The Legal Stuff

We set our standards high and aim to deliver excellent service for our Clients.

 

In any relationship, good communication and a clear understanding of each other's roles and responsibilities is essential. Please see below our Company Information and our "Standard Terms and Conditions of Supply".

 

We look forward to working with you.

 

 

 

Company Information

 

Wild Bee Limited is registered in England, No. 7980749.
Registered Office: Storm House, 4 Union Place, Worthing, West Sussex.  BN11 1LG

 

Wild Bee Limited Standard Terms and Conditions of Supply

 

 

1 INTERPRETATION

1.1 In these terms of business, the following words shall have the following meanings:

"Wild Bee" means Wild Bee Limited.
"Client" means the company purchasing the Services.
"Services" means the services to be provided by Wild Bee which are the subject of an order between Wild Bee and the Client.


2 ACCEPTANCE OF ORDER

2.1 These Terms of Business are the only terms and conditions upon which Wild Bee supplies the Services.

2.2 A signed order confirmation form, along with deposit payment is required to enable Wild Bee to commence the initial order, with future invoicing terms agreed at the outset.

2.3.Wild Bee reserves the right to refuse acceptance of an order.


3 PROVISION OF THE SERVICES

3.1 Wild Bee shall provide to the Client the Services; and perform the Services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced supplier of PR services seeking in good faith to comply with its contractual obligations.

3.2 Wild Bee shall without the agreement of the Client be entitled to make operational changes to the Services that have no material adverse effect on the Services.

3.3 Wild Bee guarantees that the Services supplied by it shall comply with the specification contained in each contract and in the absence of any such specification shall comply with Wild Bee's appropriate specification.

3.4 Wild Bee shall not be liable for any loss caused to Client's goods whilst in Wild Bee's possession unless such loss may be caused by wilful recklessness of Wild Bee's employees or agents in which case Wild Bee shall account to the Client for any monies that it may receive under any insurance policy (Wild Bee not being under any obligation to insure). Wild Bee shall not be liable for samples, or products of the Client, which are sent to the Media, as part of PR activity.

3.5 Third party products supplied and/or sub sublicensed by Wild Bee as part of the Services will be supplied in accordance with the relevant supplier's applicable terms. The Client agrees that it will at all times comply with the provisions of such standard terms.

3.6 In the event of a limited time scale for the provision of the Service, Wild Bee will advise the client of a project completion date and will offer the client the opportunity to further continue the project for a further fee, if deemed extra hours would be beneficial.

3.7 With the supply of Public Relations services, Wild Bee provides no guarantees as to the coverage to be gained for the Client, and can not be liable for any content created by the media, with reference to the Client.


4 CLIENT RESPONSIBILITIES

4.1 The Client acknowledges that Wild Bee's ability to provide the Services is dependent upon the full and prompt co-operation of the Client (which the Client agrees to provide) as well as the accuracy and completeness of any information and data the Client provides to Wild Bee. Accordingly, the Client shall in a timely manner provide Wild Bee with access to, and use of, all information, data and documentation reasonably required by Wild Bee for the performance by Wild Bee of its obligations under these Terms of Business.

4.2 The Client agrees to follow Wild Bee's reasonable instructions and procedures with respect to the Services. The Client agrees to provide Wild Bee with all relevant information and images, in an acceptable format, as requested by Wild Bee prior to project commencement.

4.3 Wild Bee is under duty to ensure that any materials produced under a contract are legal, decent, honest and truthful. However Wild Bee may not be an expert in respect of the subject matter of the contract and therefore the Client is responsible for the accuracy, completeness and for all descriptive, technical or proprietary aspects of the Services and shall indemnify Wild Bee for any liability arising for a breach of this agreement.

4.4 Wild Bee shall not be required to print any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party. Wild Bee shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.


5 PRICES AND PAYMENT

5.1 Wild Bee reserves the right to vary the price of the Services by any amount attributable to:

5.1.1 An alteration to the Service by reason of a variation in or lack of Client's instructions;

5.1.2 Any variation of the rates of taxation or costs, third party changes or fluctuation in foreign exchange rates between the date of a contract and the date of delivery of the Service or completion of the payment.

5.2 Payments are required as per the agreed payment terms, for all PR & Marketing activity, irrespective of the publication date of media coverage.

5.3 If any payment is in arrears under any contract between Wild Bee and the Client or if the Client becomes insolvent, or Wild Bee has reason to believe that any payment is likely to be in arrears, or that the Client is likely to become insolvent Wild Bee shall have the right without giving notice to the Client to suspend further delivery of the Services and under any contract any such payment any part thereof shall remain in arrears for seven days after written demand sent by Wild Bee to the Client, Wild Bee shall have the right to cancel any contract without prejudice to any rights and remedies to recover any monies then due and owing by the client.

5.4 Time for payment is of the essence.

5.5 In the case of invoices for third party services, payment for the Services shall be made within 14 days of the date of invoice.

5.6 In the case of invoices for Production services, payment for the Services shall be made within 14 days of the date of invoice, unless otherwise specified on the signed order agreement.

5.7 Without prejudice to any other rights Wild Bee may have, in the event of late payment of any sum due under these Terms of Business, Wild Bee may charge interest to the Client on such sum at higher of the rate of three per cent per annum above the base lending rate from time to time of the Bank of England (accruing daily), or of the rate of interest specified under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue from the day following that upon which payment was due until payment is made in full. In addition or in the alternative (at the option of Wild Bee), Wild Bee may suspend the provision of the Services and/or any part of them until such time as the payment is made.

5.8 If Wild Bee takes any legal, or other steps, for the recovery of any overdue payment, then the reasonable costs of all such steps shall be payable by the Client upon demand.

5.9 Wild Bee's guarantees contained in Clause 11 below shall not apply to any contracts unless the client has paid for the Services in full.

5.10 Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, Wild Bee reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice


6 RESERVATION OF TITLE

6.1 Until the price and all sums owed by the Client to Wild Bee arising from any goods or services supplied - is paid in full by the Client to Wild Bee, the property in the Service including Wild Bee copyright (if any) shall remain in Wild Bee and the following conditions shall apply:

6.1.1 The Client (if Wild Bee so requires) shall hold the Services on Wild Bee's behalf and shall store it in such a way that it is clearly the property of Wild Bee;

6.1.2 The Client hereby grants to Wild Bee the right to enter upon the Clients land or buildings and agrees to procure a right of entry into anywhere else where the Services is stored, for purposes of repossessing the Services.


7 LIMITATION OF LIABILITY

7.1 Subject to clause 13.1and 13.2 Wild Bee shall not in any circumstances be liable to the Client in respect of any:

7.1.1 loss of profits; or

7.1.2  loss of contracts; or

7.1.3 loss of revenue or goodwill; or

7.1.4 type of special, indirect or consequential loss, business interruption or loss of or damage to business information or data whether in contract, tort (including but not limited to negligence) or otherwise and whether or not suffered as a result of an action brought by a third party, even if such loss was reasonably foreseeable or the Client had been advised at any time of the possibility of the Client incurring the same.

7.2 For the avoidance of doubt, Wild Bee shall not be liable to the Client or be deemed to be in breach of these Terms of Business by reason of any delay in performing, or any failure to perform, any of its obligations under these Terms of Business, if the delay or failure was due to any cause beyond Wild Bee's control, due to any instructions given by the Client or in any delay caused by the Client.

7.3 Wild Bee shall not be responsible in contract or in tort (including, but not limited to, negligence) or otherwise for the unauthorised access to, or alteration, theft or destruction of emails, files, programs, or information of the Client by any person (other than Wild Bee) through accident or by fraudulent means or devices where Wild Bee has exercised that degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced supplier of information technology services seeking in good faith to comply with its contractual obligations in providing the Services to prevent such activities.

7.4 Wild Bee shall have no liability if Third Party Products breach, infringe or make unauthorised use of any third party rights, save to the extent that Wild Bee knew, or should reasonably have known, of such infringement or unauthorised use at the time it sub-licensed such Third Party Products to the Client.

7.5 Save as expressly set out herein all conditions, warranties, terms and undertakings express or implied statutory or otherwise (including, without limitation, as to fitness for purpose or satisfactory quality) in respect of the Services or any products provided pursuant to the Services are hereby excluded except to the extent to which it is unlawful to exclude such liability.

7.6 Nothing in this Terms of Business shall exclude or in any way limit Wild Bee's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this but including any liability arising under any indemnity under this Terms of Business:

7.7 Wild Bee’s maximum aggregate liability under or in connection with this Terms of Business, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total remuneration payable to  Wild Bee hereunder during the preceding 12 months

7.8 Wild Bee will not be liable for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

7.9 This Terms of Business states the full extent of the Wild Bee's obligations and liabilities in respect of the performance of the Services. The parties agree that any condition, warranty representation or other term concerning the Work and/or the performance of the Services which might otherwise be implied into or incorporated in this Terms of Business, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

7.10 The Client agrees that if delivery of any Work is postponed or cancelled as a result of any act or threatened act of terrorism or military action, the Client shall have no claim of any kind over all or any part of any agreed production budget. Wild Bee shall use its reasonable endeavours to recoup as much of any such production budget from third parties as is possible in the circumstances and account to the Client for any sums Wild Bee is able to recover less Wild Bee’s own costs and expenses.

7.11 Nothing in these Terms of Business shall confer any right or remedy upon the Client to which it would not otherwise be entitled.

7.12 The limitations and exclusions of liability in these Terms of Business shall survive termination of these Terms of Business.


8 FORCE MAJEURE

8.1 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Terms of Business caused by circumstances beyond the reasonable control of a party to this Terms of Business (including a labour dispute between a party to this Terms of Business and its employees as well as a labour dispute between a third party and its employees) (a 'Force Majeure Event')

8.2 The party claiming the Force Majeure Event shall promptly notify the other party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.

8.3 If the party claiming the Force Majeure Event has complied with Clause 8.2, its performance under this Terms of Business shall be suspended for the period that the Force Majeure Event continues and the party will have a reasonable extension of time for performance of its obligations given all the circumstances. As regards the delay or stoppage arising from the Force Majeure Event:

8.3.1 Any costs arising from such delay or stoppage shall be borne by the party incurring those costs;

8.3.2 The party claiming the Force Majeure Event shall take all reasonable steps necessary to bring that event to a close or to find a solution by which its obligations under this Terms of Business may be performed despite the Force Majeure Event;

8.3.3 If the Force Majeure Event continues for more than 30 consecutive days, the party which is not claiming the Force Majeure Event may terminate their Contract with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination


9 INTELLECTUAL PROPERTY RIGHTS

9.1 The ownership of, and sole right to, any intellectual property right in any materials produced by Wild Bee under any contract with the Client shall be vested absolutely in Wild Bee from the outset, and Wild Bee shall be at liberty to effect and secure protection thereof by registration in a Registry or otherwise as it sees fit.

9.2 If the parties agree, Wild Bee may assign all or any intellectual property rights in such materials to the Client upon such terms as may be agreed but in no event before such times as all monies due under this contract between Wild Bee and the Client are paid in full by the Client.

9.3 All rights in Third Party Products shall remain vested in the licensors thereof and the Client agrees to comply with the licence terms relating to such software and/or services, where notified to the Client in writing.


10 TERMINATION

10.1 Where a contract is for the provision of the Services over a period of time, a contract may be terminated by either party giving to the other one month's written notice PROVIDED ALWAYS that if the Client terminates the contract he shall:

10.1.1 pay immediately all outstanding sums due to Wild Bee;

10.1.2 be responsible for all costs and expenses incurred by Wild Bee in respect of any uncompleted Service and be liable for one month's fees, whether or not activity is required from Wild Bee for the Client during this period;

10.1.3 accept and pay invoices from Wild Bee calculated at the contract rate in respect of any Services completed or partly completed;

10.1.4 discharge any liability of Wild Bee to third parties incurred in relation to any Services originally envisaged pursuant to the Client's initial instructions.

10.1.5 Provide any notice required or permitted under the terms of these Terms of Business or required by statute, law or regulation shall (unless otherwise provided) in writing marked for the attention of the Managing Director. Any notification to any other employee or officer of Wild Bee shall not be effective.

10.1.6 Subject to the other provisions of this clause these Terms of Business shall commence on the date of order.


11 INDEMNITY

11.1 The Client shall indemnify Wild Bee in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which Wild Bee may become liable in respect of any breach of contract or in respect of the Services sold under any contract. In particular, it is stressed that the Client is responsible for all copy, slogans, words or methods supplied or suggested by it to Wild Bee, and also such items approved by it after suggestion by Wild Bee and therefore such indemnity shall extend to claims for copywriter or patent infringement, libel or other defamation.

11.2 If there is an error in Work as published, or publication or distribution is delayed or does not occur as planned, Wild Bee will not be liable unless this is caused by its default or neglect.

11.3 Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other's breach of this Terms of Business, the party in breach shall indemnify the other subject to the provisions of Clause 7

11.4 The Client warrants that to the best of its knowledge information and belief all Account information supplied to Wild Bee before and during the Term will be accurate and not in any way contrary to [English law] or [any law applicable in any part of the Territory].

11.5 Wild Bee warrants to the Client that having taken such legal advice and undertaken such searches as Wild Bee considers reasonably necessary, to the best of its knowledge and belief any creative work produced by Wild Bee as part of the Services will be original to its authors, has not been previously published in any form in the UK, will not infringe the copyright of any third party in the UK and will not contain anything obscene, blasphemous, libelous or otherwise unlawful in the UK other than as contained in any legal or other advice provided to Wild Bee and communicated to the Client.


12 WAIVER OF REMEDIES

12.1 No forbearance, delay or indulgence by either party in enforcing the provisions of these Terms of Business shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

13 SET-OFF

13.1 The Client shall not be entitled to set off or withhold any payments claimed or due to Wild Bee under these Terms of Business or any other agreement between the parties.


14 ASSIGNMENT

14.1 Neither these Terms of Business nor the benefit of the Services may be assigned or transferred by the Client whether voluntarily or involuntarily or by operation of law, in whole or in part, to any party without the prior written consent of Wild Bee. No such assignment by the Client howsoever occurring shall relieve the Client of its obligations hereunder.

14.2 Wild Bee may assign all of its rights and obligations under this Terms of Business to a third party without prior consent of the Client, and the Client shall execute such novation agreements as Wild Bee may reasonably request in order to effectively document the transfer such rights and obligations.


15 PUBLICITY

15.1 All media releases and public announcements by either party relating to these Terms of Business or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the party prior to release.

15.2 Wild Bee shall not be held responsible for the use of such material as referred to in 15.1, by media, once information approved by the client has been submitted to the media.

15.3 When reactive PR is required, the Client agrees that Wild Bee can act on the Client's behalf, if required, in line with the provision of services under these Terms of Business, based on information previously supplied by the Client and Wild Bee's understanding of the Client's messages.


16 SEVERABILITY

16.1 In the event that any or any part of these Terms of Business contained herein shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions of these Terms of Business which shall continue to be valid and enforceable to the fullest extent permitted by law.


17 RIGHTS OF THIRD PARTIES

17.1 A party who is not party to these Terms of Business has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of these Terms of Business, but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

17.2. FORCE MAJEURE - Wild Bee shall be under no liability if they shall be unable to carry out any provision of the contract for any reason beyond their control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract.

 

18 INSURANCE

18.1 Without prejudice to its obligations under this Terms of Business, Wild Bee shall effect and maintain with reputable insurers such policy or policies of insurance as may be necessary to cover Wild Bee's obligations and liabilities under this Terms of Business, including but not limited to:

18.1.1 Insurance against loss or damage to the Client's Property and items such as negatives, video tapes and software coming into existence for the purpose of producing the Work (the 'Items') while in Wild Bee's possession (except in the case of software and digital copies, where the obligation to insure shall cease after publication, broadcast or distribution) and regardless of whether ownership of the Items has passed to the Client;

18.1.2 Professional Indemnity Insurance with a limit of not less than £100,000 per annum. Upon the Client's reasonable request, Wild Bee shall provide the Client with all such documentation as is necessary to prove Wild Bee's continuing compliance with its obligations to insure under this sub-clause.

18.2  Wild Bee and the Client will insure Property and Items against loss or damage when in transit between Wild Bee and third parties for the purposes of production or publication and when in the possession of those third parties. The Client shall specifically inform Wild Bee in the event of any Property or Items having an individual or aggregate value greater than £500.

18.3 The Client acknowledges and agrees that nothing in this Terms of Business shall place any obligation upon Wild Bee to obtain insurance cover in relation to risks arising from terrorism or military action.


19 OWNERSHIP & CUSTODY OF MATERIAL

19.1 All Work prepared by Wild Bee and paid for by the Client will be the Client's property but the Client will not necessarily own the copyright or other Rights in it. For the avoidance of doubt, the Client shall not own the copyright in 'stock' photographs obtained from news or photographic agencies for particular advertisements or to photographic or film negatives or to any other medium in which this material may be supplied.

19.2 Wild Bee will keep in its care materials entrusted to Wild Bee by the Client (the 'Property'). Wild Bee will mark or otherwise identify the Property as being the property of the Client and will be responsible for its safekeeping. Wild Bee will not, however, be obliged to recover typesetting, colour separations, printing plates etc. and the like from media and suppliers once Wild Bee has parted with them.

19.3 Wild Bee shall not be entitled to destroy Property without the Client's prior written consent. Wild Bee shall be entitled to return the Property to the Client by delivery to the Client's offices at the address shown at Clause 1 by giving the Client 30 days' written notice that it no longer requires the Property, provided such notice shall not expire less than [12] months after the Property first came into Wild Bee's possession or on the termination of the Contract, whichever is earlier.


20 LAW AND JURISDICTION

20.1 The parties hereby agree that these Terms of Business shall be construed in accordance with English law, and hereby submit to the exclusive jurisdiction of the English courts.

 

21 INTERPRETATION

21.1    In this Terms of Business, the following terms shall have the meanings set below them, unless the context requires otherwise:

“Agreement”
means this Supply of Services agreement;

“Applicable Legislation”
means all applicable by-laws, rules, statutes, regulations, any voluntary codes of practice including orders, good industry practice, protocols, codes, guidelines, policies, directions and judgements of any Regulator to the extent that they apply to the Services from time to time. For the avoidance of doubt, this includes the Committee of Advertising Code of Practice and Consumer Credit (Advertisements) Regulations 2010;

“Brand Guidelines”
means any brand guidelines provided to the Supplier by the Client from time to time;

“Business Day”
means a day other than a Saturday, Sunday or public holiday when clearing banks in London are open for business;

“Charges”
means the agreed charges to be paid by the Client to the Supplier for a Project as set out in the relevant Project Agreement based upon the Service set fees in Schedule 3;

“Claim”
any claim, action, suit or other proceeding, loss, judgment, damage, liability, cost and expense including reasonable legal expenses in connection with this Terms of Business;

“Commencement Date”
means the date stipulated as the Service start date in each individual Project Agreement;

“Confidential Information”
means all information, whether marked confidential or not and in whatever form including, but not limited to, information concerning in whole or in part the business and/or operations of a party to this Terms of Business, intellectual property rights, processes, strategies, data, trade secrets, designs, photographs, drawings specifications, Client Materials, technical literature and other information or material either in oral or written graphic or electromagnetic form including (without limitation) any notes, information or analyses derived from such information however it is produced;

“Force Majeure Event”
means any one or more acts, events, omissions or accidents beyond the reasonable control of a party seeking to rely upon its occurrence including, without limitation, an act of God, war, civil war, terrorist acts, lightning, strikes, labour disputes, natural disasters, riot, vandalism, malicious damage, fire, flood or failure of internet, utility or communications supply or equipment, but excluding lack of funds;

“Intellectual Property Rights”
means any and all patents, patent applications, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future;

“Project”
a project to provide the Services as detailed in a Project Agreement;

“Project Agreement”
means the document signed by the parties detailing the services required by the Client, any targets or agreed deadlines and project charges

“Representative”
a party’s employees, officers, assigns, advisors and/or sub-contractors.

 

 

Wild Bee Limited January 2015