Terms and Conditions

STANDARD CONDITIONS OF SALE
ADSHOT LIMITED (hereinafter referred to as "ADSHOT")

1. The person, firm or company to whom Adshot is supplying its Products (both defined hereunder) and/or services shall be hereinafter referred to as the "Customer"
2. Tax - V.A.T. is excluded from quotation prices and will be charged at the appropriate rate on all invoices.
3. Price - Quotations are based on our current rates. In the event that additional functionality is required Adshot reserves the right to charge accordingly. Adshot reserves the right to increase prices and any of these terms and conditions on 4 weeks notice.
4. Order - means an order (purchase order) which incorporates the invoices based on the quotations and terms and conditions of contract contained herein submitted by either Adshot or the Customer to the other and accepted by the other for the provision of advertising services in particular the provision of functionality to allow the printing of messages of terminal receipts (the "Product") and these terms and conditions shall be deemed to be incorporated in contracts arising from orders in relation to the same.
5. Term - The Customer shall purchase the Product for a minimum period of 12 months such period to automatically renew annually at the published standard rate for the package purchased at the price in-force at the time of renewal or as notified by Adshot. Such renewal to continue until such time as either party terminates in accordance with the terms and conditions hereunder.
6. Fee - In full and valid consideration of Adshot providing the Product, the Customer shall pay such subscription fee in full for each 12 month period or part thereof, as agreed between the parties hereto (by phone or online) (the "Fee").
7. Customer Warranties - The Customer hereby warrants & undertakes that (a) it grants Adshot rights to activate the Product and to send for printing messages on its terminals (b) it shall authorise its bank to effect payments as set out above; (c) delivery and installation dates mentioned in any quotation, order or other document are approximate only and time shall not be of the essence unless contractually agreed; (d) Adshot shall not be liable for any delay with regards the provision of the Product howsoever caused; and (e) the Customer shall be ultimately responsible for its own promotions and display and Adshot shall not be held liable in respect of any costs, charges, claims demands and actions in relation thereto and failure to obtain consents shall not relieve the Customer of its full payment obligations pursuant to the Order(s);
8. Implementation -The Customer shall have the right to submit, change or cancel a specific message and/or promotion by completing the Advertisement Profile Form (APF) and returning the same to Adshot via the Adshot website, post or fax. A charge may be made to cover any additional work involved where copy supplied by the Customer on the APF is not clear, legible and/or incorrectly formatted or corrupted. Adshot will take reasonable care to secure the best results but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of copy materials so supplied. At the Customer's request, proofs may be submitted by Adshot for the Customer's approval, at the Customer's cost. Adshot shall incur no liability for any errors not corrected by the Customer in proofs so submitted or in artwork provided by the Customer for production. When style, typo or layout is left to Adshot's judgment, changes therefrom made by the Customer shall be charged extra. It is Adshot's intention to arrange for the Product to be operational within 14 working days from the Customer subscribing and new messages and/or promotions active (or suspended) within 72 hours of correctly completed APF being submitted to Adshot, provided all the correct technical functionalities are already in place at the Customer's outlet.
9. Termination - Subject to clause 5 above, in the event the Customer wishes to terminate, it shall provide no less than 4 weeks written notice (by post or website) of its intention ("Notice Period"). At the expiry of the Notice Period all subsequent direct debit payments will cease accordingly. Adshot has the right to terminate at any time, without notice, in which event it shall refund to the Customer the pro rata amount of any Fee already paid.
10. General - Adshot does business upon and subject to these Standard Conditions of Sale which shall be deemed to be incorporated into all contracts between the Customer to the exclusion of any other terms and conditions of the Customer unless otherwise specifically accepted by Adshot in writing.
11. Payment - (a) All payments shall be made by direct debit or credit/debit card with the Fee paid annually in advance, or 4 equal payments due quarterly in advance, as agreed between the parties hereto (b) Adshot reserves the right to charge interest at 4% above the base lending rate of National Westminster Bank plc from time to time on all overdue accounts. Interest shall accrue on a day to day basis from and including the date of payment as set out herein; (c) In the event of any part of an account rendered by Adshot being disputed by the Customer, payment in respect of that part only may be withheld pending settlement of the dispute. The remainder of the account shall be paid in accordance with this Clause. For the avoidance of doubt, Adshot reserve the right to suspend service to any customer whose account is more than 14 days in arrears. Such suspension will not prevent Adshot recovering funds for the period for which money is owed, including the period of suspension.
12. Liability - (a) the Customer shall indemnify Adshot against any loss or liability suffered or incurred by Adshot where loss or liability arises by virtue of the act or omission of the Customer in relation to the Product after delivery/installation; (b) Adshot shall not be liable to the Customer for any loss, damage or liability to any third parties arising at law or to the Customer's property occasioned through any of the following: (i) the supply of a defective Product, (ii) existing agreements between the Customer and third parties; (iii) any variances (including but not limited to size, dimensions, proportions, look and feel) between actual messages and/or promotions and those depicted in (a) computer mock-ups/visualizations, (c) other sales materials and/or (d) copy supplied by the Customer; (iv) any delays relating to the supply or withdrawal of the Product and/or delivery or suspension of messages and/or promotions, (v) the acts of third parties (v) any delay and/or failure caused in any way by Streamline's system, (vi) any delay and/or failure caused by the Customer's own terminal; (vii) uncompleted illegible or incorrectly transcribed APFs or non-submission of the same (further where a customer dictates an APF to an Adshot representative the customer undertakes to verify on-line the correctness of any APFs immediately and notify Adshot of any errors accordingly); (viii) errors with the printing of messages and/or promotions at the Customer's terminal (including but not limited to print volumes); (ix) any issues outside Adshot's direct control; (x) liability that would ordinarily be covered under product liability insurance cover and the Customer shall fully indemnify Adshot accordingly in respect of the same, unless directly caused by Adshot's negligence or willful default; (d) in the event that the Product or some part thereof proves to be defective for any reason, including negligence, Adshot's liability shall be limited only to repair of the alleged defect or defects or, at Adshot's option, replacement of the Product or the relevant part thereof. Any liability in respect of consequential loss caused by any breach of a contract or the use of the Product is expressly excluded; (e) the Customer hereby warrants undertakes and represents to fully indemnify Adshot in respect of any all claims demands actions proceedings damages expenses and/or costs (including legal costs reasonably incurred) in relation to the above and shall be obliged at all times to effect and maintain throughout the duration of the contract adequate liability insurance cover with a reputable insurance company in respect of the Product and any claims made in relation thereto; and (f) information given and recommendations for the use of Adshot's products do not constitute a warranty. All sales are made on the understanding that the Customer will independently determine the suitability of materials and effectiveness of the media for their purposes. No employee or agent of Adshot is authorised to give any guarantee or warranty, or make any representation contrary to the foregoing.
13. Insolvency - If the Customer has a winding-up petition issued against it Adshot shall have the right (i) not to proceed further with the contract or any other work for the Customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Customer, such to be an immediate debt due to it and (ii) in respect of all unpaid debts due from the Customer have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
14. Copyright - The Customer shall indemnify Adshot in respect of any claims, costs (including legal costs) demands and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Customer.
15. Force majeure - Adshot shall be under no liability for any delay or non performance of its obligations herein for any cause or causes reason beyond its reasonable control including without limitation, Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any liability to procure materials required for the performance of the contract.
16. Change of control - In such event that either party has a change of control through a business sale or sale of shares, this agreement shall continue in full effect and be binding on any successor accordingly
17. Entire agreement - These terms and conditions represent the entire understanding and constitute the entire agreement in relation to its subject matter and, in particular, excludes any warranty, condition or other undertaking implied by law or custom. Each party confirms that it has not relied on any representation or warranty or undertaking which is not contained in this contract and (without prejudice to any liability for fraudulent misrepresentation) no party shall have any remedy in respect if any misrepresentation or untrue statement made (whether innocently or negligently) by the other party except to the extent (if any) that a claim lies under this contract.
18. Exclusion of rights of third parties - The Contracts (Rights of Third Parties) Act shall not apply to this Contract and no person who is not a party to this Contract (other than a successor to one of the original parties) shall be entitled in that person's own right to enforce any provisions of this Contract pursuant to the provisions of the said Act. For the avoidance of doubt, all references to Adshot contained herein shall be deemed to include its agents and representatives from time to time.
19. Arbitration - Any dispute difference or question which may arise at any time hereafter between the parties to this Agreement hereto and touching the true construction of this Agreement or the rights and liabilities of the parties hereto shall unless otherwise herein expressly provided be referred to the decision of a single arbitrator in England to be agreed upon between the parties or in default of agreement for fourteen days to be appointed at the request of either party by the President for the time being of The Law Society in London in accordance with and subject to the provisions of the Arbitration Act 1996 (as amended) or any statutory modification or re-enactment thereof for the time being in force.
20. Law - These conditions and all other express terms of the contract shall be governed and construed in accordance with the exclusive laws of England.