Terms & conditions

1. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:-
“Agreement”
means these terms and conditions and the Order Acknowledgement;
“CLA”
means The Copyright Licensing Agency, Barnard's Inn, 86 Fetter Lane, London EC4A 1EN (www.cla.co.uk);
“CLA License”
means the licence granted to IPCB by the CLA to enable IPCB to monitor certain print publications and distribute the contents thereof;
“Client”
means the person, firm, company or organisation submitting an Order;
“Fees”
means the fees payable by the Client for the Services in accordance with Clause 6 below; “IPCB” means International Press Cutting Bureau, a partnership, whose office is at 224/236 Walworth Road , London, SE17 1JE ;
“Material(s)”
means all material(s) including press cuttings provided by the IPCB to the Client in the provision of the Services;
“NLA”
means The Newspaper Licensing Agency of Mount Pleasant House, Lonsdale Gardens,
Tunbridge Wells, TN1 1HJ (www.nla.co.uk);
“NLA Licence”
means the licence granted to IPCB by the NLA to enable IPCB to monitor certain print publications and distribute the contents thereof including via the eClips service;
“Order”
means the Client's order (whether in writing or oral) detailing the products and/or services required to be provided by IPCB to the Client (or as it may direct) hereunder;
“Order Acknowledgement”
means a written acknowledgement and acceptance of the Order on IPCB's headed paper or by an e-mail sent from IPCB;
“Services” means the services supplied to the Client under this Agreement.

1.2 Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders.
1.3 References to “Clauses” are to the clauses of this Agreement. Clause headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement.

2. THE AGREEMENT

2.1 By placing an order for Services, the Client shall be deemed to have accepted the terms and conditions of this Agreement which shall govern the supply of the Services to the exclusion of any other terms and conditions (including without limitation any terms and conditions of the Client or previous terms and conditions agreed between IPCB and the Client). IPCB shall be entitled to assume that any person submitting an order for Services on behalf of the Client is authorised to do so and to bind the Client to this Agreement.

3. PLACING OF ORDERS

3.1 An Order constitutes an offer by the Client to purchase the Services. No binding contract shall be formed until IPCB has indicated its acceptance of the Client's order by issuing an Order Acknowledgement to the Client confirming that IPCB agrees to provide the Services. IPCB reserves the right in its absolute discretion to refuse to accept all or part of any Order.
3.2 IPCB shall supply the Services to the Client in accordance with the relevant Order Acknowledgement and the terms and conditions of this Agreement.
3.3 Any request by the Client to amend an Order must be made in writing 2 working days prior to the date the change is to take effect and it shall be at IPCB's discretion whether to accept such request for change.

4. DELIVERY

4.1 Unless otherwise agreed in writing between the parties, the Materials shall be delivered by IPCB to the Invoice Address or Cutting Address (if different) indicated on the Order. IPCB shall use its reasonable endeavours to deliver the Materials as soon as is reasonably practicable but time shall not be of the essence with respect to delivery dates. For the avoidance of doubt, the Client shall remain liable under this Agreement where the specified Cutting Address is that of a third party. Any change to an Invoice Address or Cutting Address must be requested in writing.
4.2 Notwithstanding this provision, however, IPCB will provide the Client with a credit in respect of the Fees due for any Material provided that a) the Material that is returned to IPCB by the Client within 5 working days of the provision of such Material to the Client; and b) the reason for the return of the Material is due to a genuine fault on the part of IPCB in providing Material that is not in accordance with the agreed Services.

5. TERM AND TERMINATION

5.1 This Agreement shall continue for the term specified in the Order Acknowledgement. Otherwise, The Agreement can only be terminated by either party giving to the other not less than two month's written notice. This is subject to the clauses set out directly below.
5.2 Either IPCB or the Client shall be entitled to terminate this Agreement forthwith upon giving written notice to the other if:

5.2.1 that other party commits any material breach of any of the provisions of this Agreement, and in the case of a breach capable of remedy, fails to remedy the same within 21 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
5.2.2 a receiver is appointed over any of the property or assets of that other party; or
5.2.3 that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, a receiver is appointed or it is unable to pay its debts; or
5.2.4 that other party goes into liquidation (except for the purposes of amalgamation or reconstruction).

5.3 On termination of this Agreement the following shall operate:

5.3.1 IPCB shall cease to be required to perform the Services and the Client shall cease to be required to pay the Fees (except in respect of those Services performed or due to be performed by IPCB prior to the end of the term for which the Fees shall be payable);
5.3.2 any termination of this Agreement shall be without prejudice to the right or remedy of either party that has already accrued to that party prior to the relevant date of termination (including, without limitation, the right of IPCB to receive and recover all outstanding Fees from the Client).

6. PAYMENT

6.1 The Fees shall be specified on the Order Acknowledgement.
6.2 The Client shall pay the Fees in accordance with IPCB's invoices from time to time. Unless otherwise agreed, invoices shall be issued after delivery of the Materials.
6.3 All invoices shall be payable within 30 days of the invoice date.
6.4 All sums referred to in this Agreement shall be invoiced and payable in Sterling , in full, without deduction, withholding or set-off. The Fees are exclusive of VAT, and any other tax or duty payable in relation to the supply of the Services and Materials, which shall (if and to the extent applicable) be payable by the Client in addition to the Fees.
6.5 If the Client is overdue with any payment hereunder, then without prejudice to IPCB's other rights or remedies:

6.5.1 the Client shall be liable to pay interest on the overdue amount at an annual rate of 4% above the prevailing base rate of National Westminster Bank plc, which interest shall accrue on a daily basis from the date payment becomes due until IPCB has received payment of the overdue amount together with all interest that has accrued; and/or
6.5.2 the Client shall reimburse IPCB for any costs incurred by IPCB in taking steps to recover the overdue payment; and/or
6.5.3 IPCB shall have the right, at its option, to suspend all Services until full payment is received.

6.6 IPCB shall have the right to vary all Fees upon giving to the Client not less than 1 calendar month's prior written notice. In the event that such notice is given, it will be sent to the named recipient of the Client's invoices or to the primary contact of the Client, as IPCB shall elect.

7. SERVICE LEVELS

7.1 IPCB shall provide the Services to the Client using reasonable care and skill.
7.2 Whilst IPCB will use its reasonable endeavours to provide the Client with a reasonably acceptable level of accuracy and timeliness in performing the Services, and will apply such time, attention, resources, trained personnel and skill as may be reasonably necessary for the due and proper performance of the Services, the Client acknowledges and accepts that IPCB is often relying upon third party suppliers when performing the Services and so no warranty, guarantee or representation is made by IPCB that the Materials will be complete, accurate, timely and/or fit for the purpose in all respects (“Deficiency”) and any such Deficiency shall not be regarded as a breach by IPCB of the terms of this Agreement and shall be disregarded in determining whether IPCB has achieved a reasonably acceptable level of accuracy in the performance of the Services.
7.3 The list of publications from which IPCB may supply cuttings displayed is at www.ipcb.co.uk as updated from time to time. IPCB may be able to source cuttings from other publications upon request. IPCB shall not be responsible for delays in supply of Materials occasioned by change of title name, temporary suspension or discontinuation of a publication or delays in delivery to IPCB.

8. LIMITATION OF LIABILITY

8.1 Subject to Clauses 8.2, 8.3 and 8.4, IPCB's maximum aggregate liability under or in connection with this Agreement shall not exceed the Fees paid by the Client in the 3 months period prior to such claim arising.
8.2 Nothing in this Agreement shall exclude or in any way limit IPCB's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that the same may not be excluded or limited as a matter of law.
8.3 Subject to Clause 8.2, IPCB shall not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. IPCB shall only be liable to the Client for direct loss caused by the negligence, wilful misconduct or wilful default of IPCB or its employees and officers.
8.4 This Agreement sets forth the full extent of IPCB's obligations and liabilities in respect of the supply of the Services hereunder and there are no conditions, warranties, representations (other than fraudulent or negligent representations) or other terms, express or implied, that are binding on IPCB except as specifically stated in this Agreement.
8.5 IPCB shall not be liable or held responsible for any claims or proceedings brought against the Client by any publisher or other third party in respect of any intellectual property rights or other rights subsisting in any Material resulting from the Client's use of the Material without the consent of the relevant copyright holder (where required), or from the Client's breach of any applicable intellectual property or other laws or regulations generally. IPCB does not warrant and accepts no liability whatsoever that any information or advice it may provide regarding copyright is either complete or accurate. The Client will indemnify IPCB, and keep IPCB indemnified on demand, against all claims, liabilities, costs, expenses and damages that arise in connection with any failure by the Client to obtain the necessary consent from the relevant copyright holder to the Client's use of the Material, or that arise in connection with any other breach by the Client of any applicable laws or regulations.

9. COPYRIGHT

9.1 IPCB is licensed by both the CLA and the NLA to monitor print publications, to photocopy and distribute articles and by the NLA to provide an electronic clip transmission service (“eClips”).
9.2 The Client acknowledges that copying, scanning, electronically storing and distributing Materials without the prior consent of the relevant copyright holder may constitute an infringement of the relevant holder's copyright. Accordingly, the Client shall not be permitted to copy, scan, distribute or electronically store copies of the Materials unless the Client has obtained the prior written permission of the NLA, the CLA or other appropriate copyright holder. Where the Client wishes to receive Materials from IPCB, the Client must forthwith seek to obtain the consent of, and the relevant licence from, the NLA, the CLA or other appropriate copyright holder to copy or scan Materials. The Client must obtain a separate licence from the NLA in relation to eClips.
9.3 The Client hereby acknowledges that IPCB is required under the terms of the NLA Licence that it holds to provide the NLA with the identity contact details and certain additional information in respect of any Client to whom the Material is supplied electronically (eClips). Accordingly, the Client hereby consents to the provision by IPCB to the NLA of the Client's name, address and any other necessary information in these circumstances. The Client acknowledges that under the terms of the CLA and NLA licences, IPCB is obliged to notify the CLA and the NLA of any infringement of their copyright coming to the notice of IPCB and consents to IPCB making such notification.
9.4 Materials are supplied for the private use of the Client and shall not be reproduced, circulated, resold or copied (whether in whole or in part) without the Client obtaining the prior written approval of the relevant copyright holder.
9.5 For the avoidance of doubt, IPCB shall not be responsible for obtaining any of the consents for the Client referred to in this Clause 9.
9.6 CLA notice : IPCB is licensed by The Copyright Licensing Agency ('CLA's) to provide its Press Cutting service in respect of extracts from any published edition of a magazine, journal, or other periodical containing an item of news or current affairs. However, unless permitted by a licence granted to you by the CLA (or authorised by the copyright owner: - Paper Cuttings may not be further copied or otherwise reproduced
- Any one Digital Cutting may only be accessed once and a single paper copy printed out (which single paper copy may not itself be further copied) following which that Digital Cutting and any electronic copies of that Digital Cutting must be deleted, and
- Licensed Cuttings are not altered and in particular any copyright notices are not removed, concealed or amended.
We may provide details to the CLA and their agents of the number of permitted users and of all press cuttings made available to you.

10. FORCE MAJEURE

10.1 IPCB shall not be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any act, event, non-happening, omission or accident beyond IPCB's reasonable control (a “Force Majeure Event”).
10.2 Force Majeure Events shall include but not be limited to the following:

10.2.1 strikes, lock-outs or other industrial action;
10.2.2 civil commotion, riot, invasion, terrorism, war (whether declared or not) or threat of or preparation for war;
10.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
10.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
10.2.5 compliance with any law or governmental order, rule, regulation or direction;
10.2.6 breakdown of plant or machinery;
10.2.7 default of suppliers or sub-contractors.

10.3 If affected by a Force Majeure Event, IPCB shall, within three working days of becoming aware of the Force Majeure Event, provide a written notice to the Client, giving details of the Force Majeure Event, its likely duration and the manner and extent to which its obligations are likely to be prevented or delayed.
10.4 If any Force Majeure Event occurs, the date(s) for performance of the affected obligation(s) shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding one month, either party shall have the right to terminate this Agreement forthwith on written notice to the other party. Each party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.

11. NOTICES

11.1 Unless otherwise expressly stated in this Agreement, all notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly served if delivered by hand or sent by e-mail or pre-paid registered post to the intended recipient at the address specified in this Agreement or such other address as either party may notify to the other for this purpose from time to time.
11.2 Any notice shall be deemed to have been duly served:-

11.2.1 if delivered by hand, on delivery;
11.2.2 if sent by pre-paid registered post, two working days after posting;
11.2.3 if sent by e-mail, on the working day immediately following the date of its despatch.

12. GENERAL

12.1 The Client may not assign, sub-license or sub-contract this Agreement or any of its rights or obligations hereunder without the prior written consent of IPCB.
12.2 IPCB may assign this Agreement in whole or in part, upon written notice to the Client, to any third party to whom IPCB's business or part thereof is transferred pursuant to the sale of all or part of the assets of and/or shares of IPCB.
12.3 This Agreement is intended to confer a benefit on the CLA and the NLA who may enforce the terms of Clause 9.
12.4 Subject to Clause 12.3, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
12.5 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
12.6 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
12.7 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. Each of the parties acknowledges and agrees that:

12.7.1 in entering into this Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than the statements, representations, warranties and understandings expressly set out in this Agreement; and
12.7.2 its only remedies in connection with any statements, representations, warranties and understandings expressly set out in this Agreement shall be for breach of contract as provided in this Agreement, provided that nothing in this Clause 12.7 shall operate to limit or exclude either party's liability for fraud.

12.8 Any valid alteration to or variation of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer.
12.9 The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them