All Contracts between Madison3 Limited and the Customer for the sale of Services to Customer (as defined below) are governed by the following terms and conditions (the “Conditions”):
- DEFINITIONS1.1. In these Conditions unless the context otherwise requires:“Commencement Date” means the date set out on the front page of this Contract (as defined below);
“Confidential Information” means confidential information of either party including all trade secrets or other information marked as confidential or which is by its nature confidential including design, drawings, specifications and financial and marketing information;
“Contract” means the contract for the sale of goods or Services by Madison3 to the Customer as set out on the front page of this Contract;
“Customer” means the Customer who purchases a Service from Madison3 (as defined on the front page of this Contract); or Customer of the Customer;
“Fee” in respect of any Service, means a sum representing the agreed sum of money or the fixed monthly amount as set out on the front page of this Contract; in either case exclusive of VAT;
“Service” means the sale of goods and/or services to the Customer by Madison3, details of which are described on the front page of this Contract and otherwise as referred to as described on the relevant Proposal;
- PERIOD OF CONTRACTThis Contract comes in to force on the Commencement Date of the first Service on behalf of the Customer and will, subject to Condition 8 below, continue in full force and effect for a period of one (1) year from such date.
- OBLIGATION OF MADISON33.1. The format of each Service shall be determined by Madison3 after consultation with the Customer. However Madison3 accepts no responsibility for any errors or inaccuracies appearing within the Service on or after the date of implementation.
3.2. Madison3 shall use all reasonable endeavours to market and advertise in line with the agreed marketing strategy plan, in line with agreements outlined on the front cover of this Contract.
3.3. In the case of Madison3 accepting funds on behalf of the Customer, Madison3 shall ensure that funds are transferred to the Customer’s account within agreed timescales.
3.4. MADISON3 reserves the right to alter and amend any component of the Service with reasonable notice given to the Customer.
- OBLIGATIONS OF THE CUSTOMER4.1. The Customer shall provide Madsion3 with all necessary materials in order to allow Madison3 to satisfy its obligations in accordance with the Contract. This includes all digital files, databases, accesses as required.
4.2. The Customer shall ensure that all promotional and marketing materials supplied to Madison3 are not bound by copyright, do not cause public offence and are above all, legal.
4.3. All services should be provided with the reasonable skill and care in accordance with Good Industry Practise. For the purposes of this Condition Good Industry Practice shall mean (i) in a proper, safe and workmanlike manner and with that degree of skill, care, diligence, prudence and foresight reasonably and ordinarily exercised from experienced skilled and competent persons engaged in similar activities under similar circumstances and (ii) using appropriately experienced, qualified and trained personnel.
4.4. If for any reason whatsoever the Customer does not make payment in accordance with the Contract, any outstanding monies due to Madsion3 will become due and payable with immediate effect.
4.5. The Customer shall indemnify MADISON3 in full and on demand in respect of any all claims made against MADISON3 or any liabilities, losses and damages or other costs incurred by MADISON3 and arising out of or in connection with any circumstances relating to the Customer’s business which have or likely to have an adverse effect on the goodwill or reputation of MADISON3.
4.6. The Customer shall immediately notify MADISON3 if; any circumstances arise in relation to its business which may adversely affect the goodwill and reputation of MADISON3 and shall provide MADISON3 with full and accurate information relating to such circumstances.
- FINANCIAL PROVISIONS5.1. MADISON3 shall be responsible for collecting all payments for Services which are sold by the Customers from any deal Website.
5.2. In respect of each Service the Customers deploys from Madison3, the funds set out on the Agreement shall be collected by Direct Debit from the Customer’s account on the 1st day of each month of the Term.
5.3. In respect of any Service provided by Madison3 that does not have an agreed monthly term payment, then payment should be made in concurrence with the terms set out in the Agreement on the front cover of this contract.
5.4. The Customer shall notify immediately Madison3 if, for any reason, the Customer’s bank or agent refuses or is unable to pay any sum due to Madison3.
5.5. Madison3 and the Customer agree and understand that, in carrying out its obligations under this Contract, Madison3 is acting purely in the capacity of the Customer’s agent. Accordingly, Madison3 and Customer acknowledge and understand that all payments for the sale of Services collected by Madison3 are so collected purely in its capacity as agent, and the Customer shall be solely responsible for complying with its own accounting and taxation obligations in respect of such payments;
- CONFIDENTIALITY6.1. Each party shall treat as confidential any Confidential Information disclosed to it under these Conditions and agrees that, subject to Condition 7.3. shall not, unless otherwise permitted under these Conditions or with the prior written consent of the other party, disclose all or any part of the same to any third party and shall use its best endeavours to prevent the unauthorised publication or disclosure of the same by any third party.
6.2. Each party shall ensure insofar as is reasonably practicable that its employees, officers, agents shall be made aware of and shall observe the confidentially obligations contained in this Condition 7.
- LIMITATION OF LIABILITY7.1. Neither party excludes or limits liability to the other party for death or personnel injury caused by the negligence of its employees, agents or sub-contractors.
7.2. Save as provided under Condition 7.1 above, Madison3’s total liability to the Customer in contract, delict or otherwise arising by reason of or in connection with the Contract or howsoever otherwise shall be limited to ten thousand pounds (£10,000) in respect of any one incidents arising from a common cause in any twelve(12) month of period.
7.3. Neither party shall be liable to other party in respect of any indirect, special or consequential loss suffered by the other party and whether or not caused by or resulting from its negligence or the negligence of its employees, agents, suppliers, representatives or resulting from any breach of its statutory duties or any breach of its obligations under this Conditions.
7.4. Madison3 shall not be liable for any acts or omissions on the part of any Customer at any time. The Customer acknowledges that Madison3 acts as an intermediary only and MADISON3 does not warrant and cannot be liable for any decisions made on the part of the Customer.
- TERMINATION8.1. Either party shall be entitled to terminate this Contract by written notice to the other party: 8.1.1. if that other party commits material breach of these Conditions in the case of breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of written notice giving full particulars on the breach and requiring such breach to be remedied.
8.2. Either party shall also be entitled to terminate this Contract with immediate effect by written notice to the other party if the other party: asses a resolution for winding up (otherwise than for the purposes of a solvent amalgamation) or a court make an order to that effect; is declared insolvent or has a bankruptcy order made against it or convenes a meeting of or makes or proposes to make arrangements or composition with its creditors; has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; ceases, or threatens to cease, to carry on business.
8.3. If the Customer terminates this Contract at any time within the Contract period, the Customer shall reimburse Madison3 all costs directly incurred by Madison3 in developing the marketing strategy and its implementation as agreed on the front cover of this Contract. This payment should be made in full and delivered to Madison3 with written notice of termination.
- NATURE OF AGREEMENT9.1. These Conditions contains the entire agreement between the parties with respect to the subject matter of these Conditions, supersede all previous agreements and understanding between parties (whether oral or written) except in the case of a fraudulent or negligent misrepresentation, and may not be modified except by an instrument in writing signed by the duly authorised representative of each of the parties.
9.2. If any provision of these Conditions is held by any court or other competent authority to be void and unenforceable in whole in part, the contract shall continue to be valid as to the other provisions of these Conditions and the remainder of the effected provision.
9.3. Any failure by either party to exercise or enforce any rights conferred upon it by these Conditions shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
9.4. Any notice so given by registered or recorded delivery post shall be deemed to have been served three (3) days after it shall have been posted.
- FORCE MAJEURE10.1. The obligations of each of the parties under these Conditions shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control, including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, in connection with the performance of the Contract (“Force Majeure”).
- ASSIGNATIONThe Customer shall not be entitled to assign, pledge, change or deal in or make over in any way the benefit of this Contract without the prior written consent of MADISON3.
- GOVERNING LAW AND JURISDICTIONThis Condition shall be governed and construed in accordance with the laws of Scotland and the parties agree to submit to non-exclusive jurisdiction of the Scottish Courts.