Advertising Terms and Conditions

1. DEFINITIONS
1.1 'Fx' means Florist Exchange Ltd, 31-33 Oxford Road, West Sussex, BN11 1UT, or any subsidiary or associated company.
1.2 'Customer' is the party identified as the Customer in this agreement to whom Fx may agree to supply products & services in accordance with these terms and conditions.

2. ORDER ACCEPTANCE
2.1 Orders placed with Fx by the Customer for Advertising Space shall constitute an offer to Fx under these terms and conditions, subject to availability of the Advertising Space and to acceptance of the order by Fx authorised representative.
2.2 Orders are Accepted and Advertising Space is supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by the Fx authorised signatory.
2.3 It is agreed that these terms and conditions prevail over the Customer's terms and conditions of purchase unless these latter terms and conditions are amended by Fx in writing and signed by an Fx authorised signatory.

3. DELIVERY
Delivery is deemed to have taken place when the Advertising Space has been published online subject to clause 6 below. Fx will periodically produce and distribute a printable directory and use contents from the advertisers online advert for publication.

4. CANCELLATION, DELETION & MODIFICATION
4.1 If the customer decides to cancel their Advertising Space for any reason, no refund will be made to the customer once any advertising has been listed.
4.2 Fx reserves the right to delete any listing without reason, and without refund where either our own terms and conditions have been broken or where the customer ceases to trade or where any illegal, racist or immoral act has been, or could be committed.
4.3 Fx may modify & update Advertising Space and any information held on its App & web sites without notice
4.4 There is no limit on how often Advertising Space may be modified by the Customer, Fx provides no guarantees of how long it may take to effect such changes.

5. PRICES
5.1 All prices given by Fx at the time of order will be honoured, Errors & Omissions Excepted.
5.2 All prices are exclusive of Value Added Tax and any similar taxes. All such taxes are payable by the Customer and will be applied in accordance with UK legislation in force at the tax point date.

6. PAYMENT TERMS
6.1 Unless expressly agreed by Fx, all Advertising Space shall be paid for in advance before publication. If the option to pay monthly is taken, the customer is responsible for a minimum of twelve monthly payments, after this period 30 days notice is required to cancel and terminate future monthly payments and advertising/marketing.

6.2 If the customer cancels or ceases to trade the before completing 12 months Fx will close the account and collect any remaining outstanding payment immediately and without notice by the selected payment method.

6.3 If the customer falls into arrears on any monthly payments Fx reserves the right to cancel the monthly agreement and collect all outstanding balances due without further notice.
6.4 Fx will issue an invoice when required on receipt of cleared payment from the Customer.

6.5 Purchase orders will constitute to acceptance of an order and the Fx terms and conditions.

7. WARRANTY & GUARANTEE
7.1 Fx warrants that it has good title to or licence to supply Advertising Space to the Customer.
7.2 Fx offers no guarantee to the effectiveness of Advertising Space purchased, but will endeavour to ensure that reasonable effort is employed to attract visitors to the locations where Advertising Space is displayed.
7.3 Fx offers no guarantee that its websites or mobile App will be accessible 100% of the time. Websites or individual pages may be modified from time to time meaning they are inaccessible for short periods. Servers that hold the Advertising Space may need to be repaired, modified or backed up on occasion which could result in an interruption or reduction in speed to the service.

8. INDEMNITIES AND LIMITS OF LIABILITY
8.1 In no event shall Fx be liable to the Customer for special, indirect or consequential damage including but not limited to loss of profits arising from interruptions to the service as set out in Clause 7.3.
8.2 The Customer shall indemnify and defend Fx and its employees in respect of any claims by third parties relating to products and services ordered or purchased from the Customer.
8.3 The customer warrants that they have permission to use the Brand Names, Trading Names, Product Names and any copyrighted text and images that they display in their Advertising Space that they do not own and shall indemnify the Fx and its employees in respect of any claims by third parties relating to unauthorised use of the same.

CONTRACT
The headings in this Agreement are for the ease of reference only and shall not affect its interpretation or construction.
 
In the event of any of these terms and conditions or any part of any of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.
Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any other cause beyond its reasonable control.
Any notices or documents given hereunder by either party to the other must be in writing and may be delivered personally or by registered post and in the case of post will be deemed to have been given 2 working days after the date of posting. Documents or notices shall be delivered or sent to the addresses of the parties of this Agreement or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents or notices after the date of this Agreement.
These terms and conditions shall be governed and construed in accordance with English Law.