1.       Introduction

1.1.    The terms are incorporated into each agreement entered into between Onpassage.com and the advertiser whether or not the advertising request or email or any other document which the customer signs makes reference to these terms.

1.2.    In this contract the following expressions have the following respective meanings unless the context otherwise requires:

• "Advertiser" means the person or company identified by the email request
• "Commerce Provider/Financial Provider" means the 3rd party company used to make online payments between Onpassage.com and the Advertiser.

2.       Terms of payment

The importance of security for all personally identifiable information associated with our visitors is of great importance to us. We exercise great care in selecting our credit card / payments processing partner.

2.1.    Payments are to be made by our Commerce Provider/Financial Provider, a 3rd Party online payment system.

2.2.    Advertisers pay in advance using the online system. Advertisements will only be displayed for the period paid for in advance.

2.3.    All payments to Onpassage.com shall be made in sterling.

2.4.    In the event of late or non payment Onpassage.com reserves the right to suspend the advertiser’s information posted on the website.

2.5.    The Onpassage.com website contains hypertext links to the Commerce Provider/Financial Acquirer for the processing of your credit card payment over a secure server.  We do not control and are not responsible for any services provided by the Commerce Provider/Financial Acquirer.  We do not accept any liability for any loss or damage you suffer as a result of using the Commerce Provider/Financial Acquirer.  

2.6.     Cancellation Policy: For monthly payment options, cancellation may be made with one months notice after the initial 6 month contract period. Annual or term payments cannot be cancelled for the term paid for in advance.

2.7.     All advertisements are accepted subject to provisions of the current rate. Rates are subject to change upon notice from Onpassage.com. In the event of a rate increase during the period of an advance payment, the advertiser will have the option to cancel the remaining period of the advertisement with one month's notice or as of the date of the rate increase, whichever period is the shorter, without penalty or continue the order at the revised rate.

3.         Your Advertisement

3.1.    Acceptance of advertising is subject to space availability at time of request.

3.2.    Positioning of advertisements is at the sole discretion of Onpassage.com except where a request for a specific preferred position is acknowledged by Onpassage.com in writing and is in compliance to the option conditions.  Position will be allocated on a first come, first paid basis. 

3.3.    Onpassage.com reserves the right to re-design parts of or the entire website without prior notice.

3.4.    The practice of deep linking may be necessary, thus enabling visitors to by-pass your home page to visit specific areas of your website directly.

3.5.    All contents of advertisements are subject to Onpassage.com approval. Onpassage.com reserves the right to reject or cancel any advertisement, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by Onpassage.com, or reject any URL link embodied within any advertisement at its sole discretion.  The placing of an advert is an acceptance of these conditions.

3.6.    By placing this order you are requesting that your advert appears on our website. This means that the advert including all images and text can be viewed by all persons with internet access throughout the world.  You consent to the publication of your data in this way.

3.7.    Onpassage.com does not undertake to review the contents of any advertisements and any such review of and approval by Onpassage.com shall not be deemed to constitute an acceptance by Onpassage.com that such advertisement is provided in accordance with the terms of the Agreement nor shall it constitute a waiver of Onpassage.com rights hereunder. Onpassage.com makes no warranty, express or implied, as to the accuracy of any advertisement. In the event that any advert is inaccurate, the advertiser's sole remedy is for Onpassage.com to remedy such inaccuracy as soon as possible of it being notified of the inaccuracy by the advertiser.

4.         Advertisers Representations:

The advertiser warrants and represents to Onpassage.com that:

4.1.    it has the right to publish the contents of the advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights;

4.2.    it has complied with the codes of practice issued by the Advertising Standards Authority in respect of electronic and on-line advertising and all other relevant industry codes of practice;

4.3.    The advertiser agrees to indemnify Onpassage.com forthwith on demand and hold Onpassage.com harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by Onpassage.com in connection with any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the advertisement and/or any material of the advertiser to which users can link through the advertisement and any other contract entered into for the purchase of the advertised goods or services..

4.4.    The advertiser will defend or settle at its own expense any action or other proceedings brought against Onpassage.com that relates to the advertisement and/or any material of the advertiser to which users can link through the advertisement.

4.5.    The advertiser shall pay any and all proper costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded against or incurred by Onpassage.com in any such action or proceedings.

5.       Contractual Information – Placing the Order

5.1.    All advertising requires a signed email order and a signed emailed acceptance. An advert will not be deemed to be accepted until the Advertiser has been sent an acceptance of advertising email from Onpassage.com.

5.2.    The advertiser must notify Onpassage.com as soon as is reasonable by email of any inaccuracy or changes that need to be made.

5.3.    On receipt of notification of payment to Onpassage.com (by making a payment it is implicit that you have read and agreed to these terms and conditions), Onpassage.com will notify the advertiser by email that their advertisement has been added to the website.

5.4.    The agreed contract duration will begin from receipt of payment from the Advertiser.

6.       Limitation of Liability

6.1.    Limitation of Liability: Onpassage.com will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with these terms and conditions for:

·         any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or

·         any loss of goodwill or reputation; or any special or indirect or consequential losses;

·         In any case whether or not such losses were within the contemplation of either party at the date on which the event giving rise to the loss occurred, suffered or incurred by a party arising out of or in connection with the provisions of any matter under these terms and conditions. In particular, and without limitation, the advertiser acknowledges that Onpassage.com will not be liable for such losses whether arising from a failure to publish an advertisement, or from the inaccuracy of any data contained in any advertisements (whether such inaccuracy arises from any action, or failure to act, of Onpassage.com, the advertiser or a third party).

6.2.    The advertiser acknowledges that any website on which an advert is displayed is provided on an "as is" and "as available" basis without any representation or endorsement. Onpassage.com makes no warranties of any kind, whether express or implied, in relation to such website, including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade or that the website will meet any requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or bugs or are fully functional, accurate, or reliable.

6.3.    No conditions other than those set forth in the rates displayed shall be binding on Onpassage.com unless specifically agreed to in writing by Onpassage.com.

6.4.    No conditions other than those set forth in the email order or this shall be binding unless expressly agreed to in writing. In the event of any inconsistency between the email order and this Agreement, this Agreement shall prevail.

7.       Miscellaneous

7.1.    These terms and conditions (as amended from time to time) together with any document expressly referred to in any of the terms, contains the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or verbal, between the parties in relation to such matters. No verbal explanation or verbal information given by any party shall alter the interpretation of these terms and conditions.

7.2.    The invalidity, illegality or unenforceability of any provision of these terms and conditions shall not affect or impact the continuation in force of the remainder of these terms and conditions.

7.3.    Nothing in these terms and conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

7.4.    These terms and conditions shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with these terms and conditions.

Version 1.0 12/10/2004