Terms & Conditions

PART ONE: TERMS OF USE

Accessing our site

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice. We will not be liable if, for any reason, our site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. Without limiting the foregoing, you agree not to reproduce, copy, sell, resell, or exploit for any purposes any aspect of Bdaily (other than your own content). When you provide us with content, you are granting us and representing that you have the right to grant us, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights to that content.

Reliance on information posted

Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

Our site changes regularly

We aim to update our site regularly and may change the content at any time. If the need arises, we may suspend access to our site or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

Our liability

The material displayed on our site is provided 'as is' without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

• All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
• Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including:
  • loss of income or revenue;
  • loss of business;
  • loss of profits or contracts;
  • loss of anticipated savings;
  • loss of data;
  • loss of goodwill;
  • wasted management or office time;
  and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Information about you and your visits to our site

We process information about you in accordance with our privacy policy, set out in Part Three of this document (Privacy Policy). By using our site, you consent to such processing, and you warrant that all data provided by you is accurate.

Transactions concluded through our site

Contracts for the supply of goods, services or information formed through or applicable to our site are governed by our terms and conditions of supply set out in Part Two of this document (Client Terms and Conditions).

Uploading material to our site

Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the content standards set out in these Terms of Use. You warrant that any such contribution does comply with these standards and undertake to indemnify us and keep us indemnified in relation to any losses, costs and expenses incurred by us or our employees or representatives as a result of your breach.

Any material you upload to our site will be considered non-confidential and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.

We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with our content standards.

Viruses, hacking and other offences

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards and acceptable use standards set out in these Terms of Use.

If you wish to make any use of material on our site other than that set out above, please address your request to digital@bdaily.co.uk

Links from our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Prohibited uses

You may use our site only for lawful purposes. You may not use our site:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in these Terms of Use.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of these terms.
• Not to access without authority, interfere with, damage or disrupt:
  • any part of our site;
  • any equipment or network on which our site is stored;
  • any software used in the provision of our site; or
  • any equipment or network or software owned or used by any third party.

Interactive services

We may, from time to time, provide interactive services on our site, including, without limitation:

• Discussion boards
• Direct emails from Bdaily or other members
• New communication features such as an inbox for each member
• The disclosure of registration details onto the main site
• Previously set up social media links to be published on main site
• Member social media content to be published onto their Bdaily profile
• The promotion of offers and other opportunities direct to members through their online account or their email

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

Content standards

These content standards apply to all material which you contribute (in whatever media) to our site (contributions), and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

• Be accurate (where they state facts).
• Be genuinely held (where they state opinions).
• Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

• Contain any material which is defamatory of any person.
• Contain any material which is obscene, offensive, hateful or inflammatory.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trademark of any other person.
• Be likely to deceive any person.
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
• Give the impression that they emanate from us, if this is not the case.
• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

We retain full editorial control over contributions to our site and may refuse to publish or take down any material already published for any reason whatsoever.

You retain ownership of the copyright in any contributions made to our site, but upon submission, you grant to us a perpetual, worldwide, exclusive, royalty-free licence to publish and continue publishing without limit as to time, and whether or not you continue to be a registered user, all such contributions.

Indemnity

You hereby undertake to indemnify us and keep us indemnified in relation to any losses, costs and expenses incurred by us or our employees or representatives as a result of any breach by you of these Terms of Use.

Variations

We may revise these Terms of Use at any time by amending the online version of this document. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

Jurisdiction and applicable law

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

This clause has equal application to all parts of this document.

Your concerns

If you have any concerns about material which appears on our site, please contact digital@bdaily.co.uk.

PART TWO: CLIENT TERMS AND CONDITIONS

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

"Business Day": a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

"Charges": the charges payable by the Customer for the supply of the Services in accordance with clause 5.

"Commencement Date": has the meaning given in clause 2.2.

"Conditions": these terms and conditions as amended from time to time in accordance with clauses 8 and 10.5.

"Contract": the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

"Control": has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

"Customer": the person or firm who purchases Services from the Supplier.

"Customer Default": has the meaning set out in clause 4.2.

"Deliverables": the deliverables set out in the Scope of Works produced by the Supplier for the Customer.

"Intellectual Property Rights": patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Order": the Customer's written acceptance of a quotation by the Supplier.

"Services": the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Scope of Works.

"Scope of Works": the description or specification of the Services provided in writing by the Supplier to the Customer.

"Supplier": North East Times Magazine Limited registered in England and Wales with company number 09665838.

"Supplier's Websites":

(a) https://netimesmagazine.co.uk/;

(b) https://bdaily.co.uk/;

(c) https://marketing.bdaily.co.uk/; and

(d) https://northeasthrdawards.co.uk/live/en/page/home.

1.2 Interpretation:

(a) A reference to legislation or a legislative provision:

• (i) is a reference to it as amended, extended or re-enacted from time to time; and
• (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written excludes fax but includes email.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Scope of Works in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates provided by the Supplier to the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Scope of Works if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer's obligations

4.1 The Customer shall:

• (a) ensure that the terms of the Order and any information it provides in the Scope of Works are complete and accurate;
• (b) co-operate with the Supplier in all matters relating to the Services;
• (c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
• (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• (e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• (f) comply with any additional obligations as set out in the Scope of Works or as otherwise agreed in writing between the Parties.

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

• (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
• (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2;
• (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default;
• (d) the Customer shall pay the Supplier on written demand the Charges for the Services.

5. Charges and payment

5.1 The Charges for the Services shall be set out on the Supplier's Websites, in the Order or as otherwise agreed between the parties in writing and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

5.2 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date either:

• (a) in line with the percentage increase in the Retail Prices Index in the immediately preceding 12-month period based on the latest available figure for the same; or
• (b) by five percent (5%);

whichever is the higher amount and the first such increase shall take effect on the first anniversary of the Commencement Date.

5.3 In respect of Services, the Supplier shall invoice the Customer on completion of the Services or as is otherwise agreed in writing between the parties. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant purchase order number.

5.4 The Customer shall pay each invoice submitted by the Supplier:

• (a) within fourteen days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
• (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services, at the same time as payment is due for the supply of the Services.

5.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 8, the Customer shall 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 5.6 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%.

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

7. Limitation of liability

7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

7.3 Nothing in this clause 7 shall limit the Customer's payment obligations under the Contract.

7.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; and
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.5 Subject to clause 7.2 (No limitation in respect of deliberate default), and clause 7.4 (Liabilities which cannot legally be limited), the Supplier's total liability to the Customer:

• (a) for all other loss or damage shall not exceed £50,000.

7.6 The caps on the Supplier's liabilities shall be reduced by:

• (a) payment of an uncapped liability;
• (b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

7.7 Subject clause 7.2 (No limitation in respect of deliberate default), clause 7.3 (No limitation of customer's payment obligations) and clause 7.4 (Liabilities which cannot legally be limited), this clause 7.7 sets out the types of loss that are wholly excluded:

• (a) loss of profits.
• (b) loss of sales or business.
• (c) loss of agreements or contracts.
• (d) loss of anticipated savings.
• (e) loss of use or corruption of software, data or information.
• (f) loss of or damage to goodwill; and
• (g) indirect or consequential loss.

7.8 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.9 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

7.10 This clause 7 shall survive termination of the Contract.

8. Termination and Amendment

8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months' written notice.

8.2 The Supplier reserves the right to amend these Conditions at any time by giving the Customer 30 days' written notice ("Notice to Amend") and a copy of the amendments ("Amended Conditions").

8.3 Upon receipt of a Notice to Amend and the Amended Conditions, the Customer shall within the period of 30 Business Days ("Initial Period") either:

• (a) confirm the Customer's agreement to and acceptance of the Notice to Amend and Amended Conditions; or
• (b) give notice in writing to the Supplier that the Notice to Amend and Amended Conditions are not accepted ("Dispute Notice").

8.4 If the Customer:

• (a) does not serve a valid Dispute Notice within the Initial Period; or
• (b) during the Initial Period confirms their agreement to and acceptance of the Notice to Amend and Amended Conditions;

the Notice to Amend shall be deemed to be accepted by the Customer and the Amended Conditions shall take effect on the day after the last day of the Initial Period.

8.5 If the Customer does serve a valid Dispute Notice within the Initial Period then the parties shall meet and discuss the disputed matters and (acting in good faith) shall use their respective reasonable endeavours to reach agreement as soon as reasonably practicable and in any event within the period of 15 Business Days following the date of service of the Dispute Notice (or such longer period as may be agreed in writing between the Supplier and the Customer) ("Dispute Resolution Period") and either:

• (a) if the Supplier and the Customer reach agreement on the disputed matters during the Dispute Resolution Period, the Amended Conditions shall be modified to reflect such agreement and, as so modified, shall be final and binding on the Supplier and the Customer; or
• (b) if the Supplier and the Customer do not reach agreement prior to the expiry of the Dispute Resolution Period then the Contract shall terminate on the day after the last day of the Dispute Resolution Period.

8.6 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• (a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its 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;
• (b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• (c) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.7 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

• (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen days of that party being notified in writing to do so;
• (b) the Customer fails to pay any amount due under the Contract on the due date for payment; or
• (c) there is a change of control of the Customer.

8.8 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

• (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen days of that party being notified in writing to do so;
• (b) the Customer fails to pay any amount due under the Contract on the due date for payment;
• (c) the Customer becomes subject to any of the events listed in clause 8.6(b) or clause 8.6(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
• (d) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 8.6(a).

9. Consequences of termination

9.1 On termination or expiry of the Contract:

• (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
• (b) the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10. General

10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings.

• (a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
• (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

10.3 Confidentiality.

• (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b).
• (b) Each party may disclose the other party's confidential information:
  • (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and
  • (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• (c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement.

• (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
• (c) Nothing in this clause shall limit or exclude any liability for fraud.

10.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.8 Notices.

• (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
  • (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  • (ii) sent by email to the to the email addresses provided by each party to the other party in writing.
• (b) Any notice or communication shall be deemed to have been received:
  • (i) if delivered by hand, at the time the notice is left at the proper address;
  • (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  • (iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• (c) This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.9 Third party rights.

• (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
• (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

PART THREE: PRIVACY POLICY

We are committed to protecting and respecting your privacy.

The policy in Part Four of this document sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.

For the purpose of the Data Protection Act 1998 (the Act), we are the data controller in relation to personal data which is collected through our site.

Information we may collect from you

We may collect information from you:

• if you register to access our website; this will include your email address. We may ask you to provide additional information about you and your user preferences on a voluntary basis;
• if you interact with other users on the website - we will keep a copy of your communications with the other users;
• if you complete online forms, take part in surveys, write posts on any boards or blogs, enter any competitions or prize draws, download information, or participate in any other interactive areas that appear on our website or which we offer to you from time to time;
• if you contact us offline, for example by telephone, email or post;
• if you provide your contact details to us when registering to use or accessing any services (including any apps we may offer from time to time);
• indirectly, through one of our people or a third party;
• by means of 'cookies' when you use our site;
• by use of 'web beacons' embedded in our emails; and
• in the form of 'traffic data'.

IP addresses

We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users' browsing actions and patterns and does not identify any individual.

Cookies and traffic data

Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and allows us to improve our site.

A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.

We use the following cookies:

• Strictly necessary cookies. These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
• Analytical/performance cookies. They allow us to recognise and count the number of visitors and to see how visitors move around our website when they are using it. This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for.
• Functionality cookies. These are used to recognise you when you return to our website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
• Targeting cookies. These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information to make our website, and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.

You can find more information about the individual cookies we use and the purposes for which we use them in the table below:

We use Google Analytics, which makes use of cookies served by our site. Full details can be found here.

Please note that our advertisers may also use cookies, over which we have no control.

Cookies may be "session" or "persistent". Session cookies are temporary cookies which are deleted when you close your browser or leave your session in the product or service. We use session cookies on our website to identify and track users. Our session cookies may also contain your account number, username and email address.

Persistent cookies enable our website to "remember" who you are and to remember your particular preferences on our website. Persistent cookies will stay on your computer or device after you close your browser or leave your internet session. Except for essential cookies, all cookies will expire after you close your browser.

Our websites use several web analytics cookies. These cookies allow us to recognise and count the number of visitors and see how they use and move around the website. This helps us to improve our website.

Google Analytics' terms require us to reproduce the following wording in this policy:
This website uses Google Analytics, a web analytics service provided by Google, Inc. ("Google"). Google Analytics uses "cookies", which are text files placed on your computer, to help the website analyse how users use the site. The information generated by the cookie about your personal use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States.

Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such parties process the information on Google's behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however please note that if you do this you may not be able to use the full functionality of this website. By using this website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

We also use cookies and tracking technologies known as web beacons to count users who have visited our website after clicking through from an advertisement on another website or in emails. These web beacons collect limited information. Please contact us for information on how to do this.

You may choose to configure your browser to restrict or block all cookies. If you do choose to disable cookies, you may find this affects your ability to use certain parts of our website. For more information about cookies and how to adjust your browser settings to accept, delete or reject cookies, please see the Internet Advising Bureau website www.youronlinechoices.co.uk. In order to opt out of Google Analytics, please visit website https://tools.google.com/dlpage/gaoptout.

BY USING OUR WEBSITE, YOU CONSENT TO RECEIVE THE COOKIES REFERRED TO ABOVE

You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.

Where we store your personal data

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

All information you provide to us is stored on our secure servers. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

Uses made of the information

We use information held about you in the following ways:

• To ensure that content from our site is presented in the most effective manner for you and for your computer.
• To provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes.
• To carry out our obligations arising from any contracts entered between you and us.
• To allow you to participate in interactive features of our service, when you choose to do so.
• To notify you about changes to our service.
• To improve and upgrade our site

We may also use your data to provide you with information (via electronic communications) about our goods and services or the goods and services of selected third parties which may be of interest to you.

If you do not want us to use your data for marketing purposes, please unsubscribe directly by clicking the relevant button in the communication itself.

We do not disclose information about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 500 men aged under 30 have clicked on their advertisement on any given day). We may also use such aggregate information to help advertisers reach the kind of audience they want to target (for example, women in SW1). We may make use of the personal data we have collected from you to enable us to comply with our advertisers' wishes by displaying their advertisement to that target audience.

Disclosure of your information

We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.

We may disclose your personal information to third parties:

• In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
• If we or substantially all of our assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets. A transfer shall not be deemed not to be of substantially all of our assets by reason only of book debts being retained by us.
• If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our Terms of Use or Terms of Supply; or to protect our rights, property, or safety, our those of our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

Your rights

You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at North East Times Magazine Ltd, 0.09, Proto, Abbott's Hill, Baltic Business Quarter, Gateshead NE8 3DF or email enquiries@bdaily.co.uk.

Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

Access to information

The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

Changes to our privacy policy

We may change this privacy policy from time to time so please try to read it each time you visit the website.

Contact

Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to enquiries@bdaily.co.uk.

Thank you for using Bdaily.