Section 1 : Terms of Website Use
AGREEMENT BETWEEN USER AND Whistl
The Whistl (Doordrop Media) Ltd Web Site is comprised of various Web pages operated by Whistl (Doordrop Media) Ltd.
The Whistl (Doordrop Media) Ltd Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Whistl (Doordrop Media) Ltd Web Site constitutes your agreement to all such terms, conditions, and notices.
Whistl reserves the right to change the terms, conditions, and notices under which the Whistl (Doordrop Media) Ltd Web Site is offered, including but not limited to the charges associated with the use of the Whistl (Doordrop Media) Ltd Web Site.
LINKS TO THIRD PARTY SITES
The Whistl (Doordrop Media) Ltd Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Whistl (Doordrop Media) Ltd and Whistl (Doordrop Media) Ltd is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Whistl (Doordrop Media) Ltd is not responsible for webcasting or any other form of transmission received from any Linked Site. Whistl (Doordrop Media) Ltd is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Whistl (Doordrop Media) Ltd of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Whistl (Doordrop Media) Ltd Web Site, you warrant to Whistl (Doordrop Media) Ltd that you will not use the Whistl (Doordrop Media) Ltd Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Whistl (Doordrop Media) Ltd Web Site in any manner which could damage, disable, overburden, or impair the Whistl (Doordrop Media) Ltd Web Site or interfere with any other party's use and enjoyment of the Whistl Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Whistl (Doordrop Media) Ltd Web Sites.
USE OF COMMUNICATION SERVICES
The Whistl (Doordrop Media) Ltd Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
Whistl (Doordrop Media) Ltd has no obligation to monitor the Communication Services. However, Whistl (Doordrop Media) Ltd reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Whistl (Doordrop Media) Ltd reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Whistl (Doordrop Media) Ltd reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Whistl (Doordrop Media) Ltd sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Whistl (Doordrop Media) Ltd does not control or endorse the content, messages or information found in any Communication Service and, therefore, Whistl (Doordrop Media) Ltd specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Whistl (Doordrop Media) Ltd spokespersons, and their views do not necessarily reflect those of Whistl (Doordrop Media) Ltd.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO Whistl (Doordrop Media) Ltd OR POSTED AT ANY Whistl (Doordrop Media) Ltd WEB SITE
Whistl (Doordrop Media) Ltd does not claim ownership of the materials you provide to Whistl (Doordrop Media) Ltd (including feedback and suggestions) or post, upload, input or submit to any Whistl (Doordrop Media) Ltd Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Whistl (Doordrop Media) Ltd, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Whistl (Doordrop Media) Ltd is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Whistl (Doordrop Media) Ltd sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Whistl WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Whistl (Doordrop Media) Ltd AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Whistl (Doordrop Media) Ltd WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Whistl WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
Whistl (Doordrop Media) Ltd AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Whistl (Doordrop Media) Ltd WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Whistl (Doordrop Media) Ltd AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SERVICE CONTACT : firstname.lastname@example.org
Whistl (Doordrop Media) Ltd reserves the right, in its sole discretion, to terminate your access to the Whistl (Doordrop Media) Ltd Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in San Mateo County, California, U.S.A. in all disputes arising out of or relating to the use of the Whistl (Doordrop Media) Ltd Web Site. Use of the Whistl (Doordrop Media) Ltd Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Whistl (Doordrop Media) Ltd as a result of this agreement or use of the Whistl (Doordrop Media) Ltd Web Site. Whistl (Doordrop Media) Ltd performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Whistl (Doordrop Media) Ltd right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Whistl (Doordrop Media) Ltd Web Site or information provided to or gathered by Whistl (Doordrop Media) Ltd with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Whistl (Doordrop Media) Ltd with respect to the Whistl (Doordrop Media) Ltd Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Whistl (Doordrop Media) Ltd with respect to the Whistl (Doordrop Media) Ltd Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the Whistl (Doordrop Media) Ltd Web Site are: 2014© Copyright Whistl (Doordrop Media) Ltd and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.
Section 2 : Terms of Business
Whistl (Doordrop Media) Ltd
CONDITIONS OF ACCEPTANCE
1. INCORPORATION OF CONDITIONS
1.1 These conditions shall be incorporated into all agreements between Whistl (Doordrop Media) Limited, registered in England under number 613278 (“Whistl”) and the Client and shall supersede any previous trading practice between Whistl and the Client and shall override any conditions stipulated by the Client. No amendment to these conditions shall be effective unless previously agreed in writing by authorised representatives of the parties.
2. FORMATION OF CONTRACT
2.1 The Client’s acceptance of Whistl’s quotation does not create a contract between Whistl and the Client but shall be deemed to be an offer to enter into the contract upon these conditions. A contract does not arise until either Whistl have accepted the Client’s order in writing or (if earlier) have started to perform the contract, whereupon the Client will be deemed to have accepted these conditions.
3. WHISTL’S OBLIGATIONS
3. 1 Whistl agrees to use its reasonable endeavours to distribute the items as specified according to the agreed schedule.
3.2 Unless otherwise agreed, one item will be delivered per letterbox, except where there is evidence of more than one family in a house when one item will be delivered for each family (up to a maximum of four families). No distribution will be made to commercial property.
3.3 A tolerance of 5% under or over the estimated total to be distributed is allowed within the agreed cost. If the overall total actually distributed falls short by more than 5% of the estimated total, a credit may be allowed to the Client at the contract rate per thousand unless the shortfall is caused by the Client failing to deliver sufficient goods of materials for distribution or delivering sufficient goods or materials late.
3.4 Whistl reserves the right to refuse to distribute to properties where, in its absolute discretion, it considers it would be unsafe or undesirable so to do. Distribution figures are estimates only and shall not be of the essence of the contract. Whilst Whistl will make all reasonable efforts to distribute to the total number of households in the estimated distribution figure, this figure does not imply 100% coverage of all households in the contracted area.
3.5 Where Whistl acts as agent of the Client when purchasing services from Royal Mail Group plc (“Royal Mail”) or other postal provider, the Client shall have a direct contractual relationship with that company under which that company’s terms and conditions shall apply to the service and the Client shall be responsible for compliance with such terms and conditions, including payment of any cancellation charges.
4.1 Any delays which may occur that originate with the Client or the Client’s agents or contractors are the Client’s responsibility and any extra expenses resulting from such delays will be charged in addition to the fixed price for the contract. Charges for delays, postponements and amendments are set out at www.whistl.co.uk
4.2 Whistl will do what is reasonable to achieve complete distribution within the agreed period of the distribution but it shall not be held responsible for any delay caused by weather or any other circumstances outside its own control (including, without limitation, a default, delay, non-performance or cancellation for any reason by any third party). If such a delay occurs Whistl will continue the distribution until the contracted coverage has been completed, unless the Client requires otherwise, in which case the Client will be responsible for the cost of storage, disposal, collection or return of all surplus material.
5.1 Complaints concerning non-delivery or incorrect delivery must be made in writing to Whistl within 3 weeks of the alleged non-delivery or incorrect delivery. The complaints must include the addresses involved. Complaints received after this period will not be considered. A minimum of 10 addresses within a postcode sector must be supplied in order for Whistl to investigate non-delivery.
5.2 If any complaints after investigation prove to be unfounded then Whistl reserves the right to claim from the Client the costs and expenses involved in such investigation.
6. ITEMS FOR DISTRIBUTION
6.1 Unless otherwise stated the contract price is calculated on the basis of the distribution of a single item not exceeding A4 in size and not weighing more than 12kgs for 2,000 items (Packed gross weight.) and under 5mm in depth.
6.2 The Client shall provide Whistl with a PDF copy of the item for distribution prior to the commencement of the distribution. Providing such a copy shall not relieve the Client of any of its obligations under these conditions but failure to provide a copy may result in a doordrop being declined by Royal Mail. Whistl shall not be liable for any losses, costs, charges, fees or other liabilities which the Client or any third party suffers or incurs as a consequence of Royal Mail’s decision.
7. ACCEPTANCE OF ITEMS
7.1 Whistl reserves the right to refuse to distribute any items without assigning any reason for doing so.
7.2 The Client shall fully and effectively indemnify Whistl in respect of any damages, losses, costs or expenses incurred by Whistl, or any claims, action or proceedings, threatened or actual against Whistl, arising from the nature of content of the items distributed whether such liability arises from a defect in design or breach of any third party’s intellectual property rights or if the goods fail to comply in any way with any codes, restrictions, legislative obligations or voluntary codes of practice (examples including but not limited to indecent or offensive material, material breaching ASA or other guidelines).
8.1 Clients order pursuant to clause 2 and the Client is obliged to pay the contract price in full (including any costs and charges incurred by Whistl) if the Client cancels the order. The full menu of cancellation charges can be found at Cancellation Charges
8.2 When Whistl is acting as an agent for the Royal Mail (or other postal provider), its terms and conditions governing cancellation apply.
9. PAYMENT OF INVOICES
9.1 Unless otherwise agreed in writing or incorporated within the special conditions of the Distribution Contract the contract price must be paid in full by credit or debit card without set off or deduction together with VAT at the prevailing rate, before Whistl commences distribution. Unless such payment is received Whistl shall have no obligation to carry out the distribution on behalf of the Client.
9.2 If Whistl (at its absolute discretion) does carry out the distribution
without receiving payment in full, such payment shall be due immediately and interest shall be charged for late payment from the date of non-payment (after as well as before judgement) at a rate of 8% above the base rate for the time in force of Lloyds Bank Plc.
9.3 In the event that Whistl incurs charges including, without limitation, for non-payment, bounced cheques or returned direct debits, Whistl shall be entitled to recover the amount of such charges from the Client and to charge the Client an administration fee of £25 per occurrence, with such charges and administration fee being payable to Whistl by the Client within 7 days of the date of the invoice in respect of the same.
10.1 Nothing in these conditions shall be interpreted as excluding or restricting any legal liability of Whistl for death or personal injury arising from its negligence.
10.2 Where a claim against Whistl for failure to deliver has, after the appropriate investigation, been shown to exist, Whistl’s liability for that particular failure shall not exceed the pro-rata price of such non delivery in relation to the contract price as a whole. Whistl total liability to the Client in respect of negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the contract price (exclusive of any VAT) in respect of any occurrence or series of occurrences.
10.3 The parties agree that in view of the contract price agreed and on a fair apportionment of risk Whistl shall have no liability in contract, tort (including negligence or breach of statutory duty) or otherwise (i) for any special, indirect or consequential damage of any nature whatsoever suffered by the Client whatever the cause of it, (ii) for loss of goodwill, anticipated or future profits, business, contracts, revenues or anticipated savings or (iii) for any increased costs or expenses.
10.4 Whistl gives no warranty and accepts no liability in respect of the response rate to any distribution. In particular, the Client acknowledges that the address coverage provided by Whistl is not the same as and may be more limited than the coverage normally provided by the Royal Mail or other postal provider.
11. HANDLING OF SUPPLIES
11.1 Whistl may at its discretion, for an additional charge, accept responsibility for delivering items to the point of distribution subject to the Client complying with the following stipulations:
Unless distribution is via the Royal Mail or via another postal provider, when its packing specifications apply, items must be securely parcelled in packages, weight not to exceed 12 kgs. Each package to contain a maximum of 2,000 items, bundled in 250s. If 2,000 items plus packaging would weigh more than 12 kgs or exceeds 1.5 cu ft (0.0405 cu m) the number of items per parcel is to be agreed with Whistl.
Items must be delivered to Whistl’s nominated depots, on Euro pallets, or equivalent, 48”x40” (1.2m x 1m) with a maximum gross height of 51” (1.3m) and weight not exceeding 1000 kgs, as set out in the agreed delivery instructions. Delivery of supplies after this time will incur additional delivery charges or full payment for distribution cost booked but not completed due to non-arrival of supplies.
Whistl will provide code labels or templates to be affixed by the Printer / Packer on each parcel of supplies. To preserve security no other label, except for leaflet code or serial number identification should be attached.
12. INCREASED CHARGES
12.1 If between the date of the Distribution Contract and the completion of distribution by Whistl the cost to Whistl of supplying the service necessary to fulfil its obligations increases as a result of:
12.1.1 the imposition of or liability to pay any Government taxation (whether direct or indirect taxation) under existing or future legislation which is not recovered in full from the Customer, or
12.1.2 the increase of any Employer’s contribution, in respect of his Employee’s State Security Benefits, or
12.1.3 Whistl’s compliance with governmental regulations relating to such matters as minimum wage, working time (including provision of paid holiday), or
12.1.4 the imposition of any other Governmental charge payable directly or indirectly by Whistl, or
12.1.5 an increase in the costs of delivery, petrol or transport, then Whistl shall be entitled, by written notice, to require that all such increases will be borne by the Client and the contract price will be increased accordingly.
13. LAW & JURISDICTION
13.1 The Distribution Contract is made under English law and the parties submit to the jurisdiction of the English courts.