1. Definitions
In these Conditions the following definitions shall have the following meanings:
“Advertisement”
means the advertisement(s) sent by the Customer to be placed on the Company’s Website.
“Annual Subscription”
means the annual subscription service details of which are given on the Company’s Website.
“Company’s Website”
means the Company’s website “www.skillsforlifenetwork.com”.
“Contract”
means the contract made between the Company and the Customer for the placing of the Advertisement on the Company’s Website.
“Customer”
means the party wishing to place the Advertisement and with whom the Company contracts.
2. Basis of contract
2.1 These Conditions shall form the terms and conditions of the Contract and shall apply to the exclusion of any terms or conditions whether put forward by or on behalf of the Customer in or on its order or otherwise or whether implied by law (insofar as the exclusion of the same is lawful).
2.2 A contract shall come into existence when the Advertisement has been previewed and approved by the Customer.
2.3 No alteration to these Conditions shall be effective unless expressly agreed to in writing by the Company.
2.4 The Company may in addition to placing the Advertisement on the Company’s Website and in order to increase the exposure to the Advertisement place the Advertisement on any other relevant website operated by the Company and/or any third party at no extra cost to the Customer and the Customer acknowledges, agrees and accepts that by requesting the Company to place the Advertisement the Company may so place the Advertisement as provided for in this condition 2.4.
3. Price and Payment
3.1 The fees for placing an Advertisement on the Company’s Website are available on request as set out in the “Advertise” pages on the Company’s Website. The Company shall be entitled to charge the Customer a further placement fee where variations to the Advertisement are requested by the Customer and accepted by the Company whether such variations are made by the Company or by anyone else. Any variation will result in the advertisement becoming a replacement advertisement. Where the customer requests the Company to place a duplicate advertisement a placement fee shall be charged for each advertisement.
3.2 If the Customer requests the Company to place any Advertisement which includes details of more than one post the Company may split the Advertisement into an Advertisement for each post or each category of post as it deems appropriate and a placement fee is payable in respect of each Advertisement into which the Customer’s request is split and which the Company so places on the Company’s Website.
3.3 Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be charged where appropriate at the rate prevailing at the relevant tax point.
3.4 The Company may invoice the Customer at any time after the draft Advertisement has been placed on the Company’s Website, and the Customer shall make payment in full prior to the Advertisement going live. Credit may be offered at the Company’s discretion.
3.5 Where Annual Subscriptions are paid by instalments any delay or default by the Customer in making payment in respect of any one instalment shall render all the remaining instalments due forthwith, and interest will be charged in accordance with condition 3.6 with immediate effect from the date such instalment payment became overdue until the date of actual payment of the full amount of the Annual Subscription.
3.6 Interest at the annual rate of [4]% over the base rate of the National Westminster Bank plc will be charged on a daily basis on all monies outstanding after the due date until the actual date of payment (both before and after judgement).
4. Termination and suspension
4.1 Without prejudice to any rights and remedies available to it, the Company shall be entitled, forthwith on written notice to the Customer either to terminate the Contract wholly or in part and/or any other contract with the Customer or to withhold performance of all or any of its obligations under the Contract and/or any other contract with the Customer (and on the giving of such notice all monies outstanding from the Customer to the Company shall become immediately due and payable) if;
4.1.1 any sum owing to the Company from the Customer on any account whatsoever shall be unpaid 30 days after the due date for payment;
4.1.2 the Customer commits or suffers any of the following namely the passing of a resolution or the presentation of a petition for winding-up, bankruptcy or for the appointment of an administrator, the appointment of a receiver and/or manager or administrative receiver over the whole or any part of the Customer’s undertaking and assets, the making of a proposal for a voluntary arrangement within the Insolvency Act 1986 or of a proposal for any other composition scheme or arrangement with or the calling by the Customer of any meeting of its creditors generally, the levying of execution or distress or diligence on any of its assets, the failure to pay its proper debts as and when due and anything analogous to any of the foregoing under the law of the jurisdiction where the Customer is established.
4.1.3 the Customer shall commit any breach of any contract (including without limitation the Contract) with the Company.
In the event of a suspension of performance of the Contract the Company shall be entitled to require, as a condition of resuming performance, the pre-payment, of any further advertisement(s).
5. Warranty
5.1 The Customer warrants that:-
5.1.1 it has obtained all necessary consents in respect of the Advertisement and that the Advertisement complies with all necessary legal statutory and regulatory requirements including, but not limited to any codes under the supervision of the Advertising Standards Authority;
5.1.2 the Advertisement does not and will not infringe any copyright trade mark and/or any other right of any third party and does not amount to passing off;
5.1.3 the Advertisement is honest decent truthful accurate and contains nothing which is defamatory, libellous or blasphemous or which would or might have a detrimental effect upon the reputation of the Company; and
5.1.4 the Advertisement does not discriminate against any person(s) on the grounds of race sex, sexual orientation, disability and/or religion or belief and/or any other ground that may be rendered unlawful by any changes in legislation from time to time.
5.2 The Customer shall be responsible to the Company for ensuring the accuracy and sufficiency of its Advertisement
6. Right to Refuse to Accept or to Remove Advertisement
6.1 The Company reserves the right to refuse to place any Advertisement at its discretion including but not limited to where the Advertisement contains moving images or which the Company believes is or may be of an illegal or libellous nature or may be an infringement of the proprietary or other rights of a third party or is otherwise unsuitable for publication.
6.2 The Company further reserves the right to remove any Advertisement for any reason including but not limited to those set out in this condition 6. In which case the Company’s sole obligation shall be to so inform the Customer and the Company shall have no liability whatsoever in respect thereof.
7. Extent of Liability
7.1 The Company will not be liable to the Customer:-
7.1.1 in contract tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by reason of any act omission neglect or default (including negligence) in the performance of the Contract by the Company its servants or agents in a sum in excess of the fee paid for the Advertisement or, if the Advertisement was placed subject to an Annual Subscription, the proportionate cost of the Advertisement in relation to the Annual Subscription;
7.1.2 in contract tort (including without limitation negligence) and/or breach of statutory duty for any loss of profit, any indirect or consequential (including economic) loss of any kind which the Customer may suffer by reason of any act omission neglect or default (including negligence) in the performance of the Contract by the Company, its servants or agents; provided that nothing in these Conditions shall operate so as to exclude the Company’s non-excludable liability in respect of death or personal injury caused by the negligence of the Company its servants or agents or to exclude liability for fraudulent misrepresentation.
8. Indemnity
8.1 Without prejudice to any other provisions in these conditions the Customer shall indemnify the Company in full against all liability, loss including loss of profit, costs, damages and expenses (including legal expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
8.1.1 breach of any warranty given by the Customer in relation to the Advertisement;
8.1.2 any claim that the Advertisement infringes the copyright trade mark and/or any other intellectual property rights and/or any other right of any other person;
8.1.3 any breach of any of the Customers obligations under the Contract and/or any act omission or negligence on the part of the Customer.
9. General
9.1 No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver of nor shall any waiver by the Company of any breach by the Customer of any of its obligations under the Contract affect the rights of the Company in the event of any further or continuing breach.
9.2 Any notice required to be given in writing under the Contract shall be given by email to the Company at the Company’s Website and by email to the Customer at the website stated on the Advertisement or any postal address subsequently notified in writing by the Customer to the Company and shall be deemed to have been received, in the case of a an email upon transmission and, in the case of a letter, forty-eight hours after posting.
9.3 Neither party shall have any liability for any failure to perform or any delay in the performance (other than as to payment) of any obligations under the Contract caused by any factor beyond its reasonable control.
9.4 Each and every obligation contained in these Conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforceability of any other obligation.
9.5 The Contract shall be governed by English Law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
9.6 The Contract is personal to the Customer. The Customer shall not assign, transfer or charge its rights and responsibilities under this Contract or any of them without the prior written consent of the Company.
9.7 The Conditions and the Contract shall not constitute and shall not be deemed to constitute a partnership between the Company and the Customer and the Customer shall not act nor purport to act as agent for the Company but solely as an independent contractor.
9.8 For the avoidance of doubt nothing in these Conditions shall confer on any third party any benefit or the right to enforce any provision of these Conditions.
10. Email Communications
10.1 All messages are confidential. If you are not the intended recipient you should not copy or disclose any message to anyone but should kindly notify the sender and delete the message.
10.2 Opinions, conclusions and other information in any message that do not relate to the official business of www.skillsforlifenetwork.com shall be understood as neither given nor endorsed by it.
10.3 No contracts shall be concluded by means of an email.
10.4 Neither www.skillsforlifenetwork.com nor the sender accepts any responsibility for viruses and it is the recipients responsibility to scan an email and any attachments.
10.5 www.skillsforlifenetwork.com reserves the right to access and disclose all messages sent over its email system.