculate a disbursements fee at 7% of professional fees which is charged to cover out- of-pocket expenses and disbursements. This service fee covers all:
- Admin support
- Media monitoring handling
- Telephone and data charges
- Online, newspaper and magazine subscriptions
- Photocopying
Other major expenses such as air travel, accommodation, and media coverage hard costs are not covered by the disbursements fee and will be charged separately. The consultancy will not incur such expenses without the prior approval of the client.
Incidental services
The consultancy will, as agreed with the client, supply incidental services such as printing, photography, market research, design, finished artwork, exhibition work, celebrities and models, advertising and other items which are requested. Significant expenses will be quoted prior to commissioning. In line with current industry practice, where expenses for production items are carried by the consultancy, invoices will include a 20% service fee.
These incidental services may be charged in advance. For projects involving significant production costs, the consultancy will charge 50% of the cost upfront, which is to be paid immediately upon receipt. No production will be commenced until such payment is received. In the event this is to occur, it will be agreed with the client in advance.
Retainer review
The monthly retainer will be reviewed with the client after 12 months to ensure the correct level of service and time is applied.
Retainer based clients’ monthly retainer can be altered by way of mutual agreement outside these review dates if the original outlined hours of work changes.
Our commitment
We pledge to conduct ourselves professionally, with integrity, truth, complete discretion, accuracy, fairness and responsibility to you. As PRINZ members we abide by the PRINZ Code of Ethics for Public Relations Practitioners.
Confidentiality
All trade and professional secrets or other factual information supplied by either of us to the other shall remain the property of the disclosing party and each of us agrees not to disclose that information to any third party unless that party has first obtained the consent of the other. Each party agrees to keep the other party’s information secure and to return such information upon completion of the engagement (if so requested). These confidentiality obligations shall continue after our engagement has ended.
Intellectual property
When you provide information to us, you warrant that such information is true, accurate and does not infringe on any intellectual property/copyright of any third party. If any claim or proceeding is brought against us alleging the infringement of any intellectual property/copyright in any material used by us in accordance with your instructions then you agree to indemnify us and keep us indemnified against all damages and costs (including legal fees) which we might incur as a result of the claim or proceeding. Further, we reserve the right not to follow your instructions if we believe your instructions are unlawful or may be harmful to our reputation. Any intellectual property/copyright that we generate during the term of our engagement (which is not specific to you) is ours and you have no rights or claims against the same.
Benefit of guidance
- Unless otherwise specifically stated in the Proposal, any advice or opinion relating to the Services is provided solely for your benefit and may not be disclosed in any way, including any publication on any electronic media, to any other party and is not to be relied upon by any other party.
- During the supply of our Services, we may supply oral, draft or interim advice, reports or presentations but in such circumstances our written advice or final written report shall take precedence. All items in draft/interim will be marked accordingly. No reliance should be placed by you on any oral, draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us and we will provide documentary confirmation of the advice.
- Scope Communications shall not be under any obligation in any circumstance to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
- Scope Communications accepts no liability for advice you do not take.
Non-solicitation of staff
The client shall not, during the term of the contract and for a period of 12 months after its expiry or termination, without the prior written agreement from Scope Communications:
- Employ or offer to employ, or enter into a contract for the services of, any individual who was at any time during the contract an employee of Scope Communications,
- Solicit or procure any such person to leave the employment of Scope Communications (or attempt to do so) whether or not that person would commit any breach of contract in leaving such employment; or
- Procure or facilitate the making of any such offer or attempt by any other
Any consent given by Scope Communications shall be subject to the client paying to Scope Communications a sum equivalent to 100% of the then current annual remuneration of the relevant employee or, if higher, 100% of the annual remuneration to be paid by the client to that employee.
Health and Safety
We are required to comply with the provisions of the Health and Safety at Work Act 2015 (the “Act”) by taking all practical steps to ensure the health of safety of our people. Scope Communications expects its people to take responsibility to ensure their own safety and that no harm is caused to others in the workplace. However, the Act places responsibility for their safety on you when they are visitors to your site. It may be appropriate for your Health and Safety representatives to hold a safety briefing at the beginning of the assignment for those involved, regarding the hazards, provision of any appropriate equipment, awareness of accident reporting procedures and emergency procedures.
Circumstances beyond your or our control
Neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to the other if we, or you, are unable to comply with the Agreement as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the Agreement on notice, taking effect immediately on delivery.
Governing law and jurisdiction
This Agreement and all aspects of our engagement and our performance of the Services are governed by, and construed in accordance with, the laws applicable in New Zealand. Both parties agree to irrevocably submit any disputes arising under this Agreement to exclusive jurisdiction of the Courts of New Zealand.
Conflicts of interest
Independence is not a requirement for our engagement. If we are aware that we are not independent, this fact will be stated in our Proposal. However, we will not conduct a comprehensive review to determine whether we are not independent.
Termination
Our relationship with you involves continuing trust, confidence and co-operation. If the relationship has broken down either of us may terminate the professional relationship by notice in writing to the other. If such notice is given you will be required to pay our professional fees and disbursements for work carried out to the date of termination.
For a retainer client, three months’ notice of termination is required unless specifically agreed otherwise. The consultancy would expect to work during that period of notice.
For project work, the consultancy accepts appointment on the basis that the engagement will continue for the duration originally agreed or until the project is completed.
Post engagement
Once our engagement with you has ended, we are free to provide our services to any other persons or entities however we agree to abide by the confidentiality and intellectual property provisions set out above.
General
You and Scope Communications agree to treat the terms of business as confidential and agree not to disclose such terms to any person except with the prior consent of the other. The relationship between us is a contractual relationship only and not a partnership, accordingly each of us is liable for our own taxes and levies. In the event of a dispute between us, such dispute shall be referred to mediation or failing agreement by mediation, arbitration in accordance with the Arbitration Act 1996.