Terms and Conditions
1. WHO WE ARE
Whistl (Doordrop Media) Limited is a limited company registered in England under number 613278 (“We”, “us” or “Whistl”) and this expression includes anyone to whom We transfer all or part of the contract). We can transfer or subcontract this contract or any of our rights or duties under the contract to any other person. We are contracting with the business or organisation as detailed in the online order form (“You”). You have confirmed that You are acting as a business or in the course of trade and that You are not acting as a consumer. This means that the rules which cover consumers buying online do not apply to You.
2. WHEN DOES THE CONTRACT BECOME EFFECTIVE
The contract only becomes effective when We send You a confirmation email that We have accepted Your order. We are under no obligation to accept Your order and do not have to give reasons if We do not accept it. If You do not receive a confirmation email from us, there is no contract in place, unless one of our authorised representatives writes to You to confirm otherwise. The contract includes these terms and conditions. Once a booking is confirmed, our written consent is required for any change to it. If We do, in our absolute discretion, agree to any change, in addition to paying any increased booking charges, You will need to pay a £100 administration charge (or our standard booking change administration charge, from time to time, if that is higher).
3. WHAT ARE OUR AND YOUR OBLIGATIONS
3.1 We will use reasonable care and skill when We provide the distribution and, where applicable, printing and/or design services. This includes aiming to distribute the items as specified in Your order. printing, design and distribution times are not guaranteed. The confirmation of order shall show the date selected for each element of the campaign if more than one selected). This delivery period is subject to the delivery period remaining available in Royal Mail’s booking system. Whistl will request a booking for that period (if it remains available) but cannot guarantee that Royal Mail will accept it. The delivery period (s) that is (are) booked will be notified to You if it differs from the booking order. An item will be treated as being delivered within the agreed timeframe if it is delivered over a two-week period from Your chosen start week and no more than 6 days after the end date of the delivery period that has been booked. We may amend the requested delivery schedule, including if the chosen sectors do not match Royal Mail’s distribution rounds, and will endeavor to notify You if We do this. The delivery volumes per sector may change from time to time and therefore draft campaign volumes and costs are indicative only and are subject to change as well as the finite delivery volumes within a postcode sector. We will charge, and You will pay, based on the actual volumes delivered.
3.2 No more than one item will be delivered per letterbox, except where there is evidence of more than one abode at an address when one item may be delivered for each abode (up to a maximum of four abodes per address). No distribution will be made to commercial property.
3.3 Where We use Royal Mail for deliveries, delivery will be governed by the delivery routes as defined by Royal Mail and accordingly items may be delivered in a sector that has not been booked. If You hand over to Royal Mail fewer items than You have booked, We and Royal Mail have discretion as to the addresses to be covered.
3.4 Should any addresses opt out of the receipt of unaddressed items through a written request to Royal Mail or, where applicable, Whistl or through the ‘Your Choice’ scheme operated by the Direct Marketing Association (or any other scheme We or Royal Mail recognise), We will try to ensure that these households do not receive an item.
3.5 We do not have to distribute to properties where, for whatever reason, We consider it would be unsafe or undesirable so to do. Distribution figures are estimates only and if they are inaccurate, this does not amount to a sufficient reason for You to terminate the contract. Whilst We will make all reasonable efforts to distribute to the total number of households in the estimated distribution figure, We do not guarantee coverage of all households in the contracted area. The distribution figures We supply have a tolerance of 5%. If Royal Mail deliver to fewer than 95% of the addresses and provide us with a credit, We will remit this to You after deducting our processing costs of £25.
3.6 You are fully responsible for the content, design and correct weight* (*when selecting a specific weight band for distribution only) of the items We are contracted to distribute or, where applicable, print and/or design, and You are fully responsible for choosing the area(s) of the intended distribution. You must, at all times, have all the rights necessary to enable us to distribute and, where applicable, design and/or print the items. This includes, without limitation, You having the legal right to use any images, words, or other content for the purpose for which You provide them to us. You are fully responsible for the content of the items, including where We have provided a design service and You will ensure that the contents of items do not infringe the intellectual property rights or other rights of anyone else. Even where We provide design or printing services, We do not provide any copy clearance or any other service relating to checking the contents of any item against any applicable standards or requirements. Where We provide any targeting services to assist You in identifying the area in which a distribution is to be carried out, We provide no guarantee or assurance of any kind that the distribution will be successful or produce any particular result.
You accept that where We provide images You may only use them for the service We provide, that We do not provide any warranties in respect of them and that We can allow other people to use the same images.
Our versions service enables multiple print versions with the same print specification format per campaign. When selecting multiple print versions of Your leaflet specification per campaign it is Your responsibility to make it clear which print version(s) is assigned to which area. (only one print version can be assigned to one area).
Where You use Whistl’s online and offiline design services the designs prepared by Whistl for You as part of Your design services project may have similarities to designs prepared by Whistl for other parties. Nothing in these terms confer or grant You any intellectual property rights or other rights (other than to use the design for the purpose of a distribution using our services) in relation to the design provided by Whistl and Whistl reserves the right to use the same or similar design or elements of it in other design services, projects or otherwise for itself or other parties.
3.7 Where you order print services:
You are responsible for the quality of the pdf artwork(s) uploaded and that it is of high enough resolution for the print process.
You are responsible that the correct pdf artwork(s) for the print specification format selected is supplied and that the artwork matches the campaign option selections.
All artwork is printed using CMYK
All orders are completed solely on the basis of the pdf artwork(s) and information provided to us by You. Any additional costs that arise due to the inaccuracy of the artwork supplied will be charged by us and paid by You.
The colour of the printed item will be affected by the type of material chosen for the printing of the artwork. We do not accept any liability or responsibility whatsoever for any variations in colour or any other defects or irregularities as a result of the colour chosen or the materials used for printing.
If whilst performing print services We discover that the pdf artwork provided by You is defective or incorrect, We will make reasonable endeavours to notify You; however nothing in this clause will relieve You of sole responsibility for ensuring the there are no such defects or incorrect aspects to the artwork. It is Your responsibility to either provide the corrected artwork in the timeframes specified by us or give permission for Whistl to the make the necessary changes (charges will be applicable and may impact the distribution start date). If You choose to proceed without making the advised corrections, then You do so at Your own risk. We will not be liable for any mistakes or errors or inaccuracies in spelling, punctuation, contact details or layout.
3.7.1 if We provide a proof of the item(s), You must approve it or provide the required changes within 12 hours and, if You miss this deadline, We may treat the proof as approved, proofs are not supplied as standard. Proofs must be requested by the person ordering at the time of ordering in writing.
3.7.2 You agree to pay any additional amounts claimed from us by any print subcontractor for Your failure to comply with Your obligations or for any other reason permitted under our subcontract with the supplier.
3.8 Where You order offsite design services, We will provide to You an electronic proof of the item for Your approval. You are responsible for approving these proofs and You agree that once You have approved the proof, the item(s) cannot be changed or cancelled. We shall not be liable to You (or anyone else) for in connection with any error, omission, incorrect design or any other fact, matter or issue relating to the item once the proof has been approved.
3.9 If You are not providing a pdf artwork (s) at time of booking, You must ensure You give an accurate design description(s) when making Your booking as this is used with Royal Mail to select the correct category code – We are not liable for campaigns cancelled by Royal Mail which have been booked under an incorrect category code due to an incorrect description. Where We use Royal Mail to carry out the distribution, they will try not to deliver Your items with competing items but subject to such exceptions as Royal Mail may specify from time to time (including, items from any political party, government, public administration or religious organisation and multi-ad items).
4. WHAT IF THERE IS A DELAY
4.1 Any delays which may occur in the design, printing or distribution that originate with You or any of Your agents or contractors are Your responsibility and any extra expenses We incur resulting from such delays will be charged in addition to the fixed price for the contract.
4.2 Where it forms part of the contract with Whistl, We will do what is reasonable to arrange the printing within the timescale mentioned and to achieve complete distribution within the requested period of the distribution but We are not responsible for any delay caused by Weather conditions or any other circumstances outside our own control such as any third party not providing the services under a sub-contract with us.
4.3 If there is a delay in printing or distribution, whether or not We are responsible for it, We will continue the printing and distribution until the printing and the contracted coverage have been completed.
5.1 Complaints concerning non-delivery or incorrect delivery must be made in writing to us within 7 days of the alleged non-delivery or incorrect delivery. The complaints must include the addresses involved and such other evidence as We or Royal Mail may require to verify Your complaint. Complaints received after this period will not be considered. A minimum of 10 addresses within a postcode sector must be supplied in order for us to investigate non-delivery.
5.2 If any complaints after investigation prove to be unfounded then We have the right to recover from You the costs and expenses involved in such investigation.
6. ACCEPTANCE OF ITEMS
6.1 We may refuse to print, design or distribute any items. If we do this, we will notify you of our decision.
6.2 You are fully responsible for the items and for ensuring that they do not infringe any applicable laws, regulations, advertising or other codes or practice or third-party rights. The items must not include any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous, may cause embarrassment to anyone likely to see the item, may damage our reputation or that of Royal Mail or is in breach of any third-party intellectual property rights. You will fully and effectively indemnify us and any of our subcontractors in respect of any damages, losses, costs or expenses incurred by us or any of our subcontractors, or any claims, action or proceedings, threatened or actual against us or our subcontractors arising from the nature or content of the items. If We design, print or distribute any item which does not comply with the above requirements, this does not imply any approval, acceptance or waiver of rights to be indemnified by us or any of our sub-contractors.
6.3 Whistl accepts our booking based on the description/s of the item supplied by You, should a pdf or pdf’s not be seen at the time of booking. If the description/s is not accurate or the pdf or pdf’s changes prior to the delivery of items into the delivery network then You are liable for any associated costs if the item no longer matches the industry sector upon which the booking was accepted.
6.4 The item the customer is distributing must only promote one company, legal entity or organisation.
6.5 We aim to make sure that any items printed items by Whistl are of a reasonable quality but provide no warranty as to the eventual quality of the printed items.
6.6 All items must be smaller than A4 in size, less than 5mm in depth and under 20g or 35g in Weight, dependent on the campaign options You have supplied. If over these parameters then items may be refused (100% cancellation charges would apply) or additional charges may be incurred.
6.7 Where You are not utilising Whistl’s print service, all items must be delivered into the delivery network (one or more delivery locations) in line with the handover documents that are provided by Whistl following the acceptance of the order. Failure to conform to these requirements may result in the refusal of items (100% cancellation charges would apply) or costs for re-work charges.
6.8. Where You have printed the items, You will need to arrange delivery of the items to Royal Mail by the agreed time and place and You will hold us harmless against any failure to comply with Royal Mail’s operational requirements and relevant terms and conditions.
7.1 You must pay the contract price in full at the time of placing Your order unless You have agreed in writing alternative payment terms with Whistl. Except in the circumstances described in condition 9.2, We will not refund any money which has already been paid unless We receive a refund from Royal Mail in which case We will remit this to You after deducting our processing costs of £25.
7.2. Any cancelled items, or items surplus to the booking requirements will be destroyed and You are responsible for paying for the cost of destruction. Any customer which has been given a credit limit by Whistl, and has not paid for an order by the date of cancellation, will still be required to pay the amount of the cancelled order in full.
7.3 Where You have not fully complied with these terms and conditions or have or may become insolvent, We may in our discretion either (a) re-work the items, and We will pass on the Royal Mail re-work charges plus a processing fee of £25, or (b) treat the distribution as having been cancelled and We will not refund any money which has already been paid unless We receive a refund from Royal Mail in which case We will remit this to You after deducting our processing costs of £25.
8. PAYMENT OF INVOICES
8.1 The contract price must be paid in full by credit or debit card without set off or deduction together with VAT at the prevailing rate, before We commence any of the printing or distribution services, unless agreed in writing prior to Whistl accepting the order. Unless such payment is received, We shall have no obligation to carry out the distribution on Your behalf.
8.2 You will have no ownership in any items We print for You until We have been paid in full for the printing and distribution services for those items. Risk in the items will pass to You upon completion of printing the items.
9. HOW MUCH COMPENSATION IS PAYABLE IF WE FAIL TO PERFORM OUR OBLIGATIONS
9.1 We do not seek to exclude or limit our legal liability for death or personal injury arising from our negligence. This condition is not affected by any of the other conditions.
9.2 Where We are satisfied that a claim against us for failure to deliver, or failure in respect of print quality, has, after the appropriate investigation, been shown to exist, our liability for that particular failure shall not exceed the pro-rata price of such non delivery or print production in relation to the contract price as a whole. Our total liability to You in respect of negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the element of the contract price (exclusive of any VAT) which relates to the relevant aspect of the service which gave rise to the liability.
9.3 You and We agree that in view of the contract price agreed and on a fair apportionment of risk, We shall have no liability in contract, tort (including negligence or breach of statutory duty) or otherwise (i) for any special, indirect or consequential damage of any nature whatsoever suffered by You whatever the cause of it, (ii) for damage to Your reputation, (iii) for loss of goodwill, anticipated or future profits, business, contracts, revenues or anticipated savings or (iii) for any increased costs or expenses.
9.4 We give no warranty and accept no liability in respect of the response rate to, or the reception or success of any item or campaign whether We provide distribution services, printing services, design service, or any other service.
9.5 We will not provide any compensation where We have been unable to perform our obligations because of something beyond our reasonable control which includes anything attributable to Royal Mail but, if they provide us with compensation, We will remit this to You after deducting our processing costs of £25.
10. WHICH LAW APPLIES & WHICH COURTS CAN DECIDE ON DISPUTES
The contract is made under English law and, if there is a dispute, You and We agree that the English courts have the right (jurisdiction) to hear and decide on that dispute. If We are in dispute and so request, You will participate in any mediation process specified by us.
11. DATA PROTECTION
By agreeing to use our services You confirm that any personal data You have provide is, and will always be, accurate and up to date and that You have secured all rights and consents necessary to allow us to use and store the data in order to provide services to You and to carry our any necessary regulatory or administrative actions related to those services.
12. JIC MAIL
12.1 Charges are inclusive of the JIC Mail Levy. You acknowledge that Whistl are providing a collection service for the JIC Mail Levy only. As the JIC Mail Levy is voluntary, if You want to be refunded for the levy paid, You can make a quarterly or annual claim to JIC Mail at The Treasurer, JICMAIL Limited, DMA House, 70 Margaret Street, London W1W 8SS.
12.2 The JIC Mail Levy is subject to the JIC Mail Levy Cap. Any amounts paid by You in excess of the JIC Mail Levy Cap will be refundable by JIC Mail and Whistl shall not be liable to You in respect of any amounts paid in excess of the JIC Mail Levy Cap.
12.3 Royal Mail wish to use Your order information for the purpose of assessing its circulation and to create know how that enables advertisers to benchmark their investment in leaflet advertising information against other media. Royal Mail wish to share industry input data with JIC Mail and permit JIC Mail to share the industry input data with the independent marketing specialists for the purpose of creating reports for the industry.
12.4 You may opt out of such use of leaflet advertising information and sharing of industry input data (the “Data Opt Out”) by notifying Whistl by email (an “Opt Out Email”). It is Your responsibility to ensure that the Opt Out Email is received no later than 10 days prior to the start of the distribution. If the Opt Out Email is not received by that date, then You consent to the use and sharing as described in this clause is deemed to be given and Whistl shall have no liability to You in respect of such use or sharing. If You wish to exercise the Data Opt Out, then You will send an Opt Out Email for each of the bookings for which You wishes to opt out. You agree that, if a Data Opt Out is not received, the leaflet advertising information and industry input data are not confidential information.