Terms & Conditions

PLEASE READ CAREFULLY BEFORE USING THIS SITE

1. ABOUT US AND HOW TO CONTACT US

1.1 www.tacklestream.com (Website) is a site operated by Top Corner Editorial and Design Ltd.

1.2 Top Corner Editorial and Design Ltd (company number 05365421) (we and us) is a company registered in England and Wales and our registered address is at 23 Cottingham Way, Thrapston, Northants, England, NN14 4PL.

2. BY USING OUR SITE YOU ACCEPT THESE TERMS

2.1 By using our Website, you confirm that you accept these terms of use and that you agree to comply with them.

2.2 This Website is for retailers and brand partners. It is not for consumers. If you are a consumer you must not use our Website.

2.3 If you do not agree to these terms, you must not use our Website.

2.4 We recommend that you print a copy of these terms for future reference.

3. THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

3.1 Our Privacy Policy applies to your use of our site.

3.2 If you are a brand partner our Online Advertising Service Terms and Conditions (see below) will also apply to your purchase of the advertising services.

4. WE MAY MAKE CHANGES TO THESE TERMS

4.1 We amend these terms from time to time. Every time you wish to use our Website, please check these terms to ensure you understand the terms that apply at that time

5. WE MAY MAKE CHANGES TO OUR WEBSITE

5.1 We may update and change our Website from time to time to reflect changes to our services, our users’ needs and our business priorities.

6. WE MAY SUSPEND OR WITHDRAW OUR WEBSITE

6.1 We do not guarantee that our 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 our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

6.2 You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

7. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

7.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

8. YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

8.1 If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

8.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

8.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@tacklestream.com.  

9. HOW YOU MAY USE MATERIAL ON OUR SITE

9.1 We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

9.2 You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organisation to content posted on our Website.

9.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

9.4 Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.

9.5 You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.

9.6 If you print off, copy or download any part of our Website in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

10. DO NOT RELY ON INFORMATION ON THIS SITE

10.1 The content on our Website is provided for general information only and to give you a representation of our brand partners’ products. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.

10.2 Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.

11. WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

11.1 Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

11.2 We have no control over the contents of those sites or resources.

12. USER-GENERATED CONTENT IS NOT APPROVED BY US

12.1 This Website may include information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on our Website do not represent our views or values.

13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

13.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

13.2 If you are a brand partner different limitations and exclusions of liability will apply to liability arising as a result of the supply of online advertising services to you, which will be set out in our Online Advertising Service Terms and Conditions (see below).

13.3 We exclude all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it.

13.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

In particular, we will not be liable for:

14. HOW WE MAY USE YOUR PERSONAL INFORMATION

14.1 We will only use your personal information as set out in our Privacy Policy.

15. UPLOADING CONTENT TO OUR SITE

15.1 Whenever you make use of a feature that allows you to upload content to our Website, or to make contact with other users of our Website (Contributions) you must comply with the content standards as follows:

a) A Contribution must:

b) A Contribution must not:

15.2 You warrant that any such Contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

15.3 Any content you upload to our Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, store and copy that content and to distribute and make it available to third parties.

15.4 We have the right to remove any posting you make on our Website, for whatever reason.

16. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

16.1 We do not guarantee that our Website will be secure or free from bugs or viruses.

16.2 You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.

16.3 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our site is stored or any server, computer or database connected to our Website. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.

17. RULES ABOUT LINKING TO OUR SITE

17.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

17.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

17.3 You must not establish a link to our Website in any website that is not owned by you.

17.4 Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page.

17.5 We reserve the right to withdraw linking permission without notice.

18. WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

18.1 These terms of use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms of use or its subject matter or formation (including non-contractual disputes or claims).

Online Advertising Service Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE AGREEING TO USE OUR ONLINE ADVERTISING SERVICES AS A BRAND PARTNER. 

1. ABOUT US

1.1 Top Corner Editorial and Design Ltd (company number 05365421) (we and us) is a company registered in England and Wales and our registered address is at 23 Cottingham Way, Thrapston, Northants, England, NN14 4PL (Supplier).

2. DEFINITIONS AND INTERPRETATION

2.1 In these terms, the following words shall have the following meanings:

Booking Form The booking form which contains the description of the Services and the Charges.
Brand Partner The person or firm who purchases the Services. Also referred to as ‘you’ or ‘your’.
Business Day A day other than a Saturday, Sunday or public holiday in England (United Kingdom) when banks in London are open for business.
Charges The charges payable by the Brand Partner for the supply of the Services in accordance with Clause 9.
Commencement Date Has the meaning given at Clause 5.3.
Contract Refers to this contractual agreement (comprising the Booking Form) and the terms and conditions within, as amended from time to time under Clause 19.1.
Personal Data Have the meaning as defined in the Data Protection Legislation.
Data Protection Legislation 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; and (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) and any other directly applicable EU regulation relating to privacy.
Force Majeure Event Has the meaning given to it in Clause 17.1.
Intellectual Property Rights Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order The Brand Partner’s order for Services as set out in the Booking Form.
Relevant Regulatory Bodies Refers to any regulatory body of the country (or countries as the case may be) the Brand Partner operates within, and which the Brand Partner is required to comply with its regulations, codes and/or policies in the provision of its goods and/or services.
Services The online advertising services the Supplier provides to the Brand Partner as specified in the Booking Form. 
User A retailer who has visited the Website and clicked on the Brand Partner’s product details and/or raised an enquiry with the Brand Partner.
Vulnerabilities A weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.
Website The Supplier’s website at URL www.tacklestream.com.

2.2 This Contract shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

2.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.4 A reference to writing or written includes email.

2.5 Any words following the terms includingincludein particularfor example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. THE CONTRACT

3.1 This Contract forms the agreement between the Brand Partner and the Supplier for the supply of Services from the Supplier to the Brand Partner.  The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3.2 In the event of any conflict or inconsistency between this Contract and any other purported contract documents, terms and conditions, codes of conduct or policies, you agree that the terms of this Contract shall prevail.

3.3 This Contract shall apply to the exclusion of any other terms that the Brand Partner seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.4 This Contract is non-exclusive and does not prevent or restrict the Supplier from entering into similar or different agreements with third parties. The Supplier makes no representation that the terms of this Contract are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

3.5 This Contract is made only in the English language.

3.6 You should print off a copy of this Contract or save them to your computer for future reference.

4. REGISTERING AS A BRAND PARTNER

4.1 To register as a Brand Partner you must complete the online registration form on the Website, or alternatively the Supplier may permit you to complete your registration via telephone or in person.

4.2 After you submit the registration form, you will receive an email from the Supplier acknowledging that we have received it.

5. ORDERING SERVICES

5.1 Upon you registering as a Brand Partner in accordance with Clause 4, the Supplier will contact you to make a proposal for the Services. The Supplier will present the proposal to you in the Booking Form.

5.2 If you agree to the details in the Booking Form you must sign  and return it to the Supplier. This process is deemed to be your Order for the Services, which constitutes an offer by you to purchase the Services in accordance with this Contract.  

5.3 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

5.4 If we are unable to supply you with the Services for any reason, we will inform you of this by email.

6. PROVIDING THE SERVICES

6.1 The Supplier shall use commercially reasonable endeavours to provide the Services in accordance with the specifications set out in the Booking Form.

6.2 The Supplier may install the Conversion Tracking Codes on the Website, to enable both parties to track User actions and behaviour when using the Website.

6.3 The Supplier shall be responsible for developing, operating and maintaining the Website.

6.4 The Supplier may at any time or times without notice to the Brand Partner change the name or design of the Website.

7. BRAND PARTNER OBLIGATIONS

7.1 The Brand Partner shall provide the Supplier with all co-operation in relation to this Contract.

7.2 The Brand Partner shall provide the Supplier at all material times with the information, in such format as the Supplier prescribes, which the Supplier reasonably requires to perform its duties, including:

Once the Supplier has uploaded the information provided under this Clause 7.2 to the Website, the Supplier shall be under no obligation to amend the information, unless it comes to the Supplier’s attention that the information provided is incorrect or is misleading.

The Brand Partner shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including 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 the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of misleading marketing regulations or laws in the United Kingdom, arising out of or in connection with the Supplier’s use of the information provided under Clause 7.2.

7.3 The Brand Partner shall ensure that all information provided to the Supplier under Clause 7.2 shall comply with all applicable laws, regulations and codes of practice in the United Kingdom and in the country (or countries as the case may be) you operate within, will not be defamatory or infringe any Intellectual Property Rights of any third party whatsoever. The Brand Partner shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including 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 the Supplier arising out of or in connection with any claim made by any third party in connection with a breach of this Clause 7.3 by the Brand Partner.

7.4 The Brand Partner shall comply with the compliance and regulatory requirements of the Relevant Regulatory Bodies, and all applicable laws and regulations with respect to its activities under this Contract and to its business. Failure to comply with this Clause 7.4 shall be deemed to be a material breach of this Contract. The Brand Partner shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including 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 the Supplier arising out of or in connection with any claim made by any third party in connection with a breach of this Clause 7.4 by the Brand Partner.

7.5 The Brand Partner acknowledges and agrees that the Supplier is not responsible for any content on any third party websites which the Website provides links to. 

7.6 If the Supplier’s ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in this Clause 7 (Your Default):

8. NON-SOLICITATION

8.1 The Brand Partner shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of 12 months after the termination or expiry of this agreement, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee of the Supplier in the provision of the Services.

8.2 Any consent given by the Supplier in accordance with Clause 8.1 shall be subject to the Brand Partner paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee or, if higher, 20% of the annual remuneration to be paid by the Brand Partner to that employee.

9. CHARGES AND PAYMENT

9.1 In consideration of the Supplier providing the Services you must pay the Charges in accordance with this Clause 9.

9.2 The Charges are the prices quoted in the Booking Form.

9.3 If you wish to change the scope of the Services after the Supplier accepts your order, and we agree to such change, we will modify the Charges accordingly.

9.4 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.

9.5 The Supplier’s Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay the Supplier such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

9.6 Timing for payment of the Charges by you shall be as specified in the Booking Form. If the Booking Form does not specify a payment schedule, the Supplier shall take your payment for the total Charges upon acceptance of the Order. Time for payment shall be of the essence of the Contract.

9.7 Payment for the Services, including all bank fees, is by direct debit, credit or debit card, wire transfer or via Paypal in full and in cleared funds to a bank account nominated in writing by the Supplier.

9.8 If you fail to make any payment due to the Supplier under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

9.9 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by the Supplier to you.

9.10 In the event that the Supplier is required to take action to enforce payment as a result of non-payment of Charges, the Supplier will charge any reasonable expenses it has incurred associated with such collection including, but without limitation, legal costs, court fees and collection agency fees.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Brand Partner) shall be owned by the Supplier.

10.2 All Intellectual Property Rights in the Website shall be owned by the Supplier.

10.3 The Brand Partner grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Brand Partner to the Supplier for the term of this agreement for the purpose of providing the Services to the Brand Partner.

11. DATA PROTECTION

11.1 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 the Data Protection Legislation. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

11.2 Further details of how the Supplier will process personal information are set out in our Privacy Policy.

11.3 This Clause 11 shall survive the termination of the Contract.

12. CONFIDENTIALITY

12.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specification, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

12.2 This Clause 12 shall survive termination of the Contract.

13. WARRANTIES

13.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this Contract.

13.2 This Contract sets out the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

13.3 The Supplier does not warrant that:

 14. LIMITATION OF LIABILITY

14.1 Nothing in agreement shall limit or exclude either party’s liability for:

14.2 Subject to Clause 14.1:

a) the Supplier shall under no circumstances whatever be liable to the Brand Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

b) the Supplier’s total liability to the Brand Partner in respect of all other losses arising under or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of Charges paid by the Brand Partner in the 12 months preceding the date the liability arose.

14.3 The terms implied by by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.4 Unless the Brand Partner notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Brand Partner became, or ought reasonably to have become, aware of the event having occurred and shall expire 24 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

14.5 This Clause 14 shall survive termination of the Contract.

15. TERM AND TERMINATION

15.1 This Contract shall continue for the period as specified in the Booking Form, unless:

15.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to the Brand Partner if:

16. EFFECT OF SUSPENSION OR TERMINATION

16.1 On suspension of the Services for any reason:

16.2 On termination of the Contract for any reason:

17. FORCE MAJEURE

17. 1 Neither party shall be liable to the other for any failure to fulfil the agreement or any provision of the agreement if fulfilment has been delayed, hindered or prevented by circumstances beyond our reasonable control including but not limited to fire, explosion, flood, tempest, unusually adverse weather conditions, failure or shortage of power supplies, fault or failure of plant or machinery of manufacturers, delayed delivery caused by manufacturers, war, hostilities, riot, acts of terrorism, strikes, lock-outs or other industrial action or trade dispute (Force Majeure Event).

17.2 Where one party becomes aware of a Force Majeure Event arising, that party shall immediately notify the other.

17.3 If a Force Majeure Event exceeds 30 days, either party may immediately terminate the agreement without liability, by providing written notice to the other party.

18. MULTI-TIERED DISPUTE RESOLUTION PROCEDURE

18.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:

18.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under Clause 19.9(b) (Jurisdiction) which clause shall apply at all times.

18.3 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Clause 19.9(b)  (Jurisdiction).

19. OTHER IMPORTANT TERMS

19.1 Variation:

19.2 Waiver:

19.3 Rights and remedies:

19.4 Severance:

19.5 Assignment:

19.6 No partnership or agency:

19.7 Third party rights:

19.8 Notices:

19.9 Governing Law and Jurisdiction: