These conditions (“Conditions”) apply exclusively to each transaction (“Contract”) for the supply of services (“Services”) relating to leaflet delivery by Shareplan Leaflet Distribution which is a trading name for Abracadabra Leaflet Distribution Ltd (“the Company”) to a client (“the Client”) (together “the Parties”).
The Client warrants to the Company that it is entering into the Contract as principal and not as agent on behalf of any person, firm or company.
The price of the Services (“the Price”) is the Company’s quoted price and is exclusive of VAT. All quotes are valid for a period of 30 days from the date of issue.
The Company is only bound by orders which it has accepted in writing. An accepted order can only be varied or cancelled with the Company’s consent. The client will pay the Price plus VAT at least 1 week before agreed start date.
If credit is granted and the Client fails to make any payment when it is due then, without affecting any of the Company’s other rights or remedies, the Company is entitled to: cancel the Contract or suspend performance of the Contract; withdraw all credit facilities extended to the Client and require immediate payment of the balance outstanding.
- Promotional Material
The Client must supply sufficient promotional leaflets or materials (“Promotional Material”) to perform the Contract at least 1 week, but not before 2 weeks, ahead of the agreed start date. The Client must deliver the Promotional Material to the address stated by the Company. All promotional material must be securely boxed.
All boxes the Client delivers to the Company must be clearly and accurately labeled on the outside of the box. The label must include the invoice number provided by the Company, the Clients company name and the number of promotional material items within the box. If the Client provides different types of material which relate to only one invoice number, the Client must label all boxes with the appropriate information to allow the Company to store the items correctly. The Company will not be responsible for any errors in the distribution process which arise from any boxes being either incorrectly labeled or not labeled at all.
All materials are “counted” on receipt using precision counting scales. Any significant discrepancies between items received and the items invoiced will be notified to the Client. Notification of surplus items will include a choice of whether to recycle the material, keep for a future distribution/add to current invoice or collection by the Client. The Client must inform the Company of their wishes before the end of the distribution, otherwise all surplus material will be recycled 14 days after the round is completed without further reference to the Client and without further liability.
The Client warrants that Promotional Material will not infringe any copyright or intellectual property rights of a third party and will not be abusive or indecent or defamatory. The Client will indemnify the Company for and against any loss, damage, costs, expenses or other claims arising from breach of this warranty.
- Distribution Service Types
Shareplan (Plus 3) – Client leaflets will be distributed with a maximum of 3 additional non-competing Client leaflets. The Company reserves the right to include a Shareplan insert in addition to the additional Client leaflets for the purposes of recruitment and additional backchecking. Clients will be able to choose a postcode in which they would like their leaflets delivered but it is up to the discretion of the provider to decide precisely where within the postcode the leaflets will be distributed.
Matched (Plus 1) – Client leaflets will be distributed with one additional non-competing Client leaflet. The Company reserves the right to include a Shareplan insert in addition to the matched Client leaflet for the purposes of recruitment and additional backchecking.
Solus – Client leaflets will be distributed with no accompanying leaflets.
Delivery of all services can be undertaken at any point during the delivery window entirely at the providers own discretion.
Clients may sometimes supply us with one item which includes an insert within their material. This is counted as one item and we reserve the right to include such items into our Plus 1, Plus 2 and Plus 3 distribution services.
- Additional Costs
The Client must, on request, pay any additional cost to the Company in supplying the Services caused by: any breach or variation by the Client of its obligations under the Contract or these Conditions; any factor beyond the Company’s reasonable control; any change in dates of the supply of the Services which the Client requires; or any delay caused by the Client’s instructions or the Client’s failure to give the Company adequate information or instructions when the order has been accepted or any other time.
The Client may cancel the contract or any part of the contract at any time before commencement of the distribution providing the material has not yet been allocated and collected by Personnel. If the material has already been allocated or any part of the contract has already been transferred to personnel and the delivery has started, then this part of the contract can not be cancelled and the material will be delivered. Where a cancellation is accepted by the Company, the material must be collected from the Company’s distribution hub or a charge will be made for the return of any material to the Client. Monies paid by the Client for that part of the distribution will be credited to the Client’s account for use against a future distribution. If a refund is required, monies paid by the Client for that part of the distribution will be refunded minus a cancellation fee equal to 20% of the full contract value.
- Insolvency of client
Should the Client become insolvent; has a receiving order issued against him; commits an act of bankruptcy or makes any arrangement with his creditors; goes into liquidation; or the Company has reasonable grounds to suspect that the Client is about undergo any of the above events, the Company can upon written notice cancel the Contract. In addition, any Price or part Price due in respect of the Services already performed which was not paid in advance becomes immediately due and payable.
The Company warrants that it will use its reasonable endeavours to procure the doorstep delivery of the Client’s Promotional Material to addresses in the geographical locations agreed by the Parties (“Location”) by means of selecting personnel to perform such duties (“Personnel”).
The Company warrants that it will use reasonable skill and care to select Personnel to deliver Promotional Material. Personnel will be carrying a GPS logger and completing Area Completion Forms which The Parties will be able to use for tracking purposes. However the Client understands that sometimes mistakes will happen and the Company is not fully responsible or liable for the actions of each individual staff member. The Company endeavours to implement systems that reduce wastage of materials, however cannot guarantee that each member of staff will carry out a 100% perfect distribution.
The Company is unable to guarantee that all Promotional Material will be delivered or that all addresses within the Location will receive Promotional Material for reasons such as access issues to certain properties, residents wishes not to receive leaflets/flyers or any other similar restrictions.
The Company is not able to guarantee timelines, however, every effort will be made to achieve the estimated timelines with the resources that are at the Company’s disposal. Without limitation to the foregoing the Company shall not be liable for any delays in distribution caused by circumstances beyond the Company’s control such as distributor illness or adverse weather conditions.
In regards to Guaranteed Services, The Company will make every reasonable effort to deliver the Client’s leaflets before the agreed deadline date. If any leaflets are not delivered before the deadline, The Company will offer a pro-rata refund for the proportion of leaflets not delivered before the deadline date.
- Limitation of liability
The Company will have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Promotional Material or instructions supplied by or on behalf of the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client not attributable to the Company.
The Company is not liable to the Client because of any representation (unless fraudulent), or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated savings, expenses, costs or similar loss; and/or any indirect, special or consequential loss or damage (whether for loss of profit or otherwise); (whether caused by the negligence, breach of contract, tort, breach of statutory duty of the Company, its employees or agents or otherwise) arising out of or in connection with the Contract).
The Company has no liability under the warranties given in Condition 8 unless the Price for the Services has been received by the Company in full.
The Client grants the Company exclusivity to perform the Services using Personnel and it is a condition that it will not attempt to contract, or will actually contract, with the Personnel direct.
- Force Majeure
The Company is not liable to the Client for any failure or delay under the Contract which is beyond its reasonable control such as inclement weather conditions or illness of Personnel.
- Third Parties
Each Contract will only confer rights and benefits on the Client and no third party can acquire rights or benefits under the Contract or these Conditions.
The Contract may not be assigned by the Client, but the Company may assign or sub-contract all or any or its rights or obligations.
Should the Company waive any breach of these Conditions or the Contract caused by the Client, it will not be treated as waiving any subsequent breach of the same or any other provision.
- Entire Agreement
These Conditions and documents referred to in them are the entire agreement between the Parties and replace any previous agreements between the Parties.
- Law and Jurisdiction
English law governs these Conditions and each Contract and the Parties agree to the exclusive jurisdiction of the English Courts.
Shareplan Leaflet Distribution is a trading name for Abracadabra Leaflet Distribution Ltd, company number 914 7370 23, Registered Office: Unit 2 Wellington Ind Estate, Basingstoke Road, Spencers Wood, Reading, RG7 1AW