localsecrets Cambridge

With the local lowdown in Cambridge

Client General Terms and Conditions

These terms and conditions ("Terms") shall apply to the Services, and Deliverables provided by Local Secrets CIC (formerly Ltd and as of October 2016 a subsidiary of localsecrets solutions Ltd). ("LS") Future Business Centre, King's Hedges Road, Cambridge CB4 2HY to the Client named in a signed Work Order or who completes registration online and purchases a package.

1. Definitions

In these Terms:

Client

means the company or individual named on a signed a Work Order to whom LS provides the Services and Deliverables or who completes registration online and purchases a package.

Work Order

means the written document signed between the parties setting out the detailed Services, Deliverables and the Fees and which should be read in conjunction with and forms part of these Terms, if services have not been purchased online, in which case no work order is necessary

Proposal Form

means the offer document on which the Project Plan and Services are proposed to the Client by LS prior to signature of a Work Order, if services have not been purchased online, in which case no work order is necessary

Services

means the services provided to Client by LS as specified in the relevant Work Order or described online as part of a package.

Deliverables

may refer to individual aspects of the Services that are specified on the relevant Work Order or described online as part of the package but is otherwise synonymous with Services

Fees

means the consideration for the Services whether paid in monetary terms or in kind as specified on the relevant Work Order or online.

Term

means in relation to any start and end date of a package purchased online or to a Work Order the period starting from signature of the Work Order between the parties, during which the Services are provided, up to the date of any termination of the relevant Work Order

Venue

may be referred to in a Proposal or a Work Order or on the Website but is otherwise synonymous with Client

Website

Means LS's website at www.localsecrets.com and any other site through which LS may operate during the Term

Project Plan

means the description of the Services and the timeframe for delivery as set out in the relevant Work Order or as described in the package description online.


2. Term and Termination

2.1.  The Services shall begin upon the date of the Work Order and continue for any minimum period specified in it (and shall automatically roll over on a monthly basis at the end of such period) unless and until terminated by the Client on 30 days’ written notice to be given at any time from the penultimate month of the period, or as specified in this paragraph. Online purchases begin on the day of purchase and continue for the specified period unless 'auto-renewal' is ticked, in which case services continue until terminated by the Client on 30 days’ written notice to be given at any time from the penultimate month of the period, or as specified in this paragraph.

2.2.  At LS’s discretion LS may suspend, restrict, reduce or cancel any open Work Order or online purchase immediately if the Client breaches any of these terms.  LS may cancel a Work Order  or online purchase at any time without reason by giving the Client not less than 30 days’ notice by email. Termination of any Work Order or online purchase however caused shall be without prejudice to any rights or liabilities accrued at the date of termination.

2.3.  A Work Order, once signed, or online purchase is not cancellable by the Client who must pay the full amount agreed regardless of whether or not it wishes to continue to use the Services supplied.

3. Provision of the Services

3.1.  Throughout the Term, LS shall provide the Services and Deliverables under any open Work Order or as described for service package under these Terms and contingent upon the Client's fulfilling its responsibilities and performing its obligations as set out in these Terms. 

3.2.  All LS editorial content including event/eating out reviews, recommendations (critic's choice), articles, blogs and public feedback is independent and published at the sole discretion of LS editorial staff. LS posts all fair, accurate and bona fide public comment online and cannot remove comments simply because they are negative, but it will give Clients assistance in responding constructively.

3.3.  LS will use its reasonable endeavours to ensure the accuracy of Client-provided content and, when possible, will confirm the content provided by the Client in writing. LS may however, at its discretion, accept content from the Client, including news, commercial offers and other web or email content by phone, email, fax or letter and place them live on the Website or transmit them by email without further written or oral confirmation to the Client. If the Client does not object to the content before it goes live, LS shall not be liable to the Client, whether for direct or indirect losses or for errors of content, whether due to LS’s negligence or not. If an error or misstatement becomes known to the Client, a correction or change must be issued to LS promptly, although no guarantee is given that LS will be able to make such correction or change before transmission.

3.4.  LS reserves the right to edit any offers, news items or content for length and any other quality that LS deems necessary to adhere to its standards. LS may, at any time and at its discretion, remove any material that it believes is inappropriate or which might be in contravention of the above.

3.5.  Distribution of emails is determined solely by LS based on the criteria selected by LS. LS aims to define the scope of each distribution to target as many end customers as have expressed an interest in that type of offer/news.

4. Client responsibilities

4.1.  Any assets or approvals required from the Client should be received in a timely manner, in line with the Project Plan and Deliverable dates set out in the Work Order or in the package description online. Any delay or deviation from the Project Plan or package description may impact on final delivery date(s).

4.2.  The Term start date normally coincides with the set-up or online services purchase date, but will not be changed if the Client delays the set-up or provision of set up materials. The Client acknowledges that change control for design and editorial services and changes in project scope or development issues can impact on the costs and timings. Change to the content and specifications will be detailed in writing and require agreement by both parties in writing before being actioned.

4.3.  All offers/news items and prizes which the Client issues to end customers through LS must be honoured (in the case of offers) and be accurate and true (in the case of news items). The fulfilment/accuracy of an offer is entirely the responsibility of the Client.

4.4.   If a dispute arises regarding the fulfilment/accuracy (as applicable) of an offer /news item it is the Client’s responsibility to prove it has been honoured or is accurate (as appropriate) or compensate as appropriate for any benefits promised but for some reason not delivered properly, fully or accurately or for any loss suffered. The Client must honour the offer or prize if the award has not expired, even if this date is after the end of the Term.

4.5.  The Client is responsible for providing pictures, logos and other images for web pages or other promotion. The Client must not use the Website for unlawful purposes or provide LS with any material which is unlawful, false, misleading, offensive, abusive, indecent, defamatory, obscene, annoying or would cause anxiety or be in breach of copyright, trademark or any other intellectual property or other rights wherever in the world arising.

4.6.  Where competitions are arranged (such as in marketing packages on for online packages) prizes are to be provided by the Client, who agrees to allow LS to allocate and award up to the number of prizes specified in the package (definition of prizes to be agreed in writing with Client).

4.7  Where restaurants and other service providers agree to an independent review to be organized by LS, the business will provide the meal or services agreed free of charge. The review will present an e-voucher in lieu of payment after consuming the service, and may not reveal his/her identity as a reviewer. The independent review is editorial and will be published according to LS editorial policies, without influence from the customer.

4.8  Where advertising is placed on television by LS, the Client is responsible for providing content that meets the UK Code of Broadcast Advertising.

 
5. Fees and Payment - general

5.1.  All Fees quoted in any Work Order, Proposal, rate card, or in any other document or correspondence between the parties shall be expressed as being EXCLUSIVE of VAT (valued added tax) unless otherwise expressly stated . Prices quoted online, however, are generally inclusive of VAT.

5.2.  Payments may be made by Direct Debit, standing order, debit card, or by credit card. Payments made offline by credit card will attract a 2% surcharge to cover administration costs. Payments made by Direct Debit or standing order that are create and later cancelled and have to be re-established will incur a £10 administration charge per instance.

5.3.  Services specified in a Work Order must be paid for using the method agreed and on the timing agreed in that Work Order, i.e. in full either at the time the Work Order is signed, by Direct Debit completed at that time (excluding the set-up fee, which must be paid for when the Work Order is signed) or by invoice for payment within 30 days.

5.4.  If any agreement is made under which the Client is to pay any sums to LS by instalments, the parties agree that if any instalment is not paid on or before the due date for that instalment, the whole outstanding balance become due and payable forthwith. If handed over for collection, the debtor will be responsible for all legal and collection fees.

5.5.  Where the Client is paying LS rather than LS deducting its commission from sums paid by the Client’s end customer before passing the balance on to the Client, payment in full is due in 30 days from the date of start of Services.

5.6.   In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, LS reserves the right to charge interest of 8% over the Bank of England base rate on any overdue sums.   

5.7.  Where payment is taken by Direct Debit and an end customer renews on a new contract, the Direct Debit mandate from the previous Term will be automatically extended for the new payment agreement, with payments adjusted accordingly. The Client agrees to allow the Direct Debit to be continued without new Direct Debit directions on renewal.

5.8.  Where LS is selling/supplying the Client’s products/services to end customers via the Website and deducting its commission before passing the balance on to the Client or taking the sale income as offset payment for LS services, the Client acknowledges that due to the use of the online account system there shall be a delay before the balance is transferred or credited. This delay is normally two weeks. Furthermore, LS shall be in no manner liable to pay the balance in each case to the Client until LS has itself been paid the overall sum due from the end customer.

6. Fees and payment - Products sold or marketed via the Website

6.1.   Any of the following may be sold to the Client’s end customers via the Website:

6.2.  Gift Certificates which will be posted to the customer by LS. When paid by the end customer, LS will deduct its commission of 15% (or a percentage otherwise explicitly agreed with the Client in advance and in writing) before paying the balance to the Client. The Client undertakes to honour the offer denoted by the certificate in each case.

6.3.  Tickets to Events and Package Deals where payment in advance is required. When paid by the end customer, LS will deduct its commission before paying the balance to the Client (such commission to be agreed on a case-by-case basis between LS and the Client). The Client undertakes to honour the offer denoted by the ticket in each case. For Special Promotional Offers for which LS will be paid by the end customer (including the delivery charge) LS will deduct the agreed commission as above. However, the Client shall be responsible for delivery in each case.

6.4.  When tickets or fees for courses or events are sold by LS on behalf of a Client and the event or course is subsequently cancelled before the date by the provider or where a date change by the provider cause some participants to cancel, tickets already purchased will be refunded at full value to the buyers and a 5% service charge per ticket above the cost of the refund will be levied by LS on the provider.

6.5.  The Client acknowledges that LS shall be marketing, selling or supplying the products/services provided to LS by the Client via the Website or other means to end customers as the Client’s agent and not in its own name and allows LS to appoint subagents for this purpose. Accordingly, LS shall not be liable for any defects or delayed supply in connection with any such products/services, and the Client shall indemnify LS against any liability that LS may incur in this regard.


7. Fees and payment - offset arrangements

7.1.  At the discretion of LS and as part of the payment arrangements for selected Clients and selected goods and services, Website sales of Client goods or services may be used to offset all or part of the set-up or monthly fee portion of certain Deliverables under the Services or for selected marketing activities as specified by LS.

7.2.  LS reserves the right to offer such arrangements to selected Clients at its sole discretion and is under no obligation to agree to this form of payment.

7.3.  Pricing for goods or services sold to end customers by LS as part of an offset arrangement with a Client are set by LS, which may vary the price or frequency of sale items as necessary to achieve sales. This does not affect the amount credited toward the set-up or monthly fee portion, which LS will honour regardless of actual sales income.

7.4.  By agreeing to take offset payment LS takes the risk of failure to sell the goods or services on itself and cannot (unless otherwise explicitly agreed with the Client in advance and in writing) require the Client to revert to other forms of payment as long as the goods or services are supplied as agreed. Failure to supply such goods or services as agreed for any reason would constitute default and LS would require immediate cash compensation for any portion of payment due to LS that had not yet been earned through offset sales.

7.5.  The vouchers sold to end customers for redemption for the agreed goods or services may be exchanged by the buyer or holder for the face value with the period noted on the voucher and according to terms and condition set out on the voucher and may not be exchanged in whole or part for cash or be traded other than by LS.

8. General

8.1.  Force Majeure: LS shall not be liable for any delay or failure to comply with its obligations under these Terms if the delay or failure arises from any cause which is beyond LS’s control, including (without limitation) any Act of God, or of Government or Regulatory Authority or other internet service providers, war, terrorism or non-availability or malfunctioning of a telecommunications, server administrator and manager or broadcast or other network system or service. LS cannot guarantee that access to the Website will be uninterrupted and error free and access may be restricted to allow time for repairs, maintenance or the introduction of new facilities or services. If this happens LS will attempt to restore services as soon as it reasonably can.

8.2.  Liability and Claims:  All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms save that nothing in these Terms excludes or limits the liability of either party for death or personal injury caused by negligence or for fraudulent misrepresentation. LS shall not be liable to the Client, including without limitation, for any loss of profit, revenue, savings, goodwill or other financial or consequential loss of any kind whatsoever, including loss of business, loss under current and future contracts and administrative costs arising out of or in relation to these Terms, whether arising by reason of misrepresentation, breach of contract, in tort (including negligence or breach of statutory duty) or under statute.

8.3.  Limitation: If, notwithstanding the above, LS is found liable under these Terms LS’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation under statute or otherwise, arising out of or in connection with these Terms shall be limited to the sums paid to LS by the Client under these Terms. The Client must inform LS immediately if anyone makes or threatens to make a legal claim against the Client relating to its use of the Website. The Client must immediately stop the act that is the subject of the legal claim. If LS asks the Client to, the Client must confirm the details of the claim in writing. LS reserves the right to forward details to the Police and other relevant authorities. The Client must indemnify LS in full for any damage, costs, liabilities, charges, fees, fines or levies that LS suffers resulting from any act or omission by the Client in relation to these Terms or from any breach by the Client of these Terms.  

8.4.  Entire Agreement: These Terms and any signed Work Order under them constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, negotiations and discussions between the parties relating to it. LS will from time to time update these Terms and notwithstanding any prior agreement, the Client will be bound by the then-current version of these Terms as posted on the Website.  LS will use its best endeavours to notify the Client of any material changes to these Terms.

8.5.  Third Party rights and Waiver: These Terms are not intended to confer a benefit on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise and no third party shall have any right to enforce any of the provisions of these Terms. The failure of a party to exercise or enforce any right under these Terms shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter. If any part of these Terms becomes invalid, illegal or unenforceable the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible gives effect to their intentions as expressed in these Terms.

8.6.  Governing Law: This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts in respect of any dispute or claim arising out of or relating to these Terms. The place of performance of the Services shall be England.

 

Client General Terms and Conditions | Cambridge | localsecrets