The following terms and conditions are applicable to any contract entered into by Measured Media Ltd ("MM Ltd") with a customer for the provision of lead generation enquiries,links, banners and phone calls ("the Customer"), or any other service when listing with us. They are also applicable to any renewal of such provision.
1. DATA USE:
(a) the customer undertakes to receive and securely store personal data received from MM Ltd and use in conjunction with users expression of interest for initial contact and follow up to enquiries.
(b) the customer agrees to not use personal data passed on by MM ltd for any other purpose than stated in 1a
(c) the customers agrees to obtain consent from users passed by MM ltd before being added to any addition marketing communications by the customer.
2. INTELLECTUAL PROPERTY:
(a) The Customer hereby warrants to MM Ltd that it has or will have the right to provide any and all advertising material, original content, Images, data and other information supplied by it for the purposes of this Agreement and hereby undertakes to indemnify MM Ltd and to hold MM Ltd fully indemnified in respect of claims of any nature by third parties against MM Ltd alleging inaccuracy, conversion, defamation, breach of statute, breach of copyright, breach of database rights, breach of "moral rights", or infringement of any other intellectual property rights.
(b)Copyright in the computer programs, templates, web page code, underlying source codes and computer files created by MM Ltd for the purpose of and in the course of converting material supplied by the Customer remains the exclusive property of MM Ltd. Where appropriate MM Ltd hereby grants a non-exclusive licence to the Customer to use its software during the currency of this Agreement, but only for the purpose of updating content and supplying information hereunder.
(c)The Customer acknowledges that nothing in this Agreement shall confer on the Customer any licence or right of ownership in the MM Ltd Brand Features (as defined below) and the Customer will not at any time in the future contest the validity of the MM Ltd Brand Features. For the purposes of this Agreement "MM Ltd Brand Features" shall mean all trade marks, service marks, logos, style, format and other distinctive brand features of MM Ltd that are used in connection with MM Ltd Websites or with other websites or services which are operated by MM Ltd for other customers.
The Customer undertakes to keep confidential and not to use or disclose to any third party confidential information (including, but not limited to information concerning the other’s business, business plans, customers, surveys, market research, costs or prices) discussed or supplied by the other party, except insofar as such information:-
has already entered the public domain;
is supplied by a third party free of any restriction as to its use or disclosure; or
is required to be disclosed by law or by the order of any court
(a) MM Ltd represents and warrants that the services to be provided hereunder will be performed in a professional manner, using due professional care. In the event of a breach of this warranty, or otherwise, MM Ltd’s liability (whether founded in contract, tort or otherwise) shall be limited to reperforming the relevant services hereunder as required or, at MM Ltd ’s option, to an adjustment of MM Ltd ’s fees to an amount equal to the reasonable value of the services actually provided hereunder.
(b)Except for those warranties expressly referred to above, MM Ltd disclaims all warranties of any kind, express or implied, including without limitation, any implied warranties of suitability or fitness for any particular purpose, or any warranty pertaining to functionality, compatibility or adequacy, or arising out of statute or common law or from any course of dealing or trade usage in relation to the services referred to in this Agreement. MM Ltd’s liability to the Customer for damages arising out of any part of this Agreement shall be limited to direct damages, and shall not exceed the amount of any fees paid. Under no circumstances will MM Ltd be liable for incidental, consequential, exemplary, special or punitive damages including, without limitation, damages (however caused) resulting from loss of data, profits, use, business, or monies deposited for equipment or any affiliated components, or degradation of performance of products or software, even if MM Ltd has been advised of the possibility of such damage.
(c)The Customer acknowledges that in entering into this Agreement it has not relied on any statement, representation or warranty on the part of MM Ltd or any person employed or engaged by MM Ltd.
5. PAYMENT TERMS:
(a)Acceptance by MM Ltd of any service set out in a sales order confirmation form is subject to MM Ltd being satisfied in its sole discretion with the result of any credit check conducted by MM Ltd or on its behalf.
(b)Unless stated to the contrary in the confirmation of order all invoices are due for payment by the Customer within 14 days of receipt of the invoice.
(c) All monies payable to MM Ltd in accordance with these terms and conditions shall be paid to it by the Customer within 14 days of the date of rendering the relevant invoice by MM Ltd to the Customer and interest will be charged on overdue payments at the rate of 10%, or such other rate determined by MM Ltd from time to time, per annum. We understand and will reserve our right to claim compensation for debt recovery costs under late payment registration if we are not paid according to agreed credit terms. This includes the right to charge a fixed payment charge of £50, £75 or £100 depending on the size of the debt (under £1,000, under £10,000, and higher), compliant with the Late Payment of Commercial Debts (Interest) Act 1998
(d)Should the payment terms not be complied with, MM Ltd reserves the right to terminate the service until payment is received.
(e)Where the Customer elects to cancel a service provided by MM Ltd which has been paid for by the Customer on an annual basis in advance, no refund of monies attributable to the unexpired period shall be due from MM Ltd to the Customer. Where the Customer elects to cancel a contract for online advertising services, the unpaid balance of the total contract value shall immediately become due and payable in full by the Customer. MM Ltd shall not be obliged to allocate to any other services supplied by MM Ltd monies attributable to such unexpired period.
The listings are subject to an on-going annual basis until receipt of termination. Renewal may be subject to a standard annual increase
Termination will only be in effect with one month's written notice, subject to the minimum contracted period, sent to MM Ltd by e-mail to account contact or registered post.
6. FORCE MAJEURE:
(a)Neither party shall be liable for breach of its obligations under this Agreement (other than an obligation to make full payment of any monies outstanding) where such a breach occurs because either party is prevented, hindered or delayed from, or in, performing any of its obligations under this Agreement.
(b)For this purpose "Force Majeure" shall mean any cause arising from or attributable to acts or events beyond the reasonable control of the party concerned including, without limitation, fire, flood, lightning, civil commotion, malicious damage, compliance with any law or governmental order, accident to or breakdown of plant, machinery, utilities, computer servers, telecommunications networks or default of suppliers or subcontractors.
(c)In circumstances of Force Majeure the obligations of the party so affected shall be suspended for as long as the Force Majeure event continues.
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
(a)The parties intend that this Agreement should operate between them with fairness and will endeavour to settle any dispute or difficulty by negotiation.
(b)Any dispute arising out of or in connection with this Agreement which cannot be settled by negotiation will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, whose Rules are deemed to be incorporated by reference into this clause except that:
the tribunal will consist of one arbitrator who must have the relevant technical qualifications to resolve the issue in question; and
the place of arbitration will be London.
9. LAW AND JURISDICTION:
This Agreement shall be governed by and construed in accordance with the laws of England & Wales and both parties agree to submit to the jurisdiction of the English courts at all times.