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Terms & Conditions
TWD Marketing Limited
General Terms & Conditions (Advertising Products)Important: Please read these Standard Conditions carefully before you approve the Order.
1. Definitions
Advert
the online advertisement specified in the Order being either a Classified Search Listing or a Directory Premier Listing.
Advertiser Website
the website (if any) which you wish to be linked to the Advert.
Agreement
the binding agreement between you and the Company comprising the Order and these Standard Conditions and any variations or special terms agreed in accordance with Condition 2. These Standard Conditions shall apply to each discrete Advert contained in the Order.
Classified Search Listing
a directory-style listing in an Online Directory containing your business name and contact details which links to a website or webpage for your business.
Company
TWD Marketing Limited whose head office and registered office is at: Atrium Court, The Ring, Bracknell, RG12 1BW, United Kingdom.
Copy
the detail of the Advert which you specify including any textual and graphic content.
Directory Premier Listing
a webpage containing your business name, contact details and applicable Copy.
Online Directory
a classified database of business listings which can be searched by subject and location and which is available on the specified Partner Site.
Order
the form and Copy, where applicable, which show details of the Advert.
Partner Sites
third party websites on which we have agreed to provide either Classified Search Listings or Directory Premier Listings and which websites will change from time to time.
Standard Conditions
these General Terms & Conditions (Advertising Products).
You
the person, firm or company named on the Order who wishes to purchase the Advert.
2. Variations to the Standard Conditions
Any variations to the Agreement and any special terms will only be effective if set out in writing, issued by the Company and countersigned by a director of the Company. Only such a director is authorised by the Company to make any representations about the Agreement or any matter relating to it.
3. Commencement and Duration
The Agreement shall commence when either (i) the Company has sent you a written acceptance of your Order; or (ii) your Advert appears on the specified Partner Site. The Company’s acceptance will be conditional on your complying with your obligations under the terms of the Agreement.
The duration of the Agreement shall be as specified in the Order.
4. The Company’s Rights and Responsibilities
The Company agrees to submit the Advert for hosting on the specified Partner Site in accordance with generally accepted standards and directory policies. The Company may at its sole discretion reject any Order or remove or exclude any Advert without liability to you other than as provided in Condition 8.
The Company may at its sole discretion make any changes to the Advert it considers necessary if in the Company’s opinion the Copy does not meet the standards of the Adertising Standards Authority or is unacceptable for publication for some other reason including that it may infringe the legal rights of others or subject the Company to claims, prosecution, criticism or otherwise cause the Company embarrassment.
The Company may at its sole discretion remove from the Advert links to any Advertiser Website if in the Company’s opinion the content of such Adertiser Website would result in a breach of Condition 5.
The Company shall use its reasonable endeavours to to make the Advert available on the specified Partner Site for the duration of the Agreement but gives no guarantee as to continuing service availability. From time to time the webpage(s) containing the Advert may be submitted to third party search engines by the specified Partner Site.
The Company shall be under no obligation to guarantee such submission(s), and makes no representations or warranties that the webpage(s) containing the Advert will be listed on any third party search engine on any specified page or in any specified position. The computer and telecommunications systems hosting the Advert may sometimes require periods of downtime for repair, maintenance and upgrading and, therefore, the Company cannot guarantee uninterrupted availability. However, where it is in the Company’s control, the Company will use reasonable endeavours to keep any periods of downtime to a minimum.
The Company makes no representations and offers no warranties with regard to the availability or accessibility of Partner Sites. The Company does not have to publish or display the whole or any part of any Advert for which the Copy or any part thereof has not been supplied within 14 days of the date of the Order.
The Company accepts the Copy on the understanding that it complies in all respects with Condition 5 and that it has been unconditionally approved by you for publication.
5. Your Rights and Responsibilities
The Copy you provide must be accurate, approved, legal, decent, honest and truthful and it must meet the standards of the Advertising Standards Authority. You must own or have authority to use any trade name, trade mark, British Standard Mark or other quality assurance mark, logo or other material that is used in the Copy or contained in the Advertiser Website. You must be authorised to use any logo or name of any trade association you use in the Copy or the Advertiser Website and you must be a paid up member of the said trade association.
You must own the copyright in the Copy (except in the circumstances provided for in Condition 9) and the Copy must not infringe the copyright any third party has in the Copy. The Copy and the Advertiser Website must not infringe the rights or pass off the goodwill of any third party.
If you want to change part of the Copy you must send written details of the change to the Company at its Head Office. The Company must receive the details within 14 days of the date of the Order.
In respect of the Classified Search Listing, you grant the Company all such rights in any content as shall be necessary for the Company to provide the Classified Search Listing to users including the right to display such content on the Company’s website or any Partner Site and a right to link the Company’s website or any Partner Site to the Advertiser Website.
You agree not to transmit at, or by any link from, the Advertiser Website any unlawful, defamatory, abusive, pornographic, vulgar, harmful, racist or otherwise offensive material of any kind.
If your activities, conduct or advertising and promotion fall within the regime regulated by the Financial Services Authority, you undertake and warrant to the Company that you are registered in the conduct of your business by the Financial Services Authority if you are required to be so registered and that the content of each Advert has been approved by a person authorised to approve Adverts under the financial services regulatory regime.
You confirm and warrant that (i) the business you are advertising is lawful; (ii) you have obtained all appropriate licences, permits or any other regulatory consents required to operate the business you are advertising; and (iii) advertising your business in the manner agreed with the Company will not result in a breach of any law or regulation by you, the Company or any third party.
You must notify the Company if the Advertiser Website results in error pages or dead links at any time. The Company reserves the right to remove, without liability, links to such an Advertiser Website.
You shall indemnify the Company, its employees and agents against all proceedings, claims, demands, expenses, losses and/or damages arising from (i) any breach of this Agreement by you; or (ii) processing or publishing any information or material you give the Company; or (iii) distributing your Advert including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.
The Order must be placed in the ordinary course of your business and the Advert must be for your own business. You may not sell or transfer your rights to the provision of advertising under this Agreement to any other party.
6. Payment
Payment under this Agreement is due on the date of approval of the Order. You must pay the Company the full amount (inclusive of VAT where applicable) which is due for the Advert(s) and which is set out in the Order. Without limitation, payment of the amount set out in the Order constitutes acceptance by you of this Agreement.
You must pay the amount set out in the Order using the payment method specified in the Order. If you fail to make any payment which is due under (i) the terms of this Agreement; or (ii) any other contract between you and the Company, the Company may keep any monies which you may already have paid and all other amounts owing to the Company shall immediately become due.
If, after 14 days from the due date for payment, you fail to make any payment which is due, the Company may at its sole discretion remove or exclude any Advert(s) ordered by you without liability to you.
7. Cancellation
In addition to any statutory rights you may have to cancel your Order, you may cancel part or all of your Order by giving notice in writing to Customer Services at our head office. We must receive this notice within 14 days of the date of the Order. Adverts may not be cancelled after the end of the 14 day period.
If cancelling part of your Order means that you no longer qualify for a discount for multiple Adverts, then the Company may adjust the rate on the remaining advertising to reflect the price appropriate for the reduced level of advertising in accordance with the appropriate rate card. Any additional amount owing to the Company as a consequence shall immediately become due.
8. The Company’s liability
If there is an error in, or omission from, the published or displayed Advert, the Company shall use all reasonable endeavours to correct the error within 7 days of receiving notification in writing from you of the error or omission. If the Company fails to correct the error after the end of the 7 day period, you will be entitled to a refund of part or all of the sum you have paid for the Advertisement concerned and it will be a fair and reasonable amount considering the nature of the error and the period of time that the error was uncorrected.
You will not be entitled to a refund for any mistake that was apparent from any proof sent to you by the Company unless you told the Company in writing about the mistake upon receipt of the proof and corrected the proof.
If the Advert is not published on the specified Partner Site(s), other than as a result of a breach by you of this Agreement, you will be entitled to a refund which shall not exceed the sum you paid for the Advert concerned.
The Company’s only liability to you (if any) under the terms of this Agreement will be (i) to provide a refund in accordance with this Condition 8; or (ii) to publish the correct Advert. The Company will not be liable to you or to any third party for any direct or indirect or consequential loss or damage including without limitation loss of business, revenue or profits or financial loss of any kind arising from any mistake in or material missing from the published Advertisement, or from not printing, displaying or arranging for the distribution of the Advertisement, even if resulting from our negligence. The Company does not exclude or restrict liability for death or personal injury arising from negligence on the part of the Company, its employees or agents.
9. Colour Advertisements
The colour(s) in your Advert may not match the colour(s) in (i) the Copy or (ii) any proof provided of your Advertisement. This does not constitute an error and you will not be entitled to any refund or other remedy in respect of any such difference in colour(s).
10. Copyright
The Company owns the copyright in all artwork, copy and other material which the Company, its employees or agents have created (either entirely or in part), whether or not a charge has been paid by you in respect of it. You do not own any intellectual property rights in that artwork, copy or other material and you are not entitled to use it in any other form or in any other media.
11. Agreement
This Agreement sets out the entire agreement and understanding between you and the Company and it replaces all previous agreements, arrangements and understandings between you and the Company. You are not entering into the Agreement or any part of the arrangements therein by relying upon statements or warranties that are not set out in the Agreement. This Agreement shall be construed in accordance with and governed by the Laws of England and the parties hereto submit to the exclusive jurisdiction of the English Courts.
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