Terms & conditions

1.1In these Terms of Business the following definitions apply:
"Affiliate"means in relation to any company, any subsidiary or parent or holding company of such company or any other subsidiary of such parent or holding company, as such terms are defined under Companies Act 2006;
"Agency"means the agency identified in the Form of Agreement and any Affiliate of such agency;
"Client"means any person to which the Agency is Introduced by the RAR and which subsequently offers an Engagement to the Agency (including any Affiliate of the original client to which the Agency was Introduced and any third party to whom the Agency is introduced by the original client or its Affiliate);
"Database"means the database of advertising and marketing agencies maintained by the RAR;
"Engagement"means the engagement or use of the Agency by the Client (including any third party following an introduc- tion by the Client) on a permanent or temporary basis, for the provision of advertising, marketing or similar services;
"Introduction"means in relation to an agency (i) the passing to the Client of an agency profile; or (ii) the passing to the Client of a long-list or short-list of recommended agencies in response to a request for consulting services; or (iii) access to the Database; which in each case identifies the agency; and "Introduced" shall be interpreted accordingly;
"RAR"means Deansgate Publishing Limited a company registered in Scotland under number SC197906 with its registered office at Mercat Building 4th Floor 26 Gallowgate, Glasgow, G1 5Ab, trading as the Recommended Agency Register;
"Remuneration"means agency fees/income, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments and all other payments payable to or receivable by the Agency for services rendered to or on behalf of the Client in connection with the Engagement.
1.2Unless the context requires otherwise, references to the singular include the plural.
1.3The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
2.1The Terms & Conditions contain the entire agreement between the parties and unless oth- erwise agreed in writing by an authorised representative of the RAR, the Terms & Conditions prevail over any other terms of business or purchase conditions put forward by the Agency.
2.2No variation or alteration to the Terms & Conditions shall be valid unless the details of such variation are agreed between the RAR and the Agency and are set out in writing and a copy of the varied terms is given to the RAR stating the date on or after which such varied terms shall apply.
3.1The Agency agrees that the RAR may include on the Database such details relating to the Agency and the services provided by the Agency as the RAR considers relevant. The Agency shall be entitled at any time to see the information held on it by the RAR and to comment on that information. The RAR shall be entitled to take such account of the comments of the Agency as it in its sole discretion considers appropriate.
3.2The RAR may from time to time disclose to potential clients some or all of the details of the Agency as held on the Database, but is under no obligation to do so.
3.3The RAR may from time to time make offers of Engagement to the Agency on behalf of Cli- ents, but is under no obligation to do so. The Agency may accept such offers of Engagement but is under no obligation to do so.
3.4No fee shall be payable by the Agency until the Agency accepts an offer of Engagement made by a Client either via the RAR or directly to the Agency.
4.1Upon a successful appointment, the Agency shall pay RAR £450. For each Engagement which begins within twelve months of the commencement of the first Engagement, the Agency shall pay to the RAR 7% of the Remuneration invoiced by the Agency, for services provided by the Agency. This payment shall be made in accordance with, this Clause 4.2. Should no Engagement commence within 18 months of successful appointment, any subsequent Engagement between the Agency and the Client shall not result in payment of fees to RAR.
4.2The provisional fees shall be based on the Remuneration to be received by the Agency during the first year of the Engagement. A fee of £450 will be paid by the agency upon their appointment by a client introduced by RAR. 7% of Agency income will be paid to RAR in agreed instalments over the 12 month period. The agency will provide RAR with a monthly statement detailing income from a client introduced by RAR. RAR will issue an invoice for 7% of the agency's remuneration. The Agency shall pay each invoice within 30 days of the date of issue, irrespective of whether it has been paid by the Client.
4.3Should the agency fail to issue a monthly statement with payment RAR will invoice the same amount as invoiced in the previous month.
4.4The RAR reserves the right to charge interest on invoiced amounts unpaid from the due date until the date payment is received at the rate specified from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.5VAT will be charged on the fee if applicable.
5.1At any time during the term of initial Engagment or within 12 months thereafter, the RAR or its duly authorised representatives shall have the right to audit at all reasonable times and, upon request, take copies of the books and records of the Agency relating to any Client to ensure that the appropriate fees due under the Contract have been paid. The Agency will co-operate fully with any such audit and, if such audit reveals that sums due under Clause 4 have not been paid, will pay such sums immediately on request, together with simple interest at the rate set out in Clause 4.2 calculated from the date at which such payment should have been made until the date payment is received by the RAR.
6.1The RAR shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Agent arising from or in any way connected with the Introduction to or Engagement of the Agency by any Client or from the failure of the RAR to introduce the Agency to any Client. For the avoidance of doubt, the RAR does not exclude liability for death or personal injury arising from its own negligence.
7. LAW
7.1These terms and conditions are governed by the law of Scotland and they hereby submit to the exclusive jurisdiction of the Courts of Scotland.