1.This Agreement is a legally binding Agreement and is not subject to cancellation except by these terms and conditions
2.The Client agrees, unless otherwise provided herein, to produce copy at the time of signing this Agreement for inclusion in the Publication. In the case of copy not being provided within ten working days of the date of this Agreement we reserve the right to produce the advertisement in a form considered suitable for publication. The onus is with the Client to advise the Company should an advertisement proof not be received. If no amendments are received and acknowledged by the Company within ten working days of an advertisement proof being sent the original proof will be deemed correct in all aspects.
3. Unless otherwise provided herein, the Client shall not enjoy any preferential position in the Publication.
4.The Client represents and warrants to the Company that it has all legal right, title and interest in and to any proprietary rights with respect to the copy to be advertised in the Publication. The Client agrees to indemnify and hold the Company harmless from all losses, liabilities, costs and expenses in connection with any claim by the third party with respect to any alleged infringement of copyright, trademark, service mark, or any other proprietary rights as a result of the advertising in the Publication by the Client.
5. The Company reserves the right for any reason whatsoever to withhold, withdraw or refuse any advertisement.
6. The Company reserves the right for any reason to make reasonable changes to the size, shape, category, media type, venue and/or location of the advertisement to be placed in the Publication.
7. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. Any special terms or conditions which the Client believes were incorporated into this Agreement during any conversation with the salesperson concerned or with any member of staff must either be contained overleaf or be notified to us in writing, by recorded delivery, to the registered office of the Company within fourteen days of the date of this Agreement, failing which it shall be deemed withdrawn, and it is agreed that the Client shall have no exclusive rights with respect to the publication unless otherwise provided herein to the contrary. The Client agrees that he will have no remedy in respect of any untrue statement made to him upon which he relied in entering this contract and that his only remedies will be for breach of contract.
8.This Agreement comes into effect upon signature.
9.This Agreement relates to an advertisement which will appear at the Golf Club to be displayed at the Golf Club referred to overleaf. This Agreement is an Agreement for the sale of advertising services and not the sale of goods. Title in all Scorecards remains with the Company at all times.
10.. The date upon which Scorecards containing the publication of the Client are first delivered to the Golf Club for displaying will be the first day of the Initial Advertising Period which will run for a minimum period of twenty-four months from that date, or until the allocation of scorecards promised are given away from the golf club.
11. If you do not wish your advertisement to appear at the Golf Club after the expiry of the Initial Advertising Period you must serve notice in writing by recorded delivery post to that effect at the registered office of the Company, or by email, no later than eighteen months after today’s date (today’s date being the date of signature of the contract) failing which this Agreement will become a six month rolling contract which may only be terminated by either party upon six months written notice which must be given to the other party in accordance with clause 16 and which must be expressed to expire on either the date six months after the last day of the Initial Advertising Period or any anniversary of the date six months after the last day of the Initial Advertising Period.
12. On the day, twenty-four months from the date of signature of this contract and every three months after such day a renewal amount equal to one half of the first six months value plus VAT, shall become payable. This amount shall be payable and collected pursuant to the banker’s order overleaf or credit / debit card continuing authority mandate you have given the Company. This arrangement shall continue until this agreement is terminated in accordance with its terms. Where an Artwork Charge is payable under this Agreement the Client will be responsible to pay in advance three monthly Artwork Charge equal to 25% of the amount due of the initial twenty-four months period Artwork Charge plus VAT which will be payable by means of the Bankers Order(s) overleaf and which will cover all additional Artwork for the same Advertisement in the renewal period to which it falls due under this contract. “Renewal Pass(es)” will be for a duration equal to the period of Advertising paid for, subject to clause 25.
13. If for any reason the Publication shall not be or cease to be published, then the Client shall be liable for its pro rata portion of the amounts due under this Agreement, taking into consideration the extent to which the Agreement has been honoured by the Company, and that shall be the Client’s sole remedy.
14. The Advertiser authorises the Publisher to process Debit/Credit card payments for failed Bankers Order Payments.
15. If the Client shall fail to make any payment or installment in relation to the Initial Advertising Period, or any further Period, when due hereunder within fourteen days of the date upon which such payment or installment shall be due, then the entire balance under this Agreement shall then automatically become due and payable, and this balance, plus all costs of collection, charged at 20% + VAT of the outstanding balance.
16.This Agreement may not be amended except in writing signed by both the Company and the Client. No oral amendments of any kind may be made to this Agreement.
17. No notice to the Company or the Client shall be binding, valid or effective unless sent by recorded delivery post to the registered office of the Company or the address of the Client as set out overleaf (as the case may be), or by email received and confirmed.
18. The benefit of this Agreement and any authority created by this Agreement and any debt created by this Agreement or renewal income is capable of transfer or other disposal by the Company (but not the Client) to any third party in whole or in part.
19. If the Client fails to meet the Terms and Conditions of this Agreement and is omitted from publication any monies paid to the Company are non refundable and this in no way prejudices the Company’s rights under this agreement including under Clause 14.
20. If for any reason “The Publication” shall not be or cease to be published, then the Client shall be entitled to a refund of monies paid from the initial advertising period or subsequent renewal(s) equivalent to the percentage of time outstanding at the time of removal of the advertisement and that this refund shall be the Client’s sole remedy. For the avoidance of doubt no refund shall be made and the Client shall still be liable for the total amount of the Artwork Charge.
21.The Client agrees that the Company shall have absolute discretion to remove the Client’s advertisement from “The Publication” at any time whatsoever. In the eventuality of which the Client shall be entitled to a refund of monies paid from the initial advertising period or subsequent renewal(s), equivalent to the percentage of time outstanding at the time of removal of the advertisement and that this refund shall be the Client’s sole remedy. For the avoidance of doubt no refund shall be made and the Client shall still be liable for the total amount of the Artwork Charge.
22.The Company and/or its successors and assignees are irrevocably authorised as agent for the Client to complete either or both Payment Method Bankers Order overleaf as a Bankers Order Mandate and/or as a further Bankers Order Mandate with the name and account details of the Client’s bank and to present that order for payment to the Client’s bank and in addition to complete all payments, frequency, account and payee details and any relevant information. The Company may only use this clause to secure payment of monies already due or monies that may become due and payable under this agreement, along with payments being made by credit or debit cards.
23. The balance of the initial twenty-four months value plus VAT will be due in seven equal instalments, by banker’s order or debit/credit card (given at the point of sale), the first payment three months from the contract date and thereafter every three months. In the event of any cheque(s), Bankers Order, Credit/Debit Card Mandate(s) or any other payment not being paid within 14 days of the due date, the Company reserves the right to levy a £35.00 plus VAT administration charge on each such occasion.
24. Complimentary rounds (whether First Pass or Renewal Pass) granted to the advertiser for free rounds of golf at the golf club named overleaf is a concession only. Such rounds are only available on the days / period specified overleaf. Complimentary rounds of golf are subject to availability and are at the discretion of the golf club. Notwithstanding that, both the Company and the golf club have worked together in order that advertisers are able to take advantage of the concession. At certain times, for example, when the golf club is holding a competition there may be restrictions as to the availability of free rounds or no tee times available whatsoever. If the advertiser is unable to secure their preferred time and day of play then they should discuss with the club what the next best alternative is. In the event that an advertiser is unable to secure a tee time in any given week (being Monday to Sunday) then the Company will extend the Agreement by a further week at no extra cost to the advertiser. In order to provide this extension to the Agreement the advertiser must provide proof from the golf club that no tee times were available during the week concerned. The Company cannot be held liable in the event that the course is closed for inclement weather, maintenance or any other reason beyond the Company’s control.
25. The Company shall not be liable to the Client in contract, tort or otherwise for any failure to provide or any delay in providing its services to the Client where such failure or delay is due to or substantially outside the control of the Company including, without prejudice to the generality of the foregoing, industrial action, shortage of materials, governmental regulation, loss of the Company’s rights to advertise and or place scorecards at the Client’s original nominated golf club or any other golf club by way of substitution or fire, flood, adverse weather conditions, natural disaster, pandemic or other act of God. Furthermore, in circumstances whereby the failure and or delay in providing its services to the Client occur due to the Company losing its rights to advertise and or place scorecards at the originally nominated golf club the Company shall use its best endeavours to perform its services and secure similar rights at an alternative golf club within a 20 mile radius of the originally nominated golf club.
26. The Company is only obligated to send the “Renewal Pass(es)” to the Client subject to the “Renewal Pass(es)” being received by the Company. The “Renewal Pass(es)” will only be sent out when a request in writing has been made by the Client sent to the registered address of the Company by recorded delivery within six months of the first day of eligibility. For the avoidance of doubt, eligibility is defined for the purposes of this Agreement as the first day of each six month notice period pursuant to clause 11. Once an eligibility period has expired (for the avoidance of doubt if no notice has been received in writing by recorded delivery to the registered office of the Company) then the Company is no longer obligated to send the said “Renewal Pass(es)” for that Renewal period.
27. It is the parties intention that the Company will use its reasonable endeavours to cause the owner or operator of the Site to distribute all of its agreed run of the Publications as quickly as practicable in order that the Client may obtain the benefit of the advertising contracted for under this Agreement as soon as reasonably practical and the parties agree that the evidence of the production of each edition of the Publication and its delivery to the site will be good evidence of performance by the Company of its obligations under this Agreement.
28. This contract does not carry a VAT registration number and is endorsed that it is not a VAT invoice. If you are VAT registered you cannot claim VAT until we receive payment and issue a VAT invoice. The tax point on that invoice will be shown as the day we receive payment and will be issued within seven days of receipt upon request.
29. The Company reserves the right to suspend any complimentary rounds of golf, should the account go into arrears. Any time lost will not be recoverable.
30. Unless otherwise expressly agreed in writing between the Seller and the Buyer all directors of the Buyer if a limited company hereby irrevocably agree to be jointly and severally personally liable for the debts of the Buyer to the Seller and to indemnify the Seller in full in the event of non-payment by the Buyer to the Seller for goods and or services provided by the Seller to the Buyer. This includes but is not limited to the Seller’s right to commence recovery action against any director or directors if more than one of the Buyer in their personal capacity in addition to recovery action against the Buyer if a limited company to recover all sums owed to the Seller arising out of this and any other agreement between the Parties in furtherance of this Agreement and where a single director signs this Agreement that director hereby expressly confirms that they are signing on behalf of all other directors and that all such directors are aware of this clause and consented to a sole signatory on their behalf to this Agreement.
