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Activ
means the seller of the Services Activ Media Limited a company registered in England
and Wales under number 06326442 whose registered office address is at Elizabeth
House, 73 High Street, Syston, LEICS, LE7 1GQ;
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Advertisement
means any and all advertisement options purchased by you through Activ from time
to time;
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CAP Code
means the rules and guidelines which govern advertising and marketing communications
as set out in more detail at www.cap.org.uk;
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Content
means any text, images, plans, designs, logo, branding, graphics, maps, pictures,
layouts, colouring, shading, drawings or any other record of any information in
any form submitted for the purposes of an Advertisement;
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Data
means any and all information obtained through the Website whether relating to information
obtained from a end user of the Website or information derived from any business,
financial and/or technical data, or other information obtained through the Website;
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Intellectual Property Rights
means patents, rights to inventions, copyright and related rights, moral rights,
trade marks and service marks, trade secrets, trade names and domain names, rights
in get-up, rights to goodwill or to sue for passing off or unfair competition, rights
in designs, rights in computer software, database rights, rights in confidential
information (including know-how and trade secrets) and any other intellectual property
rights, in each case whether registered or unregistered and including all applications
(or rights to apply) for, and renewals or extensions of, such rights and all similar
or equivalent rights or forms of protection which subsist or will subsist now or
in the future in any part of the world;
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Listings
means the different level of advertising services available to you for purchase,
in order for you to place an Advertisement on the Website;
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Order Form
means the application form, order form, text document setting out your preferred
method of Listings, Advertisement, your order, contact and business details, pricing
and all other such details relating to the Services required by you;
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Procedures
means the procedures set out by Activ in relation to completing an Order Form, placing
an Advertisement, payment procedures and any other form of procedure which you are
required to undertake by Activ;
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Regulations
means any statutory legislation and/or regulation which governs advertising and/or
marketing communications on the internet including but not limited to Conduct of
Employment Agencies and Employment Businesses Regulations 2004, Race Relations Act
1976, the Sex Discrimination Act 1976, Disability Discrimination Act 1976, Employment
Equality (Age) Regulations 2006, Consumer Credit Act 1974, Consumer Credit (Advertisements)
Regulations 2004, Trade Description Act 1968, Financial Services and Markets Act
2000, Tobacco Advertising and Promotions Act 2002, Gambling Act 2005 and any other
such act or legislation from time to time amended or updated;
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Services
means the Services Activ agree to perform for you as set out in the Order Form;
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Standard Charges
means the charges shown in Activ’s Website, brochure, Order Form, Listings
or other published literature relating to the Services to be performed by Activ
from time to time;
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you, your
means the person, individual, business, company or other entity set out in the Order
Form requesting the Services;
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Website
means primarily www.activuk.com but where applicable and appropriate in these
Terms, it may also include (but Activ being under no obligation to include) any
other website, domain name owned or controlled through Activ.
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The headings in these Terms are for convenience only and shall not affect their
interpretation.
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Any reference in these Terms to any provision of a statute shall be construed as
a reference to that provision as amended, re- enacted or extended at the relevant
time.
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A reference to writing or written includes faxes
but not e-mail.
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You agree and acknowledge that any material created by Activ in order to provide
the Services to you shall be a part of Activ’s Intellectual Property Rights.
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You warrant that all Content provided by you does not infringe the Intellectual
Property Rights of a third party.
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All charges quoted to you for the provision of the Services are in Pounds Sterling
(£) and are exclusive of any Value Added Tax, for which you shall be additionally
liable at the applicable rate from time to time.
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In order to provide the Services to you, you hereby grant a worldwide, royalty free,
perpetual fully paid up non-exclusive licence (with a right to sub-licence where
required by Activ) to reproduce, use, display, adapt, modify, transmit, download,
stream, publish, air and generally disclose your Intellectual Property Rights using
any media whatsoever to the world
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You will indemnify and hold harmless Activ from and against any claim, liability
that any Advertisement placed by you infringes the Intellectual Property Rights
of a third party or is defamatory in any way whatsoever.
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You agree and acknowledge that any and all Data shall belong to Activ and you further
undertake at the request and reasonable expense of Activ to execute all such documents
and do all such further acts as Activ may reasonably required by Activ in order
to give effect to the terms of this clause.
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You warrant to Activ that any Content or other information provided by you and its
use by Activ for the purpose of providing the Services will not infringe the copyright
or other rights of any third party and you will indemnify Activ against any loss,
damages, costs, expenses or other claims arising from any such infringement.
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Activ warrants to you that the Services will be provided using reasonable care and
skill and, as far as reasonably possible, in accordance with the Order Form and
at the intervals and within the times referred to in the Order Form.
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Subject to these Terms Activ shall endeavour to make the Website available to all
end users but you acknowledge and agree that computer and telecommunications systems
are not interrupted or fault free and Activ do not make any representations or warranty
in relation to such systems. You further acknowledge and agree that on occasion
Activ may need to take the Website off-line for repair, maintenance and upgrade
purposes and provide no guarantee or warrantee in relation to uninterrupted provision
of the Website.
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All warranties for the security, reliability, accessibility, timeliness, connectivity,
compatibility, integration and performance of the Website are hereby expressly disclaimed
to the fullest extent permitted by law.
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Activ shall have no liability to you for any loss, damage, costs, expenses or other
claims for compensation arising from any Content or instructions supplied by you
which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the
wrong form, or arising from their late arrival or non arrival, in breach of the
CAP Code or Regulations or any other fault by you.
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Except in respect of death or personal injury caused by Activ’s negligence,
or as expressly provided in these Terms, Activ shall not be liable to you by reason
of any representation (unless fraudulent), or any implied warranty, condition or
other term, or any duty at common law, or under the express terms of the Contract,
for any loss of profit or any indirect, special or consequential loss, damage, costs,
expenses or other claims (whether caused by the negligence of Activ, its servants
or agents or otherwise) which arise out of or in connection with the provision of
the Services, and the entire liability of Activ under or in connection with the
Contract shall not exceed the amount of Activ ’s charges for the provision
of the Services, except as expressly provided in these Terms.
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Activ 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 Activ’s
obligations in relation to the Services, if the delay or failure was due to any
cause beyond Activ’s reasonable control.
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These Terms (together with any terms, if any, set out in the Order Form) constitute
the entire agreement between the parties, supersede any previous agreement or understanding
and may not be varied except in writing between the parties. All other terms, express
or implied by statute or otherwise, are excluded to the fullest extent permitted
by law.
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A notice required or permitted to be given by either party to the other under these
Terms shall be in writing addressed to the other party at its registered office
or principal place of business or such other address as may at the relevant time
have been notified pursuant to this provision to the party giving the notice.
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No failure or delay by Activ in exercising any of its rights under the Contract
shall be deemed to be a waiver of that right, and no waiver by Activ of any breach
of the Contract by the other shall be considered as a waiver of any subsequent breach
of the same or any other provision.
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If any provision of these Terms is held by any court or other competent authority
to be invalid or unenforceable in whole or in part, the validity of the other provisions
of these Terms and the remainder of the provision in question shall not be affected.
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English law shall apply to the Contract, and the parties agree to submit to the
non exclusive jurisdiction of the English courts.
