Standard conditions of acceptance of advertisements, content production, event sponsorship, social and other marketing services (“Conditions”)
1.1 “the Advertiser” means the person placing with the Publisher the order for insertion of the Advertisement, which expression shall include any advertising agency involved in placing the Advertisement;
1.2 “the Publisher” means TrustedReviews Limited, publisher of the periodical (including any supplement which is published, whether regularly or occasionally, as part of, or in association with, the periodical) or as the case may be the website (including any microsite which is published, whether regularly or occasionally, as part of, or in association with, the website) in or with which the Advertisement is to appear or has appeared;
1.3 “the Rate Card” means the Publisher’s Rate Card in effect for the time being and may include, among other matters, its scale of Advertisement rates, technical specifications, copy and cancellation deadlines, setting styles and standard conditions;
1.4 “an Advertisement” means matters to be printed on the page or separately inserted or as the case may be inserted on the website (including interstitials, banner advertisements and microsites).
2.1. The Advertiser warrants that:
2.1.1. in relation to an Advertisement the Advertiser contracts with the Publisher as a principal notwithstanding that the Advertiser may be acting directly or indirectly for another party as an advertising agent or media buyer or in some other representative capacity;
2.1.2. the advertising copy submitted to the Publisher and/or the reproduction and/or publication of the Advertisement by the Publisher as originally submitted or as an amendment pursuant to Condition 4 shall:
2.1.3. not breach any contract or infringe or violate any intellectual property rights including without limitation copyright, trade mark (whether registered or not) or any other personal or proprietary right of any person or render the Publisher liable to any proceedings whatsoever;
2.1.4. at all times comply with the British Code of Advertising and Sales Promotion Practice including but not limited to ensuring that such material is legal, decent, honest, truthful, accurate, complete and true and complies with all other relevant codes under the general supervision of the Advertising Standards Authority;
2.1.5. at all times comply with the requirements of all relevant legislation (including subordinate legislation, rules of statutorily recognised regulatory authorities and the law of the European Economic Community) for the time being in force or applicable in the United Kingdom; and
2.1.6. shall not be defamatory, obscene, offensive, abusive, threatening menacing, harassing, indecent or in breach of confidence, copyright privacy or any other rights.
2.2. In respect of any Advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any copy by which any living person is or can be identified the Advertiser has obtained the authority of such living person to make such use of such name, representation and/or copy as made in the said Advertisement.
2.3. In relation to any Investment Advertisement, the Advertiser is, or its contents have been approved by, an authorised person within the meaning of the Financial Services Act 1986 or the Advertisement is otherwise permitted under that Act.
2.4. Where the Advertiser is an advertising agency it is authorised by its client to place the Advertisement with the Publisher and where orders are placed by an advertising agent, these are accepted only on the condition that a full disclosure has been made to the Publisher as to the identity of the client on whose behalf the space has been booked.
3.1. The Advertiser will indemnify the Publisher against:
3.1.1. any costs, damages or other charges falling upon the Publisher as a result of any claim against the Publisher arising from the publication of an Advertisement in accordance with Condition 2 above;
3.1.2. any claim made by any client of an Advertiser who is an advertising agency arising from the publication of an Advertisement placed by such an advertising agency; and
3.1.3. all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or reasonably foreseeable as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Conditions or implied by law.
4. Publisher’s Rights
4.1. The Publisher may, without derogation from the warranties contained in Condition 2, refuse or require to be amended any artwork, materials and copy for or relating to an Advertisement so as:
4.1.1. to comply with the legal and moral obligations placed on the Publisher or Advertiser; and
4.1.2. to avoid infringing a third party’s rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority or the production and quality specification stipulated or referred to in the Rate Card.
4.2. The Publisher has the right at its discretion to decline to publish, or to omit, suspend or change the position of, any Advertisement otherwise accepted for insertion. However the Publisher will use reasonable efforts to comply with the wishes of the Advertiser although it does not warrant the date of insertion, the wording or the quality of the colour or mono reproduction of the Advertisement. Digital editions may not include all advertisements. This is more specifically referred to in the Order Confirmation.
4.3. The Publisher has the right to change its scale of advertisement rate at any time.
4.4. If the Publisher considers it necessary to modify the space or alter the date or position of any Advertisement or insert or to make any other alteration, the Advertiser shall have the right to cancel if the alterations requested are unacceptable unless such changes are due to any emergency or circumstances beyond the Publisher’s control. Every care is taken to avoid mistakes but the Publisher cannot accept liability for any errors due to third party, sub-contractors or inaccurate copy instructions.
4.5. The Publisher reserves the right to refuse or stop orders, cancellations or transfers unless they are received in writing not less than 10 weeks prior to copy date for black and white and internet Advertisements and 12 weeks for colour Advertisements. Inserts may not be stopped, cancelled or transferred later than 10 weeks prior to copy date. Trusted Reviews Limited reserves the right to charge the full Rate Card plus VAT for the cancellation of any Advertisement placed by the Advertiser.
5.1. Payment Terms for Advertising
5.1.1. Credit accounts must be settled in accordance with the terms shown on the invoice, which are strictly net i.e not subject to an early settlement discount (“the Payment Date”). If payment is not received by the Payment Date the Publisher reserves the right to make a surcharge at the rate of 3% per month for the period outstanding. Further and in addition should any monies become outstanding (“the Balance”) then all invoices raised whether at the Payment Date or subsequently by the Publisher in respect of all accounts held by the Advertiser (“the Entire Sums”) shall immediately become due and payable to the Publisher without formal demand. Any indulgence or delay on the part of the Publisher to claim payment of the Balance of the Entire Sums shall not be construed as a waiver on the part of the Publisher. The Publisher reserves the right to impose a surcharge at the rate of 3% per month on the Entire Sums commencing with the Payment Date.
5.1.2. Advertisement rates are subject to revision at any time and orders are accepted on condition that the price binds the Publisher only in respect of the next issue to go to press or the next booking in the case of internet advertisements, and in the event of a rate increase, the Advertiser will have the option to cancel the order without surcharge or continue to order at the revised advertisement rate.
5.1.3. If the Advertiser cancels the balance of a contract except in the circumstances stated in Conditions 4.4 and 5.2 all unearned volume discount will be surcharged and immediately payable. The Publisher reserves the right to surcharge in the event of a series of insertions not being completed within the contractual period.
5.1.4. Advertising agencies not recognised by the Publisher and Advertisers placing business direct and who do not have a trading history with the Publisher must ensure that the account is pre-paid two weeks prior to the final copy date for each Advertisement.
5.1.5. The Publisher will be prepared to provide account facilities to an Advertising agency not recognised by the Publisher or direct Advertiser once he has pre-paid and demonstrated a good payment record. Any credit will only be granted after obtaining a satisfactory credit reference agency clearance and individuals hereby consent to the Publisher making appropriate searches.
5.1.6. Where the Advertiser has undertaken to supply inserts or creatives which have been accepted and approved by the Publisher the Publisher reserves the right to charge the full rate agreed for insertion if they fail to arrive at the agreed time, place or in a suitable condition for insertion.
5.1.7. Advertising agencies recognised by the Publisher will be allowed by the Publisher up to 15% commission on quoted rates as appropriate provided payment is made by the due date and all other requirements are strictly complied with.
5.1.8. Charges will be made to the Advertiser or his agent where the printers or service providers are invoiced for extra production work. These charges will be at the current scale agreed between the Publisher and his process house.
5.1.9. The Publisher reserves the right to impose a 1% surcharge on all mail order Advertising and to request completion of the Advertisers undertaking.
5.1.10. The Publisher will not accept the lack of an order number as a valid reason for non-payment.
5.2. Payment Terms for Sponsorship Rights, Content and other services
5.2.1. In consideration of the services we provide to you (including any Sponsorship Rights granted to you or Content we provide), you will pay us (or our designated agent, as the case may be) the applicable amount, payable in the instalments and on the dates set out in the Order, or if not stated in the Order, then:
18.104.22.168. 50% on signing the Order; and
22.214.171.124. the balance of all Charges no later than 30 days prior to the Event or upon delivery of the Content as applicable.
5.2.2. The price contained in the Order Form excludes any expenses, materials and third party services, for which we will invoice you.
5.2.3. You must pay to us all Charges in full within 30 days of the date on the invoice.
5.2.4. All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.
5.2.5. You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.
5.2.6. You must pay VAT and/or any other applicable sales tax.
5.2.7. We are entitled to charge you interest on any payment which is not received by us when due. This will be calculated on a daily basis at the 4% rate per annum above the prevailing base rate of our bankers from the date upon which payment was due until the date of payment.
5.2.8. We reserve the right not to provide any element of the Services and to suspend any deliverables or rights until you have paid us all amounts properly due and we will not be liable for any matters arising out of any delay by you in payment.
6. Advertising Limitations
6.1. It is the responsibility of the Advertiser to check the correctness of the Advertisement (and of each insertion of the Advertisement if more than one) without prejudice to Condition 2.4. The Publisher assumes no responsibility for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately the error is brought to the attention of the Advertiser.
6.2. Any other matter or complaint, claim or query whether in relation to the Advertisement or the invoice must be raised by the Advertiser in writing within 7 days following (as the case may be) insertion of the Advertisement or on the date in which it is claimed the Advertisement should have appeared or of the receipt by the Advertiser of the invoice giving rise to it. Any such complaint, claim or query shall not affect the liability of the Advertiser for payment by the due time of the Publisher’s charges for that and all other Advertisements, and the Publisher’s liability is limited to a maximum at its option of giving credit for its charge for the Advertisement or (in an appropriate instant) of publishing the Advertisement for a second time without charge.
6.3. There is no obligation on the Publisher to supply voucher copies or tear sheets or where appropriate a website log file and their absence shall not affect the Advertisers liability for the agreed charge.
6.4. While all reasonable endeavours will be made as soon as possible after receipt by the Publisher of any replies to forward those replies to the Advertiser or as it may direct to Box numbers or email addresses, the Publisher accepts no responsibility in respect of any loss or damage alleged to have arisen through delay in forwarding or omitting to forward such replies.
6.5. The Publisher will not be liable for any loss of copy, artwork, photographs, banner advertisements, interstitials or microsites, images, sound files and animations or other materials which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose.
6.6. Should the Publisher omit or suspend an Advertisement on the grounds that the Advertiser has failed to disclose the identity of his client and the products/services on offer, no claim on the part of the Advertiser for damages or breach of contract will arise.
6.7. The Publisher reserves the right to amend any files supplied which do not conform to current Pass4Press PDF standards. Any changes to the visual look of the file which result from these amendments are not the responsibility of the Publisher. If you require any amendments made to be supplied back to you for re-proofing then you must formally request this via email. A charge will be incurred for this service and be advised to you at the time of request.
7. Additional Advertising Terms
7.1. The placing of an Advertisement shall amount to an acceptance of these Conditions and any conditions stipulated on an order form or elsewhere by the Advertiser shall be void in so far as they are inconsistent with these Conditions.
7.2. It is the responsibility of the Advertiser to issue at the time of booking confirmation of all space or insert bookings by issuing an order which clearly states the order number, publication, insertion date, size/description, rate, agency commission, address, telephone and fax numbers and agency/Advertiser contact name.
7.3. No waiver or indulgence by the Publisher shall be effective save in relation to the matter in which it is specifically given.
7.4. These Conditions shall apply to each contract for the insertion of an Advertisement together with such additional conditions (if any) as may be set out in the Rate Card and in the event of any variations or inconsistency between these Conditions and the conditions set out in the Rate Card, the latter shall prevail.
7.5. If it is intended to include in an Advertisement a competition or a special offer of merchandise, other than that normally associated with the advertised product, full details must be submitted at the time of booking.
7.6. Copy matter provided for journals printed by litho and photogravure or for websites must conform to the Publisher’s requirements and any additional work involved may be charged for.
7.7. For copy supplied as type mechanical or transparencies the Publisher will provide two proofs if it is practicable to do so provided it is received by the stipulated copy date. Any extra proofs will be charged for. If film is supplied by the Advertiser no proofs are required. For internet advertisements the Publisher will provide the Advertiser on request an opportunity to view and authorise the advertisement following its production and prior to the insertion date.
7.8. The Publisher may where necessary stipulate special charges and conditions for split runs or other special requirements.
7.9. Where the Publisher provides a reader enquiry service for the benefit of its readers, it shall not be contractually bound to pass such enquiries to the Advertiser.
7.10. The Publisher and the Advertiser warrant that they will duly observe all their obligations under the Data Protection Act 1998 (as applicable) which may arise in connection with this Agreement.
8. General Services Terms
8.1. This clause applies where you have opted for social media, marketing or general services.
8.2. We will provide the Services to you in accordance with the Contract.
8.3. We will use reasonable endeavours to meet any performance dates or milestones specified in the Order but any such dates shall be estimates only and time for performance by us will not be of the essence of the Contract.
8.4. You will:
8.4.1. co-operate with us in all matters relating to the Services;
8.4.2. provide to us in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required in the Order or otherwise reasonably required by us in connection with the Services and ensure that they are accurate and complete in all material respects;
8.4.3. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable us to provide the Services in all cases before the date on which the Services are to start.
9. Sponsorship Terms
9.1. This clause applies where you have opted for Sponsorship Rights.
9.2. Grant of rights and reservations
9.2.1. We grant and you accept (a) the Sponsorship Rights and (b) a licence to use the Event Marks during the Term, and in accordance with the terms and conditions set out in the Contract.
9.2.2. All rights not expressly granted to you under the Contract are reserved to us. You acknowledge and agree that we are the owner or controller of the Sponsorship Rights and of all rights in the Event Marks.
9.2.3. You grant and we accept a worldwide, non-exclusive, royalty free, sub-licensable licence to use the Sponsor’s Marks: (a) during the Term for the delivery of the Sponsorship Rights; and (b) in perpetuity to promote and exploit the Event in any media whether now known or yet to be invented (including on a website or mobile-device application).
9.3. Our Rights and obligations
9.3.1. We will procure the organisation and staging of the Event at our sole cost and expense in accordance with the terms of the Contract.
9.3.2. We will ensure that appropriate and reliable platforms are used for the delivery of digital events. For the avoidance of doubt we will not be responsible for power or broadband outages which are out of our control and defined as Force Majeure Incidents. Nor shall we be responsible for local power or broadband outages impacting individual sponsors or delegates or other attendees.
9.3.3. We use our reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to you.
9.3.4. We confirm that, whenever possible, we will ensure that the Sponsor’s Marks will be on display at the Event venue and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material in accordance with the Contract.
9.4. Your Rights and Obligations
9.4.1. You undertake to us:
126.96.36.199. to submit to us for our prior written approval, not to be unreasonably withheld or delayed, pre-production samples of any advertising, promotional or other material or press release which associates you with the Event, or which incorporates the Event Marks, before their distribution, production or sale;
188.8.131.52. to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks shall comply in all respects with the samples approved in accordance with condition 4.1.1 and to immediately withdraw them at your sole cost from circulation at our written request if they do not;
184.108.40.206. to ensure that all materials promoted, published, distributed or sold and which are associated with the Event or which incorporate the Event Marks will be safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force;
220.127.116.11. to provide to us, at your sole cost and expense, all suitable materials including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by us for them to be reproduced under our control for the fulfilment of the Sponsorship Rights;
18.104.22.168. not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trade mark for any goods or services;
22.214.171.124. not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under the Contract;
126.96.36.199. not do or permit anything to be done which might adversely affect, or diminish the value of, any of the Sponsorship Rights;
188.8.131.52. to use all reasonable endeavours to assist us in protecting the Event Marks and not to knowingly do, or cause or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the Event Marks or our title to the Event Marks or to the image of the Event, us or the Event venue;
184.108.40.206. to notify us of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless we request you to;
220.127.116.11. to notify us of the identity of your nominated speaker at the Event and the title of such speaker’s presentation as soon as reasonably practicable and, in any event, not later than 2 (two) weeks before the scheduled date of the Event.
9.4.2. You have no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, without our prior written consent.
9.4.3. You will not engage in joint promotions with any third party in relation to the Event without our prior written consent.
10. Licensing Terms and Conditions
10.1 Publication of the Quote
10.1.1. In consideration of the Agreed Fee paid by the Publisher to TRUSTEDREVIEWS LIMITED in accordance with Clause 10.3, TRUSTEDREVIEWS LIMITED grants the Publisher the Licence.
10.1.2. The Publisher shall not use the Quote beyond the expiry of the Licence Term.
10.1.3. The Publisher shall pay the Agreed Fee to TRUSTEDREVIEWS LIMITED within 30 days of the Publisher’s receipt of such invoice.
10.1.4. The Publisher shall not alter, cut or add to or otherwise modify the Quote without the prior written consent of TRUSTEDREVIEWS LIMITED.
10.1.5. The Publisher shall create all marketing materials in accordance with the ‘How to use TR logo style guide’, provided by TRUSTEDREVIEWS LIMITED at the execution of this Agreement. Any breach in style use of the Quote will be subject to removal upon written request by TRUSTEDREVIEWS LIMITED
10.1.6. Without prejudice to any other right or remedies available to TRUSTEDREVIEWS LIMITED, the Publisher acknowledges and agrees that failure to comply with any of the above terms and conditions will result in an additional fee to the Agreed Fee being payable by the Publisher to TRUSTEDREVIEWS LIMITED within 30 days of the Publisher’s receipt of an invoice from TRUSTEDREVIEWS LIMITED. In addition or alternatively, the Publisher acknowledges that damages may not be an adequate remedy for a breach of this Agreement and accordingly TRUSTEDREVIEWS LIMITED will be entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement.
10.2. Intellectual Property
10.2.1. TRUSTEDREVIEWS LIMITED owns (or has the right to licence) and shall retain the intellectual property rights in and to the Quote. Nothing in this Agreement shall operate to transfer the intellectual property rights to the Publisher.
10.2.2. To the best of TRUSTEDREVIEWS LIMITED’s knowledge and belief, the Quote are not obscene or libellous and do not infringe the intellectual property rights of third parties.
10.2.3. The Publisher acknowledges and agrees that the Licence hereby granted by TRUSTEDREVIEWS LIMITED shall not be assignable in any way whatsoever by the Publisher and neither shall the Publisher be entitled in any way whatsoever to grant any sub-licence in respect of the Licence hereby granted by TRUSTEDREVIEWS LIMITED to the Publisher.
10.3.1. This Agreement shall commence on the Date and will terminate on the expiry of the Licence Term.
10.3.2. Without prejudice to the generality of the foregoing, either party may, by written notice, terminate this Agreement if:
10.3.2.1. a party commits a material breach of this Agreement which is not remedied within 7 days of notice in writing from the party not in default requiring such remedy; or
10.3.2.2. a party passes a resolution, or a court makes an order that it be wound up otherwise than for the purposes of a bona fide reconstruction or amalgamation, or a receiver, manger or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of it, or circumstances arise which entitle a court or a creditor to appoint a receiver.
10.3.3. If the Agreement is terminated before the expiry of the Licence Term in accordance with Clause 4.2, the Publisher shall pay TrustedReviews Limited the Agreed Fee.
10.4.1. Each party shall hold harmless and indemnify the other against all claims, demands, proceedings, losses, damages, costs, charges and expenses (including, but not limited to, reasonable costs and disbursements on a solicitor and client basis) (together “the Indemnified Loss”) brought or made against the indemnified party or sustained or incurred by it arising from the failure of the indemnifying party to comply with any provisions of this Agreement save to the extent that the Indemnified Loss results from the acts or omissions of indemnified party.
10.5.1. The Publisher warrants to TRUSTEDREVIEWS LIMITED that:
10.5.1.1. the Publisher’s use of the Quote shall not breach any contract or infringe or violate any intellectual property rights or any other personal or proprietary right of any person or render TRUSTEDREVIEWS LIMITED liable to any proceedings whatsoever;
10.5.1.2. it will at all times comply with the requirements of all relevant legislation for the time being in force or applicable in the United Kingdom;
10.5.1.3. the Usages shall not be defamatory, obscene, offensive, abusive, threatening, menacing, harassing, indecent or in breach of confident, copyright, privacy or any other rights. Without prejudice to any other right or remedies available to TRUSTEDREVIEWS LIMITED,
10.5.1.4. it has full capacity, authority, and all necessary licences, permits and consents to enter into and perform this Agreement;
10.5.1.5. this agreement is executed by a duly authorised representative of the Publisher;
10.5.1.6. it will take such steps as may be reasonably required by TRUSTEDREVIEWS LIMITED to secure and protect the intellectual property rights and any other rights whatsoever in and to the Quote;
10.5.1.7. it will promptly give full particulars to TRUSTEDREVIEWS LIMITED as soon as becoming aware of any actual or threatened claim by any third party in connection with the Quote; and
10.5.1.8. it will use all due care and skill in performing its obligations under this Agreement.
10.5.2. The Publisher shall not be entitled to assign or sub-licence or charge this Agreement or any of its rights or obligations without the prior written consent of TRUSTEDREVIEWS LIMITED. TRUSTEDREVIEWS LIMITED may at any time upon prior written notice to the Publisher assign or sub-licence or charge this Agreement or any of its rights or obligations.
10.5.3. Neither party shall be held to be in breach or default by reason of any act of God, strike, lockout, act of Government or other authority or any cause beyond its control. In such eventuality the parties hereto shall immediately and in good faith consult together to devise ways of overcoming the difficulty.
10.5.4. This Agreement contains the entire agreement between the parties with respect to its subject matter. This Agreement may not be changed, altered or varied except by written instrument duly executed by each of the parties hereto.
10.5.5. If any provision of this Agreement is held to be invalid or unenforceable that provision (so far as it is invalid or unenforceable) shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions.
10.5.6. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
10.5.7. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall be the courts of competent jurisdiction.
11. Content Terms
11.1. This clause applies where we are providing Content.
11.2. Our Rights and Obligations
11.2.1. We will use reasonable endeavours to manage and complete the Project and to deliver the
Content to you in accordance in all material respects with the Order Form.
11.2.2. We will use reasonable endeavours to meet the performance dates specified in the Order Form,
but any such dates shall be estimates only.
11.3. Your Rights and Obligations
11.3.1. You undertake to us:
18.104.22.168. to co-operate with us in all matters relating to the Project;
22.214.171.124. to provide in a timely manner such access to your materials, data and, where
appropriate, premises and such office accommodation and other facilities, as we
126.96.36.199. to provide in a timely manner such information as we request, and ensure that such
information is accurate in all material respects.
11.3.2. If performance of our obligations under the Contract is prevented or delayed by any act or
omission of you or your agents, sub-contractors or employees, you will in all circumstances be
liable to pay to us on demand all reasonable costs, charges or losses sustained or incurred by us
(including, without limitation, any direct, indirect or consequential losses, loss of profit and loss
of reputation, loss or damage to property, injury to or death of any person and loss of
opportunity to deploy resources elsewhere), subject to us confirming such costs, charges and
losses to you in writing.
11.3.3. You will not, without our prior written consent, at any time from the date of the Contract to the
expiry of six months after the completion of the Content, solicit or entice away from us or
employ or attempt to employ any person who is, or has been, engaged by us as an employee or
sub-contractor, except that you will not be in breach of this condition 5.3 if you hire our
employee or sub-contractor as a result of a recruitment campaign not specifically targeted to
our employees or sub-contractors. Any consent given by us in accordance with this condition
shall be subject to you paying us on demand a sum equivalent to 20% of the then current annual
remuneration of our employee or sub-contractor or, if higher, 20% of the annual remuneration
to be paid by you to such employee or sub-contractor.
11.4. Intellectual Property Rights
11.4.1. We will own all Intellectual Property Rights and all other rights in the TR-branded Content. Unless the Order Form states otherwise, we hereby license all such rights to you free of charge and on a non-exclusive, non-transferable and worldwide basis: (i) to reproduce the TR-branded Content in its entirety unaltered, solely in connection with your business; (ii) for a period not exceeding 12 months.
11.4.2. You will not grant sub-licences nor develop, market or distribute the TR-branded Content nor create derivative works from it, in whole or in part, of any of the rights granted of the TR branded Content, or sub-contract any aspects of exploitation of the rights licensed to it, without our prior written consent.
11.4.3. All Intellectual Property Rights and all other rights in the Third Party Content shall remain with the third party. We grant to you (or shall procure for you) a non-transferable, non-exclusive licence to use the Third Party Content for the period in the territory solely for the purpose, in each case as set out in the Order Form, and in line with the terms of the third party.
11.4.4. You will not grant sub-licences nor develop the Third Party Content or create derivative works from it, in whole or in part, of any of the rights granted of the Third Party Content, or subcontract any aspects of exploitation of the rights licensed to it, without our prior written consent.
11.4.5. In consideration of the sums paid by you, we hereby assign to you absolutely all Intellectual Property Rights throughout the world subsisting in the Other Content for the whole term including any renewals, reversions, revivals and extensions.
12. Limitation of Liability
12.1. This condition sets out our and your entire financial liability (including without limitation any liability for the acts or omissions of our (or your, as applicable) employees, agents and subcontractors) to us (or to you, as applicable) in respect of:
12.1.1. any breach of the Contract howsoever arising;
12.1.2. any use made by you of any rights we assign to you under the Contract; and
12.1.3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
12.2. Nothing in these conditions excludes our or your liability for:
12.2.1. death or personal injury caused by our negligence; or
12.2.2. fraud or fraudulent misrepresentation.
12.3. Subject to condition 1 and condition 10.2:
12.3.1. neither we nor you shall in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
188.8.131.52. loss of profits; or
184.108.40.206. loss of business; or
220.127.116.11. depletion of goodwill or similar losses; or
18.104.22.168. loss of anticipated savings; or
22.214.171.124. loss of goods; or
126.96.36.199. loss of contract; or
188.8.131.52. loss of use; or
184.108.40.206. loss or corruption of data or information; or
220.127.116.11. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
12.3.2. each of our and your total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract.
13. Term and termination
13.1. This Agreement shall commence on the Date and continue for the Licence Term when it will expire automatically without notice.
13.2. Without prejudice to the generality of the foregoing, either party may, by written notice, terminate this Agreement if:
13.2.1. either party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
13.2.2. a party commits a material breach of this Agreement which is not remedied within 7 days of notice in writing from the party not in default requiring such remedy; or
13.2.3. a party fails to pay its debts when due or suspends or ceases to do business (or threatens to do any of those) or passes a resolution, or a court makes an order that it be wound up otherwise than for the purposes of a bona fide reconstruction or amalgamation, or a receiver, manger or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of it, or circumstances arise which entitle a court or a creditor to appoint a receiver.
13.3. On expiry or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this agreement:
13.3.1. any unpaid balance of the Agreed Fee shall immediately become due and payable together with any outstanding sums payable by the Licensee to the Licensor;
13.3.2. all rights and licences granted pursuant to this agreement shall cease;
13.3.3. the Licensee shall cease all use of the Quote and the Mark.
14.Warranties and indemnity
14.1. The Licensor warrants that it is the owner of the Quote and the Mark.
14.2. The Licensee warrants to Licensor that:
14.2.1. the manner in which Licensee uses the Quote and the Mark shall not breach any contract or infringe or violate any intellectual property rights or any other personal or proprietary right of any person or render the Licensor liable to any proceedings whatsoever;
14.2.2. the Usages shall not be defamatory, obscene, offensive, abusive, threatening, menacing, harassing, indecent or in breach of confident, copyright, privacy or any other rights;
14.2.3. it has full capacity, authority, and all necessary licences, permits and consents to enter into and perform this Agreement;
14.2.4. this agreement is executed by a duly authorised representative of the Licensee;
14.2.5. it will take such steps as may be reasonably required by the Licensor to secure and protect the intellectual property rights and any other rights whatsoever in and to the Quote and/or the Mark;
14.2.6. it will promptly give full particulars to the Licensor as soon as becoming aware of any actual or threatened claim by any third party in connection with the Quote and/or the Mark; and
14.2.7. it will use all due care and skill in performing its obligations under this Agreement.
14.3. To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under the Agreement.
14.4. The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:
14.4.1. the Licensee’s exercise of its rights granted under this agreement, including any claim made against the Licensor for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection therewith;
14.4.2. the Licensee’s breach or negligent performance or non-performance of this agreement, including any product liability claim relating to Quoted Products manufactured, supplied or put into use by the Licensee;
14.4.3. the enforcement of this agreement; or
14.4.4. any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Quoted Products, to the extent that the defect in the Quoted Products is attributable to the acts or omissions of the Licensee, its employees, agents, sub-licensees or subcontractors.
15.1. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
15.2. The Licensee shall not be entitled to assign or sub-licence or charge this Agreement or any of its rights or obligations without the prior written consent of the Licensor. The Licensor may at any time upon prior written notice to the Publisher assign or sub-licence or charge this Agreement or any of its rights or obligations.
15.3. Neither party shall be held to be in breach or default by reason of any act of God, strike, lockout, lockdown, pandemic, act of Government or other authority or any cause beyond its reasonable control. In such eventuality the parties hereto shall immediately and in good faith consult together to devise ways of overcoming the difficulty.
15.4. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order Form. Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15.5. Each party undertakes that it shall not at any time during the Agreement and for a period of five 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 that either party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its 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; and (b) 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 exercise its rights and perform its obligations under or in connection with the Agreement.
15.6. This Agreement contains the entire agreement between the parties with respect to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
15.7. This Agreement may not be changed, altered or varied except by written instrument duly executed by each of the parties hereto.
15.8. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.9. If any provision of this Agreement is held to be invalid or unenforceable that provision (so far as it is invalid or unenforceable) shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions.
15.10. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
15.11. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction.