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Standard Terms and Conditions for the Purchasing of Adverts on WorldClimb


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1 Definitions

1.1 The following definitions apply to these Terms and Conditions:

Agent shall mean a third party acting on behalf of the Advert Purchaser.

Agreement means these Terms and Conditions.

Categories means the classifications under which all Profile Pages on the WorldClimb Website are organised/listed. For example, a Profile Page that refers to a Company who manufacture different types of rock climbing equipment may be listed under several Categories, such as "Camming Devices", "Harnesses" and "Wired Nuts".

Confidential Information means this Agreement, all communications and information, whether written, visual, or oral, and all other material supplied to or obtained, whether electronic or not, by the Purchaser from WorldClimb during the continuance of the Agreement and all information, reports, drawings, recommendations, data or advice given by the Purchaser to WorldClimb in pursuance of its obligations under the Agreement, and shall (without limitation of the foregoing) include any information from whatever source supplied to or obtained by the Purchaser concerning the trade secrets, customers, business associations, technical or commercial affairs of WorldClimb or any partners, joint venturers or any client or business associate of WorldClimb.

Creative Assets means all graphical and text forms of Internet advertising including banners, text links and buttons, to be used to either advertise the Purchaser's goods and or services, or through which to provide links in connection with the Service.

Domain Name means website domain name utilised for the operation of the Service upon which the URL(s) used by the WorldClimb Website are based.

HTML means Hypertext Markup Language, which is the programming language of the World Wide Web.

Hypertext Links means a link embedded within a web page using HTML, which permits the user to access another point in the same or another web page, which link triggers other web pages to be displayed.

Intellectual Property Rights means patents, rights in designs, trade marks, trading business or domain names, email addresses, copyrights (including any such rights in typographical arrangements, web sites or software), whether registered or not and any applications to register or rights to apply for registration of any of the foregoing rights in inventions, know how, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character, which subsist now or in the future in any part of the world.

Metatags means the web page title, web page description and key words, which appear in the head part of a web page.

Owner means the legal owner of the Purchaser Website or the Person or Company to which the Purchaser Website refers.

Profile Page means the website page on the WorldClimb Website that refers to and Hypertext Links to a Purchaser Website.

Purchaser means the person(s) or company that is purchasing or has purchased the right to exhibit an Advert image on the WorldClimb Website which refers to (and has Hypertext Links to) the Purchaser Website.

Purchaser Advert means a hyperlinked (250 x 150 pixel) image to be located in one of the slots at the top lefthand of the directory pages (ie. just underneath the WorldClimb logo). Adverts are purchased for a particular category or higher level page, and for a particular time span.

Purchaser Website means the website that is referred to (and linked to) by the WorldClimb Website.

Service means the general operation of the WorldClimb Website, the ability of Purchasers to have their Adverts displayed on the WorldClimb Website and the ability of Visitors to follow Hypertext Links within the Advert to the Purchasers' website.

Up Time means the period in which the WorldClimb Website is functioning as intended.

Visitor means an Internet user who visits the WorldClimb Website and the websites that are linked to by it.

WorldClimb is a trading name of Mingulay Technologies Limited registered company number 4040256.

WorldClimb Website is the website www.worldclimb.com

1.2 This website ("worldclimb.com") is the property of Mingulay Technologies Ltd, 222 Oswald Rd, Manchester, M21 9GW. United Kingdom.

1.3 Words in the singular shall include the plural and vice versa. References to a "person" shall include any individual, firm, unincorporated association or body corporate and vice versa.

1.4 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2 Provision of the WorldClimb Website Service to the Purchaser

2.1 The Purchaser shall be required to follow WorldClimb's instructions for incorporating an Advert. The Purchaser shall keep the Purchaser Website operating fully at all times and updated according to the description contained within the Advert.

2.2 The Purchaser shall warrant that all information and data provided to WorldClimb for the WorldClimb Website is correct. WorldClimb shall not be liable whatsoever for any information or data provided by the Purchaser that is incorrect.

2.3 The Purchaser warrants that all goods, products and services promoted within the WorldClimb Website are to the best of their knowledge of fair value and fairly described and that the Purchaser is complying with all relevant trading laws including but not limited to The Sale of Goods Act 1979, The Supply of Goods and Services Act 1982, The Consumer Protection Act 1987, The Consumer Credit Act 1974, Hire Purchase Act 1964, Unsolicited Goods and Services Act 1971, Unsolicited Goods and Services (Amendment) Act 1975, Trade Description Act 1968, Fair Trading Act 1973, Supply of Goods (Implied Terms) Act 1973, Data Protection Act 1998 and The Financial Services Act 1986 from time to time as amended, re-enacted, extended consolidated, and all statutory instruments or orders made pursuant thereof.

2.4 The Purchaser warrants to WorldClimb that WorldClimb shall not whatsoever have to apply for any licence or similar authority to promote the goods or services provided on the Purchaser Website during the period of this Agreement.

2.5 The Purchaser shall adhere to Internet best practice at all material times in promoting the WorldClimb Website and the Purchaser Advert within it. Promotion that is unacceptable includes but is not limited to, promotion by unsolicited mail.

3 Confidentiality

3.1 The Purchaser's payment details are processed by a Payment Service Provider (PSP) - SECPay Limited. WorldClimb will not store copies of the Purchaser's credit or debit card details.

3.2 Any information provided by WorldClimb, which is so designated by WorldClimb shall be kept confidential by the Purchaser, and all information provided by the Purchaser to WorldClimb, which is so designated by the Purchaser shall be kept confidential by WorldClimb: however, the foregoing shall not apply to any document or other materials, data or other information whether electronic or not which are in the public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of either WorldClimb or the Purchaser.

3.3 Either party may disclose such Confidential Information in seeking legal advice or in the discharge of its obligations to supply information for judicial purposes.

4 A WorldClimb Advert

4.1 A WorldClimb Advert shall be Purchased for an agreed period and fee.

4.2 A WorldClimb Advert may only be Purchased by the Owner of the Purchaser Website or by the Owner's Agent.

4.3 WorldClimb will provide technical support to the Purchaser of an Advert through reply to email enquiries addressed to technical@worldclimb.com. WorldClimb does not provide telephone assistance for technical enquiries. If technical assistance is provided over the telephone then this shall be undertaken at the sole discretion of WorldClimb.

4.4 The Purchaser of a WorldClimb Advert should ensure that information they submit on the WorldClimb Website is accurate and does not breach person's legal rights such as copyright or is libellous, obscene, menacing, threatening, offensive, abusive, fraudulent, criminal or infringes the rights of other people or is in any way illegal.

4.5 WorldClimb does not make any representation as to the security, quality or propriety of any website which may be accessed through the WorldClimb Website. Most linked websites accessed through the WorldClimb Website are independent websites over which WorldClimb does not exercise any control, whether financial, editorial or of any other kind and are not in any way endorsed by WorldClimb. WorldClimb does not make any representation whatsoever about products or service listings advertised on this website because WorldClimb relies on information provided to it by the Purchasers of Adverts. Accordingly, it is a matter for the Purchaser of an Advert to ensure the accuracy, quality and suitability of their products or services described therein and found directly or indirectly through the WorldClimb Website.

5 Payment fees and Terms

5.1 The Purchaser of an Advert shall be required to pay a fee calculated at the time of purchase. Fees are exclusive of VAT unless otherwise stated and shall be without any set-off or other deduction.

5.2 Payment of the fee for the purchase of WorldClimb Adverts is taken online at the time of purchase, using a Payment Service Provider (PSP) - SECPay Limited.

5.3 In the event of any outstanding fees owed to WorldClimb by the Purchaser, WorldClimb shall present the Purchaser or it's Agent with an invoice for fees due. The Purchaser or it's Agent shall pay the fees due within 14 days of the date of the invoice.

5.4 The time for payment of the Service shall be of the essence.

5.5 In the event that the Purchaser or it's Agent fails to make payment(s) on the due date then the Purchaser or it's Agent shall pay interest on any and all sums outstanding. Interest shall be payable both before and after any judgment at the rate of 8% above the base rate of the National Westminster Bank Plc from the due date until the outstanding amount(s) is paid in full.

6 Duration and Termination of the Agreement

6.1 This Agreement shall become binding upon WorldClimb's acceptance of the Purchaser's application. WorldClimb has 14 calendar days from the time of Advert purchase in which to refuse a Purchaser's application. All such application refusals shall be in writing and sent by certified post or electronic mail to the Purchaser.

6.2 In the event of WorldClimb refusing a Purchaser application (within the 14 calendar day period), for any reason other than breach of this Agreement then a full refund of the purchase fee will be paid to the Purchaser.

6.3 Any attempts to Purchase an Advert that Hypertext Links to a Purchaser Website by anyone other than by the Purchaser Website Owner or it's Agent, will result in no refund fee being paid (see clause 4.2).

6.4 The Purchaser may cancel the Agreement within 14 days from the time of purchase. A 10% administration fee (of the original Purchase price) will be charged in this situation. After this 14 day period, cancellation of this Agreement by the Purchaser requires 30 days written notification via certified post or electronic mail to WorldClimb. In the event of the Purchaser cancelling the Agreement, WorldClimb agrees to refund the Purchaser the percentage of the Purchase price according to the remaining term calculated from the end of the 30 days notice. A 20% (of the original Purchase price) administration fee will also be subtracted from the calculated refund fee.

6.5 Either party has the right to terminate this Agreement with immediate effect following a material breach of this Agreement by the other party, which is incapable of remedy, or where capable of remedy such breach is not remedied within 14 calendar days, which shall be notified in writing (by certified post or electronic mail) from the party not in default requiring such remedy; or the defaulting party becomes bankrupt or insolvent, compounds with its creditors, or takes or suffers any similar action in consequence of debt or goes into voluntary or compulsory liquidation.

6.6 Upon termination of this Agreement, both parties may request the prompt return, or destruction of any and all of the other party's intellectual or proprietary property, information and or materials in their possession. All such requests shall be in writing and sent to by certified post or electronic mail to the other party.

6.7 On termination of this Agreement the Purchaser shall pay all fees due to WorldClimb within 14 days following receipt of an invoice raised after the termination of this Agreement.

7 Communication and Modification

7.1 Both parties may reasonably publicise the relationship of WorldClimb, the Purchaser and WorldClimb Website Visitors for the purpose of attracting more Purchasers and WorldClimb Website Visitors, and increasing general activity. This shall include but not be limited to public relations and any and all advertisements. Nothing in this Agreement shall grant either party any rights over the Intellectual Property of the other. The Purchaser shall allow WorldClimb to use the Purchaser's Advert content in order to promote both the WorldClimb Website and the Purchaser's participation within the WorldClimb Website.

7.2 WorldClimb may modify any of the Terms and Conditions contained in this Agreement. These shall be communicated by either certified post or electronic mail and these shall be notified to the Purchaser 30 calendar days before the new Terms and Conditions become effective. The Purchaser may then give notice to terminate this Agreement, with termination being effective 30 calendar days after notification.

8 Availability of the Service

8.1 The WorldClimb Website is provided on an 'as is' basis, with no warranties being given from WorldClimb as to WorldClimb Website 'Up Time'. However, WorldClimb shall provide it's reasonable best efforts to ensure the WorldClimb Website is operated professionally with every reasonable effort being made to ensure the WorldClimb Website is available at all material times.

9 Intellectual Property

9.1 The Purchaser of a WorldClimb Advert retains the copyright to all text and images used within their Advert. All other images, designs, text, technology, software, databases and computer code on the WorldClimb Website remain the property and copyright of WorldClimb.

9.2 The Purchaser shall be responsible for ensuring that it has the legal and unimpeded right to use their Domain Name in all territories and that they adhere with the requirements of the domain registration authorities on an ongoing basis. WorldClimb accepts no responsibility whatsoever and all disputes shall be resolved by the Purchaser in the appropriate manner. WorldClimb accepts no liability for the unavailability of the specified domain.

9.3 The Purchaser shall grant a revocable, royalty free licence to WorldClimb for WorldClimb to use, reproduce and display on its WorldClimb Website the Purchaser's Metatags, URL(s), Creative Assets and marketing material in the promotion of the Purchaser's goods or services. The Purchaser warrants that it has the authority to grant such a licence.

10 Access to Data

10.1 Both parties shall be provided with reasonable access at all material times to view the records relating to this Agreement of the other party so as to audit the accuracy of the records reported to the other party. Reasonable notice shall be given to the other party, any audit undertaken shall be on the premises of the holder of the information and be carried out between the hours of 9.00am and 5.00pm Monday to Friday, and no copies shall be made whatsoever nor originals retained.

11 Data Protection

11.1 The parties warrant that they shall duly observe their obligations under the Data Protection Act 1998, which arise in connection with this Agreement. Without prejudice to the generality of the preceding sentence, the parties hereby warrant that they will obtain and at all material times maintain a registration or notification under the Data Protection Act 1998 for the performance of their obligations under this Agreement.

11.2 The Purchaser shall indemnify WorldClimb against any and all claims and proceedings, and all costs and expenses incurred in connection therewith, made or brought against WorldClimb by any person in respect of loss, damage or distress caused to that person by the disclosure, loss or destruction by the Purchaser, the Purchaser's servants or agents of any personal data.

11.3 Personal data shall have the same meaning as contained in section 1(1) of the Data Protection Act 1998.

12 Limitation of Liability

12.1 WorldClimb shall not be liable to the Purchaser or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of WorldClimb's obligations in relation to the WorldClimb Website, if the delay or failure was due to any cause beyond WorldClimb's reasonable control.

12.2 Except in respect of death or personal injury caused by WorldClimb's negligence, or as expressly provided in these Terms and Conditions, WorldClimb shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any and all compensatory, indirect, special, consequential, damages, costs, expenses, loss of profits, loss of sales, loss of business, investments, loss of goodwill, or commitments in connection with any business, damages in loss of data or inability to use data, or reasonable disbursements and legal costs or other claims (whether caused by the negligence of WorldClimb, its servants or agents or otherwise) whatsoever arising in connection with the WorldClimb Website, or their use by the Purchaser, even if the party has been advised of the possibility of such damages. Further both parties' liability arising with respect to this Agreement and the WorldClimb Website, shall not exceed 150% of the total fees paid by the Purchaser at the material time the act or omission giving rise to the liability, if any, occurred.

13 Force Majeure

13.1 If due to war, strikes, industrial action, import or export embargo, accidents, fire, flood, blockade, natural catastrophes or any other obstacles over which a party has no control (a "Force Majeure Event"), that party fails to perform any of its obligations under this Agreement, that party is not responsible for any loss or damage which may be incurred as a result of that failure. If the Force Majeure Event continues for longer than one calendar month, the party adversely affected has the option of terminating this Agreement immediately without further liability other than any liabilities that have accrued prior to termination.

14 Relationship of the Parties

14.1 The parties intend that an independent contractor relationship shall be created by this Agreement, and that nothing contained herein shall be construed to create a relationship of employer and employee or master and servant, joint venture, agency, partnership or franchise between the parties.

14.2 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.

15 Assignment

15.1 WorldClimb shall have the right to assign any and all of its obligations under this Agreement to any third party, related party or assignee by giving 30 days written notice, via certified post or electronic mail to the Purchaser.

15.2 The Purchaser shall not assign any and all of its obligations under this Agreement to any party whatsoever unless written authorisation is provided by WorldClimb 30 days before any such assignment.

16 Dispute Resolution

16.1 In the event of a dispute, either party may call a management meeting of the parties by service of written notice of not less than 10 working days and each party agrees to procure that an authorised representative of that party shall attend all such meetings called in accordance with this clause. These meetings need not necessarily take place in person, but may take place via conference telephone call.

16.2 Those attending the relevant meeting shall use all reasonable endeavours to resolve disputes arising out of this Agreement. If the meeting fails to resolve the dispute within 10 working days of its being referred to it, either party by notice in writing may refer the dispute to the Chief Executive of each party who shall cooperate in good faith to resolve the dispute as amicably as possible within 10 working days of the dispute being referred to them.

16.3 In the event the Chief Executives are unable to resolve the dispute within that 10 working day period, the parties may within that period on the written request of either party ("the ADR Request") agree in writing to enter into an alternative dispute resolution procedure with the assistance of a mediator agreed by the parties or, in default of such agreement within 10 working days of receipt of the ADR Request, appointed by the Centre for Dispute Resolution, Harbour Exchange Square, London (the "Alternative Dispute Resolution Procedure").

16.4 Recourse to this Alternative Dispute Resolution Procedure shall be binding on the parties as to submission to the mediation but not as to its outcome. Accordingly, all negotiations connected with the dispute shall be conducted in strict confidence and without prejudice to the rights of the parties in any future legal proceedings. Except for any party's right to seek interlocutory relief in the courts, no party may commence other legal proceedings under the jurisdiction of the courts or any other form of arbitration until 10 working days after the parties have failed to reach a binding settlement by mediation.

16.5 If, with the assistance of the mediator, the parties reach a settlement, such settlement shall be reduced to writing and, once signed by a duly authorised representative of each of the parties, shall remain binding on the parties. The parties shall bear their own legal costs of this Alternative Dispute Resolution Procedure, but the costs and expenses of mediation shall be borne by the parties equally.

16.6 While the Alternative Dispute Resolution Procedure is in progress and any party has an obligation to make a payment to another party or to allow a credit in respect of such payment, the sum relating to the matter in dispute shall be paid into an interest bearing deposit account to be held in the names of the relevant parties at a clearing bank and such payment shall be a good discharge of the parties' payment obligations under this Agreement. Following resolution of the dispute, whether by mediation or legal proceedings, the sum held in such account shall be payable as determined in accordance with the mediation or legal proceedings, and the interest accrued shall be allocated between the parties pro rata according to the split of the principal sum as between the parties.

17 Severability of Clauses

17.1 Each of these Terms and Conditions are to be construed separately and independently of the other, and if any provision or clause is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.

18 Conditions and Warranties

18.1 Nothing in these Terms and Conditions shall prejudice any conditions or warranties (expressed or implied) or rights or remedies to which the Purchaser or WorldClimb is entitled to in relation to the obligations of the Purchaser or WorldClimb under this Agreement.

18.2 WorldClimb warrants to the Purchaser that the WorldClimb Website shall be provided using reasonable care and skill and, as far as reasonably possible. Where WorldClimb supplies in connection with the provision of the WorldClimb Website any goods, data, technology or information supplied by a third party, WorldClimb does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Purchaser the benefit of any warranty, guarantee or indemnity given by the person supplying the goods, data, technology or information to the Purchaser.

19 Entire Agreement

19.1 This Agreement constitutes the entire Agreement and understanding between the parties and supersedes all prior Agreements, understandings or arrangements (whether oral or in writing) in respect of the subject matter of this Agreement. All other Terms and Conditions, whether express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

19.2 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same, or any other, provision.

19.3 Both WorldClimb and the Purchaser may correct any typographical or other errors or omissions in any documents relating to the provisions of the WorldClimb Website without any liability to the other party.

20 Applicable Law

20.1 This Agreement is made under the laws of England, and the parties agree to submit to the exclusive jurisdiction of the English Courts.

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