1.1 In these Terms, the following words and expressions will have the following meanings: “Woocontent” means at any given time the company trading company; “Terms” means these terms and conditions; “you” “your” “the Client” and similar expressions refers to the person or company to whom we provide the Services, as identified in our Order Form or, if applicable, on the invoice; “Order Form” means any order form previously entered into between us and you or accompanying these Terms; “Services” means the advertising services to be provided by us to you subject to these Terms and to any Order Form; “we” “us” “our” and similar expressions refers to the company who is to provide the Services to you, as identified in our Order Form or, if applicable, on the invoice.
2.1 These Terms and the Order Form shall govern the provision of the Services by Woocontent to the Client to the exclusion of any other terms and conditions.
3.1 Woocontent shall plan, negotiate, administer, buy and report to the Client on purchased advertising space and time and provide any additional services set out in an Order Form.
3.2 The Client agrees to give Woocontent clear briefings on the proposed projects and requirements from us and give us all relevant information and facts about the Services you require.
3.3 The Client may request Woocontent to change or cancel any plans, work in progress or media bookings and Woocontent shall take all reasonable steps to comply with any such request provided that we are able to do so within our contractual obligations to the media concerned. The Client agrees to reimburse Woocontent for any charges or expenses incurred as a result of complying with such requests.
3.4 Woocontent shall act in all our dealings with media as a principal and not as the Clients agent and, unless otherwise stated in the Order Form, we shall have no duty to account to you for any amounts we receive from media owners as agency commissions or rebates.
4.1. Invoices. The initial invoice will be sent by Woocontent upon completion of the services as set out in the Order Form. Invoices will be sent to the Client billing address as set out in the Order Form and will include information reasonably specified, such as the Order Form number, Client name, Advertiser name or campaign name, and any number or other identifiable reference stated as required for invoicing on the Order Form.
Upon request from the Client, Woocontent should provide proof of performance for the invoiced service, which may include access to online or electronic reporting.
4.2. Payment Date. The Client will make payment within 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the Order Form. Woocontent may notify the Client that it has not received payment in such 30-day period.
4.3. Payment Liability. Unless otherwise stated by Woocontent on the Order Form, Woocontent will hold the Client liable for payments solely to the extent proceeds have cleared from the Client to Woocontent for Ads placed in accordance with the Order Form.
4.4 All fees and expenses shall be payable without deduction, withholding or set-off and are stated exclusive of VAT which (if and to the extent applicable) shall be payable at the prevailing rate.
4.5 If the Client is overdue with any payment hereunder, then without prejudice to our other rights or remedies:
4.6.1 the Client shall be liable to pay interest on the overdue amount at an annual rate of 2% above the prevailing base rate of HSBC. Such interest shall accrue on a daily basis from the date on which payment becomes overdue until the date Woocontent receive payment of the full overdue amount together with any accrued interest; and
4.6.2 the Client shall be liable for our incidental costs of collection and recovery of amounts due.
4.7 If a late payment of any sum due causes Woocontent to be charged interest or any surcharge by a third party supplier, the Client shall immediately reimburse Woocontent the amount of such interest or surcharge.
4.8 If the Client is overdue with any payment owed Woocontent shall have the right, at option, to suspend the performance of any services to be provided to the Client by such company including, for the avoidance of doubt, the Services, until the Client has paid all outstanding amounts together with all accrued interest due (if any). In addition Woocontent shall have the right to set-off against any sums owed to the Client from time to time the amount of any overdue payments (together with interest) owed by the Client to Woocontent, any amount so set-off to be applied against such overdue amounts.
5.1. Generally. Excluding payment obligations, Woocontent will not be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If Woocontent suffers such a delay or default, Woocontent will make reasonable efforts within five (5) business days to recommend a substitute publisher for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to the Client, Woocontent will allow the Client a full refund of the amount relating to the affected Ad.
5.2. Related to Payment. If the Client’s ability to transfer funds to Woocontent has been materially negatively impacted by an event beyond the Client’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then the Client will make every reasonable effort to make payments on a timely basis to Woocontent, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve the Client from any of its obligations as to the amount of money that would have been due and paid without such condition.
5.3. Cancellation. If a Force Majeure event has continued for five (5) business days, the Client has the right to cancel the remainder of the Order Form without penalty.
6.1 In this Clause, “Rights” shall mean all copyright, trademarks and other intellectual property rights exercisable in any part of the world, including any application for registration therefore.
6.2 The Rights in all concepts, ideas, designs, drawings, artwork, copy, documents or other deliverable items created by Woocontent or procured by Woocontent but created by a third party in providing the Services to the Client (the “Works”) shall vest in and shall be and remain Woocontent’s sole property.
6.3 If the Client so request (and provided the Client has performed all of their obligations under these Terms and there are no outstanding unsettled invoices), Woocontent shall assign to the Client such of the rights in the Works as may be owned by Woocontent and capable of assignment. If and to the extent that the Works include any materials the Rights in which belong to any third party, Woocontent shall use all reasonable endeavours to procure for the Client the right to use such materials in the exercise of the Clients rights hereunder.
7.1 Subject to Clause 7.2 Woocontent’s liability shall be limited as follows:
7.1.1 Woocontent’s maximum aggregate liability under or in connection with the Services shall not exceed the fees payable in respect of the Services giving rise to the liability;
7.1.2 Woocontent shall not be liable for any loss of income or profits, loss of contracts or for any indirect or consequential loss or damage of any kind howsoever arising; and
7.1.3 Woocontent shall not be liable for any error, failure or delay in the publication, transmission or broadcast or page position or print quality of any advertising produced for the Client unless such error, failure or delay is caused by Woocontent’s negligence or default and shall not be liable for any error in any advertisement after the Client has agreed the advertisement proof as correct either by fax, email or otherwise.
7.2 Nothing in these Terms shall exclude or in any way limit Woocontent’s liability for fraud or for death or personal injury caused by Woocontent’s negligence or for any other liability to the extent that the same may not be excluded or limited as a matter of law.
7.3 The Client warrants that all information they supply to Woocontent hereunder shall be accurate and complete, shall not be misleading, illegal or defamatory and shall not infringe the intellectual property rights of any third party.
8.1 Woocontent shall continue to provide the Services until this agreement is terminated by either party giving not less than one month's notice to the other.
8.2 Notwithstanding the foregoing either party may terminate our business arrangement forthwith by notice in writing to the other if the other party:
8.2.1 commits a material or persistent breach(es) of any of these Terms and, in the case of a breach or breaches capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach(es) and requesting that the same be remedied;
8.2.2 becomes insolvent, enters into liquidation or bankruptcy, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt; or
8.2.3 ceases, or threatens to cease, to carry on business.
8.3 Termination of our business arrangement for any reason shall not affect any rights, duties or responsibilities accrued to the parties prior to such termination. Upon such termination, the Client shall pay all sums due in respect of Services performed and expenditure incurred (or committed to) by Woocontent up to and including the effective date of termination.
9.1 Both parties shall comply with all applicable laws and regulations relating to the Services, including without limitation, the British Codes of Advertising and Sales Promotion, and each party shall take any action and/or produce or sign any documents necessary to ensure such compliance or support any product claims. Both parties shall abide by the rulings of the Advertising Standards Authority and any other relevant industry bodies.
9.2 The Client agrees to inform Woocontent without delay if you consider that any material submitted to you by us for your approval is incorrect or misleading or in any way contrary to any applicable law or regulation.
10.1 These Terms shall be governed in all respects by the laws of England and Wales and the English courts shall have exclusive jurisdiction to settle any disputes.
11.1 The failure of either party to enforce any term of or right arising pursuant to these Terms does not constitute a waiver of such term or right and shall in no way affect that party's right later to enforce or exercise the term or right.
11.2 The invalidity or unenforceability of any term of or right arising pursuant to these Terms shall not adversely affect the validity or enforceability of the remaining terms and rights.
11.3 These Terms together with the Order Form constitute the entire agreement and understanding between the parties with respect to their subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to these Terms, except as set out herein. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into these Terms (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms.