Preamble & Core Operational Terms
Scope and Execution Timeline
Regarding all "Distributors Road" solutions (including but not limited to market research and client acquisition for wines, spirits, beer, food products, software, beauty, and health sectors) the Client acknowledges that while initial contracts may indicate a 12-month timeframe for informational purposes, the full realization of the mission may span a period of up to five (5) years. This extension is due to the inherent complexity of export markets, dependency on international market fluctuations, and internal sales force allocation. Consequently, no formal complaint, claim of non-performance, or request for refund may be initiated before the expiration of this 5-year period, as Distributors Road maintains the right to reschedule missions based on these operational variables.
Payment Default and Discretionary Termination
Strict adherence to payment schedules is a condition precedent for the continuation of the mission. In the event of any payment delay exceeding thirty (30) days, regardless of the motive, Distributors Road reserves the right, at its sole discretion, to issue an "End of Mission" notice. This right may be exercised at any time starting from the 30th day of delay, or at any subsequent date (including several months later), at the Service Provider's convenience. This policy is implemented to protect the integrity of the supply chain; Distributors Road cannot introduce buyers to suppliers who demonstrate financial instability, as this poses an unacceptable risk of non-delivery to the final purchasers.
1Introduction
Purpose of the Document
These Terms & Conditions establish the legal framework between Media International News LTD ("Service Provider") and the client. They govern the general use of our services, which include but are not limited to: sales meetings, business introductions, promotional activities (online and offline), and other commercial development support programs. The exact content and structure of the services are determined individually with each client through separate agreements.
Acceptance of Terms
By either accepting a digital version of this document or by making a payment (deposit or full), the client agrees to be legally bound by these Terms & Conditions. This binding applies regardless of whether a separate agreement is signed.
2Contracting Parties
Service Provider:
Media International News LTD, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, England
Company Registration No: 11727156
Client:
The client is the individual or entity that enters into a service agreement with Media International News LTD, either through a digitally signed contract (e.g. DocuSign) or other written confirmation. When unclear, prior communications (emails, messages, or verbal confirmations) may be used to determine client identity.
3Nature and Scope of Services
The services provided by Distributors Road are tailored to each client. They may include, but are not limited to:
- Product and market preparation;
- In-person or virtual meetings with buyers;
- Targeted prospecting;
- Business representation at events;
- Social media support;
- Content creation and distribution;
- Other promotional or commercial initiatives.
Each project is structured individually. Services may unfold in multiple phases, such as preparation, active sales, follow-up, or event participation. However, the number, order, and duration of these phases are flexible and defined by the specific contract.
The execution of services may be adjusted at any time based on operational realities. This includes internal planning, logistics, sample reception, staff availability, market responsiveness, or other variables. Consequently, any initially estimated or contractually agreed timelines may be postponed by several weeks, months, or even years — up to five years in total — even without invoking a force majeure situation. These delays are not considered breaches of contract, as long as the agreed services are ultimately delivered.
4Flexibility of Timing and Execution
All service execution timelines and program denominations (e.g., "12-Month Program") are strictly informational and non-binding. The Service Provider reserves the right to adjust the start and end dates of all phases based on field conditions. The Client acknowledges that delays may occur due to logistical matters, market timing, product sample handling, staffing, or strategic decisions.
The Client expressly accepts that market penetration is a long-term process; for instance, the full execution and realization of results for a program nominally designated as "12 months" may legitimately span a period of up to five (5) years. These time extensions do not entitle the Client to compensation, refund, or early termination, as the parties agree that such duration falls within a reasonable timeframe given the nature of the industry.
5Client Obligations
To ensure successful project execution, the client agrees to:
- Provide clear, accurate product information (descriptions, prices, visuals);
- Respond promptly to requests for validation, documents, or commercial input;
- Refrain from making negative comments about the Service Provider or other participants to third parties (buyers, importers, etc.);
- Avoid any action that may harm the company's reputation or operations.
In case of non-compliant behavior or any action judged harmful by the Service Provider, the contract may be terminated without refund.
If the client's payments are not up to date, the Service Provider reserves the right to suspend access to the Sales Meeting Tracking page, as well as any other restricted pages or sections of the website, until all outstanding invoices have been duly settled.
6Intellectual Property
By entering into this agreement, the client authorizes the Service Provider to:
- Use all marketing materials and content provided (texts, visuals, logos);
- Create and adapt new content based on these materials;
- Disseminate content across multiple platforms (social media, emails, presentations, etc.);
- Manage and edit the brand's presentation as part of commercial activities.
All such use is aimed at maximizing visibility and results for the client. These rights remain valid for the duration of the project unless explicitly revoked in writing.
7Confidentiality and Data Protection
Media International News LTD is committed to protecting client data. All personal and commercial information shared will be stored and handled in compliance with applicable privacy laws. We will never sell or misuse client data. For full details, please refer to our Privacy Policy.
8Termination
By the Client: The Client may request to terminate the contract at any time. However, any such termination before the end of the 5-year term constitutes a unilateral breach of the Client's commitment. In this event, the Service Provider shall immediately cease all services, missions, and representation efforts. Such termination does not waive the Client's payment obligations. On the contrary, the total balance for the full term shall become immediately due and payable as liquidated damages. The Client acknowledges that these sums are intended to compensate for the mobilization of resources, reservation of sales force capacity, and the loss of the long-term commercial strategy. No refunds, partial or total, shall be issued for services already initiated or planned within the 5-year framework.
By the Service Provider: The Service Provider may terminate the agreement at any time in case of non-cooperation, disrespect, or any behavior deemed detrimental. In such cases, no refund will be issued.
Upon termination, the Service Provider will provide the client with the contact details of any buyers or leads engaged during the project.
9Force Majeure
In case of war, natural disaster, epidemic, major political disruption, or any other extraordinary event beyond our control, service execution may be postponed or suspended without liability. No refunds shall apply in such cases. The Service Provider retains discretion to define the appropriate response depending on the situation.
10Modifications to the Terms
These Terms & Conditions may be updated at any time. Clients are advised to regularly consult the version available on the Service Provider's website. The version applicable to any individual contract is the one in effect at the time of signature.
11Jurisdiction
These Terms are governed by the laws of England and Wales. Any dispute shall be submitted exclusively to the courts of England and Wales.
Admissibility of Claims and Judicial Covenant
- Time-Barred Claims: The parties expressly agree that the five (5) year execution period is the primary and mandatory timeframe for performance. Consequently, any legal action, summons, or claim filed by the Client before the full expiration of this 60-month period shall be deemed contractually inadmissible and premature.
- Client Default by Anticipatory Breach: The filing of any legal proceeding before the 5-year term constitutes a material breach of the "Intuitu Personae" (mutual trust) and an anticipatory breach of contract by the Client. In such an event, the judge is requested to recognize the lack of cause for action (défaut de droit d'agir), as the Service Provider is still within its contractually agreed performance window.
- Evidence Limitation: Unless the Client can provide definitive, written proof that the Service Provider has formally ceased all operations or explicitly refused to perform the mission in writing, the ongoing nature of the 5-year term shall prevail over any allegation of inactivity. The simple absence of immediate data or results during the first years does not constitute non-performance, but reflects the inherent complexity of the export markets as acknowledged by both parties.
12Non-Disparagement and Material Breach due to Litigation
- Essential Basis of the Contract: The Client acknowledges that the Services provided by the Service Provider (including but not limited to buyer introductions, commercial representation, etc.) rely fundamentally on a relationship of mutual trust and confidence ("Intuitu Personae"). The Service Provider puts its own reputation at risk by vouching for the Client to third-party buyers who may settle payments prior to shipment (Ex-Works).
- Effect of Legal Proceedings: Consequently, the Client agrees that the initiation of any formal legal proceedings, lawsuits, or adversarial administrative actions against the Service Provider during the Term of this Agreement constitutes a Material Breach of contract and an irreparable breakdown of the necessary fiduciary relationship.
- Immediate Suspension: In the event of such Material Breach, the Service Provider reserves the right to immediately suspend all Services, remove the Client's profile and advertisements from its platforms, and cease all representation efforts to protect its reputation with buyers, without prior notice.
- Acceleration of Payments: Upon such termination due to the Client's breach, all outstanding fees and committed sums for the entire remaining duration of the Agreement (up to the full 5-year term or agreed period) shall become immediately due and payable. These sums are agreed upon as liquidated damages to compensate for the disruption of operations and the reservation of advertising space/resources, and not as a penalty. The Client shall not be entitled to any refund for the cessation of services resulting from their own breach of confidence.
13Entire Agreement
This document represents the entire agreement unless supplemented by a custom contract signed with the client. In case of contradiction, the custom agreement shall prevail.
For any questions regarding these Terms & Conditions, please contact us via our website.
Company Registration No. 11727156
Trading as: Distributors Road
Website: distributorsroad.com