MCC (INTERNATIONAL) LIMITED

TERMS OF BUSINESS

1. Purpose of Appointment

MCC is retained to provide certain marketing and public relations services on behalf of the Client subject to these Conditions, which shall take precedence over any terms and 0conditions of the Client.

2. Definitions

In these Conditions, the following words shall have the following meanings:
‘Agency Expenses’ means all expenses incurred by the Agency in the supply of the Services including (but not limited to) printing, telephone, fax, email, postage, photography, messenger services, entertaining, travel and accommodation expenses;
‘Agency Fee’ means the fees to be charged by MCC for supplying the Services to the Client (but excluding the Agency Expenses); as specified in the Service Level Specification, which shall be exclusive of any VAT chargeable thereon;
‘Agreement’ means the agreement for the provision of the Services in accordance with these Conditions;
‘Client’ means the party listed in the Service Level Specification;
‘Conditions’ means these terms and conditions of business
“Intellectual Property Rights” means all intellectual and industrial property rights including (without limitation) patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, moral rights or know-how, howsoever arising, whether or not registered and any other similar protected rights in any country and any applications for the registration or protection of such rights and all extensions thereof throughout the world;
‘MCC’ means MCC (International) Ltd (Registered Number 02953598) whose registered office is at Sudley Chambers, 8 Sudley Road, Bognor Regis, West Sussex, PO21 1EU
‘Service Level Specification’ means the written specification which is attached to these Conditions overleaf which may include details as to the Agency Fee, a description of the nature and scope of the Services and/or materials to be delivered to the Client, any scheduled delivery dates, and any other requirements expressly specified therein;
‘Services’ means the marketing and/or public relations consultancy services together with any materials to be supplied by the Agency to the Client under these Conditions (as may be specified (if appropriate) in more detail in the Service Level Specification).

3. Consultancy and Agency Fees

  1. MCC shall supply the Services to the Client in accordance with the Service Level Specification, subject to these Conditions.  Any changes to the Services or Service Level Specification must be agreed in writing between MCC and the Client.  Should MCC not be able to supply the Services in the manner which may be referred to in the Service Level Specification for any reason then MCC will notify the Client in advance.
  2. In return for supplying the Services, the Client shall pay the Agency Fee and the Agency Expenses. 
  3. MCC shall invoice the Client for the Agency Fee together with any applicable VAT (and without set-off or other deduction) monthly in advance on the first day of each month.  The Agency Fee (together with any applicable VAT) shall be paid by the Client within 30 days of the date of MCC’s invoice. 
  4. MCC shall invoice the Client all Agency Expenses on the twenty-fifth day of each month following the month in which they were incurred by MCC.  If any expenses are to be incurred then MCC shall seek authorisation in advance from the client (except for the press clippings service). Where Agency Expenses are likely to be significant, MCC reserves the right to require the Client to pay the full amount of the anticipated Agency Expenses in advance.
  5. If any payments due from the Client under these Conditions are not made on the due date, MCC shall be entitled, without limiting any other rights it may have, to charge interest at the rate of 4% above the base rate from time to time of National Westminster Bank plc from the due date until the outstanding amount is paid in full.
  6. For overdue payments, MCC reserves the right to charge the debtor with any legal and administration costs related to the collection of these outstanding amounts.
  7. MCC may sub-contract any or all its rights or obligations hereunder and may with the Client’s consent (such consent not to be unreasonably withheld), assign the benefit of its rights and obligations hereunder to any other entity.

4. Liability

  1. Except in respect of death or personal injury caused by MCC’s negligence, or as expressly provided in these Conditions, MCC shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or these Conditions, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of MCC, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of MCC under or in connection with these Conditions shall not in any event exceed the amount of MCC’s charges for the provision of the Services (except as expressly provided in these Conditions).
  2. MCC shall have no liability to the Client for any loss arising from any documents, materials, information, or instructions supplied by the Client relating to the Services which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, which arise from their late arrival or non-arrival, or any other fault of the Client and the Client shall indemnify MCC from and against any liability arising from the same.
  3. MCC shall not be liable to the Client or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of MCC’s obligations in relation to the Services, if the delay or failure was due to any cause beyond MCC’s reasonable control.
  4. Written approval by the Client of any materials (in whatever form) produced for the Client in the provision of the Services by MCC will be MCC’s authority to proceed with production or publication (as appropriate) and the Client shall not be entitled at a later date to claim compensation from or refuse payment to MCC on grounds that errors exist or alterations are required to the items so produced or published where those errors or alterations existed at the date that authorisation was given to MCC, and the Client failed to notify them to MCC accordingly.

5. Confidentiality

Save as may be necessary in the performance by MCC of the Services under these Conditions (or as the Client may allow in writing), neither party shall divulge any confidential information (other than that which is already in the public domain at the time when such information is provided to the other party) which may be supplied to it about the other party in the course of the provision of the Services to the Client (or any pre-contract discussions).  MCC shall take all reasonable steps to see that its employees do likewise.

6. Ownership of Documents and Copyright

  1. All Intellectual Property Rights in any materials or other information provided by MCC relating to the Services shall vest in, or remain vested in MCC, but the Client shall have a licence to use those Intellectual Property Rights for any purpose in connection with the utilisation of the Services supplied by MCC.  MCC shall not be liable for the use by any person other than the Client of any of MCC’s Intellectual Property Rights for any purpose.
  2. All Intellectual Property Rights in any materials or other information supplied by the Client to MCC in the course of the provision of the Services shall remain vested in the Client.  It is agreed that MCC shall have a licence to use such Intellectual Property for the purpose of fulfilling MCC’s obligations under these Conditions.  MCC acknowledges that it shall not gain any rights in those Intellectual Property Rights by virtue of their use by MCC.  The Client and MCC warrant to each other that any materials or information supplied to the other party shall not infringe any Intellectual Property Rights of any third party and the Client shall indemnify MCC from and against any liability it may suffer or incur as a result of such infringement.

7. Rejection, Termination of Cancellation

  1. Either party shall be entitled to terminate the Agreement at any time by giving not less than 90 days written notice to the other.
  2. The Client shall not be entitled to suspend the provision of the Services under the Agreement; nor shall the Client allege breach of contract or seek any cancellation, reduction or repayment of any monies which have been paid up-front to MCC pursuant to Condition 3.3 on the basis of the style or composition of any materials which form part of the Services supplied to the Client.
  3. In the event that the Client terminates or suspends this Agreement then this will result in the Client being liable for the full amount of the Agency Fee, which is then outstanding for the full 90 days’ notice period (irrespective of whether the Client wishes MCC to carry out any work on its behalf during that period).
Terms & Conditions
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