1.1 Unless otherwise agreed in writing these conditions ("Conditions") apply exclusively to each transaction ("contract") for the supply of services relating to leaflet delivery work ("services") by I Tech Trading and Locomotion Marketing ("the Company") to a client ("the Client")(together "the Parties")
1.2 The Client warrants to the Company that it is entering into the Contract as principal and not as agent on behalf of any person, firm or company.
1.3 Variations to these terms and conditions can only be made in writing.
2.1. The Company is unable to guarantee that all promotional items will be delivered or that all addresses within the area will receive promotional items. We can confirm that the maximum achievable penetration level will be eighty percent. The client expressly accepts this limitation of the services offered on the basis of the extremely competitive nature of the price and the limited warranty given in this condition 2.
2.2 The Company is not liable to the Client for any failure or delay of its obligations under the contract which is beyond its reasonable control, including any difficulty in acquiring suitable personnel. The Company will advise the Client of any such occurrence as soon as reasonably possible.
2.3 Where performance data is provided us for the number of businesses/organisations supplied these are based on published or private information and although reasonable efforts are made to ensure the accuracy, fluctuations in business/organisations totals and the delays in the recording of such information inevitably mean that these can only
be regarded as estimates.
2.4 We must receive any complaints regarding alleged non-delivery or incorrect delivery within 7 days of the finish date of the distribution for the delivery in question. Complaints must include sufficient information to enable investigation by the Company; this will include full details of the address involved. Any complaints involving matters of this nature, received will be investigated if it is practical to do so. We reserve the right to charge for work undertaken in investigating complaints which prove unjustified.
3.1 The Company is entitled to sub contract or assign all or part of this order.
4 Force Majeure
4.1 The company will take all reasonable steps to meet or exceed agreed time scales. The company is not liable where circumstances outside of the company control affect its ability to adhere to any agreed distributions dates. The company will inform the client as soon as reasonably possible of any such occurrence.
5 Promotional Materials
5.1 It is a term of this contract that you warrant that the material to be distributed does not include any matter which is defamatory, immoral, obscene, in breach of copyright, in any way offensive to the public taste or otherwise unacceptable or liable to be considered unacceptable for distribution (even if such distribution would be lawful); for any reason whatsoever and that the distribution of such material will not be any respect unlawful or liable to give rise to claim of any nature or to criminal proceedings, claims or demands that may be made of any nature what so ever. You agree to indemnify us in respect of any such liability.
5.2 Risks in the goods for distribution remain with you at all times.
5.3 Any and all unallocated promotional material that shall be held in our warehouse facility for a period of fourteen days shall be deemed as "overs" and as such will be disposed of at the end of said fourteen days.
5.4 Any promotional material stored with a view to deliver either via ongoing instruction or over a month or more, must be delivered at a minimum rate of 5000 per month. We reserve the right to recycle any material stored by us over a period of 30 days with no instruction to deliver any of the said material.
6.1 The price of the services ("the price") is the Company's quoted price. Quotations are valid for 30 days from the date of issue. The company is only bound by orders accepted
by it in writing.
6.2 The Client can choose to cancel the Contract at any time, subject to these scaled cancellation charges – With between two and one month left prior to the first day of distribution: 50% of the delivery charge subject to a minimum fee of £50.00. – With less than one month and more than fourteen days left prior to the first day of distribution: 75% of the delivery charge subject to a minimum fee of £50.00. – Within fourteen days prior to the first day of distribution: 100% of the delivery charge subject to a minimum charge of £50.00.
6.3 If our costs rise as a result of circumstances between the date of contract and the date of delivery which could not be reasonably foreseen at the date of the order we shall be entitled to add the additional amount to the contract price. This includes additional costs incurred as a result of delay, variation, inadequate information or instructions from or by the Client.
6.4 Payment must be received before any deliveries have taken place. If credit is granted then if the client fails to make any payment due then, without affecting the Company's other rights to seek civil or other remedies, the Company can cancel or suspend the contract, withdraw any credit facilities given to the client, withdraw any discount given, and demand immediate settlement of all outstanding invoices, by the Client.
6.5 In the event of Insolvency of Client the Company may upon written notice to the Client end the Contract: if the Client is an individual and he dies; has a receiving order made against him, or commits an act of bankruptcy or makes any arrangement with his creditors; if the Client is a company it calls a meeting of its creditors; goes into any liquidation;
has a receiver appointed over any of its assets or has an administration order made against it; makes any arrangement with its creditors; or the Company has reasonable grounds for suspecting that the Client is about to undergo any of the above events. In addition, any Price or part of the Price in respect of Services already performed which was not paid in advance will immediately become due and payable.
7.1 All addresses and maps data and other information referring to the contract prepared by the company remains the property of the company, and will not be passed to any
person other than the recipient without our consent and will not be used by you at any other time.
7.2 The Client grants the Company exclusivity to perform the Services using Personnel and it is a condition of entering into any contract that the client will not attempt to contract, or actually contract, with Personnel direct.
8. Third Parties
8.1 Each contract will only confer rights and benefits on the Client and no third party can acquire right or benefits under the Contract or these Conditions.
9 Limitation of Liability
9.1 The Company is not liable to the Client because of any representation (unless fraudulent), or any warranty (express or implied), condition or other term, or any duty at
common law, or under the express terms of the Contract, for:
9.1.1 any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated savings, expenses, costs or similar loss; and/or
9.1.2 any indirect, special or consequential loss or damage (whether for loss of profit or otherwise); (whether caused by the negligence, breach of contract, tort, breach of statutory duty of the Company, its employees or agents or otherwise) arising out of or in connection with the Contract.
9.2 Any other liability of the Company to the Client in contract, tort, breach of statutory duty or otherwise arising out of or in connection with the Contract or any series of Contracts, is limited to the Price received by the Company in respect of the Contract or series of Contracts in question.
9.3 The Company will have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Promotional Material or instructions
supplied by or on behalf of the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival,
or any other fault of the Client not attributable to the Company.
9.4 The Company has no liability under the warranties given in Condition 2 unless the Price for the Services has been received by the Company in full.
9.5 Nothing in these Conditions will operate or be construed to operate so as to exclude or restrict the liability of the Company for death or personal injury caused by the negligence of the Company.
10.1 Any concession or waiver by us at any time of any or part of these conditions shall not prejudice our right to enforce or rely on the same or any other condition subsequently.
11 Law and Jurisdiction
11.1 These conditions are construed in accordance with the law of England and any disputes in relation to them are to be determined in the English law courts.
12.1 Without prejudice to any remedy which either party may have against the other for breach of this agreement either shall have the right to terminate this agreement forthwith by giving notice if the other does not remedy any breach of this agreement within one calendar month of being given notice to do so.
13 Complaints Procedure
Any complaint in respect of the distribution must be made in writing providing the name and full address (including 6 digit Postcode) of any alleged non delivery and must be received by the company within seven days of the Finish Date of the distribution giving full details of the complaint alleged. If the complaint relates to a distribution that is “staggered” over a number of weeks or months, the above data must be provided within seven days of the distribution phase in dispute. If the complaint is not received within that period the Company will not be able to undertake the appropriate action to investigate and remedy the complaint and the Company will not be liable to the Client for the complaint or any claim, loss, cost, liability, expense or demand arising there from.
14 Entire Agreement
These Conditions and the documents referred to in them, set out the entire Agreement between the parties and supersede any previous agreement between The parties relating to the subject matter of these conditions. The client Acknowledge that in entering into a contract subject to these conditions, it has not relied on any representation, warranty, agreement or statement not set out in these conditions and that (in the absence of fraud) it will not have any right or remedy arising for breech of these conditions is for breach of contract under the terms and conditions