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ADVERTISING TERMS
AND
CONDITIONS
The following terms and conditions (“Terms”) shall be deemed to be incorporated into the attached Insertion Order
as defined below.
1. DEFINITIONS
1.1 In these Terms the
following words and phrases shall have the following meanings:
Advertisement means the advertising material submitted by the Advertiser, or
requested for development by the Advertiser as detailed on the Insertion Order
for display on the Website in the form of banner ads, buttons, pop-up ads,
Microsite or similar and as specified in the Insertion Order;
Advertiser means a person making a Booking for an Advertisement whether directly or
indirectly with Propertynews.com and any advertising agency making such a
Booking on a third party’s behalf as set out in the Insertion Order;
Advertiser
Content means any text and/or audio and/or graphic material in whatever
form supplied by or on behalf of the Advertiser for incorporation into
Advertisements under the Contract including without limitation logos and
trademarks;
Advertiser
Web Content means any content and/or services directly
linked to the Advertisement;
ASA means the Advertising Standards Association or equivalent or
replacement body from time to time;
Booking means a booking for an Advertisement from or for the Advertiser by any means
including without limitation by fax, e-mail, or verbally as confirmed in the
Insertion Order as accepted in accordance with Clause 2.1;
Commission means the agreed amount of the Advertiser’s commission (if
any) detailed in the Insertion Order;
Contract means the agreement between the Advertiser and Propertynews.com comprising the
Terms, theInsertion Order, the Rate Card and the
Specification;
Display
Date means the date agreed between the parties as set out in the
Insertion Order for the upload/ launch of the Advertisement on the Website;
Display
Term means the preferred dates of display of the Advertisement on the
Website agreed between the parties as set out in the Insertion Order;
Insertion
Order means the purchase order for the Advertisements attached to these
Terms sent by Propertynews.com (whether in electronic or other format) to the
Advertiser;
Law means any law, statute, statutory subordinate
legislation, rule, regulation, direction, guideline, code (whether having the
force of law or not) of any governmental or regulatory authority or agency
(including without limitation the British Codes of Advertising and Sales
Promotion and other codes of practice written by the Committee of Advertising
Practice and enforced by the ASA and any other relevant industry codes of
practice) applicable to electronic and online advertising and/or the
Advertisement;
Microsite means the page or multi-page advertisements or promotions
developed by Propertynews.com for the Advertiser in accordance with Clause 3.3
and accessed via the Advertisement;
Rate
Card means the standard rate card for an Advertisement provided to the
Advertiser with the Insertion Order, which may change from time to time;
Specification the
technical specification for the Advertisement provided to the Advertiser with
the Insertion Order;
Term means the term of the Contract as set out in Clause 9.1;
Viruses means any computer code, programming instruction or set of
instructions that is intentionally and specifically constructed with the
ability to damage, interfere with or otherwise adversely affect computer
programs, data files or hardware;
Website means the Propertynews.com website at URL www.Propertynews.com or such part(s) as specified in the Insertion Order;
Working
Day means Monday to Friday inclusive in each week except any Bank or
Public Holiday in
England
.
2. TERMS
AND
CONDITIONS
2.1 By
making a Booking, the Advertiser accepts in full the Contract and the Contract
comes into force on the date of acceptance of a Booking by Propertynews.com. A Booking is accepted by Propertynews.com
once Propertynews.com has sent the Insertion Order by e-mail (or any other
format or delivery means) to the Advertiser and the acceptance date shall be
the date of such email (or communication if other than by email).
2.2 No conditions other than those set forth
in the Insertion Order or these Terms will be binding on Propertynews.com
unless expressly agreed to in writing by an authorised representative of Propertynews.com.
In the event of any inconsistency between the provisions of these Terms and the
provisions of the Insertion Order, the Terms shall prevail.
2.3 The Advertiser’s rights and obligations
under the Contract (in whole or part) may not be assigned to any third party
without the prior written consent of Propertynews.com.
2.4 Save as
expressly set out in the Insertion Order, any renewal of the Insertion Order
and acceptance of any additional advertising will be at Propertynews.com’ sole
discretion. The rates applicable to such renewal period (if any) are subject to
change by Propertynews.com from time to time in its absolute discretion.
2.5 Propertynews.com
shall not be prohibited from carrying Advertisements, microsites, advertising
or any other equivalent material for any product or business competitive to the
product or business of the Advertiser and, save as otherwise expressly agreed
by Propertynews.com in writing by an authorised representative, no protection
against the proximity of competitive products on the Website is given to the
Advertiser by Propertynews.com.
2.6 The
Advertiser grants Propertynews.com a royalty free non-exclusive assignable
licence:
a) to use the Advertiser Content for the
purpose of enabling Propertynews.com (and its group companies and
sub-contractors) to perform its obligations under this Contract;
b) to market, display, perform, transmit and
promote the Advertisement; and
c) for users of the Website to have the right
to access and use the Advertisement and the Advertiser Web Content.
3. DELIVERY, ACCEPTANCE
AND
PUBLICATION
3.1 The Advertisement and Advertiser Content
must be delivered to Propertynews.com:
a) in the agreed format and in accordance
with the Specification and any other technical requirements notified by Propertynews.com;
and
b) two (2) Working Days before the Display
Date or the date specified in the Insertion Order.
3.2 If, in Propertynews.com’ sole opinion, the
Advertisement and/or Advertiser Content does not comply with all requirements
set out in these Terms and/or the Insertion Order, including without
limitation, if the Advertisement and/or Advertising Material is not consistent
with Propertynews.com’ standards or any industry codes of practice applicable
to it, or which would cause Propertynews.com to breach any statutory or
regulatory duty or is not delivered by the date specified in Clause 3.1(b), Propertynews.com
may reject the Advertisement and/or Advertiser Content and may, in its sole
discretion, waive the Fees or charge such part or all of the Fees as it deems
appropriate. For the avoidance of doubt,
Propertynews.com is not obliged to notify the Advertiser that the Advertisement
and/or Advertiser Content are unsuitable and/or give reasons of unsuitability.
3.3 If Propertynews.com agrees to supply a
Microsite, then the following terms shall also apply:
a) in consideration of payment of the Fees
for the Microsite in accordance with Clause 6 and subject to the Advertiser
supplying Advertiser Content in the format requested by Propertynews.com, Propertynews.com shall use
reasonable endeavours to develop the Microsite in accordance with the
Specification set out in the Insertion Order;
b) the Advertiser shall accept the Microsite
within two (2) Working Days of delivery of the Microsite to it for
approval. The Advertiser shall only be
entitled to reject the Microsite if the Microsite does not materially comply
with the Specification (and such non-compliance is due to Propertynews.com) and
provides Propertynews.com with a reasonable opportunity to rectify such
non-compliance. If the Advertiser does
not accept the Microsite it shall provide Propertynews.com with written details
of the reasons of objection (in sufficient detail to enable Propertynews.com to
identify and rectify such non-compliance)within two (2) Working Days of
delivery and shall provide Propertynews.com with all necessary assistance to
investigate and rectify the non-compliance. Upon receipt of such notice, Propertynews.com shall investigate and
shall use reasonable endeavours to rectify the fault and/or modify the
Microsite to materially comply with the Specification and shall re-submit to
the Advertiser the Microsite for approval in accordance with this Clause. In the event Propertynews.com is unable to rectify
the non-compliance to bring the Microsite into material compliance with the
Specification [by the Display Date (or such other date pursuant to Clause 3.9)]
and provided Propertynews.com is given reasonable opportunity (including the
Advertiser providing sufficient details to identify the fault) to rectify the
failing and such failing is solely the fault of Propertynews.com (and not for
the avoidance of doubt due to the Advertiser Content), the Advertiser shall be
entitled to a refund of Fees for the development of the Microsite (if such Fees
have been paid in advance), Such refund
shall be the Advertiser’s sole and exclusive remedy for rejection of the
Microsite. If notice of rejection is not
received within two (2) Working Days of delivery, the Advertiser is deemed to
accept the Microsite;
c) the Advertiser acknowledges and agrees
that the Microsite shall be developed by Propertynews.com solely for use on the
Website and the Advertiser may not use nor has any rights to the Microsite for
any other purpose and for the avoidance of doubt, Propertynews.com retains all
rights and ownership in the Microsite (save for the Advertiser Content
contained therein).
3.4 If the ASA or any other independent
reputable industry body sets up a pre-clearance procedure for Internet
advertising, the Advertiser agrees (at Propertynews.com’ request) to submit all
Advertisements to such organisation for pre-clearance (at Advertiser’s sole
cost) and the Advertiser shall provide satisfactory written confirmation of
such clearance to Propertynews.com not less than seven (7) Working Days (or
such other period agreed in writing by Propertynews.com in its sole discretion)
prior to the day of the Display Date.
3.5 For the avoidance of doubt, any acceptance by Propertynews.com of a
Booking shall not be deemed to constitute an acceptance by Propertynews.com
that such Advertisement is provided in accordance with the Contract nor shall
it constitute a waiver of Propertynews.com’ rights hereunder.
3.6 Propertynews.com
reserves the right at any time, in its sole discretion and without liability to
the Advertiser (save as set out pursuant to Clause 3.6(b), which shall be
Advertiser’s sole and exclusive remedy) to reject or cancel any Advertisement
or remove any Advertisement or link to an Advertisement from the Website during
the Display Term if Propertynews.com determines in its sole discretion, that
such Advertisement, the Advertiser Web Content or any portion thereof:
a) violates any applicable Law or any
industry code of practice applicable to Propertynews.com or would cause Propertynews.com
to breach any statutory or regulatory duty; or
b) is otherwise objectionable to Propertynews.com
in which event alone, Propertynews.com shall refund to Advertiser a pro-rata
portion of the Fees for the unused term of display which Advertiser has paid to
Propertynews.com by way of compensation for rejection of the Advertisement .
3.7 Propertynews.com
shall not be held responsible for any addition to, changes in, deletions from,
delay in publication or withdrawal of an Advertisement required by any
competent authority having jurisdiction over or responsibility for the
regulation of electronic and on-line advertising on the Internet (including
without limitation the ASA).
3.8 In any event and notwithstanding Clause
3.6, Propertynews.com reserves the right, in its absolute discretion, to do any
act or thing in respect of the publication of a Advertisement (including
without limitation the editing or cutting, non-publication, delayed publication
or removal from the Website) without liability to the Advertiser who shall have
no claim for damages or otherwise as a result thereof but the Advertiser shall
remain liable to Propertynews.com for the Fees payable under this Contract.
3.9 The Advertiser acknowledges and agrees
that the dates of the Display Term are nominal and denote only the planned
duration of campaign. Propertynews.com
does not warrant that the Advertisement will be displayed during the dates of
the Display Term and/or not be displayed after the end date specified, however,
Propertynews.com will use reasonable efforts to comply with the Advertiser’s
wishes in this regard.
3.10 Propertynews.com
reserves the right to refuse to carry links to any sites from the
Advertisement.
4. CANCELLATION
4.1 In the
event of any requests for cancellation, prior notification must be given in
writing to Propertynews.com. The Advertiser shall not be entitled to cancel a
Booking unless in writing and more than four (4) Working Days (or such longer
period as may be set out in the Insertion Order) before the commencement of the
Display Date. If the Advertiser cancels
the Booking four (4) Working Days (or such longer period as set out in the
Insertion Order) or less before the day of Display Date, it shall be liable to
pay at least 50% (fifty percent) of the Fees to Propertynews.com and in the
event of a commission of a Microsite, the full amount of Fees shall be payable.
4.2 Unless
a Booking is cancelled in accordance with this Clause 4 or Clause 3.6(b), the
Advertiser shall remain liable to pay whether or not the Advertisement is
published.
4.3 Without
prejudice to the rights of Propertynews.com pursuant to Clause 4.1, Propertynews.com
may in its absolute discretion be prepared to consider applications made in
exceptional circumstances by the Advertiser for the cancellation and/or
variation of Bookings subject always to the following conditions:
(a) Propertynews.com being supplied with full
details of the exceptional circumstances giving rise to the application by
notice in writing at least five (5) Working Days prior to the day of the
Display Date;
(b) to the Advertiser paying to Propertynews.com,
if Propertynews.com agrees to any cancellation and/or variation of Bookings a
pro-rata cancellation fee determined by Propertynews.com acting reasonably.
4.4 For
the avoidance of doubt, the arrangements pursuant to Clause 4.3 may be entered
into by Propertynews.com at its absolute discretion and under no circumstances
will Propertynews.com be obliged to give reasons for accepting or declining to
accept an application for cancellation and/or variation made by an Advertiser.
5. AGENCIES
AND
COMMISSIONS
5.1 Where the Advertiser
is an advertising agency making a Booking on a third party’s behalf, (the “Agency”)
the Agency shall be deemed to contract as principal in all respects and as such
will be personally responsible for the payment of the Fees.
5.2 Where specified on
the Insertion Order, the Agency shall be entitled to the Commission by way of
deduction before paying the Fees to Propertynews.com.
6. PAYMENT, ACCOUNTS
AND
AUDITS
6.1 The
Advertiser shall be invoiced per Advertisement campaign and on a monthly basis.
The initial invoice shall be sent at the end of each calendar month during the
Term as detailed in the Insertion Order. Invoices shall be payable in full
within 30 days of the date of invoice and all payments shall be made in pounds
sterling unless otherwise agreed in Euros in advance by Propertynews.com
6.2 All sums due under this Contract are
exclusive of value added tax, which shall be paid by the Advertiser at the rate
and in the manner prescribed by law.
6.3 Sponsorship deals will be subject to a
separate agreement between the parties that will stipulate amounts and payment
dates of fees.
6.4 Queries and invoice disputes must be
notified to Propertynews.com within fifteen (15) days from the date of the
invoice. When a query has not been resolved before the due date and the amount
under query is less than the overall amount of the invoice, any undisputed
amount must be paid on the due date and any disputed amount is payable
forthwith on resolution of the dispute.
6.5 The Advertiser acknowledges and agrees
that once the Advertisement is displayed on the Website, there shall be no
refunds or pro-rations of Fees even if Advertiser elects to discontinue display
of the Advertisement prior to the expiration of the Display Term.
7. WARRANTIES
AND
INDEMNITY
7.1 The Advertiser is solely responsible
for any liability arising out of or relating to:
a) the Advertiser Content;
b) the Advertisement; and
c) the Advertiser Web Content.
7.2 The Advertiser warrants, represents
and undertakes that:
a) the Advertiser holds the necessary rights
to permit the use of the Advertisement and/or Advertiser Content and/or any
Advertiser Web Content for the purposes of this Contract and it shall be
responsible for obtaining and paying for any applicable licences and consents
for such Materials (and all content
contained therein including without limitation any musical recordings and
compositions and Advertiser Material contained therein) to enable Propertynews.com
to publish the Advertisements on the Website and/or develop the Microsite in
accordance with Clause 3.3 and the Advertiser shall be solely responsible for
any and all payments due to third parties as a result of such publications;
b) the Advertisement and any Advertiser
Material contained therein and the Advertiser Web Content shall not infringe
the copyright or any other intellectual property or proprietary rights of any
third party or contain anything which is defamatory, offensive, obscene or
misleading or which violates the privacy rights of any third party;
c) the use, reproduction, distribution, or
transmission of the Advertisement, Advertiser Content or Advertiser Web Content
will not cause Propertynews.com to violate any statutory or regulatory duty
(and, in particular but without limitation, that the Advertisement does not
constitute an “investment advertisement” within the meaning of the UK Financial
Services Act 1986, as amended, or that, if it does, it is permitted under section
58 of the Act) or any criminal laws or any rights of any third parties,
including, but not limited to, such violations as infringement or
misappropriation of any copyright, patent, trademark, trade secret, music,
advertising, unfair competition, defamation, invasion of privacy or rights of
celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity;
d) it shall comply at all times with all
applicable Law and guidelines issued by Propertynews.com from time to time and
notified to the Advertiser;
e) it shall not do anything that may bring Propertynews.com
or Propertynews.com into disrepute;
f) it shall not seek to advertise or promote
any competitor of Propertynews.com or Propertynews.com (including any broadcasters)
as part of the Advertisement;
g) no Advertisement and/or Advertiser Web
Content and/or Advertiser Web Content shall cause an adverse affect on the
operation of the Website such that a substantial part of the Website is wholly
or partially unavailable to users;
h) all Advertisements and/or Advertiser
Material shall be free of any Viruses;
i) pursuant to Clause 10, it has notified the
Information Commissioner under, and has and will comply with all relevant
requirements of the Data Protection Act 1998 and has and will comply with all
relevant requirements of the Privacy and Electronic Communications (EC
Directive) Regulations 2003 and any guidance issued by the Information
Commissioner in relation to obtaining, storing and use of personal data derived
from viewers of Advertisements or otherwise in connection with the Contract.
7.3 The
Advertiser shall indemnify and hold Propertynews.com and Propertynews.com
harmless against all actions, proceedings, costs, damages, expenses, penalties,
claims, demands and liabilities (including consequential losses and loss of
profit and all reasonable legal costs and expenses) arising from any breach of
its obligations under the Contract and/or the use, publication, reproduction or
transmission of the Advertisement, Advertiser Content and/or Advertiser Web
Content on the Website.
7.4 This Clause 7 shall
continue in full force and effect notwithstanding any suspension or termination
of this Contract.
8. LIMITATION OF LIABILITY
8.1 Under no circumstances shall Propertynews.com
be liable to the Advertiser for indirect, incidental, consequential, special,
exemplary damages, loss of profits or loss of goodwill (even if such damages
are foreseeable, and whether or not Propertynews.com has been advised of the
possibility of such damages) arising from any aspect of the advertising
relationship provided for herein. Propertynews.com shall in no event be liable
to Advertiser for more than the total amount paid to Propertynews.com by
Advertiser hereunder in respect of a particular Advertisement.
8.2 Propertynews.com
makes no representations, and hereby expressly disclaims all warranties,
express or implied, regarding Propertynews.com’ services or any portions
thereof, including any implied warranty of merchantability or fitness for a
particular purpose and implied warranties arising from course of dealing or
course of performance. Without limiting the generality of the foregoing, Propertynews.com
specifically disclaims any warranty regarding:
a) the number of persons who will access the
Advertisement; and
b) any benefit Advertiser might obtain from
including the Advertisement within the Website.
8.3 Without limiting the
foregoing, Propertynews.com shall
have no liability for any failure or delay affecting production or transmission
of the Website and any Advertisement(s) incorporated in it, in any manner where
such failure or delay results from any governmental action, third party act,
fire, flood, storm, insurrection, earthquake, power failure, riot, explosion,
war or terrorist activity, embargo, strikes or other industrial action whether
legal or illegal, labour or material shortage, compliance with any law or
governmental order, rule, regulation or direction, transportation interruption
of any kind, work slowdown, transmitter or satellite degradation, failure of
the Internet or other technical facilities or any other interruption or failure
or other condition beyond the control of Propertynews.com.
9. TERM
AND
TERMINATION
9.1 The
term of the Contract shall commence on the acceptance of a Booking in
accordance with Clause 2.1 and shall continue in full force and effect until
the completion of the display of the Advertisement in accordance with the
Insertion Order unless terminated earlier in accordance with these Terms.
9.2 Without prejudice to its other rights and
remedies under the Contract and law, Propertynews.com may at any time,
notwithstanding anything contained in the Contract, forthwith terminate the
Contract in whole or in part without prejudice to Propertynews.com’ right to be
paid by the Advertiser any monies due at the date of termination in the event
of:
(a) Propertynews.com’ publication of the Website being
restricted, curtailed or prevented by any Law or any other act or thing beyond Propertynews.com’
control;
(b) in its sole opinion the Advertisement
and/or Advertiser Content in any way have an adverse effect on the name,
trading image or business of Propertynews.com or its group companies;
(c) the Advertiser is in breach of any term,
condition or provision of the Contract;
(d) the Advertiser fails to pay the Fees in
accordance with Clause 6 of these terms and conditions.
10.
DATA
PROTECTION
10.1 Both parties shall
comply with the provisions of all relevant data protection legislation and
regulations in force from time to time.
10.2 All data collected
from the Website, including without limitation, in respect of the Advertisement
shall be the exclusive property of Propertynews.com save with regard to any
Microsites, where data ownership shall be as agreed between the parties and
detailed on the Insertion Order.
11. CONFIDENTIALITY
11.1 The
provisions of these Terms and the Contract (in whole and in part) are
confidential and the Advertiser shall not disclose them to any third parties
without Propertynews.com’ prior written consent nor shall the Advertiser
publish any information in connection with any Advertisement, which has been
displayed or is scheduled for display on the Website without the prior written
consent of Propertynews.com.
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