These are the Terms of Business that will apply to the work we do for you and should be read in conjunction with the proposal and any subsequent contract letters. These Terms of Business commence the day you – the client – engages Cratus to provide work / services to them and serves as a Contract between us.
If, at any time, you have any question in connection with the Contract or our work, please let us know immediately.
- “Cratus” means Cratus Communications Ltd. (Registered in England number 06796481) whose registered office is at 124 Finchley Road, London, England, NW3 5JS.
- “Client” means the client to whom the proposal is addressed, for whom Cratus has agreed to provide the Service.
- “Service” means the service provided by Cratus or its agents for the Client and referred to in the Proposal.
- “Proposal” means the letter or proposal document addressed to the Client to which these Terms are attached.
- “Fees” means the hourly rate for account handlers or the agreed fees shown in the Proposal.
- This Contract may be terminated by either party on written notice with immediate effect if the other commits a material breach of any term of this.
- Contract which is not remedied within 30 days of a written request to remedy the same.
- This Contract can be brought to an end by either Cratus or the Client giving three calendar months’ written notice to the other.
Supply of Service
- Cratus will make all reasonable efforts to provide the Service in accordance with the Proposal and using reasonable care and skill.
- Cratus and the Client must agree any changes or additions to the Service or these Terms in writing.
- Where a Timetable is referred to or set out in the Proposal, we will use reasonable efforts to carry out our obligations in accordance with the Timetable, recognising that our actions are dependent on both the client and their consultants. Unless both of us specifically agree otherwise in writing, dates contained in the Timetable are intended for planning and estimating purposes and are not contractually binding except where they relate to payment schedules and terms. Fees relating to delays in submission to planning that are not the fault of Cratus are subject to negotiation.
- Each of us will name a contact who will be responsible for managing all issues relating to the performance of the Contract.
- The Client shall supply Cratus with all necessary documents and other relevant materials or information within sufficient time to enable Cratus to provide the Service. The Client shall ensure the accuracy of all documents, materials or information supplied.
- Fees shall be agreed by Cratus and the Client before the commencement of the Service for the Client.
- Fees shall be stated exclusive of any Taxes, such as VAT.
- Cratus shall be entitled to vary the Fees from time to time by giving reasonable written notice to the Client.
- If the Fees are fixed per calendar month, Cratus shall be entitled to invoice the Client one calendar month in advance of the Service being provided.
- If the Fees are success-related, Cratus shall be entitled to invoice the Client following a resolution to grant from the Council, subject to the application not being called in by the Secretary of State or any regional authority, if applicable, deciding not to direct refusal. For the avoidance of doubt, the Fee is not dependent upon subsequent discussions with the Council on the Section 106 agreement, nor is it dependent upon the Client implementing the planning permission.
- Cratus charges out-of-pocket expenses at cost to cover reasonable expenses, where reasonable is defined as having the agreement of both parties.
- In addition, if Cratus is required to pay for any third party items on behalf of the Client (e.g. exhibition stands, artwork, print and production, photography etc.), a 15% handling fee will be added to the net cost of the item and invoiced accordingly. However, if the Client is willing to instruct the third party directly, these handling charges will be avoided.
- The Client shall pay the Fees (inclusive of VAT) and any additional sums owing within 30 days of the date of Cratus’s invoice. Queries on invoices must be raised within 14 days of the date of the invoice, otherwise the Client will be deemed to have agreed the sums due.
- If payment is not made on the due date, Cratus shall be entitled, without limiting any other rights it may have, to:
- Charge interest on the outstanding amount (both before and after any judgement) at the rate of 8% above the annual base rate of the Bank of England at the time the invoice becomes due from the due date until the outstanding amount is paid in full.
- Suspend work on all projects in which the Client has retained Cratus until the debt is discharged.
- Cratus will be entitled to keep possession of all documents and other materials of the Client until the debt due in respect of the Service is discharged.
Confidentiality and Copyright
- Any documents, materials or information provided by the Client which is designated confidential by the Client will be kept confidential by Cratus and its agents. Cratus and its agents will only use or disclose it as may be required in undertaking the Service. Similarly, any documents, materials or information provided by Cratus which is designated confidential by Cratus must be kept confidential by the Client. This clause does not apply to any documents, materials or information that are public knowledge at the time when they are provided or become public knowledge through no fault of either party.
- The property and any copyright or other intellectual property rights in any documents, material or information provided by Cratus shall belong to Cratus subject only to the Client’s right to use the documents, material or information for the purpose stated in the Proposal.
- The Client warrants that any documents, materials or information provided to Cratus will not infringe the copyright or other rights of any other party. The Client shall indemnify Cratus against any loss, damages, costs, expenses or other claims arising from any such infringement.
- Without prejudice to Clause 5.1 above, we may cite the performance of the Services to our clients and prospective clients as an indication of our experience, unless we specifically agree otherwise in writing.
- Cratus will be liable to the Client if our negligence causes death or personal injury. In all other circumstances, Cratus will not be liable for loss of profits or revenue, lost business or missed opportunities, wasted expenditure or savings the Client might have made. There may be occasions when Cratus is unable to provide the Service because of matters outside its reasonable control. Cratus will not be liable to the Client if that is the case.
- Without prejudice to any other provisions in these Terms, the entire liability of Cratus shall not exceed the amount of Cratus’s charges for the provision of the Service except as expressly provided in these Terms.
- We reserve the right to employ agents and sub-contractors to assist us when providing any part of the Service. Any reference to our employees in the Contract includes agents and sub-contractor staff. We will remain liable to you in respect of any Services provided, subject to the other provisions of the Contract.
- Neither of us will, during the period of this Contract or within 6 months of its termination or expiry, solicit directly or indirectly any employees, agents or sub-contractors of the other who have been involved in providing or receiving Services or otherwise connected with this Contract, except those employees who have been involved on a purely administrative basis.
- These Terms, together with any terms set out in the Proposal, constitute the entire agreement between Cratus and the Client and supersede any previous agreement. These Terms may not be varied except in writing and signed by both parties. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
- This Agreement is subject to English law and any court action must be brought in the English courts. In addition, both parties have the right to refer certain disputes to arbitration, as long as both parties agree the choice of arbitrator.
Code of Conduct
- Cratus has implemented a code of conduct protocol by which we abide , a copy of which can be found accompanying this document. We ask clients to note that in the interests of transparency their company name will appear under our client list on our website and all Registers by which we comply – as listed in the Code of Conduct.