Any agreement for us to provide our services to you is under the following general terms
unless modified by mutual agreement.

1. Proposals, ideas and concepts submitted before or after a formal agreement has been
reached for the provision of our services are available only for specific public relations
programmes implemented by Bergmans and shall not be used for any other purpose without
Bergmans’ written authority.
In the event that a potential client requesting proposals of any nature decides not to appoint
an external public relations consultant, it is understood that Bergmans will charge the
potential client for the cost of time and materials incurred in formulating and submitting
proposals, and such charges (including VAT) will be payable within 14 days, after which time
clause 12 shall apply.
Where no programme is agreed, the original ideas and concepts are protected by the law of
confidentiality and copyright. They may not be communicated to third parties or copied or
reproduced by any means without Bergmans prior consent, and if so requested the potential
client or clients shall return all copies to Bergmans post paid.

2. Co-operation
Bergmans will co-operate fully with the Client and take the initiative in
offering advice and services. The Client agrees to assist Bergmans in the performance of
these duties by making available to Bergmans all relevant information.

3. Consultancy status
Bergmans acts in all contracts as a principal at law.

4. Exclusivity
Bergmans will not represent conflicting or competing interests without prior
agreement with the Client, who will also advise Bergmans of any intention to engage or use
internal or external marketing/communications consultancy services other than those already
advised.

5. Disbursements and expenses
Bergmans' fee shall be exclusive of the following
disbursements and expense items relating to the programme:
a. Accommodation and subsistence
b. Advertising artwork and mechanical items
c. Design, artwork and print
d. Direct mail
e. Entertainment
f. Exhibition and display materials
g. Film production
h. Market research
i. Media monitoring (radio, television and press)
j. Messenger services
k. Photography, digital reproduction and/or prints
l. Postage, telephone and facsimile transmissions (bulk only)
m. Special events, meetings, conferences etc
n. Travel except between Bergmans and Client.
Since our reputation is at stake with suppliers, itt is our normal practice for all materials and services
purchased from third party individuals, companies or organisations to be charged at cost plus a
handling charge of 17.65%. Travel is charged at a mileage rate based on that paid by local authorities,
first class rail travel or air fare as appropriate. News release distribution costs (mail or fax) will be
charged without further reference upon receipt of approval of news release. Payment of all bought in
costs shall be in accordance with Clause 12 below, unless we have asked to be put in funds in advance.

6. Approvals and authority.
After obtaining general approval of campaign or project plans,
Bergmans will submit to the Client for specific approval as required:
i. Draft press releases, articles and photographs
ii. Copy, layouts, artwork and scripts
iii. Cost estimates of the various items in the programme
Written or oral approval by the Client of drafts or distribution will be taken by Bergmans as
authorisation to proceed to publication, and such approval will be taken as authorisation to
enter into contracts with suppliers on the basis of estimates submitted. Bergmans will take all
reasonable steps to comply with any requests from the Client to amend, halt, reject or cancel
work in preparation, insofar as this is possible within the terms of its contractual obligations to
suppliers. Bergmans will implement amendments or cancellations only on the understanding
that the Client will be responsible for any costs or expenses incurred prior to, or as a result of,
the cancellation or amendment and which cannot be recovered by Bergmans.

7. Copyright
The copyright in all proposals, ideas, artwork, copy and other work produced by or assigned to
Bergmans rests with Bergmans, unless duly assigned under the Copyright Design and
Patents Act 1988. On payment by the Client of the relevant Bergmans' fees and charges in
full, any copyright lawfully assigned by subcontractors and their representatives to Bergmans
and Bergmans' own copyright may be assigned to the Client, unless other arrangements are
made.

8. Confidential information
Bergmans acknowledges its duty not to disclose without client
permission during or after the term of appointment, any confidential information. The Client in
turn acknowledges Bergmans' right to use any general intelligence regarding Client products
or services gained during its appointment. It should be noted that our Chairman, Robin Ashby, is a pass-holder in the House of Lords. Under the rules of Parliament it will therefore be a requirement for him to make a declaration of any contractual relationship.

9. Insurance
a. Professional indemnity
The Client shall indemnify, and keep indemnified, Bergmans against any and all proceedings,
claims, damages, losses, expenses or liabilities which Bergmans may incur or sustain as a
direct or indirect result of, or in connection with, any information, representation, reports, data
or material supplied, prepared or specifically approved (as described in paragraph 5) by the
Client, particularly in relation to proceedings under the Trade Descriptions Act 1968. Such
material shall include news releases, articles, copy, scripts, artwork, detailed plans and
programmes in whatever form.
b. Client's property
Goods or information made available by the Client to Bergmans for the purposes of
demonstration or publicity, or for any other purpose arising from, or in connection with this
agreement, shall be and at all times remain at the sole and entire risk of the Client, and
Bergmans shall not be the subject of any liability for it.

10.Disputes
In the unlikely event of a dispute between the Client and Bergmans, and if it is
the wish of both parties, the President of the Institute of Public Relations (IPR) will be
requested to examine any evidence provided and make recommendations for resolving the
disagreement.

11.Payment in foreign currency
The Client should note the need for clear agreement on terms when payment in foreign currency,
or at rates of exchange ruling at any given time, are involved.

12. Payment
The two fundamental principles on which the Bergmans/Client financial relationship
is based are:
i. Bergmans shall finance its own operations, but not costs incurred on behalf of its clients.
ii. As principal at law, Bergmans is held by suppliers as solely liable for payment on goods
and services it orders even if they are on behalf of clients. It is, therefore, essential that
Bergmans is paid by the Client in good time to pay its suppliers.
In the event of non-payment or late payment we reserve the right to charge interest on
outstanding amounts in accordance with the Late Payment of Commercial Debts (Interest)
Act 1998, i.e. 8% over Bank of England base rate, plus an administration fee ranging from
£40 to £100, plus any other remedies granted by law. We reserve the right to be put in funds
if we consider any financial commitment incurred on your behalf is excessive.
It may be more convenient for clients to make payments by standing order or BACS.
Unless otherwise agreed fees will be invoiced quarterly in advance, expenses at the end of
the month in which they are incurred and hours in excess of agreed targets at the end of the
agreed period, each being due for payment within 28 days. Bergmans reserves the right to
negotiate a revised fee structure if the client changes its requirements so as to involve
changes in the agreed workload during the period of this agreement. The parties will agree to
any additional compensation payable to Bergmans in the event that detailed creative or other
work for a future programme or project prepared by Bergmans at the request of the Client
during the period of this agreement are subsequently implemented in whole or in part by the
Client or his agent. This clause shall also apply to any PR proposals made by Bergmans prior
to engagement.

13. Notice period
Bergmans' engagement could be terminated at two months notice during the first
six months. This is to avoid new clients being locked into agreements in which they do not
want to stay but also allows us some time to establish a working relationship. Bergmans feel
that within six months such a contingency, if it arose, would become obvious, and so the
contract would become an annual one renewable by conduct. In the event of termination of
this agreement, for whatever reason, the Client will be responsible for fees due to Bergmans
including costs, expenses and disbursements incurred by Bergmans on behalf of the Client
up to and including any notice period. Invoices duly rendered and unpaid after three months
will give Bergmans the right to cancel the contract forthwith without prejudice to outstanding
liabilities, including interest as per Clause 12.

14.Employment poaching
It is agreed that neither Bergmans nor the Client will offer
employment to employees of the Client or Bergmans during the period of the contract or
within 6 months of its cessation. In the event of such conduct, the Client shall be liable to
pay Bergmans a fee equivalent to 25% of the gross annual salary offered to that employee.

15.Waiver
The failure by either the Client or Bergmans to enforce at any time or for any
period any one or more of the terms of conditions of any contract between them shall not be a
waiver of them or of the right at any time thereafter to enforce all terms and conditions of that
contract.

16. Force majeure
Both the Client and Bergmans will be released from their respective
obligations in the event of national emergency, war, prohibitive governmental regulations or if
any other cause beyond the reasonable control of the parties renders performance of any
contract between them impossible, and whereupon all money due to either of the parties shall
be paid immediately.