The following terms and conditions ("Sponsoring Terms and Conditions") are deemed to be incorporated into each order for Sponsoring ("Sponsoring Order") accepted by Skymark Packaging Solutions Limited ('Skymark'):
Formation and Contents of Contract
1. All Sponsoring Orders accepted for publication on the Website and the Bags by Skymark are accepted subject to these Terms and Conditions. By completing the Advertisement Order the Buyer acknowledges that no terms and conditions other than those set forth in the Sponsoring Order or these Sponsoring Terms and Conditions will be binding on Skymark unless expressly agreed to in writing by an authorised representative of Skymark. If there is any inconsistency between the Sponsoring Order and these Terms and Conditions these Terms and Conditions will prevail.
2. In the Sponsoring Order and these terms and Conditions
"Sponsor" means the person named as such in the Sponsoring Order whose goods or services are advertised;
"Advertisement" means the advertisement to be displayed on the Website and the Bags in accordance with the Sponsoring Order;
"Agreement" means the agreement created by the acceptance by Skymark of an Sponsoring Order and includes these Terms and Conditions
"Bags" means the bags to be printed and distributed by Skymark as referred to in the Sponsoring Order.
"Buyer" means the person (if any) named as such in the Sponsoring Order placing the order for the display of the Advertisement on behalf of the Sponsor;
"Content" means the contents of the Advertisement (including all contents, links, trademarks and brand features contained therein).
"Linked Website" means any website to which links are provided in the Content
"Website" means the Skymark website the URL of which the URL is http://www.millionbag4life.com
3. All Sponsoring Orders are accepted for publication subject to sufficient space remaining on the Bags. The Sponsor cannot cancel the Sponsoring Order or resell, assign or transfer any of its rights under the Sponsoring Order without the written consent of Skymark.
4. If the Buyer is not the Sponsor the Buyer warrants that the Buyer contracts with Skymark both as principal on its own behalf and as agent for the Sponsor and warrants that the Buyer has the authority of the Sponsor to do so.
Terms of Payment
5.1 The Sponsor shall make the payments specified in the Sponsoring Order.
5.2 The Sponsor must have paid any outstanding invoices before the Sponsoring will appear on the Website or the Bags.
5.3 The Sponsor must pay at the rates prescribed by law all VAT (and any similar sales tax (if applicable)) on the amounts due under the Sponsoring Order.
Content and Linked Websites
6 The Sponsor will provide the Content (including GIF or JPEG files) by the date specified in the Sponsoring Order, in accordance with Skymark's requirements set out in these Terms and Conditions and in the Sponsoring Order, including (without limitation) the manner of transmission to Skymark and such technical specifications as Skymark may require from time to time. Skymark will not be required to publish any Advertisement that has not been received in accordance with such requirements and shall not be obliged to make any refund in respect of such non-publication.
7. The Sponsor warrants and represents to Skymark that:
7.1 It has the right to publish all of the Content, only once and for this limited project and can grant to Skymark such right, and that such publication will not: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law or regulation.
7.2 Neither the Content nor any Linked Website contain anything that is defamatory, discriminatory, illegal, obscene, false or misleading.
7.3 The Sponsor has complied and will comply with the codes of practice issued by the Committee of Sponsoring Practice in the UK and all other relevant industry codes of practice and the Content and any Linked Website will also comply with such codes.
7.4 Neither the Content nor any Linked Website constitute an invitation or inducement to engage in investment activity within the meaning of the Financial Services and Markets Act 2000.
7.5 The Sponsor will neither collect or use personal information through the Content or any website to which links are provided in the Content without permission from the user nor combine nor co-mingle, compare or match any information that the Sponsor may legally collect via the Content on the Website or any website to which links are provided in the Content with any personal information, clickstream or cookie information that the Sponsor may have.
8 The Sponsor agrees to indemnify and keep indemnified Skymark and hold Skymark harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred by Skymark in connection with any claims, actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading Sponsoring or breach of any industry Sponsoring codes or sales practices) arising from a breach of clause 7 or the Content or any Linked Website.
9 The Sponsor hereby grants to Skymark a world-wide, non-exclusive, licence to reproduce and display the Content on the Bags and the Website in accordance with the Sponsoring Order and these Sponsoring Terms and Conditions, and only for the purpose of this limited launch.
10 Unless the Sponsoring Order provides otherwise the positioning of advertisements on the Bags and the Website is at the sole discretion of Skymark, and Skymark will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Sponsor.
[11 The Sponsor grants to Skymark the express right to reproduce throughout the world screen shots of all or part of the Website containing all or part of any of the Content on or in any promotional or Sponsoring material or campaign promoting or Sponsoring Skymark]
12 If the Sponsor wishes to change the Contents,
12.1 amendments to the Contents to be displayed on the Bags must be provided to Skymark in accordance with clause [xx] not later than the final date specified in the Sponsoring Order after which no changes to the Bags can be accepted. .
12.2 amendments to the Contents to be displayed on the Website may be accepted at Skymark's sole discretion, subject to the Sponsor accepting all costs incurred in amending the Website.
13 All Content is subject to Skymark's approval. Skymark does not undertake to review the Content and any such review of and/or approval by Skymark will not be deemed to constitute an acceptance by Skymark that the Content complies with these Terms and Conditions nor a waiver of Skymark's rights hereunder. Skymark reserves the right at any time in its absolute discretion to:
13.1 Reject or cancel any Content or any part thereof; and/ or
13.2 Remove any Advertisement from the Website.
Usage of the Website
14 The Sponsor acknowledges that Skymark has not made any guarantees with respect to usage statistics for the website.
Limitation of Liability
15.1 Skymark will take all reasonable care to avoid mistakes but Skymark does not accept liability for any errors or omissions due to the acts or defaults of third parties or sub-contractors or due to any other acts, circumstances or defaults beyond its reasonable control. The Content having been provided in electronic form by the Sponsor Skymark shall not be liable for any errors or omissions in the advertisement.
15.2 The parties acknowledge that the limitations of the printing process mean that the Content may not appear as sharp on the Bags as on the website.
15.3 Skymark shall have no responsibility if the Advertisement is not published on the Bags or the Website on the agreed date as a result of strike, lock-out, fire, storm, flood, riot, explosion, power failure, break-down or failure of systems or machinery or any other event beyond Skymark?s reasonable control.
15.4. Skymark shall use its reasonable endeavours to distribute the Bags and display the Advertisement on the website by the dates specified in the Advertisement Order, but time shall not be of the essence as regards those dates.
15.5 In no event will Skymark be responsible in contract, tort, negligence or otherwise, for: (a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at all any Advertisement in accordance with the Sponsoring Order.
15.6 Without limiting the foregoing, Skymark will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Skymark affecting production or delivery in any manner.
15.7 Skymark does not limit or exclude liability for death or personal injury caused by its negligence.
15.8 Each of the provisions of this clause 15 are to be construed separately and independently of the other, and if any provision of this clause 15 (or any other clause in these Terms and Conditions) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 15 (or any other clause in these Terms and Conditions) which will remain in full force and effect.
Confidentiality and Public Announcements
16.1 The provisions of the Sponsoring Order and all communications passing between the Sponsor or any of its agents and Skymark are confidential and must not be disclosed to any third party except: (a) by the Sponsor to its qualified accountants or legal advisers; (b) by Skymark to its qualified accountants or legal advisers; or (c) as otherwise agreed by the parties in writing or as otherwise required by law.
16.2 If the parties have executed a non-disclosure agreement prior to the date of this Agreement ("Non-Disclosure Agreement"), then: (a) the Non-Disclosure Agreement is hereby incorporated into this Sponsoring Terms and Conditions by reference whether or not it is attached to the Sponsoring Order; and (b) each party must comply with its obligations in the Non-Disclosure Agreement.
Miscellaneous
17 These Terms and Conditions and the Sponsoring Order (i) will be governed by and construed in accordance with, the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts; and (ii) constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties.
18 Clauses [7, 8, 9, 15 and 16] will survive any expiry or termination of these Sponsoring Terms and Conditions.
19 Any failure by Skymark to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
20 Notwithstanding any other provision in these Terms and Conditions, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
Refund and Cancellation Policy
21 The Sponsor can cancel the Sponsoring Order by giving written notice of cancellation that is received by Skymark within 14 days after the Sponsoring Order was accepted, in which case the Sponsoring Order will be cancelled and any sums paid by the Sponsor in respect of that Sponsoring Order will be refunded.