Terms & Conditions For Sellers

1. Introduction
Welcome to BuyNowMedia. These terms and conditions (“Terms”) apply to the services available from www.buynowmedia.com (“Website”). The Website is owned and operated by BuyNowMedia Limited (“BuyNowMedia”).
Before you can use the services you must read and accept these terms which constitute a legally binding agreement between you and BuyNowMedia. Your use of BuyNowMedia’s services is governed by these Terms and the Terms of Website Use (together the “Agreement”).

2. Interpretation

2.1 In these Terms the following words shall have the following meanings:

Advertising Material: the advertising material to be submitted to you by a Purchaser for use in your Advertising Space;

Advertising Space and Services: the advertising space and the services relating thereto being sold by you on the Website;

In-put Material: all documents, information and materials provided by you for use on the Website including but not limited to a copy of your standard terms and conditions of purchase, your logo’s, details of the Advertising Space and Services that you intend to sell via the Website and production specifications for the Advertising Material.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Pre-existing Materials: all information and materials provided by BuyNowMedia relating to the Services which existed prior to the commencement of the Agreement including but not limited to all source codes and other materials relating to the Website.
Purchase Price: the price paid by the Purchaser for the Advertising Space and Services sold by you via the Website.

Purchaser: the purchaser or potential purchaser of the Advertising Space and Services..
Schedule: the schedule to this Agreement.
Services: the services to be provided by BuyNowMedia via the Website under the terms of the Agreement.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2.2 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.
2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.4 The schedules form part of the Agreement and shall have effect as if set out in full in the body of these Terms.
2.5 Words in the singular shall include the plural and vice versa.
2.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.7 Any obligation in the Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

3. Application of Terms
3.1 These Terms shall apply to and be incorporated into the Terms of Website Use and together they constitute the Agreement.
3.2 Your acceptance of these Terms constitutes an offer by you to sell your Advertising Space and Services on these Terms.

4. Commencement and duration
4.1 The Services supplied under the Agreement shall be provided by BuyNowMedia to you from date of acceptance by BuyNowMedia of your offer in accordance with condition 3.2.
4.2 The Services supplied under the Agreement shall continue to be supplied until provision of the Services have been completed or shall continue to be supplied unless terminated in accordance with condition 12.

5. Your obligations

5.1 Subject to the terms and conditions set out in this Agreement
5.1 You hereby warrant and undertake that you shall:
(a) co-operate with BuyNowMedia in all matters relating to the Services and comply with all terms of the Agreement;
(b) notify us immediately of any changes to your contact/registration details including email addresses and telephone numbers;

(c) provide, in a timely manner, such In-put Material and other information as BuyNowMedia may request and ensure that it is accurate and not misleading in all material respects; and

(d) at all times own or control all rights in the content of the In-put Material necessary for you to authorise us to display it on the Website;

(e) at all times comply with all applicable laws relating to online trading; and

(f) liaise and co-operate with BuyNowMedia in respect of any complaints from the Purchaser regarding your Advertising Space and Services.
5.2 You hereby warrant and undertake that you shall not:
(a) manipulate the price of any Advertising Space and Services that you sell via the Website or interfere with other listings on the Website; and
(b) circumvent or manipulate BuyNowMedia’s fee structure or Fees owed to BuyNowMedia.
5.3 It is acknowledged and agreed that BuyNowMedia provides the Services to enable you to sell your Advertising Space and Services to Purchaser’s. Purchasers will enter into a contract directly with you. You acknowledge and agree that as between you and the Purchaser you will be responsible for:
(a) ensuring that the Purchaser agrees to and is bound by your conditions of sale; and
(b) any and all dealings with the Purchaser including delivery of the Advertising Space and Services.
5.4 If BuyNowMedia’s performance of its obligations under the Agreement is prevented or delayed by any act or omission by you, your agents, sub-contractors or employees, BuyNowMedia shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
5.5 You shall be liable to pay to BuyNowMedia, on demand, all reasonable costs, charges or losses sustained or incurred by BuyNowMedia (including but not limited to any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Agreement or your contract with the Purchaser, subject to BuyNowMedia confirming such costs, charges and losses to you in writing.
5.6 You shall not, without the prior written consent of BuyNowMedia, at any time from the date that the Services were provided to the expiry of six months after the last date of supply of the Services, solicit or entice away from BuyNowMedia or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the BuyNowMedia in the provision of the Services.

5.7 You hereby agree that once a Purchaser has placed a bid on your Advertising Space and Services, you shall not deal or attempt to deal with that Purchaser in relation to that Advertising Space or Services, in any way, other than through the Website and in accordance with these Terms.

6. Charges and payment
6.1 BuyNowMedia shall be responsible for collecting from the Purchaser and paying to you the Purchase Price (less the Fees) for each successful sale of your Advertising Space and Services and payment shall be made on the terms set out in the Schedule.

6.2 In consideration of BuyNowMedia providing the Services to you, you shall pay to BuyNowMedia the Fees defined in the Schedule.
6.3 All Fees and any other sums payable to BuyNowMedia under the Agreement shall become due immediately on its termination, despite any other provision. This condition 6.3 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
6.4 You shall pay all sums due to BuyNowMedia without set-off or deduction.

7. Intellectual property rights
7.1 All Intellectual Property Rights and all other rights in the Pre-existing Materials shall be owned by BuyNowMedia. Subject to condition 7.2, BuyNowMedia licenses all such rights to you free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable you to make reasonable use of the Services. If this Agreement is terminated, this licence will automatically terminate.
7.2 You acknowledge that, where BuyNowMedia does not own any Pre-existing Materials, your use of rights in Pre-existing Materials is conditional on BuyNowMedia obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle BuyNowMedia to license such rights to you.
7.3 When you provide BuyNowMedia with In-Put Materials for use by BuyNowMedia on the Website, you grant to BuyNowMedia a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to use such In-Put Materials by all means and in all media solely for the purpose of providing the Services to you and in the promotion of the site.

8. Confidentiality and BuyNowMedia’s property
8.1 You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by BuyNowMedia, its employees, agents or sub-contractors and any other confidential information concerning BuyNowMedia’s business or its products which you may obtain. You shall restrict disclosure of such confidential material to such of your employees, agents or sub-contractors as need to know the same for the purpose of discharging your obligations to BuyNowMedia or to the Purchasers in relation to your Advertising Space and Services, and you shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind you.
8.2 This condition 8 shall survive termination of the Agreement however arising for a period of 12 months.

9. Limitation of liability - YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
9.1This condition 9 sets out the entire financial liability of BuyNowMedia (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:
(a) any breach of the Agreement;
(b) any use made by you of the Services; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
9.3 Nothing in these Conditions limits or excludes the liability of BuyNowMedia:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by the BuyNowMedia.
9.4 Subject to condition 9.2 and condition 9.3:
(a) BuyNowMedia shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated earnings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) BuyNowMedia’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall be limited to the value of the Fees payable by you in respect of the disputed transaction.
9.5 You acknowledge and agree that:

(i) while BuyNowMedia endeavours to ensure the Website is normally available 24 hours a day, BuyNowMedia shall not be liable if for any reason the Website is unavailable at any time for any period; and

(ii) access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the control of BuyNowMedia and that we do not give any warranties about the availability of our Services.
9.6 You acknowledge and agree that BuyNowMedia has no control over, does not guarantee and you will not hold BuyNowMedia responsible for:
(i) your ability to sell your Advertising Space and Services;
(ii) whether a Purchaser will complete a transaction;

(iii) any transaction entered into between you and a purchaser with whom you have made contact through the Website, but which transaction is not conducted through the Website;

(iv) any transactions concluded with a Purchaser whom you do not wish to accept advertising from in the event that you have opted out of receiving email alerts in accordance with 10.1 below.
9.7 You further acknowledge and agree that:

(i) the Services provided to you by BuyNowMedia offer a platform for you to sell and Purchasers to buy your Advertising Space and Services and that BuyNowMedia is not party to the transaction between you and the Purchaser;

(ii) you will not hold BuyNowMedia responsible for the actions or inactions of Purchasers or the content of their Advertising Material; and

(iii) if you have a dispute with any Purchaser, you release BuyNowMedia (and its officers, directors, agents, subsidiaries and employees) from all and any claims, demands and damages (actual and consequential) arising out of or in any way connected with such disputes.

10. Rejection of Advertising

10.1Upon the closing of an sale, we shall send to you by email confirmation of the winning bid including details of the Purchaser and the Purchase Price.

10.2 Should you wish to reject advertising from the Purchaser, you may do so within 24 hours after the sale has closed by contacting BuyNowMedia by phone (0207 478 2400) or email to admin@buynowmedia.com .However, if BuyNowMedia has not received notice of your rejection within that 24 hour period, you will be contracted to accept the Purchaser’s offer and be liable to pay to us, the Fees.

10.3 You also have the right to refuse a Purchaser’s Advertising Material if it does not comply with your product specification as supplied in your Input Material (so long as that specification was clearly made available to the Purchaser) or should you feel that it may impact negatively on you in any way. To exercise this right to reject Advertising Material, you must contact BuyNowMedia, by phone or email, within 24 hours of receiving the Advertising Material. After such 24 hour period you will be contracted to accept the Advertising Material and liable to pay BuyNowMedia’s Fees.

10.4 Should you reject a Purchaser’s offer or their Advertising Material in accordance with clauses 10.2 and 10.3 above, the Purchase Price shall not be payable by the Purchaser (and BuyNowMedia shall not be liable to pay to you the Purchase Price) and you will not be liable to pay to BuyNowMedia the Fees.

For the avoidance of doubt, if you opt out of receiving email alerts from us or do not inform is of a change to your contact details, you shall not hold us responsible for any unwanted or unsuitable Purchasers or Advertising Material and shall remain liable to accept the Purchasers offer and to pay to BuyNowMedia the Fees.

11. Data protection
11.1 The Website enables you to share information with Purchasers (including financial information) in order for you to complete any sale of your Advertising Space and Services.

11.2 You hereby warrant and undertake that you will only use details gathered via the Website in accordance with the Data Protection Act 1998 and that you will only process such data for the purpose of concluding any transaction through BuyNowMedia.

11.3 You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of BuyNowMedia in connection with the Services and in accordance with its Privacy Policy, available on request.

12. Termination

12.1 Without prejudice to any other rights or remedies which the parties may have, BuyNowMedia may terminate the Agreement without liability to you immediately on giving notice to you if:
(a) you commit a material breach of any of the terms of the Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach; or
(b) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order against you; or
(c) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of your assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of you, or if any other person takes possession of or sells the your assets; or
(e) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way; or
(f) you cease, or threaten to cease, to trade; or
(g) you take or suffer any similar or analogous action in any jurisdiction in consequence of debt.
12.2 On termination of the Agreement for any reason:
(a) you shall immediately pay to BuyNowMedia all of the BuyNowMedia's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, BuyNowMedia may submit an invoice, which shall be payable immediately on receipt;
(b) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

13. Force majeure
BuyNowMedia shall have no liability to you under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

14. Variation
You acknowledge and agree that it may be necessary for us to amend the Terms of this Agreement and that any such amendments shall be notified to you by email. We will ask you to confirm your acceptance of the amended term but in the absence of your confirmation of acceptance, your continued use of the Website after receiving our email notification shall constitute acceptance of such amended terms.

15. Waiver
A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

16. Severance
16.1 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

17. Assignment
17.1 You shall not, without the prior written consent of BuyNowMedia, such consent not to be unreasonably withheld or delayed, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
17.2 BuyNowMedia may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

18. No partnership or agency
Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Rights of third parties
The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

20. Notices
Notice given under the Agreement shall be in writing, sent for the attention of the person, and to the post address, email address or fax number, given in the Agreement (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by email or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax and email, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 19 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax or email, to the fax number or email address of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

21 Governing law and jurisdiction
21.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England.
21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter.

Signed on behalf of _____________ Signed on behalf of _______________________ BuyNowMedia

Print Name: _____________________ Print name:_________________________

Date: _____________________ Date: _______________________

Please sign and keep a copy for your own records and send a signed copy to:

Paul Mann, BuyNowMedia, Denman House, 20 Piccadilly, London, W1J 0DG