Terms and Conditions
TERMS & CONDITIONS Definitions. Agreement - These terms and conditions and the front sheet agreed between the parties setting out the Client, Supplier, Feature, Charges and Date: Client - The person firm or company with whom the Supplier contracts: Charges - The fees agreed between the parties: Features - The feature placed by the Client under this Agreement including any other service: Reviews - Content added to the website by users, that comments on a Client business: Services - Any services provided under this Agreement: Site - The website on which a Feature will be displayed, bearing the domain name Daventry Breakfast Club: Supplier - The Supplier identified on the front sheet of this Agreement. Basis of the Agreement. In consideration of these presents:- 1 The Supplier agrees to provide the Services to the Client and the Client agrees to comply with the terms of this Agreement 2. An Agreement shall only be formed on acceptance by the Supplier of the Client’s order 3. These terms and conditions shall apply to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any order or other document. In the case of any conflict or ambiguity between terms, this document shall prevail 4. The Supplier may employ sub-contractors to carry out any part of its obligation sunder the Agreement at its sole discretion and it may assign its rights and obligations under this Agreement to any other party. The Supplier acts as principal in this Agreement. The Client may not assign its rights and obligations under this Agreement without the written consent of the Supplier 5. Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorised officer of the Supplier 6. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time Supplier’s Responsibilities 7. The Supplier will display the Feature on the Site in the standard format applicable to the Feature chosen, using artwork supplied by the Client 8. The Supplier makes no warranty as to the usage of the Site, which the parties recognise is beyond the control of the Supplier 9. In the event of Site being inaccessible for a continuous period of more than 7 days or permanent closure of the Site, in either case for technical or other reasons, the Supplier reserves the right at its discretion to:- a. transfer the Feature to an alternative suitable site, such suitability to be determined by the supplier alone acting at its discretion; or b. close the site 10. The Supplier has no responsibility for the content of the Feature Client’s Responsibilities 11. The Client will provide the Supplier with such text, artwork, information, copies, logos, drawings and designs and will do so in such formats and at such time or times as the Supplier may reasonably need to produce the Feature and to perform the Services in accordance with this Agreement. The Client is responsible for ensuring that such material and answers are accurate and complete 12. The Supplier reserves the right to edit amend or refuse to accept proposed Features which it considers to be offensive, unlawful or inappropriate, or which appear to infringe the intellectual property rights of any third party 13. If the Client fails to produce such artwork and other material in accordance with clause 11 or supplies only material which the Supplier consider to be offensive, unlawful or inappropriate or such appear to infringe the intellectual property rights of any third party the Supplier reserves the right to produce a basic Feature to is own design to promote the Client’s business without seeking the Client’s approval for the remaining term of this Agreement or until suitable artwork and other material is supplied whichever is sooner 14. The Client will obtain all necessary licences or consents that may be needed in connection with the content or display of the Feature and the use of the artwork and other material supplied by it and it shall indemnify the Supplier in full against any costs claims demands or expenses which the Supplier may incur as a result of breach by the Client of this clause 15. The Supplier shall be entitled to rely upon verbal approval changes or other instructions received from the Client 16. If no such notification is received within that period, the Client shall be deemed to have accepted the Feature content. After acceptance, whether deemed or otherwise the Client shall not be entitled to reject the Feature nor to have any changes made by the Supplier, whether or not it complies with any material supplied by the Client without the consent of the Supplier in which event the Supplier may levy reasonable additional charges for such work 17. The Client may request that the supplier makes changes to the Feature at any time in writing but the Supplier may levy reasonable charges for such work Payment Provisions 18. The charges will be paid in advance in full prior to any work being undertaken 19. The charges do not include VAT or any similar sales tax impost or custom duties which will be paid additionally by the Client at the ten prevailing rate Intellectual Property 20. Any intellectual property rights in the Feature, save for that attaching to any logos, designs, names and other material originally supplied by the Client shall remain the property of the Supplier. No right or licence is granted by this Agreement 21. The Client may not use or reproduce in any form any of the Features on the Site without the prior written consent of the Supplier 22. To the extent that the client supplies the Supplier with any original copyright or other protected material the Client grants a licence to the Supplier to publish reproduce adapt and otherwise use without limitation any such material for the purposes of its performance of this Agreement but not otherwise 23. At termination any unused Feature or other material prepared by the Supplier whether the subject of copyright or not shall remain the Supplier’s property and shall not be used by the Client subsequently without the written consent of the Supplier Warranties and Indemnities 24. The Client warrants that it has not relied on any representations made by or on behalf of the Supplier save as contained in this Agreement 25. The Client warrants that any copy logo specification design instruction or other material supplied by it to the Supplier and any proof approved by the Client will not infringe any intellectual property or other rights of any third party nor will it be defamatory or otherwise unlawful nor infringe the Trade Descriptions Acts and the Client will indemnify the Supplier in respect of any claim relating to such infringement 26. The Client warrants that all the facts claims and offers given by it about its products or services are accurate and in no way misleading and that the terms of any offers contained therein will be honoured 27. This Agreement is between the Client and the Supplier and its places no rights liabilities or obligations under the owners of the satire or their associated companies or assigns Limitation of Liability 28. The Supplier shall not be responsible for any errors in the Feature or any unsatisfactory Services which are approved by or are the fault of the Client or any third party 29. The terms of this Agreement represent the whole agreement between the parties and all other warranties conditions terms undertakings or representations of any kind whether express or implied statutory or otherwise including (without limitation) as to the condition quality performance or fitness for purpose of any goods or the standard of care used in the provision of services are hereby expressly excluded from the Agreement save as prohibited by law 30. The Supplier shall not be liable under contract tort (including negligence) or otherwise for any loss of production loss of corruption of data loss of profits or of contracts loss of operation time loss of goodwill and loss of anticipated savings nor for any indirect or consequential loss damage cost or expense of any kind whatever and however caused 31. Save where its liability cannot be limited by law the Supplier’s total liability (whether in contract tort including negligence or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed two times the Charges then payable for a 12 month period in aggregate 32. The supplier shall not be liable for any change to the content of the Feature if the variation does not materially affect the characteristics of the Feature and the substituted materials and content (if any) are of comparable quality to the originals 33. The parties recognise that the nature of websites is that complete continuity of access to the Site cannot be guaranteed 34. The Supplier shall be under no obligation to restrict or limit the type or number of Clients which may Feature on the Site and without limitation the Client shall have no recourse in the event that a competitive or conflicting business is Featured 35. The Supplier shall not be liable for the contents of any Review that is posted on the site or any user-generated comment whether or not the Review or Comment has been moderated by The Supplier Duration and Termination 36. This Agreement shall commence on the Commencement Date and shall continue in effect for an initial period of 12 months and thereafter until terminated by either party serving not less than three months written notice on the other expiring at any time after the first anniversary 37. The Supplier may terminate this Agreement or suspend its performance with immediate effect on written notice if the Client a. ceases or threatens to cease to carry on its business or becomes insolvent has a receiver or administrator appointed makes any arrangement for the benefit of its creditors goes into liquidation or enters into any other insolvency process b. commits a material breach of this agreement and (in the case of a breach capable of remedy) fails to remedy it within seven days of receipt of written notice from the supplier specifying the breach and containing a warning of an intention to terminate if the breach is not remedied c. in the opinion of the Supplier is not providing sufficiently high levels of service or customer care and is adversely affecting the credibility and reputation of the Site d. defaults in paying any sums due to the Supplier under this Agreement 38. Termination of this Agreement shall not affect any rights of the parties accrued to them up to the date of termination Miscellaneous 39. Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this Agreement due to any act of God war strike lock-out industrial action fire flood drought tempest or other force majeure event beyond the reasonable control of either party 40. All notices to be given under this Agreement shall be in writing and shall be sent to the normal business address of the party concerned as set out in this Agreement by first class post or by hand 41. No delay or failure by the Supplier to exercise any of its powers rights or remedies under this Agreement will operate as a waiver of them and any waiver to be effective must be in writing 42. If any part of this Agreement is found by a court or other competent authority to be invalid unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law 43. Both parties shall keep confidential all material concerning the business affairs of the other which shall be disclosed in the course of performance of this Agreement save for any information in the public domain 44. This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous communications representations and other arrangements written or oral Personal Information 45. The supplier may use a Client’s personal information to communicate with Clients via email newsletters or other avenues to offer marketing information and other communications to assist in business related activities 46. By signing this Agreement the Client will be indicating your agreement to receive marketing messages 47. If a Client wishes not to have their information used for these purposes they may elect to opt-out from future communications by notifying the supplier in writing to the registered address on this agreement or using the unsubscribe link in any email communication.
I hereby agree to the above terms and conditions :