Terms and conditions

THE PROVIDER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7.

 

1      INTERPRETATION

 

1.1  Definitions:

 

Agreement: the contract formed between The Printrunner and the Provider in accordance with these Conditions.

 

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

 

Charges: the charges payable by the Provider in accordance with clause 5.

 

Conditions: these terms and conditions as amended from time to time in accordance with clause 10.6.

 

Contract: any contract between the Provider and a Customer for the supply of services.

 

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010,

and the expression change of Control shall be construed accordingly.

 

Customer: a Prospective Customer who enters into a Contract with the Provider.

 

Customer Payment: any payment received from a Customer by The Printrunner in relation to the Services provided to that Customer by the

Provider.

 

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in getup, goodwill and the right to sue for passing off, rights in designs, database

rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to

apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

Introduced (or Introduction): the provision to the Provider of any details, whether written or oral, of a Prospective Customer, whether or not the Provider had knowledge of that Prospective Customer before the Introduction;

 

Lead: details of a Prospective Customer including an email address or telephone number together with reasonable detail of that Prospective Customer’s requirement for services.

 

Order: the Customer's order for Services.

 

Prospective Customer: a person, firm or company Introduced by ThePrintrunner to the Provider as having expressed interest in contracting for printing services.

 

Provider: a person, firm or company which has registered as a printer on the Site.

 

Provider Default: has the meaning set out in clause 4.2.

 

Services: the services to be supplied by the Provider to the Customer in accordance with the Contract as set out in the Specification (if any).

 

Site: The Printrunner’s website.

 

Specification: any description or specification of the Services agreed between the Provider and the Customer.

 

The Printrunner: The Printrunner Limited registered in England and Wales with company number 10107444.

 

1.2  Interpretation:

 

(a)  A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted.

 

(b)  Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

(c)   A reference to writing or written includes fax and email.

 

2. BASIS OF CONTRACT

 

2.1    When the Provider accepts any Order from a Customer, the resulting contract is contract directly between the Provider and the Customer. Accordingly The Printrunner accepts no legal responsibility in relation to any contract the Provider enters into with a Customer or for any acts or omissions of the Customer in connection with an Order or such contract.

 

2.2    These Conditions apply to the contractual relationship between The Printrunner and the Provider to the exclusion of any other terms that the Provider seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

3. THE PRINTRUNNER’S OBLIGATIONS

 

3.1 The Printrunner shall endeavour to supply Leads to the Provider.

 

3.2 The Printrunner does not guarantee to supply any minimum number of Leads to the Provider.

 

3.3 In return for the Membership Fee The Printrunner will provide the Provider with a personalised web page on the Site on which the Provider can advertise its services.

 

4. PROVIDER'S OBLIGATIONS

 

4.1 The Provider shall:

 

a)    Follow up Leads provided to it by The Printrunner promptly;

 

b)    provide the Services to the Customer in accordance with the terms of the Contract;

 

c)    meet any performance dates for the Services specified in the Contract;

 

d)    co-operate with the Customer in all matters relating to the Services,and comply with all reasonable instructions of the Customer;

 

e)    perform the Services with the best care, skill and diligence in accordance with best practice in the Provider's industry, profession or trade;

 

f)     use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Provider's obligations are fulfilled in accordance with the Contract;

 

g)    ensure that the Services conform with all descriptions and specifications set out in the Specification;

 

h)    co-operate with The Printrunner in resolving any complaints from any Customer relating to the Services;

 

i)      require each Customer to make all payments in relation to the Services to the Printrunner using the payment facilities provided by The Printrunner for this purpose;

 

j)      provide The Printrunner with such information and materials as The Printrunner may reasonably require in order to satisfy itself that the Provider is providing the Services in accordance with these Conditions and ensure that such information is accurate in all material respects;

 

k)    treat any user identification code, password or any other piece of information provided to the Provider as part of The Printrunner’s security procedures as confidential and not disclose it to any third party;

 

l)      promptly notify The Printrunner at info@theprintrunner.co.uk if the Provider has any reason to suspect that any unauthorised person knows user identification code, password or any other piece of information provided to the Provider as part of The Printrunner’s security procedures;

 

m)   be responsible for configuring its information technology, computer programmes and platform to access the Site. The Provider should use its own virus protection software;

 

n)    not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. The Provider must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to that website.

 

o)    not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the Provider would commit a criminal offence under the Computer Misuse Act 1990. The Printrunner will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the Provider’s identity to them. In the event of such a breach, the Provider’s right to use the Site will cease immediately;

 

p)    to use the Site only for lawful purposes. The Provider may not use the Site:

 

(i)    in any way that breaches any applicable local, national or international law or regulation;

 

(ii)   in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

 

(iii)  for the purpose of harming or attempting to harm minors in any way;

 

(iv)  to send, knowingly receive, upload, download, use or re-use any material which does not comply with the standards set out in clause 4.1(s);

 

(v)   to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

 

(vi)  to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

 

q)    not reproduce, duplicate, copy or re-sell any part of the Site;

 

r)     not access without authority, interfere with, damage or disrupt:

 

(i)    any equipment or network on which the Site is stored;

 

(ii)   any software used in the provision of the Site; or

 

(iii)  any equipment or network or software owned or used by any third party; and

 

s)    ensure that in relation to all material (and any part of such material) which the Provider contributes to the Site including any material for the Provider’s personalised web page on the Site:

 

(i)    all facts stated are accurate;

 

(ii)   all opinions stated are genuinely held;

 

(iii)  it complies with applicable law in the UK and in any country from which it is posted;

 

(iv)  it does not contain any material which is defamatory of any person;

 

(v)   it does not contain any material which is obscene, offensive, hateful or inflammatory;

 

(vi)  it does not promote sexually explicit material or violence;

 

(vii)it does not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

 

(viii)               it does not infringe any copyright, database right or trade mark of any other person;

 

(ix)  it is not likely to deceive any person;

 

(x)   it is not made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

 

(xi)  it does not promote any illegal activity;

 

(xii)it is not threatening and does not abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

 

(xiii)               it is not likely to harass, upset, embarrass, alarm or annoy any other person;

 

(xiv)               it is not used impersonate any person, or to misrepresent the Provider’s identity or affiliation with any person;

 

(xv)                it does not give the impression that it emanates from The Printrunner, if this is not the case; and

 

(xvi)               it does not advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

 

 

4.2 The Provider shall reimburse The Printrunner on written demand for any costs, claims, demands, expenses or losses sustained or incurred by The Printrunner arising directly or indirectly from any act or omission by the

Provider or failure by the Provider to perform any of its obligations under these Conditions (Provider Default).

 

4.3 In the event of Provider Default the Printrunner shall without limiting its other rights or remedies have the right to suspend performance of its obligations under these Conditions until the Provider remedies the Provider Default

 

5. CHARGES AND PAYMENT

 

5.1 The Provider shall pay to The Printrunner the following charges:

a)    an membership fee of £500 payable annually in advance (Membership Fee);

b)    a charge for each Lead provided to the Provider (Lead Fee) will be appliable; and

 

5.2 The Printrunner reserves the right to increase any of the above charges, provided that such charges cannot be increased more than once in any 12 month period. The Printrunner will give the Provider written notice of any such

increase 1 month before the date of the increase. Such increase shall automatically take effect on the specified date of increase but if such increase is not acceptable to the Provider, it may notify The Printrunner in writing within

2 weeks of the date of The Printrunner's notice and elect to terminate theAgreement by giving 2 weeks' written notice to The Printrunner.

 

5.3 The Printrunner shall invoice the Provider for the Membership Fee annually in advance. The Provider shall pay each invoice submitted by The Printrunner:

 

a)    within 7 days of the date of the invoice; and

b)    in full and in cleared funds to a bank account nominated in writing by The Printrunner and time for payment shall be of the essence.

 

5.4 Lead Fees must normally be paid by credits purchased by the Provider from The Printrunner. However, in the event of the Provider having insufficient credits to pay for any Lead or Leads supplied to it by The Printrunner, The

Printrunner shall invoice the Provider for such Lead or Leads. The Provider shall pay each invoice so submitted by The Printrunner:

 

a)    within 7 days of the date of the invoice; and

b)    in full and in cleared funds to a bank account nominated in writing by The Printrunner and time for payment shall be of the essence.

 

5.5 Any Additional Charges in relation to a Contract will normally be paid by the setting off of the amount of the Additional Charges against the relevant Customer Payment. However, in the event that no Customer Payment is, for

any reason, received by The Printrunner within 30 days of the date of the relevant Contract, The Printrunner may invoice the Provider for such Additional Charges. The Provider shall pay each invoice so submitted by ThePrintrunner:

a)    within 7 days of the date of the invoice; and

b)    in full and in cleared funds to a bank account nominated in writing by The Printrunner and time for payment shall be of the essence.

 

5.6 Within 7 days of the end of each calendar month (Relevant Month), the Provider shall submit or cause to be submitted to The Printrunner a statement in writing confirming:

 

a)    details of all Contracts entered into during the Relevant Month;

b)    the value of those Contracts;

c)    details of all invoices submitted to Customers during the Relevant Month (irrespective of when the Contract was entered into) (Relevant Invoices) and when such invoices fall due for payment;

d)    the amount of Additional Charges due and payable in respect of Relevant Invoices; and

e)    any other particulars The Printrunner may reasonably require.

 

5.7 The Provider shall keep proper records and books of account relating to all Contracts sufficient to enable the amount of Additional Charges to be accurately calculated. Such records and books shall be open from 9.00 am to

5.00 pm on Business Days to inspection and audit by The Printrunner (or its authorised representative), who shall be entitled to take copies of or extracts from the same. If such inspection or audit should reveal a discrepancy in the

Additional Charges paid from those payable under these Conditions, the Provider shall immediately make up the shortfall and reimburse The Printrunner in respect of any professional charges incurred for such audit or

inspection. Such right of inspection of The Printrunner shall remain in effect for a period of one year after the termination of the Agreement.

 

5.8 Where The Printrunner receives a Customer Payment in relation to a Contract, it shall account to the Provider for such amount less the amount of the Additional Charges referable to that Contract within 7 days.

 

5.9 All amounts payable by either party under these Conditions are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under these Conditions

by one party (the Supplier) to the other (the Recipient), the Recipient shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply at the

same time as payment is due for the supply in question.

 

5.10 If either party fails to make any payment due to the other under these Conditions by the due date for payment, then party in default shall pay interest on the overdue amount at the rate of 5% per cent per annum above

Barclays Bank Plc'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 party in default shall pay the interest

together with the overdue amount.

 

5.11 The Provider shall pay all amounts due under these Conditions in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Printrunner may at any time, without

limiting its other rights or remedies, set off any amount owing to it by the Provider against any amount payable by The Printrunner to the Provider.

 

 

6. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in or arising out of or in connection with the Site shall be owned by The Printrunner.

 

7. LIMITATION OF LIABILITY: THE PROVIDER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

 

7.1 Nothing in the Agreement shall limit or exclude The Printrunner's liability for:

a)    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b)    fraud or fraudulent misrepresentation; or

c)    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

 

7.2 Subject to clause 7.1, The Printrunner shall not be liable to the Provider, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

a)    loss of profits;

b)    loss of sales or business;

c)    loss of agreements or contracts;

d)    loss of anticipated savings;

e)    loss of use or corruption of software, data or information;

f)     loss of damage to goodwill;

g)    any indirect or consequential loss; and

h)    any loss due to the Site being unavailable or be interrupted for technical or operational reasons.

 

7.3 Subject to clause 8.1, The Printrunner's total liability to the Provider, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement with the exception of

claims for payment of sums due under clause 5.8) shall be limited to the greater of £500 and the total Charges paid by the Provider under the Agreement during the previous 12 month period.

 

7.4 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 Agreement.

 

7.5 This clause 7 shall survive termination of the Agreement.

 

8. TERMINATION

 

8.1 Without limiting its other rights or remedies, either party may terminate the Agreement by giving the other party three months' written notice.

 

8.2 Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

 

a)    the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

 

b)    the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent

restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on

business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

 

c)    the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

 

d)    the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

 

8.3 Without limiting its other rights or remedies, The Printrunner may terminate the Agreement with immediate effect by giving written notice to the Provider if:

 

a)    the Provider fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

 

b)    there is a change of Control of the Provider.

 

8.4 Without limiting its other rights or remedies, The Printrunner may suspend provision of the Services under the Agreement or any other contract between the Provider and The Printrunner if the Provider becomes subject to any of

the events listed in clause 8.2(b) to clause 8.2(d) or The Printrunner reasonably believes that the Provider is about to become subject to any of them, or if the Provider fails to pay any amount due under the Agreement on

the due date for payment.

 

9. CONSEQUENCES OF TERMINATION

 

On termination of the Agreement for any reason:

 

a)    each party shall pay to the other within 14 days all of outstanding amounts and interest it owes to the other party;

 

b)    the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which

existed at or before the date of termination or expiry; and

 

c)    clauses which expressly or by implication survive termination shall continue in full force and effect.

 

10. GENERAL

 

10.1 Disabling of identification codes and passwords. The Printrunner reserves the right to disable any user identification code or password, whether chosen by the Provider or allocated by The Printrunner, at any time,

if in the reasonable opinion of The Printrunner the Provider has failed to comply with any of the provisions of these Conditions.

 

10.2 Force majeure. Neither party shall be in breach of the Agreement nor liable

for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or

causes beyond its reasonable control.

 

10.3 Assignment and other dealings.

 

a)    The Printrunner may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any

manner any or all of its obligations under the Agreement to any third party or agent.

 

b)    The Provider shall not, without the prior written consent of The Printrunner, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or

obligations under the Agreement.

 

10.4 Confidentiality.

 

a)    Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information

concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.4(b).

 

b)    Each party may disclose the other party's confidential information:

 

(i)    to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers,

representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.4; and

 

(ii)   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

c)    Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.

 

10.5 Entire agreement.

 

a)    This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its

subject matter.

 

b)    Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent

misrepresentation or negligent misstatement based on any statement in this agreement.

 

10.6 Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

10.7 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

 

a)    waive that or any other right or remedy; or

 

b)    prevent or restrict the further exercise of that or any other right or remedy.

 

10.8 Severance. If any provision or part-provision of the Agreement 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 Agreement.

 

10.9 Notices.

 

a)    Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause or (in the case of the Provider) supplied when registering on the Site as a printer, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

 

b)    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.9(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 email, one Business Day after transmission.

 

c)    The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

10.10 Third parties. No one other than a party to the Agreement shall have any right to enforce any of its terms.

 

10.11 Governing law. The Agreement, and any dispute or claim (including non contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

 

10.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation