Advertising Terms and Conditions
green-planet-appeal.com Advertising Terms and Conditions
green-planet-appeal, 15 Dec 2016
green-planet-appeal.com is a UK Based NGO for non-profit social enterprise our contact address is 8a Philips Park Road East, Whitefield Manchester M45 7HJ (hereinafter referred to as “green-planet-appeal.com”).
green-planet-appeal.com Limited VAT number: 189 4145 72
" green-planet-appeal.com website" means the website or websites which shall be used at any time for the purposes of carrying out the business of green-planet-appeal.com or any associated company of green-planet-appeal.com Such website or websites shall include the website which shall normally appear on the World Wide Web at the address http://green-planet-appeal.com/ however shall also be deemed to include any other website or websites which may be used for the purposes of carrying out the business of green-planet-appeal.com.
1 Advertising Order
a) Within the following Terms and Conditions, “Advertising Order” shall mean the order (on green-planet-appeal.com standard format or the contract agreement between green-planet-appeal.com and the advertising agent or other advertiser, such as accommodation owner or manager, activity provider, tour operator or organisation representing a specific destination, including, but not limited to, a National Park or an Area of Outstanding Natural Beauty) by an advertising agent or other advertiser (hereafter “Client”) to place an advertisement or several advertisements via on-line media (including information and communication services such as an email bulletin) as well as on the “green-planet-appeal.com website” and its associated social media accounts, including Twitter, Facebook, Google Plus and Pinterest, for the purpose of promoting the Client’s business or services..
b) These Terms and Conditions apply to all of the Client’s future Advertising Orders, irrespective as to whether or not express reference is given to them.
a) Within the context of these Terms and Conditions, advertising copy can consist of one or more of the elements named, as follows:
- a picture and/or text and/or moving picture sequences (incl. amongst other things, a banner); or
- a sensitive surface, which on clicking establishes contact via an online address determined by a client to further data lying within the client’s sphere or elsewhere, (i.e. a link).
b) Advertisements, which by virtue of their appearance are not recognisable as such, are to be made discernible as such. The Client is obliged to ensure that via its advertisements access cannot be obtained to any other data, content or other web sites which are illegal or which will violate the rights of third parties and in particular will not allow access to content which is morally offensive (especially racial, pornographic, insulting, harassing, obscene or that glorifies violence). Should this nevertheless be the case, Clause 17 a) to c) will apply.
3 Formation of contract
a) Subject to individual provisions to the contrary, a contract is formed on these Terms and Conditions by confirmation of the Advertising Order by green-planet-appeal.com, in writing or via e-mail. If, without such confirmation, green-planet-appeal.com publishes the Client’s advertisement, then this shall also be confirmation of the Advertising Order. Verbal or telephonic confirmations by green-planet-appeal.com are also subject to these Terms and Conditions.
b) In the event of Advertising Orders being placed by advertising agencies on behalf of their clients, the contract will be between green-planet-appeal.com and the advertising agency.
4 Completion term
If the Advertising Order gives the Client the right to call off individual advertisements over a period, the Advertising Order must be completed within 6 months from the date of formation of the contract (as detailed in clause 3 above).
In the event of activity response being guaranteed, green-planet-appeal.com reserves the right to use whatever additional activity it deems necessary to fulfil the guaranteed response. This may include additional emails, telemarketing or onsite creative.
a) Advertisements will be inserted as mutually agreed or at green-planet-appeal.com reasonable discretion and at the contractually determined transmission times as detailed in the Advertising Order. If, due to the design of the advertisement or the advertising surrounding, it appears to green-planet-appeal.com to be necessary to do so, green-planet-appeal.com is allowed to indicate clearly on every advertisement that it is an advertisement (see Clause 2.b) without this requiring the Client’s permission. However, the Client is already obliged during production to ensure that advertisements are recognisable as such.
b) green-planet-appeal.com is free to design the surrounding content, unless contractually agreed otherwise in writing.
6 Delivery of data
a) The Client is obliged to ensure correct, complete and timely delivery of advertisements before transmission date and in particular in accordance with green-planet-appeal.com format or technical standards. The Client shall also ensure that no security risks, such as viruses or other technical problems, shall arise from the use of the advertisements. Should damage to green-planet-appeal.com be incurred by the use of the advertisements supplied by the Client, the Client will be held liable.
b) The client will be charged for the provision of late copy
Copy should be sent by the Client to green-planet-appeal.com 4 working days before a campaign is due to start; and If the copy and creative is not delivered by 9am the day before the campaign is due to start the full cost of campaign will be invoiced. After this point the agreed start date for creative campaigns cannot be rescheduled. If creative is late the Client will therefore lose days from its campaign.
d) green-planet-appeal.com responsibility for storing the advertisement ceases three months after its last publication.
e) Costs to green-planet-appeal.com for alterations to the advertisement made at the request of or incurred by the Client, will be carried by the Client.
7 Right of refusal
a) green-planet-appeal.com reserves the right to refuse or to block any advertisements or parts thereof if green-planet-appeal.com is of the opinion that their content is in violation of law or official regulations, these Terms and Conditions or if by virtue of their content, origin or technical form are unacceptable for green-planet-appeal.com.
b) In particular, green-planet-appeal.com can block an advertisement which has already been published if the Client subsequently alters the content or the data to which a link refers, where such altered content or data thereby comes within Clause 7 a). In the event of one of the above-mentioned cases occurring,
green-planet-appeal.com will immediately inform the Client that green-planet-appeal.com will not publish or alternatively will block the advertisement.
c) In the event of green-planet-appeal.com blocking an advertisement, it will inform the Client of such blocking as soon as possible. In the cases described in Clause 7 a) and b), green-planet-appeal.com shall have no liability to the Client, the Client has no rights of redress against green-planet-appeal.com, and in particular no rights to claims for damages.
8 Price list
a) Prices are valid as per green-planet-appeal.com current published price list at the time the Advertising Order is placed with green-planet-appeal.com. The right to alter the price list is reserved by green-planet-appeal.com. For Advertising Orders confirmed by green-planet-appeal.com, price increases are only effective if these are announced at least one month prior to publication of the advertisement. In the event of a price increase, the Client has the right to cancel the Advertising Order. The right to cancel or give notice must be exercised within 14 days of receipt of notice of the price increase.
b) Selling prices are not inclusive of sales or value added tax; where applicable, these will be charged separately at the legally applicable rate. The basic price is the consideration for the insertion of the advertisement and contains neither production nor other costs. To the extent that such other costs are incurred, they will be charged separately and are in all cases the Client’s responsibility. Further production or other costs shall not be incurred by green-planet-appeal.com without the Client’s prior consent.
c) Price discounts shall be as detailed in green-planet-appeal.com current published price list. Advertising agencies and other advertising middlemen are, in their quotations, offers, contracts and invoices to advertisers, obliged to adhere green-planet-appeal.com current published price lists.
The discounts given in green-planet-appeal.com current published price list are given for the total invoiced amount for advertisements transmitted within a calendar year. Discount rates given within the framework of mechanical/electronic order processing are therefore only to be regarded as provisional.
10 Agency remuneration
An agency commission of 10% will be given for all Advertising Orders which are contractually agreed via an advertising agency – unless otherwise agreed by the agency and green-planet-appeal.com. The basis for calculating this commission shall be the total net invoice value of an Advertising Order placed by an advertising agency, excluding sales or value added tax and after deduction of discounts. Should the agency commission change as a result of additional invoice value or cancellation, the agency commission will be re-calculated, resulting in either a further debit or credit to the agency.
a) Should an Advertising Order not be fulfilled by a Client for reasons for which green-planet-appeal.com is not responsible, the Client, notwithstanding other legal responsibilities, must repay the difference in discount between the amount originally allowed (based on expected invoiced value) and that allowable on the basis of the actual invoiced value.
b) If nothing to the contrary has been agreed and if having concluded a contract which, in accordance with green-planet-appeal.com current published price list entitles him from the outset to a discount, the Client is entitled retrospectively to a refund which corresponds with his actual order value placed within a calendar year. The right to such a refund expires if within three months following acceptance of the Advertising Order by green-planet-appeal.com, this right is not exercised.
12 Settlement conditions
a) In the absence of any agreement to the contrary, the Client shall pay all invoices 30 days from the date of invoice.
b) Should the Client fail to settle any invoice in full in accordance with clause 12 (a) above, it shall be liable to pay interest on the outstanding sum at a rate of 4% above the base right from time to time of NatWest Bank. Such interest shall accrue from day to day and shall be compounded annually. In addition, whilst such sums owed remain outstanding, green-planet-appeal.com can postpone further execution of the advertisements covered by the current Advertising Order without the Client having claim to compensation, and can demand advance payment for the completion of an Advertising Order.
c) Objectively founded doubts as to the Client’s solvency shall entitle green-planet-appeal.com r to make the continued appearance of advertisements conditional upon advance payment and settlement of outstanding invoices, even during the current contractual period and without regard to payment terms originally agreed.
d) The Client shall not be entitled to a right of set-off against green-planet-appeal.com.
e) In consideration of green-planet-appeal.com continuing to supply the Client with goods and services from time to time as specified by the Client in the “Advertising Order”, the Client agrees the following:
The orders placed are divisible. Each delivery of goods and/or services made thereunder;
i) shall be deemed to arise from a separate contract, and
ii) shall be invoiced separately and any invoices for a delivery of goods or services provided shall be payable in full in accordance with the terms of payment provided for therein without reference to and notwithstanding any defect or default in the delivery of any other instalment or of any other instalment under any contract.
13 green-planet-appeal.com duties concerning information
In the absence of any agreement to the contrary, green-planet-appeal.com is obliged to have within ten working days following completion of an Advertising Order, information available for the Client, giving the number of “hits” (accesses) obtained through the advertisement.
14 Data privacy protection
The Advertising Order is to be carried out with due regard to the ruling data privacy protection rights regulations. In particular, the Client shall comply at all times with the Data Protection Act 1998 and warrants that it shall obtain all necessary consents to enable green-planet-appeal.com to process any personal data
that it delivers to green-planet-appeal.com for the purposes of an Advertising Order (for example in relation to email bulletins). The Client shall indemnify green-planet-appeal.com against all actions, claims and proceedings from time to time made against green-planet-appeal.com and all loss or damage and all payments, costs (including legal costs) or expenses made or incurred by green-planet-appeal.com as a result of the Client being in breach of this clause.
15 Faulty delivery
In the event of an Advertising Order not being completed for reasons for which green-planet-appeal.com is not responsible, in particular force majeure, the Advertising Order will, if possible, be completed later. If the Advertising Order is completed later and within a reasonable, acceptable period after removal of
the cause of the delay, green-planet-appeal.com right to remuneration remains. Should it not be possible to complete the Advertising Order later and within a reasonable and acceptable period, the Client is entitled to repayment of remuneration so far paid. Client claims beyond this are excluded.
16 green-planet-appeal.com warranty
a) Within the framework of customary technical standards and subject to the exceptions detailed below, green-planet-appeal.com warrants the best possible reproduction of the advertisement. The Client however is aware that the current state of art makes it impossible to produce an entirely faultless programme. The warranty does not cover insignificant faults in the reproduction of the advertisement. Furthermore, the warranty does not apply to faults caused by technical disruptions, in particular a power and/or computer breakdown resulting from a systems failure; or the use of unsuitable presentation soft- and/or hardware (e.g. browser); or a disruption in the communications network of other operators; or incomplete and/or out-of-date offers on so-called “proxies” (buffer stores); or a breakdown of the ad-server, which continues for no longer than 24 hours (continuous or in the aggregate). Subject always to the exceptions detailed in clause 16 (a) above, in the event of the ad-server breaking down for a substantial period (more than 10 per cent of the time booked) and within the framework of a specific time scale booking, the Client shall not be liable for payment during such breakdown period.
b) green-planet-appeal.com shall not be liable to the Client for defects in the advertising or the areas to which the advertising links which are not the fault of green-planet-appeal.com (for example, a website to which advertising links is not available). In addition, green-planet-appeal.com shall not be liable for any perceived ineffectiveness of the advertising campaign where there are such defects. Immediately following the initial transmission, the Client is obliged to check the advertising ordered and to make known any possible defect which may have emerged and to make this known in writing to green-planet-appeal.com without delay, at the latest however within two weeks of initial transmission. To the extent that no defects are made known to green-planet-appeal.com within this time period, green-planet-appeal.com shall have not liability to the Client for such defects or their effect on the advertising campaign as a whole. In the event of any defect which is the fault of green-planet-appeal.com having been indicated punctually by the
Client in the manner described above, green-planet-appeal.com liability shall be limited to rectification of the defect and/or compensatory publication. Should the rectification be unsuccessful, the Client is entitled to choose a price reduction for future advertising or a refund of monies already paid.
17 Client undertaking
a) The Client undertakes that in relation to all advertisements or content to which they link it owns all legal rights in or has a legally binding licence to use all such content, that the use or inclusion of such content shall not infringe or violate the legal rights of third parties (in particular any intellectual property rights) or other laws or regulations and that the advertisements or content to which they link shall not contain anything which is morally offensive (see Clause 2.b), defamatory or libellous.
The Client shall indemnify green-planet-appeal.com against all actions, claims and proceedings from time to time made against green-planet-appeal.com and all loss or damage and all payments, costs (including legal costs) or expenses made or incurred by green-planet-appeal.com as a result of the Client being in breach of this clause.
b) The Client is bound in good faith to support green-planet-appeal.com with information and materials in green-planet-appeal.com legal defence against third parties.
c) In the event of commencement of legal proceedings by authorities or criminal proceedings against green-planet-appeal.com Clauses 17 a) and b) apply.
d) The Client grants to green-planet-appeal.com, as is necessary both in time and content for completion of the Advertising Order, a licence for all necessary rights of use, performance rights and other rights of copyright for use of the advertisement or content to which advertisements link in all types of online media, in particular the right to duplicate, publish, convey, transmit, extract and call-off from a database. In all cases, the aforementioned rights are granted without geographical limitation and authorise transmission using all known technical methods, as well as all known types of online media.
a) green-planet-appeal.com shall not be liable for the following loss or damage, whether indirect, howsoever caused and whether or not foreseeable by the parties: economic loss including administrative and overhead costs, loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of every description.
b) Subject to liabilities it cannot legally exclude or limit, green-planet-appeal.com total liability under an Advertisement Order, whether arising out of breach of contract, negligence or breach of statue, shall not exceed the total fees due to green-planet-appeal.com under the relevant Advertisement Order.
In individual, substantiated cases green-planet-appeal.com can, at its own discretion and up to 6 weeks prior to the first transmission of the advertisement, grant the Client the possibility of cancelling the Advertising Order, in fully substantiated cases, up to 3 weeks prior to the first transmission. A request for such a concession must in any case be submitted to green-planet-appeal.com either in writing or by e-mail. There is no possibility of cancellation for advertising which is directly incorporated in the production of informational matter (sponsoring of specials, market research projects or events) by green-planet-appeal.com.
If any provision (or part of a provision) of these Terms and Conditions or an Advertising Order is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
These Terms and Conditions, the Advertising Order and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
The Client shall not, without the prior written consent of green-planet-appeal.com, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions or an Advertising Order.
green-planet-appeal.com may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions or an Advertising Order.
Third Party Rights
These Terms and Conditions and the Advertising Orders are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, but are not intended to benefit, or be enforceable by, anyone else.
Governing Law and Jurisdiction
These Terms and Conditions and the Advertising Orders and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions and the Advertising Orders.
green-planet-appeal.com reserves the right to reject, approve or remove any ad for any reason, in our sole discretion, including ads that negatively affect our relationship with our users or that promote content, services, or activities, contrary to our competitive position, interests, or advertising philosophy. These guidelines are subject to change at any time.
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