Classified Advertising Service - Terms and Conditions of Use

Orders for insertion of Advertisements in Scottish & Universal Newspapers Limited Publications (whose registered office is Campbell Street, Hamilton, Ml3 6AX) web sites are accepted subject to the following Conditions: -

1
Definitions

In these Conditions the following words shall have the following meanings: -
"Advertisement" the advertisement(s) which will appear on the Web Site as part of the Services.
"Charge(s)" the amount to be paid by you to us in return for our providing you with the Services.
"Conditions" means these Advertising Terms and Conditions.
"Intellectual Property Rights" means all copyright, trade marks (registered or unregistered), know-how, design rights (registered or unregistered) and all other intellectual property rights of a similar nature.
"Rate Card" means our rate card in effect for the time being and may include, among other matters, our scale of advertisement rates, technical specifications, copy and cancellation deadlines and setting styles, and further terms and conditions.
"Services" means the advertising services which we agree to supply to you.
"Order" means your placing of an order in English for the Services.
"Web Site" means the web site(s) specified in the Order and on to which we sell Advertisements from time to time.
2
The Agreement
2.1
The Order will constitute an offer by you to acquire the Services. An agreement ("the Contract") between us will only be formed following payment in advance of the Charges by you and our subsequently sending you a written acceptance of your Order by email
2.2
Only private classified Advertisements for motors, property for sale or let, items for sale and personal announcements may be placed on the Web Site. Any trade adverts placed on the Web Site will be removed and may result in any pre-paid fees not being refunded.
2.3
Your use of the Web Site and placing of an Order will be deemed as acceptance of the Conditions.
3
We will:
3.1.1
arrange for the Web Site to be made available. You understand and accept that computer and telecommunications systems are not fault free and may occasionally require periods of downtime (during which the Services shall not be available) for repair, maintenance and upgrading and we cannot guarantee uninterrupted availability. We will however endeavour to minimise any such periods of non-availability. You understand and accept that you shall have no claim for breach of contract or otherwise in respect of any such period of unavailability;
3.1.2
have the right at our discretion to decline to publish, or to omit, suspend or change the position of, any Advertisement otherwise accepted for insertion. However, we will use reasonable efforts to comply with your wishes although we do give no representation, warranty or undertaking as to the date of insertion, the wording, or the quality of the colour or mono reproduction of the advertisement.
3.2
There is no obligation on us to supply voucher copies or tearsheets and their absence shall not affect your liability for the agreed Charges.
3.3
While all reasonable endeavours will be made as soon as reasonably practicable after receipt by us to forward any replies to box numbers to you or as you may direct, we accept no liability in respect of any loss or damage alleged to have arisen through delay in forwarding or omitting to forward such replies. Boxes are open for the receipt of bona fide answers only and are not available for distribution of trade canvassing matter. Original testimonials, goods, cash, stamps or payments of any kind must not be enclosed. A box number and postal address are charged as part of the Advertisement. There is no separate charge for forwarding replies.
4
You will:
4.1.1
pay the Charges for the Services in advance calculated in accordance with the Rate Card and set out in the Order. All prices are exclusive of VAT.
4.1.2
supply us with all necessary content and details to be included within each Advertisement. Electronic files shall have been produced by you using properly licensed software and shall be free from computer viruses;
4.1.3
ensure that each Advertisement complies with all relevant rules of law, regulations or codes of practice. In particular, you will be responsible for checking the following in relation to all Advertisements:
4.1.3.1
the Advertisement is accurate (and each insertion of the Advertisement if more than one). We assume no responsibility for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately the error occurs;
4.1.3.2
the Advertisement contains nothing which is in any way defamatory, obscene or illegal or which infringes copyright or any other Intellectual Property Rights or other rights belonging to a third party or which if published would constitute a breach of contract or of confidence or the publication of which is for any reason unlawful; and
4.1.3.3
it is and will be lawful to publish, issue or cause to be issued the Advertisement and to advertise, sell or supply the products and services referred to in the Advertisement.
4.2
You warrant that in relation to an Advertisement, you contract with us as a principal notwithstanding that you may be acting on behalf of an advertiser.
5
If we fail to do what we agree
5.1
This Condition 5 shall not apply to death or personal injury caused by our negligence, or for fraud.
5.2
We undertake to use reasonable skill and care in the performance of the Services, provided that:
5.2.1
we shall be under no liability in respect of any defect in the provision of the Services arising from circumstances that fall within the terms of Condition 3.1.1 or which arise as a result of pre-existing errors or mistakes in any images, materials or copy sent to us by or on your behalf in relation to an Advertisement;
5.3
Except as expressly provided in these Conditions, all warranties, conditions, representations or other terms implied by statute or common law as to the quality of the Services or otherwise are excluded to the fullest extent permitted by law.
5.4
If we make an error in, or omission of or from, an Advertisement, we will correct this as soon as reasonably practical and without charge to you.
5.5
We shall have no liability to you at all in respect of errors or omissions, whether or not arising from negligence, for any indirect or consequential loss, loss of business, revenue, or profits; savings you expected to make; or financial loss of any sort.
5.6
Save as provided in Condition 5.1 our aggregate liability to you in respect of the provision of the Services, whether under contact, negligence or otherwise, shall not exceed (at our option) giving you a credit against the Charges for the Advertisement or (in an appropriate instance) publishing the Advertisement for a second time without Charge.
5.7
We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Services if the delay or failure to perform was due to any cause beyond our reasonable control.
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If you fail to do what you agree
6.1
You must indemnify us against any claim, threatened or made against us, by anyone other than you, arising as a result of our performing the Services or as a result of or in connection with any breach by you of these Conditions including, but not limited to, any breach by you of Condition 4.1.3.
6.2
In addition to any other rights we may have, we shall be entitled, in the following circumstances and without liability or having to tell you, to prevent the display of the whole or any part or parts of your Advertisement. These are if:-
6.2.1
in our sole discretion we think:
6.2.1.1
the Advertisement is unlawful, misleading, offensive, prejudicial, inflammatory, fails to meet the requirement of Condition 4.1.3 or otherwise does not comply with the production and quality specification stipulated or referred to in the Rate Card; or
6.2.1.2
the Advertisement is likely to expose us to claims, lead us into prosecution, criticism, or disrepute or cause us embarrassment; or
6.2.1.3
the Advertisement infringes the legal rights of others, and without prejudice to that general position, infringes the Intellectual Property Rights of others.
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Ending the Contract
7.1
We shall not be bound by a stop order or cancellation or transfer of the Advertisement unless it meets the requirements specified on the Rate Card, and any such instruction otherwise than prior to the relevant deadline shall not (even though it be followed by us) entitle you to any refund of the Charges. We may treat as cancellation the fact that you are in breach of the Conditions.
7.2
If notice to cancel is received by us from you at least 2 working days prior to the first publication date of the Advertisement, we shall if requested issue you with a credit note for the Charges if already received by us.
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Intellectual Property Rights
8.1
All Intellectual Property Rights in any material created by us (or by us jointly with you) in carrying out our obligations under this Agreement shall be our exclusive property and to the extent that any such Intellectual Property Rights are not already owned by us, they are hereby assigned by you to us.
9
General
9.1
No amendment or variation of the Contract shall be effective unless it is in writing and signed by or on behalf of each of us.
9.2
Your rights and our rights under the Contract may be exercised as often as necessary; are cumulative and not exclusive of its rights under the general law; and may be waived only in writing. Delay in exercising or non-exercise of any right is not a waiver of that right.
9.3
You and we both acknowledge and agree that in entering into the Contract, and the documents referred to in it, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether a party to the Contract or not) other than as expressly set out in the Contract. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
9.4
If any provision of the Contract is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of the Contract; or the legality, validity or enforceability in any other jurisdiction of that or any other provision of the Contract.
9.5
Where the Website and/or the Services are accessed from England or Wales, or from outside the United Kingdom this Agreement shall be governed by the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the English courts. Where the Website and/or the Services are accessed from Scotland or Northern Ireland this Agreement shall be governed by the laws of Scotland or Northern Ireland respectively and you hereby submit to the exclusive jurisdiction of the Scottish courts or the courts of Northern Ireland respectively.