TERMS & CONDITIONS

 

  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 [12] 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 Agreement.
  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 persistent breach.
  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 Agreement.
  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 breach.
  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 binding Agreement.
  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.
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