TERMS AND CONDITIONS (ADVERTISING)
Your attention is particularly drawn to the provisions of clause 19 (Limitation of liability).
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation apply to these Terms.
Account means an account which is automatically set up when you submit an order.
Advertisement means any Content displayed on our Website pursuant to an Order Confirmation for the provision of Services.
Blog means a discussion or information published on the Website by us which may contain User Generated Content about you.
CAP Code means the UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing.
Charges has the meaning set out in clause 11.1.
Claim means any claim including demands, threatened or filed proceedings, fines, awards, penalties howsoever arising including any liability, damages or cause of action.
Commencement Date has the meaning set out in clause 4.2.
Complaint has the meaning set out in clause 16.2.1.
Confidential Information means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, between you and us for the purpose of fulfilling our respective obligations under the Contract. Including, but not limited to, the existence of the Contract and its contents, all confidential or proprietary information relating to the intellectual property rights, the know-how or trade secrets, technical information, any personal information and any other information that is identified as being of a confidential or proprietary nature. For the avoidance of doubt, information is not Confidential Information if it is or becomes generally available to the public or we can prove that it was lawfully in our possession before it was disclosed by you or you and us agree that the information is not confidential.
Content means any content, design elements or advertising material that forms an Advertisement and includes but is not limited to text, layout, shading, colouration, images, animation, pictures and links.
Content Issue has the meaning in clause 9.3.
Contract has the meaning set out in clause 3.1.
Costs mean any cost, expense or disbursement, including judgment debts, adverse costs orders, settlement sums, penalties, fines, professional legal fees, administrative costs of proceedings, expert witness costs, or costs required for compliance with orders for equitable relief.
Data Protection Legislation means the EU General Data Protection Regulation (GDPR), the Data Protection Act 2018 (DPA), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all equivalent data protection laws in force from time to time in a relevant jurisdiction where the Services are performed or received.
Event Outside Our Control has the meaning set out in clause 23.
External Elements means functions and design elements provided by a third party, which may be made available to you as part of the Services, including when integrated into any website or other product or output of the Services.
Free Service means a Service provided without any Charges being applied or with zero Charges.
Impressions mean the number of times your Advertisement is presented to your target audience.
IPR means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information, know-how, trade secrets, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
NTD Procedure has the meaning set out in clause 16.1.
Permitted Recipient has the meaning set out in clause 20.5.
Order Confirmation has the meaning set out in clause 4.2.
Services mean those Advertisement packages offered by us to you on our Website and which you have elected to purchase pursuant to these Terms and Service shall be construed accordingly.
Terms has the meaning set out in clause 3.1
User means a customer using the Website to view an Advertisement.
User Generated Content means Content created, transmitted via or otherwise communicated by consumers interacting with the Website, and includes Blog posts, comments, feedback, reviews, ratings, testimonials, questions and other public or private messages that may be submitted to or posted on our Website relating to your business or the goods or services that you provide.
we, us, our has the meaning set out in clause 2.1.
you means the person purchasing the Services and whose details are set out in an order accepted by us.
Your Default has the meaning set out in clause 8.4.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 A reference to writing or written includes email but not fax.
2. ABOUT US
2.1 Company details. INSIDE LONDON LIMITED (company number 11563550) (we, us and our) is a company registered in England and Wales and our registered office is at Hollybank House, Broad Green, Earl Stonham, Stowmarket, Suffolk, IP14 5HU. Our VAT number 307 1853 15.
2.2 Contacting us. To contact us telephone our customer service team at 01379 890750 or e-mail email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 25.2.
2.3 Professional indemnity insurance. We maintain [worldwide] professional liability insurance. Our compulsory insurer is American International Group UK limited.
2.4 and our policy number is 0034734270
3. OUR CONTRACT WITH YOU
3.1 Our contract. These terms and conditions (Terms) apply to the order by you and the supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.3 Language. These Terms and the Contract are made only in the English language.
3.4 Your copy. You should print a copy of these Terms or save them to your computer
for future reference.
4. PLACING AN ORDER AND ITS ACCEPTANCE
4.1 Placing your initial order. Please follow the onscreen prompts (by clicking on the +Add Listing button on the homepage and then fill in the onscreen template to create your Advertisement) to place an order. You may only submit an order using the method set out on the Website. Each order is an offer by you to buy the Services specified in the order subject to these Terms.
4.2 Accepting your order. Once you have submitted your order, we shall send you an email to notify you that your order is pending whilst we carry out our checks to verify your Advertisement. For the avoidance of doubt, this email is not our acceptance of your order and it does not create a contract between us.
Our acceptance of your order takes place when we send an email to you to accept it (after verification by us that it complies with our requirements pursuant to these Terms) (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence and your Advertisement will be shown on our Website. The Contract will relate only to those Services confirmed in the Order Confirmation.
4.3 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4.4 Subsequent orders. When placing your initial order, you will be prompted to set up an Account which will enable you to manage your order, create new orders, amend your Advertisement to include new deals and/or promotions, review how many customers have viewed your Advertisement etc. Your order will not be accepted by us unless you create an Account with us.
4.5 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us by enabling you to click on the “Listing
Preview” button before submitting your order. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate. You are able to amend your Advertisement at any time free of charge through your Account. Pursuant to clause 7.5, we shall have no liability whatsoever in respect of any errors or omissions in your Advertisement at any time.
4.6 Upgrading the location or the format of your Advertisement. You can log in to your Account at any time to upgrade the location and/or the format of your Advertisement. You will be required to pay in advance any additional upgrade Charges before the changes to your Advertisement can be made.
5. Multiple orders. You may submit multiple orders for the same business (to be displayed in different locations on the Website using different advertising packages), but any such multiple orders shall be subject to verification and acceptance by us at our sole discretion subject to these Terms.
6. CANCELLING YOUR ORDER
6.1 Subject to this clause 6, you may cancel the Contract at any time.
6.2 To cancel the Contract, you must log in to your Account and follow the prompts to remove your Advertisement from our Website and/or delete your Account.
6.3 If you cancel the Contract, you will not receive a refund for any part of the Services which have not yet been performed under the Contract.
6.4 Cancelling your Contract with us does not prevent you from placing any subsequent orders in the future. Any new orders you may place will be treated as new orders in accordance with clause 4 and these Terms generally.
7. OUR SERVICES / DISCLAIMERS
7.1 Descriptions and illustrations. Any descriptions or illustrations on our Website are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.
7.2 Positioning of Advertisements. We will use reasonable endeavours to display your Advertisement on our Website pursuant to the Service which you have ordered as set out in the Order Confirmation. However, the position of Advertisements is not guaranteed and final position is arranged at our sole discretion.
7.3 Compliance with specification. Subject to our right to amend the specification (see clause 7.4) we will supply the Services to you in accordance with the specification for the Services appearing on our Website at the date of your order in all material respects.
7.4 Changes to specification. We reserve the right to amend the specification of all or part of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.
7.5 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
7.6 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
7.7 We make no representations, warranties or guarantees that any of our Services shall generate any particular volume of Impressions, calls, business opportunities, or any particular profit or revenue.
7.8 The appearance, including the look, functionality and formatting, of our Services and
your Advertisement may:
7.8.1 vary depending upon the browser or device, including mobile platforms, used by the User; and
7.8.2 be changed by us without notice.
7.9 You acknowledge that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such availability thereof. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot, therefore, guarantee uninterrupted provision of the Services. You shall promptly notify us if you notice any problems with the availability of functioning of the Services so that we can try to fix these problems.
8. YOUR OBLIGATIONS
8.1 It is your responsibility to ensure that:
8.1.1 the terms of your order are complete and accurate;
8.1.2 you co-operate with us in all matters relating to the Services;
8.1.3 you provide us with such information and materials we may reasonably
require in order to supply the Services, and ensure that such information
is complete and accurate in all material respects;
8.1.4 you obtain and maintain all necessary licences, permissions and
consents which may be required for the Services before the date on
which the Services are to start;
8.1.5 you comply with your obligations pursuant to clause 17.
8.2 You warrant that all Content you provide to us complies with:
8.2.1 the CAP Code;
8.2.2 all applicable guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the United Kingdom, including but not limited to Ofcom, PhonepayPlus, and the Advertising Standards Authority;
8.2.3 all applicable laws and regulations, including but not limited to, the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, the Trade Descriptions Act 1968, the Consumer Rights Act 2015, the Consumer Credit Act 1974 and the Data Protection Legislation.
8.3 Where the Services require us to link to your website, you warrant that your website complies with all applicable laws and regulatory instruments as set out in clause 8.2.
8.4 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clauses 8.1 to 8.3 (Your Default):
8.4.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 21 (Termination);
8.4.2 we will not be responsible for any Costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
8.4.3 it will be your responsibility to reimburse us on written demand for any Costs or losses we sustain or incur arising directly or indirectly from Your Default.
8.5 You are responsible at all times during the Contract to ensure that your Advertisement on our Website is correct and error free. Any errors or omissions in your Advertisement can be corrected by you free of any Charges by logging in to your Account and amending your Advertisement. We shall have no liability whatsoever in respect of an error or omission in your Advertisement at any time.
9. CONTENT ISSUES
9.1 We shall have the right to decline, suspend or cease to publish any Advertisement or part of any Advertisement, or suspend any Service, immediately and without prior notice where:
9.1.1 an Advertisement provides an address (including a branch address) that is not a genuine trading address or otherwise includes inaccurate business and contact particulars;
9.1.2 an Advertisement includes a competition which is in breach of relevant advertising, trading or consumer protection laws, regulations or standards;
9.1.3 an Advertisement includes the personal data of any data subject without a clear lawful basis for processing under the Data Protection Legislation or where the data subject makes a complaint about their privacy rights being infringed contrary to the Data Protection Legislation;
9.1.4 we consider the Content is or may be contrary to or infringes your obligations pursuant to clause 8 or the rights of any person;
9.1.5 we consider the Content may subject us to a Claim, prosecution, criticism or embarrassment;
9.1.6 we consider any Content (including a hyperlinked external website) or your use of the Services is or may be unlawful, misleading, offensive, prejudicial, inflammatory;
9.1.7 the Content does not comply with any rules or conditions from time to time applicable to third party services or External Element with which it shall be used including but not limited to Facebook and Google advertising;
9.1.8 we have reasonable grounds to believe that the owner or controller of IPR in the Content used within the Advertisement has not granted, has withheld or withdrawn permission for such use.
9.2 Suspension of our Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of the relevant Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
9.3 Where we have the right of termination or suspension arising from an issue relating to Content (Content Issue) we shall have the right but not the obligation to change the Content without prior notice as we deem necessary or convenient to remedy the content Issue. We shall notify you of the change as soon as reasonably practicable.
10. FREE SERVICES
10.1 Free Services shall be provided on an “as is” and “as available” basis. We shall have the right to charge, suspend or terminate Free Services, without liability, at any time, for any or no reason, immediately without notice. These Terms shall apply to any Service when provided as a Free Service.
10.2 Use of the Free Services shall be at your own risk. We make no warranty that the Free Services will be free from faults or defects, of any particular specification or quality, or fit for any particular purpose. We shall not be liable for your reliance on any Free Services, including any loss of, or corruption to, data caused by your use of a Free Service. We exclude our liability for the provision of Free Services to the fullest extent permitted by law.
11.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 11.
11.2 The Charges are the prices quoted on our Website at the time you submit your order.
11.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly and this will be shown in your Account.
11.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 11.8 for what happens if we discover an error in the price of the Services you ordered.
11.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.
11.6 Reductions or discounts arising pursuant to a promotional offer shall be applied to Charges where shown on the Order and you continue to meet all the terms of eligibility for the promotional offer. Terms of eligibility of promotional offers will be made available on request.
11.7 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
11.8 It is always possible that, despite our reasonable efforts, some of the Services on our Website may be incorrectly priced. Where the correct price for the Services is less than the price stated on our Website, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our Website, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
12. HOW TO PAY
12.1 Payment for the Services is in advance. We will take your first payment upon acceptance of your order and we will take subsequent payments (if applicable) in advance of acceptance of any future orders or Service upgrades and these will be shown in your Account.
12.2 You can pay for the Services using a debit card or credit card. We accept the following cards: VISA, American Express and Mastercard. All card payments will be made through Stripe. Or, alternatively, payment can be made using Palpal.
12.3 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13.1 If a problem arises or you are dissatisfied with the Services, please use the appropriate contact us form shown on our Website and we shall make contact with you (using the details you have provided to us) as soon as reasonably practicable to try and resolve the matter.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All IPR in or arising out of or in connection with the Services (other than IPR in any materials provided by you) will be owned by us.
14.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 14.2.
14.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
15. HOW WE MAY USE YOUR PERSONAL INFORMATION
15.1 We will use any personal information you provide to us to:
15.1.1 provide the Services;
15.1.2 process your payment for the Services; and
15.1.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
15.2 Further details of how we will process personal information are set out in https://insidelondon.co.uk/privacy-policy/.
16. USER GENERATED CONTENT
16.1 We shall have the right to encourage and permit Users to publish their User Generated Content on the Website including in relation to you and your business. You acknowledge that for these purposes we act as a passive conduit for User Generated Content and it is not practicable for us to, and we will not monitor, review or moderate any User Generated Content published on our Website. Instead, we operate a “notice and take down” procedure (NTD Procedure) which you agree to use as the sole remedy for User Generated Content to which you have any Claim or objection.
16.2 The NTD Procedure shall comprise the following:
16.2.1 you must notify us immediately using the appropriate contact us form on our Website upon becoming aware of any User Generated Content to which you have any Claim or objection (Complaint);
16.2.2 we shall review the User Generated Content and may take such action as we deem appropriate including removal of the User Generated Content, initiation of the process set out pursuant to section 5 of the Defamation Act 2013, or rejection of the Complaint.
16.3 Unless otherwise specified in the Complaint you acknowledge that we have the right to disclose your identity and contact details to the person responsible for an item of User Generated Content.
16.4 We reserve the right to refuse to disclose, unless compelled to do so by law, the identity or contact details of any person who is responsible for User Generated Content.
16.5 We will not be responsible or liable to you or any third party for the content or accuracy of any User Generated Content posted on our Website. You shall indemnify us for any Costs incurred by us if you do not attempt to resolve a Complaint regarding User Generated Content by the NTD Procedure.
17. INTERNET SECURITY
17.1 You shall not engage in any activity that interferes with or disrupts our Website or the servers and networks that host our Website, nor attempt to circumvent, disable or otherwise interfere with security-related features of our Website or features that prevent or restrict use or copying of any Content or enforce limitations on the use of our Website or the content therein.
17.2 We shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice to you.
17.3 You shall comply with all written security or network access requirements that we provide to you.
17.4 You shall keep confidential any passwords or Account information that we provide to you, and you shall have absolute liability for all actions taken when your login details are used other than where such use is as a result of our failure or breach of data security.
17.5 You shall notify us immediately if you become aware of any authorised use of password or Account details that we give you or any other breach of security that could affect us or the Services.
17.6 We shall have the right to sign you out of the Services and to place a hold on your Account if you are inactive for an extended period of time and to modify your user settings without notice.
17.7 You warrant that Content uploaded by you or on your behalf to our Website or to other computerised systems in connection with the Contract shall be free from viruses, fault or other conditions that could damage or interfere with computer systems.
17.8 You warrant that you shall not:
17.8.1 tamper with, update, change or gain unauthorised access to any part of any of our Services, the software or systems that we use to run the Services, and the security measures applied to our Services;
17.8.2 use any automated means to monitor or copy the Services or our Content;
17.8.3 modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services;
17.8.4 use the Services to store or transmit viruses, bugs, Trojans and other forms of computer programming malware;
17.8.5 interfere with or disrupt the performance of the Services or any third party data;
17.8.6 disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
17.8.7 remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in our Content or any aspects of the Services;
17.8.8 use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
17.8.9 use the Services to collect or use, or to distribute software that collects, personal data including email addresses, screen names, other identifiers or information; or
17.8.10 use the Services to monitor data or traffic on any network or system.
18. EXTERNAL WEBSITE ELEMENTS
18.1 External Elements, including functions and design elements on our Website may be under licence from third parties including by Google or Facebook.
18.2 You agree to be bound by the terms and conditions applicable to the use of such External Elements, and you release us from any liability for breach of the terms and conditions applicable to the use of such External Elements.
18.3 You acknowledge such third party’s functionality:
18.3.1 is not within our influence or control;
18.3.2 may be subject to change without notice; and
18.3.3 may be subject to criteria for service provision, compliance with which shall be your responsibility.
18.4 The Google Maps service made available to you as part of any Service and on our Website is under licence from Google Inc. By using the Google Maps service and any data or information accessed from Google Maps in any Service, you agree to be bound by the Google Maps terms and conditions as may be amended from time to time.
19. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO
19.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £100,00.00 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
19.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
19.2.1 death or personal injury caused by negligence;
19.2.2 fraud or fraudulent misrepresentation; and
19.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
19.3 Subject to clause 19.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
19.3.1 loss of profits;
19.3.2 loss of sales or business;
19.3.3 loss of agreements or contracts;
19.3.4 loss of anticipated savings;
19.3.5 loss of use or corruption of software, data or information;
19.3.6 loss of or damage to goodwill; and
19.3.7 any indirect or consequential loss.
19.4 Subject to clause 19.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
19.5 We have given commitments as to compliance of the Services with the relevant specification in clause 7.3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
19.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
19.7 This clause 19 will survive termination of the Contract.
20.1 You undertake that you will not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any Confidential Information, except as permitted by clause 20.3.
20.2 You may only use our Confidential Information for the purpose of fulfilling your obligations under the Contract.
20.3 We (you and us) may disclose the other’s Confidential Information:
20.3.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 20; and
20.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20.4 Without prejudice to clauses 20.5 and 20.6, we may only use your Confidential Information for the purpose of fulfilling our obligations under the Contract.
20.5 In addition to clause 20.3 but subject to clause 20.6, we may disclose any Confidential Information to any professional advisers, consultants or any third party prospective purchaser (Permitted Recipient) of the Website or the company at any time during and after the termination or expiry of the Contract.
20.6 Where Confidential Information is disclosed to a Permitted Recipient, we shall procure that, in relation to any Confidential Information disclosed to it, comply with our confidentiality obligations under the Contract and procure that the Permitted Recipient enters into a confidentiality agreement with us on terms equivalent to those contained in these Terms.
21. TERM AND TERMINATION
21.1 Unless terminated earlier in accordance with this clause 21, the Contract shall begin on the Commencement Date and shall continue until the expiry of the term for all Services on the Order Confirmation or each subsequent Order Confirmation (as applicable).
21.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
21.2.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
21.2.2 you fail to pay any amount due under the Contract on the due date for payment;
21.2.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
21.2.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
21.2.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
21.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
21.4 You may notify us in writing that you want us to permanently remove your Advertisement from display on our Website. We will endeavour to action this request as soon as is reasonably practicable. You shall not be discharged from your obligations to pay the full amount of the Charges contracted for the term of the Service, notwithstanding the removal of the Advertisement.
21.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
22. SUSPENSION OF SERVICES
22.1 Without limitation to any of our other rights, we may temporarily suspend any Service at any time:
22.1.1 to carry out essential maintenance;
22.1.2 to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue; or
22.1.3 if we have reason to believe that you are no longer using the Services or that your Account is being misused, including where you fail to respond to emails from us regarding your contact information; or
22.1.4 where you do not accept our decisions to amend or reject an amendment of your Advertisement.
22.2 Suspension of our Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
23. EVENTS OUTSIDE OUR CONTROL
23.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
23.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
23.2.1 we will contact you as soon as reasonably possible to notify you; and
23.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
23.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
24.1 You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
25. COMMUNICATIONS BETWEEN US
25.1 When we refer to “in writing” in these Terms, this includes email.
25.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
25.3 A notice or other communication is deemed to have been received:
25.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
25.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
25.3.3 if sent by email, at 9.00 am the next working day after transmission.
25.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
25.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
26.1 Assignment and transfer.
26.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
26.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
26.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
26.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
26.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
26.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
26.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.