Terms and Conditions:
2. Print Advertising and Online Advertising
1.1. These conditions shall apply to orders and agreements with Web Windows Marketing Limited either for print or online advertising or for any other service agreed. Any other proposed condition shall be void unless incorporated clearly in writing, on a Sales Order and specifically accepted by Web Windows Marketing Limited. For your protection, calls to and from the Web Windows Marketing Limited may be recorded. The contract which incorporates these conditions shall be constructed under, and governed by, the law of England, and the parties hereby irrevocably agree that the courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of, or in relation to, this contract or breach thereof. In the case of any dispute, clients are requested to follow the complaints procedure as detailed herein.
1.2. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Web Windows Marketing Limited for inclusion on their website or in advertising are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Web Windows Marketing Limited, and its subcontractors, from any liability, or suit, arising from the use of such elements.
1.3. Advertisers’ property is held at Owner’s risk and should be insured by them against loss or damage from whatever cause. Web Windows Marketing Limited reserves the right to destroy all property which has been in his custody for over 12 months.
1.4. In the event the client continues to make further payments to Web Windows Marketing Limited post cancellation of any agreement, the client agrees that Web Windows Marketing Limited is not obliged to issue refunds. It is the Clients responsibility to stop further payments.
1.5. Web Windows Marketing Limited reserves the right to charge overdue accounts at the rate of 5% per month for each calendar month outstanding.
1.6. Refund Policy:
In exceptional circumstances a refund maybe granted at the discretion of Web Windows Marketing Limited’s management.
1.7. Continuation of Agreement:
Should Web Windows Marketing Limited Ltd. be declared insolvent, or convenes a meeting of, or makes or proposes to make, any arrangement or composition with its creditors, or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets, then this Agreement shall remain in force.
1.8. Intellectual Property Right:
All Intellectual Property Rights produced from, or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Web Windows Marketing Limited Ltd, and the Client shall do all that is reasonably necessary to ensure that such rights vest in Web Windows Marketing Limited Ltd. by the execution of appropriate instruments or the making of agreements with third parties.
1.9. Force Majeure:
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including, but not limited to, acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
1.10. Data Protection:
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.
1.11. Independent Contractors:
Web Windows Marketing Limited Ltd. and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party, or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Web Windows Marketing Limited Ltd. may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Web Windows Marketing Limited Ltd. of its obligations under this Agreement.
1.12a. The Client shall not be entitled to assign its rights, or obligations, or delegate its duties under this Agreement without the prior written consent (which shall not be unreasonably withheld or delayed) of Web Windows Marketing Limited Ltd.
1.12b. Web Windows Marketing Limited Ltd may at its discretion assign its rights in the Agreement to a willing third party (which shall include, but not be limited to a Group Company, Administrative Receiver or Liquidator) should it so desire. Notice of the Assignment will be provided to the Client.
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.
The failure by either party to enforce at any time, or for any period, any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
1.16. Entire Agreement:
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
1.17. No Third Parties:
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
1.18. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
1.19. Suspension and Cancelation of Services:
1.19a. Web Windows Marketing Limited Ltd hold the rights to cancel and suspend any services/agreements if the client is not responding to any notices or providing the relevant information set out in the service specification and terms listed here. There has to be a level of commitment from the client’s behalf in order for Web Windows Marketing Limited Ltd. to provide a full service. If the client fails to provide the relevant information for their package(s) after 3 months from the agreement date, Web Windows Marketing Limited Ltd hold the right to suspend or cancel any services the client has with Web Windows Marketing Limited Ltd. If the client wishes to un-suspend their account they will be liable to pay an additional fees
1.19b. Web Windows Marketing Limited Ltd may choose to cancel any service at the end of the subscription term of the relevant service. Web Windows Marketing Limited Ltd. is not required to provide a reason for such an action.
1.19c. Clients understand and agree that all services are supplied on a subscription basis only. Cancellation of the subscription by either party will result in loss of all services including any data stored by Web Windows Marketing Ltd. Clients will not be able to retain any aspect of the service elements provided in part or in whole once cancelled by either party.
1.20a. The client shall indemnify Web Windows Marketing Limited Ltd. against all claims, costs and expenses which Web Windows Marketing Limited Ltd. may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Web Windows Marketing Limited Ltd. alleging that any services provided by Web Windows Marketing Limited Ltd. in accordance with the Service Specification infringes a patent, copyright, or trade secret’ or other similar right of a third party.
1.21a. Web Windows Marketing Limited Ltd. warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
1.22. Limitation of Liability:
1.22a. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Web Windows Marketing Limited Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
1.22b. In no event shall Web Windows Marketing Limited Ltd be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Web Windows Marketing Limited Ltd had been made aware of the possibility of the Client incurring such a loss.
1.22c. Nothing in these Terms and Conditions shall exclude or limit Web Windows Marketing Limited’s Ltd liability for death or personal injury resulting from Web Windows Marketing Limited Ltd.’s negligence or that of its employees, agents or sub-contractors.
2. Print Advertising
2.1. All advertisements are accepted subject to Web Windows Marketing Limited’s approval of the copy or that of the media owner concerned. All advertising is subject to availability.
2.2. Web Windows Marketing Limited reserves the right to omit, or suspend, an advertisement at any time for good reason, in which case no claim on the part of the Advertiser for damages or breach of contract shall arise. Should such omission or suspension be due to the act or default of the Advertiser, or his servants, or agents, then the space reserved for the advertisement shall be paid for in full notwithstanding that the advertisement has not appeared. Such omission or suspension shall be notified to the Advertiser as soon as possible.
2.3. If Web Windows Marketing Limited considers it necessary to modify the advertisement copy, or alter the date or position of insertion, or make any other alteration, the Advertiser may not necessarily have the right to cancel if the alterations requested are not acceptable, particularly when such changes are due to an emergency or circumstances beyond Web Windows Marketing Limited’s control. Every care is taken to avoid mistakes but Web Windows Marketing Limited cannot accept liability for any errors due to third parties, subcontractors or inaccurate copy instructions.
2.4. The Advertiser undertakes that his advertisement does not contravene any domestic legal requirements he/she may have.
2.5. In the case of print advertising, when Web Windows Marketing Limited is unable to supply an advertiser with an actual copy of a magazine, an electronic version in the form of a PDF file will be supplied on request.
2.6. Web Windows reserves the right to provide alternative advertising media as a result of third party action.
2.7. The Advertiser will indemnify Web Windows Marketing Limited in respect of any claim made against the Web Windows Marketing Limited arising from the advertisement. Web Windows Marketing Limited will consult with the Advertiser as to the way in which such claims are to be handled.
2.8. Advertisement rates are subject to revision at any time and orders are accepted on condition that the price binds Web Windows Marketing Limited only in respect of the next issue to go to press. In the event of a rate increase, the Advertiser will have the option to cancel the order without surcharge or continue the order at the revised advertisement rates.
2.9. If an Advertiser cancels the balance of a contract, except in the circumstances set out in Clause 5 or 8 above, he/she relinquishes any right to the series discount to which he/she was previously entitled and advertisements will be paid for at the appropriate rate.
2.10. Web Windows Marketing Limited cannot accept responsibility for the quality of reproduction if the artwork has been generated from an on line supply. We recommend a minimum font size of six for all publications.
2.11. At least 12 weeks’ notice prior to publication is required to stop or suspend an insertion. Notice of intention to cancel your insertion(s) must be forwarded to Web Windows Marketing Limited by registered post/courier to the following address: The Production Department: Web Windows Marketing Limited, 1 Minerva Business Park, Lynch Wood, Peterborough PE2 6FT. NB. CANCELLATION BY ANY OTHER METHOD WILL NOT BE ACCEPTED.
1.12. A penalty charge of 30% of the total order value will be levied on all cancelled orders.
2.13. When an advertisement has been booked and the Advertiser has not supplied copy by the necessary deadline and no existing copy is already held, Web Windows Marketing Limited reserves the right to print advertising copy that it deems appropriate for the space allocated. Web Windows Marketing Limited will invoice the Advertiser for the whole cost of the advertisement and the amount is payable on due date.
2.14. If copy instructions are not received by agreed ‘copy date’ no guarantee is given that proofs will be supplied nor corrections made and Web Windows Marketing Limited reserves the right to use the most appropriate copy.
2.15. Web Windows Marketing Limited reserves the right to upgrade or alter the size of an advertisement without the prior consent of the Advertiser. In such circumstances a proof may not be supplied.
2.16. In the event of any disagreement regarding the number of impressions or visitors served, the online Advertiser agrees that the figures provided by Adform are final and binding.
2.17. All online advertising is booked ‘run-of-site’ unless otherwise stated. This may mean that the Advertiser runs the risk of not being able to locate their advertisement. This is also the case for advertising booked “run-of-network.” When possible Web Windows Marketing Limited will provide a screenshot of the booked advertisement but this is not a condition of payment.
2.18. All calculator tools displayed on the website display estimated traffic based on past performance and are not intended as a guarantee for future advertising performance.
2.19. In a situation when a guaranteed number of impressions, or clicks, are included as a condition of the sale and the number of impressions is less than that guarantee, Web Windows Marketing Limited shall continue to serve the Advertisements after the end of the campaign period until the number of booked impressions is reached.
2.20. If a problem is identified with the campaign’s performance the client must make this known at the earliest possible opportunity.