Terms & Conditions of Business

1. DEFINITIONS AND INTERPRETATION
In these Terms:

1.2 Headings are included in these Terms and Conditions for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.

2. NO AGENCY OR PARTNERSHIP
BID is a service provider which supplies internet business resources and a free internet business directory service on its own account and not as agent or otherwise on behalf of any other party. Nothing in the Contract shall be deemed to constitute either party the agent or partner of the other party. No party shall have any authority to make any commitments on the other party’s behalf.

3. THESE TERMS TO APPLY
The terms contained in the Contract shall apply exclusively to the provision of the Services to the exclusion of any and all other terms and conditions of the Client, whether included in any purchase order, acceptance letter or otherwise.

4. OBLIGATIONS OF BID
4.1 The Services shall be provided by BID with reasonable skill and care and BID will use its reasonable endeavors to ensure that the Website is available to the public throughout the Term.
4.2 Any period or periods of non-availability of the Services not amounting in total to more than one calendar month during the Term shall not entitle the Client to terminate the Initial Contract or the Contract or to any refund.
4.3 BID shall have the right to provide the Services through any Website accessed by any domain name or names from time to time maintained by BID or its associated companies or contractors (if any) at its own option and discretion including during any period or periods of non-availability as set out in Condition 4.2.
4.4 If the Client is receiving the Online Business Builder service then it shall be entitled to receive:
4.4.1 the number of click throughs to the Client’s BID webpage as stated in the Service Agreement free of charge during the Term (as counted by BID). If during the Term it has not received that number of click throughs then the Term will be extended until the time that it has received that number of click throughs free of charge (unless the Contract is terminated earlier in accordance with its terms); and
4.4.2 free recruitment advertising on the Fish4Jobs website (subject to Fish4Jobs terms and conditions) as more particularly detailed in the Service Agreement. This advertising must be taken during the Term of the Contract with BID.

5. CHARGES
5.1 All Charges payable under the Contract are due on the Contract Date and shall become payable within 21 days of the Contract Date or 14 days of the Invoice date whichever is the sooner. BID shall be under no obligation to provide any Services until after such payment has been received by BID. Notwithstanding that the Charges are due and payable within the timeframes set out in this clause 5.1, BID may (at its discretion) allow the Client to pay for part or all of the Charges in installments and details of when the installments are due and payable will be included in the Welcome Pack. If the Client fails to pay an installment (including, without limitation, if the Client is paying by direct debit and that direct debit fails) then the balance of the Charges owed will become immediately due and payable.
5.2 All Charges payable under the Contract are exclusive of Value Added Tax, which shall be paid by the Client in addition, where applicable.
5.3 Any services requested by the Client and performed by BID in addition to the Services (the “Additional Services”) will be charged for by BID in accordance with the normal scale of hourly charges of BID current at the time such Additional Services are invoiced (as notified to the Client by BID at the time of the ordering of the Additional Services).
5.4 All charges unpaid within 28 days of the date of the Invoice shall bear interest on a daily basis at a rate two per cent above the unsecured overdraft rate from time to time of HSBC Bank.
5.5 The Client will be liable for the costs of debt collection in the event a debt collection company appointed by BID is required to recover monies owing by the Client to BID save that such sums will be identified to the Client in advance prior to such costs being incurred.

6. COMMENCEMENT
6.1 The Contract will commence on the Contract Date and last for the Term.
6.2 The Client is entitled to cancel the Contract within seven days of the Contract Date by notifying BID in writing.
6.3 BID will use its reasonable endeavors to list the Client on the Website in accordance with the Services within seven working days of the Contract Date.

7. CLIENT’S DEFAULT, TERMINATION, AND CANCELLATIONS
7.1 The Initial Contract or the Contract may be terminated by BID by notice in writing to the Client if the Client shall;
7.1.1 fail to pay any sum due to BID within 14 days of its due date;
7.1.2 have a receiver or administrative receiver appointed;
7.1.3 pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction);
7.1.4 come subject to an administration order, enter into any voluntary arrangement with its creditors; or
7.1.5 cease or threaten to cease to carry on business.
7.2 Either party may terminate the Contract immediately on written notice to the other if the other is in material breach of the Contract and that breach is incapable of remedy, or if the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days of receipt of a notice from the other requiring it to remedy the breach.
7.3 Any termination of the Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

8. RESPONSIBILITIES OF THE CLIENT
8.1 The Client shall supply to BID, in the form required by BID, all information required by BID to enable BID to perform the Services effectively.
8.2 The Client warrants that all information supplied to BID in accordance with 8.1 is true, accurate and complies with any and all advertising code(s) currently in force at the date such information is provided. BID is not responsible for ensuring the Client’s compliance with any or all advertising code(s).
8.3 The Client warrants that the performance of the Services using the Client’s information and/or the processing of the information supplied by Client to BID will not infringe any intellectual property rights of any third party and the Client shall indemnify BID from and against all liabilities, losses, costs, claims and demands whatsoever suffered or incurred by BID pursuant to an infringement of third party intellectual property rights in accordance with this clause 8.3
8.4 The Client warrants that the contents of any web site which is referred to in BID’s listing in accordance with the Client’s instructions are legally listed and free from illegal, criminal, defamatory or tortious materials and the Client shall indemnify BID from and against all liabilities, losses, costs, claims and demands whatsoever suffered or incurred by BID arising out of the inclusion of such website in BID’s listing.
8.5 The Client warrants that BID’s processing of any or all of the Client’s data shall be in accordance with the Data Protection Act 1998 and the Client shall indemnify BID from and against all liabilities, losses, costs, claims and demands whatsoever suffered or incurred by BID pursuant to BID’s processing of any or all of the Client’s data not being in accordance with the Data Protection Act 1998.

9. LIABILITY
9.1 Save that BID does not exclude or limit its liability to the Client for death or personal injury, for fraud or fraudulent misrepresentation or for any other liability to the extent it may not be excluded or limited by law:
9.1.1 BID shall be under no liability whatsoever to the Client except where caused by the negligence or willful default of BID its servants or agents;
9.1.2 all terms, warranties or other terms or conditions, whether express or implied, statutory or otherwise, are hereby expressly excluded;
9.1.3 BID shall not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential or economic loss whatsoever, or for any loss of business, data, use of equipment or other facilities, loss of profits, future contracts or anticipated savings; and
9.1.4 BID's total liability in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the Services or any other products supplied by BID shall be limited to the Charges paid by the Client.
9.2 Each of clauses 9.1.1 to 9.1.4 (inclusive) shall be construed as a separate exclusion or limitation applying and surviving even if for any reason one or other of those clauses is held inapplicable or unreasonable in any circumstances and shall remain in full force notwithstanding termination of the Contract.

10. GENERAL
10.1 Save that nothing in this Contract affects the liability of either party for fraud or fraudulent misrepresentation, the Contract contains the whole and only agreement between the parties relating to the provision of the services under the Contract, and supersedes and extinguishes any prior drafts, previous agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing between the parties, in connection with the subject matter hereof, and the Client warrants that it has not relied on any representation except as contained in (a) the contents of the telephone conversation which gave rise to the Telephone Contract or (b) the information which gave rise to the Internet Contract and (c) the Contract.
10.2 If any of the provisions of the Contract are invalid under any applicable statute or rule of law then to that extent they are deemed omitted and the validity of the other provisions of the Contract shall not be affected.
10.3 Any notice to be given hereunder shall be delivered or sent by post email or fax to the address of the other party set out in the Service Agreement and any notice shall be deemed to have been served if delivered by hand at the time of delivery, if sent by first class pre-paid post to and from an address within the United Kingdom 48 hours after posting, if by pre-paid airmail to or from an address outside the United Kingdom 5 days after posting and if sent by email or fax when dispatched.
10.4 Any notice to be given hereunder shall be delivered or sent by post email or fax to the address of the other party set out in the Initial Contract and the Contract and any notice shall be deemed to have been served if delivered by hand at the time of delivery, if sent by first class pre-paid post to and from an address within the United Kingdom 48 hours after posting, if by pre-paid airmail to or from an address outside the United Kingdom 5 days after posting and if sent by email or fax when dispatched.
10.5 BID may advertise or otherwise disclose the terms of the Contract save to the extent that the Client shall have reasonably raised a prior objection in writing.
10.6 The Contract shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
10.7 Notices which must be given in writing under this Contract can be given by fax, email or by first class posted letter provided that those given by fax or email are confirmed by writing by a first class posted letter.
10.8 BID has the option to make free listings and Online Business Builder clients’ details available on a UK or National search unless specified otherwise by the Client in writing.