Terms & Conditions - Subscribers
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 SUBSCRIBER) 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.
1.1 In these Conditions the following words shall have the following meanings:
" Acceptance Email" an email from the Subscriber to GMM within 7 days of the date of the Quotation Email notifying the Subscriber's acceptance of the quote contained within the Quotation Email and these Conditions;
"Commencement Date" The date of the Acceptance Email;
"Conditions" 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 Subscriber in accordance with clause 2.2 of these Conditions;
"Contract" the agreement between GMM and the Subscriber for the supply by GMM of the Services of which these Conditions and the Quotation Email form a part;
"GMM" Get Me Insight Limited (company number 09951323) whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ;
"Opportunity Space" the advertising space and/or opportunities offered for sale on the Website to which the Services relate;
"Parties" the Subscriber and GMM and their successors and "Party" shall be construed accordingly;
"Quotation Email" the email from GMM to the Subscriber containing GMM's quote for the Services to which these Conditions are appended;
"Services" the Services to be provided by GMM to the Subscriber under the Contract, as detailed in the Quotation Email unless otherwise agreed between the Parties in writing;
"Online Registration Form" the standard enquiry form on the Website into which the Subscriber is required to input information relating to the Subscriber with a view to obtaining a Quotation;
"Subscriber" the person(s), firm or company specified as such in the Quotation Email;
"Subscription Fee" the fee (if any) for the Services detailed in the Quotation Email payable by the Subscriber to GMM pursuant to clause 5 of these Conditions;
"Subscription Period" the period of one year or such other period as shall be agreed by the Parties in writing pursuant to Clause 5.3 of these Conditions commencing on the Commencement Date;
"User Terms and Conditions" the terms and conditions of use relating to the Website which all users of the Website (including the Subscriber) 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;
"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 Subscriber 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 Subscriber.
3. Formation of contract
- The information provided on the Website is an invitation to the Subscriber to decide whether the Subscriber wishes to enquire about or order the Services from GMM and does not constitute an offer to the Subscriber.
- By delivering to GMM (via the Website) a completed Online Registration Form the Subscriber is inviting GMM to provide the Subscriber with a Quotation.
- By sending the Subscriber a Quotation Email GMM is offering to supply the services to the Subscriber subject to these Conditions.
- By sending an Acceptance Email the Subscriber shall be deemed to have entered into the Contract.
- The Contract is between GMM and the Subscriber.
4. Supply of Services
- In consideration of the payment of the Subscription Fee in accordance with clause 5.1 of these Conditions, GMM shall supply the Services to the Subscriber during the Subscription Period in accordance with the terms of the Contract.
- GMM shall use its reasonable endeavours to maintain the Services throughout the Subscription Period.
- GMM may change, suspend or cancel the Services at its sole discretion at any time during the Subscription Period, provided that GMM refunds any unused fee paid by the Subscriber under clause 8.2.
- Subject to clause 8.2 of these Conditions, the Subscriber shall not be entitled to any compensation because of the failure, suspension or withdrawal by GMM of all or part of the Services.
- The Subscriber shall pay to GMM the Subscription Fee within 10 days of receipt of an invoice for the same from GMM unless otherwise agreed between GMM and the Subscriber in writing.
- The Subscription Fee shall be exclusive of VAT, sales or other taxes which shall be in addition to the Subscription Fee at the prevailing rate at the time.
- Subscription for the Services shall be on an annual basis, unless specifically agreed otherwise in writing between GMM and the Subscriber and GMM shall notify the Subscriber at the end of the current Subscription Period of GMM's fee for renewal, which fee will subsequently be confirmed by GMM in an invoice to the Subscriber.
- Unless Terminated under Section 10 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.
- Invoices not paid by the Subscriber within 30 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.
- GMM reserves the right to suspend or close the use of the Services by the Subscriber without prior written notice to the Subscriber in the event of non payment of the Subscription Fee and/or any other fee payable to GMM under the Contract.
- In the event of non payment of the Subscription Fee or any other fee due to GMM under the Contract the Subscriber will be responsible for all costs incurred by GMM as a result of such non-payment including without limitation any legal fees incurred.
- 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.
6. Further Obligations of the Subscriber
The Subscriber shall:
- not assign, or sub licence or otherwise transfer or dispose of their rights or obligations hereunder, without prior written permission from GMM;
- 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;
- 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 Subscriber's employees and/or representatives who use the Website on behalf of the Subscriber are made aware of these Conditions and comply with them.
- 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 Subscriber of the Website or part thereof for whatever purpose;
- within 5 days of concluding a business transaction via GMM notify GMM of such transaction;
- not use the Services for any purpose other than to consider whether to purchase Opportunity Space and/or to purchase Opportunity Space and hereby undertakes not to disclose any information relating Opportunity Space to any other person without the prior written consent of GMM.
7. 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 Subscriber warrants that they own the copyright in any materials submitted to GMM for publication on the Website, or are licensed to use and sub-license any such materials, and the Subscriber hereby grants a sub-licence to GMM to use such materials on the Website and/or in GMM's advertising materials.
- The Subscriber 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 Subscriber in the discharge of its obligations under the Contract.
- The Subscriber shall indemnify GMM against any losses, liabilities or expenses it may incur by reason of its being held out as the Subscriber's agent.
- The Subscriber shall indemnify GMM from and against any and all liabilities, expenses (including any legal fees) and damages arising out of claims based upon submissions made by the Subscriber to GMM for inclusion on the Website and which are subsequently published by GMM.
8. Limitations on Liability
- 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 Subscriber 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 receipt of written notice from the Subscriber of the same, such liability being limited to the proportion of the Subscription Fee that corresponds to the period of the failure/breach as calculated on a pro rata basis to the Subscription Period and, notwithstanding the foregoing, such liability shall not in any event exceed 50% of the Subscription Fee.
- GMM shall not be liable for any loss of the Subscriber, 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 8.3 shall not limit GMM's liability for death or personal injury resulting from GMM's negligence.
- All the contents of and images on the Website are the copyright of GMM (and shall at all times remain the property of GMM) or have been licensed to GMM for use on the Website.
- No part of the Website may be reproduced in any form or by any means without prior written permission from GMM.
- The "GetMeMedia.com" 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 Subscriber.
- No rights to, or property in, the Website shall pass to the Subscriber 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 Subscriber is declared, or becomes, insolvent, or GMM reasonably concludes that the Subscriber 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 Subscriber is in breach under clause 10.2, the Subscriber shall upon any termination pay to GMM:
- any portion of the Subscription 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 Subscriber provided that GMM refunds any unused fee paid by the Subscriber under clause 8.2.
- The termination of the Contract shall not affect any rights of GMM or liabilities of the Subscriber subsisting at the date of termination.
11. Force Majeure
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.
12. Change of Conditions
GMM may at any time make changes to these Conditions provided that GMM shall notify the Subscriber of any such changes both via the Website and via email to the Subscriber at the address provided in the Online Registration Form or such other address as the Subscriber 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 Subscriber 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 Subscriber agrees to submit to the exclusive jurisdiction of the English Courts.