The terms Advertisement, Advertiser, Fee, Start Date, Website, have the meanings set out in the Order.
1. Terms of Payment
Payment in full shall be made to Penrith BID in advance of the Start Date, unless agreed otherwise between the parties in writing. Penrith BID reserve the right to cancel or postpone the Advertisement if the Fee is not paid in full on or before the Start Date or on any date agreed between the parties. All payments to Penrith BID shall be made in Sterling and shall be exclusive of Value Added Tax which shall be payable by Advertiser In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all expenses (including legal fees) incurred by Penrith BID in collecting such amounts.
2. Placement, Licence and Impressions
Advertiser hereby grants a worldwide, non-exclusive, fully paid licence to reproduce and display the advertisement (including all text, content, trademarks and branding) in accordance with this Order and the terms and conditions Except as set out in the Order, positioning of the Advertisement within the Website is at the sole discretion of Penrith BID and Advertiser acknowledges that Penrith BID has not made any guarantees with respect to usage statistics or levels of impressions for the Advertisement. If it is agreed between the parties, Penrith BID may provide Advertiser with estimated usage statistics. Penrith BID makes no representations or warranties with respect to such usage statistics and shall not be held liable for any claims in respect thereof.
3. Renewal
Except as expressly set forth in the Order, any renewal of the Order and acceptance of any additional advertising order shall be at Penrith BID’s sole discretion. Pricing for any renewal period will be at Penrith BID’s then current rates which are subject to change by Penrith BID from time to time.
4. No Assignment or Resale of Advertising Space
Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to Penrith BID.
5. Limitation of Liability
5.1 In the event that Penrith BID fails to publish the Advertisement in accordance with the terms of the Order (or in the event of any other failure, technical or otherwise, of such Advertisement to appear as provided in the Order), Advertiser’s sole remedy and Penrith BID’s entire liability to Advertiser shall be limited at Penrith BID’s option to either a refund of the Fee or relevant part thereof, or placement of the Advertisement at a later time in a comparable position.
5.2 In no event shall Penrith BID be responsible for any consequential or special damages or loss of profits arising from any failure to publish the Advertisement in accordance with the Order. Penrith BID does not limit or exclude or limit liability for death or personal injury caused by its own negligence.
5.3 Without limiting the foregoing, Penrith BID shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Penrith BID affecting production or delivery in any manner.
5.4 Each of the provisions of Clause 5 shall be construed separately and independently of the other and if any provision of Clause 5 shall be found by any court or administrative body to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of Clause 5 which shall remain in full force and effect.
6. Warranties and Indemnity
6.1 Advertiser warrants and represents to Penrith BID that:
6.1.1 it has the right to publish the contents of the Advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights;
6.1.2 it has complied with the codes of practice issued by the Advertising Standards Authority in respect of electronic and on-line advertising and all other relevant industry codes of practice including without limitation good data protection/privacy practice in accordance with the Data Protection Act 1998; and
6.1.3 the advertisement does not constitute an investment advertisement within the meaning of the Financial Services Act 1986.
6.2 Advertiser agrees to indemnify Penrith BID forthwith on demand and hold Penrith BID harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by Penrith BID in connection with any claims, actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the Advertisement and/or any material of Advertiser to which users can link through the Advertisement.
7. Provision of Advertising Materials
Advertiser will provide all materials for the Advertisement (including GIF files), in accordance with the Order and Penrith BID policies in effect from time to time, including (without limitation) the manner and time of transmission to Penrith BID and such technical specifications as Penrith BID may from time to time require. Penrith BID shall not be required to publish any advertisement that is not received in accordance with such policies. Advertiser warrants that all such Materials shall be free from viruses and indemnifies Penrith BID against any expense, damage or loss arising from a breach of this Warranty.
7.1 The Advertiser must notify Penrith BID by telephone and submit in writing for Penrith BID approval any contact detail changes to advertisements already approved and published. It is the Advertisers responsibility to make sure that Penrith BID receives this information.
8. Right to Reject Advertisement
8.1 All contents of advertisements are subject to Penrith BID acceptance. Penrith BID does not undertake to review the contents of any advertisements and any such review of and acceptance by Penrith BID shall not be deemed to constitute a confirmation by Penrith BID that such advertisement is provided in accordance with the terms of the Agreement nor shall it constitute a waiver of Penrith BID rights hereunder. Penrith BID reserves the right at any time, at its sole discretion, to:
8.1.1 reject or cancel the Advertisement, order, space reservation or position commitment; or
8.1.2 remove the Advertisement from the Website.
8.2 In addition, Penrith BID shall have the absolute right without assigning any reason to reject any URL link embodied within the Advertisement.
9. Cancellations
Except as otherwise specified in the Order, the Order is non-cancellable by Advertiser.
10. Construction
No conditions other than those set forth in the Order or these Standard Terms shall be binding on Penrith BID unless expressly agreed to in writing by Penrith BID. In the event of any inconsistency between the Order and these Standard Terms, the Order shall prevail.
11. Miscellaneous
These Standard Terms, together with the Order:
11.1 shall be governed by and construed in accordance with, the laws of England and Wales and Advertiser submits to the non-exclusive jurisdiction of the English Courts;
11.2 may be amended only by a written agreement executed by an authorized representative of each party; and
11.3 constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
11.4 Notwithstanding any other provision above a person who is not party to these terms and conditions has and does not accrue any rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these terms and conditions, but this does not affect any right or remedy of a third party which exists or is available apart from this Act