Terms & Conditions

Terms & Conditions

1. Definitions

In these Terms and Conditions ('Conditions') the words/expressions referred to below shall have the following meanings except where the context otherwise requires:
'Advertisement' means an advertisement or series of advertisements for the Clients services including (but not limited to) advertisements on any Website
'Agreement' means any contract between HAYDAYS and the Client for advertising which is formed in accordance with clause 2.
'Banner Advertisement' means a banner advertisement on any Website, including but not limited to sponsoring advertisements.
'Client' means the person, firm, body corporate or other entity stated in any Order Confirmation accepted by HAYDAYS pursuant to clause 2.2.
'Event' means a public occasion which is organised and conducted by the Client to enable the Client to meet potential customers.
'HAYDAYS' means HAYDAYS Llp or its assignees.
'Order Confirmation' means the signed order form sent by HAYDAYS to the client specifying the price and details of the Advertisements package chosen.
'Package' means any combination of Advertisements.
'Website' means in the case of website Advertisements and Banner Advertisements, the HAYDAYS website on which the Advertisement is to appear.
'Working Day' means Monday to Friday excluding UK statutory holidays.

2. Formation of agreement

2.1. The agreement shall be formed when the Clients Order Confirmation is received.
2.2. In the event that an agency submits an Order Confirmation as agent on behalf od its principal, then the agency shall specify the principal’s name as well as its own on the Order Confirmation failing which, Haydays shall reject the same.
2.3. The acceptance by Haydays of the Clients Order Confirmation does not confer the right to renew on similar terms.

3. Client Obligations

3.1. The client warrants that:
3.1.1. All information supplied within the advertisement is to be true and accurate.
3.1.2. The advertisement does not contravene any act or Parliament nor is it in any other way illegal or defamatory.
3.1.3. It will at all times comply with the British Code of Advertising Practice, the recommended standards produced by the Advertising Association and all other relevant advertising standards guidelines and regulations.
3.1.4. Where the Client is an agency, that it will procure compliance by its client for whom Services are being procured, of clauses 3.1.1, 3.1.2 and 3.1.3
3.1.5. If the Client breaches clause 3.1 it shall immediately rectify the breach and fully indemnify Haydays against any fines, losses, costs, damage, charges, claims, demands, expenses direct losses, loss of profits and indirect and consequential losses incurred by Haydays as a result of the Clients breach.

4. Advertisements

4.1. All advertisements must be submitted by the Client for approval of Haydays prior to publication. Haydays reserves the right to refuse, omit, alter, suspend, withdraw or otherwise deal with any Advertisement at its absolute discretion and without explanation or liability to the Client.
4.2. Banner advertisements run on a calendar monthly basis. All visuals and copy for banner advertisements must be supplied to Haydays at least 10 Working Days prior to the first day of the calendar month in which the Banner Advertisements is to first appear.
4.3. Haydays shall not be under an obligation to supply proofs to the Client and reserves the right to use the copy last supplied by the Client
4.4. Haydays shall be entitled to payment of its fee in accordance with clause 6, even if no visuals or copies whatsoever have been supplied.
4.5. All images and videos used by the Client are to be under their ownership and have no copyright infringements.
4.6. All imagery used should relate to the Clients event
4.7. No imagery should display any individuals in an ill manner and have full consent from those in the images.

5. HAYDAYS obligations

5.1. Haydays shall use its best endeavours to ensure the appearance of those contracted for advertisement but does not accept liability for the non-appearance of any Advertisement.
5.2. Unless the parties have agreed to the position of the Advertisement in the Publication or on the website (in which case this shall be agreed in writing by the parties) Haydays does not guarantee the position of any Advertisement on the website.
5.3. Where the Client has expressed a preference only as to the category of its advertisement on the website, Haydays shall use its reasonable endeavours to comply with the Clients preference but shall have no liability to if the Advertisement is not published in the preferred position.
5.4. HAYDAYS shall use its reasonable endeavours to procure attendance at Events, and shall use its best endeavours to act in an even-handed manner to all sponsors in the case of Events sponsored by a number of clients (always taking into account any difference in the level of sponsorship purchased by sponsors). HAYDAYS will advise clients of its experience of the usual acceptance/subsequent attendance ratios, but HAYDAYS shall not be liable for actual attendance levels being lower than those anticipated.

6. Fees

6.1. The fee payable by the Client to Haydays shall be in accordance with Haydays’s published rates or as otherwise agreed in writing by the parties.
6.2. All fees are exclusive of Value Added Tax, which shall be payable by the Client.
6.3. The Client shall pay Haydays using the appropriate online payment service via the website.
6.4. Haydays reserves the right to receive full payment prior to acceptance of an Order Confirmation.
6.5. The Client shall not be entitled to a refund of the fees in respect of the Advertisements which has failed to take up.
6.6. The Client shall not be entitled to carry forward Advertisement which has failed to take up during one Subscription Period into a subsequent Subscription Period.

7. Cancellation of Services

7.1. The Client may not cancel an Order Confirmation which has been accepted by Haydays

8. Confidentiality

8.1. The content and terms of this Agreement shall be confidential as between the parties and there shall be no breach of that confidence by either party
8.2. Save as provided in clause 8.1 each party agrees and undertakes that it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature, (including but not limited to trade secrets and information of commercial value) which may become known to such party from the other unless such information is public knowledge (other than by breach of this clause 8) or is required to be disclosed by a court of competent jurisdiction. Breach of this clause 8.2 shall not be subject to the terms of clause 10 (Limitation of Liability).

9. Limitation of Liability

9.1. Save as otherwise provided in this Agreement all conditions warranties and representations expressed or implied by statute common law or otherwise in relation to HAYDAYS's obligations hereunder are hereby excluded.
9.2. Without prejudice to any other terms in this Agreement the aggregate liability of Haydays shall not in any circumstances (except in respect of death or personal injury caused by Haydays negligence) exceed the total sum payable by the Client to Haydays under this Agreement. Where Haydays fails to provide a Service, its total liability to the Client shall be limited to a refund of the fees paid or payable by the Client for the Service. Where the Service not so performed has been ordered as part of a Package, Haydays shall reasonably determine the proportion of the total payment relating to the unpublished/unperformed Service its total liability to the Client in respect of the unpublished/unperformed Service shall be limited to such proportion.
9.3. Haydays shall not be liable to the Client for any indirect or consequential losses or damages (including but not limited to loss of profits) whether arising from breach of contract negligence or howsoever.

10. Termination

10.1. Notwithstanding and without prejudice to clause 7 above HAYDAYS shall be entitled to terminate this Agreement immediately by giving written notice to the Client in any of the following events:
10.1.1. if the Client fails to make payment in accordance with this Agreement;
10.1.2. if the Client convenes a meeting of its creditors, becomes insolvent, is unable to pay its debts, has an administrative receiver or receiver or administrator appointed over its assets or business or is the subject of a petition presented to put it in into liquidation; or
10.1.3. if the Client in the opinion of HAYDAYS is in breach of any material term of this Agreement.
10.2. In any such case HAYDAYS shall be entitled to charge the Client any costs, charges or expenses (direct or consequential) howsoever arising incurred by HAYDAYS.
10.3. Termination of this Agreement howsoever, shall not affect the accrued rights or the liabilities of either party.

11. Assignment

11.1. The Client shall not be entitled to assign, rent, lease, sub-licence, copy or otherwise transfer the benefit of its obligations under this Agreement without the prior written consent of Haydays.

12. Force Majeure

12.1. If either party is unable to perform its obligations by reason of matters beyond its control including but not limited to any act of terrorism, war, riot, civil commotion, compliance with any law or governmental order, fire, flood or storm, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party) delay in transit, power failure, postal delay, the party so affected will notify the other party and the parties agree to delay the performance of this Agreement for as long as may be reasonably necessary until the cause(s) giving rise to force majeure has/have ceased.

13. General

13.1. These Conditions shall have precedence at all times and in all circumstances over any Conditions that the Client may be in the practice of using.
13.2. Any representations made by HAYDAYS prior to the making of the Agreement shall not form part of the Agreement and shall be of no effect. The Agreement supersedes all prior agreements, arrangements and undertakings between HAYDAYS and the Client relating to the subject matter hereof. No variation or addition shall be binding upon the parties unless made in writing and signed by the authorised representatives of both parties.
13.3. Any waiver by HAYDAYS of any breach of the Agreement by the Client, shall not operate as a waiver of any past or future breach.
13.4. If any provision or part of a provision of these Conditions shall be or be found by any court of competent jurisdiction to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions all of which shall remain in full force and effect.
13.5. No term of the Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
13.6. Nothing in the Agreement and no action taken by the parties pursuant to the Agreement shall constitute or be deemed to constitute a partnership association joint venture or other co-operative entity.
13.7. Address for Notices:
13.7.1. For Haydays notices should be sent to The Chief Executive Officer, Haydays, 26 Chestnut Gardens, Horsham RH122NG.
13.7.2. For the Client the address to which notices should be sent shall be that on the Order Confirmation unless otherwise advised in writing by the Client.
13.7.3. Calls may occasionally be recorded for training purposes.

14. Jurisdiction

14.1. This Agreement and all obligations under the same shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.