Live Work Network Ltd Advertizing Terms
These Advertizing Terms are entered into between Live Work Network Limited (registered in England number 04473552 whose registered office is at Alverton Cottage, Alverton Road, Penzance, Cornwall TR18 4TD) (the "Company") and the party identified on the Booking Form as the advertizer (the "Advertizer"). These Advertizing Terms and the Booking Form(s) are collectively referred to as the "Agreement".
The Live Work Website is a place where we bring buyers, sellers, landlords and tenants together in a virtual marketplace. THE CONTRACT FOR ANY REAL ESTATE OR OTHER PRODUCTS AND SERVICES OFFERED OR DESCRIBED ON THE WEBSITE IS BETWEEN THE BUYER/ TENANT AND THE SELLER / LANDLORD, NOT WITH LIVE WORK NETWORK. Our Website provides a vehicle for sellers and landlords to describe and advertize real estate properties and other products and services and for prospective buyers and tenants to inquire about them. Live Work Network cannot be held responsible for the realty or other products or services which are advertized on the Website.
Advertizing on www.liveworkworld.com is subject to the following terms and conditions. Please read these terms carefully before using placing your Advertizement with Live Work Network Ltd.
The Parties agree as follows:
1. Definitions and Interpretation
1.1 This Agreement uses the definitions and interpretation terms set out in clause 22 below.
2.1 This Agreement shall commence when the Company accepts a Booking Form and shall continue until the finish date set out in the Booking Form unless terminated earlier in accordance with clause 10.
3.1 The Advertizer may by completion and submission of a Booking Form offer to purchase / rent space on the Live Work Website to display an Advertizement(s) for a specified period. If the Company accepts the Booking Form it will notify the Advertizer by email. The price for the Advertizement will be at the rates set out on the Live Work Website or as otherwise agreed at the time of the purchase.
3.2 The Advertizer will submit its Advertizement to the Company according to the Company's requirements from time to time. The Company may, in its sole judgment, reject any Advertizement which is not in proper format or which the Company otherwise considers unsuitable.
3.3 The Advertizer may be given the option to create or update its Advertizement using log in details provided by the Company. If so, it will be required to register on the Live Work Website. Each registration is for a single user only. The Company does not permit the Advertizer to share its user name and password with any other person nor with multiple users on a network. Responsibility for the security of any passwords and log in details issued and for any activities which occur under them rests with the Advertizer. The Advertizer agrees immediately to notify the Company if it becomes aware of any unauthorized use of its log in details or any other breach of security. The Company may then take such action as it feels necessary, including terminating the Advertizer's registration and taking down the Advertizement.
3.4 The Advertizer warrants that:
3.4.1 the Advertizement is legal, decent, honest and truthful, and complies with: (i) applicable codes of conduct with respect to advertizing (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising; and (iii) the Company's advertizement policies from time to time; and
3.4.2 the Advertizement complies in all respects with the provisions of all applicable laws and regulations and will not cause the Company to breach any statutory or regulatory duty; and
3.4.3 the Advertizement will not breach any contract or infringe any copyright, trademark or any other right of any third party or render the Company liable to any claim or proceedings whatsoever; and
3.4.4 the Advertizement is not obscene, offensive, discriminatory, defamatory of any person or business or otherwise illegal; and
3.4.5 the Advertizement does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive items; and
3.4.6 any links from the Advertizement also comply with the above.
For the avoidance of doubt, the Company's publication of an Advertizement does not constitute its acceptance that the Advertizement is compliant with this Agreement.
3.5 The Advertizer further warrants that, if it is an agency, it is authorized by its client to place the Advertizement with the Company.
3.6 The Advertizer agrees to indemnify and keep indemnified the Company and its customers in full against all costs and expenses (including without limitation legal fees), fines and penalties resulting from any breach by the Advertizer the terms of this Agreement including without limitation a breach of Clauses 3.4 or 3.5.
3.7 The Advertiser grants the Company a worldwide, royalty-free and non-exclusive license to copy, modify and publish the Advertisement in accordance with this Agreement.
3.8 The Company reserves the right in its sole discretion to determine all matters concerning the configuration and positioning of the Advertizement, and other administrative or operational issues for the Live Work Website as it deems necessary or helpful in the normal course of business.
3.9 Once published, the Company reserves the right at any time to take down the Advertizement from the Live Work Website for any reason.
3.10 If the Company rejects an Advertizement before publication under clause 3.2 or takes down the Advertizement under clause 3.3 or 3.8 in circumstances where the Advertizement or the Advertizer is in the reasonable opinion of the Company in breach of the terms of this Agreement, no refund shall be made to the Advertizer. If there is no breach of this Agreement, the Advertizer's sole remedy shall be to obtain a pro rata refund of any prepaid and unused advertising fees relating to that Advertizement.
3.11 The Company reserves the right to refuse to carry links to sites that disable the "Back" button.
4. Other Services
4.1 The Advertizer may by completion and submission of a Booking Form request the Company to provide such other Services as are offered by the Company from time to time ("Other Services"). If not provided for on the Company's Website, the price and other special terms relating to such Other Services will be agreed between the parties at the time of the purchase. The Other Services will be subject to the provisions of Clause 3.
4.2 The Advertizer shall provide the Company with all information reasonably requested by the Company to provide the Other Services.
5. The Company' Obligations
5.1 Subject to this Agreement, the Company shall use reasonable endeavors to:
5.1.1 keep the Live Work Website available, subject to maintenance and downtime as reasonably required by the Company;
5.1.2 provide or procure the provision of the Services using the reasonable skill and care of a competent provider of services of the type provided.
5.2 The Company will use its reasonable endeavors to meet the dates agreed with the Advertizer for provision of the Services but does not warrant the date or period of Advertizing of the Advertizement.
5.3 In the event that the Company fails to comply with Clause 5.1, then the Company will at its sole discretion, either:
5.3.1 correct the Live Work Website without any additional charge; or
5.3.2 refund the charges in respect of the Live Work Website or those Services which have not been satisfactorily performed.
5.4 The Advertizer agrees that Clause 5.3 represents its sole and exclusive remedy in respect of unsatisfactory performance of the Live Work Website or the Services.
Where the Advertizer obtains personal data relating to users of the Live Work Website information the Advertizer shall be responsible for complying with all legal and regulatory provisions in respect of the processing, storage and use of such data. The Advertizer shall indemnify the Company in respect of all claims, losses, damages and expenses howsoever arising as a result of a breach of the provisions of this Clause 6.
7.1 In consideration of the provision of the Services by the Company, the Advertizer shall pay the sums agreed pursuant to a Booking Form in accordance with the rates and principles set out on the Live Work Website from time to time together with VAT (if appropriate) at the applicable rate.
7.2 Payment for the Advertizement and any Other Services is due in advance of publication and will be taken online via Paypal. Payment shall be made in full without any deduction, withholding or set off.
7.3 Without prejudice to any other right or remedy of the Company, if the Advertizer fails to make any payment under this Agreement by the due date for payment then the Company shall be entitled to charge the Advertizer, and the Advertizer shall pay the Company on demand, interest on the unpaid amount at 10% per annum provided this is not over and above the amount limited by law, in which instance the percentage will be set at the maximum legal level, from the due date for payment until the payment is received in full by the Company.
7.4 The Advertizer understands that except in accordance with clauses 3.10 and 11.1, there shall be no refunds to the Advertizer even if the Advertizer wishes to discontinue display of the Advertizement or cease to receive the Other Services before the agreed finish date.
8.1 Subject to Clause 8.2, all Confidential Information disclosed or obtained as a result of this Agreement shall be kept confidential by the parties and neither party shall use or disclose such Confidential Information. Where such Confidential Information is disclosed by a party to its employees, agents or sub-contractors, it shall be subject to confidentiality obligations equivalent to those set out in this Agreement. Each party shall procure that any such employee, consultant, sub-contractor or agent complies with such obligations. The Advertizer agrees that the charges and rates applying to this Agreement are Confidential Information belonging to the Company and shall be kept confidential in accordance with this clause.
8.2 The obligations of confidentiality in Clause 8.1 shall not extend to any disclosure of Confidential Information which either party can show:
8.2.1 is necessary for the proper performance of its obligations under this Agreement;
8.2.2 has been carried out with the prior consent of the other party;
8.2.3 is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; or
8.2.4 was in its records prior to the start of the relationship between the parties; or
8.2.5 was independently disclosed to it by a third party entitled to disclose the same; or
8.2.6 is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
9. Disclaimer and Limitation of Liability
9.1 The Advertizer acknowledges that any resulting contract for any real estate or other products and services offered or described on the Live Work Website is between the Advertizer and the website user, and not with the Company. The Advertizer accepts that it, and not the Company, is entirely responsible for the content of its Advertizements, any amendments to the content and for the real estate or other products or services advertised. The Company has no liability howsoever arising (whether arising under contract, statute, tort (including without limitation negligence) or otherwise) for the real estate or other products or services which are advertized on the Live Work Website.
9.2 Nothing in this Agreement shall restrict or exclude the Company's liability for death or personal injury resulting from its negligence. Nothing in this Agreement shall restrict or exclude the Company's liability for fraud, nor for fraudulent misrepresentation.
9.3 Subject to Clause 9.2, the Company shall not be liable in any circumstances to the Advertiser for consequential, special or indirect losses, or the following losses whether direct or indirect: loss of profits, loss of revenue, economic loss, loss of business or contracts, loss of anticipated savings or goodwill, loss of data, (or any losses arising from a claim by a third party for any of the above losses); whether arising under contract, statute, tort (including without limitation, negligence), or otherwise.
9.4 The Company will not be liable for:
9.4.1 any failure to comply with the provisions of this Agreement if such default is attributable to any extent to the acts or omissions of the Advertizer, its agents, employees or contractors, including without limitation the failure of the Advertizer to perform its obligations under this Agreement;
9.4.2 any consequences arising from the Company complying with the Advertizer's instructions or requirements;
9.4.3 any consequences arising from the Advertizer failing to secure any necessary consents, licenses or permissions; or
9.4.4 any consequences arising from software or equipment not supplied by the Company or the internet.
9.5 Subject to Clause 9.2, the aggregate liability of the Company for all claims arising under or in connection with this Agreement (whether arising under contract, statute, tort (including without limitation negligence) or otherwise) shall be limited to the total value of monies received by the Company from the Advertiser in respect of the Services.
9.6 The charges have been calculated on the basis that each party will exclude or limit its liability as set out in this Agreement.
10.1 If the Company and the Advertizer have an ongoing arrangement and have not agreed a fixed finish date for an Advertisement, the Advertiser may terminate this Agreement in respect of that Advertisement on giving the Company at least 30 days' prior written notice. The Company shall not be required to provide a refund of Charges already paid if the Advertiser terminates in accordance with this clause 10.1.
10.2 Either party may terminate this Agreement immediately upon notice in writing to the other party in the event that the other party commits a breach of its obligations under this Agreement and:
10.2.1 such breach is material and cannot be remedied; or
10.2.2 such breach is material and possible to remedy and that other party fails to remedy such breach within thirty (30) days of having been required in writing to remedy such breach.
10.3 Either Party may terminate this Agreement immediately upon notice in writing to the other Party (the "Defaulting Party") in the event that the Defaulting Party shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by virtue of the relevant statutory provisions under the applicable law to be unable to pay its debts.
10.4 The Company shall be entitled to terminate this Agreement immediately in the event that:
10.4.1 the Advertiser is in breach of any of its undertakings in Clauses 3 or 4; or
10.4.2 the Advertiser fails to pay the charges payable in accordance with this Agreement.
10.5 In the event that a member of the Live Work Website makes a complaint in respect of the Advertizer, the Company shall be entitled to immediately suspend provision of the Services. The Company shall investigate such complaint as soon as reasonably practicable and if at the end of such investigation the Company agrees there are valid grounds for complaint then the Company shall be entitled to immediately terminate this Agreement.
11. Consequences of Termination
11.1 If the Advertizer terminates this Agreement in accordance with clause 10.2, it shall be entitled to a pro rata refund of its Advertising Charges relating to the period after termination.
11.2 The termination of this Agreement shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
11.3 The provisions of Clauses 1, 3.5, 6, 7, 8, 9, 11 and 14 to 21 (inclusive), together with those provisions which are intended or expressed to survive termination, shall so survive.
11.4 Each party shall immediately return to the other party all of the other party's property (including without limitation Confidential Information) in its possession at the date of termination.
12. Force Majeure
12.1 If either party is affected by Force Majeure it shall not be in breach of this Agreement or otherwise liable to the other by reason of any delay in performance or non-performance of any of its obligations due to such event.
12.2 If such Force Majeure persists for a period of three (3) months then the party prevented from complying with its obligations by such event shall be entitled while the Force Majeure persists, to terminate this Agreement immediately upon notice to the other party.
13. Assignment and Sub-contracting
13.1 The Advertiser shall not assign, delegate, sub-contract, transfer or otherwise dispose of any of its rights or responsibilities under this Agreement without the prior written consent of the Company.
13.2 The Company shall be permitted to assign, delegate, sub-contract, transfer or otherwise dispose of any of its rights or responsibilities under this Agreement without the prior written consent of the Advertizer.
14. Third Parties
14.1 The parties to this Agreement do not intend any third party to have any benefit under this Agreement. The parties therefore agree that no third party shall have the right to enforce any term of this Agreement
15. No Partnership, Advertizer contracts as Principal
15.1 Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties to this Agreement.
15.2 The Advertizer contracts with the Company as principal notwithstanding that it may be acting directly or indirectly for another advertizer as an agent or Advertizing buyer or in some other representative capacity.
16.1 No variation of this Agreement shall be effective unless it is in writing and is signed by an authorized representative of each party.
17.1 If at any time any part of this Agreement or a clause of this Agreement becomes void or unenforceable under any applicable law it shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue unaffected.
18. No Waiver
18.1 No provision of the Agreement shall be waived unless agreed to be waived by both parties in writing. If any provision is waived, then that waiver shall operate for that instance only and not future instances, unless agreed otherwise by both parties in writing.
19.1 All notices relating to this Agreement must be provided in writing to the relevant addresses appearing on the Booking Form and sent by post, courier, fax or email.
19.2 A notice will be deemed to be served: in respect of notices delivered by post two working days after the date of posting or by courier, on the date the notice is received by a party as indicated by the signature of the party on the courier receipt. A notice will be deemed to be served in respect of notices delivered by fax or email on the day that such notice is successfully sent (if sent before 5pm on a working day, otherwise it will be deemed served at 9.30am the next working day) provided that the sending party retains a copy of a successful transmission report or other evidence that such notice was sent.
20. Entire Agreement
20.1 This Agreement including any Booking Forms agreed between the parties contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other written and oral communications between the parties. The express terms, conditions and warranties of this Agreement are in lieu of all warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise all of which are hereby excluded to the fullest extent permitted by law. The parties hereby confirm that they have not relied upon any representations, communications or other matters which have not been expressly stated in this Agreement. Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party's liability for fraudulent misrepresentations.
21. Law and Jurisdiction
21.1 This Agreement and any dispute or claim arising in connection with it shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.
22. Definitions and Interpretation
22.1 In this Agreement the following words shall have the following meanings unless otherwise expressly stated:
"Advertizement" means an advertizement or series of advertizements which the Advertizer wishes to be placed on the Live Work Website as described in or attached to a Booking Form;
"Booking Form" means an order by the Advertizer to place an Advertizement on the Live Work Website or for other Services;
"Confidential Information" means any and all secret or confidential commercial, financial, marketing, technical information, know-how, trade secrets and other information in written, electronic or any other form or medium whether disclosed orally or in writing before, on or after the date of this Agreement;
"Force Majeure" means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under this Agreement including without limitation: fire; flood; lightning; war; revolution; terrorism; riot; strike; lock-out or other industrial action; failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;
"Intellectual Property Rights" means any patent, copyright, database right, moral right, design right, registered design, trade mark, service mark, domain name, metatag, know-how, model, unregistered design (and any application for any such right) or other intellectual property right anywhere in the world;
"Live Work Website" means the website at the URL [www.liveworkworld.com] (and/or such other URLs as the Company may notify the Advertiser from time to time); and
"Services" mean the provision of space on the Live Work Website to advertise the Advertiser's business or products and services, and/or other services, as agreed to by the Company following submission by the Advertiser of a Booking Form.
22.2 The headings contained in this Agreement are for convenience of reference only and shall not affect its interpretation.
22.3 References to persons include an individual, company, corporation, firm or partnership.
22.4 Words indicating the singular shall include the plural and vice versa. Words indicating a gender shall include each gender.
22.5 The words and phrases "including" and "in particular" shall be without limitation to the generality of any preceding words and any preceding words shall not be construed as being limited to a particular class where a wider interpretation of those words and phrases is possible.
22.6 All sums payable hereunder are exclusive of VAT (if applicable) or any other applicable tax or duty payable upon such sums, which shall be added if appropriate at the rate prevailing at the relevant tax point.
22.7 In the event of an inconsistency between these Advertizing Terms and a Booking Form, the terms of these Advertizing Terms shall prevail.