Terms and Conditions of Business
1.1 In these Conditions:
“Advertiser” means the person, firm or company named in this agreement for whom Leaflet Delivery UK has agreed to provide the services of advertising by direct mail; “Leaflet Delivery UK” means Leaflet Delivery UK, part of U-Save Limited.
1.2 The headings in these Conditions are intended for reference only and shall not affect their construction.
2 Application of Term
2.1 All orders will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Advertiser purports to apply). Any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a director or other authorised representative of Leaflet Delivery UK Head Office.
3 Intellectual property and artwork
3.1 The Advertiser warrants to Leaflet Delivery UK that it has obtained any necessary third party licences to reproduce its advertisements and that the advertisements and their publication and
distribution by Leaflet Delivery UK will not infringe the trade marks or copyright or other intellectual property rights of any third party.
3.2 Copyright and design right in any artwork, designs or lay-out created by or on behalf of Leaflet Delivery UK shall remain vested in or shall vest in Leaflet Delivery UK (or its licensor).
3.3 All artwork provided to Leaflet Delivery UK is done so at the Advertiser’s risk, and it is the Advertiser’s responsibility to keep copies of any valuable material and to properly insure it against loss and damage. Leaflet Delivery UK accepts no liability for loss or damage to any material given into its care or possession, even where such loss or damage results from Leaflet Delivery UK’s negligence.
4 Warranties and Indemnities by the Advertiser
4.1 The Advertiser warrants that the content of its advertisements will comply with all legislation, regulations and codes of practice of any competent authority or body relating to advertising standards.
4.2 The Advertiser shall be solely responsible for fulfilling its obligations under any offers contained in any of its advertisements.
4.3 The Advertiser shall indemnify Leaflet Delivery UK against all damages, losses, costs, expenses and claims made against or incurred or suffered by Leaflet Delivery UK as a result, directly or
indirectly, of any of the following:
(a) any breach by the Advertiser of the warranty in Condition 3.1 or any alleged infringement of any of the rights referred to in Condition 3.1;
(b) any breach by the Advertiser of the warranty in Condition 4.1;
(c) the content of any of the Advertiser’s advertisements causing offence to any person or being allegedly false, misleading, defamatory or deceptive;
(d) any failure or delay by the Advertiser in supplying the artwork necessary for the advertisements; or
(e) any breach by the Advertiser of any of its other obligations under these Conditions.
5 Sign-off and acceptance of orders
5.1 By signing the proof provided, the Advertiser agrees that it has checked and approved the advertisement and acknowledges that Leaflet Delivery UK may not be able to incorporate any changes subsequently requested, although Leaflet Delivery UK will make every reasonable effort to do so.
5.2 Leaflet Delivery UK reserves the right to refuse to publish any advertisement if it believes that publication of the advertisement may entitle Leaflet Delivery UK to claim under the indemnity in Condition 4.3 (a), (b) or (c) even if the advertisement has been accepted or previously published.
5.3 The deadline for signing off artwork is specified on the order form. Where it is not specified on the order form, it can be provided to the advertiser at his reasonable request. It is the advertiser’s responsibility to know when the sign-off and payment deadlines are and to adhere to them. In the event that the advertiser has not signed off the artwork by 3pm on the deadline day, the advertiser has breached the terms of this agreement and their advert will not be delivered.
6 Pricing and payment
6.1 It is agreed that the advertiser will pay Leaflet Delivery UK (or its franchisee representative), a non-refundable deposit at the time of signing the order form.
6.2 All orders must be paid for in full by the time the final proof is signed off and with the Royal Mail order.
6.3 If for any reason payment has not been received in full in accordance with Condition 6.2, Leaflet Delivery UK shall not be obliged to deliver the Advertiser’s advertisements for that order, and the Advertiser shall indemnify Leaflet Delivery UK against any costs incurred in connection with that order not being fulfilled.
7 Delivery of advertisements
7.1 Leaflet Delivery UK will endeavour to deliver the Advertiser’s advertisements to the households designated in this agreement, but the Advertiser acknowledges that Leaflet Delivery UK cannot guarantee 100% coverage of such households.
7.2 Leaflet Delivery UK reserves the right to suspend or cancel this agreement in whole or in part (without liability to the Advertiser) if it is prevented from or delayed in the carrying on of its business or its obligations under this agreement due to circumstances beyond the reasonable control of Leaflet Delivery UK including, without limitation, war, rebellion, civil commotion, riots, sabotage, strikes, lock-outs and industrial disputes, fire, explosion, earthquake, acts of God, storm, flood, drought, or bad weather, failure of power supplies or transport facilities, act or order by any Government department, council or other constituted body, inability to procure materials, or default of its suppliers or sub-contractors, provided that Leaflet Delivery UK gives written notice to the Advertiser as soon as is practicable after becoming aware of such circumstance.
7.3 Without prejudice to the generality of Condition 7.2, Leaflet Delivery UK shall not be liable in any way for any loss or expense incurred by the Advertiser due to late or non-delivery of items placed in the hands of the Royal Mail or any other carrier.
7.4 Leaflet Delivery UK shall not be liable for any delayed or non-delivery resulting from any failure or delay by the Advertiser in supplying the artwork or print necessary for the advertisements or any other breach by the Advertiser of these Conditions.
8 Limitation of Liability
8.1 Leaflet Delivery UK accepts no responsibility for errors, misprints or omissions.
8.2 Leaflet Delivery UK shall not be liable to the Advertiser for any indirect or consequential loss (whether for loss of profits, loss of business, depletion of goodwill or otherwise), costs, damages, charges or expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
8.3 The entire liability of Leaflet Delivery UK (including liability in contract, negligence, breach of statutory duty, misrepresentation or otherwise) under this agreement shall not exceed a full refund of any price paid for the advertisements/delivery in respect of which such liability arose, and Leaflet Delivery UK may in its discretion, either instead of or in addition to a whole or partial refund, provide a further corrective advertisement free of charge.
8.4 Nothing in these Conditions shall exclude or limit the liability of Leaflet Delivery UK for fraudulent misrepresentation or for death or personal injury caused by the negligence of Leaflet Delivery UK.
9.1 Either party may cancel this agreement by giving to the other at least 7 days’ notice in writing, provided that the deadline for payment has not expired.
9.2 Pre-payment is required in all cases under this agreement where a contract has been undertaken. No refund will be given once payment has been made.
9.3 Any deposit paid by the Advertiser shall be non-refundable in the event of termination.
9.4 Termination of this agreement for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach.
9.5 Upon termination of this agreement, any outstanding sums due to Leaflet Delivery UK shall become immediately due and payable.
10.1 The Advertiser agrees that Leaflet Delivery UK may reproduce the Advertiser’s advertisements (or any of them) and use them in any promotional material for the purposes of promoting the business of Leaflet Delivery UK, and the Advertiser shall obtain any necessary third party consents so that any such use does not infringe the copyright, trade marks or any other intellectual property rights of any third party.
11 Data Protection
11.1 The Advertiser consents to Leaflet Delivery UK disclosing the Advertiser’s name and other details to any relevant authority if required to do so.
12 Assignment and Sub-contracting
12.1 The Advertiser shall not be entitled to assign this agreement or any part of it without the prior consent of Leaflet Delivery UK head office, in writing.
12.2 Leaflet Delivery UK may assign or sub-contract the whole or any part of this agreement to any person.
13 Rights of Third Parties
13.1 It is not intended that a third party should have the right to enforce any term of this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.1 None of the provisions of this agreement shall be deemed to constitute a partnership between the parties and neither of them shall have any authority to bind the other in any way.
14.2 Any waiver by Leaflet Delivery UK of any breach of, or any default under, any provision of this agreement by the Advertiser will only be effective if made in writing and will not be deemed a waiver of
any subsequent breach or default and will in no way affect the other terms of this agreement.
14.3 If any of the provisions of these Conditions is found by a court or other competent authority to be void or unenforceable such provisions shall be deemed to be deleted from these Conditions and the
remaining provisions of this agreement shall continue in full force and effect. Notwithstanding the foregoing the parties to this agreement shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.
14.4 This agreement constitutes the entire arrangement and understanding between the parties in connection with the supply of Leaflet Delivery UK’s services and shall supersede and replace all
documentation and representations previously issued by Leaflet Delivery UK purporting to set out its terms and conditions of the supply of the services.
15 Governing Law
15.1 This agreement shall in all respects be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.