Talacom Ltd - Standard Terms of Business

1. Definitions

• The Client – COMPANY NAME
• The Consultancy – Talacom Limited
• Agreement – An agreement made in writing between Client and Consultancy for carrying out the work according to the Standard Terms of Business
• The Work – The activities outlined in the Scope of Work and subsequent written instructions
• The Fee – The fee referred to in the Scope of Work
• Fully Indemnified – Fully indemnified against all costs claims demands expenses and proceedings relating to the matter in question
• The Programme – The work in the agreed scope of work
• The Project – The work in the agreed scope of work
• The Standard Terms – The Standard Terms of Business, namely these terms and conditions
• Authorisation – The written authorisation of a senior member of Client staff
• Transfer Regulations – The Transfer of Undertakings (Protection of Employment) Regulations 1981 as amended or replaced from time to time
• Successor Supplier – Any supplier who succeeds the Consultancy in providing all or any part of the Programme or any services similar to the Programme or any part to the Client

3. Disbursements, Expenses and Sales Tax

3.1 The Consultancy shall not exceed the scope of work, or the Client request more than the outlined programme hours per month of Consultancy time, unless agreed in advance. Fees will be charged for any time spent on behalf of the Client. The Fee is inclusive of all general and office expenses such as phones, stationery, copying and printing (up to 100 copies).

3.2 For all bought-in or pass-through costs, such as advertising space, designers, photographers, printers, couriers, market researchers, these will be charged to the Client at cost plus a 15% handling charge. Any currency exchange fees will be charged to the Client at cost. Invoicing will normally be upon instruction of an activity in order that the Client’s funds can clear at the time the Consultancy’s supplier invoices are due.

3.3 The Client accepts all conditions taxes and currency rates in contracts entered into by the Consultancy with its suppliers when incurring disbursements expenses and other costs on behalf of the Client. The Client will abide by these conditions and keep the Consultancy fully indemnified in respect of same. The Consultancy has a right to charge for any additional expenses incurred due to changes requested by the client after work or instruction of suppliers has been agreed.

3.4 Sales Tax (VAT) is not part of annual budget but it will be charged when due including where it has been charged by suppliers to consultancy.

5. Approvals and Authority

5.1 The Consultancy will submit communications material to the Client for approval, except where it is of a minor nature, such as straightforward social media posts, minor website updates, small textual or grammatical changes to articles, or simple proofing of adverts and advertorials.

• 5.2 Written approval by the Client of the drafts will be taken by the Consultancy as Authorisation:
• 5.2.1 to proceed to sharing, briefing, posting, publication or similar and
• 5.2.2 to enter into contracts with suppliers

5.3 Subject to the provisions of clause 5.4 the Consultancy shall take all reasonable steps to comply with requests from the Client to amend or halt any plans or to reject or cancel any work in the process of preparation insofar as this is possible within the scope of its contractual obligations to its suppliers and where possible the Consultancy will negotiate favourable cancellation terms with a third-party supplier.

5.4 Any amendment or cancellation of third-party services requested by the Client will be implemented by the Consultancy provided that the Client provides the Consultancy with reasonable prior written notice of such amendment or cancellation and only on understanding that the Client will be responsible for any costs and expenses that may be incurred in accordance with Clause 3 herein prior to or as a result of cancellation or amendment which cannot be recovered by Consultancy. For avoidance of doubt consultancy shall not be required commence any court other legal proceedings effect such recovery.

7. Confidential Information

7.1 The Consultancy agrees to treat as confidential and not at any time for any reason, unless part of the agreed communications programme, to disclose to any person any information relating to the Client’s procedures, processes, transactions, finances or any such information relating to the Client or its residents where knowledge or details of the information was received from the Client prior to or during the period of the work and whether provided in writing or orally and whether, identified as being confidential or not and upon the termination for whatever reason the Consultancy will deliver up to the Client all working papers or other material and copies provided to it pursuant to the work or prepared by it previously. This obligation shall not apply where the disclosure of information is required in terms of the Programme.

7.2 The obligations contained in this Clause 7 shall not apply to any information or knowledge which:

• 7.2.1 is in public domain or which comes to be in public domain (other than by breach of this clause)
• 7.2.2 was lawfully known to Consultancy before being received in course of this work
• 7.2.3 was lawfully acquired by Consultancy after duration of this work, from a third party who is not bound by any obligation of confidentiality to Client
• 7.2.4 is required disclosed by law or any other regulatory authority under rules of company stock exchange

9. Termination

9.1 The Standard Terms shall come into force on the Commencement Date and will continue until terminated. Termination can be effected by either party after the initial period of nine months with a notice period of three months. Where agreements with third parties exist, the Client will be responsible for honoring all commitments entered into.

9.2 Notwithstanding 9.1 above, either party may also give notice in writing to terminate at any time in the following circumstances:

• 9.2.1 if the Consultancy enters into compulsory or voluntary liquidation or bankruptcy or makes any arrangements or composition with its creditors
• 9.2.2 if an administrator, receiver or administrative receiver is appointed over any part of either party’s undertaking or assets
• 9.2.3 if either party ceases or threatens to cease to carry on its regular duties or business
• 9.2.4 if a winding up petition is presented against the Consultancy
• 9.2.5 if any shareholder takes possession of any of the other party’s undertaking or assets
• 9.2.6 if the other party is in material breach of any of its obligations under these Standard Terms

9.3 If the work is terminated for whatever reason:

• 9.3.1 The Client will pay to the Consultancy all sums due to the Consultancy incurred in accordance with Clause 3 up to and including the lapse date
• 9.3.2 The Client shall keep the Consultancy indemnified against any claims by suppliers and third parties arising as a result of fault or negligence of the Client, aggregate liability (including by way of indemnity) each party in respect all matters arising from work shall be limited calendar year £150,000
• 9.3.3 Termination shall not affect provisions of the Standard Terms expressed to have effect after termination
• 9.3.4 Termination shall not affect rights of either the Client or the Consultancy in respect of prior breaches of the Standard Terms
• 9.3.5 The Consultancy shall return all Client’s property

9.4 If work is terminated, provided the Client has materially complied with obligations detailed in the Standard Terms, the Consultancy shall co-operate in enabling the take over of contracts and arrangements with third parties and transfer of unused material purchased and paid for on behalf of the Client.

11. General

11.1 The Client warrants that all information supplied or to be supplied to the Consultancy in connection with the project is and will be accurate and lawful in all respects insofar that the Client has provided Authorisation that such information is accurate.

11.2 The Client agrees to indemnify and hold harmless the Consultancy and its officers, executives, directors, agents, employees and other individuals acting at the direction of the Consultancy, as well as any successors and assigns of the Consultancy, against all claims and damages, liabilities and losses, penalties and fines, currency risk and exchange fees, causes of action, settlements and judgments, and expenses including reasonable legal fees, which the Consultancy may incur directly and solely resulting from any breach by the Client.

11.3 The Client will provide all necessary information to enable the Consultancy to supply the Services. If the Client fails to do so the Consultancy shall be under no obligation to supply Services.

11.4 The Consultancy may use services of persons other than its own employees in supplying certain services. These persons are bound by agreement with The Consultancy.

11.5 The Consultancy shall use its best efforts to perform and deliver work within timeframe specified. “Best efforts” shall mean application of all reasonable skill diligence resources that a competent experienced agency would ordinarily apply under similar circumstances. The client recognises factors including those outside consultancy’s control not give rise termination or claim provided consultancy acted good faith.

11.6 The client will provide necessary information support enable consultancy supply services if client fails do so consultancy shall under no obligation supply services.

11.7 The client agrees it shall not for duration work during 12-month period thereafter without prior written consent consultancy engage employ otherwise solicit for employment whether directly indirectly any person who during currency work was employee contractor consultancy extent that:

1. consents such employment contract client pay consultancy recruitment fee equal 25% gross annual package fees (including quantifiable bonuses incentives annualised if necessary) paid by consultancy individual concerned previous 12 months (“Gross Package”);
2. does not consent such employment client pay written demand form consultancy pay recruitment fee equal 100% gross package previous 12 months member staff freelance contractor concerned;
   and such amount payable within 30 days commencement person’s appointment by client.

11.8 Any dispute first resolved through good faith negotiation unresolved referred arbitration Arbitration Act 2025.

11.9 Consultancies total liability under this agreement exceed total fees paid relevant statement work excludes indirect consequential losses loss profit revenue anticipated savings third-party claims unless caused consultancies

13. Mutuality of Obligation

13.1 Other than as outlined in these Standard Terms, the Client is not obliged to offer ongoing work to the Consultancy, nor is the Consultancy obliged to accept such work if offered.