Standard Terms and Conditions
i) “Parker, Wayne & Kent Limited” includes all employees, affiliates, subsidiaries, agents and contractors acting on behalf of Parker, Wayne & Kent Limited, including but not limited to CrowdedPR.
ii) “CrowdedPR” is a trading name of Parker, Wayne & Kent Limited.
iii) “Subscriber” is any legal personality or individual if different that expresses willingness to enter a contract with Parker, Wayne & Kent Limited by registering their details with CrowdedPR.
iv) “Influencer” is a person or entity identified by Parker, Wayne & Kent Limited to the standard of its sole satisfaction and judgment that offers publicity or influence over others to the client. Influencers include but are not limited to journalists, bloggers, vloggers, politicians, campaigners, broadcasters, or other person that Parker, Wayne & Kent Limited, in its sole satisfaction and judgment, deems influential.
v) The “Committed Budget” is the amount of money a Subscriber agrees to pay Parker, Wayne & Kent Limited in advance for services.
vi) A “Relevant Action” is when Parker, Wayne & Kent Limited identifies to the standard of its sole satisfaction and judgment an Influencer that is interested in receiving information about, relevant to or connected to a Subscriber, and subsequently sends such information to that influencer.
vii) “Action Fee” is the fee a Subscriber agrees to pay when placing an order through the ecommerce functions available on www.crowdedpr.com and which a Subscriber authorises Parker, Wayne & Kent Limited to deduct from the Committed Budget on taking a Relevant Action
viii) A “Relevant Result” is an outcome that follows a Relevant Action, including but not limited to a request for further information, photographs, interviews, publishing or broadcast of a Subscriber’s information.
ix) “Result Fee” is the fee a Subscriber agrees to pay when placing an order through the ecommerce functions available on www.crowdedpr.com and which a Subscriber authorises Parker, Wayne & Kent Limited to deduct from the Committed Budget on the occurrence of a Result.
i. Parker, Wayne & Kent Limited is trading as (“t/a”) CrowdedPR.
ii. These terms and conditions will apply to and govern all contracts under which Parker, Wayne & Kent Limited, its affiliates, subsidiaries, agents or contractors acting on its behalf – including but not limited to CrowdedPR – agree to supply goods and services, and shall prevail over any Terms and Conditions of any and all Subscribers, whether referred to in Subscribers’ orders, or in correspondence and elsewhere, or implied by Trade Custom practice or course of dealing. Any purported provisions to the contrary are hereby excluded or extinguished. No variation of these Terms and Conditions shall be effective unless previously agreed in writing.
iii. These Terms and Conditions can be changed by Parker, Wayne & Kent Limited at any time without prior notice, although such changes will not apply to Agreements previously agreed by Parker, Wayne & Kent Limited accepting an order from a Subscriber. It is therefore essential that Subscribers save and/or print a copy of the Terms and Conditions displayed on this page at the time they place an order to be aware of the Terms and Conditions applying to the agreement to deliver their order.
iv. An agreement exists between Parker, Wayne & Kent Limited and a Subscriber when that Subscriber is sent a receipt for their order.
3) Becoming a Subscriber
i) Subscribers agree that they have full authority to enter into Contracts on the behalf of themselves and their employers’ behalf, including with Parker, Wayne & Kent Limited.
ii) On submitting details via the sign-up form at www.crowdedpr.com, the legal personality or the individual named on the sign-up form if different, becomes a Subscriber to CrowdedPR, and agrees to these terms and conditions.
4) Goods and Services
i) The goods and services offered by Parker, Wayne & Kent Limited include but are not limited to: publishing of Subscriber press releases; creation and hosting of webpages for Subscribers’ news information; drafting information for Influencers; Relevant Actions; and Relevant Results.
ii) The adequacy and fitness for purpose of Relevant Actions and Relevant Results are determined at the sole satisfaction and judgment of Parker, Wayne & Kent Limited.
iii) Subscribers warrant that they are using CrowdedPR’s goods and services for purposes related to their trade, business or profession.
iv) CrowdedPR’s goods and services are constantly being developed, updated and added to. Unless explicitly stated otherwise, any new features that augment or enhance the current goods and services, including the release of new tools and resources, will be subject to these Terms and Conditions. Parker, Wayne & Kent Limited reserves the right to alter the presentation of products, goods and services and the prices charged at any time.
v) Parker, Wayne & Kent Limited makes all reasonable effort to ensure its goods and services are available at all times, including outside normal office hours. However Parker, Wayne & Kent Limited cannot accept responsibility for inability to access the goods and services due to any party or third party’s equipment failure, software failure, system downtime due to maintenance or development or congestion/failure of the Internet.
vi) Due to the frequency of personnel changes in the media industry, the media agenda, the public’s interest and the nature of the media industry, Parker, Wayne & Kent Limited has no responsibility whatsoever for inaccuracies in Influencer’s information nor Influencers’ failure to deliver Relevant Results.
vii) The interconnected and global nature of commerce, the media, society and publicit means CrowdedPR cannot restrict Relevant Actions and Relevant Results to any geography, media title, market or industry. Subscribers’ accounts will be have credits and fees deducted for Relevant Actions and Relevant Results occurring in any geographic location, market, publication or event whatsoever.
viii) Subscribers acknowledge that Parker, Wayne & Kent Limited may establish general practices and limits concerning use of the goods and service and may modify such practices and limits from time to time without notice.
ix) Title to all goods and material delivered by Parker, Wayne & Kent Limited in pursuit of a contract including but not limited to any writing, designs, presentations, proposals and creative ideas, shall only pass to Subscribers upon payment in full of the price therefore, together with all other sums owing or due to Parker, Wayne & Kent Limited, whether under contract or otherwise. Until such payment Subscriber shall store the goods in such a way as to show that they are the property of Parker, Wayne & Kent Limited, provided that Subscribers may sell and deliver the goods to a third party in the ordinary course of Subscribers’ business, on condition that until such payment as aforesaid Subscribers shall hold all proceeds of such sales in trust for Parker, Wayne & Kent Limited. Subscribers hereby assign all rights and claims which Subscribers may have against their own customers, arising from such sales to third parties until payment is made in full as aforesaid. Where the goods, or any element of same, are combined by Subscribers with other such items or materials, the resulting items may be deemed to be the property of Parker, Wayne & Kent Limited, subject to and in accordance with the terms aforesaid.
x) Risk in all goods or material passes upon delivery to Subscribers’ premises or to Subscribers’ vehicle. Provided that Parker, Wayne & Kent Limited shall retain copies pending confirmation of safe receipt, where materials are transmitted electronically, risk will be deemed to have passed to Subscribers, upon the moment of transmission.
5) Ownership of Copyright
i) Copyright of all material originated by Parker, Wayne & Kent Limited, either in the form of pre-contract documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information, remains vested in Parker, Wayne & Kent Limited. Upon payment in full, Subscribers shall have an irrevocable but non-exclusive license to use the material throughout the world for all purposes for the full period of copyright, and, so far as permissible, in perpetuity.
ii) Subscribers will not before termination of this contract make any use in or outside the United Kingdom of materials originated by Parker, Wayne & Kent Limited except with Parker, Wayne & Kent Limited’s consent. If a Subscriber so requests and provided that all obligations arising from any contract (including those relating to any period of notice) have been complied with, Parker, Wayne & Kent Limited will assign to Subscribers on termination of contracts between them such copyright and other rights throughout the world in any materials as may be vested in Parker, Wayne & Kent Limited and capable of assignment.
iii) Parker, Wayne & Kent Limited shall, however, retain the copyright in any material contained in any presentation, whether made in competition with any other agency or not, in the event of Parker, Wayne & Kent Limited’s presentation being unsuccessful.
iv) All information or material supplied to Parker, Wayne & Kent Limited by Subscribers in furtherance of the execution of any contract, will be deemed to be Subscribers’ copyright unless stated otherwise.
v) Should Parker, Wayne & Kent be unsuccessful in attaining a contract with Subscribers after making a proposal and Subscribers wish to make use of any of the material, information, concepts, ideas and proposals within the documents and materials supplied by Parker, Wayne & Kent Limited, Subscribers may approach Parker, Wayne & Kent Limited who shall give requested permissions for a fee.
6) Fees and Payment
i) Fees charged in any quotation are exclusive of VAT, unless otherwise stated.
ii) All fees are subject to VAT at the percentage rate applicable at the date of invoice.
iii) Fees are determined by the figures stated on the ecommerce facilities found on www.crowdedpr.com at the time of Subscribers’ order, or oral agreement subsequently confirmed by Parker, Wayne & Kent Limited or its subsidiaries or agents in writing.
iv) Unless the parties agree in person, all orders for CrowdedPR’s services must be placed through the ecommerce facilities found on www.crowdedpr.com, and are limited to the products and services available at the date of order, unless otherwise arranged with Parker, Wayne & Kent Limited in advance.
v) All payments from Subscribers are due in advance and immediately.
vi) Transaction failure and other non-payment may result in suspension of service. Suspension of service does not nullify Subscribers’ contractual obligations.
vii) Subscribers agree and commit to spending a Committed Budget with Parker, Wayne & Kent Limited by placing an order through the ecommerce functions at www.crowdedpr.com, unless otherwise arranged with Parker, Wayne & Kent Limited in advance.
viii) When Parker, Wayne & Kent Limited takes a Relevant Action, Subscribers authorise Parker, Wayne & Kent Limited to deduct an agreed Action Fee from the Committed Budget.
ix) Subscribers authorise Parker, Wayne & Kent Limited to deduct an agreed Result Fee from the Committed Budget when it achieves a Relevant Result.
x) No refunds or guarantees are available for any services billed on a monthly basis.
xi) Only if the Subscriber has purchased pre-paid credits in advance and only if after 24 full calendar months from the date a Subscriber placed an order in accordance with item 4)iv) above that Subscriber’s account with CrowdedPR is in credit by any amount, that Subscriber is entitled to a refund of that amount on request.
xi) Should an escalation in services from Parker, Wayne & Kent Limited be required by Subscribers the fees and/or budget will be renegotiated.
xii) Any costs incurred associated with Subscribers’ requirements will be agreed in advance with Subscribers.
xiii) Where suppliers require payment in advance or at various stages of production or where Parker, Wayne & Kent Limited deems the amount of such payment to be significant, Subscribers agree to pay interim invoices in respect of such services immediately on presentation.
xiv) Parker, Wayne & Kent Limited understands and will exercise its statutory right to claim interest and compensation for debt recovery costs under late payment legislation if any invoice is not paid according to the agreed credit terms.
xv) If any account shall not be paid when due Parker, Wayne & Kent Limited may suspend further work for Subscribers until payment is made. Subscribers shall meet or indemnify Parker, Wayne & Kent Limited against all extra costs or liabilities which may arise as a result.
7) Account Management
i) Subscribers authorise Parker, Wayne & Kent Limited to deduct Action Fees and Result Fees from the Committed Budget only on the occurrence of Relevant Actions and Relevant Results.
ii) Subscribers accept that due to numerous factors outside of Parker, Wayne & Kent Limited’s control, including but not limited to the demands of Influencers’ agenda and the competition for Influencers’ attention, Parker, Wayne & Kent Limited offers no guarantees or warranties that:
(1) Any Relevant Action will ever take place;
(2) Any Relevant Action will take place within Influencers’ timescales;
(3) Parker, Wayne & Kent Limited will be the first and only entity taking Relevant Actions;
(4) Relevant Actions won’t be taken by and on behalf of Subscribers’ competitors;
(5) Any Relevant Result whatsoever will follow a Relevant Action;
(6) Any Relevant Result will exclude Subscribers’ competitors;
(7) Any Relevant Result will only result in the intended result.
iii) Subscribers take full responsibility for the quality and accuracy of information supplied to both Parker, Wayne & Kent and to Influencers. Subscribers agree to provide true, accurate, current and complete information about themselves. If a Subscriber provides any information that is untrue, inaccurate, not current or incomplete, or Parker, Wayne & Kent Limited has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Parker, Wayne & Kent Limited has the right to suspend or terminate that Subscriber’s account and refuse any and all current or future use of the goods or services or any part thereof.
iv) Parker, Wayne & Kent Limited will not be held responsible for email delivery failures that may occur due to third party anti-spam and anti-virus filtering techniques or other technical failures. Subscribers agree that Parker, Wayne & Kent Limited has no responsibility or liability for the deletion, corruption or failure to post, store and/or forward any messages or other content.
v) Subscribers take total responsibility and shall bear all consequences for any failure to immediately respond to a request for further information from an Influencer or Parker, Wayne & Kent Limited.
vi) Subscribers have no right or duty to approve Relevant Actions before or after they are taken by Parker, Wayne & Kent Limited and Subscribers give full authority to Parker, Wayne & Kent Limited to take Relevant Actions on its own initiative and at its sole satisfaction and judgment.
vii) Placing an order via the ecommerce facilities at www.crowdedpr.com will be Parker, Wayne & Kent Limited’s authority to take Relevant Actions.
viii) Subscribers must set in place appropriate procedures to ensure that Parker, Wayne & Kent Limited can advise upon appropriate responses to enquiries received by Subscribers from the media.
ix) Subscribers undertake to provide Parker, Wayne & Kent Limited with all reasonable assistance in the execution of any contract, including access to Subscribers’ staff, premises, in-house resources and materials, as required. Subscribers also undertake to divulge to Parker, Wayne & Kent Limited all intellectual, financial and market information which is both necessary and within its power to obtain – whether in the public domain or not – for the satisfactory execution of any contract.
x) Subscribers have no right to access Parker, Wayne & Kent Limited’s databases, information sources, contacts, leads, influencers, or any other data whether wholly-owned by Parker, Wayne & Kent Limited or provided to them by third parties.
7) Liability and Indemnity
i) Subscribers will indemnify Parker, Wayne & Kent Limited, its staff, contractors or its agents for any loss or damage suffered or incurred as a result of failure to obtain any necessary license or consent to enter any premises, or premises or access thereto being unsafe or unsuitable, or any failure of Subscribers to comply with any conditions imposed by any other party.
ii) Parker, Wayne & Kent Limited shall not be liable for any delay in or omission of a Relevant Action or Relevant Result or any error in any materials in the absence of default or neglect on its part.
iii) Subscribers take full responsibility for the content of all materials, plans, research or information of any kind provided to Parker, Wayne & Kent Limited.
iv) In no event will Parker, Wayne & Kent Limited be liable for damages of any kind, including but without limitation to, direct, incidental or consequential damages (including, but not limited to, damages for lost profits, revenues or investments) arising out of the use of materials, plans, research or information of any kind provided by Parker, Wayne & Kent Limited.
v) Subscribers indemnify Parker, Wayne & Kent Limited against any loss Parker, Wayne & Kent Limited may incur as a result of any civil claims or proceedings brought against Parker, Wayne & Kent Limited based on any materials, plans or research and other work prepared for Subscribers by Parker, Wayne & Kent Limited which has been approved by Subscribers either orally, in writing or electronically before publication.
vi) Parker, Wayne & Kent Limited shall under no circumstances be liable in contract or otherwise for any loss, damage, expense or injury of any kind whatsoever consequential or otherwise, arising in connection with the execution of any contract or the use or failure of the goods supplied or any defect in them, or from any other cause whether or not due to the acts or omissions of Parker, Wayne & Kent Limited, its staff, contractors, or its agents, in excess of a contract’s invoice value.
vii) Parker, Wayne & Kent Limited shall not be liable to Subscribers for any loss or damage which may be suffered by Subscribers as a result of the delivery of goods, materials or the execution of a contract being delayed prevented hindered or made uneconomic by reason or circumstances or events beyond Parker, Wayne & Kent Limited’s control including, but not limited to:
(a) Act of God or riot, strike, lock-out, trade dispute, labour disturbance, restriction or ban on overtime, accident, fire, flood or storm difficulty or increased expense or
(b) Failure by Subscribers to give adequate instructions or supply the necessary information in due time or
(c) Failure by any third-party to carry out their part of the work or otherwise perform their obligations when required.
i) Parker, Wayne & Kent Limited undertakes not to divulge, and to otherwise take all reasonable measures to keep secure, information which Subscribers has passed to it, and which have been identified to it by Subscribers as confidential and not otherwise already in the public domain. However, Parker, Wayne & Kent Limited retains the right, and at its discretion, to circulate said information to associates or subcontractors, so as to enable them to complete tasks assigned to them in connection with the execution of a Subscriber’s contract.
ii) Subscribers undertake not to divulge, and to otherwise take all reasonable measures to keep secure, information that Parker, Wayne & Kent Limited has passed to it, and which have been identified to it by Parker, Wayne & Kent Limited as confidential and not otherwise already in the public domain. Should Subscribers wish to circulate information to associates or subcontractors, prior written permission must be sought from Parker, Wayne & Kent Limited.
iii) All material originated by Parker, Wayne & Kent Limited, either in the form of pre-contract documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information is covered by this confidentiality clause.
i) It is necessary for Parker, Wayne & Kent Limited to notify journalists that it is working for Subscribers.
ii) Subscribers consent to Parker, Wayne & Kent Limited, for its own publicity, drafting and promoting marketing collateral which reference Subscribers, including materials for the media.
iii) Subscribers shall not be billed for activity which is exclusively for Parker, Wayne & Kent Limited’s own marketing purposes.
iv) Parker, Wayne & Kent Limited shall seek Subscribers’ approval of the content of its written and printed marketing materials that reference Subscribers. The deadline for approval shall be three months.
v) Subscribers will not unreasonably withhold approval of such materials. Confidentiality or commercial sensitivity shall not on their own be considered reasonable grounds to withhold approval of such materials.
vi) Failure to request amendments to the aforesaid marketing collateral within three months will be taken as approval of the marketing collateral for use by Parker, Wayne & Kent Limted.
i) All claims in respect of services, materials, goods or non-execution of any contract are to be made in writing and received by Parker, Wayne & Kent Limited no later than thirty (30) days of the date of completion or delivery to Subscribers, Subscribers’ premises or Subscribers’ vehicle, or in the case of electronic transmission, from the date of transmission.
i) Any waiver by Parker, Wayne & Kent Limited of any breach of any term of any contract and these terms and conditions shall not prevent the subsequent enforcement of that term, and shall not be deemed to be a waiver of any subsequent breach, and shall not constitute a variation of the condition.
12) Notices and Termination
i) Without prejudice to any remedy a party may have, any contract may be terminated by either party by giving the other party 60 days’ written notice.
ii) In the event of termination of any contract for whatever reason, Subscribers will be responsible for all Fees due to Parker, Wayne & Kent Limited and expenses and disbursements incurred by Subscribers up to and including any notice period.
iii) Any notice hereunder shall be deemed to have been duly given if sent pre-paid first class post or electronic transmission to the party concerned at its last known address.
iv) Either party may terminate a contract forthwith in any of the following events.
a) If the other commits a material breach of any of the terms of contract
b) If the other commits any breach (other than a material breach) of a term of contract and has failed to make good such breach within fourteen days of being required in writing to do so.
v) Parker, Wayne & Kent Limited may give written notice to terminate a contract forthwith if a Subscriber has failed to pay an account within fourteen days of the despatch of a reminder that it is overdue for payment.
i) This contract and all Terms and Conditions shall be governed and construed in accordance with the laws of England, and the parties hereby submit to the jurisdiction of the English Court.