WEB ADVERTISING AND LISTING AGREEMENT
Terms & Conditions
In this Agreement the following words and phrases shall have the following meanings unless the context otherwise requires:
“Advertising” means any directory listings, blog adverts, sponsored posts and bespoke advertising and packages supplied by the Customer for transmission by the internet from the Site that is placed on pages of Wow Our Wedding Ltd Site, customised links and sponsorship logo display;
“Agreement” means the agreement for the placing of Advertising on the Site;
“Customer” means the person(s), firm or company set out on the Registration Form;
“Fees” means the fees and charges payable by the Customer as set out on the Registration Form or specified by Wow Our Wedding Ltd from time to time;
“Site” means www.wowourwedding.co.uk or other website operated and maintained by or on behalf of Wow Our Wedding Ltd
“Promotion” means any promotion or promotional material supplied by a Customer for transmission on or by the internet from the Site;
“Term” means the period as specified in the Registration Form or otherwise expressly specified by Wow Our Wedding Ltd for which the Advertising is to be placed starting with the date of listing until terminated in accordance with this Agreement.
- The Services and Obligations
2.1 In consideration of the payment of the Fees, Wow Our Wedding Ltd agrees to list the Advertising for the Term in accordance with the Registration Form subject to the terms of this Agreement. Wow Our Wedding Ltd may also upload photos contained within the Advertising to any of Wow Our Wedding Ltd’s social media platforms. The Customer agrees that uploading of the Advertising on to the Site shall be deemed acceptance by the Customer of the Agreement.
2.2 The Customer undertakes and warrants to Wow Our Wedding Ltd that:
2.2.1 in relation to any Advertising, the Customer enters into the Agreement as a principal notwithstanding that the Customer may be acting directly or indirectly for the person whose products or services are being advertised by Wow Our Wedding Ltd;
2.2.2 the reproduction and/or publication of the Advertising by Wow Our Wedding Ltd as originally submitted or as amended pursuant to clause 3 will not breach any agreement or infringe or violate any copyright, trade mark, or any other personal or property of any person or render Wow Our Wedding Ltd liable to any proceedings whatsoever;
2.2.3 any information supplied by the Customer is accurate, complete and true in all respects;
2.2.4 in respect of any Advertising 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 Customer has obtained the authority of such living person to make use of such name, representation and/or copy;
2.2.5 the Advertising complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory regulatory authorities and any law or regulations of the European Economic Community) for the time being in force or which may be applicable in such jurisdiction as the Advertising shall be made available;
2.2.6 the Advertising is legal, decent, honest and truthful and complies with the rules of English national law and international codes and all other such relevant codes relating to advertising as may be appropriate; and particularly
2.2.7 the Advertising shall not contain any data, image or other material which:
(i) is offensive, obscene or indecent, or is capable of being resolved into obscene or indecent images or material;
(ii) is defamatory, sexist, threatening or racially, ethnically or otherwise objectionable;
(iii) is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person;
(iv) is designed to or is likely to cause disruption to any computer system or to any network;
(v) is illegal or is likely to induce an illegal act; and
2.2.8 it has authority to enter into and implement the Agreement.
2.3 The Customer shall provide the Advertising to Wow Our Wedding Ltd in the format expressly specified (if any) by Wow Our Wedding Ltd in the Registration Form (“the Required Format”). Wow Our Wedding Ltd may decline to accept Advertising content if it feels it is not of the required quality in which case the Fees for that particular Advertising will be refunded to the Customer provided it has not already been listed on the Site.
2.4 Where the Customer is an advertising agency, it warrants that it is authorised by its client to place the Advertising with Wow Our Wedding Ltd and the Customer will indemnify Wow Our Wedding Ltd against any claim made by the client against Wow Our Wedding Ltd arising from the publication of the Advertising Material.
2.5 Wow Our Wedding Ltd shall be entitled at any time without notifying the Customer to make changes to the Site which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which listings on the Site are provided.
2.6 Wow Our Wedding Ltd shall bear any and all costs of supplying, updating, owning and operating Wow Our Wedding Ltd Site. Wow Our Wedding Ltd shall use reasonable commercial efforts to maintain the availability of Wow Our Wedding Ltd Site twenty four (24) hours per day, seven (7) days per week, however there will be periods when the Site is unavailable due to maintenance or hosting related downtime.
- Acceptance of Advertising
3.1 Once the Advertising is uploaded by the Customer to the Customer portal area and the Fees paid, the Customer will receive an acknowledgement email. However, acceptance of the Advertising does not take place until it is listed on the Site. Wow Our Wedding Ltd has the right and sole discretion to decline to publish or to omit, suspend or change the position of any Advertising accepted by it.
3.3 Wow Our Wedding Ltd may, without derogation from the warranties and obligations set out in clause 2 above, refuse or require to be amended any artwork, materials or copy for or relating to an Advertising so as to comply with the legal or moral obligations placed upon Wow Our Wedding Ltd or the Customer or to avoid infringing a third party’s rights or any statutory or regulatory requirements.
3.4 Wow Our Wedding Ltd reserves the right at any time during the Term to remove the Advertising from Wow Our Wedding Ltd Site in the event that Wow Our Wedding Ltd considers the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of Wow Our Wedding Ltd and/or its business.
4.1 Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.
4.2 Wow Our Wedding Ltd accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertising and will not be liable for any loss of copy, artwork, photographs, data or other materials which the Customer supplies to it and the Customer shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require.
4.3 In no event shall Wow Our Wedding Ltd be liable to the Customer whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. “Consequential Loss” shall for these purposes mean (i) pure economic loss, (ii) losses incurred by any client of the Customer or other third party, (iii) loss of profits (whether categorised as direct or indirect), (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings, (vi) losses whether or not occurring in the normal course of business, wasted management or staff time, (vii) loss or corruption of data.
4.4 Subject to clauses 4.1, 4.2 and 4.3, Wow Our Wedding Ltd’s total liability (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed 100% of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to Wow Our Wedding Ltd during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.
- Payment Provisions
5.1 Wow Our Wedding Ltd will charge the Customer the Fees based on the payment structure agreed in the Registration Form. Payment is by way of subscription and will be collected automatically every anniversary of the subscription period chosen until this Agreement is terminated. In the event of termination by the Customer, the Advertising will continue to run for the period that has been paid for (unless the Customer wishes for it not to continue to run) and no refunds are permitted.
5.2 Additional fees may be charged by Wow Our Wedding Ltd for delivery of additional value added services such as tracker and trafficking fees. If applicable, these will be set out in the Registration Form and agreed in advance.
5.3 The Fees shall be payable in full by the methods listed on the Site prior to the Advertising being published or the Promotion being transmitted unless otherwise agreed by Wow Our Wedding Ltd.
5.5 All sums due in respect of the Fees are exclusive of Value Added Tax or other applicable sales tax, for which the Customer may be additionally liable. All sums due from the Customer which are not paid on the due date (without prejudice to Wow Our Wedding Ltd’s other rights under this Agreement) shall bear interest at the annual rate of 3% over the prevailing base rate of the Bank of England. Such interest shall accrue from the due date until payment is made in full.
5.6 Wow Our Wedding Ltd may increase the Fees or change the Advertising offerings on reasonable advance notice to the Customer. If the Customer does not agree to such changes, the Customer may cancel their subscription with effect from the end of their existing subscription period.
6 Intellectual Property
6.1 Except as provided in this Agreement, Wow Our Wedding Ltd retains all right, title and interest in and to the content of the Site, including without limitation copyrights, trademarks and other intellectual property rights.
6.2 The Customer retains all rights, title and interest in and to the Advertising, including without limitation copyrights, trademarks, database rights and other intellectual property rights.
6.3 Any ideas, concepts, know-how or techniques developed by Wow Our Wedding Ltd or obtained during the execution of the Services will be owned exclusively by Wow Our Wedding Ltd.
7 Customer Responsibility
7.1 It is the responsibility of the Customer to check the accuracy of the Advertising and, without prejudice to the provisions of clause 4, Wow Our Wedding Ltd assumes no responsibility for the repetition of an error in any Advertising.
7.2 For the purpose and duration of the Advertising the Customer grants to Wow Our Wedding Ltd a royalty-free, non-exclusive licence to use, publish and reproduce the Customer’s name, logo, trade marks and brands to the extent necessary to enable Wow Our Wedding Ltd to comply with its obligations under the Agreement.
8 Term and Termination
8.1 Subject to the provisions of clauses 3 and 7.2 the Advertising shall be included in Wow Our Wedding Ltd’s Site for the Term or as otherwise expressly agreed by Wow Our Wedding Ltd.
8.2 Wow Our Wedding Ltd may terminate this Agreement by notice in writing to the Customer in the event that:
8.2.1 the Customer fails to pay any amount to Wow Our Wedding Ltd due under this Agreement and does not make that payment within seven (7) days after receiving notice requiring the Customer to do so; or
8.2.2 the Customer fails to perform any of the obligations on its part to be observed or performed pursuant to this Agreement and such failure is not remedied by the Customer within fourteen (14) days after receipt by it of a notice in writing requiring the default to be remedied; or
8.2.3 any of the warranties or representations made by the Customer contained in this Agreement are false or inaccurate in any material way; or
8.2.4 the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of Wow Our Wedding Ltd.
8.3 Either party shall be entitled to terminate this Agreement immediately by notice in writing to the other if the other party shall:
8.3.1 commit any material breach of any of its obligations under this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within fourteen (14) days after receipt of a written request so to do;
8.3.2 pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
8.3.3 make any voluntary arrangement with its creditors or become subject to an administration order or an administrator is appointed in respect of that party or documents are filed with the court for the appointment of an administrator or notice is given of an intention to appoint an administrator by that party or its directors or by a qualifying floating charge holder as defined in paragraph 14, Schedule B1 to the Insolvency Act 1986;
8.3.4 have a receiver, encumbrancer, administrative receiver or similar official appointed;
8.3.5 cease or threaten to cease to carry on business; or
8.3.6 have any similar event occur under the law of any other relevant jurisdiction in respect of it.
The Customer undertakes to Wow Our Wedding Ltd that the Customer will, without prejudice to any other right of action which Wow Our Wedding Ltd may have, at all times keep Wow Our Wedding Ltd fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which Wow Our Wedding Ltd may suffer or incur as a result of any Advertising, the infringement of any intellectual property rights of any third party, or by reason of any breach or non-fulfilment of any of the Customer’s obligations in respect of the Agreement.
10 Data Protection
Each party undertakes to comply with its obligations under the Data Protection Act 1998.
11 Third parties
Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Services is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
12 Force Majeure
12.1 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.
12.2 “Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, ceasing to be entitled to access the internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
12.3 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.
13.1 This agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts or arrangements of any kind between the parties relating to its subject matter.
13.2 This agreement may be amended, superseded, or cancelled (or any of its terms and conditions waived) only by written instrument signed by or on behalf of the Customer and Wow Our Wedding Ltd, or in the case of waiver, of the party waiving compliance.
13.3 Each of the provisions contained in this agreement shall be construed as independent of every other such provision, so that if any provision of this agreement shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of this agreement, all of which other provisions shall remain in full force and effect.
13.4 This agreement and any non-contractual obligations arising in connection with it shall be governed by and construed in accordance with English law.
13.5 The English courts shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this agreement including disputes in connection with any non-contractual obligations.