1. The Contract
1.1 When you order services from us, you enter into a contract with us.
2. Amendment by Us
2.1 We may change these Conditions from time to time. A change will be effectively immediately upon publication of the modified Conditions and will be posted to you
2.2 We have a policy of continuously improving our products and services. We may change any aspect of the Services from time to time. Such changes. Such changed may include the area of coverage and distribution of the Wedding Handbook; the title, font, format, type, look and feel and/or size of the Handbook, our advertisement policies; the range of available advertisement types and the Classification and Classification Headings and search facilities used. If we reasonably consider that such a change is likely to have a serious detrimental financial effect on you, then we will notify you of such change but shall not otherwise be obliged to inform you
3 Cancellation by Us
3.1 We may (without affecting any other right or remedy we may have) remove any listing or refrain from proceeding with any other listing you have ordered and/or refuse any further listing ordered without penalty and with immediate effect if:
a) you fail to pay when it is due and any sum payable under any agreement between you and us, and such sum remains outstanding;
b) you commit a material breach of any provision of the Contract, or a series of breaches which, when taken together, amount to a material breach of the Contract, unless in the case of a breach which is capable of remedy you have remedied the breach or breaches within fourteen (14) days of receiving a written request to do so;
c) you cease or threaten to cease to carry on business or are unable to pay your debts as they fall due;
3.2 We may cancel any Contract (in whole or in part) without penalty by giving you not less than seven (7) days’ notice in writing, to expire at any time before the proposed publication date
3.3 We may (without affecting any other right or remedy that we may have) suspend or refrain from processing any order (or renewal thereof) if you fail to pay any instalment or payment demanded by us from you. When or if all payments due are received by us as cleared funds prior to the proposed publication date we may, without notification to you, recommence processing of the order. We are neither responsible nor liable for our failure to process your order or publish your advertisement in the above circumstances
4 Charges and Payment
4.1 The charge for each listing shall be set out on the website. If a reduction is shown in respect of a promotional offer and you continue to meet all of the eligibility relating to that promotional offer then the charge shall be reduced by the amount shown but not otherwise. Terms of eligibility for promotional offers will be made available upon request should such offers become available
4.2 Unless otherwise agreed in writing and subject to Condition 4.3 payment in full shall become due and payable from you on demand. If you fail to make the payment by its due date we shall be entitled to charge you interest on the overdue payment at the rate of 4% per annum above the then current base lending rate of Santander and interest shall accrue on a daily basis from the date the payment became due until you make payment of the overdue amount.
4.3 If you have entered into a payment plan with us, payment may be made in instalments in accordance with the payment schedule contained within the contract letter
4.4 Unless you tell us otherwise, we will issue all information and other documents related to your listing, orders and account (including, without limitation, your invoices, etc) to the email address supplied.
4.5 Unless you tell us otherwise, we will email your invoice to you
4.6 If you fail to comply with any of the Conditions, you will still continue to be liable for all charges due and to become due to include, but not limited to legal expenses, interest, administration fees, court fees
4.7 The fees paid are administrative fees, they don’t guarantee that enquiries will be generated from your listing on www.weddinghandbook.co.uk
5. Your Obligations
5.1.1 You shall comply in all respects with the provisions of all statutes and statutory instruments applicable to any advertisement intended for publication in the Wedding Handbook, including (but not limited to) the Trade Description Act 1976, Sale of Goods Act 1979, Financial Services Act 2012
5.1.2 You shall comply in all respects with:
a) the British Code of Advertising, Sales Promotion and Direct Marketing;
b) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including (but not limited to) OfCom, the Advertising Standards Authority.
5.1.3 If your activities, conduct, advertising or promotion fall within the Financial Conduct Authority, you must:
a) fully comply with the additional terms and conditions on the FCA Consumer Declaration
5.1.4 You hereby agree, undertake and warrant that if you form a contract with us which consists of financial promotion (other than a financial promotion to which an exemption under the FSMA (Financial Promotion Order 2005 applies), you will ensure that prior to the proposed date of publication, the final content of each such advertisement will have been approved in writing for publication
5.1.5 even though a contract is in place between you and us, we may refuse to publish any listing or any part thereof where:
a) we consider that the content is contrary to or infringes the terms of any law or the right or privilege of any person or that it may mislead members of the public or that members of the public might find it offensive prejudicial or inflammatory or that it is likely to subject us to prosecution , criticism or embarrassment; and or
b) you have failed to provide any information or document requested by us
5.1.6 We reserve the right to delete any Proprietary Material from an listing where we have reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for your use of the same. In these circumstances, deletion shall not be deemed to be a breach of our obligations under the contract.
5.1.7 You warrant that, where any Advertisement contains indications, offers and promotions that are time sensitive including, by way of an example and not limited to, prices, those indications, offers and promotions will be presented in a way so as not to mislead users of the Wedding Handbook concerned.
6. Limitation of Liability
6.1 We do not exclude or limit our liability for death or personal injury resulting from our own negligence, or for fraudulent misrepresentation.
6.2 Save as provided in Condition 6.1, we shall not be liable, to the maximum extent permitted by applicable law, for any of the following losses or damage (whether arising in contract, tort (including negligence), strict liability or otherwise and whether such losses or damage were foreseen, foreseeable, known or otherwise):
6.2.1 loss of revenue
6.2.2 loss of actual or anticipated profits (including for loss of profits on contracts)
6.2.3 loss of anticipated savings
6.2.4 loss of business
6.2.5 loss of opportunity
6.2.6 loss of goodwill
6.2.7 loss of reputation
6.2.8 loss of or damage to, or corruption of data or software
6.2.9 wasted expenditure; or
6.2.10 any indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 6.2.1 to 6.2.9)
6.3 Save as provided in Condition 6.1, our entire liability under any contract shall not exceed the total charges paid by you under that contract for the Service that is the subject of the claim
You shall, on demand, fully indemnify us against any losses and/or liabilities in relation to any proceedings, claims, demands, damages, fines, costs, expenses and charges, which incurred or suffered by us or our employees or agents arising out of your conduct, including, but not limited to, any breach of the contract.
8. General Warranty and Grant of Rights
8.1 Without prejudice to any other rights and remedies, you represent, warrant and undertake throughout the term of the contract, that:
8.1.1. you have and will continue to have the authority to enter into the contract and to perform your obligations in accordance with it
8.1.2 you are acting and shall act in a business capacity and not as an individual or as a consumer
8.1.3 the contract is entered into and shall be operated solely for legitimate business purposes; and
8.1.4 you have obtained and shall continue to hold all rights, permission and consents to enable us to use the Proprietary Materials (including any data or copyright works as referred to in condition 8.2 an all intellectual property rights (IPRs) in it) in accordance with these Conditions.
8.2 Where your listing contains a URL, or you provide us with your business URL by other means, you hereby grant to us the right to fully access, copy, store, compile, recompile and index such website linked to from that URL, and any data and copyright works comprised therein or any portion thereof, by automated means including “spiders” or “crawlers”. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us under this Condition 8.
9. Intellectual Property Rights in the Advertisement
Except where stated elsewhere in these Conditions, all intellectual property rights (including copyright) created by us in connection with a Contract shall unconditionally vest in us and remain our property.
10. Force Majeure
We shall not be liable in respect of any breach of contract due to any cause beyond our reasonable control.
11.1 Any notice or other communication required to be given or served for the purposes of a contract except where otherwise provided shall be in writing and shall be taken to have been duly given and served if sent by post or delivered by hand
11.2 Your address for service shall be the address shown as such on the listing or an address notified to us by you as an address to which bills may be sent or your usual or last known place of abode or business or, if you are a limited company your last known registered office
11.3 Our address for service shall be Wedding Handbook Limited, The Co-op Centre, Whitehouse Road, Sunderland SR2 8AH or such other address as may be notified to you.
12. Rights of Third Parties
A person who is not a party to a contract has no rights under the Contracts (Rights of Third Parties) Act 199 to enforce any term of that contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
13. Unsolicited Goods and Services Act 1971
Any listing that require the inclusion of your listing or other details in a database may constitute an entry in a directory within the meaning of Section 3 of the Unsolicited Goods and Services Act 1971. Any listing completed and submitted by you shall be construed as the note of agreement required by Section 3 of that Act.
14. Ethical Standards
14.1 You shall, and shall make sure that your officers, employees, agents and service providers shall: a) at all times comply with all anti-corruption laws applicable to you, including, without limitation the Bribery Act 2010; and b) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Contract and/or to obtain any benefit for the Wedding Handbook Limited which would violate any anti-corruption laws applicable to you or the Wedding Handbook Limited.
14.2 If you become aware of any breach or suspected breach of this clause 14, you must notify us promptly. We may immediately suspend operation of the Contract on written notice, pending investigation. You must assist us in any such investigation
14.3 If, in our reasonable opinion, you have breached this clause 14: a) we may immediately terminate the Contract by giving you written notice; and b) you shall indemnify us and hold us harmless on demand against any and all claims, demands, actions, proceedings, awards, compensation costs (including legal costs and disbursements on a full indemnity basis), expenses, losses fines, fees, costs and other liabilities of whatsoever nature brought against us arising out of or in connection with such breach.
15.1 You shall not assign or otherwise dispose of all or any of your rights or obligations under any Contract without obtaining our prior written consent. We may assign the Contract to any third party, in full or part, at our sole discretion; we will notify you in writing if this occurs.
15.2 Failure of either party to assert its rights in relation to any breach of any Contract shall not constitute a waiver of such rights, nor will any such waiver be implied.
15.3 Each provision of these Conditions shall be read separately and shall be severable from these Conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected.
15.4 Wedding Handbook Limited will not endorse your business or the quality of service you provide. You are to indemnify Wedding Handbook Limited entirely from any disputes, complaints that arise as a direct result of your separate wedding booking.
16 Applicable Law and Jurisdiction
The Contract shall be governed by the laws of England and the Courts of England and Wales shall have exclusive jurisdiction to hear disputes arising out of the Contract.