Iwantalocal.com – General Terms and Conditions
1. Iwantalocal.com is a trading name and is wholly owned by Safetech LTD.
2. Any Agreement is deemed to be a business to business agreement between “Client” and “Consultant”.
3. “Consultant”, being, Safetech LTD whose registered office is Field & Co Llp, Central Chambers 227 London Road, Hadleigh, Benfleet, Essex, SS7 2RF.
4. “Client”, being the company, firm, body or person purchasing and/or using the Services provided by the Consultant.
5. The agreement applies to all new Clients and existing Clients and is effective from 15th August 2018.
6. This agreement is with respect to the provision of advertising Services allowing for businesses to advertise their products, services and job vacancies on the Website at iwantalocal.com, hereinafter referred to as the “work.” Whereas, Consultant provides a web-based advertising platform of good standing; whereas, Client wishes Consultant to advertise on their behalf, described more fully herein; and whereas, Consultant wishes to create such advertising; now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:
7.1 “Charges” means the charges as set out in the Quotation and confirmed by the Order; or the Consultant’s published price list or tariff structure in force from time to time.
7.2 “Confidential Information” means all information designated as such by either party in writing together with all such other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel and Clients of either party or information which may reasonably be regarded the confidential information of the disclosing party.
7.3 “Contract” means a Contract, subject to these conditions, for the provision of the Services between the Consultant and the Client.
7.4 “Client” means the company, firm, body or person purchasing and/or using the Services provided by the Consultant.
7.5 “Agreement” means a business to business agreement.
7.6 “Client Content/Data” means text, graphics, photographs, sounds, information, data, music, video, film or any other copyright work publicly available on the Website or provided for publication on the Website either by the Client or any other third party (excluding the Consultant) commissioned by the Client, together with all User Generated Content and information regarding Users (such as, for example, the number of page impressions, Users email addresses or other information posted by Users or depicted by the Website about Users).
7.7 “Consultant” means Safetech Design Limited, company number 08170353, whose registered office is Field & Co Llp, Central Chambers 227 London Road, Hadleigh, Benfleet, Essex, SS7 2RF.
7.8 “Default” means any breach of the obligations of either party (including but not limited to a fundamental breach or breach of a fundamental term).
7.9 “Website” means the Website hosted on the URL www.iwantalocal.com.
7.10 “Information” means information in any form (including visual and textual) published or otherwise made available (directly or indirectly) on the Internet via the Website.
7.11 “Intellectual Property Rights” means patents, trademarks, service marks, database rights, design rights (whether registered or otherwise), applications for any of the foregoing, copyright, know- how, trade or business names, domain names and other similar rights or obligations whether registerable or not and in any territory or jurisdiction (including but not limited to the United Kingdom).
7.12 “Invoices” means Invoices raised by the Consultant for Services provided pursuant to a Contract.
7.13 “Ongoing Services” means web hosting, web optimization, advertising or other Services offered by the Consultant which impose a periodic payment.
7.14 “Order” means a purchase order in respect of the Services requested by the Client and submitted to the Consultant, together with all documents referred to in it.
7.15 “Quotation” means a quotation for an agreed piece of work (incorporating these conditions) provided by the Consultant to the Client in respect of the Services.
7.16 “Server” means the Consultant Internet Server.
7.17 “Services” means the Services which are the subject matter of a Contract, being the work and/or Services or any of them to be performed by the Consultant for the Client pursuant to the Order including, without limitation, the Ongoing Services.
7.18 “User” means any member of the public accessing the Website via the Internet or by any other means.
7.19 “User Generated Content” means all such material posted by Users on the Website.
7.20 “URL” means a uniform resource locator.
7.21 “Advertisement” means the Advertisement developed and applied to the Website “iwantalocal.com” by the Consultant for the Client described in the specification and/or the Advertisement developed and applied to the Website “iwantalocal.com” by the Client under their own accord.
7.23 “Recurring Card Payment” are multiple transactions processed at predetermined intervals, not to exceed one year between transactions, representing an agreement between the Client and The Consultant to purchase Services provided over a period of time.
7.24 Instalment Transaction” is a single purchase of Services billed to the Client in multiple segments, over a period of time agreed between the Client and The Consultant.
7.25 “Direct Debit” and “Standing Order” means a financial transaction in which The Consultant receives automatically paid funds from the Clients bank account. Formally, the Client instructs his or her bank to pay (i.e., debit) an amount directly from the Clients bank account designated by the Client and pay those funds into a bank account designated by the Consultant.
8.1 The Client and Consultant may disclose confidential information one to the other to facilitate work under this agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
• Is already known to the party to which it is disclosed;
• Is or becomes part of the public domain without breach of this agreement;
• Is obtained from third parties, which have no obligations to keep confidential to the parties to this agreement.
Iwantalocal.com is a web-based advertising platform that facilitates companies to advertise their products, services and job vacancies. Further to an Order from the Client, The Consultant will apply the company’s Advertisement to the Website, iwantalocal.com, for viewing by an online audience.
10.1 Your agreement commences with us when you Order our Services. All Services are ordered via the Website.
10.2 The agreement is deemed business to business which is made in line with the distance sales guidelines as laid down by the Competition and Markets Authority (CMA) and the Financial Conduct Authority.
10.3 Any right to a cooling off period is waived further to the Advertisement being made live and available immediately post Order.
10.4 The Consultant does not provide mid term cancellations under any circumstances. The commitment made by the Client to the Consultant at the time of Order must be fulfilled in all circumstances.
11. Terms of Payment
11.1 Prices quoted are net and in Pounds Sterling.
11.2 As consideration for the performance of the Consultant’s obligations under the Contract, the Client shall pay all sums owing pursuant to a Contract to the Consultant.
11.3 For Advertising Services only, the Client shall, at the time of submission of an Order to the Consultant, pay to the Consultant the full amount attributable to the Advertising Services. In the event the Client chooses to pay for Advertising Services by instalments, a deposit shall be paid in the form of one full month’s instalment and one month’s instalment pro-rata.
11.4 The Consultant shall charge the Client for Advertising Services immediately on completion of the Order. Unless otherwise agreed in writing by the Consultant, payment will be made by the Client immediately during the placement of the Order.
11.5 Failure to make agreed instalment payments by their Due Date may result in suspension/disconnection of any Service and/or Ongoing Service.
12.1 We will charge your account for the Services we provide to you in line with our Charges, and you agree to pay us the amount you are charged in accordance with such Charges.
12.2 We may update our Charges from time and time, and any changes will be posted on our Website. We reserve the right to request that you pay for the Services by direct debit, standing order and/or Debit or Credit card and you accept that your Charges may increase if you pay by any other means.
12.3 If a direct debit, Recurring Card Payment and/or Instalment Transaction is dishonoured or cancelled we shall be entitled to pass on to you any third-party charges we incur and in addition, we may lower your credit limit and suspend or terminate your Service.
12.4 If you wish to cancel or change the details relating to your direct debit, Recurring Card Payment and/or Instalment Transaction you must tell us immediately and provide us with an alternative method of payment acceptable to us.
12.5 We will collect the first payment from you at the time of Order. This payment will be paid by you in the form of Debit or Credit card and/or using a secure payment gateway on our Website such as Pay Pal. Further to this payment our Services are immediately made available to you.
12.6 If you request that we provide you with a copy of any invoice and/or receipt previously provided in accordance with these terms and conditions we reserve the right to charge you an additional amount for providing you with this Service.
12.7 If you have a Contract with us you will receive your Invoices, receipts and any agreements by electronic means. It is a condition of this Contract that you provide a valid email address for this purpose and that you keep us informed of any changes to it. You are responsible for ensuring your
electronic mailbox is in proper working order and we shall not be liable for any errors in sending or receiving emails unless caused by our negligence.
12.8 We expect payment on the due date as agreed during the placement of the Order. If this due date falls on a weekend or a public holiday, we expect the payment on the next working day after that date. If you choose to pay by direct debit, and if we make an error in our charges to you, under the direct debit scheme you are entitled to an immediate refund from your bank or building society. You may cancel a direct debit and/or standing order instruction at any time by writing to your bank or building society. If you do cancel your direct debit and/or standing order that you use to pay us, you must also tell us immediately and provide us with an alternative method of payment acceptable to us.
12.9 If you disagree with any item on your invoice, you must notify Customer Services in writing within 30 days of the date on the invoice. After that time, you are deemed to have accepted the invoice. Disputes must be sent to iwantalocal.com Customer Services at firstname.lastname@example.org.
12.10 If any payment for Charges is dishonoured or received by us after the due date you accept that we may charge you an additional fee.
12.11 If we accept that it is our mistake, we will refund any amounts that we have wrongly charged to your account within 30 days of receiving your comments. If you are unhappy with our decision, please refer to the dispute resolution process set out in our Code of Practice.
12.12 We can charge interest at 2% above Bank of England base rate (from time to time) on any amount that is still due 30 days after the invoice date in line with these terms and conditions. This interest will start to apply from 30 days after the due date for payment and will accrue each day until you pay the total amount you owe, whether or not this Contract has ended. Please also note that we may suspend or end your Services immediately.
12.13 You agree to pay all our reasonable costs for collecting any overdue amounts you owe us.
13. Recorded Telephone Calls
13.1 The Client agrees that the Consultant will record selected telephone calls for the purpose of, but not limited to, training, marketing and dispute resolution.
13.2 The Client authorises the Consultant to use the recorded telephone calls as seen fit and if required provide them to third parties for the purpose of, but not limited to, training, marketing and dispute resolution.
14. Delivery and Completion Dates
14.1 The Consultant undertakes to use their reasonable endeavours to provide completed Services to the Client within the time frame stipulated in the Order, or if no time frame is specified, within 30 days of the date on which the Consultant receives an agreement from the Client during the placement of the Order.
Delivery and Completion Dates (Continued)
14.2 The dates and timeframes for carrying out the Services and delivery of any resultant Advertisement are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
14.3 The Consultant will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is a result of the negligence of the Consultant.
14.4 No delay (unless material) shall entitle the Client to reject any delivery or performance or any other Order from the Client or to repudiate the Contract or the Order.
15.1 Where required by the Order, the Consultant shall provide advertising Services. The Consultant agrees to apply the relevant Advertisement in accordance with the Specification as set out on the Website.
15.2 The Client shall generate the Advertisement on the Website in a timely and suitable manner and in a format required by The Consultant. The Client agrees that the Advertisement will not include any material and/or Information which infringes the Intellectual Property Rights of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or needless anxiety or constitutes unsolicited advertising or promotional material.
15.3 The Client unconditionally guarantees that any element of text, graphics or other artwork furnished to and included in the Advertisement on the Website is owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend the Consultant and its subcontractors, partners and/or associates or affiliates from any claim or suit arising from the use of such elements added to the Website by the Client by the Client.
15.4 In the event that the Consultant shall convert the Information and/or Client Content/Data into a display-ready format for the Advertisement an additional charge will be made for its conversion by The Consultant.
15.5 The Consultant including (but not limited to) any of their subcontractors, partners and/or associates or affiliates make no guarantee whatsoever to secure outcomes further to the Client advertising on the Website.
15.6 Any statistics that are provided to the Client by the Consultant are approximate only and based on statistics available at the time of Order.
15.7 The Consultant will make every effort to ensure that the Website is search engine optimised to facilitate the Website being ranked on the search engines; however, the Consultant provides no guarantee to the Client that the Website will rank in any particular position.
16. Advertising and Agreement Renewals
16.1 The Advertising Service that the Consultant provides for the Client is provided for a set period as agreed at the time the Client places the Order with the Consultant.
16.2 In the event the Client no longer wishes to use the Consultants advertising Services the agreement cannot be cancelled. The entire term of the agreement will be charged as per the agreement when the Client Orders the Consultants Services
16.3 The Clients paid Advertisement on the Website and the Agreement with the Consultant will automatically renew at the end of the term. The Client is able to opt out of automatic renewal as detailed in clause 16.7.
16.4 Automatic payment will be made to the Consultant by the Clients preferred payment method on the due date.
16.5 Automatic renewal of the Advertisement will be charged at the current rate as advertised on the Website. Initial discounts that may have formed part of the original Order may not be applied to the auto renewed Contract.
16.6 In the event that the Client decides that automatic renewal of the Advertisement and Agreement is not required it is deemed the Clients full responsibility to inform the Consultant. The Client can inform the Consultant that they no longer want their Advertisement and Agreement with the Consultant to be automatically renewed by writing to: iwantalocal.com, 36 Brook Road, Rayleigh, Essex SS6 7XJ. It is the Clients responsibility in its entirety to ensure that the communication to this effect is received by the Consultant.
16.7 The Client agrees to inform the Consultant that they no longer want their Advertisement and Agreement with the Consultant to be automatically renewed at least Thirty (30) working days prior to the end of the Agreement.
17. Responsibility for Approving Advertisement
17.1 The Client acknowledges and agrees that the Consultant shall feature the Advertisement on the Website based on the information that is added to the Website by the Client. It shall be the responsibility of the Client, and not the Consultant, to review and approve the contents of the Advertisement (including, without limitations, the spelling of names and addresses and the accuracy of telephone numbers etc) at the time of the submission of such Advertisement by The Client to the Website.
17.2 The Consultant shall have no liability to the Client for any inaccuracies in the Advertisement if and to the extent that the Client has failed to review and/or approve (or require amendment (as the case may be)) the Advertisement provided pursuant to the Contract.
18. Search Engine Optimization Services
18.1 Where specified in the Order, the Consultant shall provide search engine optimization Services, which shall entail the Consultant using its reasonable endeavours to improve the ranking of the Advertisement in response to a search engine search, only in relation to the search engines known as, (but not limited to) “Google”, “Yahoo” and “MSN”.
18.2 Whilst the Consultant will use reasonable endeavours to improve the position of the Client’s Advertisement in the nominated Search Engine results in response to a search request, the Consultant does not warrant that this effort is in any way guaranteed.
18.3 The Consultant shall have no liability to the Client for any changes to the position of the Clients’ Advertisement in the nominated search engine results in response to a search.
18.4 Upon termination of the Contract for any reason, the Client shall immediately grant the Consultant the right to access the Advertisement for the purpose of disabling and removing the Advertisement created by the Client and approved by the Consultant removing any other intellectual property belonging to The Consultant.
19. Advertising Hosting Service
19.1 Upon submission to the Website and payment of the Advertisement, the Consultant will feature the Advertisement on the Website as a listing.
19.2 The Consultant shall provide to the Client a secure means of access to the Listing and/or a ‘Back End’ portal to facilitate access.
19.3 The Client shall be solely responsible for the accuracy, legality, and compliance of the Advertisement Information and User Generated Content and will be solely liable for false, misleading, inaccurate, or infringing information contained or referred to therein.
19.4 The Client acknowledges and agrees that the Consultant may be required by law to monitor the Advertisements Content and traffic and if necessary give evidence of the same together with use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.
19.5 The Consultant does not warrant that the Hosting Service or Server in relation to the Clients Advertisement will be continuously available but will use its reasonable endeavours to keep downtime to a minimum.
19.6 The Consultant may need to at times, temporarily suspend the Website for repair, maintenance or improvement of the Website and/or Hosting Service and will give the Client as much notice as is reasonably practicable in the circumstances, before doing so. The Consultant, will also restore the Hosting Service as soon as reasonably practicable.
19.7 The Client accepts the Websites Hosting Service and Server “AS IS” with any faults, or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitations any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.
20. Client Warranties
20.1 The Client warrants that it has the right to include, and permit the Consultant to include, the Information and the Content on the Advertisement, or has obtained the rights from third parties to do so; it will not supply the Consultant with any Information or User Content that is; unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable; harmful to minors in any way; in breach of any third party right under any law or under a contractual or fiduciary relationship; an infringement of any Intellectual Property Rights; unsolicited or unauthorised advertising, promotional material, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; containing software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intentionally or unintentionally a violation of any applicable law and/or regulation having the force of law; data which contravenes the United Kingdom Data Protection Legislation in any way; it will comply with the Data Protection Act 1998.
20.2 The Client accepts that the Consultant is under no obligation to monitor or approve the Information and accepts that the Consultant excludes all liability of any kind for all material comprising the Information.
20.3 The Consultant warrants that it shall perform the Services with reasonable skill and care in accordance with the standards generally observed in the industry for similar Services; and that it will comply with the Data Protection Act 1998.
21. Intellectual Property and Licence
21.1 The Intellectual Property Rights in the Advertisement and the listing shall vest exclusively in the Consultant. As such, the Consultant shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute such material unless specifically agreed otherwise. Further, the Consultant shall be free to use any ideas, concepts, know how or techniques acquired in the Advertisement for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.
21.2 All rights, titles and interests in and to the Intellectual Property Rights in the Information associated with and content of the Advertisement shall vest exclusively with the Client. The Client acknowledges that any Intellectual Property Rights created, developed, subsisting or used by the Consultant in or in connection with the provision of the Services shall be the sole property of the Consultant.
21.3 Nothing in this Agreement grants to the Client any rights to sell or market the Advertisement of Specification to any third party.
22.1 The Client shall indemnify the Consultant against any loss, damage, cost or expense (including reasonable solicitors’ fees and expenses) the Consultant may suffer or incur as a result of any claim by any third party that the Client’s Information or Content infringes the Intellectual Property Right of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or needless anxiety or constitutes unsolicited advertising or promotional material; work done in accordance with the Client’s instructions in hosting of the Advertisement on the Server involving the infringement of any Intellectual Property Right (including but not limited to framing or linking to third parties’ websites): any claim by a third party arising from the Client’s breach of the warranties under Clause 21.1 above.
22.2 The Consultant shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract, the Server, the connectivity to the Internet, the hosting, the Software, their use, application, support or otherwise, except to the extent which it is unlawful to exclude such liability.
23. Indemnity and Limitation of Liability
23.1 The Client shall indemnify the Consultant against any loss, cost or expense incurred by the Consultant arising from any act, omission, neglect or default, of the Client, its agents, or employees.
23.2 Nothing in this Agreement excludes or limits the liability of the Consultant for fraudulent misrepresentation or for any death or personal injury caused by the Consultants negligence.
23.3 The Consultant will not be liable to the Client in contract, tort (including but not limited to negligence), misrepresentation or otherwise for any economic loss of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings), any damage to the Clients reputation or goodwill or any other special, indirect or consequential loss (whatsoever and howsoever caused) which arise out of or in connection with a Contract.
23.4 The Client acknowledges and agrees that the Consultant’s total liability in respect of the warranty provided under clause 12.3 shall be limited to re-performance of the Services or refund of the relevant Contract price.
23.5 Notwithstanding clause 16.4 above, the Client acknowledges and agrees that the Consultant’s total liability in contract, tort (including but not limited to negligence), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid by the Client pursuant to the relevant Contract.
23.6 Neither party shall be liable for any failure in the performance of any of its obligations under the agreement caused by factors beyond its reasonable control.
24.1 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter Post or facsimile transmission.
24.2 Any notice or document shall be deemed served if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by facsimile transmission, at the time of transmission.
25.1 The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
26. Third Party Rights
26.1 A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
27. Fees and Additional Services
27.1 Changes in Client input or direction or excessive changes will be charged at £49.95 per hour. Any work the Client wishes the Consultant to create, which is not specified in the description section of this agreement, or in the agreed proposal will be considered an additional service. Such work shall require a separate agreement and payment separate from and above that specified in this agreement.
28.1 Client agrees to reimburse Consultant for any of the following expenses necessary in completion of the work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation)
29. Assignment of Work
29.1 Consultant reserves the right to assign other designers or subcontractors to the Work, known as outsourcing, to ensure quality and on-time completion of Advertisement application to ‘iwantalocal.com.
30. Reservation of Rights
30.1 All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, copy, or other preliminary materials.
31.1 The Client may publish or disclose information regarding the Work and shall acknowledge the support of Consultant in all such publications.
31.2 The Client will not use the name of Consultant, in any advertising or publicity without the prior written approval from the Consultant.
31.3 The Consultant will not use the name of Client, in any advertising or publicity without the prior written approval from the Client.
32. Copyright Notice
32.1 Copyright is in Consultant’s name. Upon completion of work, the copyright will only be released to the Client upon the Consultant’s signing of the release of copyright. This will be undertaken on completion of full payment of Services rendered by the Consultant.
33.1 Either party may terminate this agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the Client, Consultant shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this agreement.
33.2 If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Consultant and the Consultant shall own all rights to the work.
33.3 The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
33.4 The Client and Consultant are independent parties and nothing in this agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party.
33.5 Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either expressed or implied, on behalf of the other.
34. Law and Jurisdiction
34.1 The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.