Terms and Conditions of Business
Pure Communication Group
1. Definitions and Interpretation
1.1 Definitions:
"Company" means Pure Communication Group.
"Client" means the individual, firm, or company purchasing Services from the Company.
"Agreement" means the contract between the Company and the Client incorporating these Terms and Conditions, alongside any agreed Statement of Work or Quotation.
"Services" means the communications, marketing, consultancy, or related services provided by the Company as specified in a Statement of Work or Quotation.
"Statement of Work" (SOW) or "Quotation" means the document detailing the specific Services, deliverables, timelines, and fees agreed between the parties.
"Sole Shareholder" means Ben Carter, who holds 100% of the issued share capital of the Company.
1.2 Interpretation:
Clause headings do not affect the interpretation of this Agreement.
Words in the singular include the plural and vice versa.
2. Ownership & Signing Authority
2.1 Corporate Ownership: The Company confirms that Ben Carter is the Sole Shareholder (100% owner) of Pure Communication Group.
2.2 Operational Authority: Designated employees, account directors, or authorized representatives of the Company possess the requisite authority to issue, approve, and execute day-to-day operational documentation, including Quotations, Statements of Work, scope modifications, purchase orders, and standard service communications.
2.3 Fundamental Business Authority: Notwithstanding Clause 2.2, any deed, contract, or agreement that causes or intends to cause a fundamental structural, ownership, or high-level financial alteration to the Company—specifically including but not limited to business novations, assignments, mergers, acquisitions, sales of the business or its core assets, or major corporate guarantees—shall require the explicit, written execution of the Sole Shareholder, Ben Carter. Any document purporting to bind the Company to such fundamental transactions without the signature of the Sole Shareholder shall be null and void.
3. Supply of Services & Ordering
3.1 Engagement: The Company shall supply the Services to the Client in accordance with the relevant Statement of Work in all material respects.
3.2 Variations: Either party may request changes to the scope of Services. Any operational variation, fee adjustment, or timeline extension must be agreed in writing by an authorized representative of each party.
3.3 Timelines: While the Company shall make reasonable commercial endeavors to meet performance dates specified in an SOW, any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4. Fees, Invoicing, and Payment
4.1 Fees: In consideration for the provision of the Services, the Client shall pay the fees set out in the applicable Quotation or Statement of Work.
4.2 Expenses: The Client shall reimburse the Company for all reasonable third-party expenses, travel costs, materials, and production fees properly incurred in connection with the Services, subject to prior written approval where required in the SOW.
4.3 Invoicing & Payment Terms:
Unless otherwise specified in an SOW, invoices shall be issued monthly or upon completion of defined project milestones.
All invoices are payable within 30 calendar days from the invoice date.
All fees are exclusive of VAT (or applicable local sales taxes), which shall be added to invoices at the prevailing rate.
4.4 Late Payment: If the Client fails to make payment by the due date, the Company reserves the right to:
Charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily.
Suspend the provision of all or part of the Services until payment has been received in full.
5. Intellectual Property Rights
5.1 Background IP: Each party retains all rights, title, and interest in its pre-existing Intellectual Property Rights (IPR) and any tools, methodologies, or materials owned prior to or developed independently of this Agreement.
5.2 Foreground IP: Subject to full and final payment of all applicable fees, the Company grants to the Client a non-exclusive, worldwide, royalty-free license (or ownership transfer, if specifically agreed in an SOW) to use the final deliverables created specifically for the Client under the relevant SOW.
5.3 Marketing Rights: Unless explicitly instructed otherwise in writing by the Client, the Company reserves the right to feature the Client’s name, logo, and a general description of the delivered project in its marketing materials, case studies, and corporate portfolio.
6. Client Obligations
6.1 The Client shall:
Co-operate with the Company in all matters relating to the Services.
Provide the Company, its employees, agents, and subcontractors with timely access to such information, materials, and approvals as reasonably required to perform the Services.
Ensure all information supplied to the Company is accurate, complete, and non-infringing on third-party rights.
6.2 Delays: If the Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, the Company shall not be liable for any costs, charges, or losses sustained or incurred by the Client as a direct or indirect result.
7. Non-Solicitation
7.1 Neither party shall, during the term of this Agreement and for a period of twelve (12) months following its expiry or termination, directly or indirectly solicit, entice away, or employ (or attempt to employ) any key employee or contractor of the other party who was directly engaged in the performance or management of the Services.
7.2 In the event of a breach of Clause 7.1, the breaching party agrees to pay the non-breaching party, as a genuine pre-estimate of loss and liquidated recruitment replacement costs, a sum equal to thirty percent (30%) of the solicited person’s final annualized gross salary or contractor fees.
7.3 Clause 7.1 shall not apply where an individual responds independently to a bona fide public job advertisement placed by a party without direct or indirect encouragement from that party.
8. Limitation of Liability and Claims
8.1 Unlimited Liability: Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.
8.2 Financial Cap: Subject to Clause 8.1, the total aggregate liability of the Company arising out of or in connection with this Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—shall be limited to an amount equal to the total fees actually paid by the Client to the Company in the six (6) months immediately preceding the event giving rise to the claim.
8.3 Consequential Losses: The Company shall not be liable to the Client for any loss of profit, loss of business, loss of goodwill, loss of anticipated savings, or any indirect, special, or consequential loss.
8.4 Claim Notification Window: Any legal action or formal claim arising out of or related to this Agreement must be notified in writing to the Company within twelve (12) months from the date on which the Client first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.
9. Confidentiality and Data Protection
9.1 Confidentiality: Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients, or suppliers of the other party, except as permitted by law or with written consent.
9.2 Data Protection: Both parties shall comply with all applicable data protection legislation (including the UK GDPR / Data Protection Act 2018, as applicable) in respect of any personal data processed under or in connection with this Agreement.
10. Termination and Suspension
10.1 Termination for Convenience: Either party may terminate this Agreement or any specific SOW by giving not less than 30 days’ written notice to the other party, subject to payment for all work completed and non-cancellable third-party commitments incurred up to the date of termination.
10.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if:
The other party commits a material breach of any term of this Agreement and fails to remedy that breach within 14 days of being notified in writing to do so.
The other party takes any step or action in connection with entering administration, provisional liquidation, or any composition or arrangement with its creditors.
11. Novation and Assignment
11.1 The Client shall not assign, transfer, or charge any of its rights or obligations under this Agreement without the prior written consent of the Company.
11.2 In accordance with Clause 2.3, any corporate novation or transfer of this Agreement by Pure Communication Group must be executed directly by Ben Carter.
12. General Provisions
12.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, and understandings between them.
12.2 Severability: If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted.
12.3 Force Majeure: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control.
12.4 Governing Law and Jurisdiction: This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.