These Terms and Conditions (“Terms”) apply where you make any use of Content; and whenever you purchase any Content and/or Services from us. These Terms form a legal agreement between you and us. By using any Content and/or services from us, you are telling us that you understand, accept, and are able to understand and accept these Terms (including any terms incorporated into or referred to by these Terms), and that you agree to be bound by them. If you do not agree to these Terms, you must not use our Content.
means any work/materials provided by us to you including but not limited to any images, photographs, text, literary works and/or audio, film/visual;
means the fees payable by you to us as set out in a PO;
“Intellectual Property Rights”
means any all copyright, design rights, database rights, patent rights, trademark and trade dress rights and other intellectual property rights;
is our written order of what Services and or Content you have agreed to buy and what we have agreed to supply and all the details relating to this. In view of the nature of our work (particularly the fact that you want content quickly), this will normally take the form of an invoice;
is the services which have agreed to provide you as set out in a PO;
“Triangle” or “us” or ”we”
means Triangle News Group Ltd a company registered in England and Wales, Company Number 09425594, whose Registered Office is at Office F31c F31c Parkhall Business Centre, 40 Martell Road, Dulwich, London, England, SE21 8EN;
means any business, company, person or organisation who purchases anything or any Content/services from us or makes any use of the Content.
These Terms together with the Offer, PO, order, bid estimate, request, or letter to which they are attached will form a binding contract between you and us and apply to any trading agreement or other contract or arrangement between us. These terms apply wherever you use content provided by us and/or buy services or content from us, to the exclusion of all other terms or conditions you may propose unless otherwise agreed by us and shall not be varied unless agreed in writing and signed by us.
WHAT WE SUPPLY
In some instances we may submit Content to you or make Content accessible to you via our website (“Accessible Content”). Where you make any use of such Accessible Content an agreement is immediately formed between us and you agree to be bound to these Terms.
By agreeing to buy Services or Content from us and/or when using our Content, work or services in any way, you will be deemed to have accepted these Terms and the PO.
In consideration of the payment by you to us of the Fees, we agree to provide to you the Services and Content described in a PO with reasonable and due care in accordance with and subject to these terms.
Any deadlines included in a PO are provided for guidance only, time shall not be of the essence in respect of our agreement and we shall not be liable for any failure to meet any deadlines or times provided in a PO.
Except as expressly stated, we give no warranty or representation and all warranties, whether express or implied, are excluded to the fullest extent permitted by law.
You shall pay us the Fees in accordance with the payment terms set out in the PO without deduction or set-off (with VAT) within 30 days of receipt of an invoice.
Any additional fees or expenses due under this agreement shall be paid by you within 14 days of receipt of an invoice.
If we do not receive payment when it is due then:
we shall be entitled to charge interest on any overdue payment at the rate of 5% over base rate of the Bank of England at the time;
we shall be entitled to immediately terminate any granted rights of use;
we shall be entitled to immediately refuse to provide you with any services, content; and
we shall be entitled to immediately terminate our agreement with you.
Where applicable and agreed in writing by us, you are entitled to operate under a pre-arranged HMRC C&E Self-Billing Arrangement. In such circumstances payment is due within 30 days receipt of use of Accessible Content or publication of Content.
You may have the right to object to the invoice by making an official complaint to the National Association of Press Agencies www.napa.org.uk, of which we are a member.
INTELLECTUAL PROPERTY RIGHTS, COPYRIGHT AND USE
All Intellectual Property Rights in the Content are owned by us or our licensees. No ownership or copyright, if applicable, in any Content shall pass to you by us granting you a right of use thereof. You must not use any Content including Accessible Content for commercial purposes without first obtaining a licence to do so from us.
You shall have the rights of use in respect of the Content as set out in the PO which shall take effect and be conditional upon receipt by us of the applicable fees. Any additional usage shall be subject to additional fees to be agreed in writing.
We give no warranty, representation or undertaking in relation to any third party materials or works and you agree that you are responsible for the use of any Content and that you shall be responsible for any third party clearances included in the Content.
You represent, warrants, and undertake to us that:
You have the right to enter into this agreement;
You shall not share or provide the Content to any third parties without our permission;
You may use our Content only for lawful purposes, including compliance with any applicable local, national or international law or regulation;
You will immediately notify us if you become aware or suspect that any third party has gained access to the Content through you, is wrongfully using the Content, in whole or in part.
LIMITATION OF LIABILITY
Subject to clause 9.4 below, our total liability in aggregate for any and all claims made against us (howsoever arising) in contract, any claim under an indemnity, breach of statutory duty, tort (including but without limitation negligence) misrepresentation or otherwise, arising out of or in connection with our agreement, shall be limited to the amount of the fees received by us from you in the calendar year in which the claim or claims arise.
We shall not be liable to you for any loss of profit, loss of anticipated profit, loss of business, loss of contract, economic loss, overhead recovery, anticipated savings, loss of data, depletion of goodwill, nor for any special, indirect or consequential loss or damage, or otherwise for any costs, expenses or other claims for consequential compensation whatsoever (howsoever arising) which arise out of or in connection with our agreement.
When instructions or advice are given to us or received orally by us, we shall have no liability to you for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations.
Nothing in these Terms shall operate to exclude or limit the liability of Triangle for death or personal injury caused by our negligence or fraudulent misrepresentation.
We shall have no liability for claims not notified within 12 months. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we party shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred (as opposed to it becoming aware of its having grounds to make a claim in respect of it) and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
You shall indemnify us and hold us fully and effectually indemnified from and against any and all claims, demands, actions, proceedings, costs, damages, losses and expenses, which shall include legal costs, expenses and VAT whether suffered or incurred directly or indirectly by us or any compensation paid or agreed to be paid by us to any third party or arising out of any breach, non-performance or non-observance by you of any of the covenants, warranties, representations, undertakings and agreements on your part contained in these Terms.
We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we will be entitled to a reasonable extension of our obligations.
You shall be responsible for all and any applicable rules, regulations, codes of practice and laws relating to its use and operation of any Content or Services provided by us.
Any notice or other communication required to be given under these Terms or otherwise in writing may be sent by first class pre-paid post to the address set out above for us and for you to the an address provided by you to us. Any notice sent by first class post shall be deemed received two working days after the date of posting.
If any provision of the Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Terms, and the validity and enforceability of the other provisions of the Terms shall not be affected.
A waiver of any right or remedy under the Terms is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Terms or by law shall constitute a waiver of that (or any other) right or remedy.
These Terms shall be governed by the laws of England and Wales. All disputes or claims arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.