Terms of Business

PLEASE READ ALL OF THE FOLLOWING TOBS AND CONDITIONS OF SERVICE by Brand Relations (a company registered in England and Wales with company number 06607718 (“BRAND RELATIONS”). You can contact us at info@brandrelations.co.uk.

By accessing, linking to, or using Brand Relations ’ services (“Services”), You are entering into a legal contract with BRAND RELATIONS and explicitly accept the TOBs and Conditions.

BRAND RELATIONS reserves the right to amend, remove, or add to the TOB at any time. Such modifications shall be effective immediately and we shall notify you in writing. By continuing giving instructions to Brand Relations you will be deemed to have accepted such new TOB If You do not wish to accept the TOB, you shall notify us immediately in writing.

1.  GENERAL

These Terms of Business (“TOBs”) apply to the services which Brand Relations supplies to its clients.

When you instruct us we will normally send you a letter or a pro forma invoice to record the scope of our work for you and the TOBs on which we will act (“TOB”). The TOBs of any TOB and these TOBs will together form the contract between us in relation to your instructions.

These TOBs supersede any earlier TOBs of business we (or the predecessor general partnership) may have provided to you.

Your contract is a contract with Brand Relations which is solely responsible for the advice given to you and other work done for you (“Services”).

2.  OUR ADVICE

Our advice on any matter is confidential and is provided to you solely for the purpose of the instructions set out in the TOB. Save with our prior written consent, it may not be relied upon for any other purpose or by any person other than you. We are not responsible for advising on matters outside the scope of the TOB; nor for advising on changes after we have delivered our advice; nor if you act or refrain from acting on the basis of any draft advice before it has been finalised.

3.  OUR CHARGES

Hourly rates: Unless we agree otherwise, our charges will be based on the time spent on your matter, applying hourly charging rates as applicable from time to time.

Expenses: We reserve the right to charge separately for certain additional services provided to you including travels expenses photocopying, printing, telephone calls, faxes, electronic funds transfers, catering and other support services provided outside normal business hours. We may also incur expenses on your behalf including: fees for other experts and other third parties. You will reimburse us for such expenses and, if they are likely to be significant, we may ask for payment in advance.

Estimates: If possible we will give you an estimate in the TOB of the likely level of our fees and expenses. Any estimate will be based on a number of assumptions and will therefore be a guide and not a quotation.

4.  BILLING

Billing: Unless we agree otherwise, we will invoice you on the basis of a pro-forma invoice which shall be paid within seven (7) days or we shall cease to provide You with our Services monthly basis. If you are arranging for any other person to pay our fees and expenses on a matter you will remain liable for any amounts unpaid.

Time for payment: Fees, expenses and VAT (if applicable) are payable within 7 days after the date of the invoice or at completion of the matter to which they relate whichever is sooner. If you do not pay within 30 days of the date of the invoice, we reserve the right to charge interest on the amount outstanding from the due date until payment at two percentage points above the three month Euribor rate from time to time or at such other maximum rate as is permitted by law or any professional, regulatory or other rules and regulations applicable to our work for you in any relevant jurisdiction (“Applicable Law and Regulations”.)

5.  CONFIDENTIALITY

We will keep confidential all information we receive regarding your business and affairs unless you instruct us, if permitted under any Applicable Law and Regulations, to disclose that information or it is already in the public domain or if we, in good faith, consider disclosure to be required by any applicable regulations and law. Once a matter has been completed and is in the public domain, unless you instruct us otherwise at the time, you agree that we may refer publicly to our involvement on your behalf, in accordance with Applicable Law and Regulations.

You will not require us to disclose to you any confidential information belonging to another client or a third party even if it would be relevant to our work for you.

You agree that Brand Relations is entitled to publicise the work it has completed for You and Brand Relations’ involvement as advisors, and to be acknowledged in an appropriate manner in publicity material including:

• To be displayed on the Brand Relations website or social media accounts;
• To appear in Brand Relations publications (including, but not limited to, Brand Relations marketing materials;
• For general publicity purposes;

6.  PROVISION OF INFORMATION

You agree to provide us with all information that is reasonably required for us to advise you and to ensure that such information is, and remains, true and accurate in all material respects and is not misleading. Unless we agree otherwise, we will not check the accuracy or completeness of such information. You should not assume that information or documents which have previously been given to us or matters on which we have previously advised will be known to those instructed on a new matter. You understand that the non-respect of this provision may result in additional work which will be charged in addition to any initial estimate.

You are responsible for ensuring that you have all necessary rights to supply us with the information you provide and that our use of that information will not infringe the rights of any third party or result in a breach of any law, rule or regulation.

7.  ELECTRONIC COMMUNICATIONS

Unless agreed with you, we will not encrypt electronic communications. You acknowledge that the electronic transmission of information by email or otherwise (in particular when unencrypted) may be delayed, intercepted, corrupted or otherwise fail to be delivered. We shall use our reasonable endeavours to ensure that electronic communications that we send are free from viruses and any other material which may cause harm to any computer system. You undertake to act likewise with any electronic communications you send to us. We reserve the right to monitor all email communications through our network.

Neither you nor we shall have any liability to each other in respect of any claim or loss arising in connection with an electronic communication other than where such claim or loss arises from bad faith or wilful default.

8.  INTELLECTUAL PROPERTY

We will retain all intellectual property rights developed in relation with our engagement until our invoices are paid in full, so they cannot be used or protected or trademarked until such time as the full fee has been paid.

9.  INDEMNITY

You agree that you shall indemnify and hold harmless Brand Relations and its directors and employees (“Indemnified Person”) from and against all claims, actions, proceedings, demands, liabilities, losses, damages, properly incurred costs and reasonable expenses (“Losses”) arising out of or in connection with the Services provided by Brand Relations, any other matter or activity referred to, contemplated or connected or related to the TOB or the Services including but not limited to recipe companies and co-packers, which such Indemnified Person may suffer or incur in any jurisdiction. All properly incurred costs and reasonable expenses incurred by the Indemnified Person shall be reimbursed by you promptly on demand, including those incurred in connection with the investigation of, preparation for or defence of, any pending or threatened litigation or claim within the terms of this indemnity or any matter incidental thereto.

10.  LIMITATION/EXCLUSION OF LIABILITY

General: Save as expressly set out in these TOBs or as agreed with you in writing, Brand Relations does not limit or exclude any liability which a court or tribunal of competent jurisdiction finds that it has to you for the provision by any Authorised Agent of any Services within the scope of work described in the TOB.

Nothing in this TOB shall exclude or limit our liability to you (i) for wilful default, fraud or fraudulent concealment for which we are responsible or (ii) to the extent that liability may not be excluded or limited by any Applicable Law or Regulation.

Members, employees and consultants: If, notwithstanding TOB 1 of these TOBs , a court or tribunal of competent jurisdiction finds that a duty of care, or any other duty, liability or obligation would otherwise be owed to you by any Authorised Agent, such duty and any liability arising from it is hereby excluded and you agree that you will not bring any claim – whether on the basis of breach of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise howsoever – against any Authorised Agent in respect of any loss or damage that you or any person or company associated with you suffer or incur, directly or indirectly, in connection in any way with any Services provided by any Authorised Agent.

Third party advice: We shall not have any liability for any services or advice given by any other third party whom we instruct on your behalf including, without limitation, legal and other professional advisers. If, notwithstanding the preceding sentence, a court or tribunal of competent jurisdiction finds that a duty of care or any other duty, liability or obligation would otherwise be owed to you by us or any Authorised Agent in respect of the retainer of, or otherwise in relation to you, by any other third party appointed by us on your behalf, such duty and any liability arising from it is hereby excluded and you agree that you will not bring any claim – whether on the basis of breach of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise howsoever – against us or any Authorised Agent in respect of any loss or damage that you or any person or company associated with you suffer or incur, directly or indirectly, in connection in any way with the retainer of, or any advice given to or other work done for you by, other third party.

Indirect or consequential loss: We shall not be liable for any indirect or consequential loss.

Liability to third parties: We shall have no liability to any third party for any Services that we provide to you unless we have agreed in writing that the third party can rely on such Services in accordance with the terms of such agreement.

Apportionment of liability: In addition to the other limitations in this TOB 10, where we and/or third parties are responsible for any loss suffered by you, our liability for that loss will also be limited to a just and equitable proportion of your total loss calculated by reference to the extent of our responsibility. If you have engaged other professional advisers to represent or advise you on a matter in which we are involved and you agree with any of them that their liability to you will be limited, our liability to you will not exceed the amount which would have applied in the absence of that limitation.

You agree that we cannot be held responsible on your strategic decision regarding your brand including your choice of recipe for the beverage. You agree that our total aggregate liability to you, whether for breach of contract, tort (including negligence and misrepresentation), breach of statutory duty or otherwise arising out of or in connection with my engagement and whether related to any act, omission, statement or delay in acting will be limited to the amount of the fees paid by you.

11.  CONCERNS

If at any time you have any concerns or complaints about our Services to you, please contact Richard Howell.

12.  CONFLICTS

In accordance with all applicable Laws and regulations, we have procedures in place to identify and avoid potential conflicts of interest between clients and/or us. In some circumstances, we may be precluded from accepting instructions on conflict grounds. However, where we are not prevented from doing so by duties of confidentiality, our normal practice is to discuss conflict issues with you.

13.  TERMINATION

You may terminate our engagement on any matter in writing at any time. We may cease acting for you with good reason and on reasonable written notice.

On termination you will pay all outstanding fees and expenses. All accrued rights and liabilities under these TOBs and the TOB shall survive and remain in full force and effect notwithstanding termination. Brand Relations will not refund of any pro forma invoices paid under any circumstances if you terminate our assignment.

14.  SEVERABILITY

If any provision in these TOBs is or becomes invalid, illegal or unenforceable then it shall, to the extent required, be severed and shall be ineffective and the validity of the remaining provisions shall not be affected in any way.

15.  DISPUTE RESOLUTION AND GOVERNING LAW

The TOB shall be governed and construed in accordance with the laws of England and Wales, without giving effect to conflicts-of-law principles thereof. You agree to submit to the exclusive jurisdiction of the Courts of England and Wales with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOB.

Nothing in this TOB shall prevent us from applying to a court of competent jurisdiction or other competent authority for the recovery of fees and expenses, including those of any third party, incurred on your behalf, nor from taking any steps we consider necessary if proceedings are issued against us by a third party (such as joining you as a party to such proceedings).