DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following definitions apply.
The services, including any Advertising Services, to be provided by TeamRock to the Client as set out in the Order.AdvertisementAny advertisement that TeamRock shall make available to the public through any Media in accordance with the Contract.Advertising ServicesAdvertising services to be provided by TeamRock as specified in the Order. Business Day A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.Cancellation DateThe latest date when the client may cancel the Contract which shall be four (4) weeks from the commencement of the Period of Services for Advertisements delivered via non-print Media and three (3) months from the commencement of the Period of Services for Advertisements delivered via print Media, unless otherwise specified in the Order.ClientThe company, partnership, sole trader or individual who purchases the Advertising Services, and whose details are set out in the Order.ConditionsThese terms and conditions, as varied from time to time in accordance with paragraph 19.8 (General).ContractThe contract between TeamRock and the Client for the supply of Services incorporating the Conditions and the Order.CopyThe advertising copy or any other content or materials supplied by the Client to TeamRock (whether in the form of artwork, photographs, graphics, audio or visual material, illustrative material, articles, features or words) which either constitutes the Advertisement or may be used by TeamRock to create an Advertisement.CopyDeadline The time and date indicated on the Order or as otherwise specified by TeamRock, which shall be the latest date and time by which the Client must supply the Copy to TeamRock.Group CompanyAny subsidiary or subsidiary undertaking or holding company or parent undertaking of TeamRock and, if applicable, the Third Party and any subsidiary or subsidiary undertaking of that holding company or parent undertaking from time to time each as defined in section 1159 Companies Act 2006.ImpressionsThe number of times that an Advertisement is displayed to a visitor to a Website each month (or part thereof) during the Period of Services.Intellectual PropertyAny copyright and related rights, design right, registered design right, patent, rights to inventions, trade mark, brand, logo, domain name, rights in goodwill or to sue for passing off, database right or any similar right exercisable in any part of the world, whether registered or unregistered, including any application for registration of any of the foregoing and all similar or equivalent rights or forms of protection in any part of the world.MagazineThe magazine published by TeamRock and in respect of which TeamRock has agreed to perform the Advertising Services as specified in the Order.MediaThe medium through which TeamRock will make available the Advertisements, which may include a Magazine (including digital editions), Website, event, app, newsletter, social media or other medium as set out in the Order.Minimum PriceThe minimum price payable in respect of the Advertising Services, if applicable, as set out in the Order.OrderThe offer to provide the Services including the details of any booking, which is sent by TeamRock to the Client.Period of ServicesThe period comprising the Start Date and the End Date (as the same are specified in the Order) during which TeamRock agrees to perform the Services as specified in the Order.PriceThe price payable by the Client to TeamRock in respect of the Services as set out in the Order.PrincipalThe Client except where the Client is acting as agent for or on behalf of another person, in which case that other person shall be the Principal.ServicesThe services, including any Advertising Services, to be provided by TeamRock to the Client as set out in the Order.SpecificationThe specification to which the Copy or Advertisement (as applicable) must adhere, as specified in the Order.TeamRockTeam Rock Limited, a company incorporated and registered in Scotland with company number SC395795 and having its registered office at 191 West George Street, Glasgow, Lanarkshire G2 2LD.Third PartyAny party who has appointed TeamRock to provide services, including sell advertising, on the Third Party’s behalf.WebsiteThe website, as specified in the Order, which is either published by or on behalf of TeamRock or, if applicable, produced by the Third Party in relation to which TeamRock has agreed to perform the Services.
1.2 In these Conditions, the following rules apply:
- 1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- 1.2.2 a reference to a party includes its successors or permitted assigns;
- 1.2.3 a reference to a paragraph is to a paragraph of these Conditions;
- 1.2.4 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- 1.2.5 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- 1.2.6 a reference to writing or written includes faxes and e-mails.
- 2.1 The Contract is made between (1) TeamRock and (2) the Client and the Principal. If the Client is not the Principal, the Client shall be jointly and severally responsible and liable with the Principal for the obligations and liabilities of the Principal and references in these Conditions to the Client shall include the Principal.
- 2.2 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions. A binding contract relating to the Services will only be entered into by the parties on the date on which the Client confirms acceptance of the Order. If an Order relates to more than one Service, each Service shall be treated as a separate contract.
- 2.3 Any samples, drawings, descriptive matter or advertising issued by TeamRock, and any descriptions or illustrations contained in TeamRock's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- 2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.5 Any quotation given by TeamRock shall not constitute an offer, and is only valid for a period of twenty (20) Business Days from its date of issue.
- 2.6 Subject to paragraph 19.8 (General), no variation of these Conditions or any Order or Contract shall be binding unless agreed in writing and signed by an authorised representative on behalf of both parties.
2.7 TeamRock reserves the right, without liability, to cancel any Contract and/or omit any Advertisement if:
- 2.7.1 the Copy is not reasonably acceptable to TeamRock; or
- 2.7.2 the Copy is or may, in the reasonable opinion of TeamRock, be obscene, blasphemous, libellous, defamatory, indecent, inaccurate, misleading, inappropriate, in contravention of any applicable laws, rules, regulations, guidance or codes of practice or give rise to any claims or complaints from a third party; or
- 2.7.3 the Copy infringes or may infringe the intellectual property or proprietary rights of any person; or
- 2.7.4 the Client is in breach of these Conditions including, without limitation, paragraph 10 (Payment); or
- 2.7.5 the Copy does not comply with the Specification; or
- 2.7.6 the Media is suspended or ceases to be published or operated by TeamRock or the Third Party for any reason.
SUPPLY OF SERVICES
3.1 TeamRock shall supply the Services to the Client in accordance with any applicable Specification in all material respects provided that TeamRock shall not provide, and shall be under no obligation to provide, any Services that:
- 3.1.1 are not or would not be compliant with applicable law or regulation, including the Broadcasting Acts 1990 and 1996, the Communications Act 2003, the Ofcom Broadcasting Code, all Codes of Practice published by Ofcom and The UK Code of Broadcast Advertising and the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing issued by The Committee of Advertising Practice (as the same may be updated or replaced from time to time); or
3.1.2 are or would be illegal or involve, facilitate or encourage the committing of a criminal act or in breach of the terms of any applicable licence, authorisation consent or permission, including any radio licence.
- 3.2 TeamRock shall use its reasonable endeavours to meet any performance dates agreed in writing with the Client, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- 3.3 TeamRock shall have the right to make any changes to the Services which are necessary to comply with any applicable law or regulation or safety requirement, or which do not materially affect the nature or quality of the Services, and TeamRock shall notify the Client in any such event.
- 3.4 TeamRock shall provide the Services using reasonable care and skill.
- 4.1 The Client shall:
- 4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
- 4.1.2 co-operate with TeamRock in all matters relating to the Services;
- 4.1.3 provide TeamRock with such information and materials as TeamRock may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
- 4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
- 4.1.5 keep and maintain all materials, equipment, documents and other property of TeamRock (TeamRock Materials) at the Client's premises in safe custody at its own risk, maintain TeamRock Materials in good condition until returned to TeamRock, and not dispose of or use TeamRock Materials other than in accordance with TeamRock's written instructions or authorisation.
- 4.2 If TeamRock's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
- 4.2.1 TeamRock shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays TeamRock's performance of any of its obligations;
- 4.2.2 TeamRock shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from TeamRock's failure or delay to perform any of its obligations as set out in this paragraph 4.2; and
- 4.2.3 the Client shall reimburse TeamRock on written demand for any costs or losses sustained or incurred by TeamRock arising directly or indirectly from the Client Default.
- 4.1 The Client shall:
- 5.1 Performance of the Advertising Services is subject to the Copy not breaching paragraph 2.7 (Contract) and sufficient space or inventory being available in the Media during the Period of Services. TeamRock gives no warranty or guarantee in relation to space or inventory availability. Nothing in these Conditions or any Contract shall prevent or restrict TeamRock from redesigning or re-branding the Media.
5.2 TeamRock shall use its reasonable endeavours to perform any Advertising Services in accordance with the Order. Notwithstanding the generality of the foregoing, TeamRock reserves the right for any reason to:
- 5.2.1 move any Advertisement within the Media to a place which, in the reasonable opinion of TeamRock, is comparable to the original place agreed with the Client; or
- 5.2.2 display any Advertisement in a comparable medium to that Media stated in the Order; or
- 5.2.3 alter the Period of Services, provided that the revised Advertising Period is equivalent in length to that originally agreed with TeamRock, or that where a specific number of Impressions has been specified in the Order, an equivalent number of Impressions is generated over such altered Advertising Period; or
- 5.2.4 if for any reason TeamRock is unable to insert the Advertisement on any website set out in the Order, a website published by or on behalf of TeamRock which, in TeamRock’s reasonable opinion, is of comparable nature to that set out in the Order.
- 5.3 TeamRock may display any adverts for products or services which compete with those of the Client (Competing Advertisement). Without prejudice to the generality of the foregoing, TeamRock shall use its reasonable endeavours to procure that the Advertisement is not displayed immediately next to a Competing Advertisement where such competing products or services have been advised by the Client to TeamRock in writing.
- 5.4 TeamRock shall have the right in its sole discretion to adapt, amend, vary or edit Copy so as to ensure that it complies with paragraph 2.7 (Contract). Such right shall be without prejudice to any of TeamRock’s rights under these Conditions.
- 5.5 The Client must notify TeamRock immediately in writing of any inaccuracy with the Copy or Advertisement.
- 5.6 It is the responsibility of the Client to supply TeamRock with Copy before the Copy Deadline and the Client acknowledges that time is of the essence. If Advertising Services are not performed as a result of or in relation to the Client’s failure to deliver suitable Copy before the Copy Deadline, the Price remains payable in full in accordance with paragraph 10 (Payment).
ONLINE AND DIGITAL ADVERTISING
- 6.1 The Client acknowledges and agrees that TeamRock may use a third party to target the delivery of any Advertisement to those users of digital and online Media who meet certain criteria agreed between the Client and TeamRock and as such the Advertisement may not be displayed to all users of such Media.
- 6.2 The Client acknowledges and agrees that TeamRock may from time to time enter into deep linking arrangements with third parties, the effect of which may be to enable visitors to the Website to bypass pages displaying Advertisements. TeamRock shall incur no liability as a result of or in relation to such deep linking arrangements and shall be under no obligation to consult with or notify the Client of any such deep linking arrangements.
- 6.3 The Client shall ensure that Advertisements do not: (i) contain software or other material, data or information not owned or licensed to it; and/or (ii) damage, interfere with or disrupt access to the Media or do anything which may interrupt or impair its functionality.
- 6.5 If the Client fails to deliver suitable Copy by the Copy Deadline, TeamRock may, in its sole discretion, agree to display an Advertisement for the remainder of the Period of Services following receipt of the Copy in which case, unless otherwise agreed, the number of Impressions to be generated during the Period of Services, as specified in the Order, shall be pro-rated downwards equal to the number of days the Advert is not displayed on the Website as a result of such failure. In any case, the Price shall remain payable in full in accordance with paragraph 10 (Payment).
- 6.6 If the Client chooses to display an Advertisement which requires the services of a third party specialist, the Client shall be responsible for all costs and expenses associated with the same, unless expressly agreed to the contrary and stated on the Order.
- 7.1 The Client acknowledges that Advertisements shall appear in the print version of the Magazine only, not in any digital editions of the Magazine, unless set out in the Order or otherwise agreed in writing between the parties.
- 7.2 If the Client fails to deliver suitable Copy by the Copy Deadline, TeamRock, in its sole discretion, reserves the right not to publish the relevant Advertisement in the Magazine or to use copy from any other source. In any case, the Price shall remain payable in full in accordance with paragraph 10 (Payment).
- 8.1 The Client will give TeamRock clear written briefings in a timely manner and ensure that all information and materials which TeamRock requires in order to perform the Services are complete, accurate and supplied in accordance with the timescales and specifications (including as to format) reasonably specified by TeamRock from time to time. The Client shall co-operate and actively assist TeamRock, including responding to any requests and queries promptly. If the Client fails to deliver such information and materials by the timescales and in the form requested by TeamRock, TeamRock shall not be liable for any subsequent delay or errors relating to the provision of the Services.
- 8.2 To the extent that TeamRock is creating an Advertisement, or materials for use in an Advertisement, on behalf of the Client, after obtaining the Client’s approval of its proposal for the Advertisement, TeamRock shall, if requested by the Client, submit to the Client for its specific approval any copy, layouts, artwork, graphics, articles (as appropriate) and any other materials created and prepared by TeamRock in relation to the Advertisement (the Creative).
- 8.3 If the Client rejects the Creative, TeamRock shall make such amendments as are agreed between the parties and resubmit the amended Creative to the Client for approval, provided that the Client shall not request more than two sets of amendments. If the Client fails to respond to a request for approval of the Creative within the timescale required by TeamRock, the Client shall be deemed to have approved the Creative. The Client acknowledges that time is of the essence and that production deadlines may not be extended.
- 8.4 The Client’s approval of the Creative, if applicable, will be TeamRock’s authority to purchase production materials and prepare proofs. The Client’s approval of proofs, if applicable, will be TeamRock’s authority to publish the Advertisement in accordance with the provisions of the Contract, or such other terms as may be agreed in writing by the parties from time to time.
- 8.5 TeamRock will advise the Client of any changes in the estimated costs of items or any changes in plans, schedules or work in progress previously approved by the Client, including the cost of any third party specialist required in order to complete the Services. Any additional costs so advised to the Client will be deemed to be approved unless the Client specifically notifies TeamRock in writing that such additional costs are not approved within forty eight (48) hours of being so advised by TeamRock, and the Price shall be amended accordingly. If the parties are unable to reach agreement in relation to any such additional costs, TeamRock shall be entitled to cancel the Contract.
- 8.6 The Intellectual Property Rights in the Creative shall, as between the parties, vest in TeamRock unless otherwise agreed in writing in the Order. In consideration of the Price, TeamRock grants the Client a sole worldwide licence to use the Creative in the Advertisement in the Media only, unless otherwise agreed in writing between the parties.
- 8.7 The Client hereby grants TeamRock a non-exclusive licence to use the Client’s trade marks, logos and any other Intellectual Property Rights belonging to the Client for the purposes of producing the Creative and providing the Services in accordance with this Contract, and as otherwise agreed.
- 8.8 The Client may ask TeamRock to amend any or all plans, schedules or work in progress and TeamRock will take reasonable steps to comply with such request provided that TeamRock is able to do so within its contractual obligations to any third party and any relevant print and publication deadlines.
- 8.9 In the event of any cancellation or amendment referred to in paragraph 8.8, the Client will reimburse TeamRock for any charges or expenses incurred by TeamRock to which TeamRock is committed, or any charges imposed on TeamRock by third parties arising from the cancellation or amendment. The Client shall also pay TeamRock such proportion of the Price as may be applicable for any Services already performed by TeamRock prior to cancellation or amendment to the Services.
- 9.1 Any request to cancel the Contract will only be effective if received by TeamRock in writing before the Cancellation Date. Any requests to cancel the Contract received by TeamRock after that date will have no effect unless otherwise agreed in writing by an authorised representative on behalf of TeamRock.
- 9.2 Any Client who cancels part of a series booking will be charged at the rate set out on TeamRock’s rate card from time to time for the Services performed by TeamRock, and for any Services in respect of which the cancellation is received by TeamRock after the relevant Cancellation Date.
- 9.3 If the Media is suspended or ceases to be published by TeamRock, TeamRock shall use its reasonable efforts to inform the Client as soon as reasonably possible and shall be entitled to cancel the Contract or place the Advertisement on comparable Media at TeamRock’s sole discretion without any liability whatsoever to the Client. The Client shall remain liable for the Price due in respect of the Services performed during the Period of Services prior to the date on which the Advertisement ceases to be published on the Media.
- 10.1 In respect of online Advertisements, TeamRock shall be entitled to issue an invoice to the Client at the end of each calendar month in respect of the Services provided by TeamRock in that month. TeamRock shall use its commercially reasonable efforts to provide the Client with details of the Impressions generated in any Advertising Period or thirty (30) day period (as appropriate) (Impression Report).
- 10.2 The Client acknowledges and agrees that the Impression Report shall be the sole and definitive measurement of the number of Impressions generated in the period covered by the report and shall be binding on the parties, save in the case of manifest error. If the Client reasonably believes in good faith that the Impression Report contains a manifest error (which must be an inaccuracy of at least 10%), the Client shall notify TeamRock forthwith and the parties shall use reasonable endeavours to identify and correct the inaccuracy (if any) and agree in good faith the number of actual Impressions created during the period covered by the Impression Report. The Client shall pay TeamRock the Minimum Price in accordance with TeamRock’s standard payment terms, as amended from time to time, and following agreement of the number of Impressions, the Client shall pay TeamRock the balance of the amount due in relation to the agreed number of Impressions created in that period, plus Value Added Tax.
- 10.3 In respect of Advertisements published via any Medium, the Client shall pay TeamRock the invoiced amount within thirty (30) days from the date of an invoice, unless otherwise specified in the Order.
- 10.4 TeamRock shall, at any time, without prejudice to its other rights and remedies be entitled to specify to the Client alternative payment terms to those set out above. In particular, TeamRock shall be entitled to require payment in advance by the Client or payment earlier than provided for at paragraphs 10.1 or 10.3 if, amongst other things, the result of a credit check on the Client is unsatisfactory to TeamRock or the Client makes a late payment in breach of the provisions of this paragraph 10.
- 10.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by TeamRock to the Client, the Client shall, on receipt of a valid VAT invoice from TeamRock, pay to TeamRock such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- 10.6 Without limiting any other right or remedy of TeamRock, if the Client fails to pay sums due to TeamRock by the due date for payment, TeamRock reserves the right to suspend the provision of the Services and/or to charge interest on the overdue amount from the due date up to the date of actual payment after, as well as before, judgement at the rate under the late payment of Commercial Debts (Interest) Act 1998 as amended to accrue on a daily basis, compounded quarterly. The Client will be liable for all expenses (including legal expenses) incurred by TeamRock in collecting overdue amounts.
- 10.7 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against TeamRock in order to justify withholding payment of any such amount in whole or in part. TeamRock may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by TeamRock to the Client.
- 11.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This paragraph 11 shall survive termination of the Contract.
WARRANTIES AND INDEMNITY
12.1 The Client warrants, represents and undertakes to TeamRock and if applicable, the Third Party that:
- 12.1.1 it has the power, authority and capacity to enter into the Contract with TeamRock;
- 12.1.2 the Specification complies with all applicable laws, rules, regulations and codes;
- 12.1.3 the Copy will not be, and will not contain links to content that is obscene, blasphemous, libellous, defamatory, offensive, indecent, inaccurate or misleading as to price, promoting the use of illegal substances or illegal activities, pornographic, racist, spam mail, fraudulent, a pyramid scheme, contrary to public policy or related to investment opportunities or advice not permitted by law or in any other way and will not contravene any applicable laws, rules, regulations or advertising codes (including, without limitation, all codes of practice issued by the Advertising Standards Authority or the Committee of Advertising Practice) and will comply with the Specification;
- 12.1.4 the Client is the legal and beneficial owner of all intellectual property, privacy and proprietary rights in the Copy or it has the right to use and to permit TeamRock and if applicable, the Third Party to use and exploit the same in accordance with these Conditions and the Contract;
- 12.1.5 the use of Copy to create an Advertisement and the publication of an Advertisement in accordance with the Order does not and will not infringe the intellectual property, privacy or proprietary rights of any third party; and
- 12.1.6 it will comply with the terms of any contract for the sale of goods or services between the Client and persons who have responded to the Advertisement.
12.2 The Client shall indemnify TeamRock and, if applicable, the Third Party in full and on demand from and against any loss (including economic loss, loss of profit, loss of goodwill, loss of contracts, loss of business, loss of reputation and like loss), third party actions, causes of action, claims, demands, liabilities, costs, damage and expenses (including legal expenses incurred in enforcing this indemnity) suffered or incurred by TeamRock and, if applicable, the Third Party or any of their Group Companies or their respective employees, agents or subcontractors directly or indirectly as a result of or in relation to:
- 12.2.1 any act, default or omission (including negligence) of the Client or any of its employees, agents or subcontractors;
- 12.2.2 any breach of these Conditions or the Contract by the Client or any of its employees, agents or subcontractors; and/or
- 12.2.3 the reproduction, publication and/or display of any Advertisement via the Media in accordance with any Contract.
- 12.3 To the fully extent permitted by law, TeamRock excludes and makes no warranties of any kind, whether express or implied, statutory or otherwise, in relation to any Website, software, app, or any digital product, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, nor any implied warranty that the Website, software, app or digital product will meet any requirements of the Client or will be uninterrupted, timely, secure or error free, nor that defects will be corrected, nor that the Website, software, app or digital product or the server or other hardware or software that makes them available are free from viruses or bugs or are fully functional, accurate or reliable. In addition, TeamRock makes no warranties or representations in relation to the number of people which may be expected to visit the Website, download or otherwise utilise any software, app or digital product.
13.1 Although every effort is made to avoid errors, should they occur the Client acknowledges and accepts that TeamRock will not be liable to the Client for breach of Contract or in any other manner whatsoever where:
- 13.1.1 the error is due to inaccurate, incomplete or imprecise instructions from the Client; or
- 13.1.2 any Copy has only been submitted verbally to TeamRock; or
- 13.1.3 any Copy is not supplied until after the Copy Deadline and/or TeamRock has exercised its rights under paragraphs 2.4 (Contract) or 6.5 (Online and Digital Advertising); or
- 13.1.4 the error concerns the colour reproduction of the Advertisement and the Client has failed to supply a colour proof with the Copy in a form which is reasonably satisfactory to TeamRock,
- AND in such circumstances, the Client remains liable in full for the Price.
- 13.2 If TeamRock is liable to the Client pursuant to these Conditions for an error of TeamRock, TeamRock shall (unless otherwise agreed in writing) either re-perform the Advertising Services in such manner and during such period as may be agreed between the parties or, if applicable, reimburse a percentage of the Price equal to the percentage loss of response which can, in TeamRock’s reasonable opinion, be attributed to that error. For the avoidance of doubt, TeamRock’s liability to the Client for such error shall be limited in accordance with paragraph 14.2.
14.1 Nothing in these Conditions shall limit or exclude TeamRock's liability for:
- 14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- 14.1.2 fraud or fraudulent misrepresentation; or
- 14.1.3 such other liability that may not be limited or excluded by applicable law.
14.2 Subject to paragraph 14.1:
14.2.1 TeamRock shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- 18.104.22.168 any economic loss, loss of profit, loss of revenue, loss of contracts, loss of business, loss of goodwill, or loss of reputation (whether of a direct or indirect nature); or
- 22.214.171.124 any indirect, special or consequential loss arising under or in connection with the Contract; and
- 14.2.2 TeamRock's total liability to the Client in respect of all other losses arising under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Client to TeamRock under that Contract.
15.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
- 15.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing of the breach; or
- 15.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
- 15.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
- 15.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
- 15.1.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days; or
- 15.1.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); or
- 15.1.7 a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; or
- 15.1.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
- 15.1.9 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraph 15.1.2 to paragraph 15.1.8 (inclusive); or
- 15.1.10 the other party suspends or ceases to carry on all or a substantial part of its business.
- 15.2 Without limiting its other rights or remedies, TeamRock may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
CONSEQUENCES OF TERMINATION
16.1 On termination of the Contract for any reason:
- 16.1.1 TeamRock shall immediately cease to be under any obligation to provide any Services;
- 16.1.2 the Client shall immediately pay to TeamRock all of TeamRock's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, TeamRock shall submit an invoice, which shall be payable by the Client immediately on receipt;
- 16.1.3 the Client shall return all of TeamRock Materials. If the Client fails to do so, then TeamRock may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
- 16.1.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- 16.1.5 paragraphs which expressly or by implication have effect after termination shall continue in full force and effect.
- 17.1 TeamRock shall be under no liability whatsoever to the Client or any other person if it is delayed in complying or unable to comply with the terms of these Conditions or any Contract for any reason beyond its reasonable control including any Act of God, war, riot, civil commotion. malicious damage, terrorism, fire, flood, storm, compliance with any law or government order, rule, regulation or direction, accident, failure of the internet, failure of power supply, breakdown of plant or machinery, shortage or labour or supplies, strike or any action taken by employees, agents, sub-contractors or otherwise.
- 17.2 If the event referred to in paragraph 17.1 prevents TeamRock from providing any of the Services for more than four (4) weeks, TeamRock shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Client.
- 18.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
- 18.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
- 18.3 This paragraph 18 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this paragraph, "writing" shall not include e-mails and notice given under this Contract shall not be validly served if sent by e-mail.
- 19.1 Each Contract shall be governed by these Conditions (together with the Order), which represent the entire agreement between the parties in relation to the subject matter and supersede all prior agreements and understandings between the parties. The Client acknowledges that it has not relied on any statement, promises or representation made or given by or on behalf of TeamRock which is not set out in the Contract. In the event of any conflict between these Conditions and any terms or conditions incorporated in any form of offer, quotation or other correspondence or documentation submitted by the Client, these Conditions shall prevail.
- 19.2 The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect the continuing validity, legality and enforceability of the remainder of these Conditions.
- 19.3 Nothing in these Conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party the agent or employee of the other 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.
- 19.4 The Client shall not be entitled to assign the Contract without the prior written consent of TeamRock. TeamRock shall be entitled to sub-contract or delegate the whole or any part of its obligations and to assign all or any of its rights under the Contract.
- 19.5 The rights and remedies provided in these Conditions are cumulative and not exclusive or any rights or remedies otherwise provided by law.
- 19.6 A waiver of any right under the Contract by TeamRock is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. A failure or delay by TeamRock to exercising any right or remedy under the Contract shall not constitute a waiver of such rights or remedy. No single or partial exercise of such right or remedy by TeamRock shall preclude or restrict the further exercise of that or any other right or remedy.
- 19.7 Confirmation of the Client’s acceptance of these Conditions shall be deemed valid acceptance of the terms of the Contract.
- 19.8 Any variation to the terms of these Conditions or Contract shall be agreed in writing between the parties, save that the parties specifically agree that a variation to terms set out in the Order may be agreed by both parties by email.
- 19.9 A person who is not a party to the Contract shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions, provided that the Third Party shall be entitled to enforce paragraph 12.2 (Warranties and Indemnity).
- 19.10 TeamRock shall be entitled to include the Copy and/or any other materials supplied to or created by TeamRock in connection with an Advertisement in any of its marketing or promotional materials.
- 19.11 In so far as TeamRock is processing any personal data on behalf of the Client, TeamRock shall, in its role as data processor, act on the instructions of the Client and shall take appropriate technical and organisational measures against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to such personal data (as those terms are defined in the Data Protection Act 1998).
GOVERNING LAW AND JURISDICTION
- 20.1 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales save that TeamRock reserves the right to take action against the Client in any other jurisdiction.
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