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Life Publications website terms and conditions

Life Publications website terms and conditions

I Agree to the Following Terms and Conditions for Advertising on the Life Publications (Nottinghamshire) Ltd Website or any subsidiary website run or maintained by Life Publications (Nottinghamshire) Ltd

PARTIES: (1) Life Publications (Nottinghamshire) Ltd, Haughton View, Park Lane, Elkseley, Retford, Nottinghamshire DN22 8AR ("the Publisher"); and (2) the Advertiser;

1. Definitions and interpretation

1.1 In this Agreement the following words and expressions shall unless the context otherwise requires have the following meanings:

  • "Advertising Content" the advertisements and other content (as specified in the Schedule) submitted by the Advertiser to the Publisher for publication on the Website;
  • "Advertiser's Marks" the trade marks and logos of the Advertiser;
  • "Advertiser's Website" the website to which the Advertiser requires a Link;
  • "Affiliate" means a company firm or individual that Controls is Controlled by or is under common Control with the Advertiser;
  • "Agreement" means this Agreement (including the Schedule) and any amendments to it as agreed in writing from time to time;
  • "Annual" a period of 12 calendar months commencing on the Effective Date and subsequent periods of 12 calendar months;
  • "Banner" an internet banner advertisement incorporated on the Website;
  • "Business Day" means a week day excluding Saturday or Sunday and bank or public holidays in England;
  • "Confidential Information" Means any information supplied (whether supplied in writing orally or otherwise by one party to the other party marked as "confidential" described as "confidential" or which might reasonably be assumed to be confidential;
  • "Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" shall be construed accordingly);
  • "Effective Date" means the date the Advertising Content goes live on the Website;
  • "Fee" means the fee charged in accordance with the annual List of Charges (or in the case of sponsorship tender the preferred bid);
  • "Intellectual Property Rights" means all intellectual property rights wherever in the world whether registered or unregistered including any application or right of application for such rights including without limitation copyright and related rights moral rights database rights, confidential information trade secrets know-how business names trade names domain names trademarks service marks passing off rights unfair competition rights patents petty patents utility models semi-conductor topography rights and rights in designs;
  • "Link" means a hypertext link;
  • "Marks" the Publisher's Marks or the Advertiser's Marks as the context requires;
  • "Minimum Term" means a period of 30 days from the Effective Date;
  • "Penalty Sum" means the sum to be deducted from the Fee in accordance with Clause 4.6 to be calculated as follows:
  • (Fee divided by 30) times by number of whole days Website is down;
  • "Publisher's Marks" the current trade marks and logos of the Publisher (whether registered or unregistered);
  • "Schedule" means the schedule attached to this Agreement;
  • "Term" The term shall be a period of a month commencing on the Effective Date;
  • "User" any person accessing the Website;
  • "VAT" means Value Added Tax;
  • "Website" [Websites owned and run by Life Publications (Nottinghamshire) Ltd ] or means www.life-publications.com and such other relevant websites run by the Publisher as detailed in the Schedule.

1.2 References to clauses and schedules in this Agreement are to clauses of and schedules in this Agreement.
1.3
The headings to the clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction thereof.
1.4
Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended extended or re-enacted.
1.5
Words importing the singular shall include the plural and vice versa words importing any gender shall include all other genders words importing persons shall include bodies corporate unincorporated associations and partnerships and vice versa.
1.6
References to the whole shall include the part and vice versa.
1.7
References to this Agreement shall include the Schedule and any document referred to in this Agreement.

2. Term
2.1
This Agreement shall commence on the Effective Date and subject to Clauses 8 and 9 and shall continue for the Minimum Term.
2.2
Subject to the written agreement by the parties this Agreement shall be renewable on an monthly basis.

3. Exclusivity
3.1
Nothing in this Agreement shall prevent the Publisher from entering into any advertising or sponsorship agreement with any other third party or any competitor of the Advertiser.
3.2
The Publisher may include (or permit any third party to include) any advertisements, merchant links or any commercial messages within the Website without prior written consent or instruction.
3.3
The Publisher reserves the right to continue offering free services to businesses charities or other organisations which it deems are in the public interest and in accordance with the purpose and functionality of the Website.

4. The Publisher's Obligations
4.1 The Publisher shall publish the Advertising Content on the Website in accordance with the terms of this Agreement.
4.2 The Publisher shall use reasonable endeavours to ensure that the Website is operational at all times during the Term.
4.3 The Publisher is entitled to take down the Website (or any part thereof) at any time and for any reasonable period in order to carry out or arrange the carrying out of necessary maintenance and support services or for any other reasonable cause.
4.4 The Publisher will not be obliged to keep the Website (or any part thereof) up and running on a 24 hour 7 day (or any other) basis.
4.5 If the Website is not operational or accessible (whether as a result of the operation of this Clause or otherwise) then the Publisher shall:
4.5.1 Take steps to notify the Advertiser if the down period is likely to be longer than 2 (two) Business Days;
4.5.2 Use reasonable endeavours to restore the Website and User access to the Website.
4.6 If any operation or access failure continues for a period in excess of 3 (three) Business Days then the Publisher shall have the discretion to deduct a Penalty Sum from the Fee.
4.7 The Website Owner shall:
4.7.1 not permit the Advertiser's Marks or Intellectual Property Rights to be used except as permitted by this Agreement;
4.7.2 not license any third party to use or any User to access (other than in accordance with this Agreement) the Website without including terms as protective of the Advertisers Rights as are required by this Agreement.
4.8 The Publisher shall be responsible for the production, maintenance and editorial presentation of the Website.

5. Intellectual Property Rights
5.1 The Advertiser warrants that it owns all Intellectual Property Rights in and relating to the Advertiser's Marks and grants to the Publisher a worldwide non-exclusive royalty-free fully paid licence for the Term to copy use reproduce publish and display the Advertisers Marks as follows:
5.1.1 for marketing and promoting the Website; and
5.1.2 for placing the Advertisers Marks onto the Website in Accordance with the Advertising Content.

6. Payments
6.1 The Advertiser shall pay to the Publisher the Fee on the Effective Date.
6.2 The Fee is exclusive of VAT.

7. Warranties
7.1 The Advertiser and the Publisher each represent and warrant to the other that:
7.1.1 the Advertiser's Website and the Website shall not be used to store, display or publish any material:
7.1.1.1 which is pornographic obscene racist likely to incite hatred against any person or group blasphemous or defamatory; or
7.1.1.2 the use storage display or publishing of which infringes any copyright trade mark or other Intellectual Property Rights of any third party;
7.1.1.3 which breaches any applicable laws regulations or legally binding codes;
7.1.1.4 which is likely to cause annoyance inconvenience or anxiety to another internet User;
7.1.2 any services carried out by each of them in connection with this Agreement will be carried out with reasonable care and skill.
7.1.3 the execution delivery and performance by each of them of the terms of this Agreement are within each of their corporate powers and have been duly authorised by all necessary corporate action on each of their parts.
7.2 The Publisher shall ensure that the Website is accurate complete and up to date as at the date of signature of this Agreement and shall remain accurate complete and up to date throughout the Term.
7.3 The Publisher shall procure that all necessary licences consents and/or waivers relating to the Website shall be obtained and paid for by the Publisher so that the Website is available to Users without:
7.3.1 any liability to make payments to third parties; or
7.3.2 infringing any Intellectual Property Rights of any third party.

8. Discretion as to Advertising Content
8.1 The Publisher shall have absolute discretion as to the material that is published on the Website and reserves the right to remove any of the Advertising Content without further notice being given to the Advertiser.

9 Termination
9.1 Either party may terminate this Agreement on written notice to the other if:
9.1.1 the other commits a material breach of the terms of this Agreement which is incapable of remedy;
9.1.2 the other commits a material breach of the terms of this Agreement which is capable of remedy and, having received from the other party written notice of such breach stating the intention to terminate this Agreement if not remedied then fails to remedy the breach within 14 (fourteen) days;
9.1.3 the other ceases to carry on its business or shall have a liquidator, receiver administrator or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of the liabilities of it) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order or shall enter into any voluntary arrangement with its creditors or shall be unable to pay its debts as they fall due.

10 Anti-Bribery and Corruption

10.1 The Publisher may terminate this Agreement by way of written notice with immediate effect and recover from the Advertiser the amount of any loss resulting from the termination if at any time it becomes known to the Publisher that the Advertiser or any person employed by the Advertiser or acting on his behalf whether with or without the knowledge of the Publisher has:
10.1.1 offered paid or given or agreed to give directly or indirectly any gift in money or any other form to any member employee or agent of the Council as an inducement or reward in relation to the obtaining or execution of the Agreement or any other agreement with the Publisher;
10.1.2 favoured or discriminated against any person in relation to this or any other agreement with the Publisher; or
10.1.3 in the reasonable opinion of the Publisher appears to have given any fee or reward the receipt of which is an offence under Section 117(2) of the Local Government Act 1972 or the Prevention of Corruption Acts 1889 to 1916.

11 Consequences of Termination
11.1 In the event of the termination or expiry of the Agreement the Publisher shall cease to publish the Advertising Content on the Website.
11.2 If termination is due to the Publisher's default the Advertiser shall promptly pay to Publisher all outstanding payments due to it and any licences granted under this Agreement will terminate.
11.3 Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect their coming into force.
11.4 Clauses 12 and 13 shall survive expiry on termination of this Agreement.

12 Limitations of Liability
12.1 Neither party's liability for death or personal injury caused by its negligence or the negligence of its employees or agents or for fraudulent misrepresentation is excluded or limited by this Agreement even if any other term of this Agreement would otherwise suggest that this might be the case.
12.1 Subject to Clauses 12.1 and 12.3 the Publisher's total aggregate liability arising from or in connection with this Agreement and in relation to anything which it may have done or not done in connection with this Agreement (and whether the liability arises because of breach of contract negligence or for any other reason) shall be limited to a maximum of the Fee.
12.2 Subject to Clause 12.1 neither party shall have any liability at all (whether arising from breach of contract negligence misrepresentation or any other reason) for any indirect or consequential loss, including but not limited to loss of: profits sales turnover goodwill business contracts anticipated savings or wasted management or other staff time.
12.3 Except as set out in this Agreement each party excludes all conditions terms representations (other than fraudulent representations) and warranties whether imposed by statute or by operation of law or otherwise that are not expressly stated in this Agreement including without limitation the implied warranties of satisfactory quality and fitness for a particular purpose.

13 Confidentiality
13.1 Each party will keep confidential any Confidential Information which the other supplies in connection with this Agreement.
13.2 Each party will only use Confidential Information of the other party in connection with its obligations under this Agreement.
13.3 The obligations as to confidentiality in this Agreement will not apply to any information which:
13.3.1 is available to the public other than because of any breach of this Agreement;
13.3.2 is when it is supplied already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
13.3.3 is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
13.3.4 is trivial or obvious; or
13.3.5 is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure.

14 Notices
14.1 Unless otherwise communicated to the other party in writing any notice to be given by either party to the other under the terms of this Agreement should be served by e-mail fax personal service or by post to the address of the other party that is the registered office or main place of business of the Advertiser or if the Publisher marked for the attention of the Director of Life Publications (Nottinghamshire) Ltd Haughton View, Park Lane, Elkesley, Retford, Nottinghamshire DN22 8AR.
14.2 A notice sent by e-mail shall be deemed to be received providing receipt is acknowledged and confirmed. Notice sent by fax shall be deemed to be served on receipt of an error-free transmission report. Notice given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by first class post shall be deemed to have been delivered 48 (forty eight) hours after posting and acknowledged.

15 Assignment and Sub-Contracting
15.1 Sub-contracting shall not relieve either party of any of its liabilities under this Agreement.
15.2 The Advertiser may assign this Agreement or any of its rights or obligations under this Agreement to any Affiliate subject to the prior written approval of the Publisher such approval not to be unreasonably withheld.
15.3 The Publisher shall be entitled to transfer assign or otherwise dispose of in whole or in part its rights under this Agreement

16 Force Majeure
16.1
Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control including but not limited to acts of God, war (or threat thereof) act, or threatened act of terrorism civil commotion, or industrial dispute.

16.2 If such delay or failure as detailed in Clause 15.1 above continues for at least 30 (thirty) days the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other with immediate effect.

17 Entire Agreement
17.1
This Agreement contains the terms and conditions of the Agreement between the parties relating to the subject matter covered and supersedes any previous agreements arrangements undertakings or proposals written or oral between the parties in relation to such matters.

18 Variations
18.1 No addition to or modification of any provision of this Agreement shall be binding on the parties unless made by a written instrument and signed by a duly authorised representative of each of the parties.

19 Waiver
19.1 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions contained in this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all the terms and conditions of this Agreement.

20 Severability
20.1
If any provision of this Agreement is held invalid illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

21 Status of the parties

21.1 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

22 Settlement of Disputes - Mediation
22.1
If any dispute or difference of any kind arises between the Publisher and the Advertiser in connection with or arising out of this Agreement which cannot be resolved by negotiation then such dispute or difference shall firstly be referred to the process of mediation conducted by a person to be agreed between the parties.

22.2 If an agreement to resolve the dispute or difference is subsequently made after proper mediation then that agreement will be binding on both parties to the Agreement.

23 Settlement of Disputes – Arbitration

23.1 If any dispute or difference of any kind arises between the Publisher and the Advertiser in connection with or arising out of this Agreement which cannot be otherwise resolved and mediation is unsuccessful or the parties agree not to use mediation then such dispute or difference shall be referred to arbitration for full and final decision.
23.2 The person to conduct such arbitration shall be agreed between the parties or failing agreement as to the person within a reasonable period then a person shall be appointed by an appropriate independent body agreed by the parties and shall be in accordance with the provisions of the Arbitration Act 1996.
23.3 The award of the arbitrator shall be final and binding on the parties.

24 Rights of third parties

24.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.

25 Law and jurisdiction
25.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.

Advertising on Life Publications (Nottinghamshire) Ltd Websites
This list is not exclusive and the publisher retains the right to refuse to carry a particular publication

General Class Advertising Accepted

Football clubs Yes
Gambling sites including online sites Yes
Gaming software - i.e. computer games Yes
Government bodies Yes
Health centres national and local Yes
Holiday companies Yes
Hotel groups - local and national Yes
Household insurance companies Yes
Internal clients e.g. castle, museums partnerships etc. Yes
Cooperative Societies Yes
Local Tourist Attractions Yes
Military services e.g. recruiting adverts Yes
Mortgage companies Yes
Motor vehicles Yes
Any company supplying Life Publications (Nottingamshire) Ltd Yes
Newspapers and Magazines (meeting all other criteria) Yes
Olympics Yes
Sports Advertising - Venues Yes
Private Nursing Homes Yes
Party Political Advertising No
Petrochemical Companies Yes
Post Office (and subsidiaries) Yes
Phone Companies mobile and Land, broadband (but not premium rate numbers) Yes
Pressure Groups and Lobbyists No
'Private' or sexual services or products No
Professional Services ie Accountants, Lawyers, Vets Yes
Public Service Announcements Yes
Pubs (local) Yes
Restaurants Yes
Private Schools, Yes
Tobacco companies No
Supermarkets, shops, stores Yes
Local Trades, i.e plumbers Yes
Transport Companies Yes
Travel Companies Yes
Unions Yes
Universities Yes
Insurance Yes
Caterers Yes
Film Trailers Yes
Music CDs Yes
Football clubs Yes
Gambling sites including online sites Yes
Gaming software - i.e. computer games Yes
Government bodies Yes
Health centres national and local Yes
Holiday companies Yes
Hotel groups - local and national Yes
Household insurance companies Yes
Internal clients e.g. castle, museums partnerships etc Yes
Cooperative Societies Yes
Local Tourist Attractions Yes
Military services e.g. recruiting adverts Yes
Mortgage companies Yes
Motor vehicles Yes
Any company supplying Life Publications (Nottingamshire) Ltd Yes
Newspapers and Magazines (meeting all other criteria) Yes
Olympics Yes
Sports Advertising - Venues Yes
Private Nursing Homes Yes
Party Political Advertising No
Petrochemical Companies Yes
Post Office (and subsidiaries) Yes
Phone Companies mobile and Land, broadband (but not premium rate numbers) Yes
Pressure Groups and Lobbyists No
'Private' or sexual services or products No
Professional Services ie Accountants, Lawyers, Vets Yes
Public Service Announcements Yes
Pubs (local) Yes
Restaurants Yes
Private Schools, Yes
Tobacco companies No
Supermarkets, shops, stores Yes
Local Trades, i.e plumbers Yes
Transport Companies Yes
Travel Companies Yes
Unions Yes
Universities Yes
Insurance Yes
Caterers Yes
Film Trailers Yes
Music CD's Yes