Terms and Conditions of Trade
Midlands 103 - Terms and Conditions of Trade
1. Definitions
1.1 Midland Community Radio Services Limited trading as Midlands 103 its successors and assigns or
any person acting on behalf of and with the authority of Midlands 103
1.2 “Client” shall mean the person or entity described as such on the invoices, application for credit,
quotation, work authorisation or any other forms to which these terms and conditions apply, and shall
mean any person acting on behalf of and with the authority of such person or entity.
1.2 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the
Client on a principal debtor basis.
1.4 “Services” shall mean Services supplied by Midlands 103 to the Client (and where the context so
permits shall include any supply of Services as hereinafter defined) and are as described on the
invoices, quotation, work authorisation or any other forms as provided by Midlands 103 to the Client.
1.5 “Services” shall mean all services supplied by Midlands 103 to the Client and includes any advice or
recommendations (and where the context so permits shall include any supply of Services as defined
above).
1.6 “Price” shall mean the cost of the Services as agreed between Midlands 103 and the Client subject to
clause 3 of this agreement.
2. Acceptance
2.1 Any instructions received by Midlands 103 from the Client for the supply of Services and/or theClient’s acceptance of Services supplied by Midlands 103 shall constitute acceptance of the terms and
conditions contained herein.
2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally
liable for all payments of the Price. Upon acceptance of these terms and conditions by the Client the
terms and conditions are irrevocable and can only be amended with the written consent of
Midlands 103.
The Client undertakes to give Midlands 103 at least fourteen (14) days notice of any change in the
Client’s name, address and/or any other change in the Client’s details.
3. Price And Payment
3.1 At Midlands 103’s sole discretion the Price shall be either;
(a) as indicated on invoices provided by Midlands 103 to the Client in respect of Services supplied; or
(b) Midlands 103’s quoted Price which shall be binding upon Midlands 103 provided that the Client
shall accept Midlands 103’s quotation in writing within thirty (30) days.
3.2 At Midlands 103’s sole discretion a deposit of 100% may be required.
3.3 Time for payment for the Services for approved customers shall be Thirty (30) days from date of
invoice.
3.4 At Midlands 103’s sole discretion payment for approved Clients shall be made by instalments in
accordance with Midlands 103’s payment schedule,
3.5 Payment will be made by cheque, bank draft, or by direct credit.
3.6 VAT and other taxes and duties that may be applicable shall be added to the Price except when they
are expressly included in the Price.
3.7 The failure of Midlands 103 to deliver shall not entitle either party to treat this agreement as
repudiated.
3.8 Midlands 103 shall not be liable for any loss or damage whatever due to failure by Midlands 103 to
deliver the Services (or any of them) promptly or at all.
4. Title
4.1 It is the intention of Midlands 103 and agreed by the Client that ownership of the Services shall not
pass until:
(a) the Client has paid all amounts owing for the particular Services, and
(b) The Client has met all other obligations due by the Client to Midlands 103 in respect of all
contracts between Midlands 103 and the Client.
4.2 Receipt by Midlands 103 of any form of payment other than cash shall not be deemed to be payment
until that form of payment has been honoured, cleared or recognised and until then Midlands 103’s
ownership or rights in respect of the Services shall continue.
4.3 It is further agreed that:
(a) Where practicable the Services shall be kept separate and identifiable until Midlands 103 shall
have received payment and all other obligations of the Client are met; and
(b) Midlands 103 shall have the right to cancel or suspend any booking for airtime whether or not the
commercial has already aired.
(c) The Client is only a bailee of the Services and until such time as Midlands 103 has received
payment in full for the Services then the Client shall hold any proceeds from the sale or disposal
of the Services on trust for Midlands 103.
5. Clients Disclaimer
5.1 The Client hereby disclaims any right to rescind, or cancel agreements or to sue for damages or to
claim restitution arising out of any misrepresentation made to the Client by Midlands 103 and the
Client acknowledges that the Services are bought relying solely upon the Client’s skill and judgment.
6. Defects
6.1 The Client shall inspect the Services/Invoice on delivery and shall within twenty four (24) hours days
notify Midlands 103 of any alleged defect, shortage in quantity, damage or failure to comply with the
description or quote. The Client shall afford Midlands 103 an opportunity to inspect the Services
within a reasonable time following delivery if the Client believes the Services are defective in any
way. If the Client shall fail to comply with these provisions the Services shall be presumed to be free
from any defect or damage. For defective Services, which Midlands 103 has agreed in writing that
the Client is entitled to reject, Midlands 103’s liability is limited to either (at Midlands 103’s discretion)
replacing the Services or repairing the Services.
7. Warranty
7.1 To the extent permitted by statute, no warranty is given by Midlands 103 as to the quality or suitability
of the Services for any purpose and any implied warranty is expressly excluded. Midlands 103 shall
not be responsible for any loss or damage to the Services, or caused by the Services, or any part
thereof however arising.
8. Sale of Services Act 1893 and Sale of Servces and Supply of Services Act 1980
8.1 This agreement is subject to the provisions of the Sale of Services Act 1893 and the Sale of Services
and Supply of Services Act 1980 in all cases except where the Client is contracting within the terms of
a trade/business (which cases are specifically excluded).
8.2 Notwithstanding clause 10.1 nothing in this agreement is intended to have the effect of contracting
out of any applicable provisions of the Sale of Services Act 1893 (in particular sections 12-15), or the
Sale of Services and Supply of Services Act 1980, or any laws or legislation governing the rights of
consumers, except to the extent permitted by those Acts laws or legislation.
8.3 In particular where the Client buys Services as a consumer the provisions of Clauses 8 and 9 above
shall be subject to any laws or legislation governing the rights of consumers.
9. Default & Consequences of Default
9.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the
date of payment at a rate of 1.5% per calendar month and such interest shall compound monthly at
such a rate after as well as before any judgment.
9.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify Midlands 103
from and against all costs and disbursements incurred by Midlands 103 in pursuing the debt including
legal costs on a solicitor and own client basis and Midlands 103’s collection agency costs.
9.3 Without prejudice to any other remedies Midlands 103 may have, if at any time the Client is in breach
of any obligation (including those relating to payment); Midlands 103 may suspend or terminate the
supply of Services to the Client and any of its other obligations under the terms and conditions.
Midlands 103 will not be liable to the Client for any loss.
9.4 Damage the Client suffers because Midlands 103 exercised its rights under this clause.
If any account remains overdue after thirty (30) days then an amount of the greater of €20.00 or
10.00% of the amount overdue (up to a maximum of €200) shall be levied for administration fees
which sum shall become immediately due and payable.
9.5 Without prejudice to Midlands 103’s other remedies at law Midlands 103 shall be entitled to cancel all
or any part of any order of the Client which remains unperformed in addition to and without prejudice
to any other remedies and all amounts owing to Midlands 103 shall, whether or not due for payment,
become immediately.
9.6 payable in the event that:
(a) any money payable to Midlands 103 becomes overdue, or in Midlands 103’s opinion the Client will
be unable to meet its payments as they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an
arrangement with creditors, or makes an assignment for the benefit of its creditors; or a receiver,
manager, liquidator (provisional or otherwise) or
(c) Similar person is appointed in respect of the Client or any asset of the Client.
10. Security and Charge
10.1 Despite anything to the contrary contained herein or any other rights which Midlands 103 may have
howsoever:
(a) Where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset
capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge
all of their joint and/or several interest in the said land, realty or any other asset to Midlands 103 or
Midlands 103’s nominee to secure all amounts and other monetary obligations payable under the
terms and conditions. The Client and/or the Guarantor acknowledge and agree that Midlands 103
(or Midlands 103’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat
shall be leased once all payments and other monetary obligations payable hereunder have been
met.
(b) Should Midlands 103 elect to proceed in any manner in accordance with this clause and/or its
sub-clauses, the Client and/or Guarantor shall indemnify Midlands 103 from and against all
Midlands 103’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) The Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint
Midlands 103 or Midlands 103’s nominee as the Client’s and/or Guarantor’s true and lawful
attorney to perform all necessary acts to give effect to the provisions of this clause
11. Cancellation
11.1 Midlands 103 may cancel these terms and conditions or cancel delivery of Services at any time
before the Services are delivered by giving written notice. On giving such notice Midlands 103 shall
repay to the Client any sums paid in respect of the Price. Midlands 103 shall not be liable for any loss
or damage whatever arising from such cancellation.
12. Data Protection Act 1988 & Data Protection Act 2003 GDPR
12.1 The Client and the Guarantor/s (if separate to the Client) authorises Midlands 103 to:
(a) Collect, retain and use any information about the Client, for the purpose of assessing the Client’s
creditworthiness or marketing products and services to the Client; and
(b) To disclose information about the Client, whether collected by Midlands 103 from the Client
directly or obtained by Midlands 103 from any other source, to any other credit provider or any
credit reporting agency or the purposes of providing or obtaining a credit reference, debt
collection or of listing (whether before or after judgement) a default by the Client on publicly
accessible credit reporting databases.
12.2 Where the Client is an individual the authorities under (clause 12.1) are authorities or consents for the
purposes of the Data Protection Act 1988 & Data Protection Acts 1988-2018.
12.3 The Client shall have the right to request Midlands 103 for a copy of the information about the Client
retained by Midlands 103 and the right to request Midlands 103 to correct any incorrect information
about the Client held by Midlands 103.
13. Production Charges/Intellectual Property
13.1 Where Midlands 103 produce advertising material services for the Client, then the copyright in the
productions shall remain vested to Midlands 103 and shall only be used by the Customer at
Midlands 103’s discretion. The Client warrants that all material or instructions to Midlands 103 will not
cause Midlands 103 to infringe any patent, registered design or trademark in the execution of the
Client’s In the event of a production been used elsewhere. The extra equity rates Incurred to
Midlands 103 will be invoiced to the client at cost levels. Further production to existing or agreed
produced commercials will incur extra fees.
14 General
14.1 Each clause of this contract is severable and distinct from the others. If any provision of these terms
and conditions is or becomes invalid, void, illegal or unenforceable the validity, existence, legality and
enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
14.2 These terms and conditions and any agreement to which they apply shall be governed by the laws of
Ireland and are subject to the jurisdiction of the courts of Ireland.
14.3 Midlands 103 shall be under no liability whatever to the Client for any indirect loss and/or expense
(including loss of profit) suffered by the Client arising out of a breach by Midlands 103 of these terms
and conditions.
In the event of any breach of this contract by Midlands 103 the remedies of the Client shall be limited
to damages. Under no circumstances shall the liability of Midlands 103 exceed the Price of the
Services.
14.4 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed
to be owed to the Client by Midlands 103.
14.5 Midlands 103 may license or sub-contract all or any part of its rights and obligations without the
Client’s consent.
14.6 Midlands 103 reserves the right to review these terms and conditions at any time. If following any
such review, there is to be any change to these terms and conditions then that change will take effect
from the date on which Midlands 103 notifies the Client of such change. Except
14.7 where Midlands 103 supplies further Services to the Client and the Client accepts such Services.
14.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out,
industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either
party.