Terms and Conditions

INTHEDISTRICT.COM (the "Publisher")
These Standard Terms and Conditions (hereinafter referred to as "these Conditions") shall apply to any quotation given and contracts made for the supply of Advertising Space by the Publisher

WHEREAS:

The Publisher operates a Web Site on the World Wide Web and will provide Advertising Space on the said Web Site for the use of the Customer for the Term upon payment of the appropriate Fee.

IT IS NOW AGREED AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

In these Conditions,
1.1 "Additional Services" means the Publisher procuring the registration of a domain name for the Customer upon payment of the Additional Fee.

1.2 "Additional Fee" means the sum which is paid by the Customer to the Publisher for the Additional Services, which is currently £20.00

1.3 'Advertisement' means the Information provided to the Publisher by the Customer for publication on the Web Site, which is converted into hypertext mark-up language format and Uploaded to the Advertising Space;

1.4 'Advertising Space' means a portion of the Web Site reserved for the sole and exclusive purpose of displaying the Advertisement for the Term;

1.5 'Amendment Fee' means a sum of £25.00 payable by the Customer to the Publisher pursuant to condition 2.5 hereof.

1.6 'Banner Advertisement' means an Advertisement comprised of [140 x 400 pixels] where the Information is strictly limited to the name, trading name, trading address, telephone number, facsimile number and/or e-mail address of the Advertiser or the Advertiser's business, a narrative not exceeding [20] words detailing the nature of, or promoting, the Advertiser's business and which will be displayed on the Web Site for a period [not less than 12 seconds in any one minute period], subject always to condition 2.2;

1.7 'Basic Advertisement' means an Advertisement where the Information is strictly limited to the name, trading name, trading address, telephone number, facsimile number and/or e-mail address of the Advertiser or the Advertiser's business, a narrative not exceeding [150] words detailing the nature of, or promoting, the Advertiser's business and/or a hypertext link to the Advertiser's Uniform Resource Locator ("URL");

1.8 'Classified Advertisement' means an Advertisement where the Information is strictly limited to [150 words] and where the Advertisement does not promote a business, trade or profession;

1.9 'Customer' means the person providing the Publisher with an Advertisement, whether such person be the advertiser of the product or service promoted thereby or making the announcement therein ('the Advertiser') or the Advertiser's advertising agency or media customer;

1.10 'Enhanced Advertisement' means an Advertisement where the Information is strictly limited to the name, trading name, trading address, telephone number, facsimile number and/or e-mail address of the Advertiser or the Advertiser's business, a narrative not exceeding [300] words detailing the nature of, or promoting, the Advertiser's business, a hypertext link to the Advertiser's Uniform Resource Locator ("URL") and up to nine pictures to which Enhanced Advertisement the Customer will be permitted during the Term and subject to these Conditions to personally access and edit the content thereof, or in the alternative the Customer may submit Information to the Publisher either electronically or in writing pursuant to condition 2.1 and the Publisher shall, subject to these Conditions, edit such Enhanced Advertisement;

1.11 'Fee' means the sum which is paid by the Customer to the Publisher for use of the Advertising Space on the Web Site for the relevant Term, which is currently
(a) £35.00 in respect of a Basic Advertisement;
(b) £75.00 in respect of an Enhanced Advertisement;
(c) £10.00 in respect of a Banner Advertisement;
(d) no charge in respect of a Classified Advertisement;

1.12 'Information' means information, data, files notes, drawings, artwork, pictures, materials, designs, computer outputs, hypertext links and all copyright works whatsoever whether written, digital or electronic and for the avoidance of doubt shall not include any oral information;

1.13 'Order Form' means the sales order form to be found on the Web Site and which can be completed online and submitted to the Publisher electronically, printed from the Web Site and submitted to the Publisher in writing by post or, in the alternative, completed and handed directly to an authorised representative of the Publisher who will provide a signed acknowledgement in receipt of the said Order Form.

1.14 'Parties' means the Publisher and the Customer and 'Party' means either of them.

1.15 'Publisher' means inthedistrict.com Ltd being a company a company incorporated in Northern Ireland under the Companies (NI) Order 1986 (registered number NI [ ]) and having its registered office at [ ];

1.16 'Renewal Term' means a further period of
(a) 12 months in respect of a Basic Advertisement;
(b) 12 months in respect of an Enhanced Advertisement;
(c) 1 month in respect of a Banner Advertisement;
(d) 1 month in respect of a Classified Advertisement;
from the date of the end of the Term and granted in accordance with condition 18 hereof.

1.17 'Services' means the services provided by the Publisher to the Customer on these Conditions and shall be limited to:
(a) providing and delivering Advertising Space on the Website for the use of the Customer during the Term, together with the Uploading and editing (at the Customer's reasonable request in accordance with condition 2.1 hereof) of the Advertisement;
(b) providing a password protected facility whereby the Customer can edit an Enhanced Advertisement in the Advertising Space during the Term;
(c) providing the Additional Services.

1.18 'Term' means the period from the date the Advertisement is first placed in the Advertising Space which
(a) in respect of a Basic Advertisement means 12 months;
(b) in respect of an Enhanced Advertisement means 12 months;
(c) in respect of a Banner Advertisement means 1 month;
(d) in respect of a Classified Advertisement means 1 month;
and further shall include any Renewal Term granted by the Publisher pursuant to condition 18 hereof;

1.19 'Uploading' the process by which the Publisher or the Customer puts the Advertisement into the Advertising Space, and Upload and Uploaded shall be construed accordingly;

1.20 'User' means any person accessing the Web Site;

1.21 'Web Site' means the web pages on the world wide website operated by or on behalf of the Publisher and generated as a result of requesting the Publisher's Uniform Resource Locator ("URL"), currently being http://www.inthedistrict.com, or any new URL with which the owner replaces the above-stated URL;

1.23 References to a statute or statutory provision shall include any statute or statutory provision which amends, modifies, extends, consolidates, re-enacts or replaces the same, or which has been amended, modified, extended, consolidated, re-enacted or replaced by the same and shall include any order, regulation, instrument or other subordinate legislation made under the relevant statute or statutory provision.

1.24 Unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the masculine gender only shall include the feminine and/or neuter genders and vice versa and words importing natural persons shall include firms, companies or bodies, whether corporate or unincorporated and for the avoidance of doubt, where the Customer is more than one person the Customer's obligations hereunder shall be joint and several on all such persons.

1.25 Headings used in these Conditions are for convenience only and shall not affect the interpretation of these Conditions.

1.26 Unless otherwise provided, references in this Agreement to conditions and sub- conditions are to conditions and sub-conditions of these Conditions.

2 PUBLISHER'S RIGHTS, OBLIGATIONS & WARRANTIES

2.1 (a) The Publisher will use reasonable efforts to provide and deliver the Services as requested by the Customer in accordance with these Conditions or as may reasonably be implied therefrom. However, it is agreed that while the Customer may submit a request to the Publisher to edit an Enhanced Advertisement and the Publisher will perform such editing as part of the Services (subject always to condition 2.1(b)), there shall be no obligation whatsoever on the Publisher to perform such editing where the number of requests in any Term exceeds [ 3 ]. For the avoidance of doubt, there shall be no obligation whatsoever on the Publisher to perform any editing in respect of any Basic Advertisement, Banner Advertisement or Classified Advertisement.

(b) Where the Publisher performs any editing pursuant to the above condition 2.1(a) a further fee is payable by the Customer to the Publisher at the rate of £15.00 per hour pro rata for all time spent by the Publisher performing such editing (the "Editing Fee").

(c) The Publisher will upload any Advertisement edited pursuant to this condition 2.1 forthwith upon completion of the editing and within 7 days of such Uploading shall submit an invoice to the Customer detailing the Editing Fee due from the Customer to the Publisher.

2.2 Although any dates and times given by the Publisher for providing and delivering the Services are given in good faith they are only estimates and the Publisher will not, to the fullest extent permitted by law, be liable for any loss, damage or expense arising directly or indirectly from any delay or failure to provide or deliver the Services howsoever caused. If the provision and delivery of the Services shall be interrupted or delayed due to any circumstances whatsoever the obligations on the Publisher shall be suspended for as long as such circumstances prevail, so far as is permitted by law. Any time quoted for providing or delivering the Services will run from the date of receipt by the Publisher of an Order Form and any other necessary Information.

2.3 The Publisher warrants that it shall provide and deliver the Services with reasonable care and skill and in accordance with generally accepted industry standards. However, for the avoidance of doubt, the Publisher does not give any warranties whatsoever regarding the date of Uploading, the wording or the quality of the colour reproduction of the Advertisement in the Advertising Space.

2.4 The Publisher shall have the right at any time during the Term or any Renewal Term to decline to Upload or edit, or to omit, remove, suspend, edit, withdraw the Customer's editing rights in respect of, or change the position of, the Advertisement where, without limitation, the Advertisement or any Information or other web site to which there is contained an hypertext link therein, in the sole discretion of the Publisher:
(a) does not comply with the law, or may incite anyone to break the law;
(b) conflicts with the British Codes of Advertising and Sales Promotion and all other codes under the general supervision of the Advertising Standards Authority;
(c) is likely to offend the general public, or depict or offend ethnic, religious or other major groups on account of the nature of the product or service being advertised, the wording or design of the Advertisement or inference contained therein;
(d) depicts men, women or children as sex objects or depict or refer to indecency or obscenity;
(e) depicts direct and immediate violence;
(f) advertises films which have not been granted permission for public exhibition or which do not show the required certificate except when the name of the cinema is not shown.
(g) is of a political nature calling for the support of a particular viewpoint, policy or action or attacking a member or policies of any legislative, central or local government authority (Advertisements are acceptable which simply announce the time, date and place of social activities or of a meeting with the names of the speakers and the subjects to be discussed);
(h) contains illustrations which depict, or might reasonably be assumed to depict, quotations from or references to a living person unless the written consent of that person is obtained and is produced to the Publisher;
(i) might adversely affect in any way the interests of the Publisher;
(j) does not comply with the legal or moral obligations placed on the Publisher, the Customer or the Advertiser;
(k) is false, inaccurate or misleading;
(l) is fraudulent or involves the sale or advertisement of counterfeit or stolen items;
(m) is offensive, menacing, abusive or defamatory;
(n) contains any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any system, data or personal information;
(o) causes the Web Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is in any way impaired;
(p) infringes any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy; or
(l) contravenes, or may contravene, either directly or indirectly, any of the provisions of the Data Protection Act 1998.

2.5 Where the Publisher exercises any of his rights pursuant to condition 2.4 the Customer will not in any circumstances be entitled to a refund of the Fee or a proportion thereof. However the Publisher will immediately send written notice to the Customer informing it of any action taken pursuant to condition 2.4 and the Customer may within 14 days of receipt of such notice submit an amended Advertisement to the Publisher together with payment of the Amendment Fee.

3 PAYMENTS

3.1 In consideration of the provision and delivery of the Services, the Customer will pay to the Publisher the Fee, the Amendment Fee, the Additional Fee and/or the Editing Fee specified in these Conditions, as appropriate, together with any value added tax payable thereon.

3.2 The Fee shall be paid in full by the Customer to the Publisher in advance of the date of the first Uploading of the Advertisement into the Advertising Space.

3.3 The Amendment Fee shall be paid in full by the Customer to the Publisher simultaneously with submission of a notice pursuant to condition 2.5.

3.4 The Editing Fee shall be paid in full by the Customer to the Publisher within [14] days of the receipt by the Customer of the Publisher's invoice pursuant to condition 2.1(c).

3.5 The Additional Fee shall be paid in full by the Customer to the Publisher simultaneously with any request for the Additional Services.

3.6 Time of payment shall be a material condition to and of the essence of these Conditions.

4 CANCELLATION AND DELAY

4.1 In the event of delay, suspension or cancellation of the provision and delivery of the Services due to lack of instruction or provision of Information from the Customer or as a result of any cause beyond the direct control of the Publisher then the Publisher reserves the right to charge the Customer for the amount of any loss or expense incurred by it including, for the avoidance of doubt, any outlays, administrative time and costs incurred (the "Cancellation Charge"), but not exceeding £50.00 and the Customer hereby acknowledges that the Cancellation Charge is reasonable in the circumstances.

4.2 The Publisher will issue an invoice to the Customer for any Cancellation Charge to the Customer pursuant to condition 4.1 above and the Customer shall make payment of the Cancellation Charge together with any value added tax payable thereon specified in such invoice within 14 days of receipt thereof.

4.3 Time of payment of the Cancellation Charge shall be a material condition to and of the essence of these Conditions and unless otherwise agreed in writing by the Publisher, interest at the rate of 2% per month will be payable by the Customer on all sums remaining outstanding on foot of the said Cancellation Charge after the due date for payment.

4.4 No cancellation by the Customer is permitted, nor will any rescheduling of the provision and delivery of the Services take place unless expressly agreed by the Publisher in writing.

5 CUSTOMER'S WARRANTIES AND INDEMNITY

5.1 The Customer warrants that:

5.1.1 in relation to an Advertisement the Customer contracts with the Publisher as a principal notwithstanding that the Customer may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer in some other representative capacity;

5.1.2 the reproduction and/or publication of the Advertisement by the Publisher as originally submitted or as amended pursuant to condition 2.1 or 2.5 will not breach any contract or law or legal right or entitlement or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render the Publisher liable to any claim or proceedings whatsoever;

5.1.3 it is the sole responsibility of the Customer to ensure the that any Information supplied to the Publisher in connection with, or used by the Customer in the editing of the Advertisement is accurate, complete and true;

5.1.4 in respect of any Advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Customer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy;

5.1.5 in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000 (the "Act")), the Customer or the Advertiser is, or its contents have been approved by, an authorised person within the meaning of that Act or the Advertisement is otherwise permitted under the Act, under the Financial Promotion Order 2001, or under any other legislation subordinate to the Act.

5.1.6 the Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) for the time being in force or applicable in Northern Ireland; and

5.1.7 all Information submitted to the Publisher is legal, decent, honest and truthful and complies with the British Codes of Advertising and Sales Promotion and all other relevant codes under the general supervision of the Advertising Standards Authority.

5.2 The Customer shall indemnify and so free and relieve the Publisher from and against all loss, liability, damage or expense whatsoever that the Publisher may suffer directly or indirectly as a result of a breach of the warranties contained in this condition 5 or in connection with the provision and delivery of the Services or the content or the subject matter of the Advertisement. The Customer warrants and undertakes to the Publisher that it has at the date of acceptance of these Conditions effected adequate insurance cover for such liability and that same will be maintained at the Customer's expense for the duration of the provision and delivery of the Services, and to produce to the Publisher upon request evidence that such insurance is in force.

6 Title & Risk The Publisher will not be liable for any loss, damage or destruction of Information howsoever occasioned and shall not be obliged to return any Information to the Customer and therefore it shall be the sole responsibility of the Customer to retain sufficient copies of such Information as he may require for any purpose.

7 Termination

7.1 Save as provided for by conditions 7.2, 8.2, 9 and 18 respectively, the Parties respective obligations under these Conditions shall continue for the period of the Term and shall determine upon the expiry of the Term

7.2 The Publisher shall be entitled, without prejudice to any other rights or remedies available to it, to terminate wholly or in part the provision and delivery of the Services in any of the following events:

7.2.1 non-payment of any fee, charge or monies due to the Publisher under these Conditions;

7.2.2 the Customer or the Advertiser threatening to cease or ceasing trading;

7.2.3 if the Customer or the Advertiser (being a company) shall enter into liquidation whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation without insolvency) or administration or (not being a company) shall become bankrupt or (in either case) shall call a meeting of or enter into any composition with its creditors or has a receiver appointed of its undertaking or suffers any distress or execution to be levied on the goods of the Customer or any analogous act; or

7.2.4 where the Customer is otherwise in breach of any of these Conditions or in breach of these or similar conditions applying to any Advertisement placed with the Publisher by the Customer at any time.

8 Effect of Termination

8.1 Any termination of the provision and delivery of the Services shall discharge the Publisher from any liability for the further provision or delivery of the Services.

8.2 For the avoidance of doubt, any termination of the Services (howsoever occasioned) shall not affect any accrued liabilities of either Party nor shall it affect the coming into force or the continuance of any of these Conditions which are expressly or by implication intended to come into or continue in force on or after such termination.

9 Force Majeure Save for the Customer's obligation to pay either the Fee, the Cancellation Charge, the Editing Fee, the Amendment Fee or the Additional Fee, neither Party shall have any liability under or be deemed to be in breach of these Conditions for any delays or failure in performance or delivery thereunder which result from circumstances beyond the reasonable control of that Party, which shall for the avoidance of doubt, and without prejudice to condition 2.4(n), include any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any system, data or personal information, either directly or indirectly. If such circumstances continue for a period of 6 months, either Party may terminate the Contract by serving written notice to the other Party in accordance with condition 10.

10 Notices Any notice required in terms of these Conditions may be delivered personally or sent by First Class Recorded Delivery Post or transmitted by fax in each case to the Registered Office or business address of the party to whom the notice is addressed and any such notice shall be deemed to have been validly served where sent by post on the expiry of forty eight hours from the time of posting and if delivered personally or transmitted by fax at the time of delivery or transmission.

11 Entire Agreement The submission of an Order Form shall amount to an acceptance of these Conditions and, save for a duly executed agreement between the Parties expressly excluding these Conditions, these Conditions shall be deemed to supersede all prior agreements, arrangements, understanding, representations, warranties and undertakings between the Parties and constitute the entire agreement between the Parties relating to the provision and delivery of Advertising Space to the Customer. The Parties agree to be bound by these Conditions which shall apply to the exclusion of any terms or conditions contained or referred to in any acknowledgement, form of contract or other communication made, sent or furnished at any time to or from the Publisher.

12 Rights of Third Parties Save as expressly stated herein the Parties hereby expressly exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.

13 Waiver No failure, neglect or delay of either Party in exercising any right, power or privilege under the Conditions (and no course of dealing between the Parties) shall either be or deemed to be a waiver or in any way prejudice any right of that Party under these Conditions. No right, power or remedy in these Conditions conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party.

14 Severance If any provision of these Conditions or any part of such provision is prohibited by law or judged by a court to be unlawful, invalid, void or unenforceable, the provision shall be severed from these Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Conditions.

15 No Agency / Partnership These Conditions shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Conditions.

16 General

16.1 The Customer shall not assign, sub-contract or sub-license any rights or obligations under these Conditions (whether by operation of law or otherwise) without the prior written consent of the Publisher, which shall be granted upon such terms as the Publisher thinks fit. The Publisher shall be entitled to sub-contract the performance or delivery of any part of the Services but shall remain primarily responsible to the Customer.

16.2 These Conditions shall be governed by and construed in accordance with the Law of the Northern Ireland and the Parties submit to the non-exclusive jurisdiction of the Northern Irish courts.

17 Arbitration

17.1 In the event that any disputes or differences arise at anytime between the Parties, whether before or after termination (howsoever occasioned) touching or concerning these Conditions or their construction or effect or the rights, duties or liabilities of the Parties under or by virtue of them or otherwise or any other matter in any way arising out of the subject matter of these Conditions, either Party may give to the other Party written notice that there is a dispute and the Parties will attempt in good faith to resolve the dispute.

17.2 If the dispute or difference is not resolved within 21 days of the notice given in condition 17.1 either Party may, in accordance with the Arbitration Act 1996 or any statutory modification, re-enactment or equivalent for the time being in force, refer the matter in dispute for determination by a single arbitrator to be agreed upon by the Parties for that purpose or in default of agreement within a reasonable period by the Chairman for the time being of [MomentumNI] whose decision shall be accepted by the Parties as final and binding, save in the case of manifest error.

17.3 The costs of any arbitration procedure pursuant to this condition 17 shall be in the award of the arbitrator given under condition 17.2.

18 Renewal Procedure

18.1 Without prejudice to condition 7, where the Customer wishes to renew the Parties' obligations under these Conditions for a Renewal Term he shall serve notice upon the Publisher indicating the same no later than 21 days before the end of the Term.