Terms of Business

for Publishing Services

The following terms of business apply to all publishing services provided by cam to you. By purchasing such services from cam you agree to these terms of business.



Definitions

“Agreement” means the agreement between You and CAM, comprising these Terms together with the Specification and any Engagement Letter(s) you may approve;

“CAM” means Community Appeal Media Limited of 194 Church Road, Hove, East Sussex BN3 2DJ;

“Fees” means the fee or fees due for the provision of the Services as set out in any Engagement Letter(s);

“Engagement Letter” means the order form(s) or letter(s) approved by you requesting the Services;

“Services” means any and all services provided by CAM under these Terms as defined in the Specification and any Engagement Letter(s);

“Specification” means the criteria defined in the proposal document(s) referred to by any Engagement Letter(s);

“Terms” means these terms and conditions of business;
“You” means the person, firm or company who purchases Services from CAM and any of their or its employees, consultants and authorised agents.

Application of Terms
1.) These Terms together with the Specification and any Engagement Letter(s) represent the entire Agreement relating to the Services and supersede any arrangements previously agreed between You and CAM relating to the Services.

2.) No changes to these Terms or any other part of the Agreement shall be binding unless made with the prior written consent of a director of CAM.

Engagement

3.) Each Engagement Letter approved by you shall be deemed to be an offer by you to buy the Services from CAM subject to these Terms.

4.) CAM shall be under no obligation to deliver any Services in addition to those identified in this Agreement without the prior written consent of a director of CAM.

5.) Any instructions and information supplied by you to CAM in relation to the Services must be complete, accurate and clearly legible. CAM reserves the right to make a charge for any costs and any additional work incurred by CAM from any failure by you to comply with this provision and shall not be liable for any errors caused by such failure.

6.) No purported cancellation of any Engagement or part of an Engagement will be effective unless and until CAM gives written acknowledgement of such cancellation. CAM may, as a condition of such acknowledgement, or otherwise in accordance with clauses 25-26, impose such reasonable charge for cancellation as it shall consider appropriate including a charge for any costs and for any work incurred by CAM at the date the cancellation is acknowledged. This is to be charged at 10% of the cost of the advert.

7.) You acknowledge and agree that our Services commence upon your signing of any Engagement Letter(s) or upon our receipt of your continuing instructions in the absence of any signed Engagement Letter(s).

Payment

8.) Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we reserve the right forthwith and at our sole discretion to suspend the provision of the Services to You.

9.) Unless otherwise expressly specified in any Engagement Letter(s) any quotations given by CAM for CAM’s Fees are valid for a period of 30 days only from the date upon which they are given, after which time the quotation shall automatically expire.

10.) All Fees are shown exclusive of VAT or its equivalent and all other tax or duty which, if applicable, shall be payable by you in addition at the appropriate rate.

11.) CAM reserves the right to demand payment on account in advance of providing any Services and unless otherwise specified in any Engagement Letter(s) may invoice in respect of work completed, or to be carried out, before, during and after completion of such work, on such basis as CAM deems reasonable.

12.) Invoices are payable within 30 days of the date of the invoice without deduction or set-off. Unpaid invoices shall attract interest at a rate of 4% above the base rate of HSBC Bank PLC per annum without prior notice (such interest being payable both before and after any judgement may be obtained) and CAM reserves the right to suspend the Services until payment is made. Time for payment is of the essence.

13.) Where Services are provided prior to the relevant Fees being paid, CAM may retain the title in and ownership of all work completed on Your behalf unless and until payment is made, and if such Fees are overdue CAM may deal with such work as if the full legal and beneficial owner.

14.) All CAM invoices are factored by HSBC Invoice Finance Ltd

Intellectual Property Rights and other consents

15.) CAM retains ownership of all intellectual property rights in any coding, scripting, images, graphics, sound, music, text or other materials created by CAM as part of the Services, including all methodologies, know-how and processes used to do so (together, the “Materials”). On receiving full payment for the Services, CAM will grant to you a limited licence to use such Materials solely for the purpose for which they were created. The Materials may not be otherwise reproduced, transmitted or used without CAM’s prior written consent.

16.) You are solely responsible for obtaining all intellectual property rights clearances and/or other consents and authorisations necessary in respect of the Services and You warrant that CAM’s use of any information, images, graphics, sound, music, text or other materials which You supply to CAM under this Agreement (together, the “Objects”) shall not infringe on any third party’s intellectual property rights or be otherwise unlawful or illegal.

17.) On becoming aware of any dispute between You and any other individual or organisation regarding the Objects, CAM reserves the right, at its sole discretion and without notice or liability to You, to cease any further use of such Objects, including, without limitation, deleting or suspending them from its computer systems and/or to make appropriate representations or provide information to any relevant authority or interested party.

Liability

18.) CAM shall not be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure is due to circumstances beyond its reasonable control, including, without limitation, any act or omission by you or other events of force majeure. Any time deadlines set out in any Engagement Letter(s) or otherwise agreed are estimates only.

19.) All conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services, whether implied by law or otherwise, which are not expressly stated in this Agreement, are excluded to the fullest extent possible by law.

20.) CAM’s total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with this Agreement and the provision of the Services shall be limited to the amount paid by You in respect of the Services which are the subject of any such claim. In no event shall CAM be liable to You for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

21.) Nothing in this Agreement shall limit or exclude CAM’s liability for death or personal injury resulting from CAM’s negligence or any other liability the limitation or restriction of which is prohibited by law.

22.) The Services are provided by CAM for Your exclusive use. CAM does not accept any liability or obligation towards any third party or generally towards any person and the Contract (Rights of Third Parties) Act 1999 shall not apply to the relationship between You and CAM.

Indemnity

23.) You agree to indemnify and keep indemnified and hold CAM and our directors, employees and agents harmless from and against any claim brought against CAM resulting from the provision of the Services by CAM to You and/or your use of them, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by CAM in consequence of your breach or non-observance of this Agreement.

Confidentiality and publicity


24.) Both You and CAM undertake not to disclose to a third party any confidential information which You or CAM receives relating to the contents or performance of this Agreement or the other’s business in general and shall procure that each of its directors and employees shall not do so, except with the prior written consent of the other, as required by law, or to the extent to which that information is publicly available or already known to the receiving party at the date of receipt other than through any unauthorised disclosure by any person.

25.) Without prejudice to clause 23, CAM shall be entitled to mention your name as a client of CAM and the type(s) of Services which CAM provides in publicity and promotional material on and off-line without your prior consent unless You send notice in writing to CAM referencing this clause and requesting no publicity. Any request will only apply to publicity material to be prepared after such notice is given and CAM will be under no obligation to cease using material printed or published prior to such notice.

Termination

26.) We may terminate this Agreement forthwith if you fail to pay any sums due to CAM as they fall due or if, in our reasonable opinion, You do not have sufficient technical expertise to use the Services without excessive ongoing technical support.

27.) We may terminate this Agreement upon written notice if you breach any of these terms and conditions and you fail to correct the breach within thirty (30) days following written notice from CAM specifying the breach, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt.

Notices

28.) Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement 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 or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

Law

29.) This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its promotion) shall be governed by and construed in accordance with English Law.

30.) Each of the parties to this Agreement irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings and/or to settle any disputes which may arise out of or in connection with this Agreement and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.

Miscellaneous

31.) If any provision of this Agreement or part thereof shall be void for whatever reason, the offending words shall be deemed to be deleted and the remaining provisions shall continue in full force and effect.

32.) Your rights and obligations under this Agreement are personal to You and You undertake that You shall not nor purport to: assign, lease, charge, sub-licence, or otherwise transfer such rights and obligation in whole or in part.

33.) CAM reserves the right to sub-contract any of the work required to fulfil the Services and to assign this Agreement upon notice to you.

34.) Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts of causes beyond its reasonable control or from acts of God, acts or regulations of any governmental or supranational authority.

35.) Any delay or forbearance be either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

36.) Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.


Terms and conditions of acceptance for all advertisements and announcements

Community Appeal Media Limited (the “Publisher”) reserves the right, at our sole discretion and without giving any prior notice, to refuse to publish any advertisement or announcement or any part thereof for which an order has been accepted. Receipt of an order or an advertisement or an announcement at any of the Publisher’s offices shall not be deemed as acceptance of that order or advertisement or announcement or any part thereof.

The Publisher shall not be liable for any loss or damage arising from the total or partial failure (howsoever caused) of publication or distribution of any publication in which any advertisement or announcement is scheduled to appear.
In the event of any error, misprint, or omission in the printing of any advertisement or announcement the Publisher will either re-insert the advertisement or announcement or the relevant part of the advertisement or announcement as the case may be, or make a reasonable refund or adjustment to the cost. No re-insertion, refund or adjustment will be made where the error, misprint or omission does not materially detract from the advertisement or announcement. In no circumstances shall the total liability of the Publisher for any error misprint or omission exceed the amount of a full refund of any price paid to the Publisher for the particular advertisement or announcement in connection with which liability arose or the cost of a further or corrective advertisement of a type and standard reasonably comparable to that in connection with which the liability arose, whichever is the lesser amount.
he advertisement or announcement shall be legal, decent, honest and truthful, shall comply with the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority, with the requirement of the Trade Descriptions Act 1968, Fair Trading Act 1973, Sex Discrimination Act 1975 and 1986, Business Advertisements (Disclosure) Order 1977, the Consumer Credit (Advertisements) Regulations 1989, the Financial Services Act 1986, the Control of Misleading Advertising Regulations 1988, the Consumer Protection Act 1987 and the Code of Practice for Traders on price indications and the requirements of any other legislation that
may be applicable from time to time.

Copyright © 2004 Community Appeal Media Limited. All rights reserved.