Website Advertising and Brand Licensing Terms & Conditions
Website Advertising and Brand Licensing: Terms and Conditions
These terms and conditions govern the relationship between you (“you”, “your”) and us (The National Forest Company Limited, company number 02991970 (“National Forest”, “we”, “us”)) for the advertising of your products and/or services via our website: http://www.nationalforest.org/ (the “Website”) and the licensing of certain intellectual property rights and brand assets between us and you.
Our Contract with You
By creating a business account on the Website, you are:
(a) offering to enter into a contract with us for the provision of the Standard Package (as defined below); and
(b) confirming that you do and will at all times comply with these terms and conditions, the National Forest’s Ethical Policy as well as all applicable laws, regulations, codes and best industry practice in your business and in your interactions with the National Forest and its Website.
We have complete discretion over whether to accept your request to access the Standard Package and reserve the right to decline such requests for any reason whatsoever.
The contract for the provision of the Standard Package between you and us (the “Contract”), will be entered into once we have confirmed acceptance of your request to create an account or have finished acting on your request (which comes earlier).
Once you have set up an account, you will be entitled to purchase the Featured Package. If you do so, the provisions of these terms relating to the Featured Package will apply to your Contract from the date that we confirm acceptance of your request to access the Featured Package.
We offer two packages for businesses to advertise on our Website:
- The Standard Package: If you select the Standard Package, you will be entitled to create a listing on a designated page of the Website (the size, design, and location of which shall be determined by us in our absolute discretion) and to upload content and images relating to your business to the Website.
- The Featured Package: If you select the Featured Package, you will receive;
- a featured listing on our Website (the “Listing”) for 12 months, starting on the date on which we approve your listing;
- a National Forest brand toolkit and campaign assets for you to use in your digital marketing (the “Brand Toolkit”);
- access to images of the National Forest (“Images”); and
- higher priority in Website content features and other National Forest communications.
Please note that we reserve the right to change and update the Website from time to time, although we will notify you if the URL for your Listing changes.
In providing our advertising packages to you, we will:
(a) develop, operate and maintain the Website, using our reasonable efforts to keep the Website operational at all times (although you acknowledge that from time to time the Website may be unavailable due to technical issues or routine maintenance);
(b) be permitted to use your logo and other intellectual property rights for the purposes of creating your Listing and will comply with all reasonable written instructions or guidelines you provide to us regarding the use of that logo;
(c) ensure that the Listing is situated on an appropriate page of the Website;
(d) (for Featured Package customers only) report to you about the number of users who have clicked directly through the Website to your web pages; and
(e) (for Featured Package customers only) provide you with the Brand Toolkit, Images and any updated campaign assets that we produce from time to time.
By accepting these terms and conditions you acknowledge that we do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website for business and operational reasons. We will try to give reasonable notice of any suspension or withdrawal.
(a) (if you are a Featured Package customer) use the contents of the Brand Toolkit, the Images and any other assets that we provide to you from time to time in accordance with our reasonable instructions and our branding guidelines;
(b) grant us a non-exclusive, non-transferable, royalty-free licence to use any and all images, documents and other materials or intellectual property that you upload to the Website from time to time for any purpose (including the promotion of your business);
(c) ensure that your use of our trademarks, domain names, logos, images, copyright or any other elements of our intellectual property (“NFC IP”) (including but not limited to the Brand Toolkit) is at all times in compliance with these terms and conditions, our Ethical Policy and such other terms, conditions and/or policies as we notify you of from time to time;
(d) ensure that you have the intellectual property rights in and the right to share with us all logos and other intellectual property that you provide to us from time to time for inclusion on our Website or in any of our marketing (or other) literature;
(e) provide us with such information as we reasonably consider necessary for the proper performance of our obligations under these terms and conditions, including (but not limited to) information about the activities of your business, the relevant hyperlinks for your website, your current logos and details of how you have used the NFC IP;
(f) where reasonably possible promote the business and brand of the National Forest;
(g) notify us of any material changes to the nature of your business; and
Price and Payment
The Standard Package is currently provided to successful applicants free of charge.
The price of the Featured Package is £150 plus VAT per annum. The first year’s payment will be payable on placing your order and every 12 months thereafter.
Payment must be made at the time of placing your order for the Featured Package but will be held pending until your request to purchase the Featured Package is approved or rejected by us. If we reject your request to purchase the Featured Package we will refund any monies held pending to you in full.
We currently accept payment via Paypal. All sums payable under these terms and conditions are exclusive of VAT and if VAT is chargeable it shall be paid in addition.
Intellectual Property Rights
By accepting these terms and conditions you confirm, acknowledge and agree that:
(a) the National Forest and its licensors own all intellectual property rights in the Website, the Brand Toolkit, the Images and all of the National Forest’s other products and services;
(b) you (and your licensors) own all intellectual property rights in your website and all logos, content or other materials or information that you provide to us from time to time; and
(c) our use of any and all materials and/or information that you provide to us in the performance of this Contract or uploaded by you to the Website will not infringe upon the intellectual property rights or any third party.
Except as stated in these terms and conditions, your Contract with the National Forest does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to the National Forest or its licensors. All such Rights are reserved to the National Forest and its licensors.
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679), (iii) The Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other directly applicable EU regulation relating to privacy. This clause is in addition to and does not reduce, remove or replace, a party's obligations arising from such requirements.
You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with (1) your use of our Website, (2) the marketing or sale of products or services on the Website or (3) any claim made against the National Forest for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of any material uploaded by you on the Website, provided that:
(a) we give you prompt notice of any such claim;
(b) we provide you with reasonable co-operation in the defence and settlement of such claim, at our own expense; and
(c) you are given sole authority to defend or settle the claim.
Limitation of Liability
This clause sets out the entire financial liability of the National Forest (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to you (the purchaser of either a Standard Package or a Featured Package).
Nothing in these terms and conditions excludes the liability of the National Forest for:
(a) death or personal injury caused by the National Forest’s negligence or that of its employees (to the extent that the National Forest is liable for such negligence); or
(b) fraud or fraudulent misrepresentation.
We will not be liable whether in tort (including for negligence and breach of statutory duty) contract, misrepresentation, restitution or otherwise for:
(a) loss of profit;
(b) loss of business;
(c) loss or depletion of goodwill;
(d) loss or corruption of data or information;
(e) pure economic loss; or
(f) any special, indirect or consequential loss costs, damages, charges or expenses however arising.
Subject to the above, our total liability to you in respect of all other losses arising under or in connection with the provision of the goods and services to be provided under these terms and conditions shall in no circumstances exceed the price paid by you to us under these terms and conditions.
The Contract will commence on the date that we accept your order and will continue:
(a) if you select the Standard Package, until either party gives written notice to the other party that they wish to remove the Listing from the Website;
(b) if you select the Featured Package, on a 12-month rolling basis until either party gives at least one month’s written notice to the other party that they wish to remove the Listing from the Website before the next 12-month period, or
(c) in the case of either package, until the Contract is otherwise terminated in accordance with these terms and conditions.
Suspension of Service
Without limiting or affecting any other right or remedy available to us, we shall have the right to suspend your account and/or remove any content you have uploaded to the Website where we consider (in our absolute discretion) that you (or any of your employees or other representatives) have acted in a way contrary to the objectives, purposes and/or Ethical Policy of the National Forest or otherwise acted in a manner which is or could be detrimental to the reputation of the National Forest (“Detrimental Conduct”).
Where there has been Detrimental Conduct by you and we have suspended your account, we will only reinstate your account once the relevant Detrimental Conduct has been rectified to our reasonable satisfaction.
Cancellation by Us
We reserve the right to terminate the Contract immediately without notice if you:
(a) do not make any payment to us as and when it is due;
(b) do not, within a reasonable time of us asking for it, provide us with the information that is necessary for us to provide our services to you;
(c) materially breach these terms and conditions;
(d) breach of laws, regulations, codes of practice or any other applicable legislation including (but not limited to) any Act of Parliament, the UK Advertising Codes or any European Union legislation; or
(e) otherwise act in a way contrary to our objectives, purposes and/or Ethical Policy or otherwise in a manner which we consider (in absolute discretion) is or could be detrimental the reputation of the National Forest.
Cancellation by You
If at any time you are having problems with your account or would like to cancel your Contract, please let us know by contacting us.
If you have purchased a Featured Package you will not be entitled to a refund should you decide to cancel your Contract before the end of your current 12 month term (although we can remove your Listing before the end of the current term should you ask us to do so).
Consequences of Cancellation
On termination of the Contract for any reason:
(a) the Listing shall promptly be removed from the Website;
(b) except where expressly stated otherwise in these terms, all licences and benefits granted to you under these terms and conditions shall immediately terminate;
(c) each party shall return and make no further use of any equipment, property, materials, intellectual property or other items (and all copies of them) belonging to the other party, save that the National Forest may (in its absolute discretion) continue to use any content, images or other intellectual property licensed to it under these terms and conditions; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.
We may send any notices under these terms to you by post (to your registered office or main trading address) or by email to the email address provided by you at the time of setting up your account.
You must send any notices to us under these terms by post to The National Forest, Enterprise Glade, Bath Yard, Moira, Swadlincote, Derbyshire, DE12 6BA (marked for the attention of Alan Leather) or by email to firstname.lastname@example.org.
Transferring this Agreement
We may transfer our rights and obligations under these terms to another organisation. You may only transfer your rights or your obligations under these terms to another person if we agree to this first in writing.
Third Party Rights
This contract is between you and us. No other person (including any Recipients) shall have any rights to enforce any of its terms.
Each of the paragraphs in these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Governing Law & Jurisdiction
These terms are governed by English law and the English courts shall have exclusive jurisdiction to settle any disputes that arise under or in connection with the terms or their subject matter.
Company: The National Forest Company (Company No. 02991970) (Registered Charity No. 1166563)
Address: Enterprise Glade, Bath Yard, Moira, Swadlincote, Derbyshire, DE12 6BA
elephone: +44 (0)1283 551211