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1.INTERPRETATION A number of words used in these Conditions which have special meanings begin with a capital letter. The meanings of such specially defined words are set out at the end of these Conditions. 2.THE SERVICES AND OBLIGATIONS 2.1.In consideration of the payment of the Fees Thornrealm agrees to perform the Services in accordance with the Contract and these Conditions in such manner as it may think fit. These Conditions shall apply to the provision of the Services to the exclusion of all other conditions and the Client agrees that uploading of the Advertisement or Promotion on to the Thornrealm Site shall be deemed acceptance of these Conditions. 2.2.The Client hereby undertakes and warrants to Thornrealm that:- 2.2.1.in relation to any Advertisement or any Promotion the Client enters into the Contract as a principal notwithstanding that the Client may be acting directly or indirectly for the person whose products or services are being promoted by the Promotion or advertised by the Advertisements (“the Advertiser”) 2.2.2.the reproduction and/or publication of the Advertisement by Thornrealm as originally submitted or as amended pursuant to clause 3 will not breach any contract or infringe or violate any copyright, trade mark, or any other personal or proprietary right of any person or render Thornrealm liable to any proceedings whatsoever; 2.2.3.any information supplied by the Client in connection with the provision of the Services is accurate, complete and true in all respects. 2.2.4.in respect of any Advertisement or Promotion which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Client has obtained the authority of such living person to make use of such name, representation and/or copy; 2.2.5.the Advertisement and Promotion complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory regulatory authorities and the law of the European Economic Community) for the time being in force or applicable thereto in such jurisdiction as the Advertisement or Promotion shall be made available; and 2.2.6.the Advertisement and the Promotion are legal, decent, honest and truthful and complies with the rules of UK national law and international codes and all other such relevant codes relating to advertising and promotion as may be appropriate and particularly:- 2.2.7.the Advertisement and Promotion shall not contain any data, image or other material which:- 2.2.7.1.is offensive, obscene or indecent, or capable of being resolved into obscene or indecent images or material; 2.2.7.2.is defamatory, threatening or racially, ethnically or otherwise objectionable; 2.2.7.3.is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person; 2.2.7.4.infringes the copyright of another person; 2.2.7.5.is designed or likely to cause disruption to any computer system or to any network; 2.2.7.6.is illegal or designed or likely to induce an illegal act. 2.2.8.It has authority to enter into and implement the Contract. 2.3.The Client shall provide to Thornrealm the Advertisement and the Promotion in the format expressly specified (if any) by Thornrealm in the Schedule or otherwise (“the Required Format”). 2.4.Where the Client is an advertising agency it warrants that it is authorised by the Advertiser to place the Advertisement and carry out the Promotion with Thornrealm and the Client will indemnify Thornrealm against any claim made by such person against Thornrealm arising from the publication or promotion thereof. 2.5.Thornrealm shall be entitled at any time without notifying the Client to make changes to the Services which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided. 2.6.Any ideas concepts know-how or techniques developed by Thornrealm or obtained during the execution of the Services will be owned exclusively by Thornrealm. 3ACCEPTANCE OF AN ADVERTISEMENT AND PROMOTION Thornrealm: 3.1.shall upon receipt of the Fees and Thornrealm’s acceptance of the Advertisement or Promotion perform the Services on the Thornrealm Site for the Term subject to the provisions of these Conditions. 3.2.has the right and its sole discretion to decline to carry out any Promotion or publish or to omit, suspend or change the position of any Advertisement accepted by it. 3.3.may, without derogation from the warranties and obligations set out in the clause 2, refuse or require to be amended any artwork, materials or copy for or relating to an Advertisement or Promotion so as to comply with the legal or moral obligations placed upon Thornrealm or the Client or to avoid infringing a third party’s rights or any statutory or regulatory requirements. 4.LIABILITY 4.1.Thornrealm will not be liable for any loss of copy, artwork, photographs, data or other materials which the Client supplies to it and the Client shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require. 4.2.Thornrealm accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertisement or Promotion and shall not be liable for any loss of information or data or any damage thereto or by reason of any representation or terms whatsoever for any loss of profit by any indirect special or consequential loss (whether caused by the negligence of Thornrealm, its employees or agents). 4.3.Nothing in these Conditions shall render Thornrealm liable for any loss or liability (including without limitation as a result of any server crashes or being out of service, deletion, corruption, loss or removal of data) arising out of the occurrence of any matter outside its reasonable control. Time shall not be of the essence in respect of Thornrealm’s obligations hereunder. 5.PAYMENT PROVISIONS 5.1.Thornrealm may invoice the Client for the Fees for the Term upon its acceptance of the Advertisement or Promotion prior to commencement of the Services. 5.2.The invoice for the Fees shall be payable in full prior to the Advertisement being published or the Promotion being transmitted by Thornrealm on Thornrealm’s Site unless otherwise agreed by Thornrealm. 5.3.All sums due in respect of the Fees are exclusive of Value Added Tax or other applicable sales tax, for which the Client shall be additionally liable. All sums due from the Client which are not paid on the due date (without prejudice to Thornrealm’s other rights under these Conditions or the Contract) shall bear interest at the annual rate of 4% over the prevailing base rate of Barclays Bank Plc, such interest shall accrue from the due date until payment is made in full. 6.CLIENT RESPONSIBILITY 6.1.It is the responsibility of the Client to check the correctness of the Advertisement or Promotion and, without prejudice to the provisions of clause 4, Thornrealm assumes no responsibility for repetition of an error in an Advertisement or Promotion. 6.2.For the purpose and duration of the Advertisement or Promotion the Client grants to Thornrealm a non-exclusive Licence to use, publish and reproduce the Client’s name, logo, trade marks and brands to the extent necessary to enable Thornrealm to comply with its obligations under the Contract or these Conditions. 7.CANCELLATION 7.1.Subject to the provisions of clauses 3 and 7.2 the Advertisement and/or Promotion shall be included in Thornrealm’s Site for the Term or as otherwise expressly agreed by Thornrealm. 7.2.Thornrealm reserves the right at any time during the Term to remove the Advertisement or Promotion from Thornrealm’s Site in the event that Thornrealm considers the Advertisement or Promotion breaches any applicable laws or the rights of any third party or is prejudicial to the interests of Thornrealm. 8.INDEMNITY The Client hereby undertakes to Thornrealm that the Client will, without prejudice to any other right of action which Thornrealm may have, at all time keep Thornrealm fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, expenses, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which Thornrealm may suffer or incur as a result of any Advertisement or any Promotion or pursuant to the Services, or by reason of any breach or non-fulfilment of any of the Client’s obligations in respect of these Conditions. 9.GENERAL 9.1.The Client shall not be entitled to assign these Conditions nor any or all of its rights and obligations hereunder. 9.2.If any provision of these Conditions shall be invalid or unenforceable, it shall not affect any other provision which shall remain in full force and effect. 9.3.These Conditions and the Contract are the entire agreement between the Client and Thornrealm in respect of the Services. 9.4.Any waiver by Thornrealm shall not be considered as a waiver of the same succeeding or any other breach of the same provision and any delay shall not operate as a waiver by Thornrealm. 9.5.Except as expressly stated in these Conditions (and in respect of all associated companies of Thornrealm) a person who is not a party to the Contract pursuant to these Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions but this does not affect any remedy or right of any third party which exists or is available apart from that Act. 10.LAW These Conditions are governed by English law and the Client hereby submits to the exclusive jurisdiction of the English Courts. 11.DEFINITIONS Advertising” any advertising material supplied by a Client for transmission by the Internet from Thornrealm’s Site (including without limitation advertising banners being electronic advertisement whose dimensions and delivery format are agreed) that are placed on pages of Thornrealm’s Site, customised links and sponsorship logo display; “Client” the person(s) firm or company to whom the Services are provided; “Commencement Date” means the earlier of the date specified in writing by Thornrealm and the date on which Thornrealm places the Advertisement on the Thornrealm Site; “Conditions” means these standard terms and conditions; “Contract” the contract for the purchase and supply of the Services; “Fees” means the fees and charges payable by the Client as set out in the Schedule or specified by Thornrealm from time to time; “Internet” the global computer network comprising interconnected networks using standard set of rules that regulate the manner in which date is transmitted between computers; “Promotion” any promotion or promotional material supplied by a Client for transmission by the Internet from Thornrealm’s Site; “Schedule” the Schedule (if any) to the Contract in whatever form setting out the Fees, Required Format, Commencement Date, Term and Notice Period; “Services” the services in respect of the Advertisement, the Promotion and any related services agreed to be provided by Thornrealm pursuant to the Contract and these Conditions; “Term” the period from the Commencement Date for the agreed period (as specified in the Schedule or otherwise expressly by Thornrealm) for which the Advertisement is to be placed until terminated in accordance with these Conditions; “Thornrealm” means Thornrealm Limited, the owner and operator of www.computermarket.com; “Thornrealm Site” means www.computermarket.com or other Web Site operated and maintained by Thornrealm; “Web Site” a site at which text, graphics, data, files and information are stored electronically and access to which is made available to third parties via the Internet. CONTRACT SCHEDULE Fees: Required Format: Commencement Date: Term: Notice Period: |
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