A CREW SERVICES
1. Placing an Order
By placing an order with the Company, the Company shall create Content for and/or deliver the Services, as set out in the Purchase Order as otherwise agreed in writing between the parties, subject to these terms and conditions ("Conditions"), the Buyer confirms its acceptance of and agreement to these conditions and the provisions of the applicable Fees which shall be deemed to be incorporated into these Conditions. In the event of any variation or inconsistency between these Conditions and the provisions of the applicable Fees, these Conditions shall prevail.
These Conditions (with any variations the Company expressly agrees in writing) shall apply to each party to the exclusion of any other terms and conditions including without limitation any terms or conditions which the Buyer purports to apply under any purchase order, order confirmation, specification or other document.
2. Buyer's indemnity and warranties
The Buyer accepts full legal responsibility in respect of any Buyer Material submitted by it for use by the Company and indemnifies the Company and shall keep it fully and effectively indemnified against any actions, proceedings, claims, demands, damages, costs (including legal costs) and any other liability whatsoever (civil or criminal) arising directly or indirectly and whether or not reasonably foreseeable from (a) the Company's handling, publication or reproduction of Buyer Material, and/or (b) any breach by the Buyer of any obligations, warranties or representations contained in these Conditions or implied by law.
Without prejudice to the generality of the foregoing, the Buyer warrants and represents that:
Buyer Material does not contravene any Act of Parliament in the United Kingdom, law of the European Union, rule of any statutorily recognised regulatory authority, or any other relevant legislation or code of practice;
The publication, republication and reproduction of Buyer Material (whether or not amended in accordance with Condition 3.4) in any medium will not (a) infringe any Rights of any third party, (b) breach any contract, agreement or understanding, (c) be in any way contrary to the law applicable anywhere in the world, or (d) otherwise expose the Company to the risk of any civil or criminal proceedings whatsoever;
In respect of any Buyer Material which contains the name and/or image of any living person, the Buyer has obtained the authority of such person to make use of their name and/or image;
No contamination file, virus, worm or Trojan horse is contained in or will originate from Buyer Material, its content or any linked area or from any e-mail, attachment, message or other documentation supplied by the Buyer;
Buyer Material is legal, decent, honest and truthful and does not infringe the British Codes of Advertising and Sales Promotion or any other relevant codes of any other relevant regulatory body.
3. Supply of proofs and corrections
Buyer Material and copy instructions must be received by the Company in such form and by such date as the Company may specify in the contract.
If Buyer Materials are not received by the date or in the form specified in Condition
The Company cannot undertake to make, nor shall it be responsible for, any alterations or corrections to the Content if requested after the latest date specified for such alterations or corrections.
The Company may (without prejudice to the Buyer's warranties contained in these Conditions) make or require the Buyer to make any amendments, corrections or alterations to the Content that the Company considers in its absolute discretion necessary or desirable, with the Buyer's warranties in these Conditions for legal or regulatory reasons or otherwise.
The Company will use its reasonable endeavours to comply with the wishes of the Buyer in relation to the Services but notwithstanding this, the Company cannot guarantee and does not warrant:
The wording or the quality of colour or mono reproduction of the Content by third parties;
The Buyer shall submit to the Company all Buyer Materials and respond to all requests for approval copy in advance in accordance with the deadlines and timescales set out in the Contractor as agreed between the parties from time to time.
The Company will not be liable for any loss of or damage to any Buyer Materials.
The Company gives no guarantee in relation to the attendance or response rate or take up for any event, special feature, guide, webinar, direct mailing or email campaign or coupons or the number of clicks or page impressions for any online activity.
The Company will only accept a request from the Buyer to postpone, suspend, transfer or cancel an order if the request is received in writing by the Company before any elements of the Contractor Services have commenced. Any such requests after that shall not affect the Buyer's liability for payment for the Services. The Company may treat as a cancellation the fact that the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 before payment in full of the price for the relevant Services or is otherwise in breach of any of these Conditions.
If there is an error in the Content, the Company will not be liable unless this is caused by its neglect or default.
The Buyer shall notify the Company in writing of any error in published Content as soon as practicable. The Company shall not be liable for the repetition of an error in published Content not drawn to its attention in accordance with this Condition.
The Content produced for the Buyer, unless otherwise stated, will be written and produced by the Company on behalf of the Buyer who takes full responsibility for it. The Buyer will be able to submit Buyer Material for use in the Content.
The Company may syndicate any web-based or online content which may be incidental to a content syndication feed which the Company may have with a third party.
The Company may show and/or display the Content and/or the Services for internal purposes and for marketing its services to other prospective Companies
For avoidance of doubt, the Fee is agreed on the basis of the Services activity described in the contract. If the Buyer proposes to use the Content developed by the Company outside the Services (whether during the Term, or following the expiry of the Term), then such use may only take place provided that appropriate remuneration and licensing provisions are agreed in writing between the parties in advance.
B FEES AND PAYMENT
Unless the Company agrees otherwise in writing:
The Fee for any Company Services will be the price specified in the Purchase Order.
In the absence of any other specific arrangement between the Company and the Buyer, 30% of the value of the price specified in the Purchase Order is due no later than 24 hours following the Purchase Order agreement date by both parties. The balance of the price specified in the Purchase Order is due within 30 days of the date of the invoice or completion of the Services, whichever is sooner, except where the Publisher has agreed to allow credit to the Buyer.
The Buyer acknowledges the cost to the Company of late payment of the Company's invoices and accordingly agrees to pay in respect of any payment not made by the due date the aggregate of:
- an administration fee of £75 and
interest (accruing on a daily basis) on the amount unpaid at the rate of 5 per cent above the current UK interest rate as set by the Monetary Policy Committee of the Bank of England from the due date for payment up to the date on which the Company receives the full outstanding amount together with all interest.
The Company reserves the right to charge the Buyer for the cost of the Company's (or its printers') extra production work arising from any exceptional production requirements or any acts or defaults of the Buyer (including without limitation amendments, corrections or alterations made pursuant to Condition 3.4 above).
VAT will be included and itemised separately on Company invoices, where appropriate, at the rate prevailing.
C ENTIRE AGREEMENT
These Conditions, read together with the Fees and the Contract, constitute the entire agreement and understanding of the parties and supersedes any previous agreement between the parties. The Buyer agrees that it has not been induced to enter into these Conditions in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in these Conditions as a warranty. The only remedy available to the Buyer for breach of the said warranties shall be for breach of Purchase Order under the terms of these Conditions and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available.
D LIMITATION OF LIABILITY
The Company shall not be liable for any indirect or consequential loss (including without limitation business interruption and loss of profits, business, goodwill, reputation, anticipated savings, information or data) whether arising out of breach of contract, tort (including negligence), breach of statutory duty or otherwise howsoever; and
The Company's total liability in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising in connection with the performance or contemplated performance of these Conditions shall be limited to (a) refund of its charge for the relevant Services or (in the Company's absolute discretion) (b) the free repeat of the Services or an appropriate corrective or substitute arrangement.
E FORCE MAJEUR
The Company shall not be liable for any of its other obligations under these Conditions caused by circumstances beyond its reasonable control.
Reference to an act or omission of the Buyer shall include any act or omission of any relevant director, employee or agent of the Buyer.
Reference to any Statute or Code of Practice shall be deemed to include reference to such Statute or Code as amended, updated, re-enacted or replaced from time to time, as well as any subsidiary legislation, regulations or statutory instruments enacted under any such Statute.
Nothing in these Conditions shall operate to limit or exclude any liability for fraud or death or personal injury caused by the negligence of the Company or any other person for whose actions the Company is responsible or for any other liability to the extent that such liability may not be excluded or limited as a matter of law.
The Buyer shall pay all monies which are payable by it to the Company without any right of set off, abatement, deduction, discount or withholding in respect of monies due from the Company or alleged to be due from the Company to the Buyer.
No person who is not a party to these Conditions has any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise howsoever to enforce any term of these Conditions. 1.6 These Conditions shall be governed and construed in accordance with the laws of England and each party agrees to submit to the exclusive jurisdiction of the English Courts.
G DATA MANAGEMENT AND DATA PROTECTION
The parties agree that they will at all times comply with the provisions and obligations imposed by Data Protection Laws. All personal data acquired by either party from the other will be returned to the disclosing party on request.
Whilst the Publisher will use reasonable endeavours to forward to the Buyer any responses that it received from individuals wishing to contact the Buyer regarding the Content, the Company accepts no liability in respect of any loss or damage that arises (or is alleged to have arisen) as a result of any delay or omission in forwarding such responses.
Each party agrees to respond promptly to the other in dealing adequately with all enquires received relating to data protection.
The Buyer permits the Company to electronically tag and use such technology as the Buyer considers appropriate with the Content to enable the Buyer to collect such data as the Buyer requires or desires in relation to readership of or "clicks on" its Content. Such data (but not any personal data) to be made available to the Buyer.
Crew Agency Limited may use the information that the Buyer provides to contact the Buyer via mail or telephone from time to time.
In these Conditions unless the context otherwise requires reference to the singular includes reference to the plural (and vice versa) reference to any gender includes reference to the other gender and the following capitalised expressions shall have the following respective meanings and all other capitalised expressions have the meaning ascribed to them elsewhere in these Conditions:
"Buyer Material(s)" means all information, materials and content in any format provided by or on behalf of the Buyer for use in connection with the Services. "Services" means the organised programme of activity undertaken by the Company further detailed in the Purchase Order or Content; 'Purchase Order" means agreement made between the Buyer and the Company for Services and Fees; "Content" means all content, materials, concepts and ideas prepared, created and/or developed for the Services, including Buyer information or activity which advertise, promote, market, sponsor and/or endorse a product or a service which in the case of special feature is printed on the page or reproduced as a copied cutting or separately inserted, and includes any mailing, brochure, guide or catalogue; and in the case of the internet and websites, includes text, graphics, layout, logos, audio or visual material, static and dynamic images, straplines, banner advertisement, hypertext, links, microsites, click through advertising and delivered via whatever delivery mechanism, whether now known or invented in the future, specific details of which are set out in the Contract, or as otherwise agreed by the parties; "Data Protection Laws" means the Data Protection Act 1998 and the Data Protection Principles set out in that Act, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any associated regulations or subordinate legislation and any other applicable data protection and privacy legislation, regulations and guidelines applicable in any place territory where the Content is targeted; Buyer" shall mean the person or company placing an order for Services with the Company, Company" shall mean Crew Agency Limited (company number 6705606), whose registered office is at Royal Victoria Patriotic Building, John Archer Way, London, SW18 3SX;
"Fee" means the Company's current fees in respect of the Company's charges for Services and additional conditions concerning cancellation Rights" means any copyright, extended or revived copyright, design right, registered design right, patent, performer's property right, trade mark, database right, image right, moral right or any similar right exercisable in any part of the world;