General Terms and Conditions of Business for agencies and advertisers
applying to all campaigns except iLead
ad pepper media U.K. Ltd.
1. Business Activities
ad pepper media U.K. Ltd. ("ADPM") effects the placement of advertising in certain online publications. The contract is entered into and executed by ADPM on its own behalf and account the client requiring the placement of an advertisement.
2. Conclusion of Contract
2.1 A binding contract shall arise:
Upon receipt of the client’s order and a written confirmation by ADPM that the order is accepted, or by the placement of an advertisement in the online publication; and shall continue for so long as the advertisement is displayed by ADPM.
2.2 Once accepted the client’s order cannot be altered without ADPM's prior agreement in writing or such other form as ADPM permits.
2.3 These General Terms and Conditions of Business together with ADPM's price lists as amended from time to time shall apply to the exclusion of all else. The applicability of the client’s general terms and conditions of business are expressly excluded in so far as they are not in accordance with these General Terms and Conditions.
3. Orders from Advertising Agents and Advertising Agencies
Advertising agents and advertising agencies shall adhere to the price list of ADPM in their offers to, and contracts and accounting with any advertisers or potential advertises (to the extent permitted by law).
4. Rejection of Orders
4.1 ADPM reserves the right to reject an advertisement at any time which ADPM reasonably believes may infringe any third party rights, and any applicable laws and regulations. ADPM also reserves the right to reject any orders, which it believes may infringe any laws, regulations or industry standards anywhere in the world.
4.2 The client has the right to be informed about the reasons for such rejection on your reasonable request. If the client cannot provide a new means of advertising, which meets the requirements of ADPM and any applicable laws, then he will be entitled on his request to be reimbursed for any payments already made less ADPM's reasonable costs to date.
5. Legal Responsibility of the Customer
5.1 By placing an order, the client shall be deemed to have confirmed to have acquired all necessary rights of utilization from the owners of the copyright and all other rights in the advertisement’s content and that he can freely dispose of such rights and/or permit ADPM to use the same in accordance with these terms and conditions.
5.2 The client agrees to indemnify and hold ADMP harmless against any costs of ADPM (including reasonable legal costs), liability or loss suffered as a result of claims brought by third parties against ADPM due to your breach of clause 5.1 above or as a result of any advertisement infringing any law, regulation or regulatory provision.
6. Delivery of the Means of Advertising
6.1 The client is responsible for the timely delivery of the advertisements and for ensuring that the same function correctly on ADPM's websites and for compliance with ADPM's current technical specifications for the display of the advertisements as amended from time to time.
6.2 The client bears the risk for the transmission of the means of advertising to ADPM, and ADPM will not be liable for the failure of any necessary services provided by third parties.
6.3 If an order cannot be executed at all or only in part because of late delivery, defective material, or incorrect designations or instructions, then ADPM shall be entitled to invoice the full amount. The client will not be entitled to compensation in such case.
7. Placement of Advertising
ADPM reserves the right to change the manner and location in which the advertisements are displayed. ADPM will use its reasonable endeavours to display the advertisement using the same level of quality it provides to its clients generally. The client is required to check the advertisement immediately after its first display and must notify ADPM in writing within one week from the placement of any required amendments whether or not they are due to any error or omission on the part of ADPM and if any amendments are required which are attributable to ADPM then this shall be done at ADPM’s cost. All other costs will be to the client’s account. Thereafter the client will bear the costs of any changes required.
8. Non-Performance or Postponement
8.1 Where the advertisement is not displayed in accordance with this agreement and this is attributable to ADPM then to this extent only the client will be entitled to either a payment reduction or a substitute placement equivalent to his loss in benefit, which shall be determined by ADPM acting reasonably.
8.2 If, due to the sole fault of ADPM, ADPM fails to display the advertisement in the manner and time required by this agreement then the client will be entitled to a reduction in the fees paid by him reflecting his loss of benefit, which shall be determined by ADPM acting reasonably.
8.3 Insignificant or minor defects do dot entitle to a price reduction, the placement of a substitute advertisement or a refund or credit note. ADPM does not assume any liability for errors resulting from a transmission of instructions by telephone or by any other electronic means. If ADPM is in default of its obligations the client shall not be entitled to refuse or withhold any payments due to ADPM. The client is not permitted to set off any monies due to ADPM against any monies due to him.
8.4 ADPM shall have no liability for:
the use or specification of any software or hardware by third parties;
the non-display of an advertisement caused by changes in third party software and hardware, including without limitation new or changed protocols or technology;
any failures in the provision of any services and communication networks not under ADPM's control;
any interruption in or the failure of the internet or other online services;
by incomplete and/or non-updated advertisements held on proxy servers (being intermediate storage and caching devices) of commercial or non-commercial providers and online services;
by the malfunction or unavailability of any hardware or software, provided the same does not last longer than 24 hours (continuously or cumulatively) within a period of 30 days from the start of the contractually agreed placement;
or by force majeure, editorial or technical reasons, strike or due to legal provisions or other reasons that ADPM is not responsible for.
8.5 If ADPM reasonably believes that any advertisement may infringe any third party rights or any applicable laws then it shall be entitled to suspend or remove the advertisement until such time as the matter is resolved.
9. Default in Payment
If the client is in default of his payments, ADPM can defer at its sole discretion the further performance of any orders or suspend the display of existing advertisements until the payment is made and require advance payment for further advertisements.
10. Termination
10.1 ADPM shall be entitled to terminate this agreement on giving 7 days notice.
10.2 Either party may terminate this agreement if a material breach by the other party is not remedied within 30 days or immediately if the other party becomes insolvent, is placed in voluntary liquidation or is unable to pay its bills.
11. Price Regulations
11.1 ADPM's prices shall be those specified in its standard price lists as amended from time to time on giving 30 days notice thereof unless the parties agree otherwise in writing. Invoices are payable within 30 days from the start of the placement of the respective advertisement and payable into an account to be indicated by ADPM. The costs of any reminders given can be charged for. If the client does not agree to this increase he has the right to terminate this agreement in writing within five working days from the date of any increase provided that all payments due have been paid in full. Any further by the client in this respect are excluded.
11.2 In case of over-delivery ad pepper is allowed to charge the client for an additional amount of up to 5% of the amount agreed upon.
11.3. End of campaign reporting.
11.3.1 All invoices are based on the report sent by ad pepper’s account manager. Should the client have a query about these figures this must be raised in writing within 7 days. If no query is received within this time period, ad pepper media’s figures shall apply.
11.3.2 In case of re-directed campaigns there might appear differences in counted impressions or clicks between ADPM and the client’s adserving systems. Due to industry standards these differences shall bear no reason for complains up to a difference of 15%. In case of a higher percentage ADPM will investigate the detailed reason for the differences and report them to the client. Therefore the client has to enable ADPM to fully access his adserving system on the specific campaign. Should the client refuse to provide the required access to his adserving system, the ADPM numbers shall apply even in the case of differences exceeding 15%. The results in the report to the client shall clearly define, which system’s numbers are more reliable and why. The numbers having been proved as valid in this process shall be finally applicable for invoicing.
12. Liability
12.1 ADPM gives no warranties and shall not be liable for the usefulness or otherwise of the advertisements nor does it warrant that the advertisements will be capable of being viewed by any given number of people.
12.2 To the fullest extent permitted by law ADPM excludes liability for any indirect, economic or consequential loss or damages, or loss of profits and anticipated savings. Certain local applicable laws may preclude the exclusion of liability and to that extent such liability is not excluded. In all other cases ADPM's liability shall be limited to the amounts paid to it by you in the preceding 12 months.
13. Other Provisions
13.1 Any alterations of or additions to the contract, including ancillary agreements and alterations of these clauses, must be made in writing. The place of performance and jurisdiction is London. However, the client may also be sued before any other court where you are resident.
13.2 If a provision or any part of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law: (i) such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected; and (ii) to the extent permitted by law, the severed provision shall be replaced with a provision which is of similar effect but which is not illegal or unenforceable.
13.3 he client shall not be entitled to assign this agreement without the prior written consent of ADPM.
13.4 British law shall apply.
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