1. These Terms and Conditions will apply to the provision of media services detailed in our quotation (Services), including but not limited to online advertising, digital campaigns, printed advertising, webinars, online and in-person events (Services) by Sunrise Press Ltd, a company registered in England and Wales under number 13617283 whose registered office is at 37 Riverside House, Tonbridge, Kent, TN9 1EP (we, us or Supplier).
2. These Terms and Conditions will be deemed accepted by you (you or Customer) when you accept them or the quotation, or from the commencement of the Services (whichever happens earlier) and will constitute the entire agreement between us.
3. These Terms and Conditions and the quotation (together, the Contract) apply exclusively to the provision of the Services between us and you, to the exclusion of any other terms you may seek to apply or which may be implied by trade, custom or practice.
Interpretation
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.
Services
7. The description of the Services is set out in our sales or promotional documentation, unless expressly modified in our quotation. By accepting the quotation, you acknowledge that you have not relied on any statements or representations outside of the quotation. Descriptions of Services are illustrative only.
8. We may make changes to the Services where required to comply with applicable legal, safety, or regulatory obligations or where such changes do not materially affect the nature or quality of the Services.
Price
9. The price (Price) of Services are set out in our quotation current at the date of your order or such other price
as we may agree in writing.
10. If the cost of the Services to us increases due to any factor beyond our control including, but not limited to,
material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can
increase the Price prior to delivery.
Cancellation and Alteration
11. Service descriptions are subject to change without notice and are not a binding offer unless confirmed in writing.
12. Our quotation remains valid for the period stated in the quotation or, if not stated, for 14 days from its issue unless withdrawn earlier.
13. Either party may cancel the order before formal acceptance of the quotation.
Payment
14. We will invoice you for the Price:
a. upon commencement of the Services; or
b. in accordance with a schedule agreed in writing.
15. You must pay the Price within 14 days of the date of our invoice or otherwise according to any credit terms
agreed between us.
16. You must make payment even if delivery has not taken place and / or that the title in the Goods and Services
has not passed to you.
17. If you do not pay within the period set out above, we will suspend any further deliveries to you and without
limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 4% per
annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay
in full.
18. Time for payment will be of the essence of the Contract between us and you.
19. All payments must be made in British Pounds unless otherwise agreed in writing between us.
20. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or
withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim
against the other in order to justify withholding payment of any such amount in whole or in part.
Delivery / Provision of Services
21. We will deliver the Services (e.g., publication of advertising or hosting of events) as specified in the quotation or as otherwise agreed.
22. Any dates provided for delivery or completion of Services are estimates only. Time is not of the essence unless explicitly agreed in writing. However, all Services must be scheduled and delivered within the term of the contract (i.e., the contract year), unless otherwise agreed in writing by both parties.
23. We may deliver the Services in instalments (e.g., multiple campaign phases or event sessions). While these may be covered under a single contract, each deliverable or service item will be treated as a separate component for scheduling and delivery purposes, unless otherwise agreed in writing.
Acceptance of Services
24. You must raise any concerns or errors in the Services within 7 days of delivery or publication/performance.
25. If Services are found to be materially non-compliant with the agreed specification, and subject to your notification under clause
26. we will rectify or re-perform the relevant part of the Services where reasonably practicable.
Termination
27. We may terminate the Services contract immediately if:
a. You materially breach the Contract;
b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part there of, any documents are led with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of Liability
28. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
29. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
29. If we do not deliver the Services, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Services.
30. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
31. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Services, for:
a. any indirect, special or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or
goodwill; business interruption; or, other third party claims; and/or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our
reasonable control; and/or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations;
and/or
e. any loss relating to the choice of the Services and how they will meet your purpose or the use by you of
the Services supplied.
32. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Communications
33. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party
giving notice (or a duly authorised officer of that party).
34. Notices will be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal
business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
35. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Data Protection
36. When providing the Services (including, where applicable, any digital handling of client data) to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store, or process personal data of employees or representatives of the Buyer.
37. The parties agree that where such processing of personal data takes place, the Buyer shall be the ‘Data Controller’ and the Seller shall be the ‘Data Processor’ as defined under the General Data Protection Regulation (GDPR), as may be amended, extended, and/or re-enacted from time to time.
38. For the avoidance of doubt, the terms ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’, and ‘Data Subject’ shall have the meanings given to them in the GDPR.
39. The Seller shall only process Personal Data to the extent reasonably required to enable it to provide the Services in accordance with these terms and conditions, or as otherwise requested and agreed with the Buyer. The Seller shall not retain any Personal Data longer than necessary for such Processing and shall refrain from Processing any Personal Data for its own purposes or those of any third party.
40. The Seller shall not disclose Personal Data to any third parties other than its employees, directors, agents, subcontractors, or advisors on a strict “need-to-know” basis, and only under the same (or more extensive) conditions as set out in these terms and conditions, or to the extent required by applicable laws and/or regulations.
41. The Seller shall implement and maintain appropriate technical and organisational security measures to protect any Personal Data processed on behalf of the Buyer. Further information about the Seller’s data protection practices can be found in its Data Protection Policy, available at: https://legaltechnology.com/privacy-policy/. For any enquiries or complaints regarding data privacy, please contact [email protected].
Circumstances Beyond the Control of Either Party
42. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No Waiver
43. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
44. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
Law and Jurisdiction
45. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
