Optima Coffee Ltd 2006/16
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the small print
The following terms and conditions ("Terms and Conditions") are deemed to be incorporated into each order for advertising space ("Advertisement Order") accepted by Optima Coffee Limited ("Optima Coffee"):

Formation and Contents of Contract

1. All Orders accepted for publication on the It's Your Go Bags are accepted subject to these Terms and Conditions. By completing the Advertisement Order the Buyer acknowledges that no terms and conditions other than those set forth in the Advertisement Order or these Terms and Conditions will be binding on Optima Coffee unless expressly agreed in writing by an authorised representative of Optima Coffee. If there is any inconsistency between the Advertisement Order and these Terms and Conditions these Terms and Conditions will prevail.

2. In the Advertisement Order and these Terms and conditions

"Buyer" means the person named as such in the Advertisement Order placing the order for Advertising Space for the display of the Advertisement and whose goods or services are advertised;

"Advertisement" means the advertisement to be displayed on the It's Your Go Bags in accordance with the Advertisement Order;

"Agreement" means the agreement created by the acceptance by Optima Coffee of an Advertisement Order and includes these Terms and Conditions;

"Bags" means the bags to be printed and distributed by Optima Coffee refered to in the Advertisement Order;

"Content" means the contents of the Advertisement (including all contents, trademarks and brand features contained therein).

3. All Advertisement Orders are accepted for publication subject to sufficient space remaining on the Bags. The Buyer can not cancel the Advertisement Order or resell, assign or transfer any of its rights under the Advertisement Order without the written consent of Optima Coffee.

Terms of Payment

4.1. The Buyer shall make the payments specified in the Advertisement Order. Interest and compensation for debt recovery costs will be charged at the discretion of Optima Coffee on overdue invoices using the entitlements provided by late payment legislation.

4.2. Except at the discretion of Optima Coffee, the Buyer must have paid any outstanding invoices before the Advertisement Order will appear on the It's Your Go Bags. Optima Coffee will not be obliged to cancel any outstanding sum due in respect of such non-publication.

4.3. The Buyer must pay at the rates prescribed by law all VAT (and any similar sales taxes (if applicable)) on the amounts due under the Advertisement Order.

Content

5. The Buyer will provide the Content (including GIF or JPEG files) by the date specified in the Advertisement Order (or within one week of the date of the Advertisement Order if no date is specified), in accordance with Optima Coffee's requirements set out in these Terms and Conditions and in the Advertisement Order, including (without limitation) the manner of transmission to Optima Coffee and such technical specifications as Optima Coffee may require from time to time. Optima Coffee will not be obliged to publish any Advertisement that has not been received in accordance with such requirements and shall not be obliged to make any refund or cancel any outstanding sum due in respect of such non-publication.

5.1 Where the Buyer does not forward Content, if requested to do so, Optima Coffee will provide Content that the Buyer is requested to appraise. If no appraisal is forthcoming within seven days Optima Coffee reserves the right to publish the said Content without further reference to the Buyer. Optima Coffee shall not be obliged to make any refund or cancel any outstanding sum due in respect of such publication.

6. The Buyer warrants and represents to Optima Coffee that:

6.1. It has the right to publish all of the Content, only once and for this limited project and can grant to Optima Coffee such right , and that such publication will not: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law or regulation.

6.2. That the Content does not contain anything that is deflamatory, or discriminatory, illegal, obscene, false or misleading.

6.3. That the Content does not constitute an invitation or inducement to engage in investment activity within the meaning of the Financial Services and Market Act 2000.

7. The Buyer agrees to indemnify and keep indemnified Optima Coffee and hold Optima Coffee harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred by Optima Coffee in connection with any claims, actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry codes of practices) arising from breach of clause 6.

8. The Buyer hereby grants to Optima Coffee a world-wide, non-exclusive, licence to reproduce and display the Content on the It's Your Go Bags in accordance with the Adverisement Order and these Terms and Conditions, and only for the purposes of this limited project.

9. Unless the Advertisement Order provides otherwise the positioning of advertisements on the It's Your Go Bags is at the sole discretion of Optima Coffee.

10.1. The Buyer grants to Optima Coffee the express right to reproduce throughout the world screen shots of all or part of the It's Your Go Bags on any promotional literature or in any campaign promoting or advertising Optima Coffee.

10.2. The Buyer acknowledges that any artwork created by Optima Coffee remains the copyright of Optima Coffee.

10.3. The buyer acknowledges that copyright to the overall design on the It's Your Go bags, including individual advertisements in the context of other advertisements, belongs to Optima Coffee.

Limitation of Liability

11.1. Optima Coffee will take all reasonable care to avoid mistakes but Optima Coffee will not accept liability for any errors or omissions due to the acts or defaults of third parties or sub-contractors or due to any other acts, circumstances or defaults beyond its reasonable control. The Contents having been provided in electronic form by the Buyer Optima Coffee shall not be liable for any errors or omissions in the advertisement.

11.2. The parties acknowledge that the limitations of the printing process means that the Content may not appear as sharp on the It's Your Go Bags as, for example, on a computer screen.

11.3. Optima Coffee shall have no responsibility if the Advertisement is not published on the It's Your Go Bags on the agreed date as a result of a strike, lock-out, fire, storm, flood, riot, explosion, power failure, break-down or failure of systems or machinery or any other event beyond Optima Coffee's reasonable control.

11.4. Optima Coffee shall use its reasonable endeavours to distribute the It's Your Go Bags by the date specified in the Advertisement Order, but time shall not be of the essence as regards that date.

11.5. In no event will Optima Coffee be responsible in contract, tort, negligence or otherwise, for: (a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind, arising from any failure to publish in a timely manner or at all any Advertisement in accordance with the Advertisement Order.

11.6. Without limiting the foregoing, Optima Coffee will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Optima Coffee affecting production or delivery in any manner.

11.7. Optima Coffee does not limit or exclude liability for death or personal injury caused by its negligence.

11.8. Each of the provisions of this clause 11 are to be construed separately and independently of the other, and if any provision of this clause 11 (or any other clause in these Terms and Conditions) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 11 (or any other clause in these Terms and Conditions) which will remain in full force and effect.

Confidentiality and Public Announcements

12.1. The provisions of the Advertisement Order and all communications passing between the Buyer and Optima Coffee are confidential and must not be disclosed to any third party except: (a) by the Buyer to its qualified accountants or legal advisers; (b) by Optima Coffee to its qualified accountants or legal advisers; or (c) as otherwise agreed by the parties in writing or as otherwise required by law.

12.2. If the parties have executed a non-disclosure agreement prior to the date of this Agreement ("Non-Disclosure Agreement"), then: (a) the Non-Disclosure Agreement is hereby incorporated into these Terms and Conditions by reference whether or not it is attached to the Advertisement Order; and (b) each party must comply with its obligations in the Non-Disclosure Agreement.

Miscellaneous

13. These Terms and Conditions and the Advertisement Order (i) will be governed by and construed in accordance with, the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts; and (ii) constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties.

14. Clauses [7,8,9, 11& 12] will survive any expiry or termination of these Terms and Conditions.

15. Any failure by Optima Coffee to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.

16. Notwithstanding any other provision in these Terms and Conditions, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Refund and Cancellation Policy

17. The Buyer can cancel the Advertising Order by giving written notice of cancellation that is received by Optima Coffee within seven days after the Advertising Order was accepted, in which case the Advertising Order will be cancelled and any sums paid by the Buyer in respect of that Advertisement Order will be refunded.

Lead Time

18. Unless otherwise stated on this website, the standard estimated delivery date for all goods and services provided by Optima Coffee is 10 - 12 weeks from the date of the Advertisement Order. Where payment is required in advance of delivery, the estimated lead time will be dependent on payment being received by all parties in accordance with the terms displayed on the relevant said documents.

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