1. Introduction.

This Agreement is a legal document which sets out your rights and obligations, and those of Adcaster (“we” or “us”), in relation to this site and the services offered by us through it (the “Adcaster Service”). You must take the time to read and understand it before registering for the Adcaster Service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Clause 18 below.

2. Becoming a User.

Anybody who uses the Adcaster Service is referred to as a “User” in this document. Users can register with us to establish an “Account”. All Users must be legally entitled to contract for and use the Adcaster Service. Where the User is a limited company, partnership or other entity (an “entity”), you undertake that:

• you are entitled to enter into this Agreement on behalf of the entity,
• the entity will be bound to this Agreement in the same way as you, and
• this Agreement will accordingly be enforceable both against you and the entity.

Registration.

You undertake to register for the Adcaster Service using accurate and current information about yourself – including your name or company name, address and any other requested details.

4. Privacy policy.

Our Privacy Policy forms part of this Agreement, and by agreeing to this Agreement, you also give your consent to the way we may handle your personal data in that policy. To view our privacy policy, click here.

5. Changes to terms by suppliers.

The Adcaster Service, and the terms and conditions which govern it, are subject to changes resulting from alterations made by service providers, such as internet access providers, to the corresponding services provided to us or the terms and conditions which govern those corresponding services. In the event that any such change is made which has any effect upon the rights and obligations of the parties under this Agreement, then:

• the change in question will automatically bind you; and
• we will use our reasonable endeavours to notify the relevant changes to you as soon as is reasonably practicable.

6. Misuse of the Adcaster Service.

You must ensure that:

• all content uploaded from your Account does not infringe the rights of any third parties or any laws or regulations, and is not defamatory, offensive or abusive or of an obscene or menacing nature;
• you accord with such reasonable instructions as we may from time to time notify to you where the uploading of content is concerned;
• any content you upload is not likely to cause someone needless annoyance, inconvenience or distress.
• content is not retransmitted or sold on to anyone.
• Any Job vacancies uploaded from your account are genuine. If you breach any of these requirements, you will be liable to us – and, potentially, to a third party.

In the event that any service provider, regulator, or third party makes a charge, fine, penalty or debit against us, or any deduction from sums otherwise payable to us by reason of a breach of the above requirements, then we will be entitled: (1) to recover from you the amount thereof, plus any costs or expenses incurred by us in connection with the incurring of the liability or the relevant charge, fine, debit or deduction; and (if you are an Account-holder) (2) to “freeze” your Account.

7. Additional services.

We or our affiliates may offer new or additional services through the Adcaster Service from time to time. Your use of those services may be subject to additional terms and conditions, and codes of conduct, which you must comply with. Provided that those terms or codes are notified to you on the Adcaster Service (in such manner as we reasonably determine) when you agree to take those services, any failure by you to comply with a material provision of the terms or codes governing those services will amount to a breach of this Agreement.

8. Operation of the Adcaster Service.

We reserve the right to withdraw or modify one or more aspects of the Adcaster Service, or the entirety of it, where we have legal or commercial reasons to do so. There may also be times when the Adcaster Service becomes inaccessible as a result of technical difficulties experienced by us or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note that there will be no refund of credits on your Accounts except as provided elsewhere in this Agreement. For security or other reasons, we may require you to change password or other information which facilitates access to the Adcaster Service; however, we will never ask you for your password.

9. Liability.

• We warrant that the Adcaster Service will be performed with reasonable care and skill with the intention of meeting our specifications for the Adcaster Service, but, given the uncertainties associated with internet and related technologies, cannot and do not guarantee that the Adcaster Service will meet your requirements.
• We will be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
• Nothing in this Agreement excludes or restricts our liability for death or personal injury resulting from our negligence.
• Subject always to sub-Clause f. below, we will be liable for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, and whether caused by our act or omission or that of our employees, agents or subcontractors. Our aggregate liability during any successive period of twelve months
• Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
• For the avoidance of doubt, we will not have liability to you or any other person in respect of the content on Adcaster.co.uk, any instructions supplied by you in relation to content, or any other act or omission by you or through your Account.
• The provisions of this Clause 15 shall survive the termination or expiry of this Agreement.

10. Indemnity.

• Each party (“indemnifier”) shall respectively, as provided in i. and ii. below, indemnify the other party (“indemnified”) against all costs, claims, expenses and liabilities arising out of any action, demand, allegation or proceeding by any person or entity (including, without limitation, any regulator) based on:
  • indemnification by us: an allegation that the use or possession by you of content that infringes the copyright or other intellectual property rights of any third party; or
  • indemnification by you: an allegation which, if proved, would show that a breach of Clause 6 above had occurred.
• Indemnification under sub-Clause a. above is conditional upon the indemnified:
  • notifying the indemnifier promptly upon being notified or becoming aware of any matter which may be indemnifiable under that sub-Clause;
  • not making any admission, denial or statement in relation to the matter; and
  • conducting the defence and settlement of the matter in accordance with reasonable instructions given by the indemnifier, provided the instructions are given as promptly as the indemnified reasonably requires.

11. Suspension.

We will be entitled to suspend provision of the Adcaster Service to the User at any time if:

• We are entitled to terminate this Agreement;
• We are is obliged or advised to comply with an order, instruction or request of the government, regulator, court or other competent authority;
• We have cause to believe in our reasonable opinion that you are in breach of any of its obligations under this Agreement;
• The services of one or more of the internet services upon which the provision of the Adcaster Service is dependent suspends its provision of those services to us;
• Any payment due to us under this Agreement is outstanding after the due date for payment;

12. Termination.

This Agreement may be terminated by notice as follows:

• by either party in the event the other has failed to perform any material obligation required to be performed under this Agreement and such failure is not corrected within seven (7) days from receipt of written notice advising of such failure from the other party, which notice shall make reference to this Clause;
• by us, in the event that any modification to our contracts for the provision of connectivity with internet service providers or any change in any law, regulation or code of conduct makes the provision of the Adcaster Service to you illegal, prohibitively difficult or contrary to law, regulation or code of conduct;
• by either party in the event that the other party (being a company) presents a petition or has a petition presented by a creditor for its winding up, convenes a meeting to pass a resolution for voluntary winding up or enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts or (if an individual) presents or has presented against him a bankruptcy petition or (if a non UK national or corporation) shall suffer anything analogous to these matters to occur to him or it;
• by either party in the event that any payment due hereunder is not paid by the other party within 30 days following the date when it is required to be paid in accordance with this Agreement.

13. Matters Beyond Reasonable Control.

Either party’s performance of any obligation under this Agreement, other than payment obligations, shall be excused to the extent that it is hindered, delayed or otherwise made impractical by:

• the acts or omissions of the other party or any internet service provider.
• flood, fire, earthquake, strike or riot; or
• any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that party.

14. Assignment.

We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without our written consent assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.

15. Entire Agreement.

This Agreement is intended to contain your entire agreement with us relating to the Adcaster Service; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to the Adcaster Service, except for any fraud or fraudulent representation by either of us. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.

16. Changes to this Agreement.

We reserve the right to change this Agreement from time to time, and post the new version on the Adcaster Service. When we do so, we will notify you of the fact that there are changed terms on the main screen (www.adcaster.co.uk), and the new version of these terms and conditions will take effect, and will govern all the Adcaster Service and your relationship with us:

• commencing thirty days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and (1) from that date you must cease to use the Adcaster Service, and (2) if the User is a consumer holding credit in his/her Account, the User will be entitled to a rebate of the amount of that credit outstanding in the Account at the time when the User permanently ceases use of the Adcaster Service; or
• immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement of provisions that are already included, in this Agreement.

17 Severability.

In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable.

18. Law.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

19. Keeping this Agreement.

We don’t separately file the individual Agreements entered into by members when they register for the Adcaster Service. You can access it at www.adcaster.co.uk. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer. It is offered in English only.

20. Contact.

We are Adcaster, and our registered office address is Adcaster, 7 St. Petersgate Stockport, SK1 1EB. Please note that all notices under this Agreement are to be sent and received by email. For this purpose, your notices should be sent to Adcaster, Caledonian House, Suite 2a, Tatton Street, Knutsford. WA16 6AG and/or info@adcaster.co.uk and we will send our notices to you at the email address you notify to use when you register as a User as changed subsequently in your Account details.