1.1. Company details. What's On 4 Ltd (company number 05701576) (“we” and “us”) is a company registered in England and Wales and its registered office is at International House, 64 Nile Street, London N1 7SR. We operate the website https://whatson4kids.co.uk/.
1.2. Contacting us. To contact us, telephone our customer service team at 0121 288 0009 or e-mail info@whatson4kids.co.uk. How to give us formal notice of any matter under the Advertising Contract is set out in clause 17.2.
2.1. Our contract. These terms and conditions (“Terms”) apply to the order by you and supply of Advertising Services by us to you (“Advertising Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. There is no prohibition on you entering into more than one Advertising Contract if you offer more than one activity, product or service.
2.2. Entire agreement. The Advertising Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Advertising Contract.
2.3. Language. These Terms and the Advertising Contract are made only in the English language.
2.4. Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
3.1. Placing your order. You can place an order for:
3.1.1. our standard Advertising Services online by creating an account on the advertiser section of our website (https://whatson4kids.co.uk/advertiser/signup) and following the onscreen prompts to place your order;
3.1.2. our bespoke services by emailing us setting out your requirements using the email address info@whatson4kids.co.uk or the email address of any of our members of staff
3.2. Each order is an offer by you to buy the advertising services (the “Advertising Services”) specified in the order which will involve us, among other things:
3.2.1. placing an advert (the “Listing”) with various different levels of functionality on our website in relation to an activity you offer to children (“Activity”);
3.2.2. issuing a newsletter or an article to our subscribers;
3.2.3. promotion on our social media accounts;
3.2.4. providing you with a dedicated webpage on our website; and/or
3.2.5. allowing you to be a sponsor of our events or marketing campaigns.
3.3. Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.4. Accepting your order. Our acceptance of:
3.4.1. an order placed online takes place when you pay the requisite fee (if payable);
3.4.2. an order placed online, where no fee is payable, takes place when your Listing goes live on our website;
3.4.3. an order placed by email, takes place when you receive our invoice.
When your order is accepted, the Advertising Contract between you and us will come into existence. The Advertising Contract will relate only to those Advertising Services confirmed in the order / acceptance.
3.5. If we cannot accept your order. If we are unable to supply you with the Advertising Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Advertising Services, we will refund you the full amount.
4.1. If you place your order online for our standard Advertising Services, our Advertising Services will be provided in monthly or annual subscriptions, the first day of such month being the day we accept your order.
4.2. If you place your order via email, our Advertising Services will either be provided:
4.2.1. in monthly subscriptions, the first day of such month being the day we accept your order; or
4.2.1 in annual subscriptions, the first day of such month being the day we accept your order; or
4.2.3. on a fixed fee basis, the terms of which will be made clear to you before the Advertising Contract is finalised.
4.3. If you wish to amend or terminate:
4.3.1. our monthly or annual subscription Advertising Services, you must sign into and click on the relevant part(s) of our website. We will email you to confirm we have received your request. These changes will take place immediately. You will receive credit towards future months subscriptions if you switch to a less costly subscription;
4.3.2. our bespoke Advertising Services, please contact us via email or telephone and we can discuss your options (if any).
5.1. Compliance with specification. We will supply the Advertising Services to you in accordance with the specification for the Advertising Services appearing on our website at the date of your order or as otherwise agreed between you and us in all material respects.
5.2. Reasonable care and skill. We warrant to you that the Advertising Services will be provided using reasonable care and skill. It is our aim that our website is available at all times. However, we cannot guarantee 100% availability.
5.3. Design and layout of your Listing. We reserve the right to determine the design and layout of each Listing on our website and (at our discretion) make alterations to each submitted Listing should we consider it necessary. We will not be held liable for any loss arising out of such alterations.
5.4. Links to your website. We will (at our discretion) include one link per Listing to a website. This link will be placed with the owner’s contact details. The website must relate only to the Activity in the Listing. We reserve the right to refuse such links or remove them entirely in our discretion and without notice.
5.5. Prohibition on exchanging Activities on a Listing. Each Listing relates to a particular Activity in a particular location(s). You are not allowed to substitute a different Activity or location by changing text on a Listing.
5.6. Activity locations. You may not list more locations in your Listing than your subscription allows or we have otherwise agreed to allow you to list. You may not list an Activity as being available in a location that you do not offer that Activity.
5.7. Time for performance. We will use all reasonable endeavours to meet any performance dates in the Advertising Contract, but any such dates are estimates only and failure to perform the Advertising Services by such dates will not give you the right to terminate the Advertising Contract.
6.1. It is your responsibility to ensure that:
6.1.1. the terms of your order are complete and accurate;
6.1.2. you cooperate with us in all matters relating to the Advertising Services;
6.1.3. you provide us with such information and materials we may reasonably require in order to supply the Advertising Services, and ensure that such information is complete and accurate in all material respects;
6.1.4. the details of the Activity, product or service you provide are accurate and that you keep them up-to-date, including for the avoidance of doubt the price of the Activity, product or service, the times and days the Activity is available and the location(s) of the Activity;
6.1.5. you provide unique wording for your Listing and do not duplicate the information in your Listing from other websites or adverts;
6.1.6. there are no spelling or grammar mistakes in your Listing;
6.1.7. you do not use capital letters in your Listing;
6.1.8. your Listing complies with applicable law;
6.1.9. you obtain and maintain all necessary licences, permissions and consents which may be required for the Advertising Services before the date on which the Advertising Services are to start;
6.1.10. you comply with all applicable laws;
6.1.11. you have the right to display any images and wording in your Listing on our website;
6.1.12. any images you use on your Listing are clear – images which are fuzzy and or of bad quality, too large or too small will be rejected;
6.1.13. all queries raised by your potential customers are dealt with quickly and efficiently.
6.2. If our ability to perform the Advertising Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (“Your Default”):
6.2.1. we will be entitled to suspend performance of the Advertising Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Advertising Services, in each case to the extent Your Default prevents or delays performance of the Advertising Services. In certain circumstances Your Default may entitle us to terminate the Advertising Contract under clause 15 (Termination);
6.2.2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Advertising Services; and
6.2.3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6.3. You should not enter any HTML code onto the submission form. The Listing is designed to load quickly and be viewable in different browsers; entering this code could affect the loading of the Listing.
7.1. In consideration of us providing the Advertising Services you must pay our charges (“Charges”) in accordance with this clause 7. Our standard Advertising Services are billed monthly or annually in advance. Our bespoke Advertising Services are billed as agreed with us.
7.2. The Charges:
7.2.1. for our standard Advertising Services are the prices quoted on our site at the time you submit your order;
7.2.2. for our bespoke Advertising Services are as agreed with us.
7.3. If you wish to change the scope of the Advertising Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
7.4. We use our best efforts to ensure that the prices stated for the Advertising Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.7 for what happens if we discover an error in the price of the Advertising Services you ordered.
7.5. We reserve the right to increase the Charges by providing you with one month prior written notice. If you object to the increase you may terminate this contract before the increase in price is effective.
7.6. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Advertising Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.7. It is always possible that, despite our best efforts, some of the Advertising Services on our site may be incorrectly priced. Where the correct price for the Advertising Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Advertising Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to avail of the Advertising Services at the correct price or cancelling your order. We have the option to suspend the Advertising Services until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Advertising Services and refund you any sums you have paid.
8.1. Timing for payment for the Advertising Services. We will take your payment for our standard Advertising Services upon acceptance of your order and, where relevant, thereafter monthly or annually in advance (starting one month after the date we accept your order). We will take your payment for our bespoke Advertising Services as agreed between the you and us.
8.2. Method of payment for the Advertising Services. If you are paying monthly or annually for the Advertising Services, your debit card or credit card will be charged automatically each month. We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied. If we provide you with any bespoke Advertising Services which are not provided monthly or annually, we shall send you an invoice which is payable in accordance with our instructions.
8.3. If you fail to make a payment under the Advertising Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.4. You shall each pay all amounts due under the Advertising Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If a problem arises or you are dissatisfied with the Advertising Services, please let us know using the contact details set out in clause 1.2 and we will attempt to resolve it.
10.1. You hereby grant us a non-exclusive royalty-free licence to use the images you provide us with throughout the world for the term of the Advertising Contract, so that we can provide you with the Advertising Services (the “Licensed Rights”).
10.2. It is your responsibility to ensure that you have the right to grant us the licence set out in clause 10.1 and to reproduce any image on our website.
10.3. We undertake not to exploit the Licensed Rights, or to grant others the right to do so, except as envisaged in these Terms and in any Advertising Contract.
11.1. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
11.1.1. our exercise of the rights granted to us in clause 10.1 and any failure by you to meet you responsibilities set out in clause 10.2; and
11.1.2. the details set out in your Listing not being accurate or up-to-date or not complying with applicable law.
11.2. If any third party makes a claim, or notifies an intention to make a claim, against us which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), we shall:
11.2.1. as soon as reasonably practicable, give written notice of the Claim to you specifying the nature of the Claim in reasonable detail;
11.2.2. not make any admission of liability, agreement or compromise in relation to the Claim without your prior written consent (such consent not to be unreasonably conditioned, withheld or delayed), provided that we may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to you, but without obtaining your consent) if we reasonably believe that failure to settle the Claim would be prejudicial to us in any material respect;
11.2.3. subject to you providing security to us to our reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as you may reasonably request to avoid, dispute, compromise or defend the Claim.
11.3. If a payment due from you under this clause is subject to tax (whether by way of direct assessment or withholding at its source), we shall be entitled to receive from you such amounts as shall ensure that the net receipt, after tax, to us in respect of the payment is the same as it would have been were the payment not subject to tax.
12.1. We will use any personal information you provide to us to:
12.1.1. provide the Advertising Services;
12.1.2. process your payment for the Advertising Services; and
12.1.3. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
12.2. We will process your personal information in accordance with our privacy policy (https://whatson4kids.co.uk/privacy), the terms of which are incorporated into this Advertising Contract.
13.1. Nothing in the Advertising Contract limits any liability which cannot legally be limited, including liability for:
13.1.1. death or personal injury caused by negligence; and
13.1.2. fraud or fraudulent misrepresentation.
13.2. Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Advertising Contract for:
13.2.1. loss of profits;
13.2.2. loss of sales or business;
13.2.3. loss of agreements or contracts;
13.2.4. loss of anticipated savings;
13.2.5. loss of use or corruption of software, data or information;
13.2.6. loss of or damage to goodwill; and
13.2.7. any indirect or consequential loss.
13.3. Subject to clause 13.1, our total liability to you arising under or in connection with the Advertising Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Advertising Contract in the six months prior to the breach occuring.
13.4. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.5. Nothing in these Terms limits or affects the exclusions and limitations set out in our website terms of use (https://whatson4kids.co.uk/terms).
13.6. This clause 13 will survive termination of the Advertising Contract.
14.1. We each undertake that we will not at any time during the Advertising Contract, and for a period of five years after termination of the Advertising Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2. We each may disclose the other’s confidential information:
14.2.1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Advertising Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
14.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Advertising Contract.
15.1. Termination. Without limiting any of our other rights, we may terminate the Advertising Contract and/or suspend your Listing with immediate effect by giving written notice to you:
15.1.1. entirely at our discretion (acting reasonably), including:
(a) if we receive a complaint about a Listing and the complaint, in our opinion, is valid, for example relating to the accuracy of details in the Listing or the theft of any intellectual property rights;
(b) if your Listing does not comply with applicable law;
15.1.2. you commit a material breach of any term of the Advertising Contract and (if such a breach is remediable) fail to remedy that breach within ten days of you being notified in writing to do so;
15.1.3. you fail to pay any amount due under the Advertising Contract on the due date for payment;
15.1.4. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
15.1.5. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
15.1.6. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Advertising Contract has been placed in jeopardy.
15.2. If:
15.2.1. you terminate the Advertising Contract; or
15.2.2. we terminate the Advertising Contract due to your default,
you will not be provided with a refund for any days of the Advertising Service which you have paid for but not received.
15.3. If we terminate the Advertising Contract but this is not due to your default, then we shall provide a pro rata refund for the days of the Advertising Service which you have paid for but not received.
15.4. We reserve the right to suspend (instead of terminating) the Listing if we consider that any problems with the Listing can be fixed. If we require you to fix the problems with a Listing, we shall give you a reasonable period of time to do so, to be determined by us, after which if it is not fixed we may terminate the Advertising Contract. Please note that the monthly or annual subscription will not be extended due to any period of suspension.
15.5. Termination of the Advertising Contract will not affect your or our rights and remedies that have accrued as at termination.
15.6. Survival. Any provision of the Advertising Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Advertising Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
16.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Advertising Contract:
16.2.1. we will contact you as soon as reasonably possible to notify you; and
16.2.2. our obligations under the Advertising Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Advertising Services with you after the Event Outside Our Control is over.
16.3. You may cancel the Advertising Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Advertising Services up to the date of the occurrence of the Event Outside Our Control.
17.1. When we refer to “in writing” in these Terms, this includes email.
17.2. Any notice or other communication given by one of us to the other under or in connection with the Advertising Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email. You can use our details set out in these Terms to send a notice to us. We shall use the details you provided to us when signing up to the advertiser’s part or our website or otherwise communicating with us (as such details can be amended by you from time to time by providing us with notice) to send a notice to you.
17.3. A notice or other communication is deemed to have been received:
17.3.1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.3.2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
17.3.3. if sent by email, at 9.00 am the next working day after transmission.
17.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18.1. Assignment and transfer
18.1.1. We may assign or transfer our rights and obligations under the Advertising Contract to another entity but will always notify you in writing if this happens.
18.1.2. You may only assign or transfer your rights or your obligations under the Advertising Contract to another person if we agree in writing.
18.2. Variation. We may amend the contract by providing you with two months’ notice in writing. Any variation of the Advertising Contract by you only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3. Waiver. If we do not insist that you perform any of your obligations under the Advertising Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5. Third party rights. The Advertising Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6. Governing law and jurisdiction. The Advertising Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Advertising Contract to the exclusive jurisdiction of the English courts.
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