Terms and Conditions

These terms and conditions shall apply to each order submitted to Deep South Media Limited trading as Takeaway PR (‘Takeaway PR’) by you, (‘the Customer’). Deep South Media Limited is a company whose company number is 03514784 and whose registered office is at Towngate House, 2-8 Parkstone Road, Poole, Dorset BH15 2PW

2.1   By completing either partially or fully the details requested on the Takeaway PR website and submitting these details to Takeaway PR the Customer shall issue an order to Takeaway PR (‘the Order’).

2.2   Takeaway PR may accept an Order by any one of the following methods:

(i)   by fulfilling the Order within the allotted timescales; or
(ii)   by communicating acceptance to the Customer either verbally or in writing.

2.3   Takeaway PR reserves the right to refuse to accept any Order submitted by a Customer. Takeaway PR shall not be obliged to give a reason to the Customer for refusing to accept an Order but, where the grounds for refusal are remediable by the Customer, for example if Takeaway PR is aware that the information provided is factually incorrect, or where the Customer has provided insufficient information, Takeaway PR shall inform the Customer as soon as is reasonably practicable and the parties shall use their reasonable endeavours to remedy the grounds for refusal.

2.4   Each individual Order accepted by Takeaway PR shall form a separate contract (‘the Contract’) between the Customer and Takeaway PR.

3.   Takeaway PR’s Obligations:

Subject to the Customer fulfilling its obligations under clause 4 below to the reasonable satisfaction of Takeaway PR and subject to clause 6.2 below, Takeaway PR shall provide the following services to the Customer:

3.1   Bronze:

Where the customer has elected to receive the ‘Bronze’ package, Takeaway PR shall:

(i)    subject to section 3.1 (iii) below, provide the Customer with a press release of up to 300 words within 24 hours the Customer’s payment being authorised and confirmation of such authorisation being received by Takeaway PR by the secure payment provider;

(ii)   Upon receipt of the press release the Customer shall have the opportunity to provide comments on the press release. Upon receipt of such comments Takeaway PR shall provide the Customer with one re-draft of the press release for approval. Further re-drafts may be provided by Takeaway PR as an additional service but such further re-drafts shall incur an extra charge of £25 each.

(iii)   the hours of 0001 to 2400 on every Saturday and every Sunday shall be excluded from calculation of the 24 hour time period together with the hours of 0001 to 2400 on every bank holiday in England and Wales.

3.2   Silver:

Where the Customer has elected to receive the ‘Silver’ package. Takeaway PR shall:

(i)   subject to section 3.2 (vi) below, provide the Customer with a press release of up to 300 words within 24 hours the Customer’s payment being authorised and confirmation of such authorisation being received by Takeaway PR by the secure payment provider;

(ii)   Upon receipt of the press release the Customer shall have the opportunity to provide comments on the press release. Upon receipt of such comments Takeaway PR shall provide the Customer with one re-draft of the press release for approval. Further re-drafts may be provided by Takeaway PR as an additional service but such further re-drafts shall incur an extra charge of £25 each.

(iii)   distribute the press release via email, and subject to 3.2(iv) below, distribute an accompanying photograph supplied by the Customer to such media and/or online contacts contained in the database used by Takeaway PR which, in Takeaway PR’s discretion, are relevant to the Customer’s business. For the avoidance of doubt, Takeaway PR shall distribute the press release to no fewer than 15 third parties.

(iv)   Any photograph submitted for distribution with a press release must, in Takeaway PR’s sole discretion, meet the criteria set out in this section 3.2 (iv). Where Takeaway PR deems that a photograph does not meet the criteria set out in this clause Takeaway PR reserves the right not to distribute the photograph or to request another photograph and to delay distribution of the press release until a satisfactory photograph is obtained. The criteria are as follows:

   (a)   The photograph must be sharp;
   (b)   The photograph must be properly exposed an adequately lit
   (c)   The photograph must be supplied in the .jpeg format and sized at 300dpi

(v)   Upon the Customer’s request, Takeway PR shall supply a list of all of the online and media contacts to whom the press release was distributed.

(vi)   The hours of 0001 to 2400 on every Saturday and every Sunday shall be excluded from calculation of the 24 hour time period together with the hours of 0001 to 2400 on every bank holiday in England and Wales.

3.3   Gold:

Where the Customer has elected to receive the ‘Gold’ Package. Takeaway PR shall:

(i)   subject to section 3.3 (vii) below, provide the Customer with a press release of up to 350 words within 24 hours of the Customer’s payment being authorised and confirmation of such authorisation being received by Takeaway PR by the secure payment provider;

(ii)   Upon receipt of the press release the Customer shall have the opportunity to provide comments on the press release. Upon receipt of such comments Takeaway PR shall provide the Customer with one re-draft of the press release for approval. Further re-drafts may be provided by Takeaway PR as an additional service but such further re-drafts shall incur an extra charge of £25 each.

(iii)   distribute the press release distribute the press release via email, and subject to clauses 3.3(iv) and 3.3 (v) below, distribute an accompanying photograph to such media and/or online contacts which, are contained in Takeaway PR’s database, and which in Takeaway PR’s discretion, are relevant to the Customer’s business, for the avoidance of doubt, Takeaway PR shall distribute the press release to no fewer than 15 third parties. Where there is no available photographer, clause 6.2 shall apply

(iv)   Subject to the availability of a photographer, Takeaway PR shall arrange for a photographer to attend a photo shoot of up to 30 minutes at a date, time and location to be agreed between the parties. The Customer acknowledges and agrees that in the event that the photo shoot lasts for a period of time exceeding 35 minutes from the time that the photographer first reports to the Customer, and the reason for the photo shoot over-run cannot be attributed to the failure of Takeaway PR or the Photographer the Customer shall be liable to pay to Takeaway PR on demand the sum of £90. If the photo-shoot over-runs beyond the original 35-minute excess the customer shall be liable to pay to Takeaway PR a further the sum of £50 for the first 30 minutes or part 30 minute period and £50 for each and every subsequent 30 minutes or part 30 minute period thereafter by which the photo shoot is extended.

(v)   Provided that the Customer complies with the photo shoot rules set out at clause 7 below, Takeaway PR shall supply 5 photographs from the photo shoot to the Customer with Takeaway’s PR’s recommendations as to which of the 5 photographs should be used to accompany the press release. The Customer shall be entitled to make the final decision as to which photograph is used.

(vi)   Upon the customers request, Takeway PR shall supply a list of all of the online and media contacts to whom the press release was distributed.

(vii)   the hours of 0001 to 2400 on every Saturday and every Sunday shall be excluded from calculation of the 24 hour time period together with the hours of 0001 to 2400 on every bank holiday in England and Wales.

4.   Customer’s Obligations

The Customer shall:

4.1   Pay the price for the services as quoted on the Takeaway PR website and /or in the Contract and shall submit full payment details in accordance with clause 6 below. The Customer acknowledges that all prices are quoted exclusive of VAT and that no order shall be accepted by Takeaway PR and no time period shall start to elapse until such time as Takeaway PR has received confirmation from the secure payment provider that full payment for the services has been authorised.

4.2   Be responsible for ensuring that all information submitted to Takeway PR is true and accurate to the best of the Customer’s knowledge and belief and shall not knowingly submit false information to be contained in a press release. For the avoidance of doubt Takeaway PR shall have no responsibility to confirm the accuracy of the information submitted by the Customer and the Customer shall indemnify Takeaway PR from and against all damages or losses suffered and/ or costs or expenses incurred by Takeaway PR as a consequence of the contents of any press release giving rise to any liability to any third party whatsoever.

4.3   Nominate one e-mail address for the receipt of press release and where applicable the contact name, telephone number and e-mail address of one member of the Customer’s organisation who is nominated to liaise with Takeaway PR to arrange the time and location of the photo shoot and shall ensure that all details relating to the photo shoot are finalised at least 24 hours before the time of the photo shoot.

4.4   Where the customer has specifically identified trade or other such publications to whom the Customer particularly want the press release to be supplied, the Customer shall be responsible for providing sufficient contact details of such publication(s) to Takeaway PR. These publication(s) shall be included in the minimum figure of 15 media contacts referred to in clauses 3.2, 3.3 and 3.4 above.

4.5   Abide by the photo shoot rules as set out in clause 7 below and the website terms of use [insert link] and privacy policy [ insert link]

5.   Additional services

5.1   Upon the Customer’s request, Takeaway PR may provide the following additional services. Each additional service requested shall constitute a separate Order made by the Customer which Takeaway PR shall be entitled to accept or reject. Where prices are not set out in this section the price for such additional services shall be as agreed between the parties and payment shall be made in accordance with clause 6.2 below. The additional services available to the Customer are as follows:


(i)   Provision of a CD obtaining the photographs provided that the Customer requests this additional service within 7 days of the date of the photo shoot. The price for this additional service shall be £15 plus VAT;

(ii)   Preparation of second and subsequent re-drafts. The price for second and subsequent re-drafts shall be £25 plus VAT per draft;

(iii)   Longer photo shoots or photo shoot overruns, the price for which, unless agreed otherwise by the parties in writing prior to the photo shoot, shall be payable as specified in clauses 3.3 (iv) and 3.4(iv). In the event of a photo shoot overrunning the Customer shall be deemed to have ordered a longer photo shoot and Takeaway PR shall be deemed to have accepted such order;

   (iv)   Copywriting for company literature;

   (v)   Copywriting for the web;

   (vi)   Crisis Management;

   (vii)   Media Training; and

   (viii)   Production of corporate DVDs.

6.   Payment

6.1   Payment for Bronze, Silver, Gold and Platinum Services

Upon receiving the Customer’s Order Takeaway PR’s secure payment provider shall debit the Customer’s account by the total price of the Order and the applicable VAT. By submitting payment details via the website the Customer is authorising the payment provider to debit the appropriate amount from the Customer’s account.

6.2   Unavailability of Photographer

Where Takeaway PR is unable to arrange a photographer for one of the following reasons:

(a)   Having used its reasonable endeavours, Takeaway PR has been unable to engage a photographer on terms acceptable to Takeaway PR to do a photo shoot at a time and place convenient to the Customer

(b)   Takeaway PR has been unable to arrange a photographer due to the failure of the Customer to comply with any of these conditions

The Customer’s press release shall be distributed without a photograph and the Customer shall be liable to pay to Takeaway PR the fee for the Silver Service as outlined in 3.2 above. Takeaway PR reserve the right to offset this fee against any monies received from the Customer and the refund the difference to the Customer.

6.3   Payment for Additional Services

Where additional services are provided to the Customer in accordance with clause 5 above, Takeaway PR shall submit an invoice to the Customer for the requisite amount. The Customer shall pay such invoices in full within 30 days of the date of the invoice. The Customer shall not be entitled to off set any monies owing to it in connection with any Contract between Takeaway PR and the Customer against payment of the invoice.

7.   Photo Shoot Rules

7.1   Where the Customer has elected to receive either the Gold or Platinum services the Customer undertakes to abide by the photo shoot rules set out in this clause 7.

7.2   The Customer shall, at the time of submitting its Order provide both the telephone and e-mail contact details of one person within the Customer’s organisation who is able and available to liaise with Takeaway PR to organise the time and location of the photo shoot.

7.3   The Customer shall procure that the nominated respondent as referred to in clause 7.2 above shall respond to all e-mails and telephone calls from Takeaway PR concerning the photo shoot within 24 hours of such e-mail or telephone call between the hours of 0900 and 1700, Monday to Friday. For the avoidance of doubt, the hours of 0001 to 2400 on every Saturday and every Sunday shall be excluded from calculation of the 24 hour time period together with the hours of 0001 to 2400 on every bank holiday in England and Wales.

7.4   The Customer shall be responsible for ensuring that all participants to the photo shoot are present at the agreed location and ready for the photographer at the allotted time of the photo shoot.

7.5   The Customer shall procure that all of the participants of the photo shoot shall comply with all reasonable directions of the photographer.

7.6   Takeaway PR appreciates Customer feedback. The Customer is requested but not obliged to make Takeaway PR aware if any of the following circumstances occur (save that the Customer acknowledges that none of the circumstances outlined below shall constitute a breach of Contract by Takeaway PR):

(a)   the photographer is late by more than 10 minutes;

(b)   the photographer attempts to market additional services outside of the Takeaway PR business;

(c)   the photographer is unprofessional in any way, to include the excessive use of bad language.

8.   Intellectual Property Rights

8.1   As between the Customer and Takeaway PR all intellectual property rights in any press release or photograph created by or on behalf of Takeaway PR shall belong to Takeaway PR and Takeaway PR shall have the right to use any press release or photograph on its own website for its own purposes. Takeaway PR shall grant to the Customer a non-exclusive, worldwide licence to use copy reproduce distribute any press release and/or photograph created on the instructions of the Customer to enable the Customer to make reasonable use of the press release and/or photograph.

8.2   Where a photograph has been supplied by the Customer the Customer warrants that it either owns the copyright in the photograph or has a current and enforceable licence to use reproduce copy and distribute the photograph worldwide without liability to any third party for royalties or any other payment whatsoever.

9.   Limitation of Liability

9.1   This condition 9 sets out the entire financial liability of Takeaway PR (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:

(a)   any breach of these conditions;

(b)   any use made by the Customer of its services or additional services or any part of them;

(c)   any representations, statement or tortuous act or omission (including negligence) arising under or in connection with these conditions.

9.2   Save as expressly set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract for services between Takeaway PR and the Customer.

9.3   Nothing in these conditions limits or excludes the liability of Takeaway PR:

(a)   for death or personal injury resulting from negligence;

(b)   for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Takeaway PR; or

9.4   Subject to the above, Takeaway PR shall not be liable for loss of profits, loss of business, depletion of goodwill, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses and takeaway PR expressly excludes any liability for false, inaccurate or libellous press release generated as a consequence of false, inaccurate or libellous information supplied by the Customer.

9.5   Subject to the above, Takeaway PR’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 the contract shall be limited to the price paid for the services.

10.   Data Protection

10.1   The Customer acknowledges and agrees that that, subject to clause 10.2 below, data submitted will be processed by and on behalf of Takeaway PR in accordance with the privacy policy [insert link].

10.2   Where the Customer has elected to receive the Gold or Platinum services, the name of the primary customer contact and organisation will be submitted to a third party photographer to enable the photographer to identify the correct participants at the photo shoot.

11.   Force Majeure

Takeaway PR shall have no liability to the Customer under a Contract if it is prevented from, or delayed in performing, its obligations under a Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Takeaway PR 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 subcontractors.

12.   Variation
No variation of any Contract or these conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties, save that these conditions may be updated by Takeaway PR from time to time. The conditions applicable to any contract shall be the conditions displayed on the Takeaway PR website at the time of submitting the Order.

13.    Waiver

13.1   A waiver of any right under these conditions is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under any contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

13.2   Unless specifically provided otherwise, rights arising under any Contract are cumulative and do not exclude rights provided by law.

14.   Severance
If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

15.    Entire Agreement

15.1   These conditions, together with the Customer’s Order, the Privacy Policy and the Website terms of use constitute the whole agreement between the parties.
15.2   Each party acknowledges that, in entering into each Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).

15.3   Nothing in this clause shall limit or exclude any liability for fraud.

16.    Assignment

16.1   The Customer shall not, without the prior written consent of Takeaway PR, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under a Contract.

16.2   Takeaway PR may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under these conditions and may subcontract or delegate in any manner any or all of its obligations under these conditions to any third party or agent.

16.3   Each party that has rights under any contract is acting on its own behalf and not for the benefit of another person.

17.   No Partnership or Agency

Nothing in these conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

18.   Rights of Third Parties

A person who is not a party to a Contract shall not have any rights under or in connection with it.

19.    Governing Law and Jurisdiction

19.1   These conditions, and any dispute or claim arising out of or in connection with them or any Contract or its subject matter or formation (including non-contractual disputes or claims), 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 exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these conditions or their subject matter or formation of any Contract pursuant to these conditions (including non-contractual disputes or claims).