CENTRAL EUROPEAN NEWS LTD and Europics

TERMS AND CONDITIONS

Unless we have agreed otherwise in writing, then these standard Terms and Conditions apply whenever you buy anything or any work/services. It is your responsibility to read and understand them.

Definitions

• "CEN" or "us" means Central European News Ltd, a company registered in England and Wales, Company Number 03429230, whose Registered Office is at 30 Saint Georges Place, Canterbury, Kent, England, CT1 1UT and whose business address is at Central European News, Hadikgasse 96, 1140, Vienna, Austria. We also trade as Europics. Our telephone number is +43 1 812 128716 / +43 0676 6605122. Our email is newsdesk@cen.at
• "You" means any person or organisation who buys anything or any work/services from us.
• "Intellectual Property Rights" means any patent, trademark, service mark, registered design, copyright, design right, any contact or database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world, whether or not presently existing or applied for, which are held by us.
• "Proposal" means the document describing the items and services we will supply for your use.
• "Purchase Order" is our written confirmation of what you have agreed to buy and what we have agreed to supply and all the details relating to this. In view of the nature of our work (particularly the fact that you want content quickly), this will normally take the form of an invoice.
• "Content" means any photograph, image, text, article, graphic, animation, audio component, digital component, translation, telephone numbers and contact data or anything else containing our work or results of our work.
• "On spec" means when we submit content to you which we feel you may be interested in or we publish content on our website which is marked as such.
• "Office hours" means Monday to Friday inclusive, from 9am to 5pm GMT but excluding all bank and other public holidays in England, Wales and Austria.

1 TERMS

1. Unless we have agreed otherwise in writing, then these standard Terms and Conditions apply whenever you buy any content, work or services from us and they will prevail over any other communication between us.
2. We reserve the right to make changes to our standard Terms and Conditions. The changes will take effect as and when they are posted on our website at www.cen.at.

2 WHAT WE SUPPLY

1. We are a media organisation providing an extensive range of products and services, including, but not limited to, providing news, images (photographs, pictures etc), telephone numbers and contact data, research, translations, and the services of freelance journalists and photographers to media outlets throughout the world.
2. Unless we have agreed otherwise in writing, we own any content or anything that we supply, including the results of any work and or services.
3. We often submit content to you "on spec". If you choose to use such content in any way, then an agreement is immediately formed between us and you agree to be bound to these Terms and Conditions. Similarly, if you use any of our content without prior written agreement, then an agreement is immediately formed between us and you agree to be bound to these Terms and Conditions.
4. By agreeing to buy from us and/or when using our content, work or services in any way, you will be deemed to have accepted these Terms and Conditions and the Purchase Order.
5. When you ask us to supply content, work or services or anything else, then we will submit a Purchase Order to you.
6. When we enter into an agreement with you, we will provide you with the right to use our content or the results of our work and services "“ you will not own it. Those rights will either be in accordance with these Terms and Conditions or, where we vary them, will be contained in the Purchase Order. This means you can only use what we supply in accordance with the rights we give you.
7. If you are buying on behalf of another person or on behalf of an organisation, you are confirming that you have the right to do this. You also agree that you are responsible for your employees, sub-contractors, agents and anyone who is, or reasonably appears to be, working on your behalf.

3 PRICE AND EXPENSES

1. Unless we agree in writing with you otherwise, what we supply will be charged at our set rates. These are shown at Schedule 1 of these Terms and Conditions. VAT and any other relevant government taxes and duties will also be charged where applicable
2. What you agree to pay will be
   (a) the agreed standard fees relating to what we supplied where we already have an existing arrangement with you, or
   (b) as shown on the Purchase Order.
3. Where material is supplied "on spec", we do not usually charge expenses unless you specifically request us to supply additional items, content or work and/or services. If you do, we will confirm this in a Purchase Order.
4. For any other work you order or commission, we will charge for all expenses that we incur:-
   (a) Mileage is charged in accordance with the set rates at Schedule 1
   (b) We will usually try and agree the amount to be incurred for expenses with you when we agree to supply you. However, dependent on what you ask us to supply, there will be occasions when we are unable to do this and expenses will simply be calculated at the rates we incur and added to the invoice.

4 PAYMENT

1. Unless we have specifically agreed otherwise in writing, full payment is due 30 days from the date that we supply the items or work/services to you.
2. We allow you to operate under a pre-arranged HMRC C&E Self-Billing Arrangement where applicable. In these circumstances payment is due within 30 days receipt of publication or use "on spec".
3. Purchase Orders/Invoices are usually submitted on a monthly basis but we may vary this. In any event, payment is always due 30 days from either:
   (a) the date that we supply the items or work/services to you; or
   (b) the date on which you first use "on spec" content.
4. Initially, if you have any queries relating to an invoice you should raise these with us, within 7 days of you receiving the invoice, by contacting us using our email address. Having a query does not mean that you are entitled to withhold payment or any part of payment.
5. If we are unable to resolve your query, then you may have the right to object to the invoice by making an official complaint to the National Association of Press Agencies www.napa.org.uk, of which we are a member.
6. If we do not receive payment when it is due, or if there are any problems with your payment, then we reserve the right to:
   (a) refuse to supply you with any content, work or services in any way whatsoever;
   (b) you will not be able to use any "on spec" content, even if it is sent to you
   (c) charge interest from the date payment was due at the rate of 10% per annum. We are also entitled to recover all reasonable costs and expenses incurred in obtaining payment.

5 SUPPLY

1. We will supply you with reasonable skill and care and to a reasonable standard in accordance with recognised industry standards and codes of practice, but without any warranty or guarantee whatsoever. However, whilst we will use all our reasonable endeavours we will not be responsible for any supply nor failure to supply. Unless agreed by us in writing, time limits etc are estimates only.
2. You are solely responsible for the use of anything, including work/services and the results thereof which we supply to you. We always advise that you make your own enquiries about any content.
3. We supply for your benefit and as such you agree that we can not be held responsible in any way whatsoever to any third parties.

6 INTELLECTUAL PROPERTY RIGHTS, COPYRIGHT AND USE

1. Unless otherwise agreed in writing, you are assigned the rights to use content or anything which we supply to you for such use that we agree with you. However, all Intellectual Property remains ours and ownership of anything supplied during the services does not pass to you.
2. You are able to use whatever we supply to you for the use we have agreed, but not otherwise. For example, if an image is supplied to appear in a named magazine, you may not then use it in another magazine without our agreement.
3. Unless otherwise agreed, you are not able to copy, distribute or re-distribute, transmit, publish or re-publish, re-circulate, alter, change or amend in any whatsoever (such as by caching, framing or similar means), any content or anything whatsoever that we own.
4. All our images are copyright, and should be properly credited to us in print and online unless we have prior specific agreement with you to waive such credit. Your failure to do so may incur a penalty payment of up to £100,000 or an increased percentage of fees, as we in our sole discretion determine. However, this penalty payment will usually be equivalent to double the amount that we would normally ask you to pay for use of that image.
5. Whilst we still retain the copyright of all other content, we would ask that, where possible, you simply credit us.
6. You specifically agree not do anything that may in any way infringe upon or undermine our rights, title, or interest whatsoever in our Intellectual Property. This includes, but is not limited to, any loan, assignment, lease, licence, sale or resale, transfer or gift of the whole or of any part of anything whatsoever that we own.
7. No such rights as described in (1) above will pass until the cleared payment of all amounts due to us from you.

7 GENERALLY

1. We aim to hold data according to current applicable Data Protection legislation subsisting in England and Wales.
2. We are committed to promoting equality and diversity in all our dealings with you and a copy of our equality and diversity policy is available upon written request.
3. You will indemnify us against all claims, costs and expenses which we may incur and which arise, directly or indirectly, from your breach of these Terms and Conditions.

8 LIMITATION OF LIABILITY

1. Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our employees or agents, nor from any other liability imposed upon us by statute in England and Wales.
2. Other than provided for in Clause 9(1) above, we will not be liable in any way for our content, work and/or services supplied, nor as a result of you using our supply in any way whatsoever. Particularly, but not limited to, we will not be liable for any deficiencies in our supply to you if and to the extent that deficiencies are due to any false, misleading or incomplete information or documentation which has been provided to us (whether by you or a third party).
3. We shall never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by you or any third party howsoever caused, including as a result of any negligence, breach of contract, misrepresentation or otherwise.
4. Time limits provided are estimates only and time shall not be of the essence and we will not incur any liability to you nor any third party in respect of any failure to supply you by any time limit.
5. You must commence proceedings within one year after you first had (or ought reasonably to have had) both the knowledge for bringing an action and in any event no later than one year after any alleged breach of contract, negligence or other cause of action. The provision expressly overrides any statutory provision which would otherwise apply; it will not increase the time within which proceedings may be commenced and may reduce it.
6. If we and any other party or parties are liable to you together in respect of the same claim, then we shall be liable to pay you the portion which is found to be fair and reasonable and in accordance with these Terms and Conditions. Therefore, we shall not be liable to pay the portion which is due to the fault of such other party, even if you do not recover all or any money from such other party for any reason.
7. However, if we are held liable to you in any regard, then you agree that the amount which we will have to pay will never exceed 105% of the amount paid by you to us for the supply which resulted in our liability.

9 INDEMNITY

You will indemnify us against all claims, costs and expenses which we may incur and which arise, directly or indirectly, from your breach of these Terms and Conditions.

10 WAIVER

Nothing in these Terms and Conditions and no express or implied waiver by us in enforcing any of our rights shall prejudice our rights to do so in the future.

11 FORCE MAJEURE

We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we will be entitled to a reasonable extension of our obligations.

12 NOTICES

1. Any Notices for either of us must be sent by e-mail or to the address which appears on the Purchase Order.
2. Notices sent by e-mail will be deemed to be received only when the sender receives an acknowledgment of that email from the recipient.
3. Notices being served by post must be served using a service which requires a signature on receipt and will be deemed to have been received on the date after such a record of receipt from or on behalf of the addressee is obtained. .

13 INVALIDITY AND SEVERANCE

Each clause or any part at all of the Agreement is to be regarded as independent of the others. This means that should any clause or any part at all of these Terms and Conditions or any agreement with you be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of this Agreement.

14 GOVERNING LAW AND JURISDICTION

These Terms and Conditions and Agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

SCHEDULE 1

SET RATES

Exclusives

Exclusives will be on a negotiated basis between the supplying agency and the newspaper concerned, as is the current position.

Kill fees

Kill fees are negotiable on ordered work within 14 days with good reason.

EXPENSES

Mileage will be normally calculated at 40 pence per mile. Additional expenditure will be charged at cost.

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