Standard Terms and Conditions

These standard terms and conditions apply to all services that Sweet Spot Public Relations GmbH (”SWEET SPOT”) renders its clients.

1      Definitions

1.1       Engagement Letter – a letter recording the engagement, including any subsequent modifications or changes by means of addenda to this letter, and including these Standard Terms and Conditions.

1.2       Services – the services to be delivered by SWEET SPOT under the Engagement Letter.

1.3       SWEET SPOT – Sweet Spot Public Relations GmbH, HRB 194259 B.

1.4       Client – the addressee (or addressees) of the Engagement Letter, contracting with SWEET SPOT.

1.5       Services Contract – these General Terms and Conditions and the Engagement Letter, together with any documents or other terms applicable to the Services to which specific contractual reference is made in the Engagement Letter.

2      The Services Contract

2.1       All and any business undertaken by SWEET SPOT is transacted subject to the terms and conditions set out herein and in the Engagement Letter prepared by SWEET SPOT for the Client.

2.2       In the event of any inconsistency between the Engagement Letter and any other elements of the Services Contract, the Engagement Letter shall prevail.

2.3       The Services Contract constitutes the entire understanding and agreement between SWEET SPOT and the Client for the public relations and marketing services, and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to this Contract.

2.4       In the event of any conflict between the Services Contract and any other terms and conditions, the former shall prevail unless otherwise expressly agreed by SWEET SPOT in writing.

2.5       Any amendments to the Services Contract must be in writing and signed by an authorised representative of SWEET SPOT.

3      CONTRACT STATUS AND SERVICES

3.1       The Client engages SWEET SPOT to carry out the services and supply the deliverables agreed as set out in the Engagement Letter (“the Services”) for the duration specified in the Engagement Letter (“the Term”).

3.2       Where the Client wishes to add, remove or alter all or part of the Services in any way, SWEET SPOT shall prepare the appropriate amendments to the Engagement Letter. Such alterations shall not have any effect until the amendments to the Engagement Letter are approved in writing by SWEET SPOT and the Client.

3.3       SWEET SPOT shall provide the Services with reasonable skill and care, to a standard to be reasonably expected from a competent and professional supplier of public relations services.

3.4       SWEET SPOT reserves the right to refuse to carry out the Services if, in SWEET SPOT’s sole opinion, SWEET SPOT may become subject to a claim by a third party for slander, libel or any other legal claim. SWEET SPOT also reserves the right to refuse to carry out the Services if, in SWEET SPOT’s sole opinion, the Client or any parent company, subsidiary or affiliate of the Client makes any libelous or slanderous statement against SWEET SPOT.

3.5       The Client shall at its own expense supply SWEET SPOT with all necessary documents or other materials, and all necessary data or other information relating to the Services (“Client Material”), within sufficient time to enable SWEET SPOT to provide the Services. The Client shall ensure the accuracy of all Client Material.

3.6       The Client shall at its own expense retain duplicate copies of all Client Material and insure against its accidental loss or damage. SWEET SPOT shall have no liability for any such loss or damage, howsoever caused.

3.7       SWEET SPOT may correct any typographical or other errors or omissions in any press release, promotional literature, or other document relating to the provision of the Services without any liability to the Client.

3.8       SWEET SPOT may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

3.9       For the avoidance of doubt, in the event of a change of ownership of the Client’s business, the Services Contract shall remain binding. Should the acquiring company have an incumbent PR agency, the Client commits to providing SWEET SPOT with a formal introduction to the relevant senior point of contact within the acquiring company immediately after the acquisition takes effect.

3.10     In the event of any deficiency in the supply by SWEET SPOT of any Services, SWEET SPOT shall always be afforded a reasonable opportunity to correct such deficiency.

3.11     SWEET SPOT is authorised to employ sub-contractors in order to perform the Services. Where SWEET SPOT appoints sub-contractors under this clause, for all purposes in connection with the Services Contract, their work shall be deemed to be part of the Services.

 

4      INTELLECTUAL PROPERTY

4.1       All information and material created or otherwise compiled by SWEET SPOT prior to or apart from this Contract or which SWEET SPOT creates or otherwise compiles during the Term of this Contract, including, without limitation, any public relations plan developed by SWEET SPOT, SWEET SPOT’s proprietary techniques and methods of operations (which shall constitute trade secrets of SWEET SPOT), shall be and remain the exclusive property of SWEET SPOT.

4.2       The Client warrants that any Client Material it provides to SWEET SPOT to use for the provision of the Services is not faulty or defective in any way and its use by SWEET SPOT for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify SWEET SPOT against any loss, damages, costs, expenses or other claims arising from any such use of the Client Material by SWEET SPOT.

4.3       SWEET SPOT warrants that any Deliverables or other material created by SWEET SPOT and its use by the Client for the purposes of utilising the Services will not infringe the copyright or other rights of any third party and SWEET SPOT shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from such use of Deliverables or other material by the Client.

4.4       In the case that the Client requests access to the original clippings generated under the Engagement Letter for storage and distribution internally, the Client must have suitable licenses in place for copying and distributing coverage internally. In the event that the Client has a direct commercial agreement with the clippings agency, the Client will provide one SWEET SPOT employee with real-time access to the information.

 

5      CONFIDENTIALITY

5.1       All Client Material expressly marked “Confidential” or which should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure will be treated in confidence by SWEET SPOT during the Term.

5.2       The Client recognises that it is fundamental to the performance of the Services that SWEET SPOT will disseminate information about the Client’s business services and products to the media and other relevant parties.

5.3       Any material not in accordance with clause 5.1 will be treated by SWEET SPOT as non-confidential and SWEET SPOT shall be entitled to disseminate all or any part of such material.

5.4       The content and concept of any scheme, design, plan, prototype, or any other material or service supplied by SWEET SPOT or revealed to the Client by SWEET SPOT shall be treated as having been disclosed in confidence.

5.5       Nothing contained herein shall be construed to impose a confidentiality obligation in respect of any matter appearing in public literature or otherwise within the public domain, unless the entry of that information into the public domain is as a result of a breach of the Services Contract by one of the parties.

5.6       Where SWEET SPOT has sub-contracted all or any part of its rights and obligations, any such sub-contractor may be subject to approval by the Client, and may be passed such confidential information as may be necessary for the purposes of completing the Services, provided the subcontractor enters into obligations of confidentiality on terms at least comparable to those contained in this Contract.

5.7       SWEET SPOT reserves the right to work on behalf of competing companies, subject to confidentiality agreements being maintained.

 

6      FEES AND PAYMENT

6.1       Unless agreed otherwise, the Client shall pay fees, expenses and any additional sums, as stated in the Engagement Letter and which are agreed between SWEET SPOT and the Client and invoiced for the provision of the Services or which, in SWEET SPOT’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.

6.2       All Fees quoted to the Client for the provision of the Services are exclusive of any local sales taxes, for which the Client shall be additionally liable at the applicable rate from time to time.

6.3       SWEET SPOT shall invoice the Client at the times and in the currency and on the basis specified in the Engagement Letter or where no such terms are specified at the beginning of or prior to the beginning of each month in which the Services are provided or expenses incurred, or at other times agreed with the Client. Should the Client require a change to the invoicing process during the Term, it shall be agreed in advance in the form of a written addendum to this Contract.

6.4       Fees and any additional sums payable (together with any applicable local sales taxes, and without any set-off or other deduction) shall be paid by the Client within the timescale specified in the Engagement Letter.

6.5       If payment is not made on the due date, SWEET SPOT shall be entitled, without limiting any other rights or remedies it may have, to:

         suspend account objectives (the Client shall be liable to SWEET SPOT for any reasonable costs incurred as a result of suspension and re-engagement of the Services, where such suspension and re-engagement occurs as a result of the Client’s non-payment);

         cease or suspend the supply of the Services. During the period of suspension and / or delayed performance Fees shall still be incurred and payable by the Client;

         charge interest at the rate of 8 per cent per annum from the due date until payment is made in full (including after any judgment has been entered); and / or,

         charge debt recovery expenses (including any applicable attorney’s fees) at the rate determined by operation of law from time to time.

6.6       The Client shall not be entitled to make any deduction or withholding from the payment of any invoice. In the event that the Client is required by law to make an