1. Definitions:

Agreement: the agreement between the Supplier and the Customer for the supply of Services, which includes these Conditions and the Proposal.

Commencement Date: has the meaning given in clause 2.3.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.2.

Fees: the fees payable by the Customer for the supply of the Services in accordance with clause 5.

Proposal: the document setting out the description or specification of the Services by the Supplier to the Customer.

Services: the services supplied by the Supplier to the Customer as set out in the Proposal.

Supplier: AdsVentures (Marketing) Limited registered in England and Wales with company number 10253135

Supplier Materials: has the meaning set out in clause 4.1(d).

  1. Basis of contract
    • The Supplier shall send an Agreement to the Customer.
    • If the Customer wishes to proceed, the Agreement must be signed and returned to the Supplier, or in the absence of signature, continuing instructions from the Customer shall be taken as deemed acceptance of the Agreement.
    • The Agreement will commence on the date as set out within it (Commencement Date)
    • These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  2. Supply of Services
    • The Supplier shall supply the Services to the Customer in accordance with the Agreement and as set out further in the Proposal.
    • The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    • The Supplier reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  3. Customer’s obligations
    • The Customer shall:
      • ensure that the terms of the Agreement are complete and accurate;
      • co-operate with the Supplier in all matters relating to the Services;
      • provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      • keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
    • If the Supplier’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      • without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and
      • the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  1. Fees and payment

5.1         The Fees for the Services shall be set out in the Agreement. The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services.

5.2       The Supplier shall invoice the Customer monthly or as set out in the Agreement and the Customer shall pay each invoice submitted by the Supplier within 7 days of the date of the invoice, and time for payment shall be of the essence.

5.3         All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax unless specified otherwise.

5.4         All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  1. Intellectual property rights
    • All Intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Customer) shall be owned by the Supplier.
  2. Data protection

The parties shall comply with their data protection obligations as set out in Schedule 1.

  1. Limitation of liability
    • References to liability in this clause 8 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    • Nothing in this clause 8 shall limit the Customer’s payment obligations under the Agreement.
    • Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 8.2 (No limitation in respect of deliberate default), and clause 8.4 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer shall not exceed £5000.
    • Subject clause 8.2 (No limitation in respect of deliberate default), clause 8.3 (No limitation of customer’s payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded:
      • loss of profits.
      • loss of sales or business.
      • loss of agreements or contracts.
      • loss of anticipated savings.
      • loss of use or corruption of software, data or information.
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • The Customer is solely responsible for undertaking the due-diligence on the validity and legality of the products, goods and/or services to be promoted under the Agreement. The Supplier accepts no liability or responsibility in this regard and the Customer assumes full liability for any/all associated losses.
    • This clause 8 shall survive termination of the Agreement.
  2. Termination
    • Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving the other party one full calendar months written notice.
    • Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Agreement or any other Agreement between the Customer and the Supplier if the Customer fails to pay any amount due on the due date for payment or if the Supplier considers that there has been a breach of the Agreement which is incapable of rectification.
  3. Consequences of termination
    • On termination or expiry of the Agreement:
      • the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • the Customer shall return all of the Supplier Materials which have not been fully paid for.
    • Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
    • Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
  4. General
    • Force majeure. Neither party shall be in breach of the Agreement or failure result from events, circumstances or causes beyond its reasonable control.
    • Assignment and other dealings.
      • The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.
      • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the Supplier.
      • Each party undertakes that it shall not at any time and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3(b).
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.
    • Entire agreement.
      • The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in it.
      • Nothing in this clause shall limit or exclude any liability for fraud.
    • Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
    •  

Any notice or other communication given to a party under or in connection with the Agreement shall be in writing (including email). This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

  • Third party rights.

Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement

  • Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
  • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

Schedule 1

Definitions

“Shared Personal Data” means personal data held by each party as a data controller, which is provided to the other as a data controller under these Terms.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the UK Data Protection Legislation in force at the time.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data

Purpose

The provision of services in line with the Agreement.

Representative(s): in relation to each party

  1. its officers and employees that need to know the confidential Information for the Purpose;
  2. its professional advisers or consultants who are engaged to advise that party
  3. its contractors and sub-contractors engaged by that party; and
  4. any other person to whom the other party agrees in writing that confidential information may be disclosed

DATA PROTECTION

Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, including the following:

  • to ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Representatives for the Purpose;
  • to process the Shared Personal Data only for the Purpose;
  • not to disclose or allow access to the Shared Personal Data to anyone other than the Representatives;
  • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party where practicable, to protect against unauthorised or unlawful processing of any of the Shared Personal Data and against accidental loss or destruction of, or damage to, any of the Shared Personal Data;

Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation in relation to the Shared Personal Data.