Terms and Conditions

  1. APPLICATION OF CONDITIONS
    1. In these Conditions, the “Broker” means the person or organisation acting as an a officially appointed agent. The Broker may represent advertisers using mailing lists or insert programmes (Buyers). The “Buyer” means the individual firm, company or other party with whom the Broker contracts the “Contract” means the agreement made between the Broker and the Buyer for the sale or use of the Materials as set out in Clause 6 (g). The List Owner means the individual firm, company, Broker or other party who has any interest in the list forming the whole or part of the subject matter of the Contract. The “Materials” shall mean the data lists, product despatches, third party inserts in the Contract between the Broker and the Buyer. The “Terms and Conditions” refers to these terms and conditions. The “User” means the Buyer or his Broker.
    2. The Terms and Conditions are applicable to the Buyer, and are also binding on any agents, sub-agents, contractors, sub-contractors, licensees, any type of third parties whom the Buyer chooses to employ, directly or otherwise (provided such instructions are carried out as required), and that the Buyer warrants that any such persons or firms thus engaged will comply fully with these obligations attributed to the Buyer in these Terms and Conditions. In addition, the Buyer will indemnify the Broker for damages, with all costs suffered as a result of any breach of the Terms and Conditions by such persons or firms who have undertaken work on the Buyers behalf.
    3. The Contract shall be subject to the Terms and Conditions; any representation or warranty made by or on behalf of the Broker prior to the Contract whether orally or in writing is hereby expressly excluded and shall be of no effect.
    4. Unless otherwise agreed in writing, and signed by the Broker, the Terms and Conditions shall override any Terms and Conditions stipulated, incorporated, referred to by the Buyer in his order or any other document or during pre-contract negotiations.
    5. The Broker reserves the right to insist that the Buyer notifies him in writing of the full name and address of the Buyer and all its branches and where the Buyer is a limited company its registered office and the names of all persons who have authority to bind the Buyer. If the information is not provided within seven days of request, the Broker may terminate the Contract and the rights and liabilities of the parties shall be the same as if the Contract had been cancelled in accordance with the provisions of paragraph 5(a)
    6. The Contract shall be personal to the Buyer who shall not be entitled to assign sub-contract or sub-let the benefit or the burden of the Contract without the prior written consent of the Broker.
    7. The Broker will not be prejudiced by any forbearance granted to the Buyer, nor by any waiver by the Broker of any future breach.
    8. Unless the Broker agrees in writing, the price for the Materials shall be as follows:
      1. The rental charge for the use of a List once only on the date agreed for the purpose agreed between the parties.
      2. The cost of the Materials on which the List is supplied.
      3. The fee schedule for product despatches or third party inserts
      4. The price appears in the Broker’s List rental rates and fee schedule from time to time but the Broker reserves the right to increase the List rental rates and fee schedule at any time.
      5. The rental charge for the use of a List once only on the date agreed for the purpose agreed between the parties.
      6. The cost of the Materials on which the List is supplied
      7. Items from the following list:
        Preliminary work undertaken by the broker at the buyer’s request whether experimental or otherwise.
        In accordance with Terms and Conditions #4 & #5
        More than one use of the list if such further use shall be agreed in accordance with clauses 7(a) and 7(c) herein.
        VAT is payable (whether or not mentioned in any quotation or invoice) in addition to the price and any additional charges.
        All orders must be prepaid net and in cash unless, at the brokers discretion, a monthly account has been set up. Where the execution of a job extends over a period exceeding one month, the broker will, if the broker deems it appropriate, invoice all work carried out by the broker monthly or at such other times as may be agreed with the buyer and all such charges will be payable forthwith net and cash.
        Final payment is due within thirty days of delivery of the broker’s invoice.
        Not withstanding the above, the broker shall, at the request of the buyer and in the broker’s absolute discretion open an account facility for the buyer for payment to be remitted to the broker on a calendar monthly basis. See also Terms and Conditions #9.
        The broker will take all normal steps to obtain payment including instigating legal proceedings in the same of the list owner where the broker is unable to obtain payment from the user. Such legal proceedings will not be instigated unless the list owner provides the broker with a full indemnity against the costs involved and any loss that the broker might incur.
        In the event of the insolvency/liquidation of the user, the broker will only be liable for the list owners reasonable costs of address production delivery and handling charges. In the event that any recovery is made following the insolvency/liquidation, such sums shall be applied to reimburse sums paid by the broker to the owner and any surplus will be remitted to the list owner after deduction of the broker’s commission, which shall be at the agreed percentage of the full sum recovered.
  2. ACCEPTANCE OF ORDERS
    1. The Broker shall be under no obligation whatsoever to make contact with the Buyer and shall not be required to give any reason for refusal to contract.
    2. The buyer shall provide two examples of each items intended to be mailed for submission to the broker and acceptance of a buyer;s order shall not be deemed to have taken place unless and until the Broker shall, in his absolute discretion, have confirmed such order is acceptable. See also Terms and Conditions #9
  3. DELIVERY AND TIME
    1. The Broker shall notify the Buyer when the materials are available for collection by the buyer. Alternatively, the buyer may request the broker to deliver the materials to him or to his nominated clients, in which case the Broker shall be entitled to charge the Buyer for the costs and expenses of such delivery. Delivery shall be deemed to have taken place when the materials are handed into the custody of the person collecting the materials on behalf of the Buyer, when posted or delivered into the custody of any carrier or messenger, whether appointed by the Buyer or the broker.
    2. Whilst the Broker shall make every effort to complete the contract within the time quoted, time shall be of the essence of the Contract unless specifically agreed by the Broker in writing.
    3. In the event of the Buyer requesting expedited completion of the contract the Broker shall use his best endeavours to complete the Contract in accordance with the Buyer’s request but shall be entitled to charge the Buyer for any overtime or other additions necessitated by or in connection with the request.
  4. CANCELLATION
    1. The Broker shall be entitled to cancel the Contract and any future contract;
    2. In the event of the Buyer failing to make payment to the broker within the term specified in Terms and Conditions #2(d)
    3. In the event of the buyer failing to give instructions for delivery or collection of the materials.
    4. In the event of a receiver being appointed over the whole or any parts of the assets of the undertaking of the Buyer or a winding up order is made against the Buyer or he Buyer goes into liquidation or make any arrangements with his creditors or commits any act of bankruptcy.
    5. In accordance with Terms and Conditions #10
    6. If the Buyer shall, in the Broker’s opinion, have breached the provisions of Terms and Conditions #7. In any such case, the Broker shall be entitled to charge the Buyer any costs, charges or expenses (both direct and consequential) incurred by the broker by reason of such cancellation and such expenses will be reimbursed by the buyer orthwith.
    7. Cancellation of the Contract by the Buyer will only be accepted at the sole discretion of the Broker and unless otherwise agreed in writing, only upon condition that any costs, charges or expenses (both direct or consequential) incurred by the Broker by reason of such cancellation will be reimbursed by the the Buyer forthwith. Acceptance by the Broker of any cancllation by the Buyer will only be binding upon the Broker if it is made in writing.
  5. BROKERS RIGHTS AND OBLIGATIONS
    1. Quotations of the number of names and addresses included in a list or product despatch programme are approximate only.
    2. A small percentage of dummy names and addresses shall be included in all lists to enable the Broker to monitor usage.
    3. Lists and despatch programmes are not built up from any personal knowledge of any particular trade and the Broker relies upon the description of a list or despatch programme accorded to him by the List OWNER. No warranty is therefore given as to the accuracy of any list or programme and the accuracy of any list is not a condition of the Contract.
    4. Whilst every effort is made by the Broker to supply accurate information on the data list or programme, The Broker does not guarantee the result of any mailing, telephone campaign or accept liability in the event of failure.
    5. Liability is not Accepted by the Broker for any loss resulting from non-delivery of mail, save that the Buyer shall be entitled to reply upon the list Owner’s specific conditions. The Broker shall supply the Buyer a copy of the List Owner’s specific conditions at the Buyer’s request.
    6. Information concerning postal regulations will be given by the Broker at the request of the Buyer, but on the strict understanding that no responsibility is accepted by the Broker for the accuracy of such information. The Buyer should refer to the Royal Mail guide.
    7. Damages for consequential loss or otherwise in respect of any claim by the Buyer arising out of or in connection with the Materials or their supply or any breach of Contract by the Broker shall, in any event, be limited to the price of the Contract. The List Owner and the Buyer acknowlegde that the Broker is contracting as agent on the behalf of the List Owner who is the principal in any contract and therefore the Broker will not be liable under the rental agreement except as provided by the Terms and Conditions and List Owner acknowlegdes that in the event of non-payment or other default by the buyer the List Owner shall have no right to recover from the Brokers any sum due to it from the Buyer.
    8. The Broker shall require the completion of a List Owner warranty in respect of all Lists containing consumer names supplied by a List Owner. Completion and signature of the warranty will be regarded as evidence of the List Owner’s compliance with the terms thereof.
    9. The Broker reserves the right without prior notification to use part or all of the selection criteria requested by the Buyer and to make further inclusions or exclusions as deemed appropriate in order to fulfil a contract. See also Term and Conditions 9
  6. LIST EXCHANGES
    1. The following provision (b) shall apply where the Broker arranges for a list Owner (the first List Owner) to agree with another List Owner (the second List Owner) to rent out his list once to the second List Owner in consideration of the second List Owner agreeing to rent out his list once to the first List Owner in lieu of a rental charges by either List Owner to the other.
    2. The Broker shall be entitled to charge to each List owner a fee to be payable by the relevant List owner when he takes delivery of the other List Owner’s list. The fee shall be 20% of the rental charge for the use of the list by that List unless otherwise previously agreed.
  7. GUARANTEES (RIDER)
    1. If at any time the Broker shall give a written guarantee as to price and for the numbers of names and addresses included on a list such guarantee shall be subject to an allowable discrepancy of 15% more or less.
  8. FORCE MAJEURE
    1. Notwithstanding the provisions of paragraph 4(b) the Broker shall not be liable for any loss suffered of incurred by the Buyer as a result of the Broker being unable to perform the Contract by reason of any act of God, War, Lockout, Strike, Fire, Flood, delay in transit, postal delay, riot or any other unexpected or exceptional cause or circumstance beyond the Broker’s control, in which case the Broker shall be entitled to cancel the Contract or delay the performance thereof for as long as reasonably necessary.
  9. ENFORCEABILITY
    1. If at any time any one or more of the provisions of the Terms and Conditions become invalid, illegal or unenforceable under law or is held by a Court to be invalid, illegal or unenforceable the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
  10. JURISDITION
    1. The Terms and Conditions and each and every contract pursuant thereto shall be governed by and construed in all respects in accordance with the laws of England, and the Broker and Buyer herby agree to submit to the jurisdiction of the English Court.