1. This Agreement

a. This document constitutes the whole Agreement between UK Food Guide. ('us/we') and the Customer ('you'). No change to it can apply unless it is in writing and is signed by our Proprietor and someone authorised by you.
b. From the date of acceptance of this Agreement by us, we agree to provide you with the products and services set out in the Schedule of Works attached, (Which are described in these terms as the, 'Service'), and you agree to make payments according to the terms of this Agreement.
c. If we do not, at any time, enforce any of our rights under this Agreement we do not give up any of those rights.
d. If you are a partnership of two or more persons you will be liable for payments individually and together.
e. The minimum term in respect of Services Charged as a Single Annual Fee is 12 months.

2. Payments

a. The payments which you must make under this Agreement are set out in the Schedule of Works attached in the sections called, 'Advertisements', 'Services Charged as a Single Annual Fee', and 'Services Charged By The Month' and are summarised in the Total Costs section.
b. Advertisements, are billed on a once only basis. Payments in respect of Advertisements will be made as follows: 25% payable on signature of the Agreement and the remaining 75% payable when the Advertisement goes 'on-line' (the 'on-line date').
c. Services Charged as a Single Annual Fee, are billed on the on-line date and fall due annually on the anniversary of the on-line date.

d. You must provide us with the necessary information, (copy / images / data etc.) to complete the advertisement. If you fail to provide such information you must still make the payments due under this Agreement. You will be responsible for any costs incurred due to a delayed on-line date, where this results from the late provision of information by you.
e. It is a vital condition of this Agreement that each and every payment is made In full and on time.
f. If payments are not made on time, we have the right to suspend the Service.
g. You will be responsible for any costs incurred by us in recovering monies you owe us and must pay interest at the rate of 1% per month on all overdue amounts.

3. Advertisements

a. If we have developed the advertisement for you, you must check that it meets your needs and inform us of any changes you require within 7 days of the on-line date. If you do not bring alterations to our attention then we shall assume that you are fully satisfied with the advertisement.
b. Any amendments to an advertisement developed by us, may only be made by us.
c. All intellectual property rights in the advertisement other than copy and images supplied by you, (whether registered or not) will remain our sole properly.

4. Our Exclusions

a. We are not liable for any loss or expense you incur which results from the use of the Service, whether due to any defects in an advertisement built by us to your specification, or otherwise.
b. We do not warrant that use of the Service by you will be un-interrupted or error-free.
c. We do not warrant or guarantee the accuracy or completeness of the content of the advertisement or any other information derived by you by your use of the Service. In particular, we will not be responsible for any loss incurred by you if you rely on information obtained through the Service in making a business or other decision.
d. Without prejudice to the forgoing provisions of this clause, in no circumstances will we be responsible for any indirect or consequential loss or damage incurred by you.

5. Your Obligations

You will:

a. indemnify us against any loss, damage or other expenses (including legal costs on a full indemnity basis) incurred by us as a result of any third party claims made against us as a result of your use of the Service;
b. immediately notify us of any defects in the Service. Notification of a defect does not mean that you have the right to amend this Agreement or bring it to an end;
c. not transfer this Agreement to someone else without our written consent;
d. warrant that any information displayed on your web site is accurate, complies with all relevant legislation and guidelines and that all necessary licences and consents (including those from, owners of copyrights or performing rights) have been obtained;
e. not include any material on the advertisement the accessing of which would be unlawful or cause offence;
f. not amend any software created by us without our written consent.

6. Default

If, during the currency of this Agreement;

a. you fail to pay any monies due to us on the date they become due; or,
b. you have a receiver appointed over any of your assets, become insolvent or are, in our opinion, unable to pay your debts; or,
c. you cease to trade, your partnership is dissolved or you die; or,
d. you commit any other breach of this Agreement and fail to remedy it within 7 days of its occurrence; this will constitute a repudiation of the Agreement, which means that you can no longer honour the Agreement or do not intend to honour it. We may then give you notice in writing ending the Agreement without affecting the duties and liabilities you had with us at that time.

7. Ending the Agreement

a. You may end the Agreement insofar as it relates to the provision of Services Charged By the month, upon one months notice in writing to us, such notice not to expire before 3 months of the Agreement Term has expired.
b. You may end this Agreement in its entirety at any time but you must give us at least 3 months' notice in writing, such notice not to expire before the minimum term of 12 months has expired. If you do elect to end the Agreement, the provisions of clause 8 below will apply.

8. Payments

If this Agreement is bought to an end.

If this Agreement is brought to an end for whatever reason you, must immediately pay us;

a. all sums due in respect of advertisements agreed in the Schedule of Works even if this Agreement is brought to an end before the on-line date.
b. all arrears of payments and any other sums due to us at the date that the Agreement is brought to an end.

9. Governing Law

This Agreement is governed by English law. Any dispute will be subject to the jurisdiction of the English courts.