Terms & Conditions.
These terms and conditions ("the terms") govern
your use of websites owned and operated by OPX Direct Ltd which currently
Please read through the Terms. If you do not agree with the Terms, do not use
the website. If you do use the website, your conduct indicates that you agree
to be bound by the Terms.
Our web site and services provided to you on and through our web site on an "AS IS" basis. You agree that the owners of this web site exclusively reserve the right and may, at any time and without notice and any liability to you, modify or discontinue this web site and its services or delete the data you provide, whether temporarily or permanently. We shall have no responsibility or liability for the timelines, deletion, failure to store, inaccuracy, or improper delivery of any data or information.
You are responsible to maintain the confidentiality of your password and shall be responsible for all uses via your registration and/or login, whether authorized or unauthorized by you. You agree to immediately notify us of any unauthorized use or your registration, user account or password.
6. Your Conduct.
You agree that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video or other materials ("Content"), publicly or privately provided, shall be the sole responsibility of the person providing the Content or the person whose user account is used. You agree that our web site may expose you to Content that may be objectionable or offensive. We shall not be responsible to you in any way for the Content that appears on this web site nor for any error or omission.
You explicitly agree, in using this web site or any service provided, that you shall not:
(a) provide any content or perform any conduct that may be unlawful, illegal, threatening, harmful, abusive, harassing, stalking, tortious, defamatory, libellous, vulgar, obscene, offensive, objectionable, pornographic, designed to or does interfere or interrupt this web site or any service provided, infected with a virus or other destructive or deleterious programming routine, give rise to civil or criminal liability, or which may violate an applicable local, national or international law;
(b) impersonate or misrepresent your association with any person or entity, or forge or otherwise seek to conceal or misrepresent the origin of any content provided by you;
(c) collect or harvest any data about other users;
(d) provide or use this web site and any content or service in any commercial manner or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising without our prior written consent;
(e) provide any content that may give rise to our civil or criminal liability or which may constitute or be considered a violation of any local, national or international law, including but not limited to laws relating to copyright, trademark, patent, or trade secrets.
7. Submission of Content on this Web Site.
By providing any Content to our web site:
(a) you agree to grant to us a worldwide, royalty-free, perpetual, non-exclusive right and license (including any moral rights or other necessary rights) to use, display, reproduce, modify, adapt, publish, distribute, perform, promote, archive, translate, and to create derivative works and compilations, in whole or in part. Such license will apply with respect to any form, media, technology known or later developed;
(b) you warrant and represent that you have all legal, moral, and other rights that may be necessary to grant us with the license set forth in this Section 7;
(c) you acknowledge and agree that we shall have the right (but not obligation), in our sole discretion, to refuse to publish or to remove or block access to any content you provide at any time and for any reason, with or without notice.
8. Third Party Services.
Goods and services of third parties may be advertised and/or made available on or through this web site. Representations made regarding products and services provided by third parties are governed by the policies and representations made by these third parties. We shall not be liable for or responsible in any manner for any of your dealings or interaction with third parties.
10. DISCLAIMER OF WARRANTIES.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEB SITE AND ANY SERVICES OR CONTENT PROVIDED (THE "SERVICE") IS MADE AVAILABLE AND PROVIDED TO YOU AT YOUR OWN RISK. IT IS PROVIDED TO YOU "AS IS" AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.WE MAKE NO WARRANTY, IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OF ANY QUALITY, NOR THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER US NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT USE OF SUCH ADVICE OR ANY OTHER INFORMATION IS SOLELY AT YOUR OWN RISK AND WITHOUT OUR LIABILITY OF ANY KIND.
Some jurisdictions may not allow disclaimers of implied warranties and the above disclaimer may not apply to you only as it relates to implied warranties.
11. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR ARISING OUT OF (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
In some jurisdictions, it is not permitted to limit liability and therefore such limitations may not apply to you.
12. Reservation of Rights.
We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our web site, its content, and the goods and services that may be provided. The use of our rights and property requires our prior written consent. We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of our web site or service without our prior written consent.
13. Notification of Copyright Infringement.
If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, our copyright agent may be contacted at the following address:
OPX DIRECT LTD
20-22 Wenlock Road
or iemail [email protected]
14. Applicable Law.
The Courts of England and Wales shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with the websites and its use and these Terms.
15. Miscellaneous Information.
ADVERTISER TERMS AND CONDITIONS
1. In these terms and conditions (the "Advertising Terms and Conditions"), (a) "the publisher" means OPX Direct of 20-22 Wenlock Road London N1 7GU; (b) "buyer" means the person placing the order to insert the advertisement, whether such person be the advertiser of the product/service (the ‘advertiser‘) or the advertiser‘s advertising agency or media buyer; (c) an ‘advertisement‘ means the matter to be published or separately inserted.
The publisher offers the service of publishing
advertisements on www.opxdirect.com. These advertising terms and conditions
apply to advertisements published in OPX‘s portfolio, both print and online.
THE BUYER‘S GENERAL OBLIGATIONS
2. The buyer contracts with the publisher as principal. Where the buyer and the advertiser are different persons, the buyer warrants that it is properly authorised to place the advertisement on behalf of the Advertiser.
3. The buyer warrants that in relation to an advertisement as submitted or subsequently amended:
(a) the reproduction and/or publication of such advertisement will not breach any legislation, regulation (governmental or otherwise) or contract or infringe or violate any copyright, trademark, or other personal or proprietary right of any person or render the publisher liable to any proceedings whatsoever;
(b) all advertising copy submitted to the publisher is legal, decent, honest and truthful and complies with the British Code of Advertising Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority, OFCOM or any other applicable body; and
(c) in relation to any financial promotion the advertiser is, or the contents of the advertisement have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 and related legislation including but not restricted to Financial Services and Markets 2000 (Financial Promotion) Order 2001 or that the advertisement is otherwise permitted under that Act or related legislation.
4. The copyright for all purposes in all artwork, copy and other material which the publisher or its employees have originated or reworked shall vest in the publisher. The buyer grants the publisher a licence to reproduce in OPX‘s portfolio all material not so vesting unless specifically agreed otherwise.
5. The buyer agrees to check the correctness of the advertisement. Any complaint, whether about the advertisement (and of each individual advertisement if part of a series) or the details contained in the invoice or email confirmation of booking (as the case may be), must be raised with the publisher within 7 days of publication or receipt of invoice or email confirmation of booking (whichever is the earlier) and will not affect the liability for payment at the due time.
6. The buyer will indemnify the publisher and keep it indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever incurred by the publisher arising directly or reasonably foreseeably as a result of any breach or non-performance by the buyer of any of the representations, warranties or other terms herein contained or implied by law.
7. All material contained in OPX‘s portfolio is published in good faith, the publisher does not in any circumstances accept responsibility for the accuracy or otherwise of any advertisement or message published or its compliance with any legal or regulatory requirements (nor is any kind of warranty expressed or implied by such publication). The publisher specifically disclaims all and any liability to the buyer, advertisers, readers and users of any kind (other than death or personal injury caused by the publisher‘s negligence or breach of statutory duty) for loss or damage of any nature whatsoever and however arising, whether due to inaccuracy, error, omission or any other cause, and whether on the part of the publisher or its employees or agents or any other person. Save in the case of death or personal injury caused by the publisher‘s negligence or breach of statutory duty, under no circumstances shall the publisher be liable to the buyer or the advertiser or any other party for any special, incidental, indirect or consequential damages of any kind, including, without limitation, those resulting from loss of sales, loss of goodwill, loss of profits, whether or not the publisher was advised of the possibility of such losses. In all other respects, the publisher‘s liability shall be limited to either (a) placement of a new advertisement the same or similar to the advertisement originally booked in either OPX‘s portfolio or (b) the amount paid or payable by the buyer.
THE BUYER‘S PAYMENT OBLIGATIONS
9. Payment in respect of the advertisement (including where relevant any associated production, late copy and box number charges) is due in advance of publication except where the publisher has confirmed its agreement in writing to allow credit to the buyer, in which case payment shall be due:
(a) if the buyer is a recognised agency under the Joint Recognition Scheme of the Newspaper Publishers Association Limited and the Newspaper Society, no later than 2pm on the last working day of the month following that in which the advertisement appeared; or
(b) in any other case, no later than 2pm on the last working day prior to the 16th day following the end of the month in which the advertisement appeared.
Full details of each remittance under this clause are to be
supplied to the publisher by the due time. Payment shall mean (i) the receipt
by the publisher at its principal place of business (or elsewhere as it may
direct) of cash or a cheque subsequently honoured or at the bank of monies
transferred electronically or through the clearing bank‘s Giro credit system or
(ii) payment by credit card which may be subject to an additional
administration charge. For the avoidance of doubt in determining the last
working day of the month, only English bank holidays shall apply.
10.(a) In respect of consumer buyers, the publisher shall provide an email confirmation of booking for each advertisement published on OPX.com. Upon request, an invoice will be provided to a consumer buyer for any print advertisement booking.
(b) In respect of trade buyers, the publisher shall provide an invoice for each print advertisement in OPX and to provide an email confirmation of booking for each advertisement placed on OPX.com. Open item statements are provided to each mid-monthly and agency buyer to whom credit is extended at the beginning of the month in which payment is due. Liability for payment arises from publication of the insertion/advertisement. Further, all items on the statement are deemed to be payable; any errors or omissions must be communicated to the publisher in accordance with clause 5 and in time to be rectified before payment becomes due. Payment for the advertisement shall be made whether or not the buyer shall have provided the publisher with an order number at the time the advertisement was booked.
11. The buyer agrees to pay the publisher in respect of each advertisement for which payment is not made by the due time: (a) the sum of £25 as an administration charge and (b) the interest on the amount paid late at the rate of four per cent above the base rate of Barclays Bank plc accruing from day to day (including the day on which payment was due) both before and after judgment. Any such additional charge is payable within seven days following delivery of the publisher‘s invoice particularising it.
THE PUBLISHER‘S OBLIGATIONS
12. The publisher will endeavour to reproduce and prepare colour and mono advertisements as requested but cannot guarantee that reproduction will meet its normal standards. In any event the publisher shall have no liability where the buyer has supplied material not in accordance with the publisher‘s specifications as set out in the rate card or as available on request.
13. The publisher may decline to publish, or omit, suspend, edit, change the position or require amendment of all or any part of any advertisement accepted for insertion. The publisher is not obliged to publish any advertisement on a particular day or in a particular position.
14. The publisher will not be liable for any loss of copy, artwork, photographs or other materials. The buyer warrants that it has retained copies and the originals of advertisements.
15. The buyer may cancel an advertisement only in accordance with this clause 15. The buyer‘s right to cancel depends upon whether he or she is a "consumer" (as that term is defined in the Consumer Protection (Distance Selling) Regulation 2000 (the "Regulations")) or not (i.e. a "trade buyer") as follows:
(a) A "consumer" buyer as defined in the Regulations may cancel the placement of an advertisement at any time up to the expiry of seven working days beginning with the day after the day on which the "consumer" buyer places its order for an advertisement. However, the "consumer" buyer accepts that if the publisher commences providing services in relation to the placing of the advertisement prior to the expiry of such seven day cancellation period with the "consumer" buyer’s agreement, the "consumer" buyer will lose his or her right to cancel. To simplify, the "consumer" buyer agrees that (i) in respect of print only advertisements the publisher will start to provide services by 4:30pm, on the deadline day of the publication of the advertisement (ii) in respect of advertisements including an on-line element the publisher will start to provide services as soon as the advertisement is visible on-line. In either case the "consumer" buyer accepts that he/she will not have any right to cancel the advertisement unless the publisher is notified prior to the commencement of service provision.
(b) A trade buyer may cancel at any time between placing the order and by 12 o‘clock on the deadline day of the publication of the advertisement.
Upon cancellation, the buyer shall be entitled to a full
refund. If the buyer is deemed unable to pay its debts within section 123 of
the Insolvency Act 1986, this may be treated as a cancellation.
16. Without prejudice to the publisher‘s entitlement to be
paid, in the event of any error in the publishing of the advertisement caused
by the act or omission of the publisher, the publisher at its sole discretion
may either re-insert the advertisement or make a reasonable refund of or
adjustment to the cost. No re-insertion, refund or adjustment will be made
where the error, misprint or omission does not materially detract from the advertisement.
17. There is no obligation on the publisher to supply voucher copies, tear sheets or other acceptable facsimile, illustrating publication and their absence shall not affect the buyer‘s liability for payment.
18. These Advertising Terms and Conditions apply to advertisements published within OPX‘s portfolio.
19. The publisher may repeat the publication of the advertisement on any other website or on any and all media now known or hereafter devised (including, without limitation, print, electronic, or digitised versions) owned or operated by the publisher, or any third party that the publisher has agreements with.
20. To ensure the highest levels of customer service,
telephone calls made to and from the publisher may be recorded. From time to
time, the publisher or its associated companies may contact a buyer in
of products and services which may be of interest. The buyer can write to us at
the following address if the buyer no longer wishes to be contacted or has any
OPX DIRECT LTD
20-22 Wenlock Road
or email [email protected]
21. The placing of an order for an advertisement amounts to an acceptance of these terms (including any additional matters set out in the rate card) to the exclusion of any other terms and conditions. No variation shall be binding unless agreed in writing.
22. If any provision of these terms is held to be void or unenforceable in whole or in part, these terms shall continue to be valid as to the other provisions and the remainder of the affected provision. No waiver by the publisher shall be effective except in relation to the matter in respect of which it was specifically given.
23. The publisher may for its own benefit enforce in its own right any of these terms subject to and in accordance with the provisions of The Contracts (Rights of Third Parties) Act 1999. Except as provided by this clause, nothing in these terms is intended to confer on any person any right to enforce any provision of these terms which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
24. These terms shall be construed under and governed by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.CHANGES TO THE TERMS AND CONDITIONS