MAINLINE DIGITAL COMMUNICATIONS LIMITED TERMS AND CONDITIONS FOR THE SUPPLY OF MARKETING GOODS AND/OR SERVICES

1. Definitions and Interpretation

1.1 The words and expressions defined in Mainline’s Dealer Terms and Conditions ("Dealer Conditions") apply equally to these terms and conditions ("Marketing Conditions") unless the context otherwise requires.
1.2 Additionally in these Marketing Conditions: "Additional Charges" means the costs of carriage, any additional packaging, any taxes, duties or other charges levied by any Governmental or authority in respect of or by reason of the sale, delivery, export or import of the Goods, courier and messenger costs, in addition to the Price; "Approval Request Form" means the form submitted by the Buyer requesting Mainline's approval to a marketing activity proposed by the Buyer; "Goods" means all marketing related goods supplied to the Buyer by Mainline or a third party as detailed in the the Approval Request Form or otherwise agreed by Mainline in Writing; "Marketing Contract" means any agreement between Mainline and the Buyer for the supply of Goods and/or Services to the Buyer at the Price; "Marketing Support Bonus" means bonuses allocated to the Buyer for approved marketing purposes which are calculated monthly in arrears by reference to the net connections made by the Buyer in the preceding calendar month; "Price" means the price payable to Mainline by the Buyer for the Goods and/or Services, payable in accordance with Condition 5; and "Services" means the marketing related services to be provided to the Buyer by Mainline or a third party as detailed in the Approval Request Form or otherwise agreed by Mainline in Writing.
1.3 Any reference in these Marketing Conditions to a Condition or sub-Condition shall be to a Condition or sub-Condition of these Marketing Conditions.
1.4 The headings in these Marketing Conditions are for convenience only and shall not affect their interpretation.

2. Basis of Marketing Contract

2.1 These Marketing Conditions shall apply to the sale and supply of all Goods and/or Services and shall govern the Marketing Contract subject to the Dealer Conditions to the exclusion of any other terms and conditions introduced or submitted by the Buyer. In the event of any conflict the Dealer Conditions shall prevail.
2.2 No variation of these Marketing Conditions shall be binding unless agreed in Writing by Mainline and no collateral or supplemental contract may be made or construed unless confirmed in Writing by Mainline.
2.3 Any Approval Request Form submitted by the Buyer to Mainline shall constitute an offer and shall remain valid unless it is withdrawn in Writing by the Buyer.
2.4 The Marketing Contract shall be made when Mainline accepts the Buyer's Approval Request Form in Writing and not before.
2.5 Mainline may at any time without notifying the Buyer make any changes to the Goods and/or Services which do not materially affect the nature or quality of the Goods and/or Services.
2.6 Mainline's employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by Mainline in Writing. In entering into the Marketing Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed save that nothing in this Condition excludes Mainline's liability for fraudulent misrepresentation.
2.7 In the event that the Buyer wishes to cancel an Approval Request Form, it may only do so with Mainline's consent in Writing and on the terms that the Buyer shall indemnify Mainline in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred Mainline as a result of cancellation.
2.8 Any typographical, clerical or other omission in any sales literature, quotation, price list, acceptance of Approval Request Form, invoice or other document or information issued by Mainline shall be subject to correction without any liability on the part of Mainline.

3. Marketing

3.1 The Marketing Support Bonus allocated to the Buyer may be applied to marketing activity which has been approved by Mainline and which in the first instance is paid for either by:
3.1.1 Mainline directly; or
3.1.2 the Buyer in accordance with Mainline's prior acceptance of an applicable Approval Request Form;
3.2 In the event that the Marketing Support Bonus allocated to the Buyer is not applied to an approved marketing activity in accordance with these Marketing Conditions within 3 months of allocation or such period as Mainline may from time to time determine it may be withdrawn and reallocated or applied as Mainline in its entire discretion determines.
3.3 In the event that the Buyer ceases to trade with Mainline, howsoever arising, any Marketing Support Bonus or any balance on an incentive or promotion scheme allocated to the Buyer may forthwith be cancelled by Mainline and applied as Mainline in its entire discretion determines to meet its objectives. Mainline shall be entitled to invoice the Buyer for any deficit in the Marketing Support Bonus or negative balance of any incentive or promotion fund allocated to it and this invoice shall be payable immediately upon receipt by the Buyer.
3.4 It is agreed that Mainline shall incur no liability or responsibility to the Buyer as to the success, failure, delivery or effect of any of its marketing activities. No warranties are given as to any likely return in sales, profit or other benefit from any advertising and promotional activity.
3.5 All marketing activity of the Buyer for which the Buyer seeks a contribution from Mainline must be documented in a Approval Request Form and pre-approved by Mainline in Writing as to its cost, timing, nature, type of activity and relevance to Mainline's own marketing objectives. Mainline must proof/approve all or any artwork, designs, item production, print or other materials or matter before it is produced. Unless otherwise agreed in Writing any marketing activity approved by Mainline must be undertaken within 30 days of Mainline's approval in Writing for it to qualify for a contribution from Mainline.
3.6 The Buyer will be required to monitor all aspects of the marketing activity and report back in a format prescribed by Mainline on a timely basis.
3.7 The Buyer shall provide all supporting documentation required by Mainline as to the operation of the marketing activity and its costs including, but not limited to, orders, invoices, proofs and example items. For the avoidance of doubt, all supporting documentation including, but not limited to, invoices must be submitted to Mainline within 30 days of the date of any invoice issued by a supplier in relation to the marketing activity or the undertaking of the marketing activity whichever is the earlier.
3.8 In the event that any changes are made to a marketing activity by the Buyer without obtaining revised approval in Writing from Mainline, the Buyer understands that Mainline has the entire discretion to decline a claim for a contribution to such marketing activity in its entirety or to only meet such part of the cost as Mainline may determine meet its own marketing objectives.
3.9 In so far as Mainline incurs any capital expenditure as part of marketing activity and such capital items are provided to the Buyer, the Buyer acknowledges that such items remain the property of Mainline and the Buyer undertakes to keep them safe, in good order, maintain all necessary consumables for the item, keep them insured for their full replacement value and deliver them up to Mainline on demand and immediately upon termination of the Marketing Contract.

4. Prices

4.1 The Price and any Additional Charges shall be as:
4.1.1 set out in Mainline's acceptance of the Approval Request form; or
4.1.2 agreed by Mainline and the Buyer in Writing from time to time.
4.2 Mainline reserves the right to increase the Price and/or Additional Charges to take account of any increase howsoever arising in the Price and/or Additional Charges including but without being limited to any increase in the costs of materials, labour or transportation or to take account of any fluctuations in exchange rates, or alteration of duties as shall be reasonable in the circumstances.
4.3 Where Mainline supplies the Goods and/or Services the Price is Ex Works and shall be exclusive of transport costs and insurance costs.
4.4 Mainline reserves the right to charge the Buyer, for any additional work undertaken over and above that which would have been otherwise required, (including any expenses or financial penalties incurred by Mainline) as a result of any instructions supplied by the Buyer being incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form, or provided to Mainline too late to enable it to meet a deadline.

5. Payment Terms

5.1 Mainline shall be entitled to deduct the Price and where applicable any Additional Charges from the Marketing Support Bonus currently allocated to the Buyer on or at any time after its acceptance of the Approval Request Form or despatch of the Goods and/or Services or any instalment thereof. In the event that any Additional Charges arise following such deduction by Mainline, Mainline shall be entitled to deduct those Additional Charges from the Marketing Support Bonus currently allocated to the Buyer as and when such Additional Charges arise.
5.2 Where the marketing activity is to be paid for in the first instance by the Buyer Mainline shall be entitled to refuse to pay any invoice submitted by the Buyer:
5.2.1 which relates to marketing activity undertaken outside of the period specified in Condition 3.5;
5.2.2 outside of the period specified in Condition 3.7; and/or
5.2.3 to the extent of any deficit in the Marketing Support Bonus allocated to the Buyer.
5.3 Where the marketing activity is to be paid for in the first instance by Mainline directly and insufficient Marketing Support Bonus has been allocated to the Buyer for the Price and where applicable any Additional Charges Mainline shall be entitled to:
5.3.1 cancel the supply of Goods and/or Services;
5.3.2 revoke its acceptance of the Approval Request Form; and/or
5.3.3 invoice the Buyer for the Price and any Additional Charges to the extent of the deficit which invoice shall be payable immediately upon receipt by the Buyer and the Buyer shall indemnify Mainline in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Mainline as a result.

6. Packaging

6.1 The packaging of Goods shall be entirely at the discretion of Mainline and Mainline shall have the right to pack all Goods in such manner and in such quantities as Mainline thinks fit and shall not be obliged to comply with any packaging requests or instructions from the Buyer unless agreed by Mainline and the Buyer in Writing.
6.2 The cost of any additional packaging requests or instructions agreed by the parties or deemed necessary by Mainline shall be an Additional Charge.

7. Delivery

7.1 Goods shall be delivered when delivery is tendered at the Buyer's principal place of business or such other address as agreed between the parties in Writing from time to time.
7.2 Where Goods are delivered in accordance with Condition 7.1 Mainline shall be entitled to impose the costs of delivery on the Buyer as an Additional Charge.

8. Services

8.1 Where the Services are to be performed by Mainline it shall reasonably endeavour to perform the Services on the date(s) specified in the Approval Request Form or otherwise agreed between the parties in Writing, subject to the availability of Mainline’s employees, agents and subcontractors and the availability and delivery of the Goods.
8.2 The time of performance of the Services and the length of time of performance shall not be of the essence.
8.3 The Services shall be performed at the location specified in the Approval Request Form or if a location is not specified in the Approval Request Form at the location agreed between the parties in Mainline's acceptance of the Approval Request Form or as otherwise agreed by Mainline and the Buyer in Writing.

9. Buyer’s Obligations

9.1 Where the Marketing Contract is for the sale and supply of Goods and Services or for the supply of Services, the Buyer warrants that it and its agents, sub-contractors or employees will:
9.1.1 comply with Mainline’s instructions in all matters relating to the Services;
9.1.2 provide to Mainline, its employees, agents and sub-contractors, in a timely manner and at no charge, safe and unrestricted access to all premises ("Relevant Premises"), resources, working space, staff and any other facilities as Mainline may reasonably require for the provision of the Services;
9.1.3 inform Mainline, its employees, agents and sub-contractors of all health and safety rules and regulations and any other reasonable security requirements that apply at the Relevant Premises;
9.1.4 be responsible (at its own cost) for preparing and maintaining the Relevant Premises for the supply of the Services;
9.1.5 take all reasonable precautions to ensure the health and safety of Mainline, its employees, agents, or sub-contractors whilst on the Relevant Premises and will inform Mainline of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Relevant Premises;
9.1.6 provide, in a timely manner, such data, reports and all other information as Mainline may reasonably request for provision of the Goods and/or Services and ensure that it is accurate in all material respects;
9.1.7 ensure that all services, including without limitation, electricity conduits, to the Relevant Premises are in good working order and suitable for the purposes for which they are used in relation to the Services and conform to all relevant United Kingdom standards or requirements; and
9.1.8 obtain before the date on which the Services are to start and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services and the use of the data referred to in sub-Condition 6.
9.2 Mainline may deduct from the Marketing Support Bonus allocated to the Buyer or invoice the Buyer (where there is insufficient Marketing Support Bonus allocated to Buyer) for any additional reasonable costs and expenses incurred by Mainline caused by the Buyer's instructions, failure to provide instructions, or failure to comply with Condition 9.1.
9.3 If Mainline's performance of its obligations under the Marketing Contract is prevented or delayed by any act or omission of the Buyer, its agents, sub-contractors or employees, Mainline shall not be liable for any costs, expenses, losses or charges sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.
9.4 The Buyer shall be liable to pay to Mainline, on demand, all reasonable costs, charges or losses sustained or incurred by Mainline (including any direct, indirect, consequential or special losses) which arise directly or indirectly from the Buyer's acts or omissions whether in contract, tort or otherwise subject to the Mainline confirming such costs, charges and losses to the Buyer in Writing.