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TERMS & CONDITIONS
These are the Terms & Conditions (“Conditions”) of THE M MEDIA MARKETING LTD (T/A OptOut UK) of registered office Unit 3 Vista Place, Ingworth Road, Poole, England, BH12 1JY (hereinafter referred to as the “Company”) which shall apply to ALL Goods and Services provided by the Company to the Customer and supersedes any other Terms and Conditions set out in any other fee or other Agreement between the parties.
In these Conditions entered into by the Customer of the Company the following terms shall have the following meanings and effect:
“The Customer” - means the company, firm or individual who purchases or agrees to purchase Goods and/or Services from the Company.
“Charges or Basic Charges” - means the Company’s charges for the provision of and/or in connection with Goods and the Services and/or other work carried out at the Customer’s request in accordance with the Company’s charging rates from time to time applying.
“The Company” - includes, its successors and assigns.
“Disbursements” - means the payment by the Company of any expenses or fees on the Customer’s behalf including without prejudice to the generality of the foregoing all out of pocket expenses, search fees, costs of consumable items, licence fees materials and parts or other payments made on the Customer’s behalf.
“Lien” - means the Company’s right to keep all Goods, papers, documents, money or other property held on the Customer’s behalf until such time as all monies due under this Agreement are paid in full. A Lien may be applied after any Agreement ends.
“Liability Whatsoever” - includes without prejudice to the generality of the expression all liability in tort, contract, breach of representation or implied warranty or condition or such other duties at common law including liabilities for direct, indirect or consequential losses of whatever nature and howsoever caused or arising. The term shall not apply to liabilities for death or personal injury.
“Goods” - means all machines, equipment, printers, parts, consumables and related telecom products provided by the Company to the customer.
“Payment Terms” - means the payment terms set out in the quotation, advice note or written Agreement, Schedule, letter of engagement or other periodical update of fees notified by the Company to the Customer in writing from time to time.
“Confidential Information” - means as defined in clause 7.1 but shall include and will not be limited to all information which is not publicly known including the business, finance, technology, trade secrets and other commercially sensitive information of either party regardless of its nature.
“Price” - means the price for the provision of the Goods and/or Services as set out in the Schedule, Quotation, Agreement or other written document as otherwise provided by the Company to the Customer in writing.
“Rate(s)” - means the rate(s) for the time being applicable as notified by the Company to the Customer from time to time in any letter, Schedule, Agreement or otherwise notified to the client from time to time in writing in respect of the Services.
“Services” - means the sale, design, Repairing, cleaning maintaining and Servicing of telecoms Goods and Equipment and related Services provided to the Customer. “Website Provisions” - means the provisions set out in clause 20 which will apply to all Services including those specifically obtained via the internet or any company website.
2. The Services
2.1 The Company agrees to undertake and use their reasonable endeavours to carry out the specific instructions of the Customer as set out in the Schedule/Agreement hereto or otherwise set out in writing by the Customer to the Company from time to time including electronic orders and accepted by the Company in writing upon these Terms & Conditions only which shall prevail over any other Terms & Conditions set out in any document from the Customer.
2.2 The Company shall take all reasonable steps to complete the Services within the time scales intimated by the Company to the Customer, however, time shall not be of the essence in respect of any Agreement or any of the Services or part of the Services thereof provided by the Company and the Company shall not be liable for any liability whatsoever either directly or indirectly attributable from the result of the late delivery of any Goods, Services or document.
2.3 The Customer shall be solely responsible for ensuring the full and correct identification of the Services confirming that it complies with their requirements and is correct in all respects. Any delivery times given are an estimate only and time shall not be of the essence in respect of any part of the Services.
2.4 Where the Customer requires the Company to provide any additional Services or to carry out further work or duties not ordinarily carried out by the Company and/or not set out in written quotation or advice note the parties shall enter into a separate agreement in respect of the same and the Company will be under no obligation in respect of such further work until such time as the further agreement is signed on behalf of both parties and the appropriate sum due paid in advance.
2.5 The Company shall be entitled to determine the manner of delivery and/or the performance of any of the Services at their sole discretion. The Company reserve the right not to accept Orders in their absolute discretion.
2.6 All descriptions of Goods are approximate only and the Company reserves the right to replace any product or Goods quoted with a similarly equipped model at their sole discretion. If any Goods are unavailable and a substitute product is suggested the Customer has the right to withdraw their Order without liability.
2.7 The provision of the Services is subject to the available research and technical information available and subject to provision of proprietary information from third parties including vendors, manufacturers and developers. Although the Company will use its reasonable endeavours to resolve any technical problems and carry out the Services in a timely and efficient manner, the client accepts that the Company may not be able to resolve all technical difficulty because of this third party information requirement. Should there be a fault with goods within 12 months of sale the Company will repair or replace (at their sole discretion) such items free of charge (fair wear and tear excepted).
2.8 All Services provided via the company’s website are subject to the Website Provisions.
2.9 The Customer has the right to cancel any Order prior to dispatch of Goods without penalty.
2.10 The Customer has the right for 30 days (“cooling off period”) from the date of delivery of any Goods ordered online from the Company to cancel any Order without charge solely on the basis that any Goods sent to the Customers are promptly returned in the same condition as when sent, including all packaging. Failure to comply with this clause shall entitle the Company to charge for all costs and losses associated or flowing from such breach.
3. Customer’s Obligations
3.1 The Customer shall:
3.1.1 make available to the Company and/or any appointed professional adviser full instructions and complete and accurate information to allow the Services to be carried out correctly and in accordance with this Agreement and in accordance with English and Welsh Law;
5.1 Save in respect of claims for death or personal injury arising from the Company’s own negligence, in no event shall the Company be liable for any Liability Whatsoever including without prejudice to the foregoing any loss of data, lost profits, loss of anticipated savings, loss of business, loss of enjoyment, nor for any other damage that is an indirect or of a secondary consequence of any act or omission of the Company whether such damage was reasonably foreseeable or actually foreseen.
5. Liability & Insurance
the other party commits a material breach of any of the Terms of this Agreement and if the breach is capable of remedy fails to remedy the said breach within seven days after receipt of notice in writing to do so; or
the other party becomes subject to an Administration Order, a Receiver or Administrative Receiver or similar appointment or if an encumbrancer takes possession of any of the other party’s property or assets or if any other party enters into an agreement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent within the meaning of the Insolvency Act 1986 or ceases to be able to pay its debts as they fall due.
6.3 The Company may terminate all Agreements with the Customer at any time by twenty eight days notice in writing to the Customer without having to give reasons and without being liable for any liability whatsoever occasioned by the Customer in respect thereof howsoever arising.
6.4 Termination of this Agreement and these Terms & Conditions howsoever occasioned shall be without prejudice to any of the rights or remedies of the Company nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to continue in force on or after such termination.
7.6 Nothing in this Clause shall prevent the Company from exploiting any drawings, inventions or software or other product or service that it develops during the term of the Agreement with the Customer and all moral and intellectual property rights in such material shall remain solely vested in the Company.
8.1 The Customer shall indemnify the Company fully against any losses, liabilities, costs or expenses which the Company may incur as a result of any work done in accordance with the Customer’s express specifications which involves or results in any infringement of any third party right, breach of any statute, bye-law or which in any other respect causes the Company to be liable to any third party or any government authority in respect of any breach of statutory duty, tort or breach of contract or such other claim incurred as a result of information or requests made by the Customer to the Company.
9. Agency Partnership
11.2 Without prejudice to the generality of the previous Clause, causes beyond the reasonable control of the Company will include:
11.2.1 acts of God, explosion, flood, lightening, tempest, fire or accident;
11.2.2 war, hostilities, invasion, act of foreign enemies;
11.2.3 rebellion, revolution, insurrection, military or usurped power or civil war;
riots, civil commotion or disorder;
acts, restrictions, regulations, bye-laws, refusals to grant licences or permissions, prohibitions or measures of any kind on the part of any governmental authority;
import or export regulations or embargoes;
strike, lock-outs or other industrial actions or trade disputes of whatever nature whether or not involving employees of the Company or any third party;
default of suppliers or sub-contractors for any reason whatsoever where such delay is beyond the reasonable control of the Company;
incompleteness or inaccuracies of any technical, financial or other information or other information or obligations which are the responsibility of the Customer or any other third party;
any failure, default, delay or non-performance of any act or omission of any nature whatsoever on the part of the Customer, its employees, agents, suppliers or sub-contractors.
12.1 All notices under these Terms & Conditions or under any Agreement shall be in writing and shall be deemed to have been duly given:
12.1.1 when delivered if delivered by hand during normal business hours;
12.1.2 when sent if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
on the second business day following mailing if mailed by national ordinary first class mail postage pre-paid.
In each case, all notices must be addressed to the most recent address, e-mail address or facsimile number notified to the other party.
13.1 If any provision of these Terms & Conditions is prohibited by law or adjudged by a Court of competent jurisdiction to be illegal, unlawful, void or unenforceable in whole or in part then the provision shall to the extent required be severed from these Terms & Conditions and be rendered ineffective as far as possible without modifying the remaining provisions of these Terms & Conditions and shall not in any way affect any of the circumstances of or the validity of or the enforcement of the other Terms & Conditions contained herein.
The Customer and the Company agree that should any provision of these Terms & Conditions be invalid or unenforceable then they shall forthwith enter into in good faith negotiations to amend such provision in such a way that as amended it is valid and legal and to the maximum extent possible carries out the original intent of the parties as to the point(s) in question.
In this Agreement, unless the context otherwise requires:
19.1.1 words importing the singular number includes the plural number and vice versa;
19.1.2 words importing persons include firms, companies, corporations and vice versa;
references to numbered clauses and schedules are reference to the relevant clause or schedule to these Terms & Conditions.
the headings of any clause and paragraph in these Terms & Conditions shall not affect their interpretation.
any reference to any enactment include reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bye-law made under that enactment.
any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.
any party who agrees to do something shall be deemed to fulfil that obligation if that party procures that it is done.
in the case of conflict or ambiguity between any provision contained in the body of these Terms & Conditions and any provision contained in any schedule, letter of engagement, Fee Agreement or other letter from the Company to the Customer the provision in the body of these Terms and Conditions shall take precedence.
nothing in these Conditions shall exclude or restrict the statutory rights of the Customer who deals as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended.
no change, alteration or modification to these Terms & Conditions or any Agreement shall be valid unless in writing and signed by duly authorised representatives of both parties.