UK2U Advertising Terms and Conditions
INTERNATIONAL MEDIA NETWORK TERMS AND CONDITIONS
The following terms and
conditions ("Advertising Terms and Conditions") are deemed to be incorporated
into each Advertising Order, software purchase, sponsorship and other internet
marketing services taken by users on the International Media Network and accepted
by the company:
1. Commencement of Service
1.1. The client expressly
agrees to the terms and conditions by filling and submitting the Advertising
order. Unless otherwise stated in writing and agreed between the parties, the
online advertising form is the accepted method of submitting an advertising
order. Any registration or edit request through the online advertising request
forms will be treated as an advertising order under the terms of this agreement.
Before using the site or filling the online form, it is the sole responsibility
of the Client to read relevant information and to familiarise with the service
terms and conditions.
1.2. These Advertising
Terms and Conditions shall commence at the date of the Advertising Order and
subject to clause 8 below shall remain in full force for an initial advertising
period of one year and thereafter renewable in the manner set out in clause
2.1 The Client hereby grants
to the International Media Network a world-wide, non-exclusive, fully paid licence
to reproduce and display the advertisement (including all contents, trademarks
and brand features contained therein) in accordance with the [Advertising Order]
and these Advertising Terms and Conditions.
2.2 Client grants to the
International Media Network the express right to reproduce throughout the world
screen shots of all or part of any International Media Network property containing
all or part of any of the advertising materials supplied by the Client to the
International Media Network on or in any promotional or advertising material
or campaign promoting or advertising International Media Network (but not any
promotional or advertising campaign paid for by the company).
Assignment and Resale
3.1 Except as otherwise
expressly provided in the Advertising Order, positioning of advertisements within
the International Media Network properties or on any page is at the sole discretion
of the International Media Network, and the International Media Network will
not be prohibited from also carrying advertisements for any product or business
competitive to the product or business of the Client.
3.2 The International Media
Network does not warrant the date or dates of insertion of the advertisement(s)
and does not warrant that the advertisement(s) will not be displayed after the
end date specified. However, the International Media Network will use reasonable
efforts to comply with the Client's wishes in these regards.
3.3 The parties may not
resell, assign or transfer any of its rights hereunder, except to any of its
subsidiary or holding companies (as defined in section 736 of the Companies
Act 1985) provided that such subsidiary or holding companies are not competitors
of the other party. Any 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.
4. Method of Payment
4.1 The Client (as defined
in the Advertising Order) will be expected to pay the advertising fee immediately
after registration using the advertising form provided. Failure of the payment
process or non-completion of the registration process does not in any way mean
that the advertising fee is not due. If in doubt, the Client must contact the
International Media Network Admin. If payment is not made online, the company
reserves the right to forward an invoice and payment request for the advertising
fee (subject to all consumer agreement laws of the United Kingdom). The Client
must pay the invoiced amounts to the International Media Network in pounds sterling
on receipt of the invoice. Payment is expected with all advertising orders submitted
directly through the International Media Network.
The Client must pay at the rates prescribed by applicable law all VAT (and all
similar sales tax (if applicable)) on the amounts due under this Advertising
Order. All amounts paid by the Client after the due date will bear interest
at the rate of one percent (1%) per month (or the highest rate permitted by
law, if less) above the base lending rate of HSBC Bank Plc, from the date when
payment was due until the date of payment is received, whether before or after
judgment. If the Client fails to pay, the Client will be responsible for all
expenses (including legal fees) incurred by The International Media Network
in collecting the amounts due.
4.8 The Client represents
and warrants that it contracts with The International Media Network as principal,
and has the authority to do so, notwithstanding that the Client may be acting
as an advertising agency or media buyer or in some other representative capacity.
5.1 If The International
Media Network fails to publish any advertisement as provided in the Advertising
Order (or in the event of any other failure, technical or otherwise, of such
advertisement to appear as provided in the [Advertising Order]), The International
Media Network's liability will be limited (at the option of The International
Media Network) to either:
(a) publishing the advertisement
(or a replacement advertisement if provided by the Client) on positions agreed
in the Advertising Order or as agreed with Client as soon as is reasonably practicable
in the period following the period during which the advertisement was scheduled
to run and for such time; or
(b) refund to the Client
that proportion of the amounts paid which relate to those advertisements which
were not provided, and if the relevant amounts were not paid by the Client,
agree that such amounts will not be due or payable.
5.2 In no event will The
International Media Network be responsible in contract, tort, negligence or
(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 Advertising
5.3 Where the Client uses
a third party server to serve advertisements to The International Media Network:
(i) The International Media
Network will have no liability and the Client will hold only the third party
server (and not The International Media Network) liable for the failure to publish
any advertisement as provided in the Advertising Order or any other loss of
any kind suffered by the Client where those failures or losses are due to or
arise out of or in connection with any act or omission of the third party server;
(ii) The International
Media Network reserves the right to terminate at the International Media Network's
sole discretion the right of the third party server to serve the Client's advertisements
to the International Media Network's network. In the event of such termination,
the International Media Network may serve the advertisements instead.
5.4 Without limiting the
foregoing, the International Media Network 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 International
Media Network affecting production or delivery in any manner.
5.5 The International Media
Network does not limit or exclude liability for death or personal injury caused
by its negligence.
5.6 Each of the provisions
of this clause 4 are to be construed separately and independently of the other,
and if any provision of this clause 4 (or any other clause herein) is found
by any court or other judicial body of competent jurisdiction to be invalid
or unenforceable, the invalidity or unenforceability of such provision will
not affect the other provisions of this clause 6 (or any other clause herein)
which will remain in full force and effect.
6.1 The Client warrants
and represents to the International Media Network that:
6.1.1 The Client has the
right to publish all of the contents of the advertisements, and can grant to
the International Media Network such right, and that such publication will not:
(a) infringe any rights of any third party including, without limitation, intellectual
property rights and rights of privacy; and (b) violate any applicable law or
6.1.2 The advertisements
do not contain anything that is defamatory, obscene, false or misleading.
6.1.3 The Client has complied
with the codes of practice 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 Client
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 Advertising 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 Client has expressly notified the International Media
Network in writing of this.
6.1.5 The Client does not
collect or use personal information through its advertisements on any the International
Media Network property without permission from the user. The Client may not
combine, compare or match any information that they legally collect via its
advertisements on any the International Media Network property.
6.2 The Client agrees to
indemnify and keep indemnified the International Media Network and hold the
International Media Network harmless against any and all expenses, damages costs
(including reasonable legal fees and costs) and losses of any kind incurred
by the International Media Network in connection with any claims actual or threatened,
of any kind (including, without limitation, any claim of trademark or copyright
infringement, libel, defamation, breach of confidentiality, breach of any statutory
or regulatory duty, false or misleading advertising or breach of any industry
advertising codes or sales practices) arising from the advertisement and /or
any material (of the Client or otherwise) to which users can link through the
The Client will provide
all materials for the advertisement, in accordance with the International Media
Network's requirements set out in these Advertising Terms and Conditions and
in the Advertising Order, including (without limitation) the manner of transmission
to the International Media Network, the lead-time prior to publication of the
advertisement and such technical specifications as the International Media Network
may require from time to time.
8. Right to Reject
All contents of advertisements
are subject to the International Media Network's approval. the International
Media Network does not undertake to review the contents of any advertisements
and any such review of and/or approval by the International Media Network will
not be deemed to constitute an acceptance by the International Media Network
that such advertisement is provided in accordance with these Advertising Terms
and Conditions nor will it constitute a waiver of the International Media Network's
rights hereunder. The International Media Network reserves the right at any
time in its absolute discretion to:
(a) Reject or cancel any
advertisement, Advertising Order, URL link, space reservation or position commitment;
(b) Remove any advertisement
from any of the the International Media Network properties or any page.
9.1 Either party may terminate
these Advertising Terms and Conditions, together with the Advertising Order,
forthwith by notice in writing to the other if the other:
(a) commits a breach of
these Advertising Terms and Conditions (and/or the Advertising Order) which
in the case of a breach capable of remedy shall not have been remedied within
30 days of the receipt by the other of a notice from the innocent party identifying
the breach and requiring its remedy;
(b) is unable to pay its
debts or enters into compulsory or voluntary liquidation (other than for the
purpose of effecting a reconstruction or amalgamation in such manner that the
Client resulting from such reconstruction or amalgamation if a different legal
entity shall agree to be bound by and assume the obligations of the relevant
party under these Advertising Terms and Conditions (and/or the Advertising Order))
or commits an act of bankruptcy or if any petition of bankruptcy is presented
against them or compounds with or convenes a meeting of its creditors or has
a receiver or manager or an administrator appointed or ceases for any reason
to carry on business or takes or suffers any similar action which in the opinion
of the party giving notice means that the other may be unable to pay its debts.
9.2 The advertising
agreement automatically terminates at the end of the advertising order period.
The Client can apply in writing to renew the advertising order. Except as expressly
set out in the Advertising Order, any renewal of the Advertising Order and acceptance
of any additional Advertising Order will be at the International
Media Network's sole discretion. The rates applicable to such renewal
period (if any) are subject to change by the International Media
Network from time to time in its absolute discretion.
Termination of these Advertising
Terms and Conditions (and/or the Advertising Order) for whatever reason shall
not affect the accrued rights of the parties arising in any way out of these
Advertising Terms and Conditions (and/or the Advertising Order) as at the date
of termination and, in particular but without limitation, the right to recover
damages against the other and all provisions which are expressed to survive
these Advertising Terms and Conditions (and/or the Advertising Order) shall
remain in force and effect.
The provisions of the Advertising
Order and all communications passing between the Client or any of its agents
and the International Media Network are confidential and must not be disclosed
to any third party except:
(a) by the Client to its
qualified accountants or legal advisers;
(b) by the International
Media Network to its qualified accountants or legal advisers; or
(c) as otherwise agreed
by the parties in writing or as otherwise required by law.
12.1 No conditions other
than those set forth in the Advertising Order or these Advertising Terms and
Conditions will be binding on the International Media Network unless expressly
agreed to in writing by an authorised representative of the International Media
Network. In the event of any inconsistency between the Advertising Order and
these Advertising Terms and Conditions, these Advertising Terms and Conditions
12.2 These Advertising
Terms and Conditions, together with the Advertising Order will be governed by
and construed in accordance with, the laws of England and Wales, and the parties
submit to the non-exclusive jurisdiction of the English courts.
12.3 These Advertising
Terms and Conditions, together with the Advertising Order 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.
12.4 Clauses 5, 6, 11 and
12 will survive any expiry or termination of these Advertising Terms and Conditions.
The International Media Network's failure to exercise or enforce any right or
provision of these Advertising Terms and Conditions will not constitute a waiver
of such right or provision.
12.5 Notwithstanding any
other provision in these Advertising Terms and Conditions, 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 any right or remedy
of a third party which exists or is available apart from that Act.
means the International Media Network representing UK2U Limited, registered
in England, whose registered number is 4459604 and whose registered office is
at The Thames Gateway Technology Centre, University Way, London E16 2RD.
The International Media
Network Admin Office means the marketing department, the account
department, member of staff or external representative nominated for the role.
The location of service provided and correspondence address is UK2U Limited,
Thames Gateway Technology Centre, University Way, London E16 2RD.
means the Limited Liability Company, Public Limited Liability Company, Individual,
Partnership or any other party whose name appears in the advertising order as
means the date agreed in the advertising order for the advertising in the magazines
network to commence. In the case of advertising taken directly through the internet,
the date will be the date on the advertising request form.
Period means any twelve (12) months period beginning on the commencement
date and terminating at the end of the period in accordance with the provisions
of this agreement.
means registration forms used in submitting advertising purchase, software purchase
or other online marketing purchase requests. This can be submitted online through
the International Media Network or in writing to the International Media Network