Terms and Conditions for the Provision of Dillington Advertising Services
Somerset County Council will provide Dillington Advertising Services as requested by you (the Customer) at the agreed Charges.
Unless specified otherwise and always subject to this Agreement Somerset County Council will deliver the Services within the agreed period.
This Agreement and any documents referred to herein constitutes the whole and only agreement between the parties relating to, and supersedes and extinguishes any prior drafts, previous agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing between the parties, in connection with the subject matter hereof.
Subject to this Agreement Somerset County Council will provide the Services as detailed in your order request.
We will deal promptly with queries or problems relating to the performance of the Services and use reasonable endeavours to correct or procure the prompt correction of Service defects.
Somerset County Council may sub-contract the provision of the Service without the consent of the Customer.
2. Hours of Service
Our hours of Service are Monday to Friday 8.30am to 5.00pm, excluding public and statutory holidays.
Cancelled orders will be subject to a cancellation fee which may be the full value of your order.
4. Charges and Payments
All Charges are exclusive of VAT which will be charged at the prevailing rate.
All amounts due under this Agreement shall be paid within thirty days of the invoice date.
Method of payment instructions will be as detailed on the invoice.
Failure to pay by the due date will incur interest at the rate of 2% above the bank base rate of the Royal Bank of Scotland.
5. Limits of Liability
To the extent permitted by legislation our entire liability for actual damages whether in contract or in tort will be to correct the default at our own cost or where this is not possible to refund the fees or as applicable the portions of the fees received from you in respect the default.
In no event are we liable for (i) loss of profits, any special, indirect or consequential loss; (ii) loss of business, anticipated savings or goodwill.
All warranties, conditions, representations or terms other than those expressly set out in this
Agreement are excluded, including (but not limited to) conditions, warranties and representations implied by statute, common law or otherwise.
We both agree to keep confidential all information (including the terms of this Agreement) and documentation concerning the business or trade secrets, know-how or methods used by the other party in carrying on business (“Confidential Information”), obtained from the other pursuant to or in connection with this Agreement at all times. We may only disclose
Confidential Information to those personnel who require such Confidential Information for the purpose of carrying out their obligations under this Agreement.
We both agree that we shall not use any Confidential Information provided by the other for any purpose other than the performance of our respective obligations nor copy or disclose any such Confidential Information to any third party without the written consent of the other’s authorised representative.
The provisions of this Clause 7 shall not apply to Confidential Information which the recipient can show to the disclosing party’s reasonable satisfaction:
· was known to the recipient (without obligation to keep the same confidential) at the date of its disclosure;
· is after the date of disclosure lawfully acquired by the recipient in good faith from an independent third party who is not subject to any obligation of confidentiality in respect of such Confidential Information;
· in its entirety was at the time of disclosure or has become public knowledge otherwise than by reason of the recipient’s neglect or breach of the restrictions set out in this or any other agreement; or
· is independently developed by the recipient without access to any or all of the Confidential Information.
Nothing in this Clause 7 shall prevent either party from disclosing confidential information to the extent such disclosure is required by law, judicial action, recognised stock exchange, governmental department or agency or other regulatory authority to be disclosed in which event the recipient shall take all reasonable steps to consult and take into account the reasonable requirements of the other party in relation to such disclosure.
Each party will comply in all respects with the provisions of the Data Protection Act 1998.
The obligations in this Clause 7 shall be effective for a period of five years from the date of Order acceptance.
8. Force Majeure
· We are not responsible for events outside our control. If either party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure event then:
that party’s obligations under this Agreement shall be suspended for so long as the Force Majeure event continues and to the extent that party is so prevented, hindered or delayed.
· as soon as reasonably possible after commencement of the Force Majeure event the party prevented from fulfilling its obligations shall notify the other party in writing of the occurrence of the Force Majeure event, the date of commencement of the Force Majeure event and the effects of the Force Majeure event on its ability to perform its obligations under this Agreement;
· we shall use reasonable efforts to mitigate the effects of the Force Majeure event upon the performance of our obligations under this Agreement and as soon as reasonably possible after the cessation of the Force Majeure event we shall fulfil our obligations.
No omission to exercise or delay in exercising on the part of any party to this
Agreement any right, power or remedy provided by law or under this Agreement shall constitute a waiver of such right, power or remedy.
Neither party may delegate or assign its rights or its obligations under this
Agreement, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.
11. Governing Law
This Agreement shall be governed by and interpreted in accordance with English law. The parties irrevocably submit to the non-exclusive jurisdiction of the English courts to settle any disputes which may arise in connection with this Agreement.