Annual General Meeting
7th October 2015 at 6pm
Foundry 34, Sandgate, Penrith
Name of company
Penrith Business Improvement District
Tel No. 07914 824333
The terms "Advertisement", "Advertiser", "Fee", "Start Date", "Website", have the meanings set out in the Order.
1. Terms of Payment
Payment in full shall be made to Penrith BID in advance of the Start Date, unless agreed otherwise between the parties in writing. Penrith BID reserve the right to cancel or postpone the Advertisement if the Fee is not paid in full on or before the Start Date or on any date agreed between the parties. All payments to Penrith BID shall be made in Sterling and shall be exclusive of Value Added Tax which shall be payable by Advertiser In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all expenses (including legal fees) incurred by Penrith BID in collecting such amounts.
2. Placement, Licence and Impressions
Advertiser hereby grants a worldwide, non-exclusive, fully paid licence to reproduce and display the advertisement (including all text, content, trademarks and branding) in accordance with this Order and the terms and conditions Except as set out in the Order, positioning of the Advertisement within the Website is at the sole discretion of Penrith BID and Advertiser acknowledges that Penrith BID has not made any guarantees with respect to usage statistics or levels of impressions for the Advertisement. If it is agreed between the parties, Penrith BID may provide Advertiser with estimated usage statistics. Penrith BID makes no representations or warranties with respect to such usage statistics and shall not be held liable for any claims in respect thereof.
Except as expressly set forth in the Order, any renewal of the Order and acceptance of any additional advertising order shall be at Penrith BID’s sole discretion. Pricing for any renewal period will be at Penrith BID’s then current rates which are subject to change by Penrith BID from time to time.
4. No Assignment or Resale of Advertising Space
Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to Penrith BID.
5. Limitation of Liability
In the event that Penrith BID fails to publish the Advertisement in accordance with the terms of the Order (or in the event of any other failure, technical or otherwise, of such Advertisement to appear as provided in the Order), Advertiser’s sole remedy and Penrith BID’s entire liability to Advertiser shall be limited at Penrith BID’s option to either a refund of the Fee or relevant part thereof, or placement of the Advertisement at a later time in a comparable position.
In no event shall Penrith BID be responsible for any consequential or special damages or loss of profits arising from any failure to publish the Advertisement in accordance with the Order. Penrith BID does not limit or exclude or limit liability for death or personal injury caused by its own negligence.
Without limiting the foregoing, Penrith BID shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Penrith BID affecting production or delivery in any manner.
Each of the provisions of Clause 5 shall be construed separately and independently of the other and if any provision of Clause 5 shall be found by any court or administrative body to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of Clause 5 which shall remain in full force and effect.
6. Warranties and Indemnity
Advertiser warrants and represents to Penrith BID that:
it has the right to publish the contents of the Advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights;
it has complied with the codes of practice issued by the Advertising Standards Authority in respect of electronic and on-line advertising and all other relevant industry codes of practice including without limitation good data protection/privacy practice in accordance with the Data Protection Act 1998; and
the advertisement does not constitute an investment advertisement within the meaning of the Financial Services Act 1986.
Advertiser agrees to indemnify Penrith BID forthwith on demand and hold Penrith BID harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by Penrith BID in connection with any claims, actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the Advertisement and/or any material of Advertiser to which users can link through the Advertisement.
7. Provision of Advertising Materials
Advertiser will provide all materials for the Advertisement (including GIF files), in accordance with the Order and Penrith BID policies in effect from time to time, including (without limitation) the manner and time of transmission to Penrith BID and such technical specifications as Penrith BID may from time to time require. Penrith BID shall not be required to publish any advertisement that is not received in accordance with such policies. Advertiser warrants that all such Materials shall be free from viruses and indemnifies Penrith BID against any expense, damage or loss arising from a breach of this Warranty.
The Advertiser must notify Penrith BID by telephone and submit in writing for Penrith BID approval any contact detail changes to advertisements already approved and published. It is the Advertisers responsibility to make sure that Penrith BID receives this information.
8. Right to Reject Advertisement
All contents of advertisements are subject to Penrith BID acceptance. Penrith BID does not undertake to review the contents of any advertisements and any such review of and acceptance by Penrith BID shall not be deemed to constitute a confirmation by Penrith BID that such advertisement is provided in accordance with the terms of the Agreement nor shall it constitute a waiver of Penrith BID rights hereunder. Penrith BID reserves the right at any time, at its sole discretion, to:
reject or cancel the Advertisement, order, space reservation or position commitment; or
remove the Advertisement from the Website.
In addition, Penrith BID shall have the absolute right without assigning any reason to reject any URL link embodied within the Advertisement.
Except as otherwise specified in the Order, the Order is non-cancellable by Advertiser.
No conditions other than those set forth in the Order or these Standard Terms shall be binding on Penrith BID unless expressly agreed to in writing by Penrith BID. In the event of any inconsistency between the Order and these Standard Terms, the Order shall prevail.
These Standard Terms, together with the Order:
shall be governed by and construed in accordance with, the laws of England and Wales and Advertiser submits to the non-exclusive jurisdiction of the English Courts;
may be amended only by a written agreement executed by an authorized representative of each party; and
constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
Notwithstanding any other provision above a person who is not party to these terms and conditions has and does not accrue any rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these terms and conditions, but this does not affect any right or remedy of a third party which exists or is available apart from this Act
What information we gather
If you are browsing our site, we gather no personal information about you. All we will gather is the standard HTTP information that will appear in our web logs, though we will use unique identifiers for the purpose of identifying an individual user. Only when you register will we actually require you to give us personal details like email, name, title. Once you are a member, you have the option to submit further details.
Why we gather information
Much of the information we gather is required in order to run our business. Penrith BID encourages you to submit some personal details and become and Register for the following reasons. This will:
We will analyse the data you submit to enable us to develop our business. An example of this might be “what are the most popular locations visited”.
What access you have to your information
You have access to any information that you submitted when you register with Penrith BID. You can request to be unregistered from our database at anytime. This will involve us removing any personal information that you gave to us when you registered. You can unsubscribe from any emails we are sending you at any time.
Who receives the data
We offer you the option of receiving information from carefully selected third parties when you register with us. If you agree to this when you register, but change your mind later, you can amend your preferences accordingly.
How long we store personal information for
We will store information about you as long as we require it to carry out our business. Please be reassured that we can remove certain information if you request it. Please see point 3).
How you can contact us
You can contact our customer service team at firstname.lastname@example.org or phone Monday - Friday 9am to 5pm.
The Data Protection Act
Penrith BID complies with the Data Protection Act 1998.
Use of This Site
Penrith BID authorises you to view, download and print Site Content subject to the following conditions: (i) you may only do so for your own personal and non-commercial use; (ii) you may not modify the Site Content; (iii) any displays or printouts of Site Content must be marked "(c) 2009, All rights Penrith BID reserved."; (iv) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Site Content by Penrith BID; (v) you may not reproduce, prepare derivative works from, distribute or display Site Content, except as provided herein. Except as expressly permitted above, copying, transmission, reproduction, republication, posting or redistribution of the Site Content or any portion thereof is strictly prohibited without the prior written permission of Penrith BID. To request permission, you may contact Penrith BID as follows:
You represent and warrant that your use of the Site Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. You expressly agree to indemnify Penrith BID against any liability to any person arising out of your use of Site Content not in accordance with these Terms and Conditions. You warrant that you are at least 18 years of age and possess the legal authority to enter into this agreement and to use this Site in accordance with all terms and conditions herein.
Users of the Site will not incur any charges for using the Site in accordance with these Terms and Conditions. However, the Site contains links to third-party websites which are operated and owned by independent service providers or retailers. Such third-parties may charge a fee for use of certain content or services provided on the website. Therefore, you should make whatever investigation you feel is necessary or appropriate before proceeding with any transaction with any third party to determine whether a charge will be incurred. Where Penrith BID provides details of charges on the Site, such information is provided for convenience and information purposes only. Penrith BID in no way guarantees that this information is correct nor is it in anyway responsible for content or services provided on such third party websites.
Links to other sites
The Site contains links to third-party web sites. The linked sites are not under the control of, and Penrith BID is not responsible for the contents of any linked site. Penrith BID provides these links as a convenience, and a link does not imply endorsement of, sponsorship of or affiliation with the linked site by Penrith BID. Linked sites are owned and operated by independent retailers or service providers, and therefore, Penrith BID cannot ensure that you will be satisfied with their products, services or business practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
Penrith BID may change, add or delete these Terms and Conditions or any portion thereof from time to time in its sole discretion where it deems it necessary for legal, general regulatory and technical purposes, or due to changes in the services provided or nature or layout of the Site. Penrith BID will provide you with reasonable notice of any changes. Thereafter, you expressly agree to be bound by any such amended Terms and Conditions.
Penrith BID may change, suspend or discontinue any aspect of the Penrith BID service at any time, including availability of any feature, database or content. Penrith BID may also impose limits on certain features and services or restrict your access to all or parts of the Site or any other Penrith BID web site without notice or liability for technical or security reasons, to prevent against unauthorised access, loss of, or destruction of data or where we consider in our sole discretion that you are in breach of any provision of these Terms and Conditions or of any law or regulation and where it decides to discontinue providing a service.
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms and Conditions shall continue in effect.
Penrith BID may, and you may not, assign, convey, subcontract or delegate rights, duties or obligations under these Terms and Conditions.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Penrith BID as a result of these Terms and Conditions or use of this Site.
The Site is not updated periodically on a regular basis and consequently is not required to register as editorial product under any relevant law.