Terms and Conditions
Below you’ll find the terms and conditions for advertising in Penrith Today
1.1 In this Agreement the following words and phrases shall have the following meaning unless the context indicates otherwise:
“Advertisement” means the advert placed by the Business upon the Customer’s instructions in the Publication and/or on the Site
“Agreement” means the agreement between the Business and the Customer for the Services incorporating these terms and conditions and the Key Terms and the Customer’s acceptance thereof.
“Business” means Penrith Today Limited (company number: 09532540) whose business address is at 11 West Lane, Penrith, Cumbria, CA11 7DP.
“Customer” means the party for whom the Services are performed.
“Design Work” means the design of the Advertisement by or on behalf of the Business.
“Downtime” means periods of time when the Site will not be accessible to third parties by reason of unavoidable hardware or software failures, failure of electricity or other relevant utility supplies or for periods of necessary repair, maintenance or improvement.
“Key Terms” the Business’ written key terms and conditions for advertisers which shall be in force from time to time.
“Price” means the price to be paid by the Customer for the Services.
“Publication” means the print copy of the community newspaper known as Penrith Today.
“Services” means the provision by the Business of advertising space on the Site and/or in the Publication for the Advertisement at such times and in such form as the parties shall agree and also the provision (where required) of the Design Work.
“Site” means the website including the electronic version of the community newspaper known as Penrith Today.
1.2 Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
1.3 All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter/singular gender throughout this Agreement shall include all genders and the plural and the successor in title to the parties.
2 THE SERVICES
2.1 The Business shall provide the Services for the Price.
2.2 The Business shall use reasonable endeavours to ensure that access to the Site by Clients is available at all times save for Downtime and further agrees to use its reasonable endeavours to keep Downtime to a minimum.
2.3 The Business will maintain the Site to ensure effective provision of the Services.
The Business will not be liable for any data which is lost, corrupted or destroyed as a result of Downtime.
The Business shall not be liable for any delays in performing the Services arising from any cause (including but not limited to Downtime) which is beyond the Business’s reasonable control and/or is the result of any inaccurate instructions or lack of instructions from the Customer.
3.1 The Price shall be calculated in accordance with the Business’s current fee scale as notified to the Customer or as otherwise agreed by the parties.
3.2 Subject always to clause 1 of the Key Terms, the Business reserves the right to increase the Price to reflect any increase in the cost to the Business which is due to any factor beyond the control of the Business and/or any change in dates or specifications for the Services which is requested by the Customer or failure of the Customer to give the Business adequate information or instructions.
4 INVOICING AND PAYMENT
4.1 All payments shall be made in sterling by way of bank transfer or as otherwise agreed in advance by the Business.
4.2 Subject to clause 4.3 and subject also to any different terms agreed between the Business and the Customer, the Price shall be paid in full without deduction or set off by the Customer by the date on which the advertisement is scheduled to be published in Penrith Today. In the case of multiple purchases (ie a sequence of more than one advertisement) then the full collective amount must be paid by the date on which the first of these advertisements is scheduled to be published in Penrith Today.
4.3 Where the Business arranges for the Design Work to be carried out and the Customer subsequently cancels the advertisement before it appears in the Publication or on the Website, 30% of the Price shall be payable forthwith without deduction or set off.
4.4 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Business, the Business shall be entitled to:
4.4.1 terminate this Agreement in accordance with the provisions of clause 6; and/or
4.4.2 charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 5% per calendar month until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest); and/or
4.4.3 suspend the provision of the Services.
5 CUSTOMER OBLIGATIONS
5.1 The Customer:-
5.1.1 undertakes not to use the Advertisement either directly or indirectly for any unlawful purposes including (but not limited to) any criminal purpose or for the transmission, display, posting or sharing of any material which is defamatory, offensive, abusive or which the Customer knows or ought to know could be discriminatory or otherwise infringe the dignity of or cause harassment, alarm or distress to any other person;
5.1.2 undertakes not to knowingly do any act in relation to the Advertisement or the products, services, goods or facilities advertised therein which might amount to copyright and/or trademark infringement and/or an infringement of a third parties intellectual property rights;
agrees to notify the Business forthwith if the Customer becomes aware of any matter or circumstance which might lead to the Customer being in breach of any of the provisions of this clause 5.1;
agrees not to use the Design Work for any purpose other than advertising in the Publication or on the Website.
Save as expressly provided for in this Agreement, the Customer agrees to indemnify and hold harmless the Business against any and all losses, liabilities, damages, costs, expenses, actions and claims of whatever nature or kind arising out of the Customer’s use of the Services, save for any losses, liabilities, damages, costs, expenses, actions and claims arising out of a breach of this Agreement on the part of the Business.
6.1 Either party may, at any time, by notice in writing terminate this Agreement forthwith if the other party is in default and if:
6.1.1 the default is material and is capable of remedy and the other party shall have failed to remedy such default within seven days of receiving written notice from the other party specifying the default and requiring its remedy;
6.1.2 the default is material and is not capable of remedy;
6.1.3 if the other party ceases to carry on its business;
6.1.4 if a receiver, administrative receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other party and is not discharged within fifteen days of such appointment;
6.1.5 if the other party makes an assignment for the benefit of, or a composition with, its creditors, or another arrangement of similar import; or
if the other party shall go into liquidation otherwise than for the purposes of a bona fide amalgamation or reconstruction.
7 TERMINATION CONSEQUENCES
7.1 In the event of this Agreement being terminated the Customer shall immediately pay to the Business all arrears of payments and any other sums due but not invoiced in respect of Design Work.
7.2 On the termination of this Agreement howsoever occasioned, each party shall forthwith deliver up to the other all documents, papers, data and reports owned by the other party.
8.1 The Business shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any loss or damage, including any indirect or consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Business, its employees, or agents or otherwise) which arise out of or in connection with the negligent supply of the Services except as expressly provided in this Agreement.
8.2 Nothing in clause 8.1 operates so as to exclude the Business for liability for death or personal injury resulting from its own negligence.
8.3 Subject to clause 8.2 the Business’s liability for any breach of the terms of this Agreement or otherwise will be limited to the value of the Services provided to the Customer in the preceding twelve months ending on the date of the breach.
9 INTELLECTUAL PROPERTY
9.1 The Business shall retain any and all intellectual property rights, including copyright, in the Design Works and any software, documents, papers, data and reports which are supplied to the Customer and the Customer shall retain any and all intellectual property rights including copyright, in all software, documents, papers, data and reports which are supplied to the Business.
The parties agree not to cause or permit to be done anything which may damage or endanger the intellectual property rights of the other party or that party’s title to it or assist or allow others to do so.
Except in so far as such matters are properly in, or come into, the public domain, the parties agree to keep secret and confidential all matters contained in or arising from this Agreement and not to disclose any such confidential information to any person unless otherwise expressly provided by this Agreement, or unless he is ordered to do so by a court of competent jurisdiction.
11.1 This Agreement is personal to the Customer and may not be assigned to any third party without the written consent of the Business.
11.2 The Business reserves the right to assign this Agreement and to sub-Agreement all or any of its obligations.
11.3 No person other than the Business, any person to whom the Business assigns this Agreement and the Customer shall acquire any enforceable rights under or in connection with this Agreement.
11.4 No variation or amendment of this Agreement or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.
11.5 Any demand or notice given under this Agreement shall be in writing and may
11.5.1 personally, by registered or recorded delivery mail, by facsimile transmission (confirmed by post), by electronic mail or by any other means which any party specifies by notice to the others.
11.5.2 Each party’s address for the service of notice shall be its above mentioned address or such other address as it specifies by notice to the others.
11.5.3 A notice shall be deemed to have been served if it was served in person, at the time of service, if it was served by post, 24 hours after it was posted, and if it was served by facsimile transmission or sent by electronic mail, at the time of transmission.
11.6 If any provision of this Agreement or part thereof is rendered void by any legislation to which it is subject or the final decision of any court having jurisdiction this Agreement shall be rendered void to that extent and no further; and the remainder of this Agreement shall constitute the agreement of the parties.
11.7 Each party acknowledges that except where otherwise expressly state din this Agreement, this Agreement contains the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.
11.8 The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
11.9 The law applicable to this Agreement shall be English law and the parties consent to the exclusive jurisdiction of the English courts in all matters affecting this Agreement.