Terms of Business

Toast Communications Ltd t/a Coast Agency


These standard Terms of Business are for the guidance of our clients and form part of any agreement for work commissioned from Toast Communications Ltd. All work carried out is subject to these terms except where changes are expressly agreed in writing.

Prior to commencement of work, the Agency will require bank details and a satisfactory credit rating before incurring costs, unless otherwise agreed

1 Co-operation
The Agency will co-operate fully with the Client and take the initiative in offering advice and services. The Client agrees to assist the Agency in the performance of these duties by making available to the Agency all relevant information and executive time as required.
The Agency will at all times comply with the professional standards of the industry and the codes of professional practice.

2 Approval by the Client
The expression ‘Written Approval’ in this Agreement including the Standard Terms of Business shall mean Written Approval by employees of the Client authorised to approve the Agency’s work and/or expenditure. The Agency shall not be responsible for any delay in the performance of the Services resulting from the unavailability of an authorised person to provide Written Approval.
Written Approval shall mean approval signified by:

  1. An email, letter, fax or purchase order from the Client bearing the signature of an authorised person or an e-mail emanating from the individual business e-mail address of an authorised person; or
  2. oral approval by an authorised person, provided such oral approval is confirmed in writing within two working days by way of a written report via email, fax or letter from the Agency to the Client; or
  3. the signature of an authorised person on the Agency’s documentation

After obtaining general approval of campaign or project plans, the Agency shall submit to the Client for specific Written Approval as required:

  1. draft press releases, articles, photographs and captions
  2. copy, layouts, artwork and scripts
  3. cost estimates of the various items in the programme.

Written Approval of drafts or proofs shall be taken by the Agency as authorisation to proceed to publication on the basis that the client has checked the proof and is fully assured that all aspects of copy, pictures, layout and all information contained is satisfactory.

Written Approval of estimates submitted shall be taken as authorisation to enter into contracts with suppliers on the basis of such estimates.

3 Costs and expenses
Unless otherwise agreed, projects are charged on an hourly rate, dependent on the time, type and complexity of the work. .
All materials and services purchased from third party suppliers on behalf of a client are quoted competitively in advance after we have researched the marketplace for preferred suppliers that meet our demanding standards.
Where time permits it is the agency policy to estimate the following costs in advance unless otherwise agreed .
Estimates allow for one set of authors corrections only and the Agency reserves the right to charge for additional work and corrections.

  1. Advertising artwork and mechanical items
  2. Copy inputting, laser proofing ,proof checking,
  3. Library and copyright fees
  4. Design, artwork and print
  5. Photography and costs relating to props, styling and research
  6. Artiste/celebrity fees
  7. Copy writing
  8. Direct mail, planning and fulfilment
  9. Entertainment on behalf of the client
  10. Evaluation
  11. Exhibition and display materials
  12. Film production
  13. Market research
  14. Media monitoring
  15. Newspapers and magazine subscriptions
  16. Photocopying and stationery
  17. Photography and prints
  18. Postage and packaging, telephone and telecommunications
  19. Press material production and distribution
  20. Special events, meetings, conferences etc
  21. Specialist IT software
  22. Storage
  23. Travel, accommodation and subsistence
  24. Venues

4 Fees where applicable
When a service fee is agreed, it will be based on management and administrative time in the UK, and charged on a monthly basis at the agreed rate.
Additional work outside the contract can be agreed and estimated in advance.
These fees apply to work carried out in the UK only during normal working hours. They do not apply to supervision of work performed outside that territory, for which the Agency would agree rates.
If annual or monthly fees or hourly charge out rates are specified above, these will increase on 1 April each year by a percentage equal to the annualised percentage increase in the Retail Price Index published by the Office for National Statistics over the preceding twelve month period.
Fees are calculated on the basis of information supplied by the Client. If the information supplied is incomplete or misleading or the Client’s plans are subsequently amended, leading to an increase in the work required from the Agency, the Agency reserves the right to revise the fees accordingly, subject to the Client’s approval (which is not to be unreasonably withheld or delayed).

5 Payment Terms

  1. All invoices rendered by the Agency will be due by the 28th day of the month following the invoice. However, the Client agrees to pay immediately on presentation any invoices in respect of advance or instalment payments required to be made to suppliers.
  2. The Agency’s service fees (includes PR) where applicable will be invoiced monthly. Other work /projects will be invoiced on completion unless otherwise agreed.
  3. Disbursements will be invoiced monthly in arrears.
  4. 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. Overdue payments shall attract interest at an annual rate of 2% above the prevailing base rate of the Agency’s clearing bank. Interest shall accrue on a daily basis from the date payment becomes due until the Agency has received payment of the overdue amount together with all accrued interest.
  6. The Agency 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.
  7. If exchange rate fluctuations cause the cost to the Agency of materials or services purchased overseas for the Services to differ from the cost anticipated when the Agency ordered the relevant materials or services (or obtained the Client’s approval for such costs), the Agency shall charge the Client at the exchange rate on the date the Agency 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.
  8. The Agency reserves the right to unilaterally terminate or suspend further services until payment is received for invoices overdue for payment. Such termination or suspension will be notified in writing and following such suspension or termination, the Agency’s contractual and general law duty of care to you will cease.

6 Media Buying
If a media buying service is required, separate terms and contract will apply.

7 Public Relations
On-going PR programmes can either be quoted on a project basis or monthly fee basis, subject to a separate contract, additional to these standard terms.

8 Agency/agency Status
The Agency acts in all contracts as a principal at law.
All work is supplied based on current industry standards and conditions of the publishing, printing and allied industries

9 Exclusivity
The Agency will not represent conflicting interests, but may represent competing interests with the express consent of the parties concerned. We may also represent same or similar business sectors.

10 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 Agency 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 Agency is committed prior to, or as a result of, the cancellation or amendment and which cannot be recovered by the Agency. The Client shall pay the Agency’s fees covering the cancelled or amended Services, as well as any charges raised by third parties arising from the cancellation or amendment.

11 Copyright and Intellectual Property Rights in Created Work

  1. In order that the Client may own worldwide copyright and intellectual property rights in the created work, the Agency 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 Agency 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 Agency has not received the fees payable.
  2. In the event that any created work includes material the rights in which are owned by a third party, eg photo library shots the Agency shall grant to the Client (at the Client’s expense) only such rights as the third party permits the Agency to grant to the Client. Such rights will only apply to the job for which it was supplied unless otherwise agreed.
  3. Notwithstanding any assignment of rights, the Agency may use any of the created work for the purposes of internal training or in the promotion of the Agency.
  4. The provisions of this clause shall survive the expiry or termination of the Agreement.

12 Confidential Information

  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.
  2. The Agency 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 Agency to carry out its obligations under the Agreement.
  3. For the avoidance of doubt, the restrictions in this Clause shall not prevent:
    1. the disclosure or use of information in the proper performance of the Agency’s duties;
    2. the disclosure of information if required by law; or
    3. the disclosure of information which is already in the public domain otherwise than through unauthorised disclosure by the Agency.
  4. Nothing in the Agreement shall prevent the Agency from using the name of the Client in any list of clients used by the Agency for its own promotional purposes unless the Client has notified the Agency in writing that it is unwilling for its name to be so used.
  5. The provisions of this clause shall survive the expiry or termination of the Agreement.

13 The Agency’s Warranty and Indemnity

  1. The Agency 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 Agency and communicated to the Client.
  2. The Agency shall not be liable for: (i) any loss or damage suffered by the Client arising out of any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond the Agency’s reasonable control; or (ii) any delay in or omission of publication or transmission or any error in any press or other publication unless such delay, omission or error is due to its own default or neglect; or (iii) any consequential loss or damage of any kind whether caused by tort (including negligence), breach of contract or otherwise, and whether or not such loss or damage was foreseeable.
  3. The Client shall effect such insurance as is suitable having regard to all the circumstances and the provisions of this clause.
  4. The provisions of this clause shall survive the expiry or termination of the Agreement.

14 The Client’s Warranty and Indemnity

  1. The Client warrants that to the best of its knowledge, information and belief all information supplied to the Agency before, during and after the Agreement shall be accurate and not in any way contrary to English law and that it is entitled to provide such information to the Agency for its use without recourse to any third party.
  2. The Client shall indemnify and keep indemnified the Agency from and against any and all damage, loss, costs, expenses (including legal costs and expenses) and liability whether civil or criminal which the Agency may incur or suffer resulting from any act, neglect or default of the Client or its agents, employees or licensees, or the infringement of the intellectual property rights of any third party or any successful claim for defamation, provided that such liability was not incurred by the Agency through any default in performing its obligations under the Agreement.
    The provisions of this clause shall survive the expiry or termination of the Agreement.

15 Client’s Property
The Agency shall take reasonable care of any property belonging to the Client and made available to the Agency for the purpose of this Agreement. Such property shall be at all times at the sole and entire risk of the Client, and the Agency shall not be subject to any other liability for it.

16 Insurance of Created Work
Created work retained by the Agency shall at all times, while in the Agency’s possession, be insured by the Agency against loss or damage.
The Client shall insure created work against loss or damage when in transit between the Agency and the Client or any third parties for the purposes of production or publication and when in the possession of those third parties.

17 Employee Poaching
During the Agreement and for six months after its expiry or termination, neither the Agency nor the Client shall, without the written consent of the other, solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person who is employed by the other or has been employed by the other during the preceding six months, and who has been involved with the Services provided under this Agreement, to terminate his or her employment with the other party.

18 Force Majeure

  1. Neither party shall be liable for any delay in performing or failure to perform its obligations under the Agreement to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”) provided that the event of force majeure is not due to the fault or negligence of that party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.
  2. Immediately upon becoming aware of any event of force majeure, the affected party shall notify the other party of the manner and extent to which its obligations are likely to be prevented or delayed, and the dates of performance of any obligations affected shall be postponed for so long as is made necessary by the event of force majeure.
  3. If any event of force majeure continues for a period longer than two months, either party may terminate the Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination. In case of termination, any sums due to either of the parties shall be paid immediately.

19 Entire Agreement, Amendment, Waiver

  1. These Standard Terms of Business and the documents referred to in them contain the whole agreement between the parties and supersede any previous agreement between them relating to the subject matter of the Agreement, whether written or oral. The parties acknowledge that neither of them has relied upon any representation, written or oral, of any person but only as expressly set out in the Agreement.
  2. Any valid alteration to or variation of the Agreement must be in writing and signed on behalf of each of the parties by a duly authorised representative.
  3. No failure of either party to enforce at any time or for any period any term or condition of the Agreement shall constitute a waiver of such term or of that party’s right later to enforce all terms and conditions of the Agreement.

20 Proper Law and Jurisdiction
These terms of business are governed by and are to be construed in accordance with the laws of England and Wales.