Whatsonexmoor Terms and Conditions of Advertising
These terms refer to advertisments placed in whatsonexmoor.com
Whatsonexmoor (hereinafter referred to as the "Publisher") Advertising Terms and Conditions:
The following terms and conditions ("Advertising Terms and Conditions") are deemed to be incorporated into each advertising insertion order (“Insertion Order”) accepted by the Publisher. An Insertion Order is deemed to be that which is submitted by the Advertiser electronically via an Advertisement Entry Form on the internet websites www.whatsonexmoor.com.
1. Terms of Payment
1.1 All advertising Insertions must be pre-paid; the Advertiser must pay for the Insertion before it is processed and displayed by the Publisher.
The Advertiser must pay by electronic means over the internet, BACS electronic Bank transfer or cheque at the time of submission of the Advertisement Entry Form.
The Publisher will issue a receipted invoice when the Advertiser has confirmed acceptance of the advertisement copy and full payment has been received.
1.2 The Advertiser must pay at the rates prescribed by applicable law all amounts due under the Insertion Order.
2. Positioning and Licence
2.1 The Advertiser hereby grants to the Publisher a world-wide, non-exclusive, fully paid licence to reproduce, use and display the advertisement and/or Advertiser materials (including all contents, trademarks and brand features contained therein) provided by the Advertiser in relation to the Insertion Order and these Advertising Terms and Conditions and to modify the same to fit the format and look-and-feel of and to integrate with the functionality of the relevant Publisher's websites and/or
the Publisher's technology. Features or works provided, promoted or hosted bythe Publisher in relation to the Insertion Order (in relation to which the Publisher shall have “executive producer” rights), shall (with the exception of any Advertiser’s materials) belong to the Publisher unless expressly assigned to the Advertiser in writing.
2.2 Except as otherwise expressly agreed in writing by the Publisher, positioning of advertisements within the Publisher's websites or on any page is at the sole discretion of the Publisher, and the Publisher will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
2.3 The Publisher does not guarantee the times, dates or exact position of the advertisement(s), but the Publisher will use reasonable efforts to comply with the Advertiser’s wishes. If a booked advertisement is not published at all, due to the fault of the Publisher, the Publisher will supply an alternative publication date. If you choose not to accept this alternative date, your original booking will be cancelled and the Publisher will refund to you the amount already paid for your cancelled booking, as your sole remedy.
2.4 The Advertiser grants to the Publisher the express right to refer to and reproduce throughout the world all or part of any the Publisher's websites or service containing all or part of any of the advertising materials supplied by the Advertiser to the Publisher on or in any promotional or advertising material or campaign promoting or advertising the Publisher (but not any promotional or advertising campaign paid for by the Publisher).
2.5 If the Advertiser wishes to request a change to positioning or content of advertisements, it must provide the relevant creatives and give prior notice of at least 2 weeks. Any requested change to positioning or content of advertisements will be decided at the Publisher's sole discretion, subject to availability.
Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at the Publisher's sole discretion. The rates applicable to such renewal are subject to change by the Publisher from time to time in its absolute discretion.
4. No Assignment or Resale of Ad Space
The parties may not resell, assign or transfer any of its rights hereunder, except to any of their Affiliates provided that such Affiliates are not competitors of the other party. Any other attempt to resell, assign or transfer such rights will entitle the other party to terminate this contract immediately, without liability on the part of the terminating party. “Affiliate” means in respect of a party its “holding company”, its “subsidiary company” or a subsidiary company of its holding company, as those terms are defined in section 736 of the Companies Act 1985.
5. Limitation of Liability
5.1 If the Publisher fails to publish any advertisement in the Insertion Order, the Publisher's liability will be limited (at the option of the Publisher) to either: (a) as soon as reasonably practicable, publishing the advertisement (or a replacement advertisement if provided by the Advertiser) on positions agreed in the Insertion Order or in alternative positions agreed with Advertiser for such time as is necessary; or (b) refund to the Advertiser that proportion of the amounts already paid which relate
to those advertisements which were not provided, and if the amounts were not paid by the Advertiser, agree that such amounts will not be due or payable.
5.2 In no event will the Publisher be responsible in contract, tort, negligence or otherwise, for: (a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Insertion Order. The Publisher shall not be liable for any features or works provided, promoted or hosted by the Publisher in relation to the Insertion Order which have been downloaded by a user.
5.3 Without limiting the foregoing, the Publisher will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of the Publisher affecting production or delivery in any manner.
5.4 Each of the provisions of this clause 5 are to be construed separately and independently of the other, and if any provision of this clause 5 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or nonforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 5 (or any other clause herein) which will remain in full force and effect.
6. Advertisers Representations; Indemnification
6.1 The Advertiser warrants and represents to the Publisher that:
6.1.1 It has the right to publish and/or otherwise transmit all of the contents of the advertisements, and can grant to the Publisher such right, and that such publication will not, including in the jurisdiction in which it is published and/or transmitted: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law, regulation, contract or the Publisher's policy. Furthermore, that it is solely responsible for the
acquisition of all third party clearances, permissions and licences which are necessary in connection with the publication/transmission of the advertisements in the relevant jurisdiction, and for the payment of all applicable royalty fees and for all payments or royalties, if any, payable to any collecting society or under any collective bargaining agreement or otherwise.
6.1.2 The advertisements do not contain anything that is defamatory, obscene, false or misleading.
6.1.3 It has complied with all relevant advertising laws and codes of practice including (without limitation) those issued by the Committee of Advertising Practice in the UK or the Advertising Standards Authority for Ireland as applicable and all other relevant industry codes of practice.
6.1.4 Unless the Advertiser is an “authorised person” within the meaning of the Financial Services and Markets Act 2000 ("the Act"), you agree that the advertisement submitted pursuant to the Insertion Order either: (a) does not constitute an invitation or inducement to engage in investment activity within the meaning of the Act; or (b) has been approved by an "authorised person" within the meaning of the Act or is otherwise permitted under the Act and the Advertiser has expressly notified the Publisher in writing of this.
6.1.5 It does not collect or use personal information through its Advertisements on any the Publisher's property without permission from the user. The Advertiser may not combine, co-mingle, compare or match any information that they legally collect via its Advertisements on any Publisher website with any personal information, clickstream or cookie information that they may have.
7. Provision of Advertising Materials
The Advertiser will provide all materials for the advertisement (including GIF or JPEG files), in accordance with the Publisher's requirements.
8. Right to Reject Advertisement
All contents of advertisements are subject to the Publisher's approval. The Publisher does not undertake to review the contents of any advertisements and any such review of and/or approval by the Publisher will not be deemed to constitute an acceptance by the Publisher that such advertisement is provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of the Publisher's rights hereunder. The Publisher reserves the right at any time in its absolute discretion to:
8.1 Reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment; and/ or
8.2 Remove any advertisement from any of the the Publisher's websites or any page.
9. Cancellations and Construction
9.1 The Advertiser cannot cancel the Insertion Order unless otherwise agreed with the Publisher in writing.
9.2 Where approved in writing between the parties, the parties agree to be bound by Insertion Orders entered into electronically (including via email and/or agreed digital signature software) and the parties waive any right to contest the validity of such Insertion Orders and related communications, which shall be admissible in court. The parties shall use appropriate security measures to guard against unnauthorised access, alternation or destruction of such Insertion Orders and communications.
These Advertising Terms and Conditions, together with the Insertion Order will be governed by and construed in accordance with, the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts; and (ii) constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties.
Clauses 5, 6 and 12 will survive any expiry or termination of these Advertising Terms and Conditions. The Publisher's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
A person who is not a party to these Advertising Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Advertising Terms and Conditions but this does not affect anyright or remedy of a third party which exists or is available apart from that Act.