LINK PEOPLE LIMITED STANDARD TERMS OF BUSINESS
FOR ADVERTISEMENTS

1.    INTERPRETATION

1.1    In these terms of business (the “Conditions”):-
“Advertisement” means all or any of a Button Ad, an Email Banner Ad, an Email Text Link Ad and a Skyscraper Ad, as specified on the Order Form;
“Advertisement Fee” means the fee payable in accordance with Condition 7 and as specified on the Order Form for the use of the Advertising Space, together with any other amounts payable by You to Us under the Agreement;
“Advertising Space” means such space as we shall allocate on the Website (on a rotating basis) or on any email (on a rotating basis), as appropriate, for Your Advertisement(s);
"Agreement" means the agreement that incorporates these Conditions;
“Button Ad” means a banner ad of 120 x 120 pixels with a maximum file size of 30kb to be displayed on the Website in a location at Our sole discretion which We may change at any time;
“Email Banner Ad” means a banner ad of 160 x 120 pixels with a maximum file size of 50kb to be displayed in Our email marketing in a location on the emails at Our discretion;
“Email Text Link Ad” means a maximum of 125 words plus Your logo to be included in Our email marketing in a location on the, and in such number of, emails at Our discretion;
“Go Live Date” means the date on which the Advertisement is first activated on the Website or included in Our email marketing as notified by Us to You;
"Intellectual Property Rights" means all or any registered or unregistered intellectual property rights in any part of the world, including patents, design rights, copyrights, database rights, topography rights, know-how, rights in inventions and ideas, and rights to confidence, together with any right to apply for any such intellectual property rights and the benefit of any applications for any such intellectual property rights;
“Offer” means the Order Form submitted by You requesting Advertising Space;
“Order Form” means the online order form completed by You;
"Privacy Policy" means the privacy policy governing Your use of the Website – click here for the link;
"Services" means the provision of the Advertising Space to You for the Term;
“Skycraper Ad” means a banner ad of 120 x 600 pixels with a maximum file size of 40kb to be displayed on the Website in a location at Our sole discretion which we may change at any time;
“Term” means the length of time from the Go Live Date for which Your Advertisement will be displayed on the Website (on a rotating basis) or featured in our email marketing (on a rotating basis), as specified on the Order Form and subject to early termination in accordance with Condition 12;
“Us” or “We” means Link People Limited trading as Sports Coach Links, a company registered in England and Wales with company number  6967068 whose registered office is Trident Accountancy, 39 Oakdale Road, Nottingham NG3 7EL;
“User Terms and Conditions” means Our terms and conditions for using the Website – click here for the link;
“Value Added Tax” means value added tax as provided for in the Value Added Tax Act 1994 and any reference to "VAT" should be construed accordingly;
“Website” means the website www.sportscoachlinks.com;
"Working Day" means any day, other than a Saturday or Sunday, on which clearing banks in the United Kingdom are open to the public for the transaction of business; and
“You” or “Your” means the person whose offer has been accepted by Us in accordance with Condition 2.1.

1.2    References in these Conditions to a statute or statutory provision includes, unless the context otherwise requires, a reference to that statute or statutory provision as from time to time amended, consolidated, extended, re-enacted or replaced and to all statutory instruments, orders, regulations or rules made pursuant to it.

1.3    References in these Conditions to the singular include the plural and vice versa.

1.4    References in these Conditions to a person includes natural persons, firms, partnerships, bodies corporate, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not incorporated and whether or not having a separate legal personality).

1.5    A reference in these Conditions to any Condition is a reference to a condition of the Agreement.

1.6    The headings in these Conditions are for convenience only and shall not affect the construction or interpretation of these Conditions.

1.7    The expressions “including”, “include”, “in particular” or any similar expression shall be construed in these Conditions as illustrative only and the words following any of those expressions shall not limit the sense of the words preceding them.

1.8    Reference in these Conditions to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, office or any legal concept of thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.

1.9    The headings to Conditions are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.


2.    YOUR AGREEMENT WITH US

2.1    No Offer submitted by You shall be deemed to be accepted by Us until an email acknowledgement is issued by Us and the effective date of the Agreement will be the date on which We notify You by email that Your offer to purchase Advertising Space has been accepted by Us.

2.2    These Conditions shall apply to and shall be incorporated into all estimates, quotations, Offers, orders, acceptances and agreements relating to the Advertising Space between You and Us.  All Your terms and conditions are hereby excluded, irrespective of how and when they are communicated to Us.

2.3    The Agreement between You and Us comprises these Conditions, the User Terms and Conditions and the Privacy Policy as set out on the Website.  In the event of any conflict between the documents these Conditions will prevail over the Privacy Policy and the User Terms and Conditions, and the Privacy Policy will prevail over the User Terms and Conditions.


3.    YOUR WARRANTIES

3.1    You hereby warrant as follows:
      (a)    that You are not less than 18 years of age;
      (b)    that You are authorised to make an Offer and form a contract with Us on behalf of Your business;
      (c)    that You are legally entitled to submit the Advertisement and in particular that it is not submitted by You in breach of any contractual or other obligation that You may owe to any third party; and
      (d)    that the Advertisement is accurate, up-to-date and not in any way intended or likely to mislead or confuse others.

3.2    The above warranties shall remain in effect continuously through the duration of the Term.


4.    OUR OBLIGATIONS

4.1    In consideration of You paying the Advertisement Fee and complying with the terms of the Agreement, We shall display the Advertisement in the Advertising Space on a rotating basis for the Term.

4.2    We shall, subject to You complying with the terms of the Agreement:
      (a)    use Our reasonable endeavours to make the Website available and operational, subject to maintenance and without liability for any downtime, during the Term; and
      (b)    display the Advertisement, including any link(s) to external website(s), on a rotating basis for the Term.

4.3    We cannot generally accommodate changes to Advertisements or links to external website(s), but will seek to do so if requested.  Any such alteration shall be at Our sole discretion only and at Your cost.

4.4    You acknowledge that Your Advertisement will be displayed on a rotating basis with other advertisements and that We make no warranty as to the length of time for or frequency with which Your Advertisement will be displayed during the Term.


5.    YOUR OBLIGATIONS

5.1    In addition to the warranties set out in Condition 3, You shall:
      (a)    comply with all applicable laws relevant in any way to Your Advertisement, its display on the Website and any website to which a link is provided in the Advertisement, including intellectual property laws;
      (b)    provide to Us, within such timescale as We may stipulate, such information regarding Yourself as We may request from time to time and update it as necessary;
      (c)    comply, within such timescale as We may stipulate, with all notices and instructions of any kind sent to You by Us or on our behalf from time to time concerning either or both of the Website and Your Advertisement; and
      (d)    be responsible for maintaining all links to any external website.

5.2    You shall be responsible for submitting the Advertisement to Us when you submit your Offer.  If We accept Your Offer, We will check that the Advertisement does not breach any of the terms of these Conditions and notify You of the Go Live Date.  If for any reason We determine that We cannot display Your Advertisement, We will notify You of that fact and You may either revise the content of the Advertisement until such time as We, within Our sole discretion, consider that We can display it or We will refund You the Advertisement Fee.

5.3    You shall not:
      (a)    include any content in Your Advertisement or any website to which a link is provided in the Advertisement that is unlawful, harmful, threatening, abusive, harassing, defamatory, in bad taste, vulgar, invasive of another person’s privacy, hostile, discriminatory or otherwise objectionable;
      (b)    in any way in Your Advertisement or any website to which a link is provided in the Advertisement imply or state, directly or indirectly, that You or Your business are affiliated with or endorsed by Us or the Website or any other business in which We may be engaged from time to time; or
      (c)    undertake any action of any kind that might reasonably be expected directly or indirectly adversely to affect or disrupt the proper and lawful functioning of the Website.


6.    ADVERTISING STANDARDS

6.1    You shall ensure that Your Advertisement and any website to which a link is provided in the Advertisement complies with the British Code of Advertising, Sales Promotion and Direct Marketing and other relevant codes of advertising laid down whether on a statutory or a self-regulatory basis.

6.2    You shall inform Us without delay if You consider that any Advertisement submitted by You to Us or the content of any website to which a link is provided in the Advertisement is false or misleading or in any way contrary to law or to any applicable code.


7.    FEES

7.1    In consideration of Your Advertisement being shown in the Advertising Space, You shall pay the Advertisement Fees in accordance with the terms of the Agreement.

7.2    If the Term of the Agreement is three months or less, the Advertisement Fee shall be payable in full within [ ] days of Us notifying You that Your Offer has been accepted by Us.

7.3    If the Term of the Agreement is more than three months, the Advertisement Fee shall be payable as follows:
      (a)    the Advertisement Fee in respect of the first three months of the Term shall be payable in full within [ ] days of Us notifying You that Your Offer has been accepted by Us;
      (b)    for each subsequent  three month period of the Term, We will email you a reminder that payment is due for that period (at least [ ] days before the start of that period) and You shall make payment in full in advance of the commencement of that period.

7.4    All sums due under the Agreement are stated exclusive of value added tax which shall be payable in addition at the applicable rate and which will be added to the Advertisement Fee at the time for payment.

7.5    All Advertisement Fees are payable in GBP.  If You are based outside of the United Kingdom, You will be required to convert payments to GBP and it will be Your responsibility to ensure that such conversion is correct.  

7.6    Advertisement Fees can be paid:
     (a)    by credit card, debit card; or
     (b)    by direct transfer to Our bank account, details of which will be provided on request.
All charges incurred by You in respect of the payment of the Advertisement Fees, including any charges Your credit card issuer or bank may make for transactions or direct transfers, shall be borne by You in addition to the Advertisement Fees.


8.    INTELLECTUAL PROPERTY

8.1    We acknowledge that, as between You and Us, all Intellectual Property Rights in the Advertisement are and shall remain Your property.

8.2    You warrant:
      (a)    that you own, or are licensed to have the Advertisement placed on the Website by the owner of, all Intellectual Property Rights in and to the Advertisement; and
      (b)    that the publication of the Advertisement on the Website will not infringe any third party Intellectual Property Rights or other rights or be in any other way contrary to law.

8.3    You grant to Us a non-exclusive, royalty free licence to use all Intellectual Property Rights in and to the Advertisement for the purpose of displaying the Advertisement in the Advertising Space and to enable Us to perform Our obligations under the Agreement.


9.    LIABILITY

9.1    We do not limit or exclude Our liability for personal injury or death due to Our negligence, or for fraud or fraudulent misrepresentation, or any other liability to the extent that it may not be excluded by law.

9.2    To the fullest extent permissible under any applicable law, all warranties, representations, terms and conditions implied by law and in any way relating to the Services are excluded.

9.3    We are not responsible for, and make no guarantee, promise, representation or warranty as to, the availability of the Website or the frequency or accessibility of any email marketing.

9.4    Subject to Condition 9.1, We limit Our liability to You for or arising out of:
      (a)     any breach of the Agreement;
      (b)     negligence or breach of any duty of care or statutory duty in or in the course of performing or otherwise arising out of or in connection with the Agreement;
      (c)     the acts or omissions of Our officers, employees, agents or contractors in or in the course of performance of or otherwise in connection with the Agreement;
      (d)     misrepresentation (other than fraudulent) in connection with the Agreement;
      (e)     any Services not conforming to the requirements of the Agreement or breach of any express or implied warranty, term or condition relating to the Services; and
      (f)     any other liability arising under or out of the Agreement, in each case whether such liability is in contract, tort, statute or otherwise,
    to the Advertisement Fees paid under the Agreement.

9.5    Subject to Condition 9.1, We exclude and shall not have any liability to You for:
      (a)     any loss of profit, use, anticipated savings, data, production, business or business opportunity, revenue, use, contract or goodwill;
      (b)     any expenditure, costs, liabilities, or commitments incurred in reliance upon the Services being provided on time and in accordance with the Agreement;
      (c)    any lack of availability or downtime of the Website;
      (d)      losses suffered by third parties or any liability of You to any third party (other than in respect of the cost of repairing or replacing any property of a third party); or
      (e)    any special, indirect or consequential loss.


10.    INDEMNITY

You shall fully indemnify Us, Our employees, agents and representatives (collectively the “indemnified parties”) and shall keep the indemnified parties fully indemnified on demand from and against any and all actions, claims, demands, costs (including reasonable legal costs), expenses, losses, damages or liability suffered or incurred in any way by any or all of the indemnified parties and arising from or in connection with any breach by You of the provisions of the Agreement or any of the content of Your Advertisement, or any other wrongful act or omission on Your part howsoever arising.


11.    REMOVAL OF ADVERTISEMENT

Without prejudice to any other right or remedy, We shall be entitled to remove any Advertisement from the Advertising Space, without liability to You, immediately if:
      (a)    You fail to pay any sums, including the Advertisement Fee, due to Us in accordance with the Agreement;
      (b)    We consider that the Advertisement is false or misleading in any way or in any way contrary to law or to any applicable advertising or other code; or
     (c)    You breach all or any of Conditions 3.1(c), 3.1(d), 5.1(a), 5.3, 6.1, 6.2 or 8.2.


12.    TERMINATION

12.1    Either party may terminate the Agreement immediately and without liability by notice in writing to the other party if any of the following events occur in relation to the other party:
      (a)    the other party commits a material breach of the Agreement which is incapable of remedy,  or a remediable breach of the Agreement and fails to remedy that breach within 30 days after notice of the breach, or a series of persistent breaches of the same provision of the Agreement and commits a similar breach within 30 days after notice of the breaches; or
      (b)    the other party shall be dissolved, liquidated or wound up, or have a petition for winding up presented against it which is not withdrawn in 30 days, or pass a resolution for voluntary winding up, or have a petition for the appointment of an administrator presented against it, or have a receiver, administrator or administrative receiver appointed to the whole or any part of its undertaking or assets, or convene any meeting of its creditors or make an arrangement or otherwise compound or compromise with its creditors, or cease or threatens to cease trading, or suffer any similar event in any jurisdiction relevant to that party.

12.2    We may terminate the Agreement immediately and without liability by notice in writing to You if You fail to pay any sums due under the Agreement within [14 days] of a written notice from Us demanding payment of the same.

12.3    Upon expiry or termination of the Agreement for any reason:-
      (a)    all rights, authorities and obligations of the parties under the Agreement shall cease, but without prejudice to any accrued rights, obligations, remedies or liabilities of either party, or any rights or obligations which give effect to or are expressly or impliedly intended to come into effect on or continue after expiry or termination; and
      (b)    the following terms of the Agreement shall survive expiry or termination: Conditions 7, 8, 9, 10 and 14 and this Condition 12.3.


13.    FORCE MAJEURE

13.1    If either party is prevented, hindered or delayed from or in performing any of its obligations under the Agreement by any event or circumstance beyond the reasonable control of a party:
      (a)    that party's obligations under the Agreement shall be suspended for so long as such event continues to the extent that party is so prevented, hindered or delayed; and
      (b)    that party shall use reasonable endeavours to mitigate the effects of the such event upon the performance of its obligations under the Agreement.

13.2    In the event that We are prevented from performing Our obligations by any event or circumstance beyond Our reasonable control for more than [30 days], We shall be entitled to terminate the Agreement on providing written notice to You and shall refund You a sum equal to that part of the Advertisement Fee paid by You in respect of the period from the termination of the Agreement to the end of the period for which You had paid.


14.    MISCELLANEOUS

14.1    The Agreement represents the entire agreement between Us and You relating to its subject matter and supersedes and extinguishes any and all prior written or oral agreement between Us and You concerning that subject matter.  You acknowledge that, in entering into the Agreement, You are not relying upon any representation or assurance made by Us or on Our behalf on or prior to the effective date of the Agreement which is not set out in the Agreement and that, in the absence of fraud or fraudulent misrepresentation, We shall not be liable for any such representation or assurance.

14.2    Each of the provisions of the Agreement shall be construed as independent of every other provision.

14.3    If any provision of the Agreement (or any part thereof) is, or is held to be, invalid, illegal, void or unenforceable under any law, administrative or judicial provision or public policy, such provision shall be deemed to be ineffective to the extent that it is, or is held to be, invalid, illegal, void or unenforceable.  Any such provision shall be deemed to be deleted from the Agreement and the remainder of such provision and all other provisions (if any) of the Agreement shall remain in full force and effect.

14.4    We may provide all notices and other communications to You concerning the Advertisement, the Advertising Space or the Agreement by email to the email address that You have registered with Us as Your current contact address.  You may provide all notices and other communications to Us concerning the Advertisement and the Agreement by email to support@sportscoachlinks.com.  Alternatively, You may deliver such notices or communications to Us by hand or deliver them by first class prepaid post to 39 Oakdale Road, Nottingham, UK, NG3 7EL.  All notices sent by email shall be deemed served on receipt of the email at the recipient’s server, notices delivered by hand shall be deemed served on delivery and notices sent by first class prepaid post shall be deemed served two business days after posting.  Any notices not submitted in accordance with these provisions shall automatically be deemed invalid.  You hereby acknowledge that We shall have no liability for any failure on Your part to receive information from Us to the extent that such failure results from any omission on Your part to provide us with a current email address.

14.5    You may not assign or novate the benefit or burden of the whole or any part of the Agreement to a third party.  We shall be entitled to assign or novate the benefit or burden of the whole or any part of the Agreement to a third party.

14.6    No term of the Agreement is intended to confer a benefit on, or be enforceable by, any person who is not a party to the Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.7    Neither We nor You shall be deemed to have waived the performance or breach of any provision of the Agreement unless We or You have done so expressly in writing.  No such waiver shall be deemed to be a waiver of any other past or future default or breach of such provisions or any other provision of the Agreement.  No failure or delay by Us or You in exercising any right under the Agreement shall be deemed to be a waiver of, or to otherwise prejudice, the exercise of that right.

14.8    The construction, interpretation, meaning, validity and performance of the Agreement shall be governed by the law of England which is agreed to be the proper law of the Agreement.

14.9    The parties hereby submit to the non-exclusive jurisdiction of the English courts.

14.10    The definitive text of the Agreement is the English language.  In the event of any dispute concerning the construction, interpretation or meaning of the Agreement, reference shall be made to the Agreement as written in English and not to any translation into any other language.