1. Definitions and interpretation

1.1 In this Agreement:

“Acceptance Email” means an email sent by the Publisher in accordance with Clause 2.4 confirming that an applicant has been accepted as an Advertiser;

“Advertiser” means the person (natural or legal) specified as the applicant for Advertiser Services on the Registration Form;

“Advertiser Content” means the advertisements and other content submitted by the Advertiser to the Publisher for publication on the Website (which must be submitted in such form as is specified on the Website);

“Advertising Services” means the advertising services selected by the Advertiser using the Registration Form as defined on the Website;

“Agreement” means the agreement between the Publisher and the Advertiser incorporating these Website Advertising Terms, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

“Business Day” means any week day, other than a bank or public holiday in England;

“Business Hours” means between 09:00 and 17:30 on a Business Day;

“Charges” means the amounts payable by the Advertiser to the Publisher under or in relation to this Agreement (as set out on the Website from time to time, and subject to any special offers detailed on the Website);

“Effective Date” means the date of issue of the Acceptance Email;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including hacker attacks, virus and other malicious software attacks or infections, failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Prohibited Content” means content which:

(a) breaches any applicable laws, statutes or regulations;

(b) infringes any third party Intellectual Property Rights or other rights;

(c) is liable to give rise to a cause of action against the Publisher or the Advertiser under any applicable law; or

(d) breaches the CAP Code published by the Advertising Standards Authority.

“Publisher” means Catherine North, T/A Hereford Mums, 51 Wellington Place, Hereford, HR1 1SW

“Registration Form” means the booking form on the Website enabling users to apply to become Advertisers;

“Term” means the term of this Agreement; and

“Website” means the website at and any successor website operated by the Publisher from time to time.

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of this Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of this Agreement; it follows that a general concept or category utilised in this Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. The Agreement

2.1 In order to apply to become an Advertiser, the applicant must:

(a) complete and submit the Registration Form (and accept these Website Advertising Terms);

(b) submit payment of any required Charges; and

(c) send to the Publisher any Advertiser Content which cannot be submitted using the Registration Form.

2.2 The Advertiser agrees that the provisions of Regulations 9(1)(c) and 11(1)(b) of the Electronic Commerce (EC Directive) Regulations 2002 will not apply to contracts made under these Website Advertising Terms.

2.3 After submission of a Registration Form, the Advertiser will receive a message on the Website acknowledging receipt of the Registration Form. For the avoidance of doubt, this does not constitute the Publisher's acceptance of the application.

2.4 The Agreement will come into force if and when the Publisher sends to the Advertiser the Acceptance Email (following the submission of a Registration Form, payment and Advertiser Content by the Advertiser).

2.5 Subject to any renewal of the Term agreed between the parties, the Agreement will continue in force until the completion of all Advertising Services upon which it will terminate automatically, unless terminated earlier in accordance with Clause 8.

2.6 In the event that after the termination of the Agreement the parties agree to the provision of further advertising services, then unless the parties expressly agree otherwise those advertising services will be provided subject to these Website Advertising Terms.

2.7 For the avoidance of doubt, the Publisher may refuse to enter into this Agreement (and will not send the Acceptance Email) if in the Publisher's opinion the Advertiser Content is unsuitable for publication on the Website, whether or not it would breach the provisions of Clause 3.3. In these circumstances, the Publisher will refund any amounts paid by the Advertiser within 30 days following the date of payment.

3. Advertising Services

3.1 During the Term, the Publisher will provide the Advertising Services to the Advertiser.

3.2 The Advertiser grants to the Publisher a non-exclusive, worldwide, royalty-free licence to publish the Advertiser Content on the Website as contemplated by this Agreement.

3.3 The Advertiser warrants and undertakes:

(a) to ensure that all services and products advertised in the Advertiser Content are of interest to pre- and post-natal women and/or children under 5;

(b) to ensure that all Advertiser Content is accurate and fair;

(c) to ensure that Advertiser Content does not consist of, contain, or link to any Prohibited Content;

(d) promptly to request the removal or editing of any Advertiser Content which ceases to be accurate and fair, or becomes Prohibited Content, for whatever reason;

(e) promptly to update any Advertiser Content or other information concerning the Advertiser held by the Publishers when necessary; and

(f) to ensure that the Advertiser Content is of a quality commensurate with the content published on the Website generally.

3.4 The Publisher will use reasonable endeavours to maintain the availability of the Website and the availability of the published Advertiser Content during the relevant period (subject to scheduled maintenance and any Force Majeure Event affecting the Publisher or the Publisher's appointed hosting services provider) but the Publisher does not guarantee 24/7 availability.

3.5 The Publisher reserves the right to suspend the publication of any Advertiser Content or remove any Advertiser Content from the Website at any time where it reasonably determines that the content breaches this Clause 3.

4. Charges and payment

4.1 Charges must be paid by via PayPal or by cheque. The Advertiser must pay the Charges upon the submission of the Registration Form (if paying by PayPal) or in cleared funds within 10 days of the submission of the Registration Form (if paying by cheque).

4.2 The Publisher will upon request issue an invoice for the Charges following receipt of payment in cleared funds.

4.3 The Publisher is not registered for VAT, and will not charge VAT to the Advertiser.

4.4 If the Advertiser does not pay any amount properly due to the Publisher under or in connection with this Agreement, the Publisher may:

(a) charge the Advertiser interest on the overdue amount at the rate of 5% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or

(b) claim interest and statutory compensation from the Advertiser pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5. Warranties

5.1 The Advertiser warrants to the Publisher that it has the legal right and authority to enter into and perform its obligations under this Agreement.

5.2 The Publisher warrants to the Advertiser:

(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;

(b) that it will perform the Advertising Services under this Agreement with reasonable care and skill.

5.3 All of the Publisher's liabilities and obligations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law and subject to Clause 7.1, no other conditions, warranties or other terms concerning the subject matter of this Agreement will be implied into this Agreement.

6. Indemnity

The Advertiser will indemnify the Publisher and will keep the Publisher indemnified against all damages, losses and expenses (including legal expenses and any amounts paid upon legal advice in settlement of a legal action) arising as a result of any breach by the Advertiser of Clause 3.3 of this Agreement.

7. Liability

7.1 Nothing in this Agreement will exclude or limit the liability of either party for:

(a) death or personal injury caused by that party's negligence;

(b) fraud or fraudulent misrepresentation on the part of that party; or

(c) any other liability which may not be excluded or limited under applicable law.

7.2 Subject to Clause 7.1, the Publisher's liability to the Advertiser under or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

(a) the Publisher will not be liable for any: loss of profits, income or anticipated savings; loss or corruption of any data, database or software; reputational damage or damage to goodwill; loss of any commercial opportunity; or indirect, special or consequential loss or damage;

(b) the Publisher will not be liable for any losses arising out of a Force Majeure Event; and

(c) the Publisher's liability in relation to any event or series of related events will in no circumstances exceed the total amount paid (or, if greater, payable) by the Advertiser to the Publisher under this Agreement during the immediately preceding 12 month period.

8. Termination

8.1 The Publisher may terminate this Agreement at any time by giving at least 30 days' written notice to the other party.

8.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of this Agreement; or

(b) fails to pay any amount due under this Agreement upon the due date.

8.3 Either party may terminate this Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

9. Effects of termination

9.1 Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 4.4, 5.3, 6, 7, 9 and 10.3 to 10.9.

9.2 Termination of this Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

9.3 If this Agreement is terminated by the Publisher under Clause 8.1, the Advertiser will be entitled to a refund of any amounts paid to the Publisher in respect of Advertising Services which were to have been provided after the effective date of termination. Such amount will be calculated by the Publisher using any reasonable methodology. Save as provided in this Clause 9.3, the Advertiser will not be entitled to any refunds or release from any liability to pay Charges upon the termination of this Agreement.

10. General

10.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).

The Publisher:
Catherine North,
Hereford Mums, 51 Wellington Place, Hereford , HR1 1SW