Terms

By ‘us’ and ‘we’ we mean the company known as The Mustard Agency Limited and any trading names which we might assume. By ‘customer’ we mean any private or public individual, enterprise business or other entity making contact with us, or that we have contact with by
any means whatsoever.

Payment

Payment may be made by Cheque or Paypal only. Cheques to be made payable to The Mustard Agency Limited. Paypal account is pay@themustardagency.com.

All invoices to be paid within a maximum of 14 days from date of invoice unless otherwise stated. This is the date actually shown on the invoice we send to customers. Late payment of any invoice will incur a 2% late payment charge on any outstanding balance in our favour.

Preliminary work

All work carried out, whether experimentally or otherwise, at customers' request shall be charged unless otherwise stated.

Extra work involved due to circumstances at the customers' address or other circumstances beyond our control shall be charged at our standard rate. In situations where we feel that we cannot reasonably complete an order due to circumstances beyond our control, all work will be halted and work up to that point will be chargeable at our current standard rate.

An order or contract placement for goods and / or services will be deemed to have taken place upon:
• Verbal request and / or confirmation by telephone from the customer
• E – mail request received from the customer’s known E – mail address requesting goods or services
• Receipt by us, of an order form in either electronic / paper or any other available format from the customer.

Our liability

We shall accept no responsibility for illegal use of equipment supplied by us including but not limited to illegal copying of DVDs, CDs, or any other copyrighted material.

We shall not be held liable for any attacks from the Internet or other sources successful or otherwise, on customer’s computing or office equipment, software and networks howsoever caused. These may include but are not limited to, viruses, worms, Trojans, denial of service, ping of death ip – spoofing, spam, port scanning, theft of bandwidth or identity or any other type of computer based attack.

We also accept no responsibility for customers not maintaining or updating hardware or software based equipment supplied by us unless supplied as part of an ongoing maintenance agreement.

We shall not be held responsible for misunderstanding by the customer of our products or services. Where the customer has received a product or service from us, and that product or service has been provided to a satisfactory standard and is fit for purpose and as advertised by us, that product or service shall be in full and final fulfilment of that order and payment will become due without exception. Should the customer feel that the product or service is not fit for purpose they may be directed to follow our complaints procedure.

Disclaimer - as The Mustard Agency Limited trading as The Mustard Agency Limited or any other trading name disclaims to the maximum extent permitted by law all representations, warranties (express or implied) regarding products, services, quantities, pricing, software, information, published on our web site, in our buying guides or in any other form or location. Data is constantly updated and therefore is not necessarily accurate, current or complete. Provision of the products, services, software, information is on an "as is" basis. In particular we disclaim without limitation, warranties of merchantability, fitness for purpose, non infringement. We will not be held responsible for any copyright, patent or other infringement by customers using our services.

Data Protection

In line with the data protection act, we agree not to sell on or publish in any way, information about or provided by our customers

Our commitment to our customers.

We aim to be the premier supplier of computer services to customers.

We will provide superior customer service and endeavour to make our services the best there are. We will explain our products and services in plain English and not confuse or baffle the customer with technical language or jargon -like terminology.
We shall endeavour to meet the needs of the customer and do our very best to accommodate those needs, and to be prompt, friendly, proactive and helpful to the customer.

Disputes

Any legal dispute will be settled with applicable UK laws. UK law shall prevail in any and all dealing with us.
Complaints
Any complaints may be addressed to
The Mustard Agency Limited
4a Wilton Business Centre
Kingsway
Wilton
Salisbury SP2 0AH
All contracts are binding notwithstanding clauses within them.
We reserve the right to withdraw change or suspend any current offers or promotions at any time without notice.

Email Disclaimer

All e-mails, their contents and files transmitted with them are intended solely for the addressee(s) and may be legally privileged and/or confidential. Access by any other party is unauthorised without the express permission of the sender. If you received a message in error, you should not disclose, copy or use any part of it - please notify the sender and delete all copies immediately. The company accepts no liability for the content of any email sent from it, or for the consequences of any actions taken on the basis of the information provided, unless that information is subsequently confirmed in writing. All reasonable precautions are taken to ensure that no viruses etc. are present in the e-mails but the recipient should check the email and any attachments for the presence of viruses. The company accepts no liability for any damage caused by any virus transmitted by email.

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1. Introduction
1.1 These terms and conditions of business (“the terms”) govern every contract made between The Mustard Agency for the supply of graphic design, illustration, printing or goods and services to any person, firm, charity or company (“the client”).
1.2 The terms prevail over any written terms and conditions of the client.
1.3 Any variation to the terms must be agreed in writing by The Mustard Agency Ltd.
1.4 All contracts between The Mustard Agency and the client will be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
1.5 Separate Terms and Conditions of Business exist over dealings between The Mustard Agency and clients in respect of media relations, training services, journalism and public relations consultancy.

2. Price and payment
2.1 The client will pay The Mustard Agency the fixed fee or current list price charge – whichever is agreed at the time of instruction.
2.2 The Mustard Agency reserves the right to add interest to any account outstanding after 30 days up to the maximum permitted by legislation.
2.3 The Mustard Agency will invoice the client after 28 days if feedback is not received to progress the clients project.
2.4 Invoices from The Mustard Agency to the client for supply of goods or services should be paid in full within 30 days of the invoice date, by BACs or cheque.
2.5 The Mustard Agency reserve the right NOT to release final files until payment has cleared through its bank.
2.6 If the client does not have a credit account with The Mustard Agency , goods or services must be paid for on collection of the completed job.
2.7 The Mustard Agency reserves the right (without disclosing a reason) to demand payment for work on collection at any time.
2.8 The client will pay any expenses incurred by The Mustard Agency Ltd in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).

3. Ordering
3.1 Orders for work must be given in writing to The Mustard Agency Ltd by the client.
3.2 Not withstanding clause 3.1, if The Mustard Agency accepts a verbal order from the client The Mustard Agency will not be held responsible for any mistakes (made by either party) arising from that verbal order.
3.3 The Mustard Agency reserves the right to refuse to accept any order.

4. Estimates
4.1 All estimates given by The Mustard Agency will be valid for 28 days from the date of estimate.
4.2 If the client’s final order changes from the original specification made for the quotation, The Mustard Agency reserves the right to vary the estimate.
4.3 Estimates assume that the copy, text, pictures, graphs, pie charts, tables and other illustrations received from the client are final and require no further amendment.
4.4 The Mustard Agency will not touch up, improve or otherwise alter illustrations or graphs etc supplied by the client unless specifically requested to. Our hourly rates will apply in all such cases.
4.5 Estimates assume that there will be a maximum of two sets of proofs and amendments/corrections for all work. Excessive authors amendments (in excess of two sets of proofs/changes) will be charged out at our hourly rate.
4.6 Although we strive to work towards permanent working partnership with all of our clients, if we are asked to provide a competitive quote we will always seek to undercut a lower quote supplied by one of our competitors. All we ask is sight of the competing quote and any conditions which apply.

5. Turnaround times
5.1 It is up to the client to set themselves realistic timescales for the production of graphic design and/or printed work. As well as weekends, national holidays and the constraints of normal office hours, there are elements of the creative process which cannot be fast tracked (such as drying times, reprographics, folding, delivery times etc).
5.2 Where quoted, turnaround times are normal target times only and The Mustard Agency accepts no liability for failure to meet these times, but will always use its best endeavours to do so.
5.2 Where a client misses a time critical deadlines, this may result in their work missing printing slots booked on a client’s behalf. This will usually result in missed delivery deadlines. We will use our best endeavours to minimise the adverse impact of missed deadlines – but the onus is on the client to meet agreed deadlines in the first place.

6. Print finish
6.1 Unless stated by the client, The Mustard Agency will decide, at its discretion, which print finish to use (either semi-matt or gloss).

7. ADSL/ISDN/E-mail data transmission
7.1 The Mustard Agency will not accept responsibility for loss of earnings to the client for untransmissable ADSL/ISDN/E-mail data.
7.2 It is solely the responsibility of the client to ensure the receiving end of the ADSL/ISDN/E-mail transmission has an active compatible computer.
7.3 It is the responsibility of the client to ensure the correct ADSL/ISDN/E-mail address is given to The Mustard Agency.
7.4 The Mustard Agency prefers to receive date on CD disk, correctly formatted to our specification (please ring for details).

8. PDFs
8.1 It is the client’s responsibility to supply PDF documents set up ready to print and correctly formatted to our specifications (please ring for details).
8.2 The Mustard Agency cannot be held responsible for loss of earnings as a result of PDFs being incorrectly set up for print (low resolution etc).

9. Colour balancing and proofing
9.1 The Mustard Agency will, if requested by the client, scan images to a colour balance provided by the client by way of reference prints or Polaroid.
9.2 If no such request or reference material is provided by the client The Mustard Agency will scan and/or print images using its own judgement for colour balancing.
9.3 Clients need to be aware that when undertaking full colour printing using the CMYK printing system, it is difficult to guarantee exact colour matches with reference to Pantone colour numbers.
9.4 Clients are advised that pdf proofs, when viewed on screen or printed off, are not 100% colour accurate and there may be some variation in tone due to lighting effects, paper specification etc.
9.5 As a matter of course, the cost of 100% accurate Chromalin proofs are not included in The Mustard Agency estimates. To guarantee absolute piece of mind in respect of colour and picture quality, The Mustard Agency Ltd advises clients to allow the time and budget to enable us to provide full colour proofs in respect of landmark documents. Chromalin proofs should be requested when the artwork is signed off.

10. Uncollected work
10.1 If any items of work including prints and original files belonging to a client are not collected after 12 months of the requested work being done, The Mustard Agency Ltd reserve the right to dispose of such material.

11. Copyright, moral rights and consents
11.1 The Mustard Agency claims no copyright in material submitted to us for the purposes of fulfilling the clients instruction.
11.2 The client warrants that the client owns or controls all rights, has obtained all copyright, or has permissions, consents and waivers that as are now and hereafter required for all copying, processing, scanning, printing and manipulation to be undertaken by The Mustard Agency.
11.3 The client also warrants that no copyright or moral rights will be infringed by The Mustard Agency carrying out the requested work.
11.4 The client agrees to indemnify The Mustard Agency against all losses, damages, claims or expenses which The Mustard Agency Ltd may incur by virtue of any breach of the above warranties.
11.5 Clients should obtain the consent of any adult or, in the case of children, from the guardian or parent of the child, for the use, reproduction and/or printing of any
photograph featuring that person. The Mustard Agency cannot be held liable for any infringement of privacy, or any damages arising from, the use of such photographs.

12. Liability
12.1 The client must contact The Mustard Agency, concerning the details of any The Mustard Agency invoice, or any complaint, within 7 days of the date of the invoice. Letters of complaint should be on the client’s headed notepaper and signed on behalf of the client by a Director of the firm, charity or organisation.
12.2 Where it is mutually agreed that sub-standard work should be reprinted in whole or part, the client should arrange for all items to be returned, completely in unopened boxes.
12.3 The use by the client of any items which he/she regards as sub-standard will be deemed by The Mustard Agency as acceptance by the client that the item is fit for use and full repayment will be expected.
12.4 The Mustard Agency’s liability to the client or any other party for the loss including theft, or destruction or damage to any materials provided by the client which are deposited with The Mustard Agency for whatever reason;-
12.4.1 Will be limited to the replacement cost of the actual material and;
12.4.2 The Mustard Agency will not be liable for the cost of reshooting or reprinting the material contained on the material and;
12.4.3 The Mustard Agency will not be liable for any loss or damage to the client or any other party including loss of income and;
12.4.4 It is the clients responsibility to insure against such loss and damage.
12.5 The Mustard Agency will not be liable for failing to complete any contract between The Mustard Agency and the client due to circumstances beyond The Mustard Agency’ control including loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism.

13. Discounts
13.1 It is not the policy of the company to give discounts, refunds or partial refunds.

14. Charitable Giving Policy
14.1 The Mustard Agency has a corporate charitable giving policy. Generally it supports regular charitable clients where it enjoys the status of sole provider. Please ask for details.

15. Amendment
15. 1 These terms may be changes, amended or altered in part, or in full, without warning by The Mustard Agency. It is the responsibility of the client, and his/her staff, to read and understand these terms and conditions.

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1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).
Contract: the Customer's order and the Supplier's acceptance of it.
Customer: the person, firm or company who purchases Services from the Supplier.
Customer's Equipment: any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services.
Customer's Manager: the Customer's manager for the Project.
Deliverables: all Documents, products and materials developed by the Supplier in relation to the Specification Document in any form, including computer programs, data, reports and specifications (including drafts)
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
In-put Material: all Documents, information and materials provided by the Customer relating to the Services, including computer programs, data, reports and specifications.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Pre-existing Materials: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of this agreement including computer programs, data, reports and specifications
Project: the project as described in the Specification Document.
Services: the services to be provided by the Supplier under this agreement as set out in the Specification Document together with any other services which the Supplier provides or agrees to provide to the Customer.
Specification Document: the detailed specification describing the Project and setting out the estimated timetable and responsibilities for the provision of the Services agreed in accordance with condition 4.
Supplier: The Mustard Agency (Co. Regn. No. 4594531) and whose registered office is situate at 4a Wilton Business Centre, Kingsway, Wilton, Salisbury, Wiltshire, SP2 0AH
Supplier's Equipment: any equipment, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.
Service Provider: the service provider as recommended by the Supplier in the Specification Document.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.

2. APPLICATION OF CONDITIONS
2.1 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
2.2 The Customer's order, or the Customer's acceptance of a quotation for Services by the Supplier, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
(a) by a written acknowledgement issued and executed by the Supplier; or
(b) (if earlier) by the Supplier starting to provide the Services,
when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any order or other Document shall not govern this Agreement.
2.3 Quotations are given by the Supplier on the basis that no agreement shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.

3. COMMENCEMENT AND DURATION
3.1 The Services supplied under this agreement shall be provided by the Supplier to the Customer from the date of acceptance by the Supplier of the Customer's offer in accordance with condition 2.2
3.2 The Services supplied under this agreement shall continue to be supplied until the Project is completed in accordance with the Specification Document and, after that, shall continue to be supplied unless this agreement is terminated by one of the parties giving to the other not less than three months' notice, or as terminated in accordance with condition 12.

4. SPECIFICATION DOCUMENT
4.1 The Specification Document(s) shall be agreed in the following manner the Customer shall provide the Supplier with a request for a Specification Document, setting out the requirements and specifications of the services which it is requesting from the Supplier, including a description of what work is to be done, dates by which it is requested to be started and finished, Deliverables, In-put Materials, and such other information as the Supplier may request to allow the Supplier to prepare a draft Specification Document;
4.2 Once the Specification Document has been agreed, no amendment shall be made to it except in accordance with condition 7.

5. SUPPLIER'S OBLIGATIONS
5.1 The Supplier shall use reasonable endeavours to manage and complete the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Specification Document.
5.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Specification Document, but any such dates shall be estimates only and time shall not be of the essence of this agreement.

6. CUSTOMER'S OBLIGATIONS
6.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide, in a timely manner, such In-put Material and other information as the Supplier may request and ensure that it is accurate in all material respects;
(c) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Supplier's Equipment, the use of In-put Material and the use of the Customer's Equipment in relation to the Supplier's Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment] in all cases before the date on which the Services are to start;
6.2 If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
6.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

7. CHANGE CONTROL
7.1 The Customer's Manager and the Supplier's Manager shall meet as often as reasonably necessary to discuss matters relating to the Project. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.
7.2 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:
(a) the likely time required to implement the change;
(b) any variations to the Supplier's charges arising from the change;
(c) the likely effect of the change on the Specification Document; and
(d) any other impact of the change on the terms of this agreement.
7.3 If the Supplier requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.
7.4 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Specification Document and any other relevant terms of this agreement to take account of the change.
7.5 The Supplier may charge for its time spent in assessing a request for change from the Customer on a time and materials basis in accordance with condition 8.

8. CHARGES AND PAYMENT
8.1 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Specification Document. The total price shall be paid to the Supplier (without deduction or set-off) in instalments, as set out in the Specification Document. At the end of a period specified in the Specification Document in respect of which an instalment is due, the Supplier shall invoice the Customer for the charges that are then payable, the costs of materials and VAT, where appropriate.
8.2 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt.
8.3 The Supplier may require the Customer to set-up a banker’s standing order or any other method that the Supplier requires at any time by giving prior written notice to the Customer or otherwise to the extent provided in the Specification Document.
8.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
(a) charge interest on such sum from the due date for payment at the annual rate of 5 % above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
8.5 Time for payment shall be of the essence of this agreement.
8.6 All sums payable to the Supplier under this agreement shall become due immediately on its termination, despite any other provision. This condition 8.6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.
8.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

9. INTELLECTUAL PROPERTY RIGHTS
9.1 As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Supplier. Subject to condition 9.2, the Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If the Supplier terminates this agreement under condition 12.2 this agreement is terminated, this licence will automatically terminate.
9.2 The Customer acknowledges that, where the Supplier does not own any Pre-existing Materials, the Customer's use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.

10. LIMITATION OF LIABILITY -
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
10.1 This condition 10 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of this agreement;
(b) any use made by the Customer of the Services, the Deliverables or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
10.3 Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or
(c) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
10.4 Subject to condition 10.2 and condition 10.3:
(a) the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services.

11. DATA PROTECTION
The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Services.

12. TERMINATION
12.1 Subject to condition 12.3, this agreement shall terminate automatically on completion of the Project in accordance with the Specification Document.
12.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other on giving the other not less than three months written notice to the other if:
(a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
12.3 On termination of this agreement for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall, within a reasonable time, return all of the Supplier's Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
(c) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

13. FORCE MAJEURE
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

14. SEVERANCE
14.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

15. STATUS OF PRE-CONTRACTUAL STATEMENTS
Each of the parties acknowledges and agrees that, in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of this agreement other than as expressly set out in this agreement.

16. ASSIGNMENT
16.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

17. RIGHTS OF THIRD PARTIES
This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

18. NOTICES
Notice given under this agreement shall be in writing, sent for the attention of the person, and to the address or fax number, given in this agreement (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 18 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

19. GOVERNING LAW AND JURISDICTION
19.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
19.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.

This agreement has been entered into on the date stated at the beginning of the specification document.

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1. Introduction
1.1 These terms and conditions of business (“the terms”) govern every agreement made between The Mustard Agency for the supply of training services to any person, firm, charity, school or company (“the client”).
1.2 The terms prevail over any written terms and conditions of the client.
1.3 Any variation to the terms must be agreed in writing by The Mustard Agency Ltd.
1.4 All contracts between The Mustard Agency and the client will be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
1.5 Separate Terms and Conditions of Business exist over dealings between The Mustard Agency and clients in respect of media relations, journalism and public relations consultancy, graphic design, photography, illustration, printing or goods and services.

2. Interpretation
2.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).
The client: the school or company identified in the booking form and /or invoice.
The date(s) for the training services: the date(s) upon which the training services are to take place as set out in the booking form and/or invoice.
Delegates: the client’s staff who are to receive the training services as set out in the booking form.
Expenses: where relevant, the costs incurred in respect of travel and accommodation wholly and necessarily for the purposes of the agreement.
Extreme weather conditions: to include any occasions where the Meterological Office issues Severe Weather Warnings.
Fee: the amount paid by the client in exchange for training services.
Private training: a course run exclusively for a corporate customer, either at the client’s premises, The Mustard Agency’s premises or any other alternative venue. Fees for private training differ from those of scheduled training courses.
Supplier: The Mustard Agency (Co. Regn. No. 4594531), and whose registered office is situated at 4a Wilton Business Centre, Kingsway, Wilton, Salisbury, Wiltshire, SP2 0AH.
The trainer: the person delivering the training services.
The venue/The training location: the place at which the training services are to be provided by The Mustard Agency as set out on the booking form and/or invoice.
VAT: Value Added Tax chargeable under English law - rate as appropriate.

3. Pricing & payment
3.1 The client will pay The Mustard Agency the fixed fee or current list price charge – whichever is agreed at the time of instruction.
3.2 Payment is to be made in full before commencement of all courses unless otherwise agreed in writing between the client and The Mustard Agency.
3.3 Where a training course is offered at a discount from our list price, the discounted price offered is subject to availability of places and in accordance with the agreed payment terms
3.4 Payment can be made via www.paulsample.co.uk (by PayPal), credit or debit card, cheque or BACS transfer. Alternatively, an invoice can be sent to the client’s registered company address.
3.5 Invoices from The Mustard Agency to the client for supply of services should be paid in full within 30 days of the invoice date, by BACs or cheque.
3.6 If the client does not have a credit account with The Mustard Agency, goods or services must be paid for on collection of the completed job.
3.7 The fee payable to The Mustard Agency for the training course is inclusive of training services, course manual, light refreshments, tea, coffee, and water. This is not applicable to private training.
3.8 The Mustard Agency reserves the right to change prices without notice.
3.9 The client will pay any expenses incurred by The Mustard Agency Ltd in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).

4. Confirmation of Booking
4.1 The Mustard Agency will endeavour to confirm a booking made by the client within 48 hours. The confirmation will be made via email if the client has used the online booking system, or has booked via email. If the booking has been made by telephone the confirmation will be verbal.
4.2 The Mustard Agency will provide a further confirmation via email approximately 5 working days before the training course is due to take place. This confirmation will contain a timetable of the day, date and city/town, venue location and contact details of the trainer.
4.3 If there has been no confirmation received 3 working days before the training course is due to take place, please call The Mustard Agency on 01722 744033.

5. Cancellation or change of date by the delegate
5.1 If a delegate is unable to attend the scheduled course date, they are required to inform The Mustard Agency at least 5 working days in advance if they require a full refund.
5.2 If a cancellation is made less than 5 working days before the scheduled course date, the client will only be offered a transfer onto another training course of their choice. There is no charge for this transfer.
5.3 When transferring to another training course date, clients are advised that only courses listed within 12 months from the original training course date are valid. Clients who are unable to attend a training course within these 12 months are not entitled to a refund.
5.4 Transfers to alternative course dates must be made within 4 weeks of the original cancellation.
5.5 Refunds or transfers for non-attendance due to problems with public transport or adverse weather conditions will be handled at the discretion of The Mustard Agency. A copy of the ticket purchased on relevant public transport must be provided.
5.6 The above terms and conditions also apply to private training.

6. Cancellation or change of date by the Mustard Agency
6.1 Cancellations or amendments to the listed training course date(s) by The Mustard Agency will be made with a maximum of 5 working days before the due course date.
6.2 In the case of cancellations or amendments, all clients are entitled to a free transfer or a full refund.
6.3 The above terms and conditions also apply to private training.

7. Cancellation or change of date due to extreme weather conditions.
7.1 In the case of extreme weather conditions, The Mustard Agency reserve the right to cancel on the morning of the training course. The Mustard Agency accepts endeavour to inform all delegates of any changes made.
7.2 If a Severe Weather Warning has been issued by the Meterological Office, but the course runs as planned, The Mustard Agency reserves the right to offer a free transfer only to delegates who are unable to attend. Refunds are not available in this case.
7.4 Transfers to alternative training courses are bound under the terms and conditions outlined in section 5.
7.5 The above terms and conditions also apply to private training.

8. Delegates
8.1 Delegates shall act reasonably throughout the training. On behalf of The Mustard Agency, the trainer may remove a delegate from a course, where, in the opinion of the trainer, the delegate is behaving unreasonably.

9. Health & Safety
9.1 All delegates shall comply with all applicable health and safety legislation.

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Standard Terms of Business for the provision of Public Relations Services

These Standard Terms of Business are deemed to form part of the Agreement to which they are attached. We have separate Standard Terms of Business for the supply of Graphic Design, Printing and Advertising Services.

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

2 Consultancy Status
The Consultancy acts in all contracts as a principal at law.

3 Exclusivity
The Consultancy will not represent conflicting interests, but may represent competing interests with the express consent of the parties concerned.

4 Disbursements and Expenses
The Consultancy's service fees shall be exclusive of the following disbursements and expense items (which may not be an exhaustive list) relating to the Services:

a. Advertising artwork and mechanical items
b. Artiste/celebrity fees
c. Couriers
d. Design, artwork and print
e. Direct mail
f. Entertainment
g. Evaluation
h. Exhibition and display materials
i. Film production
j. Market research
k. Media monitoring
l. Newspapers and magazine subscriptions
m. Photocopying and stationery
n. Photography and prints
o. Postage and packaging, telephone and telecommunications
p. Press material production and distribution
q. Special events, meetings, conferences etc
r. Specialist IT software
s. Storage
t. Travel, accommodation and subsistence
u. Venues

It is normal practice for all materials and services purchased from third party suppliers on behalf of a client to be charged at cost plus a handling charge of 20%.

5 Payment Terms
5.1. All sums payable under the Agreement shall be paid in full without deduction, withholding or set-off and are exclusive of VAT and any other duty or tax which shall be payable by the Client.
5.2. Overdue payments shall attract interest at an annual rate of 2% above the prevailing base rate of the Consultancy's clearing bank. Interest shall accrue on a daily basis from the date payment becomes due until the Consultancy has received payment of the overdue amount together with all accrued interest.
5.3. The Consultancy and/or persons or companies acting on its behalf or as its agents reserve the right to charge and recover all costs incurred in connection with the pursuance and/or recovery of outstanding sums.
5.4. If exchange rate fluctuations cause the cost to the Consultancy of materials or services purchased overseas for the Services to differ from the cost anticipated when the Consultancy ordered the relevant materials or services (or obtained the Client's approval for such costs), the Consultancy shall charge the Client at the exchange rate on the date the Consultancy pays for the relevant materials or services, applying the closing mid-point rate in London for that day as quoted in the next edition of the Financial Times.

6 Amendment and Cancellation
Any request by the Client to amend or halt any plans or to cancel work in progress, shall be implemented by the Consultancy as far as this is possible within the terms of its contractual obligations to suppliers. The Client shall be responsible for any costs or expenses incurred or to which the Consultancy is committed prior to, or as a result of, the cancellation or amendment and which cannot be recovered by the Consultancy. The Client shall pay the Consultancy's fees covering the cancelled or amended Services, as well as any charges raised by third parties arising from the cancellation or amendment.

7 Amendments to Created Work and Alternative Use of Work
7.1 The expression “created work” in this and the following clauses shall mean work created by the Consultancy for the Client pursuant to the Agreement.
7.2 No amendments to any created work may be made without the Consultancy's prior written consent. Any agreed amendments shall only be carried out by the Consultancy or under its supervision and shall be paid for in a manner agreed between the Client and the Consultancy in writing in advance. Reprints obtained by the Client shall not differ in any way from the originals supplied without the Consultancy's written consent.
7.3 Created work shall not be used by the Client for any purpose other than that for which it was created, and no work in draft or incomplete form shall be used or published as finished work without the Consultancy's written consent.

8 Copyright and Intellectual Property Rights in Created Work
8.1 In order that the Client may own worldwide copyright and intellectual property rights in the created work, the Consultancy shall promptly on the Client's written request sign an unconditional assignment with full title guarantee of all such rights as are owned by the Consultancy and capable of assignment. This provision shall not apply to any creative work which is not accepted or otherwise delivered to the Client (such as proofs and proposal documents) or in respect of which the Consultancy has not received the fees payable.
8.2 In the event that any created work includes material the rights in which are owned by a third party, the Consultancy shall grant to the Client (at the Client's expense) only such rights as the third party permits the Consultancy to grant to the Client.
8.3 Notwithstanding any assignment of rights, the Consultancy may use any of the created work for the purposes of internal training or, with the Client's prior consent (which shall not be unreasonably withheld or delayed), in the promotion of the Consultancy.
8.4 The provisions of this clause shall survive the expiry or termination of the Agreement.

9 Confidential Information
9.1 The parties agree to treat as secret and confidential and not at any time for any reason during or after the termination of the Agreement to disclose or permit to be disclosed or made use of any confidential information concerning the other's business customers, suppliers or associated companies which they may acquire in the course of the Agreement.
9.2 The Consultancy shall where so requested by the Client impose equivalent obligations of confidentiality on its own personnel and obtain written assurances from any third parties to whom information has to be disclosed in order to enable the Consultancy to carry out its obligations under the Agreement.
9.3 For the avoidance of doubt, the restrictions in this Clause shall not prevent:
9.3.1 the disclosure or use of information in the proper performance of the Consultancy's duties;
9.3.2 the disclosure of information if required by law; or
9.3.3 the disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by the Consultancy.
9.4 Nothing in the Agreement shall prevent the Consultancy from using the name of the Client in any list of clients used by the Consultancy for its own promotional purposes unless the Client has notified the Consultancy in writing that it is unwilling for its name to be so used.
9.5 The provisions of this clause shall survive the expiry or termination of the Agreement.

10 The Consultancy's Warranty and Indemnity
10.1 The Consultancy warrants that to the best of its knowledge and belief the created work shall not infringe any third party rights or be in any way contrary to English law, subject to any legal or other advice provided to the Consultancy and communicated to the Client.
10.2 Subject to the provisions of this clause, the Consultancy shall indemnify and keep indemnified the Client from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability wh

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Section A
CIPR Principles
1. Members of the Institute of Public Relations agree to:
i. Maintain the highest standards of professional endeavour, integrity, confidentiality, financial propriety and personal conduct;
ii. Deal honestly and fairly in business with employers, employees, clients, fellow professionals, other professions and the public;
iii. Respect the customs, practices and codes of clients, employers, colleagues, fellow professionals and other professions in all countries where they practice;
iv. Take all reasonable care to ensure employment best practice including giving no cause for complaint of unfair discrimination on any grounds;
v. Work within the legal and regulatory frameworks affecting the practice of public relations in all countries where they practice;
vi. Encourage professional training and development among members of the profession;
vii. Respect and abide by this Code and related Notes of Guidance issued by the Institute of Public Relations and encourage others to do the same.
Principles of Good Practice

2. Fundamental to good public relations practice are:

Integrity
• Honest and responsible regard for the public interest;
• Checking the reliability and accuracy of information before dissemination;
• Never knowingly misleading clients, employers, employees, colleagues and fellow professionals about the nature of representation or what can be competently delivered and achieved;
• Supporting the CIPR Principles by bringing to the attention of the CIPR examples of malpractice and unprofessional conduct.
Competence
• Being aware of the limitations of professional competence: without limiting realistic scope for development, being willing to accept or delegate only that work for which practitioners are suitably skilled and experienced;
• Where appropriate, collaborating on projects to ensure the necessary skill base.
• Transparency and conflicts of interest
• Disclosing to employers, clients or potential clients any financial interest in a supplier being recommended or engaged;
• Declaring conflicts of interest (or circumstances which may give rise to them) in writing to clients, potential clients and employers as soon as they arise;
• Ensuring that services provided are costed and accounted for in a manner that conforms to accepted business practice and ethics.
Confidentiality
• Safeguarding the confidences of present and former clients and employers;
• Being careful to avoid using confidential and ‘insider’ information to the disadvantage or prejudice of clients and employers, or to self-advantage of any kind;
• Not disclosing confidential information unless specific permission has been granted or the public interest is at stake or if required by law.
Maintaining professional standards

3. CIPR members are encouraged to spread awareness and pride in the public relations profession where practicable by, for example:
• Identifying and closing professional skills gaps through the Institute’s Continuous Professional Development programme;
• Offering work experience to students interested in pursuing a career in public relations;
• Participating in the work of the Institute through the committee structure, special interest and vocational groups, training and networking events;
• Encouraging employees and colleagues to join and support the CIPR;
• Displaying the CIPR designatory letters on business stationery;
• Specifying a preference for CIPR applicants for staff positions advertised;
• Evaluating the practice of public relations through use of the CIPR Research & Evaluation Toolkit and other quality management and quality assurance systems (e.g. ISO standards); and constantly striving to improve the quality of business performance;
• Sharing information on good practice with members and, equally, referring perceived examples of poor practice to the Institute.
Interpreting the Code
4. In the interpretation of this code, the Laws of the Land shall apply.

Section B

Regulations governing complaints relating to professional conduct

1. Definitions

For the purpose of these Regulations the following words and expressions shall have the meanings set against them, unless the context otherwise requires:
Committees - the Professional Practices Committee and the Disciplinary Committee;
complaint facts or matters, other than those which are sub judice, coming to the attention of the Secretary indicating that a member of the Institute may have become liable to disciplinary action in accordance with Articles 12-18 (Disciplinary Powers) of the Articles of Association of the Institute, whether the member works with a consultancy, a commercial organisation or otherwise;
Complainant - a person who brings a complaint;
Defendant - a member against whom a complaint has been lodged;
Member - a member of the Institute at the time the matter complained about occurred.
Note: It is a condition of membership that members remain subject to disciplinary proceedings in relation to their professional activities during such time as they are members, even though they may subsequently have ceased to be members;

Parties (in relation to hearings of the Disciplinary Committee) - the Professional Practices Committee and the defendant;

Professional practices committee representative (in relation to hearings of the Disciplinary Committee) - the person appointed to represent the Professional Practices Committee and to support the complaint.

Other words and expressions defined in the Memorandum and Articles of Association of the Institute shall have the meanings there assigned to them.
The singular includes the plural and vice versa.

2. Professional Practices Committee and Disciplinary Committee
a. The Professional Practices Committee and the Disciplinary Committee constituted in accordance with the Articles of Association of the Institute shall meet as required to investigate and hear complaints against members.

b. The quorum of the Professional Practices Committee shall be not less than four and of the Disciplinary Committee shall be not less than three.

c. A member of either of the Committees retiring from that Committee shall, unless the Council otherwise resolves, continue to be a member of the Committee for the purposes of any proceedings before the Committee not completed at the date of his or her retirement.

d. A member of either of the Committees shall abstain from taking part in the consideration of a complaint if he or she has had previous dealings with the defendant personally or professionally or has taken part in the previous consideration of the complaint or any aspect of the complaint.

e. Before the date of any hearing before either of the Committees the defendant shall be informed of the identity of the members of the Committee and shall have the right to give notice to the Chairman objecting to any of the members, stating his or her objections.

f. Upon receipt of the notice mentioned in paragraph (e) of this Regulation, the Chairman, if satisfied that the objection is properly made, shall require the member in question to abstain from taking part in the proceedings. The defendant shall be informed of the identity of any alternate appointed in the place of that member and shall have the like right to give notice of objection.

g. The Chairman of each Committee shall be present throughout the hearing of a complaint before that Committee. If any other member of the Committee for any reason is absent from any part of the hearing of a complaint, he or she shall take no further part in the hearing.

h. The proceedings of either of the Committees shall be valid notwithstanding that one or more of the members other than the Chairman becomes unable to continue to act, so long as the number of members present throughout the substantive hearing of the complaint is not reduced below the quorum and continues to include the Chairman.

i. Any duty or function or step which, pursuant to the provisions of these Regulations, is to be discharged or carried out by the Chairman of either of the Committees may, if he or she is unable to act for any reason, be discharged or carried out by any other member nominated in writing by the President for any specific purpose.
3. Assessors
a. The Chairman of either of the Committees may direct that in considering a complaint the Committee shall sit with a legally qualified assessor.
b. Likewise, the Chairman of either of the Committees may direct that in considering a complaint, the Committee shall have the assistance of one or more technical assessors, who appear to the Chairman to have knowledge or experience which would be relevant to assisting the Committee in considering any particular complaint.
c. No assessor shall be appointed who has taken part in any process of resolution under Regulation 6 (duty to conciliate).
d. No assessor shall form part of either of the Committees. It shall be for each
Committee alone to determine the issues before it.
4. Complaints
a. Any person (whether a member of the Institute or not) or any committee of the Council, or the Council itself, may bring a complaint against a member.
b. It shall be the duty of every member of the Institute, where it is in the public interest to do so, to bring a complaint against a member.In deciding whether it is in the public interest to bring a complaint, regard should be paid to such guidance as the Council may give from time to time.
c. The Secretary shall maintain a register of all complaints received and the decision of the Professional Practices Committee and, if relevant, the Disciplinary Committee thereon.
d. On receipt of a complaint the Secretary shall make such enquiries of the complainant as may be necessary in order to clarify any matters of uncertainty and to identify the specific clause or clauses in the Code of Professional Conduct to which the complaint has reference.
e. The Secretary shall also ensure that the complainant is aware of these Regulations and the Institute's disciplinary powers and in particular the Secretary shall explain that the defendant will be notified of the complaint in order that he or she may exercise the right of reply. The Secretary shall also draw attention to the provisions of Regulation 5 (confidentiality).
f. If the complainant wishes to proceed with the complaint, the Secretary shall send details of the complaint to the defendant and invite him or her to submit written observations. The Secretary shall draw to the defendant's attention the provisions of Regulation 5 (confidentiality).
g. The defendant's written observations shall be forwarded to the complainant, and, unless the complainant with the consent of the defendant withdraws the complaint, to the Professional Practices Committee.
h. Any complaint shall be placed by the Secretary before the Professional Practices Committee as soon as reasonably practicable but no later than eight weeks after the complaint was received, except with the consent of both the complainant and the defendant.
5. Confidentiality
a. Once a complaint has been made and communicated by the Secretary to the defendant, the substance of the complaint and all related correspondence, statements and submissions of the complainant and the defendant and all proceedings before and findings of the Professional Practices Committee shall be treated with complete confidentiality by both the complainant and the defendant, and all public discussion and disclosure avoided.
b. Any breach, or alleged breach, of paragraph (a) of this Regulation which comes to the notice of the Professional Practices Committee shall be considered by the Committee, which may cause further investigation to be made. Any breach, or alleged breach, may itself give rise to a further complaint being laid before the Committee.
c. In any case where there has been public discussion or disclosure of the substance of a complaint before receipt of the complaint by the Professional Practices Committee, the Committee shall, in considering the complaint, take into account the nature of and justification for such public discussion or disclosure, which may itself give rise to a further complaint being laid before the Professional Practices Committee.
d. The requirement of confidentiality extends to all members of the Professional Practices Committee without limit of time.
6. Duty to conciliate

The Professional Practices Committee shall, in all proper cases, explore the possibility of resolving any grievance which has given rise to a complaint by conciliation, mediation, arbitration or otherwise, subject to the consent of the complainant and the defendant, and shall, whenever possible, make arrangements to provide the machinery for such resolution.
7. Power to demand information
a. Each of the Committees shall have power to call for, and it shall be the duty of every defendant to provide, such information, including papers and records, as the Committee considers necessary to enable it to discharge its functions.
b. The power in paragraph (a) of this Regulation shall not extend to information relating to any process of resolution under Regulation 6 (duty to conciliate).
8. Professional Practices Committee and Disciplinary Committee
a. If a complaint is not resolved by the Professional Practices Committee under Regulation 6 (duty to conciliate), the Committee shall consider whether a complaint discloses a prima facie case for disciplinary action. If it considers that it does, it shall:

i. refer the complaint to the Disciplinary Committee; or
ii. proceed as in Regulation 9 (consent orders); or
iii. proceed as in Regulation 10 (letters of advice); or
iv. order that no further action be taken on the complaint.

If it considers that the complaint does not disclose a prima facie case for disciplinary action, it shall order that the complaint be dismissed.

b. Before taking any decision under clause (a) of this Regulation the Professional Practices Committee shall be satisfied that the defendant has been given an opportunity either of submitting written representations to it or, if the defendant desires to do so, of appearing before the Committee in person. The Committee shall have the power to require the defendant to attend before it and to request the attendance of witnesses. If the defendant fails to attend or otherwise avail him or herself of the rights of the defendant under these Regulations, the Committee may proceed in the absence of the defendant.

c. If a complaint has not been resolved under Regulation 6 (duty to conciliate), a defendant appearing before the Professional Practices Committee may at the discretion of the Chairman be represented by a solicitor, counsel or friend and may at the discretion of the Chairman call witnesses on his or her behalf and examine and cross-examine any witnesses called to give oral evidence.

d. The Professional Practices Committee may, at the discretion of the Chairman, adjourn its considerations from time to time to seek further information, or to give the defendant sufficient opportunity to consider and answer further information or to satisfy itself that all aggravating or mitigating circumstances have been taken into account, or otherwise.

e. In deciding whether a complaint ought to be referred to the Disciplinary Committee the Professional Practices Committee shall be entitled to take into account any facts or matters which may have been considered by the Professional Practices Committee on previous occasions in relation to the defendant in respect of which no complaint was referred to the Disciplinary Committee.

f. If the Professional Practices Committee refers a complaint to the Disciplinary Committee it shall do so by sending to the Disciplinary Committee a full statement of the offence or offences alleged, specifying the sub-section or sub-sections of Section A of the Code of Professional Conduct alleged to have been infringed, together with a summary of the facts and matters which were before the Committee and a summary or copy of any representation made by the defendant to the Committee. A copy of the complaint referred to the Disciplinary Committee shall be given to the defendant.
9. Consent orders
a. If the Professional Practices Committee decides that a prima facie case has been made out against a defendant in accordance with Regulation 8 and if, after considering all the circumstances including the past record of the defendant, the Professional Practices Committee further decides that the case is one which is appropriate to be dealt with under this Regulation, the Professional Practices Committee may, with the agreement of the defendant
i. make one or more of the following orders:

A. that the defendant be reprimanded;
B. that the defendant be severely reprimanded;
C. if the complaint relates to work within a consultancy, that within such time as the Professional Practices Committee thinks fit, the defendant return to a client all or part of the fee which the client has paid or pay over to a client funds which have been retained by the defendant in or towards payment of a fee; and

ii. include in any such order a direction that the defendant pay to the Institute a sum by way of costs arising subsequent to any attempt to resolve the complaint under Regulation 6 (duty to conciliate), such payment to be made within 28 days of the date the Professional Practices Committee so directs, unless some other date is determined by the Committee.
b. Before making any order under paragraph a. of this Regulation the Professional Practices Committee shall first give written notice to the defendant:
i. specifying the order or orders which it is considering making and the direction it is considering giving with the defendant's agreement; and
ii. stating that, if the defendant does not give his or her agreement to the proposed course within 21 days, the case shall be referred to the Disciplinary Committee, which, if it finds against the defendant, will have a wider range of orders available to it.
c. If within the period stated the defendant gives his or her written agreement to the Professional Practices Committee proceeding as proposed in the notice given under paragraph (b) of this Regulation, the Committee shall make the order or orders and give the direction specified in the notice. The Committee shall also report the decision to the Council, which shall cause it to be published in the same manner as a decision of the Disciplinary Committee.
d. If the defendant fails within the time stated to give written agreement to the Professional Practices Committee proceeding as proposed in the notice given under paragraph (b) of this Regulation, the Professional Practices Committee shall proceed to refer the complaint, formulated in accordance with paragraph (f) of Regulation 8, to the Disciplinary Committee, and report to the Council that it has done so.
e. The breach of any order under paragraph (a)(i)(C) or a direction under paragraph (a)(ii) of this Regulation may itself give rise to a further complaint being laid before the Professional Practices Committee.

10. Letters of advice
a. The Professional Practices Committee may decide to issue a letter of advice to a defendant if it considers that a complaint laid before it has arisen because of the inefficient management of the defendant's business or the business in which the defendant is employed. By this letter the Professional Practices Committee may require the defendant to obtain advice from such source or sources as the Professional Practices Committee may prescribe and (in the absence of good reason to the contrary) duly to implement the advice so obtained. Where relevant, the Committee may draw the attention of the defendant's employer to the contents of the letter of advice and seek the employer's assistance in the implementation of advice received by the defendant.

b. Any breach of a requirement under paragraph (a) of this Regulation may itself give rise to a further complaint being laid before the Professional Practices Committee.
11. Joint consideration of complaints

Either of the Committees may, at the discretion of the Chairman, consider together more than one complaint against the same member, and consider together complaints against more than one member.
12. Cases of urgency

In cases where the Chairman of the Professional Practices Committee considers that the public interest demands a more urgent resolution of a complaint, he or she shall be entitled to exercise the powers of the Committee in demanding information and taking forward consideration and resolution of the complaint, in consultation with one or more members of the Committee, and shall report his or her actions to the Committee as soon as reasonably practicable.

13. Publicity in relation to the Professional Practices Committee
a. The Chairman of the Professional Practices Committee may at any time make such public announcement as he or she sees fit in relation to the consideration by the Committee of any complaint which in his or her opinion is a matter of public concern. Except as mentioned in paragraph (c) of Regulation 9 (consent orders), no other public announcement shall be made in relation to any matter before the Professional Practices Committee.

b. No public announcement under paragraph (a) of this Regulation shall refer to anything disclosed in any process of resolution under Regulation 6 (duty to conciliate).
14. The Disciplinary Committee
a. The Disciplinary Committee shall meet as necessary to hear and determine
complaints, formulated in accordance with paragraphs (f) of Regulation 8, referred to it by the Professional Practices Committee.
b. Regulation 5 (confidentiality), adapted as necessary, shall apply equally to the Disciplinary Committee.
c. In any case where the Disciplinary Committee considers it reasonable to do so, it may:

(i.) amend a complaint formulated by the Professional Practices Committee;
(ii.) formulate a new complaint relating to any information which comes to the notice of the Disciplinary Committee in the course of proceedings on any complaint referred to it;
(iii.) remit any complaint to the Professional Practices Committee for amendment or for the addition or substitution of any other complaint or complaints; provided that;
A. the Committee is satisfied that the defendant will not by reason of such an amendment suffer any substantial prejudice in the conduct of his or her defence; and
B. the Committee shall, if so requested by the defendant, adjourn for such time as is reasonably necessary to enable him or her to meet the complaint as so amended.
15. Further evidence and representation

The Professional Practices Committee may after referring a complaint to the Disciplinary Committee instruct the Secretary to make such enquiries, assemble such evidence and request the complainant to supply such further information and documents relating to the complaint as it thinks fit and may instruct a solicitor and/or counsel to act as Professional Practices Committee Representative if it thinks fit.

16. Convening of the Disciplinary Committee
a. As soon as practicable after a complaint is referred to the Disciplinary Committee, the Committee shall issue a convening notice giving not less than eight weeks' notice to the parties of the date, time and place appointed for hearing the complaint.
b. The convening notice shall also set out details of the procedure to be followed at any hearing and contain notice of the rights of the defendant to appear before the Disciplinary Committee in person and/or by a solicitor, counsel or friend, to submit evidence and to make other written submissions, to call witnesses on his or her behalf at the discretion of the Chairman and to examine and cross-examine any witnesses called to give evidence.
c. The convening notice given to the defendant shall be accompanied by copies of any documents which the Professional Practices Committee intends to adduce in evidence.
d. An application for postponement of a hearing which has not commenced shall be determined by the Chairman of the Disciplinary Committee in his discretion.
17. Pre-hearing procedures
a. Not less than 28 days before the date fixed for the hearing the Chairman of the Disciplinary Committee may direct the defendant to state in writing within such time as may be specified:

(i) whether the defendant accepts all or part of the allegations in the complaint and, if the defendant does not accept all of them, on what grounds he or she denies all or part of them;
(ii) whether the defendant accepts the facts as stated in the summaries referred to the Disciplinary Committee under paragraph (f) of Regulation 8 and, if not, the grounds on which such facts are disputed;
(iii) if the defendant accepts all or part of the allegations in the complaint, the grounds on which any plea for mitigation will be made; and
(iv) whether or not the defendant intends to attend and/or be represented at the hearing and the identity of any representative.

b. The defendant's response to the direction referred to in paragraph (a) of this Regulation shall be drawn to the attention of the Disciplinary Committee at the conclusion of the hearing, if relevant, on the question of costs.
c. At least 21 days before the date fixed for the hearing, the defendant shall serve on the Disciplinary Committee two copies of a paginated and indexed bundle of all documents on which he or she intends to rely unless the documents have already been included among the documents served under paragraph (c) of this Regulation. The Disciplinary Committee shall forthwith send one copy of the bundle to the Professional Practices Committee Representative.
d. Either party may inspect the documents served by the other party within 14 days of the service.
e. Unless the Chairman of the Disciplinary Committee otherwise directs, no witness may be called nor document produced by either party without at least 21 days written notice being given to the Disciplinary Committee. In the case of witnesses, such notice shall include the name and address of the witness and a copy of the statement of his or her evidence, in order that the Chairman of the Disciplinary Committee may decide whether such evidence is material to the proceedings. The Chairman of the Disciplinary Committee shall as soon as practicable give a direction accordingly.
f. Nothing in this Regulation shall preclude the reception by the Disciplinary Committee of the evidence of a witness a copy of whose statement has not been duly served, or of a document not duly served, provided the Disciplinary Committee is of the opinion that the defendant is not materially prejudiced thereby, or on such terms as are necessary to ensure that no such prejudice arises.
g. At any time before the hearing the Chairman of the Disciplinary Committee may direct the defendant to:

(i) send an answer to the complaint in writing to the Disciplinary Committee within 14 days, subject to any extension of time if in the opinion of the Chairman of the Disciplinary Committee there is good and sufficient reason for an extension;
(ii) provide such further information and documents relating to the complaint as the Chairman considers necessary for the just and expeditious handling of the case;
(iii) appear in person at a pre-trial review in accordance with Regulation 18 or at the hearing before the Disciplinary Committee at the time appointed for the review or hearing.

h. At any time before the hearing the Chairman of the Disciplinary Committee may direct that either of the parties indicate which of any information supplied by the other party is not accepted or whether either party wishes to challenge the authenticity of any document supplied by the other party.
18. Pre-hearing review
a. The Chairman of the Disciplinary Committee either of his or her own motion or on the application of either party may direct that there be a pre-hearing review conducted by him or herself for the purpose of giving directions and of taking such other steps as he or she considers suitable for the clarification of the issues before the Disciplinary Committee and generally for the just and expeditious handling of the case.

b. The directions to be given and steps taken by the Chairman of the Disciplinary Committee may concern, but not be limited to, the following matters:

(i) whether the hearing should be held in private or in public
(ii) whether more than one complaint should be considered together by the Disciplinary Committee
(iii) application to strike out allegations
(iv) attendance of witnesses
(v) admission of documents
(vi) admission of facts
(vii) the estimated duration of the hearing
(viii) such other matters as he or she deems expedient for the just and expeditious conduct of the hearing.

c. The Chairman of the Disciplinary Committee shall cause a record to be served on the parties setting out the directions given, admissions made and steps taken at the pre-hearing review.

d. The parties may, in advance of the date fixed for any pre-hearing review, agree upon the directions to be made and/or steps to be taken at the pre-hearing review and shall notify the Chairman of the Disciplinary Committee of such agreement. Following such notification the Chairman of the Disciplinary Committee may, if he or she thinks fit, make directions in the terms agreed and/or direct that no pre-hearing review is required.

e. For the avoidance of doubt, the Chairman of the Disciplinary Committee may:

i) adjourn the pre-hearing review from time to time as he or she considers appropriate;
(ii) upon the application of either party or of his or her own motion, and either with or without further preliminary hearings, give such further directions or take such further steps as he or she considers necessary for the just and expeditious conduct of the proceedings, including extending or abridging any time limit governing the procedures of the Disciplinary Committee on such terms as he or she thinks just.
19. Procedures at hearings of the Disciplinary Committee

The order in which a hearing before the Disciplinary Committee will normally proceed, subject to the discretion of the Chairman of the Committee, shall be as follows:
i. The defendant will be called before the Committee.
ii. The Chairman of the Committee will make the members of the Committee known to the defendant. If the defendant is accompanied by others he or she will make them known to the Committee, or the representative of the defendant will make him or herself and those with him or her known to the Committee.
iii. The procedure to be followed will be explained by the Chairman of the Committee.
iv. The complaint will be read and the defendant's written answer taken into
consideration.
v. The Committee will put to the defendant any questions arising out of the complaint and the evidence in support of the defendant's written answer which the Committee considers pertinent.
vi. The defendant (or his or her representative) will be given the opportunity to address the Committee.
vii. After the Committee has heard the defendant (or his or her representative) and any witnesses, the defendant and any persons with him or her will be asked to withdraw while the Committee makes its findings on the complaint.
viii. The defendant (and those with him or her) will be recalled and the Chairman of the Committee will pronounce its findings on the complaint. If the finding is against the defendant, he or she (or his or her representative) will be invited to address the Committee in mitigation.
ix. The defendant (and those with him or her) will again be asked to withdraw while the Committee decides on the nature of the report to be made to the Council.
x. The defendant (and those with him or her) will be recalled and the decision of the Committee, to be embodied in a report to the Council, will be pronounced.
20. Adjournment
a. Subject to the provisions of the following paragraph, the Disciplinary Committee shall sit from day to day until it has arrived at a finding and, if any allegation has been found proved, until the decision of the Committee is pronounced.

b. Notwithstanding the provisions of paragraph (a) of this Regulation, the Disciplinary Committee may, if the Chairman decides that an adjournment is necessary for any reason, adjourn the hearing for such period as he may decide.
21. Evidence and standard of proof
a. The proceedings of the hearing before the Disciplinary Committee shall be governed by the rules of natural justice, subject to which the Committee may:

(i) admit any evidence, whether oral or written, whether direct or hearsay, and without being bound by any enactment or rule of law relating to the admissibility of evidence in proceedings before any court of law;
(ii) give such directions with regard to the conduct of and procedure at the hearing, and with regard to the admission of evidence thereat, as it considers appropriate for securing that the defendant has a proper opportunity of answering the charge or otherwise as shall be just;
(iii) exclude any hearsay evidence if it is not satisfied that reasonable steps have been taken to obtain direct evidence of the facts sought to be proved by the hearsay evidence.

b. The standard of proof is satisfied on a balance of probabilities.
22. Hearing in private or in public

The hearing before the Disciplinary Committee shall be in private unless either:
i. at a pre-hearing review or otherwise it has been directed that the hearing shall be held in public; or
ii. the defendant has made an application that the hearing shall be held in public, and the Chairman in his discretion does not consider that for any reason the circumstances and nature of the hearing make a public hearing undesirable.
23. Absence of defendant

If the defendant does not attend at the time and place appointed for the hearing, the Disciplinary Committee may nevertheless proceed to hear and determine the complaint, provided that the Committee is satisfied that the relevant procedure has been complied with and the defendant has been duly served, in accordance with Regulation 29 (service of documents), with the documents required under paragraph (f) of Regulation 8 and Regulations 16 (convening of the Disciplinary Committee) and 17 (pre-hearing proceedings).
24. Non-compliance of defendant
a. If, having been required under these Regulations to answer a complaint in writing, to provide further information or to appear in person before the Disciplinary Committee, the defendant fails for whatever reason so to do, the Disciplinary Committee shall be empowered at its discretion to postpone its findings on the complaint and to report to the Council that it has decided that the defendant should be suspended for such period as the Disciplinary Committee thinks fit for conduct inconsistent with his or her status as a member.

b. The power of the Disciplinary Committee to decide that a defendant should be suspended under paragraph (a) of this Regulation notwithstanding, a defendant who fails to comply with these Regulations or any direction under these Regulations may be deemed by the Disciplinary Committee to be conducting him or herself in a manner inconsistent with his or her status as a member and the proceedings may be determined by a report by the Disciplinary Committee to the Council that it has decided that one of the range of measures open to the Council under Article 12 should be exercised against the defendant without the formulation of any further complaint for that purpose.
25. The finding of the Disciplinary Committee
a. At the conclusion of the hearing, the finding of the Disciplinary Committee on each allegation included in the complaint shall be set down in writing and signed by the Chairman and all members of the Committee present.
b. If the members of the Committee are not unanimous as to the finding on any allegation, the finding to be recorded on that allegation shall be that of the majority.
c. If the members of the Committee are equally divided as to the finding on any allegation, the finding to be recorded on that allegation shall be that which is the most favourable to the defendant.
d. The Chairman of the Committee shall then pronounce the Committee's finding on the allegation or allegations as stated in Regulation 19 (procedure at hearings of the Disciplinary Committee).
26. The decision of the Disciplinary Committee
a. If the Disciplinary Committee shall have found the allegation or any of the allegations included in the complaint proved, after hearing any representations by or on behalf of the defendant, the Committee shall set down in writing its decision as to how the Council should exercise its powers under Article 12.
b. If the members of the Committee are not unanimous as to the decision, the decision to be recorded shall be that decided by the majority.
c. If the members of the Committee are equally divided as to the decision, the decision to be recorded shall be that which is the most favourable to the defendant.
d. The Chairman of the Committee shall then announce the Committee's decision in the form of a report to the Council, indicating how the Council should exercise its powers under Article 12 or that no action should be taken against the defendant.
e. If the defendant has not been present throughout the proceedings, the report to the Council shall include a statement that the provisions of Regulation 23 (absence of defendant) have been complied with.
27. Costs
a. The Disciplinary Committee shall have power to make and report to the Council such decision as to direction for costs against a defendant as it shall think fit.
b. Upon deciding on such direction, the Disciplinary Committee shall either itself determine the amount of such costs or appoint a suitably qualified person to do so on its behalf.
c. Any costs directed to be paid by a defendant shall, unless some other date is determined by the Disciplinary Committee, be paid to the Institute within 28 days of the date the Council so directs.
d. Subject as aforesaid, all costs and expenses incurred by the Committees in connection with these Regulations shall be borne by the Institute.
28. Record of proceedings

Unless the Chairman of the Disciplinary Committee in his discretion decides in any particular case to make a record of the proceedings at a hearing in any other manner, he or she shall take a hand-written note of the proceedings. A copy of the Chairman's note of the proceedings (or of any other record of the proceedings made in the discretion of the Chairman) shall be made available to the defendant if he requests one within three months of the date of the hearing and reimburses the cost of supplying the same.

29. Service of documents
a. Any documents required to be served on a defendant arising out of or in connection with investigations or proceedings under these Regulations shall be deemed to have been validly served:

(i) if sent by registered post, or recorded delivery post, or receipted hand delivery to:

A. the address registered by the defendant with the Institute; or
B. an address to which the defendant may have requested in writing that such documents be sent (including the address of his or her legal adviser); or
C. in the absence of any such request, his or her last known address;

(ii) if actually served on the defendant;
(iii) if served in any way which may be directed by the Chairman of either of the Committees.

b. For the purpose of this Regulation "receipted hand delivery" means a delivery by hand which is acknowledged by a receipt signed by the defendant.
c. A copy of all notices and directions served and given by the Disciplinary Committee on and to either party shall be sent to the other party.
d. The accidental omission to send or deliver a notice or other communication to, or the non-receipt of a notice or other communication by, either party shall not invalidate any investigation or proceedings to which such notice or communication relates.
30. Disposal of papers

The record of each set of proceedings before each of the Committees, including a copy of all written representations made by the defendant, shall at the conclusion of the proceedings (whether the complaint is upheld or dismissed) be delivered to the Secretary's custody for disposal as and when the Council determines.

31. Curing of irregularities

Any irregularity resulting from failure to comply with these Regulations during the course of any proceedings hereunder shall not of itself render the proceedings void, but the Chairman of either Committee may, and shall if he or she considers that either party to the proceedings may have been prejudiced, take such steps as he or she thinks fit before the conclusion of the proceedings to cure the irregularity, whether by the amendment of any document, the giving of any notice, the taking of any step or otherwise.

32. Disputes

If any question or difference shall arise with regard to the interpretation or application of these Regulations or on any matter whatsoever concerning the conduct of the hearing of a complaint, it shall be referred to and settled conclusively by the President, who shall take whatever advice thereon considered necessary.

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