Sommelier Wine Awards Terms & Conditions
TERMS APPLICABLE TO: IMBIBE MEDIA LTD SWA WINE ENTRIES
These terms apply where both Imbibe Media Ltd registered number 08462391 (“Imbibe Media Ltd”) and Submitter have completed a Sommelier Wine Awards entry form online (the completed version of which is referred to as the “Entry Form”). These terms are incorporated by reference into the Entry Form which, together with these terms, constitute a binding agreement between the parties (this “Agreement”) in respect of Imbibe Media Ltd supply of Services to the Submitter.
Any expression which is defined in the Entry Form shall, except where expressly defined below, have the same meaning in these terms.
“Submitter” means the client who is entering the wines into the Sommelier Wine Awards;
“Wine entries” means an indefinite amount of wines entered into the Sommelier Wine Awards;
“Entry information” means the information provided by the Submitter
“Day” means any day (other than a Saturday, Sunday or public holiday) on which the banks in the City of London are open for business;
“Deadline for entries” means the final time that an entry to the Sommelier Wine Awards can be received;
“End Date” means the date of publication of the results of the Sommelier Wine Awards;
“Medium” means the print or online publication taking the booking;
“Imbibe site” means the Imbibe / SommelierWineAwards website(s) onto which a Wine Entry is submitted;
“Service” means the services provided by Imbibe Media Ltd to the Submitter pursuant to this agreement;
2 TERM AND TERMINATION:
2.1 This Agreement shall commence on the date the Entry Form [SWA Entry] is submitted online by the Submitter and shall continue until the End Date, unless terminated earlier in accordance with these terms.
2.2 Either party may immediately terminate the Agreement by written notice to the other (“Defaulting Party”) if that Defaulting Party:
(a) Materially breaches this Agreement (including any failure to make payment when due) and the Defaulting Party fails to remedy that breach within 2 Days of receiving notice to do so; or
(b) Suspends or threatens to suspend payment of its debts or is unable or is deemed unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, becomes insolvent or has an application or order made for the appointment of an administrator, administrative receiver or other comparable officer; or
(c) Commences negotiations with its creditors with a view to rescheduling or compromising its debts; or
(d) Suspends or ceases trading or threatens to do so; or
(e) Is served with a notice of petition for winding up.
2.3 Imbibe Media Ltd reserves the right to omit or suspend a Wine Entry/ies at any time for good reason, without liability to the Submitter and shall notify the Submitter as soon as possible. If such omission or suspension is due to the act or default of the Submitter, the Submitter or their respective agents, then the Submitter shall pay for the Wine Entries in full.
2.4 Upon expiry of the notice of termination:
(a) Imbibe Media Ltd shall immediately remove the Wine Entry/ies from the Sommelier Wine Awards competition;
(b) The Submitter shall immediately pay Imbibe Media Ltd all of Imbibe Media Ltd outstanding unpaid invoices and interest and, in respect of any Services for which no invoice has been submitted, Imbibe Media Ltd may submit an invoice, which will be immediately payable upon receipt;
(c) The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive termination, shall not be affected. On termination of this Agreement, provisions 2, 5, 6, 8, 10 and 19 shall survive and continue in full force and effect.
3 ENTRY INFORMATION
3.1 Wine Entries must be supplied by the Submitter without application from Imbibe Media Ltd. If Wine Entries are not received by the agreed date as stipulated on the site, no guarantee can be given that any Wine Entries will be judged in the competition. The Submitter will be deemed to have authorised Imbibe Media Ltd to enter the wines as per the details on the Entry Form.
3.2 Wine Entries delivered must conform to the specifications as detailed on the Entry Form.
3.3 Wines Entries must be fully finished wines, not barrel samples. Temporary labels are acceptable.
3.4 Where a Wine Entry has been accepted by Imbibe Media Ltd, Imbibe Media Ltd reserves the right to charge the full price for the Wine Entry should the Wine Entry fail to arrive before the Deadline for Bottle Submission.
4.1 If the Submitter has entered 5 Wine Entries or less this must be paid by debit/credit card online at the time of submission.
4.2 If the Submitter has entered 6 Wine Entries or more, save as otherwise expressly provided in this Agreement, Imbibe Media Ltd shall invoice the Submitter within three working days of the online submission. Submission will not be finalised until payment has been received.
4.3 The Submitter shall not be entitled to make any set off or deductions from any sum invoiced by Imbibe Media Ltd without written consent. Imbibe Media Ltd may, without any prejudice to any other rights it may have, set off any liability of the Submitter to Imbibe Media Ltd against any liability of Imbibe Media Ltd to the Submitter.
4.4 All prices of each Wine Entry shall be exclusive of VAT unless otherwise stated in this Agreement and Imbibe Media Ltd shall add VAT to its invoices at the appropriate rate.
4.5 Time for payment shall be of the essence of the Agreement. All payments must be received prior to the Payment Deadline, 12 February 2017 for 2017 competition, for the Wine Entries to be included in the competition.
4.6 The Submitter acknowledges and agrees that without prejudice to any other right or remedy that Imbibe Media Ltd may have, Imbibe Media Ltd shall be entitled to (a) charge the Submitter interest on any late payments on a day to day basis from the date on which payment fell due to the actual rate of payment (both dates inclusive) at the statutory interest rate as defined in the Late Payment of Commercial Debts (Interest Act) 1998 as amended and (b) suspend all Services until payment has been made in full.
4.7 Prices published by Imbibe Media Ltd from time to time are subject to revision at any time and orders are accepted on the condition that the price binds Imbibe Media Ltd only in respect of the period specified in the applicable rate card.
5 INTELLECTUAL PROPERTY
5.1 The Submitter grants to Imbibe Media Ltd a licence free of charge on a non-exclusive worldwide basis for the term of this Agreement to use all of its intellectual property rights (including without limitation trademarks, copyright, design rights etc.) contained in the Entry Information in the Sommelier Wine Awards, and otherwise, for the purpose of fulfilling its obligations under this Agreement. The licence contained in this clause 5.1 shall terminate if this Agreement terminates.
5.2 Subject to clause 5.1, Imbibe Media Ltd shall own all intellectual property rights in any Copy which Imbibe Media Ltd creates for the Submitter. The Submitter may use the Copy with written permission from Imbibe Media Ltd.
6.1 Save with the written consent of Imbibe Media Ltd, the Advertiser and the Submitter shall keep in strict confidence all customer/contact lists, technical or commercial know-how, specifications, inventions, business methods, processes or initiatives which are of a confidential nature and have been disclosed to the Submitter by Imbibe Media Ltd, its employees, agents or sub-contractors, and any other confidential information concerning Imbibe Media Ltd business or its services which the Submitter may obtain. The Submitter shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging the Submitter’s obligations to Imbibe Media Ltd, and shall ensure that such employees are subject to obligations of confidentiality corresponding to those which bind the Submitter. Furthermore, the Submitter shall not use any of the information given to it by Imbibe Media Ltd to make a secret profit or use any such information for its own benefit or in any way which may prejudice the interests of Imbibe Media Ltd. This clause shall survive the termination or expiry of this Agreement.
6.2 The Submitter acknowledges and agrees that Imbibe Media Ltd may advertise or disclose to third parties that it is providing the Services to the Submitter.
7 INJUNCTIVE RELIEF
7.1 The Submitter agrees that damages alone will not adequately remedy for the breach of any of the provisions of this Agreement and accordingly that, without prejudice to any other rights and remedies available, Imbibe Media Ltd shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement.
8 WARRANTIES & INDEMNITIES
8.1 The Submitter warrants that the Submitter contracts with Imbibe Media Ltd as principal notwithstanding that the Submitter may be acting directly or indirectly for the Supplier as a producer to a wine agent or in some other representative capacity. Where the Submitter is the Supplier agent the Submitter warrants that it is authorised by the Wine Producer to place the Wine Entry with Imbibe Media Ltd.
8.2 The Submitter warrants that all Campaign Assets which it supplies to Imbibe Media Ltd for use in the competition are legally or beneficially owned by the Submitter and do not infringe the rights of any third party.
8.3 If any Wine Entry submitted for competition contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or Entry Information by which any living person is or can be readily be identified, the Submitter warrants that the Submitter has obtained the authority of such living person to make use of such name, representation and/or Entry Information.
8.4 The Submitter is solely responsible for fulfilling and dealing with sending bottles for Wine Entries to Sensible Wine Services and hold Imbibe Media Ltd harmless accordingly.
8.5 The Submitter shall indemnify and keep indemnified Imbibe Media Ltd and its directors, employees and contractors from and against any loss or damage (including, without limitation, legal costs), incurred by any of the indemnified parties as a result of any breakages and/or as a consequence of any breach by the Submitter of the terms of this Agreement including any infringement or alleged infringement of any third party’s intellectual property rights.
9.1 Imbibe Media Ltd reserves the right to modify the wording of any Wine Entry so that it is in line with other Wine Entries.
9.2 Changes to any Wine Entry must be confirmed in writing by the Submitter and before the end of the Bottle Delivery Deadline, 7 February 2017 for the 2017 SWA. Charges may be incurred for amendments made after the Online Entry Deadline.
9.3 If a Wine Entry is submitted and does not comply with the Eligibility guidelines published on the site, or Imbibe Media Ltd receives complaints regarding a Wine Entry, Imbibe Media Ltd may, at its discretion, remove the Wine Entry from display without reference or liability to the Submitter. An administration charge of 50% will be incurred. Products will be retained by the organisers.
9.4 After Submission, a Wine Entry may be withdrawn by the Submitter providing written instructions are received by Imbibe Media Ltd at [email protected] before the Deadline for online entry submission has passed, the 25 January 2017 for the 2017 competition. In such cases, Imbibe Media Ltd will agree to credit the Submitter.
10 LIMITATION OF LIABILITY
10.1 If Imbibe Media Ltd performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Submitter, its agents or employees, Imbibe Media Ltd will not be liable for any costs, charges or losses sustained or incurred by the Submitter arising directly or indirectly from such prevention or delay.
10.2 Imbibe Media Ltd shall not be liable (except in respect of death or personal injury resulting from negligence or for any damage or liability incurred by Submitter as a result of fraud or fraudulent misrepresentation by Imbibe Media Ltd) for any loss or damage (including loss of profits, loss of business, loss of use, loss or corruption of data or any special, indirect, consequential or pure economic loss) arising out of or relating to this Agreement or otherwise.
10.3 Imbibe Media Ltd disclaims all warranties (express or implied) including but not limited to, implied warranties of satisfactory quality in relation to the Services, the use of the Wine Entry and the results of its use. Without limiting the foregoing, Imbibe Media Ltd specifically disclaims any warranty:
(a) that the provision of Service will be uninterrupted or effort free; and
(b) that there will be no defects in the Wine Entry: and
(c ) that any results in the SWA guide created will be correct, accurate and not misleading.
10.4 To the extent that Imbibe Media Ltd is liable to the Submitter under this Agreement, Imbibe Media Ltd liability will be limited to losses directly arising to the Submitter from Imbibe Media Ltd act or omission or breach of obligations to the Wine Entries and or Sommelier Wine Awards and except as provided in this Agreement, Imbibe Media Ltd maximum aggregate liability to the Submitter in contract tort or otherwise (including but not limited to, liability for any negligent act or omissions) for damages which are not otherwise limited or excluded under this Agreement shall not exceed 100% of the amount the Submitter is invoiced by Imbibe Media Ltd pursuant to this Agreement.
10.5 Neither party shall be liable under this Agreement on account of strikes, riots, insurrection, fires, flood, storms, explosions, terrorist activity, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the control of such party.
10.6 If the Submitter has any concerns about the Services provided to it, the Submitter should raise these first in writing with the Imbibe Media Ltd Account Manager.
11 SEVERABILITY & WAIVER
11.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
11.2 Any waiver of any right under this Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that right or remedy.
12 ENTIRE AGREEMENT & NON-RELIANCE
12.1 Each of the parties acknowledges and agrees that, in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement (as amended in accordance with clause 15.1).
13 ASSIGNMENT & THIRD PARTIES
13.1 The Submitter shall not, without the prior written consent of Imbibe Media Ltd, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Imbibe Media Ltd may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.2 This Agreement shall be binding on, and inure to the benefit of, the parties’ successors in title.
13.3 No party shall acquire rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
14 NO PARTNERSHIPS ETC
14.1 Nothing in this Agreement is intended to, or shall operate to, create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other.
15 VARIATION & CONFLICT
15.1 This Agreement (including the Entry Form) may only be varied by way of agreement in writing between both Imbibe Media Ltd and the Submitter,
15.2 If these is any conflict between these Terms and the Entry Form (as amended from time to time), the Entry Form shall prevail.
16.1 Save as otherwise expressly set out in this Agreement any notice required to be given may be sent by post, delivered personally, sent by fax or email to the party in question. Addresses for the service of notices shall be:
(a) Imbibe Media Ltd: the trading office, fax number or Account Manager Email address as set out in the Entry Form or as notified to the Submitter in writing from time to time; and
(b) Submitter: the Submitter’s Address, fax number or Submitter Contact Email address as set out in the Entry Form or as notified by the Submitter from time to time.
16.2 Information sent over the internet is not entirely secure or reliable. However, unless a party receives a notification that an email has failed to reach the other party’s email address, the email shall be deemed to have reached the other party on the date it was sent.
17 LAW & JURISDICTION
17.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales shall have jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
© Imbibe Media Ltd October 2016