Terms and Conditions
This agreement starts on the Contract Start Date set out in the Term Sheet and continues indefinitely.
Either you or we may cancel the agreement (effective on or after the end of the Minimum Term).
The 12-month period commencing on the Contract Start Date and ending on the first anniversary thereafter, unless the Description of Advertising identifies the Term to be less than 12 months.
We agree to display Your Material on the T3 Site from such date as the parties may agree and in certain printed or e-publications used to promote T3’s services (“the Services”). The specific page and positioning of Your Material will be at our discretion and may change from time to time. In return for the Services you agree to offer Your Material to our users or such other terms as the parties may agree and promptly pay the Fees and or Commissions shown in the Term Sheet. Once you have been promoted on the T3 site and during the Term you will be able to upload any offers or changes to your advert.
You agree to prepare and provide us, in the template we provide for this purpose, with copies of the information you wish us to publish about your business (“Your Material”). You warrant and undertake to us on a continuing basis that Your Material:
We may at our discretion delay but we will make all reasonable efforts to publish Your Material as soon as is reasonably practical after payment of the Fees and or Commissions.
If you submit Your Material to us late or in an improper form or request late changes to Your Material we may delay publication.
You agree you are wholly responsible for Your Material and will indemnify us on demand from and against all losses, liabilities and costs relating to the publication of Your Material or otherwise relating to your goods or services except to the extent that the same would not have arisen but for our breach of this agreement or our negligence.
You warrant and undertake to us on a continuing basis that:
We (or any representative appointed by us) may audit your records relevant to the calculation of the T3 Commissions, if applicable, shown in the Term Sheet at any time during normal business hours and upon the giving of 5 working days notice. The costs of the audit shall be borne by us unless the audit shall reveal a shortfall in excess of 10% over a period of three months and, in this event, the costs of the audit shall be paid by you.
We acknowledge that all IPR subsisting in Your Material remains your property. You give us permission to publish Your Material pursuant to the Services. You acknowledge that if Your Material is published on our website visitors may download, copy or reproduce Your Material and you agree that we shall not be liable to you by reason only that such actions may be unauthorised by you.
You acknowledge that all IPR subsisting in our website, software and published materials (other than Your Material) is our property or that of our licensors. You have no right to use any of our IPR other than to use the T3 trade mark and weblink on your web-site or on Your Material with our prior written approval (which we may give or withhold in our discretion).
You will not use our name or suggest in any way any endorsement by us save as we expressly agree in writing.
We shall assume no liability whatsoever in respect of your goods and services provided to Introduced Customers pursuant to the terms of this agreement and you shall assume full responsibility therefore. Accordingly you shall indemnify us against any loss, liability, damage to, or actions and or claims against us to the extent that any such loss, liability, damage, actions and or claims arise directly or indirectly from any act omission or negligence of you or its employees, agents or sub-contractors in the performance or non-performance of your obligations under this agreement or associated in any way with the Service.
Either party may cancel this agreement at any time upon written notice to the other if the other becomes insolvent or breaks this agreement in a way which has serious consequences (and fails to remedy the breach within 14 days of receipt of written notice).
Upon cancellation of this agreement for whatever reason all Your Material will be removed from our web-sites and all links from our web-site to your web-site will be removed.
Neither you nor we will be liable to the other for any delay or failure to perform any obligation under this agreement which is due to a force majeure.
We (or our appointed representatives) and you will review the Services, the Commissions and the operation of this agreement at the end of the Minimum Term and we will both use reasonable efforts to maximise the benefits to you and Introduced Customers.
We and you will co-operate to try to agree and promote special offers and benefits for Introduced Customers.
Both we and you undertake to each other to hold confidential all information which is proprietary or confidential to the other party and will not disclose that information to any person except the employees or agents of the party who need to know the same in order to perform their duties. However, a party may disclose information which is proprietary or confidential to the other party if so required by law, regulation, code of practice or stock exchange or if reasonably necessary for due diligence purposes (provided the disclosure is subject to an obligation of confidence at least as stringent as this provision). This obligation will not apply to information which has entered the public domain or which a party can prove that it has independently and lawfully acquired.
This agreement (including the Term Sheet and Service Level Agreement) may only be varied by a document in writing signed by each of the parties.
Each party to this agreement acknowledges that it is acting on its own behalf and not as an agent, representative, or employee of the other.
Nothing in this agreement and no action taken by the parties under this agreement shall constitute, or be deemed to constitute, the parties, a partnership, association, joint venture or other co-operative entity.
This agreement (together with the Term Sheet) constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations and discussions whether oral or written between the parties, (but nothing in this clause shall be construed as excluding or limiting liability based upon fraudulent misrepresentation).
Any communication given under or in connection with this agreement shall be in writing and shall be delivered personally or sent by pre-paid first class post (air mail if posted to or from a place outside the United Kingdom) to the address of each party stated above.
No forbearance, delay or indulgence by either party in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights in relation to any breach of this agreement operate as a waiver of a subsequent breach.
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 formation) shall be governed by and construed in accordance with English law.
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.
In this agreement, “IPR” means patents, rights in designs, trade marks, trading, business or domain names and e-mail addresses, copyrights (including any such rights in typographical arrangements, Web Sites or software) whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, rights in inventions, know-how, trade secrets and other confidential information, rights in databases and all other Intellectual Property Rights of a similar or corresponding character which subsist now or in the future in any part of the world;
In this agreement unless the context otherwise requires reference to:-
The headings in this agreement are inserted for convenience only and are to be ignored for the purposes of its interpretation.