Northwestuncovered.com
Advertising Agreement
This agreement contains the terms governing registered advertisers' use of our website.
We may not file a copy of this agreement in relation to each advertiser which registers with our website. If you register with us, please print and retain a copy of this agreement.
If you make any error during the process of completing our registration form you should notify us by email to support@northwestuncovered.com. We will correct any error notified to us before the agreement becomes legally binding.
1. Definitions and interpretation
1.1 In this Agreement:
‘Advertiser’ means the company or person identified as such in the Registration Form;
‘Agreement’ means this agreement;
‘Business Day’ means any week day other than a public holiday in England;
‘Charges’ means the amount or amounts payable by the Advertiser in consideration for the provision of Services, as specified on the Website from time to time and confirmed by the acknowledgement under Clause 2.1;
‘Force Majeure Event’ means any event which is beyond the reasonable control of the affected party (including without limitation failures of or problems with the internet or a part of the internet, failures of NWU’s internet service provider or web host, power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars);
‘Homepage’ means the first page on NWU
‘Inappropriate Content’ has the meaning given to it in Clause 5.2;
‘Intellectual Property Rights’ means patents, trade marks, rights in designs, copyright, database rights, inventions, trade secrets, know-how, confidential information and all other intellectual property rights and rights of a similar character in any part of the world (whether or not the same are registered or capable of registration) and all applications and rights to apply for protection of any of the same;
‘NWU’ means Northwestuncovered.com whose trading address is 190 Meols Parade, Meols, Wirral, Merseyside CH47 6AW
‘Registration Form’ means the advertiser registration form (whether on the Website or on paper) by which the Advertiser indicates its acceptance of the terms this Agreement;
‘Services’ means the services to be provided by NWU to the Advertiser under this Agreement;
‘Term’ means the term of this Agreement, as specified on the Website
‘Website’ means the internet website having the URL: http://www.northwestuncovered.com.
1.2 Clause headings will be ignored in the interpretation of this Agreement; references to Clauses mean the clauses of this Agreement.
1.3 A reference to a particular law in this Agreement is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. Term of Agreement
- This Agreement will come into force when payment has been received by NWU.
2.2 This Agreement will continue for the Term, at the end of which it will terminate automatically, unless terminated earlier by either party in accordance with the provisions of Clause 10.
3. Services
3.1 The Advertiser will be entitled during the term of this Agreement to submit to NWU content for publication on the website.
3.2 Providing that such content accords with the terms of this Agreement, NWU will usually publish it upon the Advertiser's page within 10 Business Days of submission (but any failure to do so will not constitute a breach of this Agreement).
3.3 The Advertiser grants to NWU a non-exclusive, worldwide, royalty-free licence to publish the content on the Website as contemplated by this Agreement.
3.4 The Advertiser undertakes:
(a) to ensure that all content published through the Services is accurate and fair;
(b) promptly to request the removal or editing any content which ceases to be accurate and fair for whatever reason; and
(c) to ensure that the content provided is of a quality commensurate with the content published on the Website generally.
3.5 NWU will endeavour to maintain the availability of the Website, and the availability of the Services, but does not guarantee 24/7 availability.
4. Charges and payment
4.1 Charges must be paid to NWU by the Advertiser in advance of the provision of the service or in arrears following the commencement of the service, in Pounds Sterling either:
(a) Via credit, debit card or cheque
(b) In accordance with an invoice issued by NWU via cheque (sent by post or in person)
4.2 Where NWU issues an invoice to the Advertiser in accordance with Clause 4.1(b), the Advertiser will pay that invoice within 7 days of the date of the invoice.
4.3 NWU is not yet registered for VAT, and will not charge VAT on the Charges.
4.4 If the Advertiser fails to pay any monies to NWU upon the same falling due for payment, it will pay to NWU interest upon the relevant sum (as well after as before judgment) calculated at a rate equal to 4% above the base rate from time to time declared by HSBC Bank PLC from the date upon which the same fell due for payment until the date when payment is actually made.
4.5 Without prejudice to NWU’s rights under Clause 10.2, if the Advertiser is in breach of its obligations in this Clause 4, NWU may in its absolute discretion suspend any or all Services pending receipt of payment of the Charges.
5. Advertiser's warranties
5.1 The Advertiser warrants to NWU that it has full power and authority to enter into and perform this Agreement.
5.2 The Advertiser warrants that content will not consist of, contain, or link to any Inappropriate Content, being:
(a) any promotional material relating to anything other than a bona fide restaurant, cafe, bar or pub; or
(b) any pornographic or lewd material; or
(c) any material which infringes any applicable laws, regulations, codes or third party rights in any jurisdiction (including, without limitation, material which is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial or religious hatred, menacing, blasphemous, contrary to the CAP Code or in breach of any third party Intellectual Property Rights); or
(d) any material which is likely to cause offence, annoyance, inconvenience or anxiety to another internet user, or which is untruthful, misleading or deceptive.
5.3 NWU reserves the right to suspend or remove any content from the Website at any time where it reasonably determines that the content consists of, contains, or links to any Inappropriate Content or breaches Clause 3.4, in which case the Advertiser shall be deemed to be in material breach of this Agreement and Clause 10.1 shall apply.
6. NWU's warranties
6.1 NWU warrants to the Advertiser that it has full power and authority to enter into and perform this Agreement.
6.2 NWU warrants to the Advertiser that it will perform the Services with reasonable care and skill.
6.3 This Agreement sets out the full extent of NWU’s obligations and liabilities in respect of its subject matter. Subject to Clause 8.1, all conditions, warranties or other terms concerning its subject matter which might otherwise be implied into this Agreement are expressly excluded.
7. Indemnity
The Advertiser will indemnify NWU and keep NWU indemnified against any loss, damage, expense, cost or liability incurred or suffered by NWU arising out of any breach by the Advertiser of any term of this Agreement, or arising out of any claim that the Advertiser has breached any term of this Agreement.
8. Limitations of liability
8.1 Nothing in this Agreement shall operate to exclude or limit either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) its fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.
8.2 Subject to Clause 8.1:
(a) NWU will not be liable to the Advertiser for any loss of profit, anticipated profits, revenues, anticipated savings, data, goodwill or business opportunity, or for any indirect or consequential loss or damage;
(b) NWU will not be liable to the Advertiser for any losses arising out of a Force Majeure Event;
(c) NWU’s aggregate liability in respect of claims based on events in any calendar year, will in no circumstances exceed the total Charges paid (or, if greater, payable) by the Advertiser in the relevant calendar year; and
(d) for the avoidance of doubt, NWU will not be liable for any failure to provide the Services caused by any act, omission or delay of the Advertiser.
8.3 The Advertiser acknowledges that the limitations of liability contained in this Clause 8 are reasonable and reflected in the Charges and has agreed to either to accept risk or insure as the case may be.
9. Force majeure
9.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
9.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will forthwith notify the other and will inform the other of the period for which it is estimated that such failure or delay will continue.
9.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
10. Termination and consequences
10.1 Either party may terminate this Agreement immediately at any time by written notice to the other party if:
(a) that other party commits any material breach of its obligations under this Agreement; or
(b) that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or
(c) that other party becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(d) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that other party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
(e) the ability of that other party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(f) any process is initiated which could lead to that other party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction); or
(g) that other party (being an individual) dies, becomes incapable of managing his or her own affairs by reason of mental or physical illness or incapacity, becomes a patient under any mental health legislation, or is the subject of a bankruptcy petition or order.
10.2 NWU may terminate this Agreement immediately at any time by written notice to the Advertiser if the Advertiser fails to make any payment of the Charges by the due date for payment.
10.3 The Advertiser will not be entitled to a refund of any the Charges on termination of this Agreement or otherwise, and will not be released from any obligation to pay Charges to NWU.
10.4 Termination of this Agreement will not affect:
(a) the accrued rights and obligations of the parties at the date of termination; or
(b) the continued existence and validity of the rights and obligations of the parties under Clauses 1, 5, 7, 8, 10.3 to 10.5 and 11.
10.5 For the avoidance of doubt, upon termination of this Agreement, the Advertiser's right to enjoy the Services shall immediately cease, and NWU may delete any content (and any other data associated with the Advertiser) from the Website without further notice.
11. General
11.1 No time or other indulgence granted by any party to any other party will constitute any waiver of any right or remedy.
11.2 No variation of this Agreement shall be effective unless in writing and agreed to in writing by both of the parties.
11.3 NWU may assign or transfer any of its rights or obligations under this Agreement to any affiliate or to any successor to all or a substantial part of its business from time to time. Save as aforesaid, neither party may assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
11.4 Any notice or other communication required under this Agreement shall be in writing and may be sent by post, fax or email to the address, fax number or email address notified by the receiving party to the sending party from time to time.
11.5 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
11.6 Subject to Clause 8.1, this Agreement set out the entire agreement and understanding between the parties relating to the subject matter of this agreement and supersedes all prior agreements, understandings or arrangements.
11.7 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.8 This Agreement shall be governed and construed in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the English courts to resolve any disputes arising under or in relation to this Agreement.
11.9 This Agreement is available in the English language only.
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