C G Advertising | Terms & Conditions

GENERAL

The party (“Client”), whose name and authorised signature appear on the Company Order Confirmation sheet accepts to the exclusion of all other terms and conditions, these Company standard terms and conditions as varied only by special terms appearing on such Order Confirmation or Email Confirmation. Agreements are made with, and payments are made to CG Advertising Ltd

1. DEFINITIONS

1.1 “Additional Charges” means Company’s rates from time to time for work undertaken on a time and materials or fixed price basis where such charges are for additional work resulting from any changes to the Advertising Services.

1.2 “Client’s Materials” means depending on the nature of the Advertising Services, all specifications, drawings, sketches, models, photographs, samples, scripts, tools, designs, technical information or data and other information written, oral or otherwise supplied by Client or on behalf of the Client.

1.3 “Advertising Services” means, the provision by the Company of those Services as specified in the Order Confirmation dependent on the type of media required.

1.4 “Advertisement Site(s)” mean site(s) where Posters are placed or commercial radio stations, or commercial television stations or Vehicles.

1.5 “Airtime Advertisement” means any promotion for broadcasting on a commercial licensed radio station

1.6 “Agent” means a Company acting for a principal (if any) specified in the Order Confirmation.

1.7 “Agreement” means this agreement.

1.8 “Campaign Start Date” means the forecast/estimated In-Charge commencement date referred to in the Order Confirmation.

1.9 “Charges” means the Price and all other charges specified in the Order Confirmation payable by Client.

1.10 “Client” means the person placing the order for Advertising Services.

1.11 “Effective Date” means the date of signing of the Order Confirmation.

1.12 “In-Charge” means the estimated date from which the advertisement will be displayed, or broadcast commences dependent on certain factors.

1.13 “Intellectual Property Rights” means any and all patents, trademarks and service marks, registered designs, design rights and copyright, moral rights, rights in data and databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names, get-ups, logos and trade dress (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

1.14 “Order Confirmation” means the order confirmation form attached to these terms and conditions this Agreement all of which form part of this Agreement.

1.15 “Posters” means the information and advertising posters intended for the Site(s);

1.16 “Posting Period” means the period mentioned in the Order Confirmation within which Company will post the advertisement or broadcast(s) prior to the In-Charge Date.

1.17 “Price” means the basic price for the Advertising Services as specified in the Order Confirmation.

1.18 “Term” means the term of this Agreement commencing from the Effective Date and ending on the last In-Charge date pursuant to the

Order Confirmation form.

1.19 “Vehicle” means a mobile Advertising Site onto which a Poster is displayed as detailed in the Order Confirmation.

1.20 “Working Day” means any day, Monday to Friday, 9.00 am to 5.30 pm, which is not a public holiday in England.

2. INTERPRETATION

2.1 2.2 2.3 The headings in this Agreement are for the convenience only and shall not affect its interpretation.

Any reference to any statute or statutory provision shall unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

In the event of conflict between terms stated in the Order Confirmation and these terms, the Order Confirmation terms shall apply. These terms shall apply in lieu of any standard Client terms and conditions.

3. PROVISION OF GOODS AND SERVICES

3.1 In consideration of the payment by Client of the Price and Charges, Company will supply Client with those Advertising Services specified in the Order Confirmation and in accordance with the Posting Period and subject to the terms and conditions of this Agreement.

3.2 Company has the right to substitute planned Advertising Sites for other sites of similar quality should a planned site become unavailable prior to the In-Charge Date for reasons beyond the reasonable control of the Company.

3.3 Company should be under no obligation to provide Client with photographs of Advertising Site(s) unless such requirement is stipulated in the Order Confirmation form and agreed by Company and if so, agreed by the Company, Additional Charges may be chargeable to Client.

4. CAMPAIGN ADVERTISEMENTS (ADDITIONAL TERMS)

4.1 For the purpose of this clause 4.1 ‘Material Deadline’ means if Client is providing its own material for an Out of Home or radio advertisement, at least 14 working days before the Campaign Start Date; or if Company is developing and producing material for an Advertisement, at least 14 working days before the Campaign Start Date.

4.2 To the extent that Company is responsible for the development, design and creation of Air Time Advertisements, Company and Client shall liaise in good faith to determine the concept and relevant details of each promotion prior to the Campaign Start Date and Client shall provide Company all Material necessary for Company to develop the Campaign Advertisement (in the format and style agreed with the Company in advance) by the Material Deadline or other agreed delivery date. Client acknowledges that any delay in providing the same will cause delay in the development and/or distribution of the Airtime Advertisements. Company shall not be liable for any delay caused by Client whatsoever.

4.3 Company shall consult with Client during the development process and submit the Campaign Advertisement material/copy to Client for final approval (such approval not to be unreasonably withheld or delayed) prior to broadcast or publication of the same.

4.4 Client shall communicate its approval of the Campaign Advertisement material/copy as soon as possible thereafter and in no more than 7 days. If Client fails to provide comments or approval within 7 days, such non-communication shall be deemed as acceptance. Delay in providing such approval may cause delay in the Campaign Start Date or such other agreed time for publication or broadcast of the Out of Home or Radio Airtime Advertisement.

4.5 Company will use reasonable efforts to comply with the wishes of Client and will supply the number of radio spots detailed in the Order Confirmation but Company cannot warrant that the time, date or the quality of the Advertisement will be exactly as requested by Client or as set out in the Order Confirmation due to the nature of radio broadcasts, however the actual number of radio spots will be supplied.

5. WHERE CLIENT IS REPRESENTED BY AGENCY

5.1 If Client is represented by an Agent, such Agent’s particulars must be stated on the Order Confirmation form. An Agent shall be regarded as a principal in this Agreement unless agreed otherwise and thus remains liable for payment of the Price.

5.2 If an Agent is being used, this must be stated at the beginning of any discussions on price. If it isn’t and subsequently they become part of the negotiations, we reserve the right to re-quote all campaign prices.

5.3 Where Client authorises an Agent to act on its behalf in respect of all matters relating to this Agreement, Client remains responsible for the Price unless otherwise agreed by Company.

6. TERM

Unless determined as provided for in clause 14, this Agreement shall come into force on the Effective Date and shall continue until the end of the Term.

7. ADVERTISING SERVICES

7.1 Advertising Services will at the time of delivery, correspond to the description in the Order Confirmation form, all other warranties, conditions, or terms relating to fitness for purpose, quality or condition of the Services, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

7.2 Company will arrange production of the requisite number of Posters upon the Client or Agent (as the case maybe) paying the Charges and promptly supplying Company with the necessary Client’s Materials.

7.3 Company shall not be responsible for any delays to the Campaign Start Date where such delay is caused by third parties or by Client itself. If a delay has occurred or is likely to occur, Company shall promptly advise Client of the fact of delay and its cause and any remedial work underway.

7.4 Company will remove fitted Posters from Vehicle/s within 3 months of the expiration of the Term.

7.5 Any Posters or other Client’s Material in Company’s possession at the end of the Term may be destroyed by Company unless Client has given notice in writing within 7 days of the end of the Term that such items are to be held for collection.

8. CHARGES

8.1 Client shall pay Company the Price for the Services specified in the Order Confirmation. Where Company fails to supply services, (all or some of the parts) a refund equivalent to the sum paid by the Client shall be provided which shall limit Company’s liability to Client.

8.2 All sums payable by Client shall unless otherwise stated on the Order Confirmation form, shall be due within fifteen (15) business days of receipt by Client of Company’s invoice for the same, unless otherwise agreed with Company.

8.3 If Company is providing artwork, the production cost is based on the number of designs per advertising format stated on the Order Confirmation form. Client will be charged the appropriate production costs for any additional designs. If there is less than fourteen (14) business days between the signing of the Order Confirmation and the In-Charge date, there will be insufficient time to provide a production proof for Client’s sign off. As a result, artwork received will go straight to print and thus Company cannot be held responsible for any errors. Client has responsibility to ensure all artwork is correct before sending it to Company and sent within the required timescale to ensure Order Confirmation can run as stated.

8.4 If any sum due to Company remains unpaid after the date on which it is payable pursuant to clause 8.2 above, Company shall at its sole discretion be entitled either to:

8.4.1 terminate this Agreement; and/or

8.4.2 retain ownership of the Posters; and/or

8.4.3 suspend or terminate the provision of Goods and Services; and/or

8.4.4 charge interest on any outstanding sums at a rate of 3% per annum above base lending rate from time to time of LLOYDS BANK PLC or its successor in title, accruing on a daily basis until payment is made, whether before or after any judgment and reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8.5 The Company uses experienced media personnel in its business and will respond to any request from a potential client (“Enquirer”) to produce a written proposal for Advertising Services (“Proposal”) however any unauthorised use of the Proposal i.e. the Proposal is used with another media agency or owner and not with the Company shall cause the Enquirer to be charged for any usage of the Proposal which shall be quantified as the total price quoted within the Proposal. No charge shall be made after the first anniversary date of the proposal.

9. CANCELLATION

9.1 Client may terminate this Agreement by written notice to Company subject to the following cancellation payment rates which are based on the Price and the time when notice is given prior to the In-Charge date:

i) 15% if less than 90 days but more than 75 days

ii) 30% if less than 75 days but more than 60 days

iii) 40% if less than 60 days but more than 45 days

iv) 70% if less than 45 days but more than 30 days

v) 100% if less than 30 days’ notice is given

10. CLIENT’S WARRANTIES

10.1 Client warrants and undertakes that:

10.1.1 Client’s Materials comply with all statutory and other legal requirements and provisions of the British Code of Advertising, Sales Promotion and Direct Marketing.

10.1.2 Client’s Material will not infringe the copyright or other rights of or be defamatory of any third party and,

10.1.3 Client will keep Company indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from any breach of the above warranties or in any manner whatsoever in connection with the provision of Client’s Material to Company for the purposes of Company complying with its obligations under this Agreement.

10.2 Company shall have the right to refuse to display or continue to display any advertisement if it breaches any advertising code and / or law:

10.2.1 Which is in breach of any of Client’s warranties and undertakings detailed above, or

10.2.2 Where doing so would facilitate a breach by either party of any term or this Agreement; or

10.2.3 Which differs materially from the Advertisement specified in the Order Confirmation unless the alteration leading to such material difference was carried out with the prior consent of Company (which consent shall not be unreasonably withheld).

11. FORCE MAJEURE

Neither party to this Agreement shall be under any liability to the other in respect of any failure to carry out or delay in carrying out any of its obligations hereunder attributable to any cause of whatever nature outside its reasonable control.

12. LIMITATION OF LIABILITY

12.1 The clauses below shall not be deemed to constitute or imply any warranty by Company that the Services will always operate or perform satisfactorily without malfunction.

12.2 Without prejudice to clause 12.1, in no event shall Company be liable to Client for loss of revenue, loss of anticipated savings, loss of profits, loss of data, damages loss of goodwill, loss of reputation or for any type of indirect, economic, or consequential loss whatsoever or howsoever caused.

12.3 Company shall not be liable for the maintenance and repair of fitted Posters on Vehicles where the owner of the relevant Vehicle has failed to inform Company that Poster/s fitted to a Vehicle in need of maintenance or replacement; and Company has not had a reasonable opportunity thereafter to carry out that maintenance or replacement.

13. CONFIDENTIALITY

13.1 Any party shall not use, copy, adapt, alter disclose or part with possession of any information or data of other party which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature (“Confidential Information”) without the prior written consent of other party except as strictly necessary to perform its obligations or exercise rights under this Agreement.

13.2 Any party undertakes not to disclose any Confidential Information of the disclosing party to any third party other than employees, professional advisors and approved sub-contractors on a “need to know” basis only and to whom disclosure is necessary for the proper performance of their duties under this Agreement.

13.3 Any party shall ensure that its employees, agents and sub-contractors comply with the provisions of this Clause and are bound by terms and conditions of use and non-disclosure at least as onerous as those contained in this Clause.

13.4 On termination of this Agreement, any party shall return or destroy at the request of other party all Confidential Information of other party.

14. TERMINATION

14.1 In the event that Client commits a material breach of any of its obligations under this Agreement (and, where such breach is capable or remedy, has not remedied the same within 7 days of receipt of a notice from Company requiring that the same be remedied) then Company may by notice to Client terminate this Agreement; such termination to take effect immediately upon the receipt by Client in default of such notice. A material breach constitutes failure to meet any obligations as set out in the Order Confirmation.

14.2 Where Company exercises a right of termination pursuant to clause 14.1 above, it shall be entitled to retain the whole of the Charge paid by Client in respect of the Services. Where Company commits a material breach of this Agreement, client shall be entitled to a return of the Price paid.

14.3 This Agreement may be terminated by Company where Client:

14.3.1 Goes into compulsory or members voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose (save for the purposes of amalgamation or reconstruction where the amalgamated or reconstructed company agrees to adhere to this Agreement); or14.3.2 Has an administrative receiver or receiver appointed over all of any part of its assets or undertaking or

14.3.3 Is the subject of any judgement or order made against it which is not complied with within three (3) Working Days or is the subject of any execution, distress, sequestration, or other process levied upon or enforced against any of its assets or

14.3.4 Has any action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself; or

14.3.5 Has proposed in respect of it a company voluntary arrangement pursuant to the Insolvency Act 1986 as amended from time to time; or

14.3.6 Ceases or threatens to cease to carry on business; or

14.3.7 Gives Company reasonable ground for believing that it is unable to meet its debts as they fall due within the meaning of s.123 of the Insolvency Act 1986 as amended.

14.4 This Agreement may be terminated by Company where any event or circumstance similar, equivalent or analogous to any of the events described in Clause 14.3 occurs in relation to Client in any jurisdiction to which Client is subject.

15. CONSEQUENCES OF TERMINATION

Without prejudice to Clause 14, a party in default shall pay the other any sums contractually due. Any termination of this Agreement shall not operate to affect any accrued rights or liabilities to either Party.

16. INTELLECUTAL PROPERTY

16.1 Intellectual Property owned by a party at the commencement of this Agreement shall remain vested in that party regardless of this Agreement. Company confirms that neither it nor its employees shall use any right (including any moral right), title or interest in any of Client’s Intellectual Property Rights.

16.2 Client shall indemnify and hold Company harmless from and against and defend any claim by a third party that the Client’s Materials infringe that third party’s Intellectual Property Rights. Company shall immediately notify Client if it becomes aware of such a claim and provide such assistance to Client as it may require in the defence or settlement of such claim at Client’s expense.

17. GENERAL

17.1 Client shall not assign novate, dispose of, sub-licence, sub-contract or otherwise transfer this Agreement nor any or all their rights and obligations hereunder to any third party without the prior written consent of Company.

17.2 Should any provision of this Agreement be held by any court or other competent authority to be void or unenforceable (in whole or part), the other provisions of this Agreement and the remainder of the affected provisions shall continue to be valid.

17.3 An entity which is not expressly a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from this agreement.

17.4 The failure of Company to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

17.5 Client warrants that the signatory or signatories hereto are duly authorised and empowered to execute this Agreement on its behalf and so as to bind it to the terms hereof.

17.6 This Agreement shall be governed by and construed in all respects in accordance with the laws of England, and the English courts shall have exclusive jurisdiction in all matters relating to this Agreement.