The Finance Book

Terms and Conditions

Terms and Conditions of Supply of Services

1. Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).

Artwork:

artwork and/or photographic material submitted by the Buyer to the Publisher for publication on the Website and/or in the Publication (as applicable).

Authorised Representative:

is a person, firm or company authorised by the Lender to enter into a contract with the Publisher on behalf of the Lender.

Buyer:

means either of the Lender, Authorised Representative or an Intermediary placing the Order with the Publisher for purchasing Services.

Contract:

the contract formed between the parties in accordance with condition 4.1 for the provision of Services.

Contract Price:

means the price for the Services mentioned in the Rate Card on the date of the Order payable by the Buyer to the Publisher under the Contract.

Copy:

the text provided by the Buyer to the Publisher for the Entry.

Entry:

means an advertisement and/or editorial entry (including but not limited to the Finance Post) placed on the Website and/or in the Publication (as applicable) by the Publisher on behalf of the Buyer.

Finance Post:

a service which enables the Intermediary to post its details on the Website for the Lender.

Intellectual Property Rights:

all trade marks, copyright and related rights, patents, rights to inventions, utility models, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Intermediary:

means a broker or an agent acting between its borrower clients and the Buyer.

Intermediary Forum:

a common interactive space on the Website accessed by the Buyer and the Registered User.

Lender:

is a person who makes funds available directly or indirectly through the Website and/or Publication.

Material:

means all content including without limitation any Artwork and/or Copy in any format provided directly or indirectly by the Buyer to the Publisher to comprise the Buyer’s Entry.

Order:

order for Services submitted by the Buyer to the Publisher.

Order Acknowledgment:

a written or printed acknowledgment of the Buyer’s Order sent by the Publisher to the Buyer.

Publication:

means the Finance Book 2009.

Publisher:

UK Finance Group Ltd, whose registered office address is Tremail House, Weydown Lane, Guildford, Surrey GU2 9UT.

Registered User:

is someone who is registered with the Publisher to access (but not to upload any content) the Website free of charge.

Rate Card:

means the rate card (on the Website) from time to time in force which is used by the Publisher to include (amongst other things) the Publisher’s charges for Entry, Subscription Packages and also the technical specifications relating to the standard and quality of Entry including but not limited to its setting, style, delivery format, file configuration, size and wording.

Services:

means the services provided by the Publisher to the Buyer under these Conditions as set out in the Order Acknowledgment.

Subscription Packages:

means the standard, premium and elite price packages (as detailed in the Rate Card) for purchasing Entry space in the Publication and/or the Website, and Subscription Package shall be construed accordingly.

Website:

means the website to be found at www.thefinancebook.co.uk which is owned and operated by and on behalf of the Publisher.
1.2 Headings in these Conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to one gender shall include a reference to the other gender.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes faxes and e-mail.
1.7 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.8 References to conditions are to the conditions of the Contract.

2. Application of Conditions

2.1 Subject to any variation agreed by the parties in writing, the Contract shall be governed by these Conditions to the exclusion of all other terms and conditions.
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of Order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Buyer’s written Order.

3. Order and cancellation

3.1 The details and prices on the Rate Card for the Services shall be deemed to be an invitation to the Buyer to place an Order, and by no means constitute a legal offer.
3.2 When the Buyer wishes to do so, it shall place an Order with the Publisher in writing.
3.3 No Order placed by the Buyer shall be deemed to be accepted by the Publisher until the Publisher issues an Order Acknowledgment to the Buyer.
3.4 Amendment to an Order will only be accepted by the Publisher within 7 days after receiving the Buyer’s Order. Any amendments to the Order, received by the Publisher after issuing the Order Acknowledgment, will not be binding on the Publisher.
3.5 Subject to condition 3.6, in circumstances where the Buyer has not placed the Order at a face-to-face meeting, the Buyer shall have the right to cancel that Order within seven working days of receiving the Order Acknowledgement. The Buyer may cancel the Order by delivering a note to the Publisher’s office to such effect.
3.6 The Buyer may not cancel the Order or request for refund of the Contract Price once the Publisher has, with the Buyer’s permission, started working towards providing the Services as per the Buyer’s Order.
3.7 If the Buyer cancels a part of its Order, the Buyer shall no longer be entitled to receive discounts to which the Buyer was previously entitled under the Contract.
3.8 The Publisher may refuse to accept an Order if:
(a) the Buyer (in case of an Authorised Representative) does not disclose the details of the Lender; and
(b) the Buyer does not disclose the products and/or services which are the subject of the Entry.

4. Commencement and duration

4.1 A contract shall be deemed to be formed between the Publisher and the Buyer as soon as the Publisher issues the Order Acknowledgement to the Buyer.
4.2 Subject to the Publisher receiving payment of the Contract Price from the Buyer in full the Services supplied under the Contract shall be provided by the Publisher to the Buyer from the date specified in the Order Acknowledgement.

5. Services

In consideration of payment by the Buyer to the Publisher of the Contract Price the Publisher shall provide the Services, in accordance with and as set out in the Order Acknowledgement.

6. Publisher’s obligations and reservations

6.1 The Publisher shall use reasonable endeavours to provide the Services to the Buyer in accordance with all material aspects of the Order Acknowledgement.
6.2 The Publisher will use its reasonable endeavours to:

(a) generate traffic on the Intermediary Forum; and

(b) maintain technical access for Registered User on to the Website.  However, the Publisher gives no warranty that access to the Website will be uninterrupted.

6.3 The Publisher reserves the right to reject the infected Material submitted to the Publisher by the Buyer and the Buyer shall be liable to pay to the Publisher, on demand, all reasonable costs, charges or losses sustained or incurred by the Publisher (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer’s breach of its obligations under condition 7.6(e);

7. Buyer’s obligations

7.1 The Buyer shall provide the Material required by the Publisher for Entry, within 30 days from the date of the Order Acknowledgement or a week before the publication of the Entry, whichever is earlier.
7.2 In the event that the Buyer does not provide the Material to the Publisher in accordance with condition 7.1 above, the Publisher does not guarantee the publication of the Buyer’s Entry at the time specified in the Order Acknowledgement.
7.3 The Buyer shall ensure that the Material is of good editorial quality. The Publisher may return the Material to the Buyer which, in the reasonable opinion of the Publisher, is not of good editorial quality or has spelling or other mistakes for amendment or additional editorial input. In the event that the Buyer does not amend its Material to a standard acceptable to the Publisher, the Publisher may refuse to publish that and the Contract shall be deemed to be terminated in accordance with condition 12.
7.4 The Material will be held and used by the Publisher at the Buyer’s risk and should be insured by the Buyer against loss or damage from whatever cause. The Publisher reserves the right to destroy the Material, which have been unused in its custody for twelve months from the date of their last display.
7.5 The Buyer understands and agrees to its responsibility to ensure that the Material provided to the Publisher is complete, correct and in the right format.
7.6 The Buyer warrants to the Publisher:
(a) that the Material is not objectionable, including, without limitation, not defamatory, libellous, obscene, threatening, untrue or in breach of the Consumer Protection from Unfair Trading Regulations and advertising industry’s codes of conduct, and complies with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority as may from time to time be in force;
(b) that the Material complies with the regulations made and amended by the Financial Services Authority from time to time;
(c) that in respect of any Material which contains the name and/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 Buyer has obtained the permission of such living person to make use of such name, representation and/or copy;
(d) that it has retained in sufficient quality and quantity the Material sent to the Publisher;
(e) that the Material has been checked for and is free from computer viruses, spyware, or other such malicious computer code which may disrupt the Website;
(f) that the Material complies with the standards and specifications mentioned in the Rate Card;
(g) that it (in case of the Authorised Representative) has taken all required permissions from the Lender for acting as the Buyer;
(h) that where its Entry consists of pre-payment for an order, agrees to comply with the Safe Home Order Protection Scheme.

 

7.7 The Buyer shall be liable to pay to the Publisher, on demand, all reasonable costs, charges or losses sustained or incurred by the Publisher (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Publisher confirming such costs, charges and losses to the Buyer in writing.
7.8 The Buyer shall be liable to bear the costs of any order placed by the Publisher with a third party on behalf of the Buyer as a result of the Services.
7.9 The Buyer shall notify the Publisher in writing of any error in a published Entry with in a week of its publication or a week before the publication of similar Material in a subsequent Entry, whichever is earlier.

8. Payment and charges

8.1 The Contract Price shall be due on issue of the Order Acknowledgement by the Publisher and it shall be paid in advance of publishing the Entry. The Contract Price shall be paid to the Publisher without deduction or set-off.
8.2 Where the Publisher grants credit to the Buyer, the credit is subject to the satisfactory credit checks conducted by the Publisher and at the Publisher’s discretion. The credit terms shall only be available to the limit agreed in writing by the Publisher and may be reduced or removed at any time with prior notice.
8.3 The parties agree that the Publisher may review and increase the charges for the Services, provided that it shall not be increased more than once in any 12 month period. The Publisher will give the Buyer written notice of any such increase at least 1 month before the proposed date of the increase. If such increase is not acceptable to the Buyer, it may, within a month of such notice being received or deemed to have been received in accordance with condition 21, terminate the Contract by giving 1 month’s written notice to the Buyer.
8.4 All sums payable to the Publisher under the Contract shall become due immediately on its termination, despite any other provision. This condition 8.4 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
8.5 If the Buyer fails to pay the Publisher any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Publisher on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of National Westminster Bank, accruing on a daily basis until payment is made, whether before or after any judgment.
8.6 The Publisher may, without prejudice to any other rights it may have, set off any liability of the Buyer to the Publisher against any liability of the Publisher to the Buyer.

9. Intellectual property rights

9.1 The Buyer warrants to the Publisher that the Intellectual Property Rights in the Material are:
(a) owned by the Buyer;
(b) have not infringed, do not infringe and are not likely to infringe the Intellectual Property Rights of any third party;
(c) have not constituted, do not constitute and are not likely to constitute any breach of confidence, passing off or actionable act of unfair competition; and
(d) have not given and do not give rise to any obligation to pay any royalty, fee, compensation or any other sum whatsoever.
9.2 The Buyer agrees to indemnify the Publisher in full and keep the Publisher fully indemnified against any loss, damages, costs, expenses, or other claims arising from a breach of condition 9.1.
9.3 The Buyer hereby grants the Publisher a royalty-free licence under the Contract, to use, reproduce, publish, store, distribute and display the Material to the fullest extent required for the Entry.
9.4 Subject to the pre-existing rights of the Buyer and/or any third-party licensors (if any) in respect of the Material (which remain unaffected) the Publisher shall be entitled to all property, copyright and other Intellectual Property Rights in the Entry and the Buyer with full title guarantee, hereby assigns the same to the Publisher.
9.5 At the request and expense of the Publisher, the Buyer shall do all such things and sign all documents or instruments reasonably necessary to enable the Publisher to obtain, defend and enforce its rights in the Entry.

10. Limitation of liability

10.1 This condition 10 sets out the entire financial liability of the Publisher (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Buyer in respect of:
(a) any breach of the Contract;
(b) any use made by the Buyer of the Services, or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions limits or excludes the liability of the Publisher:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by the Publisher; or
10.4 Subject to condition 10.2 and condition 10.3
(a) the Publisher shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of contract; or
(v) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Publisher’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the Contract Price.
10.5 If the Publisher’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees, the Publisher shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.

11. Data Protection

11.1 In the event that the Buyer supplies any personal information (as defined under the Data Protection Act 1998) to the Publisher the Publisher may use such personal information for marketing, host mailing and list rental purposes and may disclose it to its service providers and agents for these purposes. The Publisher may keep the Buyer’s personal information for a reasonable period to contact the Buyer about similar services in the future.
11.2 The Publisher may also share the Buyer’s information (including without limitation, the Buyer’s personal information) with organisations who are the Publisher’s business partners and the Buyer may be contacted by the Publisher’s business partners about any goods, services or promotions which may be of interest to the Buyer.
11.3 If the Buyer does not want the Publisher to use its personal data as set out in conditions 11.1 and 11.2, the Buyer may inform the Publisher in writing of the same.

12. Termination

12.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 1 month’s written notice or immediately if:
(a) the other party commits a breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party.
12.2 On termination of the Contract for any reason:
(a) the Buyer shall immediately pay to the Publisher all of the Publisher’s outstanding payments in respect of the Services supplied; and
(b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
(a) condition 9;
(b) condition 10;
(c) condition 12; and
(d) condition 22.

13 Force majeure

13.1 The Publisher shall have no liability to the Buyer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation):
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war, threat of war, sabotage, insurrection, civil disturbance, requisition or act of terrorism;
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lockouts or other industrial disputes (whether involving the workforce of the Publisher or any other party), failure of a utility service or transport network;
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
(g) power failure or breakdown in machinery (Force Majeure Event).
13.2 The Publisher, if subject to a Force Majeure Event, shall not be in breach of the Contract provided that:
(a) it promptly notifies the Buyer in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
(b) it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
(c) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under the Contract in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
13.3 If the Force Majeure Event prevails for a continuous period of more than six months, any party may terminate the Contract by giving at least 14 days´ written notice to the other party. On the expiry of this notice period the Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring prior to such termination.

14. Variation

14.1 The Publisher may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the Contract Price.
14.2 Subject to condition 14.1, no variation of the Contract or these Conditions, or of any of the documents referred to in them, shall be valid unless it is in writing and signed by or on behalf of the parties.

15. Waiver

15.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
15.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

16. Severance

16.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
16.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.

17. Entire agreement

17.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
17.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
17.3 Nothing in this condition shall limit or exclude any liability for fraud.

18. Assignment

The Buyer shall not, without the prior written consent of the Publisher, assign, transfer, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.

19. No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

20. Rights of third parties

20.1 A person who is not a party to the Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
20.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Conditions are not subject to the consent of any person that is not a party to the Contract.

21. Notices

21.1 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier or by e-mail to the other party’s address/e-mail as specified by each party from time to time in writing.
21.2 Any notice shall be deemed to have been duly received:
(a)  if delivered personally, when left at the address and for the contact referred to in this condition; or
(b)  if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting; or
(c)  if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or
(d)  if sent by e-mail, 24 hours after being sent.

22. Governing law and jurisdiction

22.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales
22.2 The parties irrevocably agree that the courts of >England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.