1. Liability: You agree that RPS's liability in respect of any breach of this Agreement
shall be limited as follows: a) Where loss or damage to tangible property belonging to
you (other than any issue of the Title(s)) has been caused by RPS, RPS liability to
you in respect of or arising out thereof shall be limited to the lesser of the cost of
repairing the same or the replacement value of the same; and b) RPS shall have no
liability for any breach to the extent that its arises from Force Majeure (as defined
below) or from the act or omission of you, your employees, agents or other
representatives; save as otherwise stated in the Agreement, neither Party shall have
any liability to the other to pursuant for any consequential, indirect or incidental loss,
damage, cost or expense nor for, without limitation, loss of profits, loss of goodwill,
loss of customers or loss of anticipated savings.
2. Each Party’s maximum liability in any rolling period of  calendar months (or any
part thereof) under this Agreement in respect of all breaches by it arising in any such
period howsoever arising, shall be limited to the sum equivalent to the sums payable
under this Agreement PROVIDED THAT each party shall use its reasonable efforts
to mitigate any loss it suffers as a result of the others default.
3. The liability of either Party for death or personal injury caused by its negligence or for
any other loss resulting from any fraudulent misrepresentation on its part or any other
liability which cannot be excluded by law is not affected by anything in this
4. Indemnity: You agree to indemnify and keep indemnified RPS and/or any relevant
company within RPS group against all claims, damages, losses and costs arising out
or in connection with any matter printed or published in the Title(s) including, without
limitation, defamatory or allegedly defamatory statement contained therein or any
infringement of copyright.
5. Termination and Material Breach: Without affecting any other right or remedy
available to it and, subject to Force Majeure, either Party may terminate this
Agreement with immediate effect by giving written notice to the other Party if any of
the following circumstances occur: a) Where the other has committed a
material breach of this Agreement which is incapable of remedy (a breach will not be
incapable of remedy merely because the time of performance has passed); b)
Where the other has committed a material breach of this Agreement which is
capable of remedy and it has not been remedied within 21 days of a written notice
requiring it to do so, for the purpose of this clause, failure to pay the undisputed sums
due under this Agreement shall be treated as a material breach capable of remedy;
c) Where the other has persistently breached this Agreement providing that on
each occasion of a breach which is to be relied upon the party in breach is notified of
the breach in writing within 14 days of the breach and that it is being viewed as a
6. Warranties: Each Party warrants to the other that it has full power and authority to
enter into and perform the obligations to be performed under this Agreement and
entering into and performing this Agreement in accordance with its terms will not
result in it breaching any contract with a third party.
7. You warrant that the content provided to the RPS for publication in the Titles(s) is
legal, honest and accurate and is in accordance with the all applicable laws,
governmental regulations and codes of practice relating to the protection of
consumers, advertising, sales, promotions and/or competitions.
8. Each Party represents, undertakes, warrants and agrees that it shall comply with all
relevant legislation and codes of practice in complying with its obligations hereunder
and represents, undertakes and warrants and agrees that it shall not infringe the
intellectual property rights of any third parties or other property rights of any third
party or any like rights and will not give rise to any civil or criminal liability in
complying with its obligations hereunder.
9. Each Party represents, undertakes, and warrants and agrees that in complying with
its obligations hereunder it has complied and shall continue to comply with all
applicable laws, governmental regulations and codes of practice relating to the
protection of consumers, advertising, sales, promotions and/or competitions.
10. Both Parties do not know of nor can they foresee any reason as to why they will not
be able to comply with any of their express or implied obligations under this
11. Data Protection: In this clause “GDPR” means the General Data Protection
Regulation (EU) 2016/679 as applied, supplemented, modified and/or replaced by
the laws of England (or, where applicable, those of a relevant EU member state) from
time to time. Words and phrases which have defined meanings in GDPR.
12. In processing personal data in connection with this Agreement, each Party will
comply with its obligations under the GDPR.
13. Force Majeure: Neither Party to this Agreement shall be liable for any breach of its
obligations under it resulting from causes beyond its reasonable control including but
not limited to fires, insurrection and riots, strikes, lockouts and other industrial
disputes, embargoes, delays in transportation, inability to obtain supplies and/or raw
materials, reduction or failure of any power supply, gas or water supply, requirements
or regulations of any civil or military authority and acts and/or omissions of the other
party (an "Event of Force Majeure"). However, in the event of an Event of Force
Majeure arising, the party whose obligations or duties are suspended by virtue of the
Event of Force Majeure shall use all reasonable endeavours to mitigate the effect of
such circumstances and to carry out such obligations or duties under this Agreement
in such other way as may be reasonably practicable. Each of the Parties agrees to
give notice immediately to the other upon becoming aware of an Event of Force
Majeure, such notice to contain details of the circumstances giving rise to the Event
of Force Majeure.
14. Quality Standard: The Printer shall ensure that all material produced shall meet the
Quality Standard unless it is prevented from doing so as a result the customer supplying
material outside of the agreed specification. " Quality Standard " shall mean a quality which
an average consumer acting reasonably would not reject as being sub-standard
(notwithstanding that it may contain immaterial defects).
15. Variation: The terms of this Agreement may be varied if agreed in writing by both
Parties and by giving no less than three months’ written notice. Any variation will be
agreed in a letter of variation signed by both Parties.
16. Confidentiality: The terms of this Agreement shall remain confidential between the
Parties unless otherwise agreed.
17. Assignment: Neither Party shall not be permitted to assign or subcontract (other than
in respect of transport) or delegate to any other third party any of its express or
implied obligations hereunder save with the other Party’s prior written consent.
18. Waiver: The rights of each Party shall not be prejudiced or restricted by any
indulgence or forbearance extended to the other party and no waiver by either party
in respect of any breach shall operate as a waiver in respect of any subsequent
19. Entire Agreement: This Agreement constitutes the entire agreement and
understanding between the Parties and supersedes any previous agreement
between the Parties relating to the subject matter of this Agreement.
20. Third Parties: A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this
Agreement but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
21. Email: This Agreement may be executed by email and a emailed copy or a copy
containing a emailed signature shall be adequate to evidence and constitute a legally
22. Governing Law & Jurisdiction: This Agreement shall be governed by English Law and
it shall be subject to the exclusive jurisdiction of the English Courts.