The terms and conditions set out herein shall govern all relations between the Company and Buyer of Advertisement Space. The placing of an order or request to do so shall constitute acceptance of these terms and conditions. Any variations to these conditions shall only be valid if specifically accepted by the Company in writing.
2.1 In these conditions, the term “Advertisement” or ”Advertisement Space” means display advertising in print or digital formats as applicable. “Buyer” “You” or “Your” means the advertising agency or media buyer placing the Advertisement with Us on behalf of an advertiser or an advertiser placing the Advertisement with Us directly. The terms “Company”, “Us”, “We” or “Our” means Advertise Limited whose registered office is situated at Longue Hougue House, Longue Hougue Lane, St Sampson’s, Guernsey, Channel Islands, GY2 4JN, company registration number 57226 (also trading as the Advertise Group).
2.2 Where there is more than one Buyer, every agreement with Us shall bind each person comprising the Buyer jointly and each of them severally.
3. Placing an Order and Our Rights
3.1 All Advertisement requests are offers and subject to acceptance by Us.
3.2 In relation to any Advertisement order that we may accept from agencies or media buyers, You are contracting with us as a principal rather than on an agency basis notwithstanding that you may be acting as an agent for the owner of the Advertisement or acting in a representative capacity.
3.3 By placing the Advertisement with the Company, the Buyer grants the Company licence (royalty free), to reproduce the Advertisement in the designated space. Unless otherwise stated, we will not charge You for any artwork or advertisement design we produce but copyright in such artwork shall be retained by Us and may only be reproduced by You or any third party with our express written permission. Where any Advertisement is typeset by us and/or included within Our template, the rights therein remain with Us and neither You nor any third parties, may reproduce such Advertisements using the foregoing without our express written consent. In no circumstances does the placing of an order confer the right to renew on similar terms.
3.4 The owner/occupier of the site at which the Advertisement is requested to appear has the right to query Advertisement copy, request additional information or refuse Advertisements for display.
4. Fulfilling Your Order
4.1 We will use reasonable efforts to comply with Your requirements regarding the Advertisement, the colour reproduction and position. However we may decline to publish or omit, suspend or change the position of any Advertisement.
4.2 We may require you to submit the Advertisement in accordance with Our specifications for the particular site at which the Advertisement is to be placed. We will take reasonable steps to ensure that any original artwork or materials You supply to Us are returned according to Your reasonable instructions. However we cannot assume any liability for any damage caused to the same other than as cannot be excluded by law.
4.3 It is the responsibility of the Buyer to check the correctness of the Advertisement proof. The Company assumes no responsibility for the repetition of an error in an advertisement ordered for more than one site unless We are notified of the error in a reasonable time in advance of the subsequent placement.
4.4 In the event that the Buyer, subsequent to the creation and/or production of the Advertisement, wishes to change and or vary the content thereof, the costs associated with such change or variation shall be borne by the Buyer.
5. Your Obligations
5.1 You warrant and confirm to the effect that it is a material term of our contract that:
5.1.1 all Advertisements in their entirety comply with all and any advertising standards and statutory requirements in place in Guernsey/the applicable jurisdiction of the place of the Advertisement at the time of the Advertisement;
5.1.2 production or display of the Advertisement will not breach any contract, infringe or violate any copyright, image right, trademark or other personal or proprietary right or render the Company liable for any proceedings whatsoever;
5.1.3 any information supplied in connection with the Advertisement is accurate, complete and true and non-defamatory;
5.1.4 in respect of any Advertisement submitted for display which contains the name or pictorial representation (photographic or otherwise) of any living person, the Buyer or its client (if applicable) has obtained the consent of such person to make use of such name, representation and /or copy.
5.2 The Buyer will fully indemnify the Company in respect of any claims, costs, proceedings, demands, losses, damages, expenses or liability howsoever arising, directly or indirectly as a result of any breach by the Buyer of any of the representations warranties or other terms contained herein or implied by law.
6. Advertisement Rates and Payment
6.1 Payment for the Advertisement (including any associated charges shown on the relevant invoice) are unless otherwise stated due in advance of display. The amount that you will be required to remit to Us will be calculated as follows: rate card or list price less any agreed discount; less any agreed commission.
6.2 Should You fail to make payment within the time specified above, we may charge interest on the overdue amount invoiced to you at the rate of 5% above the base rate of the Bank of England accruing from day to day including the day on which payment was due before and after judgment. Any such additional charges will be invoiced and payment of new invoices shall be due as specified in the invoice.
6.3 Should you query any statement or invoice that we send to you, where this invoice includes multiple Advertisement charges, querying an individual charge shall not entitle you to withhold any payment in respect of the other charges included within the statement and/or invoice and these must be paid in accordance with the provisions above. Our right to interest and an administrative charge will not apply to any amount You contest in good faith.
6.4 If any monies due under this contract are not paid within 21 days of becoming due the contract may be terminated immediately by Us and We may remove the advertisements without prejudice to any other rights we possess.
6.5 We reserve the right to increase advertisement rates at any time or to amend the terms of the contract as regards to the site of the Advertisement. In such event the Buyer has the option of not placing any further orders for Advertising. Existing accepted Advertising orders will be handled under the agreed terms.
7. Company’s Liability
7.1 The Company will use reasonable endeavours to ensure that all Advertisements published in a digital form, are accessible in accordance with reasonable industry standards. You understand however that the digital platform(s) in which the Advertisement may appear will require routine, scheduled and urgent non-scheduled maintenance and experience some periods in which the Advertisement is not accessible. Where any Advertisement is not accessible for a period of more than 36 consecutive hours (other than for a reason of Force Majeure as set out below) (“the Period of Downtime”), We will ensure the Advertisement remains accessible for an additional period, equivalent to the Period of Downtime and to the fullest extent permitted by law. This is agreed to be the sole remedy available to You for any direct or indirect losses, claims, proceedings and demands related howsoever to the Period of Downtime.
7.2 In the event of the Advertisement created and produced by Us does not conform with the material supplied by You, You shall not be able to rescind the agreement, but We shall, at no further cost to You create or produce a further advertisement.
7.3 The Company will not be liable in tort contract or otherwise for any loss of profit, opportunity, goodwill anticipated saving revenue and or any other loss which is indirect consequential or economic from any cause whatsoever (other than as cannot be excluded by law) and the Company’s maximum aggregate liability for any loss or damage arising out of or in relation to any Advertisement order by or on behalf of the Buyer whether in contract, tort or otherwise, shall not exceed the total amount of the charges for the relevant Advertisement paid by or on behalf of the Buyer and received by the Company in cleared funds.
7.4 We shall not be liable to You for any damaged or incorrect display caused by Us if we remedy such defect within 10 working days of receipt of such notification making us aware of such defect.
8. Regulation of this Agreement
8.1 Neither party shall be liable to the other for any default due to any act of Force Majeure including any Act of God, threatened war, terrorism or threats of terrorism, war, fire, flood, drought, earthquake, health pandemic, epidemic, telecommunication failure or other event beyond the reasonable control of either party.
8.2 We may assign this agreement to any person, corporation, trustee or other person without notice to You and any covenant, indemnity or undertaking given by You to Our arranged principals, agents or associates.
8.3 You may not assign any rights or obligations owned to us under this agreement without Our prior written consent.
8.4 If any provisions of these terms and conditions shall be invalid or unenforceable, and shall not affect any other provision which shall remain in full force and effect.
8.5 These terms and conditions are governed by Guernsey Law. We agree that the Guernsey Courts shall have exclusive jurisdiction to settle any dispute which may arise out of these terms and conditions and submit all disputes to the jurisdiction of these courts.