Terms and Conditions
1 INTERPRETATION
1.1 In these Conditions:
'CLIENT' means the person seeking to purchase the Services from the Company;
'COMPANY' means PUBLIC SERVICE PARTNERSHIP;'COMPANY SIGNATORY' means a [person authorised by the Company or a director of the Company];
'CONDITIONS' means the conditions of sale set out in this document and any special terms and conditions agreed in writing between the Client and a Company Signatory;
'CONTRACT' any contract between the Company and the Client for the supply and acquisition of the Services;
'INFORMATION' the wording and layout material provided by the Client for entry on the Website;
'THE ORDER' the Client profile order form overleaf detailing the Services and the Price;
'THE PRICE' the total cost of the Services in accordance with the Order;
'THE SERVICES' means the publication of the Client's web profile or advertisement on the Website by the Company and creation of a link between the Website and the Client's website in accordance with the Information; and
'THE WEBSITE' the [Public Servant Lifestyle] Website operated by the Company.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 BASIS OF THE SALE
2.1 The Company shall supply and the Client shall acquire the Services in accordance with any Order signed by the Client that is accepted by Company.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the Client and a Company Signatory. The Company shall only be responsible for verbal representations made by its representatives if confirmed in writing by a Company Signatory. In entering into the Contract, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
2.3 The Company reserves the right to make any changes in the specification of the Services that are required to conform with any applicable statutory or EC requirements, or which do not materially affect the nature or quality of the Services
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3 ORDERS AND SPECIFICATIONS
3.1 No Order submitted by the Client shall be deemed to have been accepted by the Company until confirmed in writing by a Company Signatory.
3.2 The Client shall be responsible to the Company for ensuring the accuracy of the terms of any Order and Information submitted by the Client, and for giving the Company any necessary Information relating to the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 The Client shall at its own expense retain duplicate copies of Information and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused.
3.4 No Order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the Company and on condition that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4 PRICE
4.1 The Price shall be as quoted in the Order.
4.2 The Company reserves the right, by giving written notice to the Client, to increase the Price to reflect any change in the Client's instructions or any lack of instructions, the inaccuracy of any Information or any other cause attributable to the Client.
4.3 The Price is exclusive of any VAT for the Services, for which the Client shall be additionally liable at the applicable rate from time to time.
5 PAYMENT
5.1 The Price shall be paid by the Client (without any set-off or other deduction) within 14 days of the date of the Order. The time of payment of the Price shall be of the essence of the Contract.
5.2 If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
5.2.1 cancel the Contract or suspend any further Services to the Client;
5.2.2 appropriate any payment made by the Client to such of the Services as the Company may think fit (notwithstanding any purported appropriation by the Client); and
5.2.3 charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of 8 percent per annum above [LIBOR] Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6 SERVICES
6.1 The Company shall supply Services to the Client in accordance with the following terms:
6.1.1 subject to receipt of sufficient Information to complete the web profile or advertisement for entry on the Website within 14 days of the date of Order, or such other date as specified in the Order;
6.1.2 if sufficient Information is not supplied to the Company in accordance with clause 6.1 the Company shall notify the Client of the Information required and may either commence performance of the Services based on Information supplied or await receipt of the requested additional information;
6.1.3 the Company shall endeavour to publish a proof of the Information ('Proof') in a suitable format on a test website (not open to the public) within [14 days] after receipt of the Information. However, although any dates quoted for performance of the Services are given in good faith, they are best estimates only. Time for performance shall not be of the essence of the Contract unless agreed by a Company Signatory in writing;
6.1.4 the Company shall notify the Client once a Proof has been entered in the test website. If the Client does not reject a Proof within 7 days of submission on the test site, it shall be assumed that the Client has accepted the Proof, which will be published on the Website;
6.1.5 the Client may reject a Proof if it does not conform to the Information. The Company shall use its reasonable endeavours to amend the Proof as soon as possible so that it conforms to the Information. If the Client rejects a Proof for other reasons, the Company reserves the right to make additional charges for amendments requested by the Client;
6.1.6 no guarantee is given as to the positioning of Proof on the Website (for example in a particular category or under a classified heading on the order). Where the Client has indicated a preference for positioning of an advertisement on the Website in the Order, the Company will undertake all reasonable endeavours to position the advertisement in accordance with the request, but the Client acknowledges and agrees that no guarantee is given regarding such positioning; and
6.1.7 the Company reserves the right to publish advertisements for persons conducting similar trades, business or occupations to that or those of the Client, unless otherwise agreed between the Client and the Company Representative in writing.
7 WARRANTIES AND LIABILITY
7.1 The Company warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Information.
7.2 The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
7.3 Nothing in these Conditions shall:
7.3.1 exclude or restrict the Company's liability for death or personal injury resulting from the Company's negligence; or
7.3.2 affect the Client's statutory rights if transacting as a consumer.
7.4 Subject to clause 7.3, or as expressly provided in these Conditions, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company's charges for the provision of the Services.
7.5 The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company's reasonable control.
7.6 The Client represents and warrants that the Client's use of the Services pursuant to these Conditions shall not infringe any intellectual property rights of third parties. The Client agrees to indemnify the Company against any liabilities, including legal fees and costs arising out of third-party claims against the Company arising from or in any manner connected with the Client's use or misuse of the Services in any manner not specifically authorised by the Company pursuant to the Contract and any claim that the Information infringes the intellectual property rights of others.
7.7 Both parties shall use their best endeavours to promptly remove or disable links between the Website and the Client's website if:
7.7.1 a security problem is identified on either website, which could potentially affect the operation of either website;
7.7.2 at the request of the Client; or
7.7.3 upon termination of the Contract.
7.8 Both parties warrant and undertake to use all reasonable endeavours to ensure that no viruses are introduced to the Website, including conducting regular tests with an appropriate virus checker.
7.9 The Client represents and warrants that the following content will not be stored or linked to the Website:
7.9.1 illegal material - this includes copyrighted works, commercial audio video or music files, and any third-party material or intellectual property in violation of any governmental regulation and/or without the proper authorisations; or
7.9.2 adult material - includes all pornography, erotic images or otherwise lewd or obscene content; or
7.9.3 discriminatory material - material which is discriminatory against race, sex, religion, nationality, disability, sexual orientation or age.
7.10 In addition, the Client warrants and represents that it will not practise any present or future illegal activities in connection with the Services.
8 INSOLVENCY OF CLIENT
8.1 This clause applies if:
8.1.1 the Client makes any voluntary arrangement with its creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.2 an encumbrancer takes possession or, or a receiver is appointed to, any of the property or assets of the Client; or
8.1.3 the Client ceases, or threatens to cease, to carry on business; or
8.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
8.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further performance under the Contract without any liability to the Client, and if the Services have been performed but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9 CONFIDENTIALITY
9.1 Each party shall at all time use its best endeavours to keep confidential (and to ensure that its employees and agents shall keep confidential) any confidential information which it or they may acquire in relation to the business and affairs of the other party and shall not use or disclose such information except with the consent of that other party or in accordance with the order of a court of competent jurisdiction.
9.2 The obligations of each of the parties contained in clause 9.1 above shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach by any such party of its obligations under the Contract provided that nothing contained in clause 9.1 above shall prevent any party from disclosing any such information to the extent required or in connection with legal proceedings arising out of the Contract.
10 TERMINATION
10.1 The Company reserves the right to suspend or terminate all or part of the Services with immediate effect, where the Services have been inappropriately used.
11 GENERAL
11.1 These Conditions (together with the terms, if any, set out on the Order) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
11.2 The Company may without liability to the Client amend these conditions on giving reasonable notice, save for where the Client's rights are substantially affected by doing so.
11.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.4 No failure or delay by the Company in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.6 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
