Purecontent Media Limited (“Pure Content”) TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1. Application of conditions
1.1 These terms and conditions (these “Conditions”) shall apply to and be incorporated into the Contract; and 1.1.1.prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing. 1.1.2. The Customer’s purchase order, or the Customer’s acceptance of a quotation for Services by Pure Content, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by Pure Content other than: i.by a written acknowledgement issued and signed by Pure Content; or ii.(if earlier) by Pure Content starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern this agreement.
1.2. Quotations are given by Pure Content on the basis that no agreement shall come into existence except in accordance with condition 1.2. Any quotation is valid for a period of 30 days from its date, provided that Pure Content has not previously withdrawn it.
2. Interpretation
2.1. The definitions and rules of interpretation in this condition apply in these Conditions“.
“Contract” means the Customer’s purchase order and Pure Content’s acceptance of it, or the Customer’s acceptance of a quotation for Services by Pure Content under condition 1.2 incorporating these Conditions;
“Customer” means the person, firm or company who purchases Services from Pure Content;
“Customer’s Equipment” means any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services; “Deliverables” means all documents, products and materials developed by Pure Content in relation to the Services in any form, including written and printed material, data, reports and scripts (including drafts);
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Pre-existing Materials” means all Documents, information and materials provided by Pure Content relating to the Services which existed prior to the commencement of this agreement including computer programs, data, reports and specifications;
“Pure Content” means Purecontent Media Limited, a company incorporated in England (number 06309527) whose registered office is at 2nd Floor, Lawrence House, St Andrews Hill, Norwich, NR2 1AD, United Kingdom;
“VAT” means Value Added Tax chargeable under English law for the time being and any similar additional tax.
3. Commencement and duration
3.1. The Services shall be provided by Pure Content to the Customer from the date of acceptance by Pure Content of the Customer’s offer in accordance with condition 1.2 or such other date as Pure Content and Customer agree.
3.2. The Services shall continue to be supplied until their completion unless the Contract is terminated in accordance with condition 10.
4. Pure Content’s obligations
4.1. Pure Content shall use reasonable endeavors to provide the Services, and to deliver the Deliverables to the Customer in accordance in all material respects with the Contract.
4.2. Pure Content shall use reasonable endeavors to meet any performance dates agreed with the Customer, but any such dates shall be estimates only and time shall not be of the essence of the Contract. In particular, although Pure Content shall use reasonable endeavors to ensure that its content management system is operable, Pure Content accepts no liability for delay or failure to provide the Services as a result of the non- availability or poor performance of such system.
4.3. Where the Customer has ordered daily news services, Pure Content will endeavor to provide these every weekday by the time agreed with the Customer. News services will not be supplied on weekends,, 25th December, 26th December, 1st January
5. Customer’s obligations
5.1. The Customer shall: 5.1.1.co-operate with Pure Content in all matters relating to the Services; and 5.1.2.provide, in a timely manner, such material and information as Pure Content may request and ensure that it is accurate in all material respects.
5.2. If Pure Content’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, Pure Content shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.3. The Customer shall be liable to pay to Pure Content, on demand, all reasonable costs, charges or losses sustained or incurred by Pure Content arising from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Pure Content confirming such costs, charges and losses to the Customer in writing.
5.4. The Customer shall not at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from
Pure Content or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Pure Content in the provision of, or connected with, the Services.
5.5. In the event of a breach by the Customer of condition 5.4, the Customer shall pay to Pure Content on demand a sum equivalent to 20% of the then current annual remuneration of Pure Content’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee or sub-contractor, such sums being a genuine pre-estimate of Pure Content’s loss and not being a penalty.
6. Charges and payment
6.1. Unless otherwise agreed by Pure Content in writing, Pure Content shall invoice the Customer on the first working day of each month for the Services that have been ordered by the Customer for the coming month.
6.2. The Customer shall pay each invoice submitted to it by Pure Content, in full and in cleared funds, within 30 days of receipt.
6.3. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Pure Content on the due date, Pure Content may: 6.3.1.claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
6.4. suspend all Services until payment has been made in full. Time for payment shall be of the essence of the Contract.
6.5. All sums payable to Pure Content under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.5 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.6. Pure Content may, without prejudice to any other rights it may have, set off any liability of the Customer to Pure Content against any liability of Pure Content to the Customer.
6.7. Annual Price Increase – Notwithstanding anything contained herein to the contrary, the estimated Service Fees set forth in this proposal shall remain in effect for at least 12 months. Thereafter Pure Content Media Limited reserves the right to increase the price of the Services annually on 1 January, such increases shall not exceed the percentage change of the Retail Prices Index for the previous 12 months.
7. Intellectual property rights
7.1. Subject to payment for the Deliverables in accordance with condition 6, as between the Customer and Pure Content, all Intellectual Property Rights and all other rights in the Deliverables shall be owned by the Customer.
8. Confidentiality and Pure Content’s property
8.1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Pure Content, its employees, agents or sub-contractors and any other confidential information concerning Pure Content’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know the same for the purpose of discharging the Customer’s obligations to Pure Content, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
8.2. This condition 8 shall survive termination of the Contract, however arising.
9. Limitation of liability
9.1. This condition 9 sets out the entire financial liability of Pure Content (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: 9.1.1.any breach of the Contract; 9.1.2.any use made by the Customer of the Services, the Deliverables or any part of them; and 9.1.3.any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.