Smart Syndicate Ltd –Terms and Conditions
These Terms and Conditions are the standard terms that apply to all services provided by Smart Syndicate Ltd, a company registered in England and Wales under company number 15139415, whose registered office address is 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (“we/us/our”).
1. Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means the information and credentials used by you to create an account on the Website;
“Contract” means the legally binding contract formed in accordance with clause 2, which includes these Terms and Conditions;
“Marketplace” means the online advertising services on our Website;
“Website” means https://smartsyndicate.co;
“Listing” means the listing and all associated content posted by you on our Marketplace;
“Services” means the services provided by you; and
“You/Your” means the business, firm or corporate body signing up to our Marketplace. If any individual signs up on behalf of a business, that person confirms they have the authority to contractually bind and enter into the Contract on behalf of the business.
1.2. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
1.3. Words imparting the singular shall include the plural and vice-versa.
1.4. Any reference to “writing” and “written” includes electronic communications such as email.
2. The Contract
2.1. In order to become a supplier our Marketplace, you will be required to make an account, please upload your content directly to our Website. You will be required to submit certain credentials to us and the Website will guide you through this process. Once your details are uploaded, you will be entering into a legally binding Contract, which will include these Terms and Conditions.
2.2. You represent and warrant that all information you submit to us, and all information contained in your Account, is accurate, truthful and will be kept up to date.
2.3. We reserve the right at our sole discretion to remove any listing you may post if we reasonably deem it irrelevant and/or inappropriate.
3. Our Website
3.1. Sharing of Accounts is not permitted unless we expressly authorise this in writing. You are required to keep your Account details confidential and must not reveal your username and password to anyone. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser. We also recommend the password you choose is strong and secure and is changed regularly.
3.2. When using our Website, creating an Account or publishing information, you must not submit content that is unlawful or otherwise objectionable. This includes, but is not limited to, content that is abusive, vulgar, obscene, threatening, harassing, defamatory or discriminatory. Any failure to comply with this clause could result in the suspension and/or deletion of your Account. Further information and restrictions on the use of our Website is detailed in the policies available on the Website.
3.3. We cannot guarantee any business, opportunities or success from subscribing to our Marketplace.
3.4. In some circumstances, we may need to suspend access to the Website (in full or in part) to fix technical problems, to make necessary changes, to update the content to comply with relevant changes in the law or other regulatory requirements, or to make more significant changes to the Website. We do not warrant that your use of our Website will be uninterrupted or error-free; nor that our Website, and/or the information obtained by you from the Website will meet your requirements.
3.5. We may display further third party advertising on our Website, and reserve the right to display these on the same page as your advertisement(s), which may be in direct competition with your Services.
4. Price and Payment
4.1. You can register your interest to use the Marketplace by placing an order via our Website and our Website will guide you through the ordering process.
4.2. Please ensure that you have checked your requirements and that you have read these Terms and Conditions carefully before submitting your order to us. If you are unsure about any part of these Terms and Conditions, please ask us for clarification.
4.3. No part of our Website constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that we may, at our sole discretion, accept. Our acceptance is indicated by us sending you an order confirmation by email, which will confirm your log-in details for the Marketplace. Only once we have sent you order confirmation will there be a legally binding Contract between you and us.
4.4. The price of the advertisement will be shown on our Website at the time of your order or as otherwise specified to you. We reserve the right to amend our prices at any time but these changes will not affect any orders that we have already accepted.
4.5. Unless otherwise specified by us, payment must be made in full at the time of order. All payments will go through a payment gateway provider. No credit or debit card information is provided to us, and completion of the transaction will be subject to you agreeing to the payment gateway provider’s terms and conditions. A separate contractual relationship will be created between you and this third party, and we cannot be held liable for any errors, actions, omissions or incorrect charges that may be made by them.
4.6. Unless otherwise agreed, we are not responsible for any costs payable by you for advertising, maintenance, or such other costs that may be incurred in response and/or as a result of your listing.
5. Your Responsibilities
5.1. Any advertisements you upload to the Website, whether on the Marketplace or otherwise, are your responsibility. We have no involvement in their creation and are not responsible for checking their accuracy. Advertisements placed on our Website are for information only and shall not be binding on us.
5.2. It is your sole responsibility to make contact and provide your services to any customers and potential customers that contact you via our Website. We reserve the right to redirect any enquiries about your Listing directly to you. Any contract for Services between you and any customer found through the Website shall be a separate contract between those parties and shall not be binding upon us.
5.3. Any information to be published on the site is to be provided by you and we will upload exactly as we receive it (subject to our right to reject them for any reason), therefore we cannot be held liable for any mistakes or misrepresentations within them.
5.4. You are responsible for your own insurance, registrations and any other requirements of your industry.
5.5. You own and are responsible for all data you input to the Website. You are responsible for backing up all such data, and we will not be liable for any loss, destruction, alteration or disclosure of your data to the extent permissible by law.
5.6. If we receive any complaints concerning the services provided by you, we will forward these to you for you to resolve within a maximum of 48 hours. Recurrent complaints may result in this Agreement being terminated in accordance with clause 6 and in this event, you will be immediately removed from the Website.
5.7. You agree to provide accurate information in your listing, please note that we cannot be held responsible for any losses incurred by you as a failure to supply this information, nor for any complaints issued by any potential customers;
6. Termination and Cancellation
6.1. Either party has the right to terminate the Contract immediately at any time, if the other:
6.1.1. has committed a material breach of the Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
6.1.2. goes into bankruptcy or liquidation either voluntary or compulsory (except for the purposes of bona fide corporate reconstruction or amalgamation), becomes subject to an administration order (within the meaning of the Insolvency Act 1986), if a receiver is appointed in respect of the whole or any part of its assets, or if the other party ceases, or threatens to cease, to carry on business.
6.2. In the event of termination for any reason, you will not be entitled to any refund, and your Account will be terminated with your listing(s) removed from the Marketplace. You must immediately remove any reference relating to an affiliation with our Website from your website and/or any promotional materials issued by you.
7. Intellectual Property Rights
7.1. All content on the Website including, but not limited to, text, graphics, logos, icons, sound and video clips, data, page layout, underlying code and software is our property or that of our contributors. By using the Website you acknowledge that such content is protected by applicable intellectual property laws.
7.2. By posting a Listing, you authorize us to use your name, company name, logo and any other content you submit. You warrant that any such information you submit will not cause us to infringe the intellectual property rights of any third party and you agree to indemnify us for any loss that we incur as a result of our use of such information.
8. Liability
8.1. We cannot guarantee any business, opportunities, or success from subscribing to our Marketplace and cannot be held responsible for the productivity of any listing.
8.2. Nothing in these Terms and Conditions seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
8.3. Subject to clause 9.2, we will not be liable for any loss of profit, loss of business, loss of business opportunity or any indirect or consequential loss, damage, costs, expenses, or other claims (whether caused by us, our employees, agents or otherwise) in connection with the performance of our obligations under the Contract.
8.4. All warranties or conditions whether express or implied are expressly excluded to the full extent permitted by law.
8.5. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you for the subscription under the Contract.
9. Confidentiality
Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other Party in writing.
10. Data Protection
10.1. Both parties agree to comply with all applicable data protection legislation, including, but not limited to, the Data Protection Act 2018, and any subsequent amendments to it.
10.2. In particular, in relation to customers of ours, you must:
10.2.1. not use any person’s personal data in any way other than to provide your services on our Website;
10.2.2. update and/or delete all personal data immediately on request, whether by us or the member or customer, to the extent permitted by law;
10.2.3. not leave any personal data unattended, on view, or in any way accessible by a third party;
10.2.4. store data in a secure manner;
10.2.5. ensure your emails and other technologies are encrypted and are used in accordance with good practice in cybersecurity; and
10.2.6. otherwise handle all personal data with due care.
11. Events Outside Our Control (Force Majeure)
11.1. Neither party will be liable for any failure or delay in performing any of their obligations under the Contract if that failure or delay is caused by any event beyond that party’s reasonable control. This includes, but is not limited to: power failure, internet service provider failure, industrial action, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action or any other event beyond that party’s reasonable control.
11.2. We always use reasonable efforts to ensure that the Marketplace is trouble-free. If, however, there is a problem with the Marketplace, we request that you inform us at the time, and we will endeavor to resolve it within a reasonable timeframe. If you wish to contact us with questions or complaints, you may contact us by email at hello@smartsyndicate.co.
12. Assignment and Sub-Contracting
12.1. You may not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this Contract.
12.2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without obtaining your prior consent.
13. Relationship of the Parties
13.1. Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
13.2. Nothing in the Contract will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.
14. Force Majeure: Neither Party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, infectious diseases, civil unrest, fire, flood, storms, earthquakes, pandemics, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
15. Other Important Terms
15.1. We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (if, for example, we sell our business). If this occurs, we will inform you in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
15.2. You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.
15.3. The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
15.4. If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions will be valid and enforceable.
15.5. No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
15.6. We may revise these Terms and Conditions from time to time. If we change these Terms and Conditions as they relate to the Contract between you and us, we will give you advance notice of the changes and provide details of how you may cancel if you are not happy with them.
16. Law and Jurisdiction
16.1. These Terms & Conditions and the Contract (including any non-contractual matters and obligations arising from them or associated with them) will be governed by and construed in accordance with the laws of England & Wales.
16.2. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising from them or associated with them) will fall within the jurisdiction of the courts of England and Wales.