1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.8.
Content: all information, materials, documents, photographs and other content submitted by a Customer to the Supplier.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Corporate Customer: means any Customer with an established corporate account with the Supplier.
Customer: the person or firm who purchases the Services from the Supplier.
Force Majeure Event: has the meaning given to it in clause 11.1(a).
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Services, as set out in the Customer’s online purchase order form.
Services: the provision of an online public relations service.
Supplier: Webain Ltd trading as PR Fire. Registered in England & Wales number: 08426124. VAT registration number: GB161 282 427.
1.2 Construction. In these Conditions, the following rules apply :
2.1 The Order constitutes an offer by the Customer to purchase Services from the Supplier in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties.
The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them.
They shall not form part of the Contract or any other contract between the Supplier and the Customer for the supply of Services.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3.1 The Supplier shall provide the Services to the Customer.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.4 While the Supplier will distribute acceptable Content to various media outlets, the Supplier makes no guarantee that any Content will be published or in any other way used by any third parties to whom it is sent, and the Supplier makes no representations or warranties whatsoever in relation to any potential improvement in search engine rankings or similar potential benefits.
4.1 The Customer warrants to the Supplier that it is entering into the Contract as a business and not as a consumer.
If the Customer is a consumer, then it should contact the Supplier directly.
4.2 The Customer warrants to the Supplier that:
4.3 The Customer shall:
4.4 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
5.1 The charges for Services shall be as set out on the Supplier’ website, but all errors and omissions are hereby excluded. The Supplier reserves the right to alter its charges for the Services at any time. All prices are subject to fair usage.
5.2 The Customer (excluding Corporate Customers) shall pay for the Services in full in advance, by credit or debit card using the PayPal system used by the Supplier.
5.3 Corporate Customers will be asked to pay for their very first corporate account by debit or credit card using the Paypal system used by the Supplier. Every month the Corporate Customer will be sent an invoice a week before their monthly contract is due to expire.
The Corporate Customer shall pay all invoices within that week by credit or debit card using the Paypal system used by the Supplier.
In the event that payment is not made in accordance with this clause, accounts will be deactivated until the invoice is paid.
5.4 Time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer 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 of the Services at the same time as payment is due for the supply of the Services.
5.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.
The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
5.7 The Supplier will not make refunds under any circumstances.
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain.
The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
This clause 7 shall survive termination of the Contract.
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation.
8.2 Subject to clause 8.1:
8.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.4 The Customer shall fully indemnify and hold harmless the Supplier, its agents, officers and employees, and any third parties with whom the Supplier deals in relation to the provision of the Services, against any claim, action, liability, loss, damage or suit (Claims), arising from the use by the Supplier of the Content in any way as set out in clause 4.2 above.
8.5 The Customer shall fully indemnify and hold harmless the Supplier, its agents, officers and employees, and any third parties with whom the Supplier deals in relation to the provision of the Services, against any Claims, arising from any breach of warranty or representation made to the Supplier by or on behalf of the Customer, or for any breach by the Customer of the provisions of these Conditions.
8.6 The indemnities set out in clauses 8.4 and 8.5 above shall include an obligation to pay any and all expenses and costs incurred by the Supplier in investigating and defending any Claims.
8.7 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract (and any corporate accounts which Corporate Customers may have with the Supplier) with immediate effect by giving written notice to the Customer if:
9.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
9.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
On termination of the Contract for any reason:
11.1 Force majeure:
11.2 Assignment and subcontracting:
11.4 Waiver and cumulative remedies:
11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
11.9 Email newsletter: You enable PR Fire to add your email address to its newsletter mailing list and consequently agree to receive the email newsletter. Your email address will be used for this purpose only and will not be distributed to any third party.
11.10 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.