Terms and Conditions

SponsorSeeker.co.uk T/A Match Marketing UK Ltd

TERMS & CONDITIONS

 v4 dated 26.8.2018

1. Interpretation

• In these Conditions, the following definitions apply:

1.2  “Construction”. In these Conditions, the following rules apply :

• a personincludes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
• a reference to a party includes its personal representatives, successors or permitted assigns; and
• a reference to writingor written includes faxes and e-mails.

2. Basis of Contract
   • The Order constitutes an offer by the Customer to have an Advertisement listed on the Website or be supplied the Services in accordance with these Conditions.
   • The Order shall only be deemed to be accepted when Sponsor Seeker issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
   • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Sponsor Seeker which is not set out in the Contract.
   • Any samples, drawings, descriptive matter or advertising issued by Sponsor Seeker and any illustrations or descriptions of the Publications presented to the Customer by Sponsor Seeker are for the sole purpose of giving an approximate idea of the Publications. They shall not form part of the Contract or have any contractual force.
   • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   • Any quotation (including an RFAS Quote as specified below) given by Sponsor Seeker shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. Supply of Services
   • Sponsor Seeker shall provide the Services to the Customer in accordance with these Conditions.
   • Sponsor Seeker shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
   • Sponsor Seeker shall have the right to make any changes to the Advertisement or in relation to the supply of the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Sponsor Seeker shall notify the Customer in any such event.
   • Sponsor Seeker warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Scope of Services
   • The Services will comprise of the following:
     • the listing on the Website of the Advertisement.
   • If the Customer requires any additional Services then the Customer must submit a written request for the additional Services (“RFAS”) and Sponsor Seeker will provide a quote (“RFAS Quote”) which may be accepted in accordance with Clause 2of these Conditions.

5. Duration of Contract for Services
   • There are two Contract Options and the Customer must specify which option at commencement of the Contract.
     • Standard Listing:
       • This is for a free of charge Standard Listing, placed on the website for a rolling, ongoing duration, until terminated by either the Customer or by Sponsor Seeker.
     • Featured Listing:
       • This is for a Featured Listing, placed on the website for a rolling 12 monthly duration, until terminated by either the Customer or by Sponsor Seeker.

6. Customer’s obligations and Approval of Advertisement
   • The Customer shall:
     • ensure that the terms of the Order in relation to the Services required and (if submitted by the Customer) the Advertisement Specification are complete and accurate;
     • co-operate with Sponsor Seeker in all matters relating to the Services and/or the Advertisement;
     • provide Sponsor Seeker with such information and materials (“Customer Materials”) as Sponsor Seeker may reasonably require to prepare the Advertisement and/or supply the Services, and ensure that such information is accurate in all material respects including grammar and spelling; and
     • within five working days of the date of the Order provide Sponsor Seeker full details of the Advertisement (if required).
   • Following receipt of the details of the Advertisement, Sponsor Seeker shall forward to the Customer a proof of the Advertisement by email. The electronic delivery receipt received by Sponsor Seeker shall be deemed proof of delivery to the Customer.
   • Unless the Customer notifies Sponsor Seeker by returning an amended proof within five working days from the date of posting then the Advertisement shall be deemed to have been accepted by the Customer. Sponsor Seeker may, at their absolute discretion choose whether to list the Advertisement on the Website, or they may choose to withhold the Advertisement until the Customer has given their full approval.
   • If Sponsor Seeker’s performance of any of its obligations in respect of the Advertisement or the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
     • Sponsor Seeker shall without limiting its other rights or remedies have the right to suspend performance of the Services or preparation of the Advertisement until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Sponsor Seeker’s performance of any of its obligations;
     • Sponsor Seeker shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Sponsor Seeker’s failure or delay to perform any of its obligations as set out in this clause 4; and
     • the Customer shall reimburse Sponsor Seeker on written demand for any costs or losses sustained or incurred by Sponsor Seeker arising directly or indirectly from the Customer Default.

7. Charges and payment
   • The price for the Services shall be:
     • For Standard Listings no charge is made for the initial Listing
     • For Featured Listings a fee of £99 + vat per annum will be charged.
   • In addition, a minimum of 10% commission fee applies for any successful sponsorship secured as a result of the listing on the Sponsor Seeker Website.
     • Other commission Fees may be agreed in writing between both parties and acceptance of such forms part of these Terms and Conditions also
     • Annual Contracts are on a fixed basis of £99 + vat per year payable upon acceptance of the Order by Sponsor Seeker, and then yearly by Direct Debit, Standing Order or Paypal until cancelled in accordance with these Conditions;
   • The price for the additional Services will be as set out in the RFAS Quote.
   • The price for the Advertisement shall be the price set out in the Order.
   • In respect of the Advertisement, Sponsor Seeker shall invoice the Customer on or at any time after the Advertisement has been listed.
   • The Customer shall pay each invoice submitted by Sponsor Seeker:
     • within 7 days of the date of the invoice; and
     • in full and in cleared funds to a bank account nominated in writing by Sponsor Seeker, and time for payment shall be of the essence of the Contract.
   • All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Sponsor Seeker to the Customer, the Customer shall, on receipt of a valid VAT invoice from Sponsor Seeker, pay to Sponsor Seeker such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
   • If the Customer fails to make any payment due to Sponsor Seeker under the Contract by the due date for payment (“Default Payment”), then the Customer shall pay the interest on the overdue amount at the rate of 8% per annum above Barclay’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   • Sponsor Seeker shall also be entitled to recover from the Customer, all reasonable legal fees incurred in connection with the recovery of the Default Payment, irrespective of whether or not Court proceedings are issued.
   • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Sponsor Seeker may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Sponsor Seeker to the Customer.

8. Intellectual property rights
   • All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Sponsor Seeker. For the avoidance of doubt this includes any Intellectual Property Rights in the design, layout, text, logo, graphics and photographs contained within the Advertisement unless already owned by a third party.
   • The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on Sponsor Seeker obtaining a written licence from the relevant licensor on such terms as will entitle Sponsor Seeker to license such rights to the Customer.
   • No reproduction of the Advertisement or any part thereof is permitted without Sponsor Seekers written permission.

9. Customers Indemnity
   • The Customer shall indemnify Sponsor Seeker against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other professional costs and expenses) suffered or incurred by Sponsor Seeker arising out of or in connection with any claim made against Sponsor Seeker for actual or alleged infringement of a third party’s intellectual property rights or any claim made against Sponsor Seeker for actual or alleged defamation arising out of or in connection with the supply or use of the Customers Materials;
   • If any third party makes a claim, or notifies an intention to make a claim, against Sponsor Seeker which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), Sponsor Seeker shall:
     • as soon as reasonably practicable, give written notice of the Claim to the Customer, specifying the nature of the Claim in reasonable detail;
     • not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Customer;
     • give the Customer and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Sponsor Seeker, so as to enable the Customer and its professional advisers to examine them and to take copies (at Sponsor Seeker’s expense for the purpose of assessing the Claim; and
     • be deemed to have given the Customer sole authority to avoid, dispute, compromise or defend the Claim.
   • Nothing in this clause shall restrict or limit Sponsor Seeker’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

10. Confidentiality
    • A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 10shall survive termination of the Contract.

11. Limitation of liability
    • Nothing in these Conditions shall limit or exclude Sponsor Seeker’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 1:
      • Sponsor Seeker shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and
      • Sponsor Seeker’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Customer for the Services.
    • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • This clause 11 shall survive termination of the Contract.

12. Termination
    • Where the Contract is an ongoing contract for the Services or Advertisement, unless the Contract is for a fixed term, then without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than three months’ written notice.
    • Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within seven days after receipt of notice in writing to do so;
      • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply];
      • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
      • the other party (being an individual) is the subject of a bankruptcy petition or order;
      • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days;
      • an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      • the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2(b) to clause 12.2(i) (inclusive);
      • the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
      • the other party’s financial position deteriorates to such an extent that in Sponsor Seeker’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
      • the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    • Without limiting its other rights or remedies, Sponsor Seeker may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • Without limiting its other rights or remedies, Sponsor Seeker may suspend the supply of Services under the Contract or any other contract between the Customer and Sponsor Seeker if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 2(b) to clause 12.2(m), or Sponsor Seeker reasonably believes that the Customer is about to become subject to any of them.
    • On termination of the Contract for any reason:
      • the Customer shall immediately pay to Sponsor Seeker all of Sponsor Seeker’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Sponsor Seeker shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • the Customer shall return all materials belonging to Sponsor Seeker which have not been fully paid for. If the Customer fails to do so, then Sponsor Seeker may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      • the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      • clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13. Force majeure
    • For the purposes of this Contract, “Force Majeure”Event means an event beyond the reasonable control of Sponsor Seeker including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Sponsor Seeker or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Publishers or subcontractors.
    • Sponsor Seeker shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    • If the Force Majeure Event prevents Sponsor Seeker from providing any of the Services or the Advertisement for more than five days, Sponsor Seeker shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

14. General
    • Assignment and other dealings.
      • Sponsor Seeker may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
      • The Customer shall not, without the prior written consent of Sponsor Seeker, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    • • Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

• If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  • If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
• A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
• Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
• Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Sponsor Seeker.
• Governing law.This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
• JurisdictionEach party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).