General Terms and Conditions of ad pepper media U.K.
for agencies and advertisers for iLead campaigns
Definitions
“Assets” means content in the form of promotional material including but not necessarily limited to Registration Forms, banners, buttons, pop-ups and textlinks that are developed jointly by ad pepper and the advertiser/agency for the benefit of the advertisers target and accepted by ad pepper for installation on the Represented Sites;
“Conversion Rate” means the number of persons (expressed as a percentage) who having completed any form of action, as e.g. Registration Forms, buys etc.;
“Data Fields” means each area on a Registration Form for the input of data including (but not limited to) name, e-mail address, geographical address and telephone number;
“Launch Date” means the date the first Completed Registration is received via the Assets on Represented Sites ;
“Application” means a completed (i.e. once confirmation page is displayed) online membership application form received by the advertiser/agency from a person who arrived on an advertiser/agency new member recruitment website/page directly from a Completed Registration implemented on a Represented Site (excluding applications rejected by the advertiser´s/agency´s screening process e.g. because they are duplicates or registration fields have not been completed satisfactorily);
“Completed Registration” means the completion of a single or multiple number of Data Fields on a Registration Form that is de-duped against the Registration Database;
“Registration Form” means the form of registration relating to the advertiser/agency appearing on Represented Sites;
“Registration Database” means the database set up with a certain number of data capture fields, hosted and maintained by ad pepper media for the capturing of the data from Registration Forms;
“Represented Sites” means such of the websites in respect of which ad pepper has from time to time arrangements to display advertising content on which ad pepper decides from time to time to display an Asset;
1. Business activities regarding iLead
ad pepper media UK (“ad pepper”) effects the placement of Assets on Represented Sites by order of the advertiser/agency; the contract between ad pepper and the Represented Site is entered into and executed by ad pepper on its own behalf and account.
2. Conclusion of Contract
2.1 A binding contract shall arise upon receipt of ad pepper´s order and a written confirmation by the advertiser/agency that the order is accepted.
2.2 These General Terms and Conditions shall apply to the exclusion of all else. The applicability of the advertiser´s/agency´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. Assets
3.1 the advertiser/agency will provide to ad pepper promptly after signing the order confirmation Assets.
3.2 ad pepper will install Assets on Represented Sites and using such devices as it shall decide (including, but not limited to, banners, buttons, textlinks and pop-ups).
4. ad pepper's role
ad pepper will :
4.1 keep the Assets installed on Represented Sites at its own cost;
4.2 host Assets on ad pepper servers or on the servers of Represented Sites (as it shall decide);
4.3 ensure that once a user has completed a Registration Form that it is directed onto the appropriate advertiser´s/agency´s new member site;
4.4 build, host, manage and maintain the Registration Database;
4.5 manage the sending of the registration data in a certain time (e.g. real time or in a csv file daily/weekly) including the management of dedupes as well as sorting out the registrations that do not fulfil the correct number of data;
5. The Advertiser's/Agencies role
5.1 The advertiser/agency may up-date its Assets as often as it deems appropriate provided always that if this requires the addition to the Registration Form of Data Fields in addition to those agreed with ad pepper media before the Launch Date ad pepper shall not be required to include such additional Data Fields on the Registration Form unless it has agreed with the advertiser/agency a fee for so doing and such fee has been paid by the advertiser/agency.
5.2 If the owner or operator of a Represented Site requests additional promotional content for the advertiser/agency this will be negotiated separately on a site-by-site basis only with and through ad pepper.
5.3 If the owner or operator of a Represented Site wishes to undertake a Joint Promotion with the advertiser/agency this will be negotiated separately on a site-by-site basis only with and through ad pepper.
5.4 the advertiser/agency agrees with ad pepper that it will not during the term of the Contract or for 6 months thereafter enter into any agreement or arrangement of any nature whatsoever for the promotion of the advertiser/agency on any Represented Site.
6. Fees
6.1 ad pepper´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. If the advertiser/agency does not agree to this increase he has the right to terminate the contract in writing within 14 days from the date of receiving the notification about the increase.
6.2 End of Campaign reporting. 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.
6.3 2 In case of overdelivery ad pepper is allowed to charge the client for an additional amount of up to 5% of the amount agreed upon.
6.4 Invoices are payable promptly 30 days net without any deduction into an account to be indicated by ad pepper unless the parties agree otherwise in writing.
6.5 If any amount is not paid on or before the due date for payment:
6.5.1 it shall bear interest (as well before as after judgment) at the rate per annum of 5 per cent above the base rate from time to time until such amount is paid;
6.5.2 ad pepper may suspend the campaign at its discretion.
7. Termination / Duration
7.1 The Contract commences with the signing of the Order Confirmation and runs for the period required by ad pepper media to generate the agreed Completed Registrations but subject to a maximum period of 6 months.
7.2 ad pepper may immediately terminate the Contract if the advertiser/agency fails to pay an invoice within the time limit set in the invoice.
7.3 Both parties may immediately terminate the Contract if the other party materially breaches any of the terms of the Contract which (in case of a breach capable of being remedied) is not remedied within 14 (fourteen) days of a written request to do so.
7.4 Any notice of termination has to be in writing.
8. Use of Information
The advertiser/agency shall not be entitled to (and shall not) use any of the information captured from Registration Forms for any purpose whatsoever (except the sale of its products to those who complete a Registration Form or Application) and shall be entitled to (and shall not) sell, transfer or make available in any form whatsoever any of such information to any other person (except the Client).
9. Limitation on liability
9.1 ad pepper is not liable in cases of force majeure nor for technical problems that are beyond its area of responsibility and control.
9.2 Otherwise, ad pepper is only liable in cases of intent or gross negligence; in other cases, ad pepper is only liable for damages in the foreseeable amount and as it is typical for those kinds of contracts. Inasmuch as no “cardinal obligations” are violated, the maximum damages are equal to the payment received by the website owner for the advertising run, within a limiting condition of a lower level of damages. Even within the scope of this limitation of liability, ad pepper is not liable for ordinary violations of obligations committed by persons who are neither its legal representatives nor in managerial positions, provided that no essential contractual obligations were violated.
10. Indemnity
10.1 The advertiser/agency hereby indemnifies and agrees to hold harmless ad pepper against any claims, costs, judgments, damages and losses of any nature (or any of them) which may be made against or suffered by ad pepper in respect of any claim that any intellectual property rights of another person have been infringed by the Assets provided by the advertiser/agency.
10.2 ad pepper will indemnify and hold harmless the advertiser/agency against any damages (including any costs and expenses) that may be awarded to a third party in respect of any claim that any intellectual property rights have been infringed by ad pepper media’s or any Represented Site unauthorised alteration or modification of the Assets or ad pepper’s or any one of their network of represented sites use of the Assets in a manner contrary to the Contract.
11. Confidentiality
The advertiser/agency and ad pepper each agrees with and undertakes to the other to hold and maintain in strict confidence and not disclose to any other person for any reason any confidential information about the business activities or other information of the other learned during the negotiations leading up to the entering into of the Contract or in the course of its performance and not to use any of such information for any purpose other than in the proper performance of the Contract. However this obligation shall not apply to any of such information which:
is or becomes publicly known without violation of the Contract;
is legitimately obtained at any time by the other from a third party who is not subject to any restrictions in respect of its disclosure or use;
is ordered to be disclosed by a Court of competent jurisdiction in the exercise of that jurisdiction.
12. General
12.1 Amendments and supplements to the Contract, as well as its nullification and termination must be made in the written form to be effective. The requirement for the written form can itself only be waived in writing. Additional oral agreements do not exist.
12.2 These terms shall be governed by and construed in accordance with laws of England and Wales and the parties submit to the jurisdiction of the Courts of England.
12.3 If one or more of the provisions of these General Terms and Conditions should be invalid or null and void or become so, the remaining provisions continue to be in effect. |