terms of business

 

These Terms of Business apply to all published Material for publication on the BLD website (“Site”) and please ensure that you read these Terms of Business as they contain the relevant terms for all published Material on the site, including advertisements. No proposed variation, amendment or changes to these Terms of Business are valid or have any effect.

DEFINITIONS

Advertisement means material placed by the Advertiser for publication on the Site.

Advertiser means any individual, firm, company or organisation placing an Advertisement on the Site.

Annual Advertising Subscription means the Advertiser’s subscription to one of Totally Management’s 12 month advertising packages.

BLD means the Black Lawyers Directory which is an online publication owned by Totally Management Ltd at www.onlineBLD.com. Totally Management Ltd is a company incorporated in England and Wales with registration number 5175292 and whose registered address is at 2nd floor, 145-157 St John Street, London, EC1V 4PY

Downgrade means an Annual Advertising Subscription of a lower monetary value than the Advertiser’s existing Annual Advertising Subscription.

Material means information on the Site, including text, hyperlinks, graphics, images and artwork and includes but is not limited to information provided by the Advertiser for publication on the Site.

One-Off Advertisement is an Advertisement other than an Annual Advertising Subscription.

User means any individual, firm, company or organisation accessing the BLD site.

Upgrade means an Annual Advertising Subscription of a higher monetary value than the Advertiser’s existing Annual Advertising Subscription.

Pro Rata Refund means a discretionary refund by Totally Management to the Advertiser, of a proportion of the total costs due and paid (including VAT) of the existing Annual Advertising Subscription package, where the Advertiser requests an Upgrade or a Downgrade of its Annual Advertising Subscription.

For Upgrades only, 80% of the total costs due and paid (including VAT) may be refunded by Totally Management to the Advertiser where the Annual Advertising Subscription has been in existence for 2 months or less and 60% may be so refunded where the Annual Advertising Subscription has been in existence for more than 2 months but for 5 months or less.

For Downgrades only, 65% of the total costs due and paid (including VAT) may be refunded by Totally Management to the Advertiser where the Annual Advertising Subscription has been in existence for 2 months or less.

Pro Rata Payment means payment made by the Advertiser to Totally Management of a proportion of the total costs (including those paid, those outstanding and VAT) of the existing Annual Advertising Subscription package, where the Advertiser requests an Upgrade or Downgrade of its Annual Advertising Subscription.

For Upgrades only, 20% of the total costs (including those paid, those outstanding and VAT) is paid by the Advertiser to Totally Management where the Annual Advertising Subscription has been in existence for 2 months or less.

For Downgrades only, 35% of the total costs (including those paid, those outstanding and VAT) is paid by the Advertiser to Totally Management where the Annual Advertising Subscription has been in existence for 2 months or less.

Publication and Published means the making of the Material accessible to the Site Users.

The Site means www.onlinBLD.com or any other domain names pointing to it

THE ADVERTISEMENT

  • The Advertisement can be placed by the advertiser online, by email or by fax.
  • Where the Advertisement is placed online, the Advertiser shall receive an automatic electronic confirmation of the Advertisement
  • Where the Advertisement is placed by email or fax, the Advertiser shall receive a confirmation of the Advertisement by email or by fax.
  • Advertisements may be One-Off or an Annual Advertising Subscription.
  • Neither a One-Off nor an Annual Advertising Subscription may be cancelled by the Advertiser once the Advertisement has been confirmed by Totally Management.
  • An Annual Advertising Subscription may be amended as follows:
    • Where the amendment is an Upgrade, this can done at anytime. The existing Annual Advertising Subscription will be treated as terminated and a Pro Rata Refund made to the Advertiser or a Pro Rata Payment made by the Advertiser to Totally Management, as appropriate. The new upgraded Annual Advertising Subscription will then become effective from the date of the termination of the existing Annual Advertising Subscription.
    • Pro Rata Refund and Pro Rata Payment do not apply to Upgrades where the Annual Advertising Subscription has been in existence for 5 months or more.
    • Where the amendment is a Downgrade and the Annual Advertising Subscription has been in existence for 2 months or less, the existing Annual Advertising Subscription will be treated as terminated and a Pro Rata refund made to the Advertiser less 15% of the total sum of the Pro Rata refund or a Pro Rata Payment is made by the Advertiser to Totally Management plus 15% of the total sum of the Pro Rata Payment, as appropriate. The new downgraded Annual Advertising Subscription will then become effective from the date of the termination of the existing Annual Advertising Subscription.
    • Where the amendment is a Downgrade and the Annual Advertising Subscription has been in existence for 2 months or more, the existing Annual Advertising Subscription will be treated as terminated. The new downgraded Annual Advertising Subscription will then become effective from the date of the termination of the existing Annual Advertising Subscription.
    • Pro Rata Refund and Pro Rata Payment do not apply to Downgrades where the Annual Advertising Subscription has been in existence for 2 months or more.

PAYMENT

  • Payment for any Advertisement placed online is due and payable in full in pounds sterling (unless otherwise indicated) without any deductions or set offs before or at the time of the confirmation of the Advertisement
  • Payment for any Advertisement is placed by email or by fax, prepayment of the Advertisement is due and payable in full in pounds sterling (unless otherwise indicated) without any deductions or set offs before or at the time of the confirmation of the Advertisement.
  • In the event that an agreement is reached in writing between the Advertiser and Totally Management for payment to be made other than online or by prepayment, invoices will be rendered by Totally Management to the Advertiser and such invoices must be settled in full within 30 days of the invoice date payable in pounds sterling (unless otherwise indicated) without any deductions or set offs. Where such an invoice remains unpaid after 30 days, Totally Management reserves the right to charge interest on the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and is entitled to immediately suspend the publication of the Advertisement and/or future Advertisements until payment has been received.
  • Totally Management may at any time instruct a debt collection agency or invoice factoring agency to recover any sums outstanding and recover from the Advertiser any costs or charges incurred following such step.
  • The Advertiser still remains liable for full payment where the Material for publication is not delivered by the Advertiser to Totally Management.

TOTALLY MANAGEMENT’S OBLIGATIONS TO THE ADVERTISER

  • The Publication of the Advertiser’s Advertisement for the agreed period provided that the Advertiser has made all payments due to Totally Management in accordance with these Terms of Business.
  • To take reasonable and appropriate measures, including encryption, to protect the Advertiser’s personal information.
  • Not to amend or otherwise edit the Advertiser’s Material without the Advertiser's consent except for the purposes of complying with the applicable law and/or regulations or organising or classifying the Material for the Site.
  • Totally Management will use its reasonable endeavours to maintain technical access for Users to the Site but no warranty is given that such access to the Site will be uninterrupted.

ADVERTISER'S OBLIGATIONS

  • Make payment in accordance with these Terms of Business
  • Where an Advertisement is placed or payment is made online, ensure that the Advertiser’s electronic device has the necessary technical capability to place the Advertisement and/or make the payment.
  • Grant Totally Management the royalty free right and licence to use, copy, reproduce, publish, store, transmit, distribute and display the Advertisement worldwide. No rights in the Advertiser's Material shall however, transfer to Totally Management under these Terms of Business.
  • Grant permission to Totally Management and acknowledge that the Material may be used to compile statistical information on the Advertiser and update details of the Advertiser on Totally Management's services databases.
  • Warrant that its Material is not unlawful, obscene, defamatory, offensive, profane, threatening, abusive, hateful, derogatory, in breach of advertising industry codes of conduct or any third party rights or otherwise unacceptable.
  • Warrant that its Material, including e-mail attachments, is free from computer viruses and has been checked by a recognised virus checking agent.
  • Supply, where appropriate images to Totally Management in .gif or .jpeg format and other materials in the format agreed with Totally Management.
  • Ensure that materials comply with Totally Management's requirements as set out in these Terms of Business and pay the cost or any necessary additional work involved to ensure compliance.
  • Indemnify Totally Management, its directors and employees against all losses, costs, claims, demands, expenses or damages (whether direct or consequential) including without limitation, any economic loss or other loss of profits or goodwill suffered or incurred by Totally Management, its directors or employees as a result of a breach or alleged breach of any of these Terms of Business.
  • Accept sole responsibility for the for the content, legality and accuracy of its Material.

EXCLUSION AND LIMITATION OF LIABILITY

  • Totally Management disclaims any liability for any direct, indirect or consequential loss or damage suffered as a result of the publication whether arising in contract, tort (including negligence), breach of statutory duty or otherwise and whether directly or indirectly resulting from inaccuracies, defects, delays, discontinuation of publication, errors, omissions, inclusions, out of date information or otherwise of the publication.
  • In the event that any exclusion of liability in these Terms of Business shall be invalid, Totally Management's aggregate liability to the Advertiser for any loss or damage of whatsoever nature whether arising in tort (including negligence), contract or otherwise shall not exceed a sum equal to the sum paid or payable by the Advertiser to Totally Management for the Publication of the Advertiser’s Material which is the subject matter of the claim.
  • Totally Management expressly does not make any representation or give any warranty that User Data is virus-free and will not accept any liability therefore.
  • Totally Management shall be under no liability for any failure, delay or omission on its part or resulting from any cause beyond its reasonable control including (but not limited to) Acts of God, acts or regulations of government or other authorises, war, acts of terrorism, fire, strikes or other industrial disputes, power failure, failure of telecommunication lines connections or equipment or failure or defects in any hardware or software owned or supplied by third parties.
  • Nothing in these Terms of Business shall operate to limit liability for death or personal injury caused by Totally Management’s negligence, fraudulent misrepresentation made by Totally Management or any other statutory rights which are not capable of being excluded.

JURISDICTION

  • These Terms of Business, our Terms and Conditions of Use and Privacy Policy and the relationship between the Advertiser and Totally Management shall be governed exclusively by the laws of England and Wales and the Advertiser and Totally Management Ltd agree to submit any dispute arising out of the use of these Terms to the exclusive jurisdiction of the courts of England and Wales.

GENERAL

  • Totally Management reserves the right to change these Terms of Business and such changes shall become effective on notification.
  • Totally Management expressly reserves the right to refuse to publish and/or remove or delete publication which in whole or in part, is, in its sole discretion, unacceptable or in contravention of any of these Terms of Business.
  • If any provision of these Terms of Business is found by a court of competent jurisdiction to be invalid or unenforceable, the other provisions of these Terms of Business shall be unaffected and remain in full force and effect.
  • Failure by Totally Management to insist upon strict performance by the Advertiser of any of these Terms of Business, including payment terms shall not operate as a waiver or otherwise release or in any way affect the liability of the Advertiser under these Terms of Business.

 


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Totally Management Ltd Wragge and Co Withers