Talacom Limited trading as Elan- Standard Terms of Business

1. Definitions

• The Client – COMPANY NAME
• The Consultancy – Talacom Limited trading as Elan
• 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 the same. The Consultancy has a right to charge for any additional expenses incurred due to changes requested by the Client after the work or instruction of suppliers has been agreed.
3.4 Sales Tax (VAT) is not part of the annual budget, but it will be charged when due, including where it has been charged by suppliers to the 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 the 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 the cancellation or amendment which cannot be recovered by the Consultancy. For the avoidance of doubt the Consultancy shall not be required to commence any court or other legal proceedings to 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 the public domain or which comes to be in the public domain (other than by breach of this clause)
• 7.2.2 was lawfully known to the Consultancy before being received in the course of this work
• 7.2.3 was lawfully acquired by the Consultancy after the duration of this work, from a third party who is not bound by any obligation of confidentiality to the Client; and
• 7.2.4 is required to be disclosed by law or any other regulatory authority or under the rules of any competent 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 honouring 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 chargeholder 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 the fault or negligence of the Client, the aggregate liability (including by way of indemnity) of each party in respect of all matters arising from the work shall be limited in any calendar year to £150,000;
• 9.3.3 the termination will not affect any provisions in the Standard Terms which are expressed to have effect after termination;
• 9.3.4 the termination will not affect the rights of either the Client or the Consultancy in respect of prior breaches of the Standard Terms;
• 9.3.5 the Consultancy will return all of Client’s property.

9.4 If the work is terminated and provided the Client has materially complied with its obligations as detailed in the Standard Terms, the Consultancy will co-operate with the Client so far as practicable in enabling the Client to take over any contracts and arrangements with third parties and will transfer to the Client any 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 the Services.

11.4 The Consultancy may use the 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 the work within the timeframe specified. “Best efforts” shall mean the application of all reasonable skill, diligence, and resources that a competent and experienced agency would ordinarily apply under similar circumstances. The Client recognises that factors, including those outside the Consultancy’s control, shall not give rise to termination or a claim, provided the Consultancy has acted in good faith.

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

11.7 The Client agrees that it shall not for the duration of the work or during a 12-month period thereafter, without the prior written consent of the Consultancy, engage, employ or otherwise solicit for employment whether directly or indirectly, any person who during the currency of the work was an employee or contractor of the Consultancy. To the extent that the Consultancy:

• 11.7.1 consents to any such employment or contract, the Client shall pay the Consultancy a recruitment fee equal to 25% of the gross annual package or fees (including any quantifiable bonuses or incentives and annualised if necessary) paid by the Consultancy to the individual concerned in the previous 12 months (“Gross Package”);
• 11.7.2 does not consent to any such employment, the Client shall, on written demand from the Consultancy, pay the Consultancy a recruitment fee equal to 100% of the Gross Package in the previous 12 months of the member of staff or freelance contractor concerned; and such amount shall be payable within 30 days of commencement of such person’s appointment by the Client.

11.8 Any dispute shall first be resolved through good faith negotiation. If unresolved, it shall be referred to arbitration under the Arbitration Act 2025.

11.9 The Consultancy’s total liability under this agreement shall not exceed the total fees paid under the relevant Statement of Work and excludes indirect or consequential losses, loss of profit, revenue, or anticipated savings and third-party claims unless caused by the Consultancy’s gross negligence or wilful misconduct.

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.