Terms & Conditions - Business Sellers of Opportunity Space
WE URGE YOU TO READ THROUGH THESE TERMS AND CONDITIONS BEFORE YOU CLICK THE “ACCEPT” ICON. THIS IS BECAUSE THESE CONDITIONS SHALL APPLY TO ANY CONTRACT BETWEEN YOU (THE SELLER) AND GET ME INSIGHT LIMITED. WE WANT YOU TO FEEL CONFIDENT IN ACCEPTING OUR OFFER TO SUPPLY THE SERVICES. IF YOU HAVE ANY QUESTIONS OR QUERIES RELATING TO ANY OF THESE CONDITIONS, PLEASE FEEL FREE TO CONTACT US BEFORE YOU ENTER INTO THE CONTRACT.
- In these Conditions the following words shall have the following meanings:
“About Get Me Media Section”
the area of the Website which sets out details of GMM’s services to sellers of Opportunity Space;
an email from the Seller to GMM within 21 days of the date of the Quotation Email notifying the Seller’s acceptance of the quote contained within the Quotation Email and these Conditions;
the date of the Acceptance Email;
these terms and conditions including (where the context permits) the User Terms and Conditions and any specific terms agreed in writing between GMM and the Seller in accordance with clause 2.2 of these Conditions;
any and all information relating to the Opportunity Space which is supplied by the Seller to GMM in the Seller’s Enquiry Form;
the agreement between GMM and the Seller for the supply by GMM of the Services of which these Conditions and the Quotation Email comprise;
the period specified in the Quotation Email or such other period as shall be agreed by the Parties in writing commencing on the Commencement Date;
the fee for the Services detailed in the Quotation Email payable by the Seller to GMM pursuant to clause 5 of these Conditions;
Get Me Insight Limited (company number 09951323) whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ;
the advertising space and/or other opportunities for sale by the Seller to which the Services relate;
the Seller and GMM and their successors and “Party” shall be construed accordingly;
the email from GMM to the Seller in response to the Seller’s Enquiry Form to which these Conditions are appended;
“Seller’s Enquiry Form”
the standard enquiry form on the Website into which the Seller is required to input information relating to the Seller and the Opportunity Space;
the person(s), firm or company specified as such in the Quotation Email;
the Seller of the Opportunity Space, as advertised on the website;
the Services to be provided by GMM to the Seller under the Contract, as detailed in the Quotation Email and the About Get Me Media Section unless otherwise agreed between the Parties in writing;
“User Terms and Conditions”
the terms and conditions of use relating to the Website which all users of the Website (including the Seller) are required to accept by clicking the button “As a user of the Get Me Media website, I confirm that I have read and accept the User Terms and Conditions” on the index page of the Website;
the internet website the index page of which is located at the URL http://www.getmemedia.com .
- Save as herein provided, these Conditions shall apply to the Contract to the exclusion of all other terms and conditions including any terms and/or conditions which the Seller may purport to apply under any confirmation of order or similar document.
- No variation or addition to these Conditions (including any special terms and conditions agreed between the Parties) shall be effective unless agreed in writing by GMM and the Seller.
Formation of contract
- The information provided on the Website is an invitation to the Seller to decide whether the Seller wishes to enquire about or order the Services from GMM and does not constitute an offer to the Seller.
- By sending the Seller a Quotation Email GMM is offering to supply the Services to the Seller subject to these Conditions
- By sending an Acceptance Email the Seller shall be deemed to have entered into the Contract.
- The Contract is between GMM and the Seller.
Supply of Services
- In consideration of the payment of the Fee in accordance with clause 5.1 of these Conditions, GMM shall supply the Services to the Seller during the Contract Period in accordance with the terms of the Contract.
- GMM shall be entitled during the Contract Period to edit and display the Contents on the Website and to use the Contents for the purposes of publicising the Website and/or the business of GMM.
- GMM shall use its reasonable endeavours to maintain the Services throughout the Contract Period.
- GMM may change, suspend or cancel the Services at its sole discretion at any time during the Contract Period provided that GMM refunds any unused Fee paid by the Seller under clause 9.3.
- Subject to clause 9.3 of these Conditions, the Seller shall not be entitled to any compensation because of the failure, suspension or withdrawal by GMM of all or part of the Services.
- The Seller shall pay to GMM the Fee within 28 days of receipt of an invoice from GMM for the same from GMM unless otherwise agreed in writing between GMM and the Seller.
- The Fee shall be exclusive of VAT, sales or other taxes which shall be in addition to the Fee at the prevailing rate at the time.
- The Contract for the Services shall be on an annual basis, unless specifically agreed otherwise in writing between GMM and the Seller.
- Unless Terminated under Section 11 by giving one month’s notice prior to the end of the current Contract Period, the Contract with automatically renew for another year at the end of the Contract Period, and GMM shall notify the Seller of the current fee for renewal, and will subsequently be confirmed by GMM in an invoice to the Seller.
- GMM reserves the right to suspend or close the use of the Services by the Seller in the event of non payment of the Fee and/or any applicable taxes without prior written notice to the Seller.
- Invoices not paid within 28 days of the invoice date shall be subject to interest at 5% per annum above the UK base rate for Barclays Bank PLC prevailing from time to time.
- In the event of non payment of the Fee and/or any applicable taxes the Seller shall be responsible for all costs incurred by GMM as a result of such non-payment including without limitation any legal fees incurred by GMM.
- Should payment not have been received within 70 days, we reserve the right to send a collection agency, which will incur additional fees. The Seller shall be responsible for all the costs incurred in this process.
- GMM may offer a monthly instalment plan (payable by direct debit) to spread the cost of the annual subscription over the year, however the Contract Period remains the same and cannot be terminated before the end of the Contract Period. In the event of default payments, GMM reserves the right to cancel the instalment plan and the full balance will be due for immediate payment.
Opportunity Owners Briefing Success Fee (terms and conditions)
- From time to time subscribers for GMM's services ("the Subscribers") will submit briefing requests to GMM, which may, where GMM considers appropriate, be forwarded to the Opportunity Owner by GMM.
- If the Opportunity Owner wishes to put forward proposals in response to any such briefing request then these should be notified to GMM and the proposals supplied to the Subscriber by GMM.
- If any such proposal submitted by the Opportunity Owner is taken up by the Subscriber and a contract entered into between the Opportunity Owner and the Subscriber then the Opportunity Owner will pay the Opportunity Owner's Briefing Fee to GMM based on the value of that contract at a Media Gross level as follows (unless otherwise specified on the contract):
Client Direct Commission*
· Briefing Fee = 10%
· Briefing Fee = 5%
- If GMM agrees a Flat Annual Briefing Fee with the Opportunity Owner then the Commission structure does not apply
- If a contract is entered into between the Subscriber and the Opportunity Owner then GMM will invoice the Opportunity Owner on confirmation of the contract. The contract will be subject to our standard terms and conditions.
* Client Direct means contracts entered into with a client directly as well as any agencies that the Opportunity Owner has not worked with before.
Further Obligations of the Seller - The Seller shall:
- Not assign, or sub licence or otherwise transfer or dispose of their rights or obligations hereunder, without prior written permission from GMM;
- Be fully responsible for the Contents including their truthfulness and accuracy and non-infringement of any other person’s legal or proprietary rights;
- Not use nor allow the Services to be used for storing, sending or receiving any material which is obscene, menacing, threatening, offensive, abusive, indecent, defamatory, fraudulent, criminal or which infringes the rights of other parties;
- Be fully responsible for retaining copies of their own data;
- Indemnify GMM from and against any and all liabilities, expenses (including any legal fees) and damages arising out of claims based on any part(s) of the Contents which are published by GMM;
- Keep their password(s) and identity name relating to the Website secure and shall not disclose them to third parties for any purposes;
- Change any password(s) relating to the Website which they believe may have become compromised and immediately notify GMM of the same;
- Ensure that all of the Seller’s employees and/or representatives who use the Website on behalf of the Seller are made aware of and comply with these Conditions;
- Not copy, duplicate, translate into any language or in any way reproduce the Website or any part thereof or any of its contents or knowingly permit the same without written permission of GMM and the respective copyright owner;
- Indemnify GMM and its servants and agents and hold GMM and its servants and agents harmless against all claims, liability, losses, damages and expenses, including, without limitation, legal fees and costs arising out of or incurred as the result of any claims made, or litigation brought, against GMM and/or its servants and agents, as a result of the use by the Seller of the Website or part thereof for whatever purpose;
- Be solely responsible for fulfilling any contract for the sale of Opportunity Space which is advertised on the Website pursuant to the Contract;
- Within 5 days of concluding a sale of Opportunity Space notify GMM of such sale.
Warranties and Indemnities
- GMM warrants that it shall use all reasonable care and skill in carrying out its obligations under the Contract. All other conditions, warranties and obligations implied by statute, common law or otherwise and any liabilities arising therefrom are excluded to the fullest extent permissible by law.
- The Seller warrants that they own the copyright in any materials submitted to GMM for publication on the Website (including without limitation the Contents), or are licensed to use and sub-license any such materials, and the Seller hereby grants a sub-licence to GMM to use such materials on the Website and/or in GMM’s advertising materials.
- The Seller shall be solely responsible for and shall indemnify GMM against all liabilities suffered or incurred by GMM as a result of any breach or default on the part of the Seller in the discharge of its obligations under the Contract.
- The Seller shall indemnify GMM against any losses, liabilities or expenses it may incur by reason of its being held out as the Seller’s agent.
Limitations on Liability
- GMM accepts no liability for the completeness or accuracy of any Contents supplied to GMM by the Seller for placing on the Website which are subsequently published on the Website.
- GMM shall not be responsible for any loss of data in any form which may result from the use of the Services.
- GMM shall be liable to the Seller only to the extent of the Fee if it fails to deliver performance of the Services or for any other breach of the Contract if it fails to remedy any such failure/breach within 30 days of written notice from the Seller of the same.
- GMM shall not be liable for any loss of the Seller, including, but without limitation, loss of business, profits or revenue, arising out of the use of, the changed format, layout or design of, the technical malfunction of, or the inability to access the Website provided that this clause 9.4 shall not limit GMM’s liability for death or personal injury of any person resulting from GMM’s negligence.
- All the contents of and images on the Website are the property of GMM save in respect of materials submitted by the Seller which shall be deemed to be licensed to GMM for use on the Website and/or in GMM’s advertising materials.
- No part of the Website may be reproduced in any form or by any means without prior written permission from GMM.
- The “Get Me Media” name and logo and all related product and services, names, design marks and slogans are the trade names, service marks, or trademarks of GMM and may not be used without the prior written consent of GMM.
- Nothing in the Contract is intended to or shall create any form of partnership or joint venture, agency, franchise, sales representation or employment relationship between GMM and the Seller.
- No rights to, or property in, the Website shall pass to the Seller by virtue of the Contract.
- Unless cancelled in writing by the Seller giving one month’s notice to GMM prior to the end of the contract term, the contract will automatically renew for another year at the end of the initial contract period, and a renewal invoice will be issued by GMM at the current going rate.
- Either Party shall be entitled to terminate the Contract on 1 month’s notice to the other Party if the other Party commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by notice to do so.
- If the Seller is declared, or becomes, insolvent, or GMM reasonably concludes that the Seller is insolvent, then in each and every such case the Contract shall without notice terminate and no payment subsequently accepted by GMM without knowledge of such termination shall in any way prejudice or affect the operation of this clause.
- If the Seller is in breach under clause 11.2, the Seller shall upon any termination pay to GMM:
- any portion of the Fee and other sums then due under the Contract; and/or
- compensation for the loss suffered by GMM as a result of such termination, such loss being determined by GMM having regard to all relevant circumstances.
- GMM shall be entitled to terminate the Contract for any reason on 28 days’ notice to the Seller, provided that GMM refunds any unused Fee paid by the Seller under clause 9.3.
- The termination of the Contract shall not affect any rights of GMM or liabilities of the Seller subsisting at the date of termination.
- GMM shall not have any liability or be deemed to be in breach of the Contract for any delay or failure in the performance of its obligations under the Contract which results from circumstances beyond the reasonable control of GMM.
Change of Conditions
- GMM may at any time make changes to these Conditions provided that GMM shall notify the Seller of any such changes both via the Website and via email to the Seller at the address provided in the Seller’s Enquiry Form or such other address as the Seller shall notify to GMM from time to time at least 14 days before such changes are implemented by GMM.
- Any notice required or permitted to be given by either Party to the other under these Conditions 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.
- No waiver by GMM of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
- The Contract and these Conditions shall be governed by the laws of England and the Seller agrees to submit to the exclusive jurisdiction of the English Courts.