ADVERTISERS – TERMS & CONDITIONS - DRAFT
This agreement incorporates these terms and conditions together with the User Agreement – Terms and Conditions which you agree to each and every time you use and/or advertise from the website www.childsafeholiday.com. These Terms and Conditions also relate to all and any agreement between us when you buy any advertising space, either from us, or from any other party, and we reiterate each and every clause of the User Agreement – Terms and Conditions. Details of the consideration (price you pay) and goods and/or services (what we will supply) will be contained in a Purchase Order sent to you at the time of purchase or the on-line sign up. These terms also apply where a third party advertising agent is involved.
Definitions
“Website” means the website and all contents at www.childsafeholiday.com
“user” or “you” means anyone using and/or visiting the website for any purpose
“Advertisers” means either any person or organisation who is advertising on the website, including accomodation providers, subscribers including where applicable, “Pay per click” users or any person or organisation who has entered into an agreement with us or who uses the website in any other way.
“we” or “us” means Davelopware Limited whose Registered Office is at 2-3 Cursitor Street, London, EC4A 1NE, Company registration number 06072752
“Associate” means any person or organisation with whom we are associated. This will include advertisers whose websites we appear on and any person or organisation who has a link, which we have approved, to the website.
“Post onto the website” means any submission in any format, of any data or thing which subsequently appears and can be viewed on the website. This includes taking part in any forum etc.
“Advertising services” means the services which are supplied to you, including those referred to within the User Agreement – Terms and Conditions, which include the ability to visit the website but also the specific services referred to within the Purchase Order or the on-line sign up.
“Nominated Persons” means, where applicable, the person or people within your organisation who we will be dealing with. By “dealing with” we mean obtaining any instructions, reporting to, agreeing to amend or alter the services in any way, agreeing to supply extra or enhanced services or any changes whatsoever to our agreement. We will be unable to deal with anyone else unless you have our specific written agreement. It is your responsibility to ensure that the contact and other details for all Nominated Persons is accurate and up to date.
1 ABIDE BY TERMS
(1) By using our organisation, the website and any services you confirm that you are aged 18 or over and that you have read, understood these Terms and Conditions together with the User Agreement – Terms and Conditions incorporating further terms and conditions. You are specifically agreeing to be bound by all the terms and conditions incorporated within these terms and conditions. Where you are using the website or entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so.
(2) Where the registration for use of the website is on behalf of an organisation and other persons (for example employees) use the website, the organisation specifically confirms that it takes full responsibility for that use and that the organisation, as well as the individuals, will be deemed to be the users for the purposes of these Terms and any subsequent action.
(3) We reserve the right to amend our Advertisers – Terms & Conditions at any time. Such amendments come into force as soon as they appear on the website. It is the Advertisers responsibility to read the Advertisers – Terms & Conditions each and every time before using the website.
2 USE & SUPPLY OF THE WEBSITE
(1) We reiterate clauses 2 and 3 of our User Agreement – Terms and Conditions which forms part of these Terms and Conditions.
(2) You specifically agree that we are not responsible for and that we have no liability and responsibility for any supply or failure to supply whatsoever, relating to the website.
3 SUPPLY OF SERVICES
(1) You agree that all advertising will be supplied to us in accordance with any requirements or specifications and in the format we set out in the Purchase Order or any on-line sign up. If no format is stated, then advertising must be in 400x100 pixel JPEG
(2) You agree that we have a non-exclusive, worldwide, and fully paid royalty-free licence to reproduce, display, use, exhibit, publish, transmit your advertising and that we can modify or adapt it to fit our agreed format and to fit into the website.
(3) You confirm that you are aware that any results of advertising cannot be guaranteed and that you are responsible for your own results. Likewise we make no guarantees in respect of advertising, including without any limitation whatsoever, click-through, usage statistics, times, dates, location and/or position of advertising or any other information or data supplied in respect of any advertising. This is in our absolute sole discretion.
(4) Whilst we will use our reasonable endeavours to supply the services, we shall not be responsible for any failure to provide services or any unavailability.
(5) We reserve the right to suspend the services and to substitute where necessary. We also reserve the right, where applicable, to subcontract the services.
4 PRICES AND PAYMENT
(1) We have provided you with the price of the goods and/or services on the Purchase Order or the on-line sign up.
(2) Payment for all services must be made in full, via PayPal in GBP Sterling within 7 days of the date of any invoice supplied. This includes any taxes due. You are deemed to have received any invoice if it is:
(a) Sent to you by Royal Mail and we have proof of posting of the invoice.
(b) Faxed or emailed, in which either event a transmission log record will be retained by us.
(4 If you do not pay or there are any problems with your chosen method of payment then once you have ordered services you are still responsible for payment. If we do not receive payment within 7 days of the date of the invoice, then we will charge you late payment, together with interest, in accordance with the Late Payment of Commercial Debts Act 1998 and Late Payment of Commercial Debts Regulations 2002 whilst the invoice or any part thereof that the invoice, or any part of it, remains unpaid, until we receive full cleared payment.
(3) Where payment is a part of staged payments, then late or non-payment automatically means that all work stops until such time that full payment (including any accrued or extra payment) is made. No refunds will be made and no work or product of services will be released until cleared payment in full has been made.
(5) Where payment is to be made on a pre arranged monthly basis for on-going services, you are charged 1 month in advance.
(6) We reserve the right to increase prices for any on-going services, such as maintenance, which may be as a result of Third Party increases. If we do, then we give you at least 30 days notice in writing.
(7) For services made via a third party or using third party services, you confirm your agreement to adhere to that third party’s user agreement.
5 RESPONSIBILITY AND MISUSE
(1) In addition to all the other clauses contained herein, you agree that clauses 4 and 5 of the User Agreement applies and that you will solely be responsible for your advertising, together with any use of the website and/or any services provided to you and that you will use the service legally and only for the purposes that it is intended to be used for.
6 COPYRIGHT & ADVERTISING ACCURACY & COMPLIANCE
(1) All Advertisers specifically agree that Clause 8 of the User agreement applies
(2) All Advertisers agree that their advertising complies with the codes of practice issued by the Committee of Advertising Practice In England & Wales and all other relevant industry codes of practice
(3) All Advertisers agree that their advertising does not collect personal data through advertising on the website without the express permission of the user of person and/or organisation whose data is obtained. Particularly the Advertiser agrees not to combine, match, compare or in any way otherwise amalgamate any legally obtained information with any other personal information (including click stream) and cookies
(4) Unless the Advertiser is an “authorised person” within the meaning of the Financial Services and Markets Act 2000, the Advertiser specifically agrees that their advertising forms no “invitation or inducement” for investment, within the meaning of the Act or otherwise breaches the Financial Services Regulations.
(5) You agree that any advertising is honest, accurate, not misleading and does not amount to any misrepresentation, does not breach any rights of any third party whatsoever in nature, is not false, defamatory, libellous, discriminatory in any form, is not abusive, offensive or obscene and does not otherwise harass or invade the privacy of any individual or organisation, does not contain any restricted or “password-only access” pages, or hidden pages or images (those not linked to from another accessible page) and does not promote or instruct as to conduct as described above or which promotes to any breach of this user agreement or any law and is not in any way illegal or contrary to any law.
(6) You confirm that anything that you provide for advertising (e.g. information, data or documents) has been checked by you as being accurate and that you hold the full copyright and that anything that you have provided does not breach any copyright, intellectual property or the rights of any third party, whatsoever in nature, and is not contrary to any law or that you have obtained the copyright owner’s permission to use it in this way. You specifically agree that we have no liability and that you will indemnify us for any loss.
(7) All contents are subject to our approval. However we do not undertake to view or review any advertising and acceptance of any advertising must not be construed as our approval nor as our acceptance that such advertising complies with these Terms and Conditions. In our absolute discretion we reserve the right to reject or withdraw advertising without notice.
7 LIABILITY DISCLAIMER
(1) To the extent that the law allows we will not be held responsible for any direct or indirect loss, incidental or consequential damage, or loss (economic or otherwise), any punitive or exemplary damages, any loss of reputation or goodwill or business opportunities or contact, however it arises, including out of negligence relating to or in any way connected to any installation, use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, or any part of the provision of the services or the website or this user agreement.
(2) In the unlikely event that we would be held liable for any losses occurring as a result of using/ failing to use the services or at all, then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the amount paid by you.
(3) In the event that you have any right, claim or action against any other user or advertiser arising from that user’s or advertiser’s use of the website then you specifically agree to pursue that right, claim or action independently of and without any recourse to us.
(4) You specifically release us and any subsidiaries, agents and employees from all claims, liability, damages, losses, costs and expenses, including any legal fees, known and unknown, arising from or in any way connected with such right, claim or action and agree to completely indemnify us in respect of any such involvement.
8 YOUR INFORMATION & DATA PROTECTION
(1) Data collected will be used and stored in accordance with current Data Protection legislation in England.
(2) All Advertisers specifically agree that the Privacy statement as displayed on the website applies.
(3) All Advertisers specifically agree that any information obtained relating to other website users or advertisers will only be used and stored in accordance with current Data Protection legislation in England.
9 TIME ESTIMATE
We will use all our reasonable endeavours to complete any supply of products or services within any time estimate that we give. However, we will not be liable for any loss of damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement. We aim to keep you informed about any delay.
10 ADDITIONAL SERVICES OR SUPPORT
The Payment you have made is for the goods and/or services outlined in your Purchase Order or on-line sign up. However, from time to time we may agree to provide additional goods and/or services. Where additional goods and/or services are agreed, we will put this in writing to avoid any misunderstanding and to ensure that we are both aware of what has been agreed.
11 CONFIDENTIALITY
Both of us agree, subject to the clauses contained herein, that aspects of this agreement are confidential, including documentation and information obtained about each other.
13 ELECTRONIC ORDERS
In view of the nature of the services we provide, unless we have specifically agreed otherwise in writing, we both agree that you waive any cancellation or refund rights under the Consumer Protection (Distance Selling) Regulations 2000, particularly Regulation 13.
14 CANCELLATION & SUSPENSION
(1) Assuming that you made any payment due in full, and such payment has cleared, then if you wish to cancel advertising you may do this by giving us 30 days Notice in writing. You are not entitled to any refund of any payment made.
(2) Without limiting any other remedies we may suspend or terminate your use/registration/account/advertising at our absolute discretion, either with or without notice.
(3) Particularly, where we suspect that you have engaged or are about to engage in, or have in any way involved in or linked to, breaches of any terms of this agreement.
(4) We also reserve the right, without being held liable in any way, to cancel, take-down, delete or otherwise remove any advertisement, experience, opinions, statements, recommendations, ratings, and information provided by users or advertisers or any links to other websites or other information which is made available through the website without giving reason and in our absolute discretion.
(5) If we do not act upon any breach immediately you should not assume that we have waived any rights as to enforceability or to seek redress, unless we have expressly stated that in writing.
15 INVALIDITY
Each clause or any part at all of this agreement is to be regarded as independent of the others. This means that should any clause or any part at all of this agreement be found to be unenforceable or invalid it will not affect the enforceability or validity of the rest of this agreement.
16 GENERALLY
(1) These terms and conditions supersede any and all prior representations, understandings and agreements between you and us.
(2) We reserve the right to vary our terms and conditions at any time and such variation takes effect when they are posted on our website
17 JURISDICTION
These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.