Terms & Conditions

Acceptance of terms and conditions: By placing an order with The Beans Group you confirm that you have read and accepted the following terms and conditions.
 

  1. Interpretation

    "Act" means the Data Protection Act 1998 as amended

    "Advertisement" means an advertisement or series of advertisements which the Advertiser wishes to be placed on the studentbeans.com Website as described in or attached to an Insertion Order, which may be a text-based advertisement or banner/button and a link to the Advertiser's website.

    "Commencement Date" means the date on which the Advertisement shall commence.

    "Confidential Information" means any and all secret or confidential commercial, financial, marketing, technical information, know-how, trade secrets and other information in written, electronic or any other form or medium whether disclosed orally or in writing.

    "Customer" means the person who is the subject of a Lead.

    "Force Majeure" means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under these Terms and Conditions including without limitation: fire; flood; lightning; war; revolution; terrorism; riot; strike; lock-out or other industrial action; failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;

    "Insertion Order" means an order by the Advertiser to place an Advertisement on the studentbeans.com Website or to request The Beans Group to generate Leads on the Advertiser's behalf.

    "Intellectual Property Rights" means any patent, copyright, database right, moral right, design right, registered design, trade mark, service mark, domain name, metatag, know-how, model, unregistered design (and any application for any such right) or other intellectual property right anywhere in the world.

    "Invalid Lead" means a Lead that the Advertiser can demonstrate consists of false, void or non-existent data.

    "Lead" means data submitted by a Customer who has expressed an interest or may be interested in the products or services marketed by the Advertiser.

    "Other Services" as defined in Clause 8.

    "Services" as defined in Clause 2.

    "The Beans Group Materials" means any documentation, materials, software, equipment, data and all other materials owned by or licensed by The Beans Group and used by The Beans Group (excluding the Advertiser Data) in providing the The Beans Group Website or performing its obligations under this Agreement including without limitation the Customer Leads and shall be deemed to include any developments to such materials made during the course of providing the The Beans Group Website to the Advertiser.

    "The Beans Group Website" means the website at the URL "www.studentbeans.com" (or such other URL as The Beans Group may notify the Advertiser from time to time).

    1. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    2. A reference to a person includes an individual, company, corporation, firm or partnership.
    3. A reference to one gender includes a reference to the other gender.
    4. A reference to the singular includes reference to the plural and vice versa.
       
  2. Services

    1. Upon The Beans Group' confirmation of acceptance of the Insertion Order The Beans Group shall provide the services as agreed, which may include the provision of space on The Beans Group Website to advertise the Advertiser's business or products and services, the generation of leads, and/or other services.
       
  3. Charges

    1. In consideration for the provision of Services, the Advertiser agrees to pay The Beans Group such sums, and at such times, as set out in the Insertion Order together with VAT at the applicable rate.
    2. All payments by the Advertiser, pursuant to clause 3.1, shall be made in pounds sterling by electronic transfer to The Beans Groups' bank account as notified to the Advertiser by The Beans Group from time to time.
    3. In any event, all payments by the Advertiser, pursuant to clause 3.1, shall be due 30 days from the date the Advertiser signs the Insertion Order, unless otherwise indicated on the Insertion Order.
       
  4. Duration

    1. The Advertisement shall come into force on the Commencement Date and shall continue for the period specified.
       
  5. Cancellation

    1. The Advertiser may request the cancellation of Services at any time prior to the Commencement Date.
    2. Any request for cancellation must be made in writing to The Beans Group.
    3. In the event that the Advertiser requests the cancellation of Services within 90 days of the Commencement Date, the Advertiser agrees to pay the full amount of sums due pursuant to clause 3.1. In the event that the Advertiser requests the cancellation of Services within 91 to 180 days of the Commencement Date, the Advertiser agrees to pay 50% of the sums due pursuant to clause 3.1.
       
  6. Advertisement

    1. The Advertiser may by completion and submission of the Insertion Order offer to purchase space on the The Beans Group Website to display an Advertisement(s) for a specified period. If The Beans Group accepts the Insertion Order it will notify the Advertiser in writing (which may be by email). The price for the Advertisement will be determined in accordance with Clause 3.1.
    2. The Advertiser will submit its Advertisement to The Beans Group according to The Beans Groups' requirements, as notified to the Advertiser from time to time. The Beans Group may, in its sole judgment, reject any Advertisement which is not in proper format or which The Beans Group otherwise considers unsuitable. If The Beans Group rejects the Advertisement, the Advertiser's sole remedy shall be to obtain a refund, subject to clause 5.3, of any prepaid and unused advertising fees relating to that Advertisement.
    3. Any and all information/material/copy intended for use in the Advertisement by the Advertiser must be provided at least 14 days before the Commencement Date.
    4. In the event that the Advertiser does not comply with Clause 6.3 all sums due pursuant to clause 3.1 remain owing, and The Beans Group is not obliged to provide any Services beyond the agreed Duration as specified.
    5. The Beans Group reserves the right in its sole discretion to
      1. determine all matters concerning the configuration and positioning of the Advertisement, and other administrative or operational issues for the The Beans Group Website as it deems necessary or helpful in the normal course of business; and
      2. at any time take down the Advertisement from the The Beans Group Website for any reason. If The Beans Group takes down the Advertisement, the Advertiser's sole remedy shall be to obtain a refund of any prepaid and unused advertising fees relating to that Advertisement.
         
  7. Lead Generation

    1. The Advertiser may by completion and submission of an Insertion Order request The Beans Group to carry out Lead generating activity, as specified. Lead generation will be charged at the rates set out in the insertion Order. Any Lead generation activity will be subject to the provisions of Clause 6.
    2. The Advertiser shall provide The Beans Group with all information reasonably requested by The Beans Group necessary to generate the Leads. The Advertiser acknowledges that Lead generation is restricted to Customers who have agreed that their details may be passed to the Advertiser.
    3. The Beans Group may, in its sole judgment, reject any request for Lead generation which is not in proper format or which The Beans Group otherwise considers unsuitable. If The Beans Group rejects the request, the Advertiser's sole remedy shall be to obtain a refund of any prepaid and unused fees relating to that Lead generation activity.
    4. Leads generated will be provided to the Advertiser monthly, on the terms set out in Clause 7.5.
    5. The Beans Group grants the Advertiser a [12] month exclusive non-transferable licence of the Lead for the sole purpose of contacting the Customer to promote the Advertiser's goods or services, in accordance with the consent received from the Customer by The Beans Group.
    6. If the Advertiser believes a Lead to be an Invalid Lead, the Advertiser shall notify The Beans Group via email within 7 calendar days of the end of the month of receipt of that Lead, giving full details of its reasons for this belief. Failing such notification, all Leads shall be deemed accepted by the Advertiser.
    7. On receipt of such notice as detailed in Clause 7.6, The Beans Group shall conduct its own analysis of such Lead and shall use its reasonable endeavours to notify the Advertiser of the results of such analysis within 7 calendar days. If The Beans Group agrees that such Lead is an Invalid Lead no charge shall be made in respect of it and any pre-payment for such Lead will be refunded.
    8. Failing such notification as detailed in Clause 7.6, or failing agreement by the parties that a Lead is an Invalid Lead, all Leads shall be deemed accepted by the Advertiser.
    9. The Beans Group shall have no other liability for Invalid Leads and any refund made by The Beans Group in accordance with the provisions of this Clause 7 shall be the sole and exclusive remedy of the Advertiser in respect of such Invalid Lead.
    10. In the event that the Advertiser requests the cancellation of Lead Generation Services this must be done in writing to The Beans Group with a minimum of 14 days notice unless otherwise specified on the insertion order.
       
  8. Email advertising, newsletters and other services

    1. The Advertiser may by completion and submission of the Insertion Order request The Beans Group to broadcast an email Advertisement to The Beans Groups' email list, and/or to include an Advertisement in The Beans Groups' internal newsletter, and/or to provide such other Services as are offered by The Beans Group from time to time ("Other Services").
    2. The Advertiser shall provide The Beans Group with all information reasonably requested by The Beans Group to provide the Other Services.
    3. The Beans Group may, in its sole judgment, reject any request for Other Services which is not in proper format or which The Beans Group otherwise considers unsuitable. If The Beans Group rejects the request, the Advertiser's sole remedy shall be to obtain a refund of any prepaid and unused charges relating to those Other Services.
    4. The Beans Group reserves the right at any time to withdraw the Other Services for any reason. If it does so, the Advertiser's sole remedy shall be to obtain a refund of any prepaid and unused charges relating to those Other Services.
       
  9. Representation and warranties of the advertiser

    The Advertiser represents, warrants and agrees that:

    1. The Advertisement is legal, decent, honest and truthful, and complies with:
      1. The British Code of Advertising, Sales Promotion and Direct Marketing;
      2. any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, the Advertising Standards Authority; and
      3. The Beans Groups' advertisement policies from time to time.
    2. The Advertisement complies in all respects with the provisions of all applicable laws and regulations.
    3. The Advertisement will not breach any contract or infringe any copyright, trademark or any other right of any third party or render The Beans Group liable to any claim or proceedings whatsoever.
    4. The Advertisement is not obscene, offensive, discriminatory, defamatory of any person or business or otherwise illegal.
    5. The Advertisement does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive items.
    6. Any links from the Advertisement will also comply with the Clauses 9.1 - 9.5 above.
    7. In the event the Advertiser is an advertising agency, it is authorised by its client to place the Advertisement with The Beans Group.
    8. To grant The Beans Group a worldwide, royalty-free and non-exclusive licence to copy, modify and publish the Advertisement in accordance with this Agreement.
    9. The Lead will be used solely for the purposes of marketing the Advertiser's goods and services to the Customer in accordance with the consent received from the Customer by The Beans Group for the duration set out in Clause 7.5, and for no other purposes whatsoever.
    10. It has all consents, licences and regulatory authority to conduct its business and to provide the goods and services that are the subject of a Lead.
    11. That it shall not conduct any activity that shall have an adverse impact on the reputation of The Beans Group or its customers, employees, agents or contractors.
    12. The Advertiser shall maintain accurate, complete and detailed records relating to its use of all Leads. The Beans Group and its representatives may, upon giving reasonable notice and during normal business hours, enter the Advertiser's premises to inspect and audit the Advertiser's books of account and all supporting documentation and take copies. The Advertiser shall at its own expense make appropriate employees and facilities available to The Beans Group and provide all reasonable assistance. If the audit shows that the amounts paid under this Agreement are incorrect, the Advertiser will promptly pay the extra required. The Beans Group will pay its costs of the audit except where the amounts paid under this Agreement are incorrect by 10% or more, in which case the Advertiser will bear the costs of the audit.
    13. In the event that it does not comply with Clause 3.3 The Beans Group is not obliged to provide the Services until such time as it has fully complied with Clause 3.3.
    14. The Beans Group is not obliged to monitor or verify that the Advertiser has complied with Clauses 8.1 – 8.12, and for the avoidance of doubt, The Beans Groups' publication of an Advertisement does not constitute its acceptance that the Advertisement is compliant.
       
  10. Indemnities

    The Advertiser agrees to indemnify and keep indemnified The Beans Group and its customers in full against all costs, expenses, legal fees, fines and penalties resulting from:

    1. Any breach by the Advertiser of:
      1. Clauses 9.1 -9.12.
      2. Clause 12
    2. Any loss and/or damage arising from any comments in relation to the Advertisement, howsoever made, on any Social Media Website/Forum/Platform.
       
  11. The Beans Groups' obligations

    1. Subject to these Terms and Conditions, The Beans Group shall use reasonable endeavours to:
      1. keep the The Beans Group Website available, subject to maintenance and downtime as reasonably required by The Beans Group;
      2. provide or procure the provision of the Services using the reasonable skill and care of a competent provider of services of the type provided.
    2. The Beans Group will use its reasonable endeavours to meet the dates agreed with the Advertiser for provision of the Services but does not warrant the date or period of insertion of the Advertisement.
    3. In the event that The Beans Group fails to comply with Clause 11.1, then The Beans Group will at its sole discretion, either:
      1. correct the The Beans Group Website without any additional charge; or
      2. refund the charges in respect of the The Beans Group Website or those Services which have not been satisfactorily performed.
    4. The Beans Group will use its reasonable endeavours to provide a full report on the performance of the Services provided on completion of the Advertisers campaign. Additional performance reports may be requested by the advertiser no more than once a month during the provision of the Services unless otherwise agreed with The Beans Group.
    5. The Advertiser agrees that Clause 11.4 represents its sole and exclusive remedy in respect of unsatisfactory performance of the The Beans Group Website or the Services.
       
  12. Data Protection

    1. To the extent that the Leads contain personal data, The Beans Group shall become and remain at all times the data controller and the Advertiser shall be the data processor in respect of the Leads and any other information obtained by The Beans Group about the Customer.
    2. The Advertiser warrants that:
      1. it shall comply with any instructions given by The Beans Group in the processing of the Leads and other information obtained by The Beans Group about the Customer;
      2. it will not use the Leads and other information obtained by The Beans Group about the Customer for any purpose which may be inconsistent with those identified to data subjects on or before the time of collection;
      3. it shall operate and maintain in place appropriate operational and technological processes and procedures to safeguard against unauthorised access, loss, destruction, theft, use or disclosure of the Leads and other information obtained by The Beans Group about the Customer.
    3. For the purposes of this Clause the terms "personal data" and "data controller", "data processor" and "data subjects" shall be as defined in the Act.
       
  13. Intellectual property rights

    1. All Intellectual Property Rights in The Beans Group Materials shall remain vested in The Beans Group and/or its licensors.
       
  14. Confidentiality

    1. Subject to Clause 14.2, all Confidential Information disclosed or obtained as a result of this Agreement shall be kept confidential by the parties and neither party shall use or disclose such Confidential Information. Where such Confidential Information is disclosed by a party to its employees, agents or sub-contractors, it shall be subject to confidentiality obligations equivalent to those set out in this Agreement. Each party shall procure that any such employee, consultant, sub-contractor or agent complies with such obligations. The Advertiser agrees that the charges and rates applying to this Agreement are Confidential Information belonging to The Beans Group and shall be kept confidential in accordance with this clause.
    2. The obligations of confidentiality in Clause 14.1 shall not extend to any disclosure of Confidential Information which either party can show:
      1. is necessary for the proper performance of its obligations under this Agreement;
      2. has been carried out with the prior consent of the other party;
      3. is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; or
      4. was in its records prior to the Commencement Date (other than in contemplation of this Agreement); or
      5. was independently disclosed to it by a third party entitled to disclose the same; or
      6. is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
         
  15. Limitation of liability

    1. Nothing in these Terms and Conditions shall restrict or exclude The Beans Group's liability for death or personal injury resulting from that party's negligence, fraud, nor for fraudulent misrepresentation.
    2. Subject to Clause 15.1, The Beans Group shall not be liable in any circumstances to the Advertiser for consequential, special or indirect losses, or the following losses whether direct or indirect: loss of profits, loss of revenue, economic loss, loss of business or contracts, loss of anticipated savings or goodwill, loss of data, (or any losses arising from a claim by a third party for any of the above losses); whether arising under contract, statute, tort (including without limitation, negligence), or otherwise.
    3. The Beans Group will not be liable for:
      1. any failure to comply with the provisions of these Terms and Conditions if such default is attributable to any extent to the acts or omissions of the Advertiser, its agents, employees or contractors, including without limitation the failure of the Advertiser to perform its obligations under these Terms and Condtions;
      2. any consequences arising from The Beans Group complying with the Advertiser's instructions or requirements;
      3. any consequences arising from the Advertiser failing to secure any necessary consents, licences or permissions; or
      4. any consequences arising from software or equipment not supplied by The Beans Group or the internet.
    4. Subject to Clause 15.1, the aggregate liability of The Beans Group for all claims arising under or in connection with these Terms and Conditions (whether arising under contract, statute, tort (including without limitation negligence) or otherwise) shall be limited to the total value of monies received by The Beans Group from the Advertiser in respect of the Services.
    5. The charges have been calculated on the basis that each party will exclude or limit its liability as set out in these Terms and Conditions.
       
  16. Termination

    1. Either party may terminate immediately upon notice in writing to the other party in the event that the other party commits a breach of its obligations under these Terms and Conditions and:
      1. such breach is material and cannot be remedied; or
      2. such breach is material and possible to remedy and that other party fails to remedy such breach within thirty (30) days of having been required in writing to remedy such breach.
    2. Either Party may terminate immediately upon notice in writing to the other Party (the "Defaulting Party") in the event that the Defaulting Party shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by virtue of the relevant statutory provisions under the applicable law to be unable to pay its debts.
    3. The Beans Group shall be entitled to terminate immediately in the event that:
      1. the Advertiser is in breach of any of its undertakings in Clauses 6, 7, 8 or 9; or
      2. the Advertiser fails to pay the charges payable in accordance with these Terms and Conditions.
    4. In the event that a Customer makes a complaint in respect of the Advertiser, The Beans Group shall be entitled to immediately suspend provision of the Services. The Beans Group shall investigate such complaint as soon as reasonably practicable and if at the end of such investigation The Beans Group agrees there are valid grounds for complaint then The Beans Group shall be entitled to immediately terminate.
       
  17. Consequences of termination

    1. The termination shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
    2. The provisions which are intended or expressed to survive termination, shall so survive.
    3. Each party shall immediately return to the other party all of the other party's property (including without limitation Confidential Information) in its possession at the date of termination.
       
  18. Force Majeure

    1. If either party is affected by Force Majeure it shall not be in breach of these Terms and Conditions or otherwise liable to the other by reason of any delay in performance or non-performance of any of its obligations due to such event.
    2. If such Force Majeure persists for a period of three (3) months then the party prevented from complying with its obligations by such event shall be entitled while the Force Majeure persists, to terminate immediately upon notice to the other party.
       
  19. Assignment and sub-contacting

    1. The Advertiser shall not assign, delegate, sub-contract, transfer or otherwise dispose of any of its rights or responsibilities under these Terms and Conditions without the prior written consent of The Beans Group.
    2. The Beans Group shall be permitted to assign, delegate, sub-contract, transfer or otherwise dispose of any of its rights or responsibilities under these Terms and Conditions without the prior written consent of the Advertiser.
       
  20. Variations

    1. No variation of these Terms and Conditions shall be effective unless it is in writing and is signed by an authorised representative of each party.
       
  21. Severability

    1. If at any time any part of these Terms and Conditions or a clause of these Terms and Conditions becomes void or unenforceable under any applicable law it shall be deemed to be deleted from these Terms and Conditions and the remaining provisions of these Terms and Conditions shall continue unaffected.
       
  22. No waiver

    1. No provision of these Terms and Conditions shall be waived unless agreed to be waived by both parties in writing. If any provision is waived, then that waiver shall operate for that instance only and not future instances, unless agreed otherwise by both parties in writing.
       
  23. Notices

    1. Unless expressly stated in these Terms and Conditions, all notices relating to these Terms and Conditions must be provided in writing to the relevant addresses appearing in the Insertion Order sent by post, courier, fax or email.
    2. A notice will be deemed to be served: in respect of notices delivered by post two working days after the date of posting or by courier, on the date the notice is received by a party as indicated by the signature of the party on the courier receipt. A notice will be deemed to be served in respect of notices delivered by fax, email or system notification on the day that such notice is successfully sent (if sent before 5pm on a working day, otherwise it will be deemed served at 9.30am the next working day) provided that the sending party retains a copy of a successful transmission report or other evidence that such notice was sent.
       
  24. Law and jurisdiction

    1. These Terms and Conditions and any dispute or claim arising in connection with it shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.