Online Digital Marketing Media, Advertising & Networking Platform
MTMO Business Terms & Conditions
Please read the following important MTMO Business Terms and Conditions as they form the basis of the contract between Us and You for the online advertising, promotional, directory, multi-media marketing media services and/or Intranet Community We agree to provide, subject to the MTMO Business, Advertising and/or Services you purchase from or through Us.
In these Conditions:
‘Advertisement’ means the advertisements referred to on the Advertisement Order and any advertisements created in connection with Services and includes an ‘Advert’;
‘Advertisement Order Request’ means a document, web page or electronic communication which you complete and submit to us requesting a specific MTMO Advertising Service Package or Plan and/or any additional extra services outside of the chosen set MTMO Package or Plan (otherwise known as Optional Extras) which You are offering to purchase as one or more Services from Us, or, in respect of any Contract formed under Condition 15.1 (Renewal or Extension of Contract),
‘Advertisement Order Acceptance’ means a document, web page or electronic communication from us that confirms in writing that we accept your Advertisement Order Request in accordance with these terms and conditions, which becomes your Advertisement Order, except in the case of any Contract formed under Condition 15.1 (Renewal or Extension of Contract).
‘Advertisement Order’ means the document, web page or electronic communication that outlines the agreement that forms the basis of the Contract between Us and You, as an Advertiser, and will be dependent upon the MTMO Advertising Service Package or Plan you have chosen or any additional Optional Extras that you wish us to provide as a marketing service, taking into account your Advertisement Order Request and our Advertisement Order Acceptance.
‘Advertiser’ means (but not limited to); a business; sole trader; individuals, artisan; organisation; NFP organisation; voluntary group; 3rd sector organisation; a private limited company; a public company; a cooperative; a public sector organisation; or a charity.
‘Advert’ means (but not limited to); a digital directory listing; a digital promotional feature; a digital marketing feature; a digital business, organisational or community profile; a blog; digital blog promoting goods, services, things to do and where to go; a digital promotion offering a product for sale and purchase as a description and link to the Advertiser’s own website or payment gateway; eCommerce Advert (but no payment taken via the MTMO websites); a digital service description; a bespoke digital service description; a digital personalised service description; a digital holiday venue promotion; a digital announcement of an event or things to do by region promotion; a digital community project report promotion; a digital request for sponsorship; digital promotion for fundraising events for a charity, NFP organisation or voluntary group.
‘Amendment’ means a change to the Content of an Advertisement;
‘Business Day’ means a day other than Saturday, Sunday or a day which is generally recognised as a public holiday in the United Kingdom;
‘Business Hours’ means 10:00am to 5:00pm on each Business Day;
‘Charges’ means our charges, fees and costs for performing the Services you choose as part of your MTMO Advertising Service Package or Plan or any additional Optional Extras;
‘Click Through’ means for the purpose of this Contract, the action of following a hyperlink within an Advertisement to another website or another page or frame within that website;
‘Conditions’ means these contractual conditions as outlined herein;
‘Content’ means all content, including, without limitation, any and all of the text, graphics, images, logos, photographs, layout, design, shading, colouration, animation, characterisation, audio, video and audio-visual material constituting or intended to be in an Advertisement (and may include Proprietary Material);
‘Contract’ has the meaning set out in Condition 2;
‘Created Material’ means any material or item created or provided by Us for You as part of the provision of the MTMO Services you purchase, including by way of example, but not limited to; content; written text; SEO Web Pages; and the HTML code for, or the screen designs of, that feature on your MTMO webpages and throughout the MTMO website;
‘Database’ means an electronic database in which details relating to you or Advertisements may be stored for the purposes of our providing the MTMO Services you have purchased;
‘eCommerce Advert’ means the opportunity open to users of the MTMO website to click a link on the Advertiser’s MTMO webpage through a CTA (call to action) button that takes them to the Advertiser’s own website, so that they may complete the purchase through the Advertiser’s own payment gateway. It means that any contract for sale is made through the Advertiser’s own website &/or Payment Gateway and NOT via the MTMO websites;
‘Effective Date’ means the date on which the MTMO Services are first provided by us to you or made available to Users unless otherwise specified in the Advertisement Order;
‘Financial Services Regulatory Regime’ means the regime (regulated by the Financial Conduct Authority pursuant to the Financial Services and Markets Act 2000 and other laws) which governs the conduct of business and the advertising and promotion of financial products and services;
‘Free Listing’ is discretionary and an unpaid entry which can include your business name, full UK address and telephone number, link to your website if you have one and short description/profile that you provide to US digitally, which is then made visible on the MTMO websites;
‘In-house Keyword Service(s)’ means MTMO’s in-house SEO software which we provide as part of your MTMO Advertising Service Package or Plan or Bespoke and Tailored MTMO Services and is based on our combined use of technology, and a content creation strategy that involves editing, amending, writing text, research, analytics and other available applications to create organically driven keyworded text/words/phrases that are search engine friendly and optimised within the MTMO websites and externally on the World Wide Web.
IPRs’ means (a) all copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights; (c) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
‘Keyword Advertisement’ means an Advertisement displayed on MTMO websites that utilises our In-house Keyword Service;
‘Malware’ means any software designed to infiltrate or damage a computer system, without the owner’s informed consent, including but not limited to “trojans”, “worms”, “logic bombs” and “cancelbots” as the same may be generally understood within the computing industry from time to time and any other malicious and unwanted software;
‘MTMO’ means MTMO Ltd t/a Make The Most Of & MTMO, a company registered in England and Wales under number 07783948 whose registered office is 32 St Asaph Business Park, St Asaph, Denbighshire, LL17 0JA.;
‘MTMO Analytics’ means the data and reports provided internally in the form of reports resulting from the In-house Keyword Service that is effectively an automated SEO and tracking software specifically designed to provide statistics on how your MTMO webpages are performing in search results and will include Click Through rates to your; website; social media links; and other third party sites;
‘MTMO Connect’ is the MTMO Community Intranet, and is an area where Advertisers can manage how they wish to network, project manage or share information either within a designated group and project.
‘MTMO Dashboard’ means the MTMO website area that is allocated to you via a login process to where details for your Advert is uploaded and where all MTMO data is stored and visible only on using a private username and password. A MTMO Dashboard will allow you to login, place an Advertisement Order Request, register your cancellation (if applicable), amend and/or pay for products and services and is a management centre for your Advert by you and us. It also gives you management access to the MTMO Community Intranet;
‘MTMO Digital Advertising, Directory, Promotional & Marketing Policy’ means the MTMO Rules;
‘MTMO Websites’ means mtmo.co.uk and makethmostof.co.uk means the internet website currently located at the URL www.mtmo.co.uk (and includes the MTMO Community Intranet) and/or www.makethemostof.co.uk, which is owned and operated by us. It also means any other websites owned by MTMO Ltd.
‘MTMO Rules’ means these terms and conditions as applicable to the MTMO Advertising Services you have purchased and we provide, in addition to the ‘MTMO Digital Advertising, Directory, Promotional & Marketing Policy’ that relates to your advertisement as outlined in the Advertisement Order;
‘MTMO Package’ means the Services you choose for us to provide to you as part of the Contract between you and MTMO, including your MTMO web pages that also constitute an Advertisement.
‘MTMO Pricing Package’ means a price list issued by us from time to time giving the prices of certain Advertisements, MTMO Advertising Service Packages, Adverts, Features, Bespoke & Tailored marketing and networking services and can include other cost information relating to new promotional and/or business Services, display advertising services, video products, SEO Services and/or any other new media products and services we may provide from time to time. You can obtain a copy of the MTMO Pricing Plan via your MTMO dashboard; the link to the Pricing Chart displayed on the MTMO website, or by contacting us via Team@mtmo.co.uk;
‘MTMO Service Package’ means the MTMO Services and/or packages as outlined in the Packages and Pricing Page as displayed from time to me on the MTMO website and includes, but not limited to, MTMO Single Advert, MTMO Business Package and MTMO Bespoke & Tailored Package.
‘MTMO Team’ means the people who work within and for MTMO Ltd as employees, contractors and volunteers.
‘Optional Extras’ means Services you purchase from us in addition to your MTMO Advertising Service Package, which may be available through your MTMO Dashboard or on request on a Pay As You Go basis for Optional Extras;
‘Order Summary’ is the electronic confirmation of your MTMO Services order and maybe a web page in your MTMO Dashboard that summarises the Services you have offered to buy and on which you agree to be charged for, and in so doing you accept that you will be bound by the applicable MTMO Advertising, Directory, Promotional & Marketing Policy Rules and the Conditions for the Services recorded in the Advertisement Order Acceptance.
‘Pay-As-You-Go’ means the method by which you may purchase certain additional MTMO Services as Optional Extras which may include a flexible advertising period, details of which will be available on request to the firstname.lastname@example.org or via your MTMO Dashboard. This can include (but not limited to); extra web pages; extra eCommerce adverts; extra blogs; extra promotional features; lead positioning on home pages or other business marketing, branding and support Services.
‘Payment Gateway’ means the secure electronic payment system provided by a 3rd party supplier, e.g.: – PayPal and used by MTMO for invoicing, automated payments and transactions.
‘Proprietary Material’ means any of your (or a third party’s) copyright material, brand names, trade or service marks, devices or logos;
‘Pricing Chart’ means the financial charges for MTMO Services as displayed upon the MTMO websites.
‘SEO Services’ means the web page creation and search engine optimisation service provided by us to you as part of your MTMO Advertising Service Package or Optional Extras and includes our In-house Keyword Service;
‘SEO Web Pages’ means an Advertisement displayed on the internet as a result of the MTMO In-house Keyword Service;
‘Service Month’ relates to Advertisements made available to you on a monthly rolling basis and means the period of one (1) month, starting on the start date of your Advertisement Order Acceptance and each subsequent period of one (1) month after that. The start date of your Advertisement will be stated on your Advertisement Order Acceptance;
‘Services’ means the MTMO services we agree to perform under a Contract, including MTMO Advertising Service Package, MTMO web pages, Business Package, Bespoke & Tailored Package or Optional Extras and any other agreed work;
‘Special Offers’ means any discounted offers for further MTMO digital services, Pay-As-You-Go Services and Adverts that may be published or circulated from time to time to existing Advertiser(s).
‘Third Party Data’ means data we obtain for use under licence from third party organisations and which may be used to assist in the provision of Services and which may be displayed to Users in association with other material relating to you including by way of example, but not limited to; cartographic data used to display location maps, 3D city models and street cam images;
‘Us’ means all of MTMO Ltd. “we” and “our” has a corresponding meaning to “us”;
‘User’ means a person who uses the MTMO Websites or any other website or social media platform to which your Advertisement is linked to or distributed. This includes You as an Advertiser;
‘Website Terms & Conditions’ means the general terms and conditions of the MTMO Websites that apply to all Users of them
‘You’ means the person, company or other organisation (named on the Advertisement Order Request as the customer) who offers to purchase one or more MTMO Advertising Services or a person, company or other organisation who or which enters into a Contract with us for the provision of MTMO Advertising, Marketing &/or Business Services; and ‘your’ shall have a corresponding meaning to ‘you’.
‘Your Profile’ relates to a MTMO website listing that describes your business, organisation, town, location, community or project, that incorporates information and data on your goods, services and projects as listed on MTMO Websites and for the purposes of these conditions amounts to an Advertisement or Advert.
- The Contract, Commencement and Duration
2.1 When you order Services from us, you enter into a Contract with us. The Contract is made up of:
- these Conditions;
- MTMO Advertising, Directory, Promotional & Marketing Policy Rules (MTMO Rules)
- Advertisement Order Request
- The Advertisement Order Acceptance;
- The Advertisement Order and
- The agreed MTMO Advertising Service Package (including the Bespoke and Tailored Package outline) or Package Pricing Rates (if applicable)
- Terms & Conditions of Use of www.mtmo.co.uk or makethemostof.co.uk otherwise referred to as Website Terms & Conditions
and the Contract shall not be formed unless and until we have sent you an Advertisement Order Acceptance and which the MTMO Rules will apply.
2.2 In respect of any Contract formed under Condition 15 (Renewal or Extension of Contract), the Contract is made up of:
- the applicable MTMO Rules
- these Conditions; and
- the Advertisement Order
and the Contract shall not be formed until the passing of the final date on which you may write to us in accordance with Condition 15.1.1(d).
2.3 The term ‘Contract’ shall, when used in these Conditions, means any Contract formed under this entire section, as applicable.
2.4 In the case of a conflict between any of these documents, priority shall be given in the order in which they appear in Condition 2.1 or 2.2 (as applicable) above. Except as expressly provided in these Conditions, none of our employees or agents have authority to agree any change to a Contract, or make representations other than those contained within policies or materials authorised by us.
2.5 Unless it is terminated earlier in accordance with these Conditions, the Contract will continue for:
- in relation to each of the Services, the duration specified in the applicable Advertisement Order for such Services, with the duration commencing on the Effective Date; or
- in relation to an online purchase of MTMO Services, for 12 months from the Effective Date specified in the Advertisement Order; or
- where no duration is specified, until the provision of the Services has been fulfilled; or
- where we have made an Advertisement available to you on a monthly rolling basis, indefinitely, until terminated by you or us, in accordance with the Contract.
- Our Responsibilities
3.1 Subject to these Conditions, we shall:
3.1.1 endeavour to make the MTMO websites available to Users;
3.1.2 endeavour to make any optimised MTMO Web Pages you have ordered as part of your MTMO Advertising Service Package available to people using the internet subject to you complying with the processes to provide as requested/upload your information into your MTMO Dashboard and in accordance with our request for information, including but not limited to, by questionnaires, emails or telephone messages, in accordance with these conditions and the MTMO Rules; and
3.1.3 provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered.
3.1.4 Where the Services are displayed on any mobile platform such Services are provided at our absolute discretion on an ‘as is’ basis with no guarantee, warranty or representation. We may display those Services in any format that we deem appropriate and we may change the format or look of such Services without notice including ceasing to provide such Services on any and all mobile platforms.
3.2 As part of our MTMO Services and offering, we may permit website Users to place material on the MTMO Websites (such material may include but shall not be limited to comments on a blog, reviews or other user generated content). We will from time to time edit, pre-vet or review such material and will operate a ‘notification’ procedure. Should You believe that any comment, review or other user generated content that we bring to your attention or is visible on the MTMO website does not comply with the requirements for such material set out in these conditions or the MTMO Rules and MTMO Website Terms & Conditions, please notify us immediately via Team@mtmo.co.uk. We will then review the material and, where we deem it appropriate, remove the material within a reasonable time. You acknowledge that this shall be the only remedy available provided by us regarding such material.
3.3 Where You access or use any part of our email messaging services, or where your potential customers use them from your MTMO web pages as part of your Advertisement, You agree that We may monitor emails received by you using this or any other functionality provided by Us to help us customise our functionality or otherwise improve the MTMO Services.
3.4 The MTMO Team will deal with all operational MTMO business between Us and You in accordance to these Conditions, the Contract and in particular (but not limited to) any correspondence, requests, amendments, Advertisement Orders and Created Material during the MTMO Business Day and within the Business Hours.
- Your Responsibilities
4.1. Subject to these Conditions, you shall:
4.1.1 pay Our Charges for each MTMO Service you have ordered in accordance with Condition 7;
4.1.2 provide to Us any Content that we require from You;
4.1.3 provide Us with Content that is unique and not copied from Your or another website, and if it has, You must notify Us in writing of its source and the reason for the ‘copy’;
4.1.4 not provide Content that would be considered plagiarised text;
4.1.5 provide Us with content for all/any ongoing work required by Us in accordance with the terms of these conditions and the MTMO Services you have requested, agreed and subscribed to, and as confirmed in the Advertisement Order;
4.1.6 where the nature of a MTMO Service requires your periodic attention, including without limitation, updating information through your MTMO Dashboard; acting on emails from MTMO; file clearing and maintenance to your own computer hardware or systems; You agree to take such appropriate steps as are required to continue to receive or maintain the MTMO Services;
4.1.7 even where we create the Advertisement for you as part of the MTMO Services, you must ensure that all Content provided to us by you is legal, decent, honest and truthful, and complies with: (i) The UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code); (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the UK, including, without limitation; Ofcom; Phone Paid Service Authority; or the Advertising Standards Authority; and (iii) MTMO Rules, available via the MTMO website;
4.1.8 even where we create the Advertisement for you as part of the MTMO Services, you must ensure that all Content provided to us complies in all respects with the provisions of ALL statutes and statutory instruments, and ALL as amended from time to time, that are applicable to any Advertisement intended for display on the MTMO websites as part of the MTMO Service.
4.1.9 ensure that all and any requests for Amendments to your MTMO Advertisement are made to us in writing, by using your MTMO Dashboard, or otherwise in the manner specified in the Advertisement Order, or by email to Team@mtmo.co.uk. We do not accept any liability or responsibility for failure by You to action a request for an Amendment to your MTMO Advert, where such a request is, in our reasonable opinion warranted because we believe it to be garbled, indecipherable, unclear or has not been received by us;
4.1.10 supply all Content in a suitable format as specified by the MTMO Team, ether by email, though the MTMO website and/or via your MTMO dashboard;
4.1.11 ensure that all electronic files have been produced using properly licensed software and are free from Malware; and
4.1.12 where part of the MTMO Services we provide requires us to link to your website you confirm your website will comply with all applicable statutes and statutory instruments and complies with the MTMO Rules.
4.2 To the extent that the provision of MTMO Services relates to an Advertisement, you grant to us the right to fully access, copy, store, compile, recompile, edit and index such information you provide to us via email, electronic communication and/or through your MTMO Dashboard login area. And furthermore you agree that any data and copyright work comprised therein and provide by You, or any portion thereof, can be subjected to automated programmes to generate (but not limited to) analytics using software, In-house SEO Software, AI, web ‘spiders’ or ‘crawlers’. This grant to Us shall apply notwithstanding any contrary terms and conditions. Your continued use of the MTMO Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights You may have, contractual or otherwise, to restrict the rights granted to us under this Condition 4.2.
4.3 If we accept your Advertisement Order Request,
4.3.1 You hereby agree, undertake and warrant that if you form a Contract with us or otherwise request the display of any Advertisement using our MTMO Service which consists of or includes a financial promotion (other than a financial promotion to which an exemption under the FSMA (Financial Promotion) Order 2005 applies), You will ensure that prior to first display of the relevant Advertisement on our MTMO Website as part of the MTMO Service, the Content of each such Advertisement will have been approved in writing for the purposes of section 21 of the FSMA by a person authorised by the Financial Conduct Authority and that a copy of that approval has been provided to the MTMO Team and shared with us via Team@mtmo.co.uk, or uploaded into your MTMO Dashboard .
4.3.2 If we accept your Advertisement Order Request and you form a Contract with us or otherwise request the display of any Content which consists of or includes anything within the Financial Services Regulatory Regime, within seven (7) days of a request from us, you must provide or arrange the provision of:
184.108.40.206 proof that you are authorised by the Financial Conduct Authority or that you are an appointed representative as indicated in the CSFA Customer Declaration; and
220.127.116.11 a certified copy of the authorised person’s written approval as required by Condition 4.4; or
18.104.22.168 an explanation of the applicable exemption or other reason why section 21(1) of the FSMA does not apply to the activities, conduct, advertising or promotion referred to in our request.
In any event We may make such a request for information relating to your MTMO Advertisement at any time after the date after your Advertisement was first displayed on the MTMO Website as part of an MTMO Service.
4.3.3 In the event of a breach that is brought to our attention in respect of this section we reserve the right forthwith to remove your MTMO Advertisement without further recourse to Us by You.
4.3.4 If you have failed to notify us that the display of Content on our Service may constitute a breach of the Financial Services Regulatory Regime and you have failed to provide suitably amended details, and where relevant certified, Content within the time specified by Us or where such notification has been given in insufficient time to enable us to process any amendment to the Content before the commencement of the publication period of an Advertisement, We will remove your MTMO Advertisement without any further recourse by You to Us.
4.4 You hereby agree, undertake and warrant that:-
4.4.1 the information provided by You is true, correct and not misleading and will remain so for the duration of any Contract between Us; and
4.4.2 without prejudice to the whole of section 4 of these conditions, you agree that You will notify Us immediately, at any time after the date on which You complete and authorise your MTMO Advertisement, of any changes in the information provided by you to MTMO for the purposes of us providing MTMO Services. In all cases, and for the avoidance of doubt, You agree to notify us of any circumstances that renders any of the Advert content false, incorrect or misleading.
4.5 Even though a Contract may be in place between YOU and Us, we may refuse to publish any Advertisement or any part thereof, where;
4.5.1 We consider that the Content is contrary to or infringes the terms of any law or the right of any person or that it may mislead members of the public or that members of the public might find it offensive prejudicial or inflammatory or that it is likely to subject Us to prosecution, criticism or embarrassment; and/or
4.5.2 You have failed to provide any information or document requested by Us pursuant to these conditions;
4.6 We reserve the right to delete any Proprietary Material from an MTMO Advertisement where We have reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for Your use of the same. In these circumstances, deletion shall not be deemed to be a breach of Our obligations under the Contract and our decision is final.
4.7 You warrant that, where any MTMO Advertisement contains indications, offers and promotions that are time sensitive including, by way of example and not by way of limitation, prices, those indications, offers and promotions will be presented in a way so as not to mislead users of our Services and the MTMO Websites.
- Keywords, Analytic and Digital Advertising & Directory Services
5.1 As part of your MTMO Advertisement and in line with your chosen MTMO Advertising Service Package or Plan, We will include an In-house Keyword Service for SEO purposes, and as such We reserve the right to display, share, advertise and promote your Keyworded Advertisement results and MTMO Analytics, which may (not limited to) include the number of visitors to your MTMO Web Pages, and any resulting Click Through Rates to your contact details, website and social media platforms from any links in your Advert displayed on the MTMO Websites. We reserve the right to access any material or services linked to/from your MTMO Advertisement.
5.2 For the purpose of these Conditions, the number of Click Throughs shall be exclusively calculated by us using our own In House MTMO Analytics software. Unless there is manifest error on our part, you acknowledge and agree that Click Through statistics, data and reports provided by us are the official, definitive measurement of your Keyword Advertisement activity and that no other measurements or usage statistics (including those of a third party or your own) will be accepted by us.
5.3 If a Keyword Advertisement does not generate a Click Through within a six (6) month period from the commencement date of the then current Advertisement Order then we may at our discretion: (a) edit, remove or otherwise prevent the display of the Keyword Advertisement, without limitation, on MTMO Websites; and/or (b) terminate the Contract relating to the MTMO Services. We do however reserve the right to discuss your Advert with you first, but Our decision is final with no liability to you for that decision.
5.4 We will not charge you each time Users Click Through to your website or social media accounts associated with your Keyword Advertisement or MTMO Advert on MTMO websites.
5.5 Keyword Advertisements and MTMO Adverts are intended to be factual summaries of the activities of your own business, organisation, or community, and any services or products you offer via a bricks and mortar premises, or your website or social media account. The factual summaries are Your responsibility and it is down to You to correct any inconsistencies or inaccuracies and You must notify Us at Team@makethemostof.co.uk of any errors displayed in your MTMO web pages. The content displayed in your MTMO web pages must be factual, correct and not misleading and must not be duplicated or copied content. In addition, We are not responsible in any way for the website featured in your Keyword Advertisement or MTMO Advert and We shall not be liable to You for the consequences of any failure by You or of any other party in respect of the website featured by a link or otherwise.
5.6 You accept that We have the right, without reference to you, to; edit, remove characters and content and images from the submitted/published MTMO Advert/Keyword Advertisement aimed at highlighting it; to modify the submitted Keyword Advertisement or MTMO Advert for spelling mistakes; to modify the Keyword Advertisement so that it conforms with our guidelines; accept that we can reject the Keyword Advertising (whether in whole or in part) if basic modifications cannot be made. You are solely responsible for approving any Advertisement, Advert & Keyworded Advertisement on the MTMO Websites, including checking all links, copyright, text, photographs, images, logos, graphics, video, contact details, social media and other URL links attributable to, or generated by or for You.
5.7 You accept that where MTMO Adverts and listings have been submitted to Us, or where instructions have been given to Us to change the listings on your behalf, or We have created an MTMO Advertisement or Advert under your instructions from the information you provide to us through any questionnaires, Your MTMO Dashboard or otherwise, that it is Your sole responsibility to verify that any modifications that have been created or made due to that information is correct. You should advise us immediately of any error or omissions via your MTMO Dashboard or by email to Team@makethemostof.co.uk .
5.8 We may investigate your online activities, account and any Advertisement Order Request that you submit to us when deciding whether to issue an Advertisement Order Acceptance to you.
5.9 On receipt of an Advertisement Order Acceptance notice from Us to You, You undertake to provide Us with the information we require to create your MTMO Advert and Key Worded Advertisement as outlined in the MTMO Advertisement Order and you also agree, when requested, to giving reasonable assistance in all such matters relating to the MTMO Services therein outlined to allow Us to fulfill our obligations to You. A failure by You to provide Us with the information we require and request to formulate your MTMO Advertisement will mean that your Advertisement on the MTMO Websites can not be published and there will be no obligation upon Us to refund your payments to You for your omissions under this Contract.
5.10 It is your responsibility at all times to ensure your MTMO Advert is up to date and contains all the correct contact information, accurate product and service descriptions including any pricing or special offer information. In the event that it is brought to our attention that you have mislead a 3rd party by the description within your MTMO Advert, we reserve the absolute right to remove Your MTMO Advert and your contact details from the MTMO Website with no recourse to Us by You.
5.11 It is Your responsibility to ensure any agency/3rd party or employee logins made on your behalf are secure for the purpose of uploading information and Data for your MTMO Advertisement or accessing your MTMO Dashboard.
- Use of mapping and Street View
6.1 As part of the MTMO Service Packages you may have access to facilities to highlight your premises or location using mapping, street view applications and mapping pins. As such please note the following;
6.1.1 You may choose to link your bricks and mortar address, location or community by opting to use the mapping and street view application and to do so you must provide Us with the most accurate Google Map link as possible when requested to do so, as part of the information we collect from you as part of your obligations to provide such information under these terms & conditions and as part of your MTMO Advertisement Order.
6.1.2 Maps and directions are provided within the accuracy limitations of the technology used to provide such Maps, searches and directions. Maps, searches and directions are provided on an “as is” basis and MTMO is unable to warrant that the technology will return the most accurate or most convenient suggestion for any particular enquiry and therefore can not be held responsible for any inaccurate linkage to mapping data or street view search results when used by a User of the MTMO websites.
6.1.3 When You provide map locations, the data will be used as the basis of creating map locations and will be entirely based upon the postcodes or any combination of the address elements You provide to Us as requested.
6.1.4 A Postcode location may provide only a general location with limited accuracy and the provided location may not correspond with a true visit-able address in respect of a User. MTMO can not be held liable for any inaccurate mapping, street view and map pin locations.
6.2 By using the Mapping, Street View and Map Pin information, any resulting directional data (including but not limited to, directions, travel information, opening hours, access) you access via the MTMO websites, you agree and accept that neither MTMO nor any of its employees, agents, or service providers shall be liable to You, or any third party for any error in the information, fine, traffic penalty, damages or other losses or claims arising out of or in connection with your use of the Maps, searches or directions therein.
7.1 Our Advertisements, Adverts, MTMO Service Packages, are available and contracted on an annual basis, prices for which are shown in the MTMO Pricing Chart, unless it is a Bespoke and Tailored MTMO Package in which pricing and payment terms will be agreed in the Advertisement Order Acceptance.
7.2 The options for annual payment for your MTMO Advertisement Order and the Services we provide as a result of your chosen MTMO Advertising Service Package/Bespoke & Tailored Plan can be made on a recurring monthly basis or annually, with first payments being payable, in both cases, in advance of us undertaking any of the Services you have ordered and are confirmed in the Advertisement Order.
7.3 There are discounts available for paying a single payment up front for your annual MTMO Service Package which may be purchased through the MTMO website if the function is available, following the electronic instructions. In any other case MTMO will issue invoices for any work You have requested, and these will be payable on receipt.
7.3 Where we have made an Advertisement available to you on a monthly rolling basis, the Charges shall be paid by recurring payments through the electronic MTMO 3rd party secure Payment Gateway, such charges and arrangements being set up when you place your order for an annual MTMO Service Package, unless indicated or agreed otherwise in your Advertisement Order Acceptance. In addition You acknowledge and agree that:
7.3.1 the sum due to us in respect of each Service Month shall be paid by recurring payment through the MTMO Payment Gateway as invoiced on a month by month basis, as set up at the time you placed Your Advertisement Order Acceptance; and
7.3.2 You shall do nothing to block, delay or otherwise invalidate the payment of any monthly payment under your MTMO Contract in respect of any Service Month; and
7.3.3 in particular, You shall not be entitled to cancel your recurring MTMO monthly payment in respect of any Service Month; and
7.3.4 all cancellations of Services and any refunds which may be payable to You are governed exclusively by these Conditions.
7.4 If, in our reasonable opinion, You have breached any of the Conditions in 7.3 inclusive above, we may immediately terminate the Contract by giving you written notice and you shall indemnify us and hold us harmless on demand against any and all claims, demands, actions, proceedings, awards, compensation costs (including legal costs and disbursements on a full indemnity basis), expenses, damages, losses, fines, fees, costs and other liabilities of whatsoever nature brought against us arising out of or in connection with such breach.
7.5 Where Condition 7.1 does not apply (including where we have made an Advertisement available to you other than on an annual or monthly rolling basis), save as set out in Condition 7.7, and subject to Condition 7.8, we will provide you with an invoice for the Charges and you must pay us the whole amount shown on demand. If you fail to make the payment by its due date, we shall be entitled to charge you interest on the overdue payment at the rate of 4% per annum above the then current base lending rate of Natwest Bank plc and interest shall accrue on a daily basis from the date the payment became due until you make payment of the overdue amount.
7.6 Unless you tell us otherwise, we will issue all information and other documents related to your Advertisements, orders and account (including, without limitation, your Advertisement Order Acceptance, invoices, statements, etc.) to the email address as provided in your Advertisement Order Request and/or Your MTMO Dashboard. Unless you tell us otherwise, we will make your invoice available for you to access via your MTMO Dashboard where possible and send you an email to let you know it is available. You are responsible for accessing your MTMO Dashboard and checking your invoices.
7.7 Charges for Pay-As-You-Go Advertisements and MTMO Services will be invoiced to you and must be paid in advance of us undertaking the work involved in the provision of the Service ordered. You will be able to order and pay for your Pay-As-You-Go or Optional Extras from your MTMO Dashboard where applicable or via an electronic invoice to be paid via the MTMO Payment Gateway. Bank transfers for payment of any MTMO Services will be acceptable in some circumstances and by prior agreement between You and Us. The final decision on payment structure for MTMO Services is Ours.
7.8 Charges are in Pound Sterling (£) exclusive of VAT which, if payable, will be added to your invoice or included in the sums taken by recurring payments via the chosen MTMO Payment Gateway as set up by Us from time to time.
7.9 Payment shall mean the receipt by us electronically via the MTMO Payment Gateway of cash or a credit card payment. In the event you opt to purchase an annual MTMO Advertising Services Package or Plan, the discounted annual payment for a MTMO Service Package will be invoiced accordingly to your email address.
7.10 Any agreed bank payments for MTMO Services, will be made via online bank transfer crediting the MTMO Ltd bank account (currently MTMO Lt t/a Make The Most Of Natwest Bank, Sort Code 54-10-10, account number 10166416) quoting the invoice number displayed on Our charges for those Services . You will need send confirmation of your payment to Team@makethemostof.co.uk.
7.11 If a Special Offer for an additional Advert becomes available it will be deemed to be an Optional Extra to your chosen MTMO Service Package, and a Discount Code will be sent to you where relevant and applicable, which you can use when placing your Order through the MTMO Websites if applicable and available. In other circumstances, the discounts will be applied prior to the invoice being electronically sent to You via the email address provided by You as your correspondence email address for business purposes or Your MTMO Dashboard if applicable. Terms of eligibility of any Special Offers and their availability are at the discretion of MTMO and can be made available on request to Team@makethemostof.co.uk . The MTMO Team will, with your consent and in line with the GDPR, circulate any Special Offers either via your business email address or through your MTMO Dashboard, or any MTMO forum.
- Limitation of Liability
8.1 You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability.
8.2 You acknowledge and agree that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data.
8.3 Nothing in the Contract shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.
8.4 Save as provided in this entire Condition 8, we shall not be liable, to the maximum extent permitted by applicable law, for any of the following losses or damage (whether arising in contract, tort (including negligence) strict liability, or otherwise, and whether such losses or damage were foreseen, foreseeable, known or otherwise):
8.4.1 loss of revenue;
8.4.2 loss of actual or anticipated profits (including for loss of profits on contracts);
8.4.3 loss of anticipated savings;
8.4.4 loss of business;
8.4.5 loss of opportunity;
8.4.6 loss of goodwill;
8.4.7 loss of reputation;
8.4.8 loss of, damage to or corruption of data or software;
8.4.9 wasted expenditure; or
8.4.10 any indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 8.4.1 to 8.4.9).
8.5 Save as provided in Condition 8.3, our entire liability under any Contract shall not exceed the total Charges paid by you under that Contract for the Service that is the subject of the claim.
8.6 All conditions and warranties stated in the Contract shall replace all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Services which but for this Condition 8 have effect between Us and You or would otherwise be implied into or incorporated into the Contract, whether by statute, common law or otherwise, all of which shall be excluded to the maximum extent permitted by law (including, without limitation, any implied conditions, or warranties).
8.7 Save as provided in Condition 8.3, if we make an error in, or omission of or from an Advertisement (provided that such error or omission does not arise as a result of a failure by You to comply with Your obligations under the Contract), We will correct this as soon as reasonably practicable upon receipt of written notification and without charge to You. Further, we may reduce the Charges for such Service as is fair and reasonable having regard to the nature of the error or omission or extend the duration of the Contract without charge to you. Save as provided above, this represents the full extent of our liability to you in respect of errors in or omissions from MTMO Services and Advertisements.
8.8 Save as set out in the Contract, if we fail to comply with our obligations under the Contract as a result of an event outside of our reasonable control, we will have no liability to you as a result of such failure. We will promptly notify you as soon as reasonably practicable (and in any case, within fourteen (14) days) and we will take all reasonable steps to eliminate or mitigate the consequences of such an event, and where relevant, resume performance of our obligations affected by that event as soon as practicable.
9.1 You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any losses, and/or liabilities in relation to any proceedings, claims, demands, damages, fines, costs, expenses and charges, which are incurred or suffered by Us or our employees or agents arising out of Your conduct, including, but not limited to, any breach of the Contract and claims threatened or made against us arising as a result of Your non-compliance with any of Your representations, warranties or obligations set out in the Contract.
- Changes to the Services
10.1 We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate the Services in accordance with Conditions 11 and 13, we may modify MTMO or any of the Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on your financial position, we will notify you of such modification and You shall have the option to:
10.1.1 agree to the modification and continue to receive the Services; or
10.1.2 terminate the Services and You will be entitled to a refund of that part of any Charges you have already paid to us and which relates to a period after the date that the Services have terminated.
10.2 We may from time to time amend these Conditions. The updated version of these Conditions will be available for viewing on the MTMO Website, together with their effective date. You agree to visit your MTMO Websites to view the MTMO Terms & Conditions and the MTMO Rules regularly to find out about any changes. If you do not agree with any legal change to these Conditions you may notify us in writing within fourteen (14) days of the date of the amended Conditions being posted on the MTMO website and/or MTMO Dashboard to terminate the Contract, and thereafter, we will give you a proportionate refund of the Charges for the remaining period.
- Suspension of the Services
11.1 Without prejudice to any other rights we may have, we may suspend the Services in whole or part, and without notice, in circumstances where:
11.1.1 We (in our sole discretion) consider the Advertisement or other material (including without limitation, a hyperlink or your linked website) is unlawful, misleading, offensive, prejudicial or inflammatory; is likely to expose us to claims or liability, lead us into prosecution, criticism, or disrepute or cause us embarrassment; infringes our rights or the rights of third parties or does not comply with our then current MTMO Rules and these Terms & Conditions; or if the display of an Advertisement or other material does or would, in our reasonable opinion, be likely to mislead, offend, or disadvantage a User or otherwise misrepresents the nature of the goods or service being advertised or the place or places from which you conduct business; or
11.1.2 You fail to pay our Charges in accordance with Condition 7; or
11.1.3 We have reasonable grounds to believe that the rights’ owner of any IPRs within the Content of your Advertisement or material has withheld, withdrawn or failed to give his permission for your use of the same;
11.1.4 You are abusive to any member of the MTMO Team.
11.2 You may notify Us in writing that you want us to permanently remove your Advertisement from display on MTMO Websites or, in relation to our display of your MTMO Web Pages in social media platforms, or in relation to SEO Web Pages on the internet. We will endeavour to action this request as soon as is reasonably practicable. You are not discharged from your obligations to pay the full amount of the Charges contracted for, notwithstanding the removal of an Advertisement at Your request in these circumastances.
11.3 Any period during which we may suspend the Services, We will continue until the circumstances giving rise to our right to suspend the Services ceases to subsist or until the Contract is terminated in accordance with Condition 13.
11.4 In the event we take action under Conditions 11.1.1 to 11.1.4, you will continue to be obliged to pay any Charges owing or that arise during the period when the Service is suspended.
- General Warranty and Grant of Rights
12.1 Without prejudice to your other rights and obligations, you represent, warrant and undertake throughout the term of the Contract that:
12.1.1 You have and will have the authority to enter into the Contract and to perform your obligations in accordance with it;
12.1.2 You are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer;
12.1.3 the Contract is entered into and shall be operated solely for legitimate business activities; and
12.1.4 You have obtained and shall continue to hold all rights, permission and consents to enable us to use the Content (including, but not limited to any data or copyright works as referred to in the whole of Condition 4) and all IPRs in it, in accordance with these Conditions.
12.2 You grant to us, our agents and service providers, for the duration of your Advertisement, a worldwide, irrevocable, royalty free, fully paid up, transferable, sub-licensable, non-exclusive licence to copy, reproduce, use, communicate to the public, publish, distribute, transmit, stream, share, download, adapt, modify and reformat all such IPRs and Content (including, but not limited to any data or copyright works as referred to in the whole of Condition 4) for the purposes of:
12.2.1 providing the Services to You;
12.2.2 displaying Advertisements (whether in whole or in part) by any means, and across any media whether now known or invented after the date of the Contract on products, services and information provided by Us which may include the display of your Content and IPRs on third party properties and platforms to which we syndicate or otherwise distribute Advertisements; and
12.2.3 marketing, research and promotional activities;
and the rights hereby granted shall also include the right to link your Advertisement to, or present it in conjunction with, other material.
12.3 The continued use of IPRs and Content and any other data and copyright materials referred to in the entire Condition 4 herein in accordance with Condition 12.2 beyond the term of the Contract shall not constitute an infringement or breach of contract where such use arises as a result of our continued use and supply or printed materials bearing the Advertisement.
12.4 Where Content comprises in whole or in part material that has previously been published in other media such as, by way of example and not limited to, printed directories, you warrant that you have all rights, authority, licences and consents necessary for US to reproduce that material in any other media channel.
12.5 We may:
12.5.1 disclose to such persons as we reasonably consider to be the owner of IPRs in the Content provided by you, your intention to use such IPRs and You give your irrevocable consent to such disclosure; and
12.5.2 ask You to provide Us with suitable documentary evidence that will reasonably satisfy Us of your entitlement to make use of IPRs, and to permit us to make use of IPRs on Your behalf, and You agree to provide such evidence upon request.
12.6 Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.
12.7 You acknowledge that we own all IPRs in the MTMO Websites, your MTMO Dashboard, MTMO Connect and MTMO Database.
12.8 Unless otherwise specified in the applicable MTMO Rules, all IPRs is Created Material, shall be owned by us, whether or not the Created Material is derived or developed from material supplied as Content.
12.9 Ownership of the IPRs in Created Material does not pass to you and you will not be entitled to use Created Material in any form or in any media unless otherwise provided in this Contract.
12.10 Where you have provided us with a brief or instruction for the development of Created Material it is your obligation to ensure that the Advertisement incorporating the Created Material does not and will not during the term infringe, contravene or otherwise impair the rights of any third party.
13.1 Without prejudice to Conditions 7,8,10 and 11, we may terminate any or all of the Service or part thereof, at any time by providing you not less than fourteen (14) days’ notice of such termination. In the event of such termination, you will be entitled to a refund of that part of any Charge you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated.
13.2 We may terminate all or part of the Services with immediate effect by giving written notice to you if:
13.2.1 you commit a material breach of any provision of the Contract, or a series of breaches of the Contract which when taken together amount to a material breach of the Contract, provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so;
13.2.2 you cease or threaten to cease to carry on the whole or any part of your business or are unable to pay your debts as they fall due;
13.2.3 if you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed;
13.2.4 an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for by you or any one of you;
13.2.5 you undergo a change in control (other than as a result of reorganisation, amalgamation or reconstruction without insolvency);
13.2.6 you are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects;
13.2.7 we suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the date of the Contract, and which results in or causes our failure to perform any or all of our obligations under the Contract;
13.2.8 you engage in any click fraud in respect of any Keyword Advertisement, Banner or other Pay Per Click Advertising (whether yours or a third party’s); or
13.2.9 you provide an address (including a branch address) that is not a genuine trading address.
13.3 Where Services are made available to you on a try-before-you-buy basis or as part of the Free Trial on the MTMO Websites, you are entitled to terminate those specific Services upon giving notice to us on or before the opt out date applicable to those Services. The opt out date will be stated on your Advertisement Order. If we do not receive your notice of termination on or before the opt out date then no further cancellation option is available to you for those Services.
13.5 Conditions 2, 4, 7,8, 9, 10, 11, 12, 15, 16,18 and 19 shall survive termination of a Contract.
- Free Listing
14.1 We may offer You a Free Listing on the MTMO Websites. Such Services are provided at our absolute discretion on an “as is” basis with no guarantee, warranty or representation of any kind. We may display Your Free Listing in any format that we deem appropriate and we may change the format or look without notice, including (without limitation) ceasing to provide such Services.
14.2 If we offer your business a Free Listing entry, then, notwithstanding anything else in these Conditions, and in return for providing the Services, You agree that all provisions of these Conditions which relate to Content, IPRs and your liability for failure to comply with them shall apply to the provision of the Services and you agree to be bound by those provisions. Your Free Listing entry, in any form that it takes, shall be considered an “Advertisement” for the purposes of those provisions and all MTMO Terms & Conditions and MTMO Rules will apply in full.
14.3 If you purchase an MTMO Advertisement, that Advertisement may overwrite Your Free Listing entry, and as such We will provide the MTMO Advertisement as per the Advertisement Order.
- Renewal or Extension of Contract
15.1 In respect of Services (or any part of Services) which are advertising within and or on the MTMO Websites, the following provisions apply:
15.1.1 By entering into any twelve (12) month Contract for the Services set out in an Advertisement Order (as distinct from Advertisements which are made available to you on a monthly rolling basis, one off or Free Listing) you agree to enter into a contract, however paid for, for THE NEXT AND FOLLOWING twelve (12) month period, unless you opt out, provided:
(a) the form, content and distribution, on extension or renewal is either materially the same as, or an improvement upon, the form content and distribution of the Advertisement immediately preceding the Contract;
(b) the form content and distribution of the Advertisement in the later entry is materially the same as the form and content of the entry under the immediately preceding Contract; and
(c) the form content and distribution of the Advertisement is still relevant to You in terms of Your Business, Organisation or Community in that it is solvent and operational.
(d) a notice in writing together with the details of Your Advertisement Order have been sent to You by Us forty-five (45) days before the end of the immediately preceding Contract and You have not written to Us withdrawing your agreement to the renewal or extension of the immediately preceding Contract within twenty-one (21) days of receipt of that notice.
15.1.2 The cost of your renewed or extended Advertisement(s) on MTMO Websites will be indicated in the notice of renewal or extension sent to you in accordance with 15.1.1.
15.1.3 In the event that You opt out of any Contract with US, if you subsequently wish to advertise with us, a new Contract and Advertisement Order will be required.
- Unsolicited Goods and Services Act 1971
16.1 You acknowledge and agree that any Advertisement Orders requiring the inclusion of an Advertisement or other details relating to you in a Database may constitute an entry in a directory within the meaning of Section 3 of the Unsolicited Goods and Services Act 1971 as amended from time to time and that an Advertisement Order completed and submitted by US to You shall be construed as the note of agreement or electronic communication required by the same Section 3.
16.2 In accordance with the GDPR (General Data Protection Rules) You also give Us your consent to process and control the information You supply to Us for Services, which will include displaying/sharing data as agreed on and through the MTMO website and in accordance with these Terms & Conditions, enabling Us to fulfill our obligations under the Contract.
- Ethical Standards
17.1 You shall, and shall make sure that your officers, employees, agents and service providers shall: (a) at all times comply with all anti-corruption laws applicable to You, including, without limitation the Bribery Act 2010; and (b) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Contract and/or to obtain any benefit for Us which would violate any anti-corruption laws applicable to You or Us.
17.2 If You become aware of any breach or suspected breach of this Condition 17, You must notify Us promptly. We may immediately suspend operation of the Contract on written notice, pending investigation. You must assist Us in any such investigation.
17.3 If, in Our reasonable opinion, you have breached this Condition 17: (a) We may immediately terminate the Contract by giving You written notice; and (b) You shall indemnify Us and hold us harmless on demand against any and all claims, demands, actions, proceedings, awards, compensation costs (including legal costs and disbursements on a full indemnity basis), expenses, damages, losses, fines, fees, costs and other liabilities of whatsoever nature brought against Us arising out of or in connection with such breach.
18.1 You shall not assign or otherwise dispose of all or any of your rights or obligations under the Contract without obtaining Our prior written consent. We may assign the Contract to any third party, in full or part, at Our sole discretion; We will notify you in writing if this occurs.
18.2 Failure of either party to assert its rights in relation to any breach of the Contract shall not constitute a waiver of such rights, nor will any such waiver be implied.
18.3 Each provision of these Conditions shall be construed separately and shall be severable from these Conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected or impaired.
18.4 The headings of these Conditions are for convenience only.
18.5 The use, or non use, of singular or plural words in these Terms & Conditions shall be one of the same in the appropriate circumstances, and shall be interpreted against the Advertisement Order and the meanings as outlined in the entire Contract and will not affect the legality of the Contract in any form.
18.6 Any communication to be given in connection with the matters contemplated by the Contract shall, except where expressly provided otherwise, be in writing and shall either be delivered by hand or sent by first class pre-paid recorded post (except that we may give such communications by email). Delivery by courier shall be regarded as delivery by hand. Any notices served under the Contract shall be deemed to have been served as follows:
18.6.1 if personally delivered to the registered office of one of the parties, on delivery;
18.6.2 if sent by first class pre-paid recorded post, 48 hours after the same was delivered to the postal authorities; and
18.6.3 if sent by email, when sent (unless an “undelivered” report is returned to us within 24 hours of sending).
18.7 Each party agrees that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract for which its sole remedy shall be for breach of contract under the terms of the Contract. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
18.8 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. We contract in Our own name, on Our own behalf and for the benefit of all other members of Our group of companies. Each member of Our group of companies shall be entitled to enforce the terms of this Contract in its own right.
18.9 The Contract constitutes the entire agreement between You and Us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between You and Us.
18.10 We may disclose to third parties any address at which you conduct business and which is known to Us, whether or not the same is displayed in Advertisements. You consent to such disclosure.
18.11 At Our sole discretion we may accept requests to process Advertisement Orders by electronic means and other technologies (whether now known or invented in future) provided always that you fully comply with our guidance and instructions applicable to those processes. We are neither liable to You, nor responsible for: (1) incomplete, lost, garbled, or misdirected Advertisement Orders; or (2) Your failure to fully comply with guidance and instructions issued by us.
- Governing Law and Jurisdiction
The Contract (and any disputes arising under it) shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
Updated on 26th April 2018.