Inter Regional Public Relations Ltd (trading as FOUR)

Registered in England & Wales

 

These Terms of Business ("Terms") govern the relationship between Inter Regional Public Relations Ltd, trading as FOUR ("the Agency", "we", "us", "our"), a company registered in England & Wales, and any client, company, or individual ("the Client", "you", "your") who engages the Agency for services. By instructing the Agency or signing a Statement of Work, Letter of Engagement, or Proposal, the Client agrees to be bound by these Terms.

These Terms, together with any applicable Statement of Work ("SOW") or Letter of Engagement ("LOE"), form the entire agreement between the Agency and the Client. In the event of any conflict, the SOW or LOE shall take precedence over these Terms.

 

1. Definitions
 

In these Terms, the following definitions apply:

• "Agency" means Inter Regional Public Relations Ltd (T/A FOUR), registered in England & Wales.

• "Client" means the individual, company, or organisation engaging the Agency for services.

• "Services" means the marketing, communications, design, digital, PR, content, and/or media planning and buying services agreed between the parties.

• "Deliverables" means the final, completed outputs provided to the Client as specified in the relevant SOW or LOE.

• "Source Assets" means all raw, editable, or intermediate files, materials, data, templates, code libraries, design source files (including but not limited to .ai, .psd, .fig, .sketch, .indd, .xd formats), font files, scripts, un-edited photography, video rushes, and any other working files created or used by the Agency in the production of Deliverables.

• "Agency IP" means all intellectual property rights subsisting in Source Assets, methodologies, tools, templates, processes, and pre-existing materials owned or developed by the Agency.

• "Background IP" means any intellectual property owned by a party prior to the commencement of a project, or developed independently of a project.

• "Fees" means the charges payable by the Client for the Services as set out in the relevant SOW, LOE, or Proposal.

• "SOW" means a Statement of Work setting out the scope, deliverables, timeline, and fees for a specific project.

• "Retainer" means a recurring engagement agreement under which the Agency provides an agreed scope of services over a defined period.

 

2. Engagement & Scope of Services
 

2.1  The Agency will provide the Services as described in the relevant SOW, LOE, Proposal, or Retainer agreement. Any work outside the agreed scope will require a written change request and may result in additional fees.

2.2  The Agency offers services including, but not limited to: brand strategy and design, digital and web development, PR and content creation, and media planning and buying. The specific services applicable to each engagement will be set out in the relevant SOW or LOE.

2.3  The Agency will perform the Services with reasonable skill and care, in accordance with industry standards. The Agency will notify the Client promptly of any matters likely to affect the delivery of Services.

2.4  The Client agrees to provide timely instructions, approvals, materials, and any other information reasonably required by the Agency to perform the Services. Delays caused by the Client may result in revised timelines and/or additional fees.

 

3. Intellectual Property Rights
 

3.1  Ownership of Deliverables
 

Upon receipt of full payment of all Fees due, the Agency assigns to the Client the intellectual property rights in the final Deliverables as agreed in the relevant SOW or LOE, to the extent that such rights are owned by the Agency and are capable of assignment.
 

3.2  Retention of Source Assets
 

Notwithstanding clause 3.1, the Agency retains full and exclusive ownership of all Source Assets. The Client is entitled only to the final agreed Deliverables and has no right, title, or interest in any Source Assets unless expressly agreed in writing and subject to a separate fee.

For the avoidance of doubt, Source Assets include but are not limited to:

• Layered design files, editable artwork files, and working templates

• Raw or unedited photography, video rushes, and audio recordings

• Codebase components, libraries, scripts, and development environments

• Copywriting drafts, intermediate content versions, and editorial notes

• Media planning data, research documents, and proprietary tools

• Any font files or licensed third-party assets incorporated in production
   

3.3  Agency Background IP
 

The Agency retains all rights in its Background IP, including any proprietary methodologies, tools, templates, frameworks, or processes used in the delivery of Services. Nothing in these Terms transfers any Background IP to the Client.

3.4  Client Background IP
 

The Client retains all rights in its own Background IP, including brand assets, trademarks, copy, and materials provided to the Agency. The Client grants the Agency a non-exclusive licence to use such materials solely for the purpose of delivering the Services.
 

3.5  Third-Party IP
 

Where third-party intellectual property (including stock imagery, licensed fonts, software, or content) is incorporated into Deliverables, the Client acknowledges that such rights remain with the respective third-party owners. The Client is responsible for ensuring compliance with any applicable licence terms for such third-party materials.

3.6  IP Prior to Full Payment
 

Intellectual property rights in Deliverables shall not pass to the Client until all outstanding Fees and expenses have been paid in full. Until such time, the Agency grants the Client a limited, revocable, non-exclusive licence to use any Deliverables provided, solely for the purpose for which they were commissioned.

 

4. Fees, Invoicing & Payment

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4.1  Fees will be set out in the relevant SOW, LOE, or Proposal. The Agency reserves the right to review and update its fee rates periodically, with reasonable written notice to the Client.

4.2  For project-based engagements, the Agency's standard payment structure is:

• 50% of the total project fee due upon commencement of work ("Commencement Invoice")

• Remaining balance payable in agreed milestone payments or upon delivery of final Deliverables

• Where milestones are agreed, these will be set out in the relevant SOW

4.3  For Retainer engagements, Fees are invoiced monthly in advance unless otherwise agreed in writing.

4.4  All invoices are payable within 30 days of the invoice date. The Agency reserves the right to charge interest on overdue amounts at a rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

4.5  All Fees are exclusive of VAT, which will be charged at the prevailing rate where applicable.

4.6  Out-of-pocket expenses (including travel, accommodation, print, postage, and third-party costs) reasonably incurred in delivering the Services will be invoiced to the Client at cost, unless otherwise agreed. The Agency will seek Client approval for expenses above an agreed threshold.

4.7  The Agency reserves the right to suspend work if invoices remain unpaid beyond 30 days from the due date, without liability to the Client for any resulting delays.

 

5. Third-Party Suppliers
 

5.1  Where the Agency engages third-party suppliers (including photographers, videographers, printers, developers, or specialist consultants) on the Client's behalf, the Agency will exercise reasonable care in selecting and briefing such suppliers.

5.2  Third-party costs will be passed on to the Client at net cost or with a reasonable handling fee, as set out in the relevant SOW. The Agency will seek written approval from the Client before incurring material third-party expenditure, unless as agreed in a SOW or LOE.

5.3  The Agency shall not be liable for the acts or omissions of third-party suppliers, provided reasonable care was taken in their selection. Any warranties or guarantees relating to third-party supplied goods or services shall be those offered by the relevant supplier.

5.4  Where the Agency procures media space, advertising placements, or other third-party services on the Client's behalf, the Client remains ultimately responsible for ensuring all content complies with applicable advertising standards, regulations, and guidelines.

 

6. Client Responsibilities & Approvals

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6.1  The Client shall provide accurate and timely information, materials, and approvals necessary for the Agency to deliver the Services. The Agency shall not be held responsible for errors or delays resulting from inaccurate or late information provided by the Client.

6.2  Where the Client is required to review and approve work, approval (whether written or by clear instruction) will constitute acceptance of that stage of work. Subsequent changes to approved work may be treated as additional scope.

6.3  The Client warrants that any materials, content, or assets provided to the Agency for use in delivering the Services do not infringe any third-party intellectual property rights, and the Client shall indemnify the Agency against any claims arising from such materials.

6.4  The Client is responsible for obtaining all necessary permissions, licences, and consents required for the publication or use of Deliverables in their intended context.

 

7. Confidentiality

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7.1  Both parties agree to keep confidential all information received from the other party that is marked as confidential or that would reasonably be considered confidential, and shall not disclose such information to any third party without prior written consent.

7.2  This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is required to be disclosed by law, regulation, or court order.

7.3  The Agency may engage employees, contractors, or sub-contractors in the delivery of Services on a confidential basis. The Agency will ensure such parties are bound by appropriate confidentiality obligations.

 

8. Use of Client Work for Promotional Purposes

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8.1  The Agency reserves the right to reference the Client's name and to feature Deliverables produced under these Terms in its own marketing materials, portfolio, case studies, award entries, new business presentations, and social media channels.

8.2  The Agency may identify the Client as a client of the Agency in its promotional activity without seeking prior written approval, unless the Client provides written notice requesting otherwise.

8.3  The Client may withdraw consent for use of specific Deliverables by giving written notice to the Agency, following which the Agency will cease using the specified materials within a reasonable period.

 

9. Limitation of Liability

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9.1  The Agency's total aggregate liability to the Client in respect of any claim arising out of or in connection with these Terms or the Services (whether in contract, tort, negligence, or otherwise) shall not exceed the total Fees paid by the Client under the relevant SOW or Retainer in the twelve months preceding the relevant claim.

9.2  In any event, the Agency's maximum aggregate liability shall be capped at £5,000,000 (five million pounds sterling), being the level of the Agency's professional indemnity insurance cover.

9.3  The Agency shall not be liable for: (a) any indirect, special, or consequential loss; (b) loss of profits, revenue, contracts, anticipated savings, or data; (c) any loss arising from the Client's failure to fulfil its obligations under these Terms.

9.4  Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other matter for which liability cannot be excluded or limited by law.

9.5  The Agency maintains appropriate professional indemnity and public liability insurance. Evidence of such insurance will be provided to the Client upon reasonable written request.

 

10. Term & Termination

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10.1  These Terms shall apply from the date the Client first instructs the Agency and shall continue until terminated in accordance with this clause.

10.2  Either party may terminate a Retainer engagement by giving not less than 60 days' written notice to the other party and in alignment to any specific Contract or Letter of Engagement.

10.3  Project-based engagements may be terminated by the Client on not less than 60 days' written notice, subject to payment of all Fees for work completed to the date of termination, and any committed third-party costs that cannot be recovered.

10.4  Either party may terminate these Terms with immediate effect by written notice if: (a) the other party commits a material breach of these Terms that is not remedied within 14 days of written notice; (b) the other party becomes insolvent, enters administration, or ceases to trade.

10.5  Upon termination, the Client shall pay all outstanding Fees and expenses up to the date of termination. The Agency shall deliver to the Client any completed Deliverables paid for in full. Source Assets shall remain the property of the Agency.

10.6  Clauses 3 (Intellectual Property), 7 (Confidentiality), 9 (Limitation of Liability), and 13 (Governing Law) shall survive termination of these Terms.

 

11. Data Protection

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11.1  Both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

11.2  Where the Agency processes personal data on behalf of the Client, the parties will enter into a Data Processing Agreement as required by applicable law. The Agency will process such data only in accordance with the Client's documented instructions.

11.3  Each party shall promptly notify the other of any actual or suspected data breach that may affect the other party's data or obligations under applicable data protection law.

 

12. Force Majeure

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12.1  Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, civil unrest, strikes, or failure of third-party infrastructure.

12.2  The party affected by a force majeure event shall notify the other party promptly and take all reasonable steps to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement on written notice.

 

13. Governing Law & Dispute Resolution

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13.1  These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England & Wales.

13.2  The parties agree to submit to the exclusive jurisdiction of the courts of England & Wales.

13.3  In the event of a dispute, the parties agree to attempt to resolve the matter through good-faith negotiation before initiating formal legal proceedings. Either party may request a formal mediation process as an alternative to litigation.

 

14. General

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14.1  Entire Agreement. These Terms, together with any applicable SOW, LOE, or Proposal, constitute the entire agreement between the parties and supersede all prior representations, negotiations, or agreements relating to the subject matter herein.

14.2  Variation. No variation to these Terms shall be valid unless agreed in writing and signed by authorised representatives of both parties.

14.3  Waiver. A failure to exercise or delay in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.

14.4  Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.5  Assignment. The Client may not assign, transfer, or sub-contract any of its rights or obligations under these Terms without the prior written consent of the Agency. The Agency may engage sub-contractors or freelancers in the performance of Services without requiring Client consent, provided appropriate confidentiality obligations are in place.

14.6  Notices. Any formal notice under these Terms shall be in writing and delivered by email with confirmation of receipt, or by recorded post to the registered address of the relevant party.