1 DEFINITIONS In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions.
1.2 "Customer" means the organisation or person who purchases services from the Supplier;
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 "Supplier" P & D Harvey, Brynhyfryd, 112 cilfynydd, Cilfynydd Road, Pontypridd, CF374NF
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.
2.2 Before the commencement of the services the Customer shall accept these terms and conditions by ticking an acceptance box. Our advertising system does not allow you to proceed to advertise without the terms and conditions being accepted.
2.3 The Supplier shall use all reasonable endeavors to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3 CUSTOMER’S OBLIGATIONS
3.1To enable the Supplier to perform its obligations under this Agreement the Customer shall:
3.1.1 Co-operate with the Supplier;
3.1.2 Provide the Supplier with any information reasonably required by the Supplier;
3.1.3 Obtain all necessary permissions and consents which may be required before the commencement of the services (a signed copy of this terms and conditions) .
3.1.4 Comply with such other requirements as agreed between the parties.
3.1.5 The actual working model and process of this service is set out in Appendix A below.
3.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer ’s failure to comply with Clause 3.1.
3.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in this agreement, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in this agreement, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 3.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
5 INDEMNIFICATION The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with this agreement infringes a patent, copyright or trade secret or other similar right of a third party.
6 LIMITATION OF LIABILITY In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
7 TERMINATION Either party may terminate this Agreement forthwith by notice in writing to the other if:
7.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
7.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
7.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
7.4 the other party ceases to carry on its business or substantially the whole of its business; or
7.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
7.6 the customer's period of contract expires.
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 Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
9 ASSIGNMENT The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
10 SEVERABILITY If any provision of this Agreement 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 herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
11 NOTICES Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in this agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
12 ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
13 NO THIRD PARTIES Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
14 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the England and Wales courts. Appendix A Entire content of adverts is the sole responsibility of the Customer. The Customer is to ensure there is no breach of copyright laws in the construction of their advert. No external links shall be allowed within an advert. The cost of advertising a single caravan is £50.00 pear year. Additional adverts as set at £20.00 for 12 months.