1.
Contract Terms
1.1
These terms constitute a contract between us and
you and must be read together with any
other documents
explicitly agreed to be part of this contract. Any
other terms and conditions contained in any other
document
are excluded unless their inclusion is expressly
agreed in writing.
1.2
In these terms and conditions:
1.2.1 “the
Advertising” means
the advertising or promotional material or information
supplied by
you to us for transmission by the Internet from
the Website;
1.2.2 “Internet” means
the global computer network comprising interconnected
networks using a
standard set of rules that regulate the manner
in which data is
transmitted between computers;
1.2.3 “we” and “us” means
escout (UK) Limited a company registered
in England under
number 5780909 and whose registered office
is at Crescent House,
Crescent Road, Worthing, West Sussex, BN11
1RN, United Kingdom;
1.2.4 “the
Website” means
the website at www.escout-Brighton.co.uk;
and
1.2.5 “you” means
the business with whom we have entered into a contract
on these terms.
2.
Our responsibilities
2.1
We agree that we will put your Advertising on our
Website for the time set
out
in clause 4.
2.2
We will observe all relevant UK data protection legislation
in relation
to
the data you provide
to us and we will
only use it for authorized purposes.
For further information about privacy
please
see our "Privacy Policy".
3.
Your responsibilities
3.1
You agree to pay us our charges for the Advertising
on
our Website
in advance
or
as otherwise agreed
between us.
3.2
You agree to provide accurate information to us for
the Advertising.
You also
agree to check
the accuracy
of the Advertising on the
Website. We reserve the right to remove
any material
from the
Advertising which we
at our sole discretion find
objectionable. If you
see any material elsewhere
on the Website that breaches
your
or anyone else's rights that
or
that you think should be
removed please
let us know
immediately.
3.3
You confirm that you have the right to use all
logos,
electronic storage
media (files),
text information,
and
any other photographic
materials ("the Promotional
Material") delivered
to us, both now and in
the future. You agree to
indemnify
us against any third party
claim that our use of the
Promotional Material
on your
behalf in connection with
the Advertising on the
Website infringes their
rights.
3.4
You confirm that the
Promotional Material
complies with the
requirements of all relevant
legislation
for the time being in
force.
3.5
You confirm that the Promotional Material
is
legal, decent,
honest and truthful
and complies with the British
Code of Advertising
Practice (11th Edition).
3.6
You will observe all relevant data protection
legislation
in relation to the
data you provide
to us.
4.
Right to Cancel and Length of Agreement
4.1
You have a right to cancel your
order at any
time up
to seven working
days
from the
day after
this agreement
is entered into.
4.2
This agreement shall be for
a period of
one (1) year,
and
shall be automatically
renewed
for an additional
one year period
each year afterwards
unless
terminated
by notice in
writing
a minimum of
30 days prior
to the anniversary
date, by
either us or
you.
5.
Acknowledgement
You
acknowledge that neither
we, nor
anyone else, has
control
over the Internet,
which
is a globalised
decentralised
network
of computer
systems. Service
interruptions
may
occur due
to causes beyond
our control
such as
system
malfunctions or failures
of other
parties. In
these circumstances
we will
use our reasonable
endeavours
to restore
the
Advertising
on the
Website as
soon as
reasonably practicable.
We aim
to provide 24 hour
access
to the Website
but we
cannot guarantee
a continuous
uninterrupted
access
to the
Website.
6.
Additional Services
Any
charges that
we
agree with
you
are for the
services
that
we
agree at that
time.
If
we are
asked
to
provide additional
services
or
your instructions
to
us
change we reserve
the
right
to
make
an
additional charge.
7.
Termination
7.1
Either we
or you
shall be
entitled to
terminate this
Agreement immediately
by written
notice to
the other
if the
other commits
any material
breach of
this Agreement and, in the case
of a
breach capable
of remedy,
fails to
remedy it
within 21
days after
receipt of
a written
notice giving
details of
the breach
and requiring
it to
be remedied.
7.2
Either of
us can
also terminate
this Agreement
if the
other is
the subject
of a
bankruptcy order
(or the
equivalent in any other
jurisdiction) or the
other becomes insolvent
or make
any arrangement
or composition
with, or
an assignment for the benefit of, its
creditors or
if any
of its
assets are the subject of any form
of seizure.
If either
of us
is a
company, the other can
terminate
this
contract forthwith if
the
first party
goes into
liquidation, either
voluntary or
compulsory, or
if a
receiver or
administrative receiver
or administrator is appointed.
8.
Liability
8.1
Nothing in this Agreement shall be construed
as restricting or
excluding our liability
for death or
personal injury
resulting from
our negligence
or for fraud.
8.2
Our liability to you under this
Agreement
shall
not exceed
the amount
paid by you
to us for the
Advertising over
the previous 12
months.
8.3
Subject to the immediately
preceding
sub-clause,
we shall be liable
to you in respect
of all
direct loss or
damage
caused by
our acts or
omissions and
those of our employees,
agents or sub-contractors,
other than
Excluded Loss.
In this clause
the expression "Excluded
Loss" means
all special loss
(whether or not
the possibility
of such loss
arising on a
particular
breach of contract
or duty has been
brought to our
attention at
the time of making
this contract)
and loss, corruption
or destruction
of data or loss
of profits, business
or anticipated
savings, whether
incurred directly
or indirectly,
or any indirect
or consequential
damage whatever,
either in contract,
tort (including
negligence) or
otherwise.
9. Force Majeure
Neither
of us shall be
liable
to the
other for
any breach
of this
Agreement
caused
by matters
beyond
our or your
reasonable
control,
including, but not limited
to, Acts
of God,
fire, lightning,
explosion,
war, disorder,
flood, industrial
disputes
(whether or
not involving
our or
your employees),
failures
or interruptions
of electricity
supplies,
weather of
exceptional
severity
or acts of local
or central
government
or other
authorities.
10.
General
10.1
Any notice
required
or
permitted
to be
given
by either
party
to the other
under
these terms
shall
be in writing
addressed
to
that
other party at
its registered
office
or
principal
place
of business
or such
other
address as
may at
the
relevant
time
have been
notified
under
this provision
to
the party
giving
the notice.
10.2
No
waiver or any
amendment
to
these
terms
shall
be
effective unless
in
writing and signed
by
both you and
us.
10.3
If
any
dispute
arises
out
of
these
terms
we
will
both
attempt
to
settle
it
by
mediation
in
accordance
with
the
Centre
for
Dispute
Resolution
(CEDR)
Model
Mediation
Procedure
(see
www.cedr.co.uk).
If
we
have
not
settled
the
dispute
within
42
days
of
the
start
of
the
first
meeting
held
under
such
procedure,
the
dispute
may
be
referred
to
litigation
by
either
party.
10.4
These terms
shall be
governed by
English law
and we
both agree
to submit
to the
jurisdiction of
the English
Courts. |
