Terms and Conditions
1 Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Provider's Materials: all documents, information and materials provided by the Provider for use by WEST MIDLANDS Constabulary which existed prior to the commencement of this agreement, including logos, photographs, promotional material and other information relating to the Provider's services.
Intellectual Property Rights: all copyright and related rights, trade marks, service marks, trade, business and domain names, rights in designs, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property right
2 WEST MIDLANDS CONSTABULARY’S obligations
2.1 On receipt of suitable material from the Provider, WEST MIDLANDS CONSTABULARY will produce a webpage using its standard template which contains the Provider's Materials and WEST MIDLANDS CONSTABULARY will notify the Provider when its webpage is live.
2.2 For the avoidance of doubt, for the purposes of clause 2.1, 'suitable material' includes photographs in a format agreed between the parties, any promotional description provided by the Provider and the Provider’s logo, address and contact details.
2.3 WEST MIDLANDS CONSTABULARY reserves the right to refuse to upload any material provided by the Provider that is immoral, offensive, obscene or illegal. All of the Provider's Materials must comply with standards laid down by all relevant advertising standards authorities.
2.4 WEST MIDLANDS CONSTABULARY offers no guarantee in relation to the number of visitors who use the webpage or impactpathways.org.uk
2.5 WEST MIDLANDS CONSTABULARY shall permit the Provider to use IMPACT Pathways brand and logo in marketing materials approved by WEST MIDLANDS CONSTABULARY in order to promote the impactpathways.org.uk website.
2.6 WEST MIDLANDS CONSTABULARY may evaluate the effectiveness of its marketing from time to time by using tracking codes, URLs and similar evaluation techniques and WEST MIDLANDS CONSTABULARY shall make this information available to the Provider on reasonable written request.
3 THE Provider’s obligations
3.1 The Provider agrees to provide in a timely manner the Provider’s Material which will be included on its webpage on WEST MIDLANDS CONSTABULARY’s IMPACT Pathways website known as impactpathways.org.uk
3.2 The Provider shall before providing the ‘suitable materials’ obtain and thereafter maintain all necessary licences and consents and comply with all relevant legislation in relation to the ‘suitable materials’ (having regard to their use on WEST MIDLANDS CONSTABULARY’s IMPACT Pathways website and otherwise) and WEST MIDLANDS CONSTABULARY’s use of the Provider's Materials.
3.3 The Provider acknowledges that by appearing on impactpathways.org.uk, this does not indicate that WEST MIDLANDS CONSTABULARY endorses the Provider's service and no representation to this effect will be made to the service users of the Provider.
3.4 The Provider is responsible for the service and facilities it provides. WEST MIDLANDS CONSTABULARY takes no responsibility for the facilities or service offered and provided by the Provider. The Provider will indemnify WEST MIDLANDS CONSTABULARY against all costs and losses incurred by the WEST MIDLANDS CONSTABULARY in connection with or as a result of any claim or demand made by a third party and arising directly or indirectly in connection with the provision of services and facilities by the Provider to that third party or any other party.
3.5 The Provider agrees to ensure that the Provider Materials relating to its services is up to date and that they will update the information and “suitable material” on their webpage in a timely manner.
3.6 WEST MIDLANDS CONSTABULARY shall not be liable for any costs, charges or losses sustained or incurred by the Provider that arise directly or indirectly from these terms and conditions, except for those circumstances set out in clause 7.
3.7 If the Provider fails to comply with these Terms, WEST MIDLANDS CONSTABULARY reserves the right to suspend its obligations under this agreement until the Provider’s breach has been rectified.
4 Intellectual property rights
4.1 All Intellectual Property Rights relating to the Provider's Materials shall be owned by the Provider. Subject to clause 5.2, the Provider agrees to license all such rights to WEST MIDLANDS CONSTABULARY free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable WEST MIDLANDS CONSTABULARY to use such materials to promote the Provider's services. If this agreement is terminated, this licence will automatically terminate.
4.2 WEST MIDLANDS CONSTABULARY acknowledges that, where the Provider does not own any of the Provider's Materials, WEST MIDLANDS CONSTABULARY’s use of rights in the Provider's Materials is conditional on the Provider obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Provider to license such rights to WEST MIDLANDS CONSTABULARY.
5 Limitation of liability
5.1 WEST MIDLANDS CONSTABULARY shall not be liable to the Provider or to any third party, whether in contract in tort (including negligence), under statute or otherwise, for indirect or consequential loss or damage.
5.2 Neither party limits its liability:
5.2.1 for death or personal injury resulting from its negligence or that of its employees, agents or sub-contractors; or
5.2.2 for fraud, fraudulent misrepresentation or dishonesty by either party, its employees, agents or sub-contractors.
5.3 All other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
6 Termination
6.1 Either party may terminate this agreement giving not less than 30 days written notice.
6.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other immediately on giving notice to the other if:
6.2.1 the other party commits a material breach of any of the material terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
6.2.2 the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
6.2.3 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
6.2.4 there is a change of control of the other party (as defined in section 574 of the Capital Allowance Act 2001).
6.3 On termination of this agreement for any reason, the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
7 Variation
No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
8 No partnership or agency
Nothing in this 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).
9 NON EXCLUSIVE AGREEMENT
Nothing in this agreement will prevent WEST MIDLANDS CONSTABULARY continuing to work with other businesses or organisations who may wish to offer a similar service to their service users.
NB: Where concerns are raised in relation to an organisations representation on this website, or where there is concern in relation to an organisations request to be represented on www.ipwm.org.uk, the IMPACT management team shall make a final decision as to whether to remove content or refuse/remove content and or membership of the site.