This document (together with the documents referred to in it) tells the Advertiser the terms on which the Advertiser may display advertisements through the Site. By signing up to advertise with us through the Site, the Advertiser agree to abide by these Terms of Business.
1. INTERPRETATION
1.1. In these Terms, save where the context requires otherwise, the following words and expressions have the following meaning:
“Advertisement” means the advertisement to be published through the Site, as described in the IO;
“Advertiser” means the person placing the Advertisement with BIC, whose details are set out in the IO;
“Agreement” means the agreement between BIC and the Advertiser on the terms set out in these Terms and agreed during the order process described below;
“BIC” means Stem Distribution Limited (a company incorporated in England and Wales under company number 3793990) trading as “BritishInformation.Com”;
“IO” means the Insertion Order signed or otherwise agreed to by the Advertiser setting out the details of the Advertiser, the Advertisement and the Fee;
“Fee” means the fee agreed with the Advertiser for the publishing of the Advertisement, as set out in the IO;
“Site” means the websites owned and operated by BIC including (but not limited to) www.britishinformation.com, britishretailers.com, britishbusinesses.com, britpost.com, brit-talk.com, brit-views.com, brit-journal.com and oooba.com.
2. CONDITIONS
2.1. The signature by Advertiser of an IO for the publishing of an Advertisement on the Site shall constitute unqualified acceptance by the Advertiser of these Terms. Any terms submitted, proposed or stipulated by the Advertiser in whatever form, whether written or oral, are expressly waived and excluded unless otherwise agreed in writing by BIC.
2.2. No change to the Agreement shall be binding unless agreed in writing by BIC.
3. ORDERS
3.1. Advertiser may contact BIC through the Site, by email, post or telephone indicating the size and nature of the advertisement to be placed.
3.2. BIC will quote terms for the proposed Advertisement by submission to the Advertiser of an IO.
3.3. The Agreement will start upon receipt by BIC of a copy of the IO signed by the Advertiser and returned to BIC by fax, post or email. BIC will then raise an invoice according to the details set out on the IO signed by the Advertiser.
3.4. In the event of any conflict or inconsistency between anything in the IO and any provision of these Terms, then the IO shall prevail. If the Advertiser makes any amendment to the IO, this will void BIC’s quote.
4. PLACEMENT
4.1. BIC shall use reasonable endeavours to place the Advertisement on the Site in accordance with any specifications set out in the IO.
4.2. The Advertiser acknowledges that BIC does not and cannot guarantee the placement, positioning or the timing of delivery of any Advertisement, or the number (if any) of any impressions, publications, conversions or clicks on any Advertisement.
4.3. If for any reason Advertiser wishes to remove the Advertisement, and gives notice in writing (including email) to BIC, then BIC shall remove the Advertisement within 5 working days of the Advertiser’s notice.
5. PAYMENT
5.1. The Advertiser shall pay the Fee to BIC by BACS or cheque within 30 days of BIC’s invoice or otherwise in accordance with the terms of payment set out in the IO.
5.2. The Fee is quoted exclusive of Value Added Tax which Advertiser shall pay to BIC at the applicable rate at the same time as payment of the Fee.
5.3. BIC may refuse to publish or may withdraw from publication any Advertisement otherwise accepted for insertion pursuant to the Agreement where payment of the Fee remains outstanding for any reason.
5.4. The Advertiser shall not withhold payment in whole or in part on the ground that it has a claim, counterclaim or set-off against BIC.
5.5. The Fee is non-refundable even if the Advertiser cancels the Agreement or wishes to remove the Advertisement, as set out in paragraph 4.3 above.
6. WARRANTY
6.1. The Advertiser warrants to and undertakes with BIC that:
6.1.1. the Advertiser contracts with BIC as a principal notwithstanding that the Advertiser may be acting directly or indirectly for a third party as an advertising agent or media buyer or in some other representative capacity;
6.1.2. the reproduction and/or publication of the Advertisement by BIC will not breach any contract or infringe or violate any Intellectual property rights or any other personal or proprietary right of any person or render BIC liable to any proceedings whatsoever;
6.1.3. any information supplied in connection with the Advertisement is accurate, complete and true;
6.1.4. in respect of any Advertisement which contains the name or pictorial representation (photographic or otherwise) of any person and/or any part of any person and/or any copy by which any person is or can be identified, the Advertiser has obtained the authority of such person (or such person’s authorised representatives) to make use of such name, representation and/or copy;
6.1.5. the Advertisement complies with the requirements of all relevant legislation including the law of the EU, the UK and any jurisdiction in which the Advertiser is based;
6.1.6. all advertising copy submitted to BIC is legal, decent, honest and truthful and complies with the British Code of Advertising Sales Promotion and Direct Marketing and any other codes of practice applicable to the jurisdiction in which the Advertiser is based;
6.1.7. in respect of Advertisements for gambling, the Advertiser is licensed by the Gambling Commission or (where the Advertiser is based outside the UK but within the European Economic Area) by the competent authority in its own territory to advertise gambling and the Advertisement complies with the Gambling Industry Code for Socially Responsible Advertising;
6.1.8. where the Advertiser may be acting directly or indirectly for a third party as an advertising agent or media buyer or in some other representative capacity, Advertiser warrants that it is authorised by the Advertiser to place the Advertisement;
6.1.9. the Advertiser shall not, and shall not allow any third party to, fraudulently use the Site including but without limitation to the foregoing generality, the Advertiser shall not and shall not allow any third party to generate fraudulent or otherwise invalid impressions of or fraudulent or otherwise invalid clicks on the Advertisement including but not limited to using robots or other automated query tools and/or computer generated search requests;
6.1.10. the Advertiser has all necessary rights to permit and hereby grants BIC all such rights which are necessary for BIC to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute the Advertisement;
6.1.11. the Advertiser’s use of the Site complies with BIC’s Terms of Use; and
6.1.12. the Advertiser has all necessary rights, licences and clearances to enter into and perform the terms of this Agreement and to publish the Advertisement.
7. RIGHTS OF BIC
7.1. If the Advertiser is in breach of any of the warranties set out in paragraph 6, BIC, without prejudice to its other rights, may take all or any of the following actions:
7.1.1. immediate, temporary or permanent withdrawal of the Advertiser’s right to use the Site;
7.1.2. immediate, temporary or permanent removal of the Advertisement;
7.1.3. legal action against the Advertiser including proceedings for
reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
7.1.4. disclosure of such information to law enforcement authorities or third party complainants as BIC reasonably feel is necessary or required;
7.1.5. disclosure of the Advertiser’s identity to any third party who is claiming that the Advertisement constitutes a violation of their Intellectual property rights, right to privacy or other legal rights.
7.2. Although BIC will use reasonable efforts to comply with the wishes of the Advertiser, BIC shall have the right at any time to reject, or remove any Advertisement for any reasonable reason. In addition, BIC may reposition or modify the size and/or format of an Advertisement to the extent reasonably required for the performance or the operation of the Site.
8. LIABILITY AND INDEMNITY
8.1. Due to the nature of the Internet, no warranty or guarantee is given of uninterrupted or error-free running or that the Site will be available at all times.
8.2. The Advertiser is responsible for checking and ensuring the correctness of the Advertisement. BIC therefore assumes no responsibility for an error in an Advertisement.
8.3. BIC’s entire liability arising out of or under the Agreement whether based in contract, tort, negligence or any other cause of action shall be limited to an amount equal to the Fee paid by the Advertiser in respect of the Advertisement to which the liability relates.
8.4. BIC shall not in any event be liable for any loss of profit, production, anticipated savings, goodwill or business opportunities or any type of indirect, economic or consequential loss even if that loss or damage was reasonably foreseeable.
8.5. Nothing in these Terms shall exclude or limit BIC’s liability for fraudulent misrepresentation or death or personal injury resulting from BIC’s negligence.
8.6. Without prejudice to any other right or remedy available to BIC, the Advertiser shall fully and promptly indemnify BIC against all damages, proceedings, claims, demands, liabilities, losses, charges, costs and expenses which BIC may suffer or incur in connection with the Advertisement, any breach by the Advertiser of paragraph 6 or the negligent or wrongful act or omission of the Advertiser or Advertiser’s employees, agents or sub-contractors.
9. CONFIDENTIALITY
9.1. Neither party (Recipient) shall make use of or disclose to any third party any information which in the course of the Agreement it receives from the other party and which the other party identified as confidential or proprietary or the nature of which is clearly confidential or proprietary. This obligation shall continue without limit in point of time save in respect of information which was known to Recipient prior to disclosure, which is in or which comes into the public domain through no fault of Recipient or which is disclosed to Recipient by a third party who received the information free from any obligation of confidentiality.
10. GENERAL
10.1. Save as set out in the Agreement, all conditions, warranties, representations or obligations whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
10.2. No failure or delay by BIC in exercising any right under the Agreement shall operate as a waiver thereof or extend to or affect any other or subsequent event or impair any rights or remedies consequent thereon or in any way modify or diminish the rights of BIC under the Agreement.
10.3. The Advertiser shall not assign or sub-contract or purport to assign or sub-contract the Agreement or any of its obligations under the Agreement without the prior written consent of BIC.
10.4. BIC may assign the whole or part of its rights and obligations under the Agreement to any other member of the group of companies of which BIC is a member.
10.5. If any term of the Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other term of the Agreement all of which shall remain in full force and effect.
10.6. The Agreement shall be governed by and construed in accordance with English law. In the event of any dispute arising in relation to the Agreement, the English courts will have exclusive jurisdiction over such dispute although BIC retains the right to bring proceedings against the Advertiser for breach of the Agreement in the Advertiser’s country of residence or other relevant country.
Last updated on December 08th, 2008
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