TERMS AND CONDITIONS OF BUSINESS
1.1 In these terms, the following definitions shall apply:
“Agreement” means agreement by the parties to these Terms and Conditions of Business and any amendments or variations as may be notified and agreed from time to time.
“Fashion Rider” means Fashion Rider Limited, whose office is at First Floor, City Centre, Swan Buildings, Swan St, Manchester M4 5JQ.
“Profile” means the information specifically provided by the Customer and entered by them to be shown on their Profile Space on the Website.
“Profile Space” means a pre-determined format for the Customer to provide their details that will constitute their Profile on the Website as a means of advertising their services,
“Services” means the services offered by the Customer, as promoted in their Profile.
“Subscription” means the entering into Agreement by the Customer with Fashion Rider for advertising of their Profile on the Fashion Rider Website.
“Subscription Fee” means the sum of money charged by Fashion Rider to the Customer for publication and maintenance of their Profile on the Website.
“Subscription Period” means a period stated at purchase.
“Customer ” means the person, including a firm or corporate body, together with any subsidiary or associated company, being party to this Agreement, whose profile is placed on the Fashion Rider website, and/or who has purchased products or services from this site, for the purpose of advertising their Services.
“Website” means the website owned and managed by Fashion Rider as a forum for promotion of creative talent, Customer s and client end-users.
1.2 Unless the context otherwise requires, references to the singular include the plural and vice versa; references to the male include the female and vice versa.
2.1 This Agreement is between the Parties of:
Fashion Rider Limited whose address is at First Floor, City Centre, Swan Buildings, Swan St, Manchester M4 5JQ, and, (hereinafter referred to as the Customer) and constitutes agreement by the Customer to pay a Fee to Fashion Rider in exchange for the provision to the Customer of a Profile Space on the Fashion Rider Website, which will be maintained by Fashion Rider for the Subscription Period, and or service or product, subject to the terms and conditions herein.
2.2 This Agreement supersedes any previous agreement (including any oral agreement, representation and or understanding) between Fashion Rider and the Customer relating to the provision of a Profile, (which shall be deemed to have been terminated by mutual consent). The Agreement also takes precedence over any purchase order or any other terms or contracts which have been issued or are subsequently issued by the Customer unless otherwise agreed by Fashion Rider.
2.3 No variation or alteration of this Agreement shall be valid unless approved by an authorised representative of both parties in writing and such document shall confirm the date upon which the varied terms are to take effect.
2.5 This Agreement comes into effect on the day that the Customer having completed the acceptance details in clause 9.2, emails this Agreement back to Fashion Rider.
2.6 Either party may forthwith and without liability terminate this Agreement with immediate effect upon notice in writing where the other party has become insolvent, bankrupt or has a receiver or administrative receiver appointed over it or over any part of its undertaking or assets, or has passed a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction has made an order to that effect, or if the other party has become subject to an administration order or entered into any voluntary arrangement with its creditors or ceases or threaten to cease to carry on business.
3.0 Profile Duties and Obligations upon Fashion Rider
3.1 Fashion Rider shall, having offered a Profile Space, to the Customer, thereafter, maintain the offer as valid for a period of 7 days, during which time the Customer may notify its acceptance of the Agreement for the provision of Profile Space. Fashion Rider is under no obligation to accept the Agreement with the Customer where notification of acceptance by the Customer is received more than 7 days following the offer first being made.
3.2 Fashion Rider, will, upon returned acceptance of the Agreement, provide the Customer with access to the pre-determined Profile for the Customer to input such information as will advertise the service they wish offer through the Website.
3.3 Fashion Rider shall apply best endeavours to maintain the availability of the Website but shall not be liable for any damage or loss arising from any temporary loss of availability of the Website, or part of the Website, and the related functionality therein.
3.4 Fashion Rider shall at its sole discretion determine the appropriate placing of the Profile within the Website and may, without notice, make changes to the layout and format of the Profile, which may or may not require the Customer to make changes to the content within its Profile.
3.5 Fashion Rider reserve the right to delete or remove any comments and/or images we find inappropriate or offensive.
4.0 Terms and Conditions
4.1 The Customer hereby warrants, represents, and undertakes to Fashion Rider that:
a. it grants Fashion Rider, irrevocable, and fully transferable right to reuse any of your content, including comments, images, or other content for your business promotion purposes.
b. it certifies that you have the right and authority to submit or post content, and that such content does not include the intellectual property or rights of any third party.
c. it will not do anything to cause Fashion Rider to be in breach of any statute or other legal requirement.
d. the publication of its Profile by the Customer, will not breach any contract with a third party or infringe any copyright, trademark, or other proprietary right of any third party, or otherwise be unlawful. Fashion Rider is not liable to proceedings, claims, demands, costs or expenses or any other loss whatsoever.
e. in the case of any Profile published on the Website by the Customer which contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person or any material by which any living person may be identified, the Customer has obtained the authority of the living person to make use of his or her name, identity, image, representation and/or copy; Fashion Rider is not liable to proceedings, claims, demands, costs or expenses or any other loss whatsoever.
f. in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), the Customer is, or its contents have been approved by an authorised person within the meaning of the Act, or the content of the Profile is permitted under the Act, under the Financial Promotion Order 2001 or under any other legislation;
g. the content of the Profile complies with the requirements of all relevant legislation, including subordinate legislation, the rules of statutory recognised authorities and the law of the European Economic Community, and the applicable laws for the time being in force or applicable in the United Kingdom;
h. it will maintain the accuracy, completeness, correctness and currency of all content on its Profile, including any links.
i. the Profile content 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.
j. all instructions, artwork or other material uploaded into the Profile by electronic means shall not contain software viruses or any other computer code, files or programmes designed to interrupt, damage, destroy or limit the functionality of any computer, software or hardware or telecommunications equipment, and shall not be corrupted;
k. any information supplied in connection with the Profile is accurate, complete, and true.
l. where an Agent acts on behalf of the Customer, the Agent is authorised by the Customer in relation to the actions taken in respect of the Profile, and the Agent will indemnify Fashion Rider against any claim made by the Customer against Fashion Rider, arising from publication of the Profile;
m. the Customer has retained sufficient quantity and quality of any artwork, film or other material and copy relating to the Profile, and Fashion Rider shall not be liable for the loss or damage of such that is submitted to the Profile.
4.2 Fashion Rider retains all rights, at its sole discretion and at any time, to require the Customer to amend any artwork, materials and/or copy for and relating to their Profile, or to remove from the Website without notice, the Profile of the Customer, for the purpose of:
a. complying with any legal or moral obligations placed on Fashion Rider or the Customer.
b. avoiding the infringement of the rights of any third party or the British Code of Advertising, Sales Promotion and Direct Marketing, and all other relevant codes under the general supervision of the Advertising Standards Authority or other applicable law.
c. dealing with any complaint made in relation to the Profile and /or the Customer, until such time as the complaint is dealt with and the matter resolved; or,
d. where it has reason to believe that an infringement of a condition laid out in 4.1 above has taken place on the part of the Customer, whether intended or otherwise.
and as such, shall not be liable to the Customer for any proceedings, claims, damages, costs, expenses, or other loss arising directly or indirectly thereof.
4.3 In relation to the payment of the Fee, Fashion Rider shall, subject to all applicable terms and conditions herein, publish and maintain the Profile of the Customer on the Website, but shall not provide any warranty as to the response received by the Customer nor be responsible for any implication arising for the Customer in relation to their Profile.
5.0 Fees, Pricing, Invoicing and Payments
5.1 Upon notification by the Customer of their acceptance of this Agreement and the terms and conditions of business herein, an invoice shall be issued, including VAT. The Fee is set for an agreed period and commences on the day that Fashion Rider makes the space available to the Customer and notifies the Customer of such availability.
5.2 There shall be no refund if the Customer removes their Profile or requests their Profile to be removed at any time during that period. However, at any time during the Period, the Customer may request Fashion Rider in writing to remove their Profile, and it will be removed within 7 days of such request being made.
5.3 Fashion Rider will issue an invoice for the Fee following receipt of this Agreement.
5.4 The Fee is payable in full within 7 days of the date of invoice. Any query with an invoice must be raised with Fashion Rider within 7 days of the date of invoice.
5.6 Where an invoice has not been paid in full within the 14-day period, Fashion Rider may remove the Profile of the Customer from the Website until the invoice is paid. Such removal does not invalidate this Agreement and the invoice remains payable.
5.4 Fashion Rider may assign to a third party the right to render invoices, and collect and receive payment
6.1 A the end of each subscription Period, the Subscription shall automatically renew, and a further Fee shall become payable in accordance with the terms laid out in section 5 above.
7.1 Pursuant to the Data Protection Act 1998:
i. all information supplied by one party to the other that is stated to be confidential or should reasonably be recognised as being confidential, shall remain confidential such that the receiving party will not divulge such information to any third party, save as is necessary to comply with statute;
ii. such information as is provided by the Customer to Fashion Rider, shall only be used for the purposes of publication and maintenance of the Profile, administration of this Agreement, further marketing of Fashion Rider to the Customer, and marketing of Members, End-users and other Customers to the Customer.
8.1 All notices under this Agreement shall be in writing and shall be delivered personally or shall be sent by first class post, or by electronic mail to the designated office of the party upon whom the notice is to be served. In the absence of evidence of earlier receipt, a notice is deemed given if personally when delivered, if by first class post within 2 days, and in the case of electronic mail on the date electronic confirmation of receipt is received.
8.2 The Customer agrees that:
i. each of the clauses and sub-clauses contained in this Agreement constitute an entirely separate, severable, and independent covenant and restriction.
ii. the duration, extent and application of each restriction contained in the above clauses and sub-clauses are fair, reasonable, and necessary for the protection of the goodwill and business interests of Fashion Rider.
8.3 If any provision of this Agreement is held to be unenforceable, unlawful or void by a court of law, but would be enforceable or lawful if removed or modified, such provision may be modified or removed from the remaining Terms and Conditions to give meaning to the intention of the parties.
8.4 Termination or expiry of this Agreement shall not affect any rights, duties or liabilities of either party accrued prior to termination or those terms which by their nature are intended to continue in effect.
8.5 The Agreement shall not constitute nor imply any partnership, joint venture, employment, fiduciary relationship, or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any contractual commitments on the other party’s behalf.
8.6 These terms are governed by the law of England and Wales and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
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