BUSINESS LEAD CONNECTIONS LTD

STANDARD TERMS AND CONDITIONS

The following terms and conditions are applicable to any contract entered into by Business Lead Connections Ltd (“BLC Ltd”) with a customer for the provision of lead generation links, banners, (“the Customer”), or any other service as set out in the sales order confirmation form. They are also applicable to any renewal of such provision.

PAYMENT TERMS:

  • (a)Acceptance by BLC Ltd of any service set out in a sales order confirmation form is subject to BLC Ltd being satisfied in its sole discretion with the result of any credit check conducted by BLC Ltd or on its behalf.
  • (b)Unless stated to the contrary in the confirmation of order all invoices are due for payment by the Customer within 30 days of receipt of the invoice.
  • (c) All monies payable to BLC Ltd in accordance with these terms and conditions shall be paid to it by the Customer within 30 days of the date of rendering the relevant invoice by BLC Ltd to the Customer and interest will be charged on overdue payments at the rate of 10%, or such other rate determined by BLC Ltd from time to time, per annum. We understand and will reserve our right to claim compensation for debt recovery costs under late payment registration if we are not paid according to agreed credit terms.
  • (d)Should the payment terms not be complied with, BLC Ltd reserves the right to terminate the service until payment is received.
  • (e)Where the Customer elects to cancel a service provided by BLC Ltd which has been paid for by the Customer on an annual basis in advance, no refund of monies attributable to the unexpired period shall be due from BLC Ltd to the Customer. Where the Customer elects to cancel a contract for web development services, the unpaid balance of the total contract value shall immediately become due and payable in full by the Customer. BLC Ltd shall not be obliged to allocate to any other goods or services supplied by BLC Ltd monies attributable to such unexpired period or (in the case of a web development contract) to the unpaid balance of the total contract value.

TERMINATION

Termination will only be in effect with one month's written notice, subject to the minimum contracted period, sent to BLC Ltd by e-mail to account contact or registered post.

INTELLECTUAL PROPERTY:

  • (a) The Customer hereby warrants to BLC Ltd that it has or will have the right to provide any and all advertising material, content, data and other information supplied by it for the purposes of this Agreement and hereby undertakes to indemnify BLC Ltd and to hold BLC Ltd fully indemnified in respect of claims of any nature by third parties against BLC Ltd alleging inaccuracy, conversion, defamation, breach of statute, breach of copyright, breach of database rights, breach of “moral rights”, or infringement of any other intellectual property rights.
  • (b)Copyright in the computer programs, templates, web page code, underlying source codes and computer files created by BLC Ltd for the purpose of and in the course of converting material supplied by the Customer remains the exclusive property of BLC Ltd. Where appropriate BLC Ltd hereby grants a non-exclusive licence to the Customer to use its software during the currency of this Agreement, but only for the purpose of updating content and supplying information hereunder.
  • (c)The Customer acknowledges that nothing in this Agreement shall confer on the Customer any licence or right of ownership in the BLC Ltd Brand Features (as defined below) and the Customer will not at any time in the future contest the validity of the BLC Ltd Brand Features. For the purposes of this Agreement “BLC Ltd Brand Features” shall mean all trade marks, service marks, logos, style, format and other distinctive brand features of BLC Ltd that are used in connection with BLC Ltd Websites or with other websites or services which are operated by BLC Ltd for other customers.
  • (d) BLC Ltd shall not be obliged to transfer domain names at the request of the Customer to any third party unless and until all monies due and outstanding from the Customer to BLC Ltd have been paid in full, including any transfer fees payable in connection with such transfer.

CONFIDENTIALITY:

Each of and the Customer undertakes to keep confidential and not to use or disclose to any third party confidential information (including, but not limited to information concerning the other’s business, business plans, customers, surveys, market research, costs or prices) discussed or supplied by the other party, except insofar as such information:-

  • has already entered the public domain;
  • is supplied by a third party free of any restriction as to its use or disclosure;
  • or
  • is required to be disclosed by law or by the order of any court

LIABILITY:

  • (a) BLC Ltd represents and warrants that the services to be provided hereunder will be performed in a professional manner, using due professional care. In the event of a breach of this warranty, or otherwise, BLC Ltd ’s liability (whether founded in contract, tort or otherwise) shall be limited to re-performing the relevant services hereunder as required or, at BLC Ltd ’s option, to an adjustment of BLC Ltd ’s fees to an amount equal to the reasonable value of the services actually provided hereunder.
  • (b)Except for those warranties expressly referred to above, BLC Ltd disclaims all warranties of any kind, express or implied, including without limitation, any implied warranties of suitability or fitness for any particular purpose, or any warranty pertaining to functionality, compatibility or adequacy, or arising out of statute or common law or from any course of dealing or trade usage in relation to the services referred to in this Agreement. BLC Ltd ’s liability to the Customer for damages arising out of any part of this Agreement shall be limited to direct damages, and shall not exceed the amount of any fees paid. Under no circumstances will BLC Ltd be liable for incidental, consequential, exemplary, special or punitive damages including, without limitation, damages (however caused) resulting from loss of data, profits, use, business, or monies deposited for equipment or any affiliated components, or degradation of performance of products or software, even if BLC Ltd has been advised of the possibility of such damage.
  • (c)The Customer acknowledges that in entering into this Agreement it has not relied on any statement, representation or warranty on the part of BLC Ltd or any person employed or engaged by BLC Ltd.

FORCE MAJEURE:

  • (a)Neither party shall be liable for breach of its obligations under this Agreement (other than an obligation to make full payment of any monies outstanding) where such a breach occurs because either party is prevented, hindered or delayed from, or in, performing any of its obligations under this Agreement.
  • (b)For this purpose “Force Majeure” shall mean any cause arising from or attributable to acts or events beyond the reasonable control of the party concerned including, without limitation, fire, flood, lightning, civil commotion, malicious damage, compliance with any law or governmental order, accident to or breakdown of plant, machinery, utilities, computer servers, telecommunications networks or default of suppliers or subcontractors.
  • (c)In circumstances of Force Majeure the obligations of the party so affected shall be suspended for as long as the Force Majeure event continues.

VARIATION:

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

DISPUTES:

  • (a)The parties intend that this Agreement should operate between them with fairness and will endeavour to settle any dispute or difficulty by negotiation.
  • (b)Any dispute arising out of or in connection with this Agreement which cannot be settled by negotiation will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, whose Rules are deemed to be incorporated by reference into this clause except that:
    • (i)the tribunal will consist of one arbitrator who must have the relevant technical qualifications to resolve the issue in question; and
    • (ii)the place of arbitration will be London.

LAW AND JURISDICTION:

This Agreement shall be governed by and construed in accordance with the laws of England & Wales and both parties agree to submit to the jurisdiction of the English courts at all times.