STANDARD TERMS FOR ADVERTISING ON ALLTERN8.COM
The following terms and conditions (the "Standard Terms") shall be deemed to be incorporated into each order form, insertion order or change/cancellation order (the "Order Form") for Services (as defined below) from Alltern8.com and made between Alltern8.com and the Agency or Client as specified in the Order Form (the "Advertiser"), forming the "Agreement".
1. DEFINITIONS
Confidential Information means the existence and conditions of the Agreement, as well as any other information relating, directly or indirectly, to the Agreement or to either of the parties, including, without limitation, their operations and finances.
Content shall mean editorial, advertising, creative, artwork, audio-visual presentations, photography and other materials provided by the either party to the other.
Distinctive Signs means any trade mark or logo of the Advertiser appearing on the Site.
End Date means the date on which the Online Publication campaign finishes and is to be removed from the Site as more particularly detailed in the Order From.
Online Publication means publication of any Content on behalf of the Advertiser on the Site.
Site means the Alltern8.com website located at www.alltern8.com.
Start Date means the date on which the Online Publication is to appear on the Site as more particularly detailed in the Order From.
"Working Day" means a day other than Saturdays, Sundays and public holidays in England and Wales.
2. ADVERTISERS OBLIGATIONS
2.1 Advertiser undertakes to provide to Alltern8.com, at Advertiser's expense and at least two Working Days prior to the planned Start Date of the relevant Online Publication, all Content which is to be included in the Online Publication and any details of any URL links if applicable, except where Alltern8.com are to be provide the services to produce the Content in which case all details which Alltern8.com may request to enable Alltern8.com to provide the Content shall be provided at least seven days prior to the planned Start Date of the relevant Online Publication. The Content shall be provided in such format, and by such means of submission, as Alltern8.com specifies from time to time.
2.2 If the Content is provided to Alltern8.com later than required in Clause 2.1, then Alltern8.com shall be entitled to charge, and Advertiser shall pay (prior to the Start Date of the relevant Online Publication, unless otherwise agreed in writing by Alltern8.com), a surcharge specified at the time by Alltern8.com to compensate Alltern8.com for the additional, unscheduled work required as a result of late provision of the Content. Alltern8.com does not accept responsibility for late submission of Content and Advertiser realises and recognises that this can affect Online Publication delivery.
3. ALLTERN8.COMS OBLIGATIONS
3.1 Alltern8.com agrees to provide the advertising services set out in the Order Form (the Services) and subject to these Standard Terms. In the event of any conflict between the Order Form and these Standard Terms, the Order Form shall take precedence.
3.2 Once it receives Content from the Advertiser, Alltern8.com shall edit it and from the Start Date place it and insert any agreed URL links onto the Alltern8.com website .
3.3 All Content submitted by Advertiser is subject to Alltern8.com approval. Alltern8.com reserves the right to reject or cancel any Content, advertisement, insertion order, space reservation or position commitment at any time on written notice (includes email). In addition, Alltern8.com shall have the right to reject any URL link requested in any Online Publication.
3.4 Except as otherwise expressly provided in the Order Form:(a) any proposed objectives, target audience or proposed tactics are indicative only, and Alltern8.com does not commit to any thereof, and
(b) the positioning of the Online Publication on the Ssite is at the sole discretion of Alltern8.com.
4. AGENCIES
Where the Advertiser is an advertising (or other) agency placing advertising on behalf of a Client, then the Client and Agency shall be jointly and severally liable under this Agreement. The entity signing the Agreement on behalf of Client/Agency warrants that it is duly authorised and has the full power to bind the person(s) or entity(ies) with the authority to place the advertising referred to in the Order Form, and agrees to indemnify and hold harmless Alltern8.com, any advertising representative of Alltern8.com, and any media controller, and in each case its group undertakings (as defined in section 1161(5) of the Companies Act 2006), officers, agents, , and employees (all such entities, collectively, the Alltern8.com Parties") from any and all claims, losses, damages, liabilities or costs arising out of any breach of the foregoing warranty. The Advertiser shall be solely responsible for any commission or other payment due to any such agency.
5.1 Subject to Clause 6 and 5.2 below, this Agreement shall commence on the date of signature of the Order Form by the Advertiser and terminate on the End Date.
5.2 Except as expressly specified in the Order Form, any renewal, extension or change to the Order Form or any arrangement contained in it, and the acceptance of any other advertising order, shall be at Alltern8.coms sole discretion, and (for the avoidance of doubt) subject to such pricing as Alltern8.com may specify from time to time.
6.1 Except as otherwise expressly provided in the Order Form, Advertiser may not cancel or terminate any Order Form. In the event that the Order Form permits such cancellation or termination, then any cancellation or termination which is notified to Alltern8.com less than fifteen (15) Working Days before the Start Date in respect of the Online Publication in question shall give rise to a requirement for Advertiser to pay the full cost for the entire Online Publication including any VAT thereon (as set out on the Order Form), and Advertiser agrees to pay such costs plus VAT immediately upon demand by Alltern8.com.
6.2 Advertiser may terminate the Agreement immediately on written notice to Alltern8.com in the event that Alltern8.com is in material breach of the Agreement, and such breach remains unremedied within thirty days after written notice given by Advertiser specifying the breach and requiring its remedy.
6.3 Any termination of the Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of the Agreement which are by their construction intended to survive such termination.
6.4 Notwithstanding anything in the Agreement to the contrary, termination of the Agreement shall not release Advertiser from its obligation to make payment for all advertisements that have been displayed on the Site under any Order Form, or for other charges provided for in the Agreement which are incurred, prior to the date such termination becomes effective.
7.1 The Advertiser agrees to pay Alltern8.com the amounts that it owes as set forth on the Order Form and in consideration of the Services to be rendered by Alltern8.com.
7.2 Payment for any advertisement or any other goods or services is due in advance of the Start Date unless Altern8.com has agreed otherwise in writing. The Advertiser will ensure that payment is received by Altern8.com not later than the Start Date. Failure by Altern8.com to invoice the Advertiser shall not excuse late or non-payment.
7.3 Alltern8.com reserves the right (i) to suspend or interrupt any Online Publication and link to the Advertisers website if any invoice is not paid in full by the due date and (ii) to charge the statutory rate of interest under the Late Payment of Commercial Debts (Interest) Act 1998 on all overdue payments.
7.4 In the absence of payment of any amount by the due date therefor, all other outstanding invoices shall become immediately due and payable.
7.5 In the event that any taxes are required to be paid on the display of the advertisements and/or Content on the Site or the amounts payable under the Order Form or these Standard Terms, such taxes shall be assumed and paid by Advertiser.
8.1 Alltern8.com is, and shall remain, owner of all intellectual property rights attached to the Site and the constitutive elements thereof. This Agreement shall not result in any transfer of ownership from Alltern8.com to the Advertiser.
8.2 As between Alltern8.com and Advertiser, all Content and other material (in whatever form, whether represented visually, aurally or otherwise) created by or on behalf of or furnished by or on behalf of Alltern8.com is and shall remain the property or Alltern8.com (without prejudice to any rights therein held by any media controller or licensee), including all copyright and other intellectual property rights therein. Advertiser shall not, and shall not authorise or permit, the reproduction or distribution, in whole or in part (whether by electronic, photographic or other means), of any such material without Alltern8.com's prior written consent.
8.3 Subject to Clause 8.1 above the Advertiser shall own all Content and Distinctive Signs provided by it to Alltern8.com for the Services. For this purpose, the Advertiser hereby grants Alltern8.com a non-exclusive, non-transferable right to use, reproduce, and represent the Distinctive Signs and Content under the terms of this Agreement.
8.4 All rights in any data relating to internet users while on the Site and/or who access the Advertisers web site through any agreed link shall be the property of Alltern8.com. All rights in any data relating to internet users while on the Advertisers web site shall be the property of the Advertiser.
8.5 Alltern8.com shall be entitled to dispose of any Content delivered to it by Advertiser unless acceptable prepaid return arrangements have previously been made between Alltern8.com and Advertiser.
9.1 Each of the parties shall be solely liable for the editorial content of its own site, except in the case of a white-label solution or co-branded page hosted by the Site, in which case Alltern8.com reserves absolute editorial control.
9.2 Alltern8.com, however, shall not be liable, directly or indirectly, for any reason or cause whatsoever, for damages linked to presentation of the Distinctive Signs on the Site and the insertion of any link.
9.3 Except as set out in Clause 9.4 below, Alltern8.com shall not in any event be liable to the Advertiser for any reason whatsoever, for any indirect damage of any kind, including, but not limited to, any loss of data, commercial loss, loss of sales or profits, loss of customers, injury to brand image, or loss of opportunity, relating to or arising out of the performance of the Agreement.
9.4 Advertiser undertakes that it is and will continue to remain entitled to place, and to authorise the Alltern8.com Parties to place, the Online Publication referred to in the Order Form and the Content provided by it in the manner contemplated in the Agreement. Advertiser also undertakes that the advertisements thus placed, the web-sites or other properties linked to and from such advertisements, and the content of each thereof (including, without limitation, the Content provided by the Advertiser) do not and will not (a) infringe the any applicable law, rule, regulation, standard or code (including, without limitation, any promulgated by the United Kingdom Advertising Standards Authority or any equivalent entity in any jurisdiction in which such advertisement is accessible), (b) infringe the rights of any person or entity, nor require payment (including mechanical royalty or performing rights payments for use of music, union payments, rental right payments , author royalties or trade mark royalties) to be made by any Alltern8.com Party to any person or entity, or (c) contain any virus, worm, Trojan horse or other contaminant that may be used to access and modify, delete or damage any data file or other computer program. Advertiser agrees to indemnify and keep indemnified and hold harmless each of the Alltern8.com Parties and their respective officers and employees against all claims, demands, liabilities, costs and expenses, including reasonable legal fees , made by any third party arising directly or indirectly out of any Online Publication, any use by the Advertiser of the Services or Site or connection to the same, any violation of this Agreement by the Advertiser or any violation of the rights of another by the Advertiser. The Alltern8.com Parties may enforce the terms of this Agreement against the Advertiser for the purpose of giving effect to this indemnity.
10. CONFIDENTIALITY
10.1 Each of the parties agrees not to disclose Confidential Information of which it may be aware, except to its officers and employees whose responsibilities are closely linked to the performance of the Agreement and to whom such information is absolutely necessary in connection with the performance of their employment agreement.
10.2 Each of the parties agrees that none of its officers, employees and/or any representatives shall disclose, for any reason whatsoever, the Confidential Information to the public, by conference and/or communiqu and/or press article, prospectus, advertising or any other means whatsoever.
10.3 Notwithstanding the foregoing, the parties can indicate the existence of the Agreement for the purpose of promoting their respective operations.
10.4 This clause shall survive expiry or termination of this Agreement.
11.1 The Parties shall not be liable if the performance of the Agreement is delayed or prevented because of a force majeure event such as: intervention of civil or military authorities, natural disasters, fire, water damage, improper operation, interruption of the telecommunications or electricity network, temporary interruption of the Site or due to causes which are beyond the control of the Parties, or in the event of changes, destructions, distortions, or obstacles resulting from fraudulent access to the system of automated data processing.
11.2 This Agreement constitutes the entire agreement of the Parties and annuls and replaces any prior or contemporaneous communication, proposal, declaration or understanding, whether oral or written, existing between the parties with respect to the same subject matter.
11.3 No change to the Agreement will bind the parties unless it is in writing duly signed by them.
11.4 The clause headings in these Standard Terms are provided for convenience, and shall not affect the construction of the Agreement.
11.5 If any provision of these terms and conditions is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.
11.6 Save as expressly granted in this Agreement, none of the provisions of these terms and conditions are intended to confer a benefit on or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Notwithstanding the foregoing the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement.
11.7 No failure by either of the parties to take advantage of any of the provisions of this Agreement in any given circumstance shall be deemed to be a waiver of the right to rely on such provision of the Agreement in other circumstances, or to rely on any other provision of this Agreement, regardless of the circumstances. No waiver of any of the provisions of this Agreement shall have any effect, unless set forth in a writing signed by a duly authorised representative of the relevant Party.
11.8 This Agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Agreement limits the right of Alltern8.com to bring proceedings against the Advertiser arising out of or in connection with the Advertisers use of the Services in any other court of competent jurisdiction or concurrently in more than one court of competent jurisdiction.