In this document the following words shall have the following meanings:
1.1 “Buyer” means the organization or person who buys Goods from the Seller;
1.2 “Goods” means the digital advertising products and related digital marketing services to be created by the supplier and supplied to the Buyer by the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 “Seller” means Technology Online Group Ltd., 1010 Cambourne Business Park, Cambridge, CB23 6DP.
2.1 These Terms and Conditions shall apply to all contracts for the sale and supply of Goods by the Seller to the Buyer to the exclusion of any and all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs.
3.2 Payment of the price and any applicable VAT and any other applicable costs shall be due within 14 days of the date of receipt by the Buyer of the invoice for the Goods supplied by the Seller.
3.3 The Seller shall be entitled to charge interest on overdue invoices for the period from the date when payment becomes due until the date of payment at a rate of 2% per annum above the base rate of the Bank of England.
3.4 If payment of the price or any part thereof is not made by the due date specified above, the Seller shall be entitled to:
3.4.1 require payment in advance of delivery or provision in relation to any Goods not previously delivered or supplied;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 immediately cease to supply the goods as regards any remaining portion of advertising services subject to the agreement between the parties;
3.4.4 terminate the contract.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any such description when entering into the contract.
5.1 Delivery of the Goods shall take place at a time and date agreed by the parties (in electronic form) and commencement of any related advertising services shall take effect.
5.2 The date of delivery and commencement of any related advertising services agreed by the Buyer and Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
6.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
6.1.1 the correspondence of the Goods with any description;
6.1.2 the quality of the Goods; or
6.1.3 the fitness of the Goods for any purpose whatsoever.
6.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
6.2.1 the correspondence of the Goods with any description;
6.2.2 the quality of the Goods; or
6.2.3 the fitness of the Goods for any purpose whatsoever.
6.3 All implied terms or conditions as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract. The seller gives no guarantees as to the output generated by the provision of the Goods to the Buyer and cannot guarantee any enquiries, leads or job applicants.
7. LIMITATION OF LIABILITY
7.1 Where any court determines that any part of Clause 6 above is, for whatever reason, unenforceable, the Seller shall be liable for any loss directly suffered by the Buyer as a result of the breach in a total amount (including costs) not exceeding the contract price.
8. INTELLECTUAL PROPERTY RIGHTS
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 the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
9. FORCE MAJEURE
The Seller shall not 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, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
10. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
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.
If any term or provision of these Terms and Conditions 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 hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
13. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Conditions are subject to change from time to time. Latest revision date: 1 January 2022.