Red Newswire – TERMS AND CONDITIONS OF PRESS RELEASE DISTRIBUTION
WITHOUT PREJUDICE TO THE IMPORTANCE OF ALL PROVISIONS CONTAINED HEREIN, THE CLIENT’S ATTENTION IS
PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSES 4.3, 5, 7, 8.1, 8.3, 9, 10 AND 11
1 . GENERAL
1.1 The terms and conditions contained in this document are the terms and conditions upon which all services and materials
shall be provided by WEBINOVA TECHS LLP. (“Webinova”) to the client (“the Client”) or, at the Client’s direction, to third
1.2 All references in this document to WEBINOVA shall be deemed to include both WEBINOVA and its Subsidiary companies
from time to time (if any), “Subsidiary” as defined in section 4 of the Indian Companies Act 1956, and all references to
clauses shall be to clauses of this document.
1 The “Agreement” means these terms and conditions entered into between WEBINOVA and the Client and any Client instructions
accepted by WEBINOVA pursuant to clause 3.1
2 THE TERMS
2.1 The parties agree that this Agreement governs:
(a) all services (including translations) and materials supplied by
WEBINOVA to the client, or at the Client’s direction, to third
parties; (b) materials supplied to WEBINOVA by or on behalf of
the Client in order for WEBINOVA to carry out any Client’s
instructions accepted by WEBINOVA pursuant to clause 3.1; (c)
all offers, estimates, quotations, provisions of samples, pitches,
acceptances or contracts made by WEBINOVA to, or with the
(d) any other transactions made between the Client and WEBINOVA and supersedes any other written statement or memorandum or
orally stated conditions between the Client and WEBINOVA (including, but without limitation,
the Client’s own standard terms of business). (e) Additional, product-specific terms and conditions may apply to certain of Red Newswire
products and services. In the event of an inconsistency between the terms and conditions in this Agreement and those of any productspecific
terms and conditions, the product-specific terms and conditions will control.
2.2 This Agreement may only be supplemented, modified or varied in any way at any time with WEBINOVA’s express written agreement
obtained from a director of WEBINOVA.
2.3 No estimate, quotation or proposal given by WEBINOVA or by any of WEBINOVA’s agents or employees to the Client in whatever
circumstances will constitute an offer to the Client, only an invitation to treat, and as such shall not bind WEBINOVA. All such
estimates, quotations or proposals shall lapse automatically within 28 days of their date of issue.
2.4 This Agreement (as supplemented, modified or varied in accordance with clause 2.2) and any Client instructions accepted by
WEBINOVA pursuant to clause 3.1, embody the entire agreement and understanding reached between WEBINOVA and the client
and supersede all other prior terms or conditions of business whether written or oral (other than fraudulent pre-contractual
misrepresentations) between WEBINOVA and the Client and all such prior terms or conditions of business (other than those relating
to WEBINOVA’s Targeter business) are hereby superseded. Any rights which either of WEBINOVA or the Client may already have
will not be affected.
1 The Client acknowledges that in entering into this Agreement it has not relied on any representation of whatsoever nature made
by or on behalf of WEBINOVA, its directors, officers, employees or any other person whether orally, in writing, by conduct or
any other means other than as may be expressly set out in this Agreement.
2 WEBINOVA’S OBLIGATIONS
1 Instructions WEBINOVA shall provide services and materials to the Client or, at the Clients direction, to third parties services in
accordance with the Client’s instructions as accepted by WEBINOVA. For the avoidance of doubt, WEBINOVA reserves the
right to refuse to accept any materials, order, instructions or changed order or instructions requested or given by or on behalf of
2 THE CLIENT’S OBLIGATIONS
4.1.1 The Client shall, subject to the terms of this Agreement, pay to WEBINOVA the charges for WEBINOVA’s provision of
services and materials in accordance with WEBINOVA’s schedule of charges (notified to the Client) as is in force from time
to time and such other charges as WEBINOVA may deem reasonably necessary.
4.1.2 All quotations, charges or schedules of charges rendered by WEBINOVA to the Client are, unless otherwise expressly stated
in writing, exclusive of VAT, service tax and any other tax or duty which may be charged on them from time to time and any
such tax or duty shall be payable by the Client in addition to such charges.
4.1.3 All charges referred to in this clause 4 shall be payable within 30 days of the end of the month in which WEBINOVA’s invoice
is rendered to the Client.
4.1.4 Time for payment shall be of the essence and WEBINOVA shall be entitled to charge interest both after as well as before
judgement on any payments not made within the 30 days referred to in clause 4.1.3 at a rate of 4% per annum above the
base rate set by RBI from time to time, such interest accruing on a daily basis until such payments are made in full, but
without prejudice to any other rights WEBINOVA may have.
4.1.5 Without prejudice to WEBINOVA’s right to payment for all work done on behalf of the Client, where the provision of work by
WEBINOVA is suspended at the request, or is delayed through any default, of the Client for a period of not less than 7 days,
then WEBINOVA shall forthwith become entitled to payment for all and any work already carried out and any materials
4.1.6 Without prejudice to any other provision contained in this clause 4, WEBINOVA shall be entitled to make such additional
charges as are provided for by clause 8.2
4.1.7 The Client agrees to indemnify WEBINOVA for any legal or other professional costs incurred by WEBINOVA or its agents
for recovering any amounts outstanding due to WEBINOVA from the Client.
4.2.1 Subject to clause 4.2.2, both during the continuance of this Agreement and thereafter each of WEBINOVA and the Client
shall keep secret and confidential all confidential information acquired from the other concerning the business and
operations of the other or its clients or other third parties and, for the avoidance of doubt, all WEBINOVA’s advice and
proposals are to be treated as being made to the Client on a strictly confidential basis and neither party shall use,
communicate or permit to be used or communicated any such confidential information acquired from the other to any
persons save for purposes contemplated and expressly agreed with the other.
4.2.2 The obligations contained in clause 4.2.1 shall not apply to any item of information to the extent that such information is
or becomes public knowledge (other than as a result of a breach of this clause), has been independently acquired from
a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation
by or against either party to be disclosed.
4.3Presentation of Material
4.3.1 Without prejudice to clause 11, WEBINOVA shall have the right to refuse to accept, handle or despatch any information
or material or any part thereof supplied by or on behalf of the Client to WEBINOVA, or requested by or on behalf of the
Client to be prepared, handled or despatched by WEBINOVA, which WEBINOVA thinks is, will be or is likely to be
deemed defamatory, in breach of any copyright, design right, trade or service mark or which otherwise is, will be or is
likely to be deemed a violation or infringement of the rights of any third party or in any way unlawful or which WEBINOVA
considers to be false or misleading.
4.3.2 The Client shall ensure that all information concerning itself or its products required by statute or otherwise to be
displayed is so displayed in accordance with the relevant provisions, and it shall be responsible for ensuring the legality
of all information and materials prepared, handled or despatched by, or supplied or submitted to, WEBINOVA on its
behalf and the compliance with all codes of practice and other regulations of whatever kind or such information and
4.3.3 The Client shall be responsible for the selection or approval of goods and materials and the provision of adequate
quantities thereof to be used in any Client promotion and shall ensure that they are entirely suitable for that type of
promotion. WEBINOVA shall not be liable for
any loss incurred by the Client as a result of any use made of any such goods or materials.
1 The Client agrees that notwithstanding any other provisions of this Agreement WEBINOVA will not be held liable for any direct
or indirect damages, costs, expenses or losses arising from or in relation to any translation carried out by WEBINOVA.
However, the Client will have the opportunity to review the translation carried out by WEBINOVA before the translation is
distributed and WEBINOVA will correct any error contained in the translation as soon as reasonably practicable after the
Client brings such error to WEBINOVA’s attention.
2 PROPERTY RIGHTS
5.1 Copyright Subject to the written agreement of one of WEBINOVA’s directors to the contrary, both during the term of this Agreement
and thereafter WEBINOVA shall be and remain the owner of all copyright and other intellectual property rights in any material, process
or other work which has been created by WEBINOVA, its employees or sub-contractors pursuant to this Agreement.
1 Standing Matter. All standing matter including films, negatives, positives, plates and other materials supplied and used by
WEBINOVA in the production of any printed matter, promotion or advertisement pursuant to this Agreement, shall remain the
property of WEBINOVA.The Client shall have no right to the return of any standing matter supplied by (or on behalf of) the
Client to WEBINOVA unless and to the extent only that such standing matter is readily separable from any materials belonging
to WEBINOVA and provided that the order to which such standing matter relates has been executed and paid for in full and
that the Client has requested in writing the return of such standing matter within 28 days following performance of such order.
6.1 Delivery of any material or performance of any service by WEBINOVA pursuant to any Client instructions accepted by WEBINOVA
shall be deemed to be made upon the occurrence of any of the following events, whichever is the earlier in time:
6.1.1 despatch by WEBINOVA to any third party in accordance with the Client’s instructions, as accepted by WEBINOVA;
6.1.2 collection by the Client or its agent at WEBINOVA’s premises;
6.1.3 notification by WEBINOVA to the Client of readiness for collection and/or that work has been completed;
6.1.4 tendering by WEBINOVA for despatch where distribution is by a third party;
1 fulfillment of the Client’s instructions, as accepted by WEBINOVA whereupon the Client shall be deemed to have accepted such
delivery and/or performance.
7.1 The risk attaching to any materials produced or despatched by WEBINOVA for the Client shall pass to the Client or where delivery is
to a third party at the Client’s direction, to such third party upon delivery and the Client or such third party shall be responsible for
maintaining adequate insurance of such materials from that time.
1 Subject to clause 5, all right and title in materials produced by WEBINOVA for the Client shall remain with WEBINOVA until
WEBINOVA has received full payment of its charges under clause 4 in respect of such materials.
2 THE CLIENT’S MATERIALS
8.1 Subject to clause 5, all materials submitted by the Client to WEBINOVA to enable WEBINOVA to perform its service under this
Agreement shall remain the Client’s property, and shall be transported, held and worked on by WEBINOVA or any third party at the
Client’s risk. Without prejudice to the generality of clause 11, the Client shall indemnify WEBINOVA fully in respect of any loss, damage,
costs, claims or proceedings arising from WEBINOVA’s use of any such materials pursuant to the Client’s request. 1. WEBINOVA may
reject any materials supplied or selected by the Client which appear unsuitable for the use requested by the Client and WEBINOVA may
make additional charges for materials which it is reasonably obliged to acquire in substitution for them. Without prejudice to the provisions
of clause 9, 10 and 11, where any materials are supplied or selected by the Client for use by WEBINOVA, WEBINOVA shall not be liable
for any loss or damage arising from any defect in such materials.
2 LIMITATION OF LIABILITY
9.1 This Agreement states WEBINOVA’s entire liability of whatever type or nature to the Client. Except as expressly provided in writing,
WEBINOVA gives the Client no warranties or representations of any kind whatsoever in relation to or arising from the provision of any
materials and services or otherwise (except for direct loss suffered by the Client to the extent arising from WEBINOVA’s negl igence or
wilful default) and all other warranties, conditions or obligations imposed or implied by statute or otherwise are expressly excluded. In
no circumstances whatsoever shall WEBINOVA be liable for any indirect or consequential loss including loss of profits, anticipated
savings, production, contracts, goodwill or business opportunities or economic loss not as a result of damage to tangible property or
loss in connection with third party claims or for any other indirect, special or consequential loss. WEBINOVA does not seek (and nothing
in this Agreement shall be deemed) to limit or exclude WEBINOVA’s liability for death or personal injuries caused by its negligence.
9.2.1 In the case of any liability arising from the provision of materials to the Client or at the Client’s direction, to any third party which is
due solely to WEBINOVA’s negligence or wilful default, WEBINOVA’s liability shall be limited to, at WEBINOVA’s discretion,
to any one of the following: (a) the replacement of the materials supplied or the supply of equivalent materials; or
(b) the payment of the cost of
replacing the materials supplied
or of acquiring equivalent
materials; or (c) the payment of
the cost of having the materials
supplied repaired; or
(d) the repair of the materials supplied; or
(e) the cancellation or (to the extent only that they have been already paid to WEBINOVA by the Client) the reimbursement to the Client of
WEBINOVA’s charges for the materials supplied.
9.2.2 In the case of any liability arising from the provision of services to the Client or, at the Client’s direction, to any third party which
is due solely to WEBINOVA’s negligence or wilful default WEBINOVA’s liability shall be limited, at WEBINOVA’s discretion,
to any one of the following: (a) the supply of the services again; or
(b) the cancellation or (to the extent only that they have been already paid to WEBINOVA by the Client) the reimbursement to the Client
of WEBINOVA’s charges for the services supplied.
9.3 If any exclusion or limitation of liability contained in this Agreement shall be held by a court of competent jurisdiction to be invalid
for any reason and WEBINOVA would but for this clause 9.3 thereby become liable without limit for any loss or damage which it
would otherwise have been lawful to exclude or limit, such liability shall be limited to the amount of the aggregate charges paid by
9.4 The Client accepts that the allocation of liabilities and risk between the parties as effected by this Agreement and in particular by
clause 9 and 10 has been evaluated in accordance with the entire framework of this Agreement taking into account such matters
as the nature of the services and the price and the possible availability and cost to each party of putting in place such preventative,
protective, curative, insurance and other measures as would be sufficient to minimize the impact and amount of any loss suffered
should such risk materialize, that any change to the agreed allocation of liabilities and risk as set out in this Agreement and in
particular in clause 9 and 10 would in turn require a renegotiation of the terms of this Agreement (including but without limitation as
to price), and accordingly that such allocation of liabilities and risk is reasonable as between the parties in all the circumstances
prevailing at the time of this Agreement.
9.5 WEBINOVA shall not be liable for any delay or non-performance of its obligations under this agreement arising from any cause or
causes beyond its reasonable control including, without limitation, any of the following: act of god, governmental act, war or
insurrection, strike, fire, flood, telecommunications or power defect or breakdown, work stoppage, inability to obtain materials, or the
full or partial failure of any software supplied by WEBINOVA (or any part of it).
10. FORCE MAJEURE
1 WEBINOVA will not be liable to the Client for any failure, interruption, delay or any other event or matters arising out of
circumstances beyond its reasonable control including, without limitation, any strike, blockade or export embargo.
11.1 The Client shall (except to the extent due to any negligence or wilful default by WEBINOVA) indemnify and keep WEBINOVA
fully indemnified (without any deduction or set-off whatsoever) against all claims, charges, demands, liabilities, losses, costs and
expenses of whatsoever nature (including, but not limited to, any legal or other professional fees or costs and the cost of
investigating, defending, prosecuting and satisfying any claim (whether civil or criminal) incurred or suffered by WEBINOVA directly
and arising (whether in whole or in part) by reason of or in relation to: (a) any delay, non-performance or breach by the Client of any
of its obligations under this Agreement;
(b) any variation, amendment, or supplementation of any instructions accepted by WEBINOVA) pursuant to clause 3.1
which the parties have subsequently agreed pursuant to this Agreement; and/or
(c) any act undertaken by WEBINOVA as a result of a request or instruction from the Client and/or any of WEBINOVA’s
obligations arising under this Agreement and, for the avoidance of doubt, notwithstanding WEBINOVA’s rights under clauses 3.1, 4.3.1
and 8.2 or arising by reason of or in relation to any breach of duty (whether arising in contract, in tort, by statute or otherwise whatsoever)
by the Client.
12.1 This Agreement may be terminated immediately by either party giving notice to the other if: (a) the other commits a material breach
of a material term of this Agreement and such material breach is not remedied (if remediable) within 14 days of receipt of written
notice requiring remedy; or (b) any encumbrance takes possession of, or a receiver is appointed over, any of the property or assets
of the other party or the other party makes any voluntary arrangement with its creditors or becomes subject to an administration
order or goes into liquidation (except for the purpose of amalgamation or reconstruction not involving insolvency and in such manner
that the entity resulting agrees to be bound by or assumes the obligations imposed on that other party under this Agreement) or
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party or if the other party
ceases or threatens to cease to carry on business. Termination of this Agreement will be without prejudice to any rights or liabilities
of either party which have accrued prior to such termination.
1 HEADINGS contained in this Agreement are for reference purposes only and do not otherwise from part of this Agreement.
2 ASSIGNMENT. WEBINOVA may assign or transfer this Agreement or all or any of its rights and/or obligations under this
Agreement to any holding company (as defined in section 4 of the Indian Companies Act 1956 or Subsidiary of it. This Agreement
may not be assigned or sub-licensed by the Client without the prior written consent of WEBINOVA.
3 NO AGENCY Nothing contained in this Agreement shall be construed as constituting or evidencing any partnership, agency or
contract of employment between the parties.
4 RIGHTS All rights to either of the parties shall be cumulative and not exhaustive of any rights and remedies provided by law,
and no exercise or partial exercise by either party of any right under this Agreement shall restrict or prejudice any further or
other exercise thereof or the exercise of any other right granted by this Agreement or otherwise available to it.
5 WAIVER The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms or
conditions of this Agreement shall not be a waiver of such terms or conditions or of the right of such party at any time
subsequently to enforce all terms and conditions of this Agreement.
6 NOTICE Any notice required to be given under this Agreement shall be in writing and shall be sent by first class or recorded
postal delivery prepaid at the appropriate rate or by facsimile transmission provided always that a hard copy of any notice
transmitted by facsimile is posted within 24 hours of such transmission in accordance with this clause. All notices shall be sent
to the address of the relevant party notified to the other from time to time.
7 INDIAN LAW AND JURISDICTION The Agreement shall be governed by and construed in accordance with the laws of India in
every respect and the parties submit to the non-exclusive jurisdiction of the courts at Bangalore, India only.
I confirm that I am duly authorized to agree to the terms. and conditions of the company, and that all information provided above is true and correct.
Client agrees to Webinova Techs LLP’s payment terms and to Webinova Techs LLP’s terms and conditions of service, as stated above, attached to and made a part of this Form.
We will make a search with a credit reference agency and will keep a record of that search. We also make enquiries about the principle directors with a credit reference agency.
Agreed terms may be prepayment or credit. T&C Apply. Credit may be allowed to selected companies only at the sole discretion of Red Newswire or its parent company’s management. Credit: 10 days from invoice date. Cheques and bankers drafts payable to: Webinova Techs LLP payable at Bangalore, remit to firstname.lastname@example.org . Electronic Funds Transfer to via NEFT/RTGS/Wire Transfer to: ICICI Bank, Bangalore, HRBR Layout Branch via Account No 029-805500-169. IFSC Code – ICIC0000298, MICR Code: 560229021. SWIFT Code: ICICINBB002. Service Tax Registration No: AABFW3113DSD001 PAN: AABFW3113D.