ADVERTISING TERMS & CONDITIONS
These terms and conditions (the “Conditions”) shall apply to all orders made with the Company (as defined below) for the Sites of Advertisements supplied by or on behalf of the Advertiser, unless otherwise specifically agreed in writing by the Company. Any conditions stipulated on an order form or elsewhere by the Advertiser shall be void in so far as they are inconsistent with these Conditions.
DEFINITIONS IN THESE CONDITIONS
“Advertisement” means marketing messages to be placed on Sites
“Advertiser” means the person placing with the Company the order for insertion of the Advertisement, which expression shall include any advertising agency or independent media buyer involved in placing the Advertisement;
“Billed by Actuals” means billing by Company based on the number of impressions delivered;
“Company” means Collective Europe Ltd;
“Advertising Materials” means all material provided by or on behalf of an Advertiser such as artwork, copy or active URLs with the intention of that material appearing in an Advertisement;
“Sites” means websites on which Company has a contractual right to serve Ads;
“OA” means the Order Acknowledgement form issued by the Company, or other written confirmation of an Advertiser’s order for the placing of an Advertisement;
“Rate Card” means the Company’s current scale of charges for Advertisements in effect for the time being.
PLACING OF ADVERTISEMENTS
All orders for the placing of an Advertisement are subject to these Conditions, and the contract between the Advertiser and the Company comes into existence when the Company accepts the Advertiser’s order by the issuing of an OA. The Advertiser contracts with the Company as a principal notwithstanding that the Advertiser may be acting directly or indirectly for another party as an advertising agent or media buyer or in some other representative capacity. Any other terms or conditions which the Advertiser may seek to impose are expressly excluded.
These Conditions shall apply to each OA for the insertion of an Advertisement on Sites.
It is the responsibility of the Advertiser to issue at the time of booking, an order specifying all Advertisement requirements, the order number, Sites, insertion date, size/description, rate, agency commission, address, telephone and fax numbers and agency/Advertiser contact name. Where orders are placed by an advertising agent, these are accepted only on the condition that a full disclosure has been made to the Company as to the identity of the client on whose behalf the space has been booked.
Advertising Materials must conform to the requirements (including the manner of transmission, and technical specifications) which are set out at http://www.collectiveuk.com/specs unless the Company notifies the Advertiser of other specific requirements for an order, which will be as set out in the OA. All Advertising Materials must be received by the Company within the timelines set out at http://www.collectiveuk.com/specs.
The Company will not be required to publish any Advertisement that has not been received in compliance with the requirements set out in Conditions 2.4 above and any additional work incurred by the Company to enable compliance will be charged for.
The Advertiser acknowledges that the Company does not undertake a review of any Advertisement, and to the extent that it does review any Advertisement this does not constitute any acceptance by the Company of any liability, or waiver of any of its rights under the warranties given in Condition 3 below.
The Company will not give exclusivity to any Advertiser.
The Advertiser warrants that:
The Advertising Materials submitted to the Company and/or the reproduction and/or Sites of the Advertisement by the Company as submitted or as amended shall:
not breach any contract or infringe or violate any intellectual property rights including without limitation Advertising Materials right, trademark (whether registered or not) or any other personal or proprietary right of any person or render the Company liable to any proceedings whatsoever;
at all times comply with the British Code of Advertising, Sales Promotion and Direct Marketing including but not limited to ensuring that such material is legal, decent, honest, truthful, accurate, complete and true and complies with all other relevant codes under the general supervision of the Advertising Standards Authority;
at all times comply with the requirements of all relevant legislation (including subordinate legislation, rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom;
shall not be, defamatory, obscene, offensive, abusive, threatening, menacing, harassing, indecent or in breach of confidence, copyright, privacy or any other rights; and
where such Advertising Materials is submitted electronically, be free of all software viruses or software routines which may or are designed to permit unauthorised access or harm to software, hardware or data.
In respect of any Advertisement submitted for Sites which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any Advertising Materials by which any living person is or can be identified the Advertiser has obtained the authority of such living person to make such use of such name, representation and/or Advertising Materials as made in the said Advertisement.
In relation to any Advertisement relating to financial products, the Advertiser is, or its contents have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or it must be approved by a Financial Conduct Authority (“FCA”) authorised person as complying with the FCA’s rules.
At all times shall comply with the Trade Descriptions Act of 1968 and Consumer Protection from Unfair Trading Regulations 2008 (including any modifications), consumer protection legislation and any other relevant legislation.
Where the Advertiser is an advertising agency it is authorised by its client to place the Advertisement with the Company.
The Advertiser will indemnify the Company against:
any costs, damages or other charges falling upon the Company as a result of any claim against the Company arising from the Sites of an Advertisement in accordance with these Conditions;
any claim made by any client of an Advertiser who is an advertising agency arising from the publication of an Advertisement placed by such an advertising agency; and/or
all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Conditions or implied by law.
The Advertiser shall ensure insurance policies that it maintains adequate liability insurance coverage of a minimum of £5,000,000, and shall supply a copy of the policy to the Company on request.
The Company may, without derogation from the warranties contained in Condition 3, refuse or require to be amended any Advertising Materials for or relating to an Advertisement so as:
to comply with the legal and moral obligations placed on the Company or Advertiser; or
to avoid infringing a third party’s rights, the British Code of Advertising Sales Promotion and Direct Marketing and all other codes under the general supervision of the Advertising Standards Authority; or
to comply with the production and quality specifications stipulated or referred to in Condition 2.
The Company has the right at its discretion to decline to publish, or to omit, suspend or change the position of, any Advertisement otherwise accepted for insertion. However the Company will use reasonable efforts to comply with the wishes of the Advertiser although it does not warrant the date of insertion.
The Company has the right to change its scale of advertisement rates at any time.
The Company reserves the right to charge in full for any work undertaken internally, or commissioned to a third party, to cover any costs or losses incurred by it which are caused by cancellations of Advertisements
Ad Placement, Positioning and Delivery
The Advertiser agrees that the Company’s delivery obligations specified in the OA will not bind the Company if Advertising Materials is not provided by the Advertiser on time and according to specification. In these circumstances a campaign may commence late, and the period for delivery set out in the OA will be extended accordingly unless otherwise agreed by the Company.
The Advertiser agrees that whilst the Company will use reasonable endeavours to deliver the Advertisement evenly over the period agreed in the OA, the Company may discontinue the display of advertisements prior to the end of the campaign period specified in the OA if the Company’s delivery obligation has been fulfilled.
The Advertiser may deliver Advertisements through a third-party ad serving system. Where the Advertiser uses a third party server to serve Advertisements to the Company’s Sites the Company will have no liability and the Advertiser will hold only that third party server (and not the Company) liable for the failure to publish any Advertisement or fulfil delivery as provided in the OA or any other loss of any kind suffered by the Advertiser where those failures or losses are due to or arise out of or in connection with any act or omission of the third party server; and the Company reserves the right to terminate at the Company’s sole discretion the right of the third party ad server to serve the Advertiser’s Advertisements to the Company’s websites.
The Advertiser is solely responsible for any third-party ad serving costs.
The Advertiser will provide the Company with automated access to relevant and non-proprietary statistics from the third-party ad server within one (1) day after campaign launch.
Unless otherwise agreed, the Company’s ad server figures will be used to measure the delivery quantities specified in the OA.
The Advertiser represents and warrants that it shall only drop or use a cookie or any other tracking device, beacon, floodlight or other technological device or similar technology (each, a “Cookie”) on the device of any user to whom such Advertisement is served, provided that: (a) the Advertiser complies with all applicable laws and regulations and all user preferences of which it is aware or should be aware, and shall not cause the Company to be in breach of any applicable laws, regulations and preferences; (b) the Cookie is dropped or used only for the purposes of displaying advertising or analysing impressions, campaign performances and click-through rates, and not for any other purposes (including targeting or retargeting users); and (c) the Advertiser will not disclose the data collected through any such Cookie to any third parties, or combine it with any information collected from other sources (including for the purpose of building user profiles).
If the Advertisement weights are excessive due to complexity, there may be an additional charge.
CANCELLATION AND MODIFICATION
If the Company considers it necessary to modify the space or alter the date or position of any Advertisement or to make any other alteration, the Advertiser shall have the right to cancel if the alterations requested are unacceptable unless such changes are due to any emergency or circumstances beyond the Company’s control. Every care is taken to avoid mistakes but the Company cannot accept liability for any errors due to a third party, subcontractors or inaccurate Advertising Materials instructions.
The Company reserves the right to refuse an order, its cancellation or transfer unless any such request is received in writing 14 days prior to the date they are due to go live for Advertisements in Digital Products. The Company reserves the right to charge the full rate agreed for insertion for the cancellation of any Advertisement placed by the Advertiser which does not comply with these requirements. Any bookings made within the cancellation periods set out in this Condition 6.2 cannot subsequently be cancelled.
Credit accounts must be settled in accordance with the terms shown on the OA and invoice, which are strictly net i.e. not subject to an early settlement discount (the “Payment Date”). If payment is not received by the Payment Date the Company reserves the right to make a surcharge at the rate of 3% per month above the base rate of National Westminster Plc in the United Kingdom for the period for which the payment is overdue. Further and in addition should any monies become outstanding (the “Balance”) then all invoices raised whether at the Payment Date or subsequently by the Company in respect of all accounts held by the Advertiser (the “Entire Sums”) shall immediately become due and payable to the Company without formal demand. Any indulgence or delay on the part of the Company to claim payment of the Balance of the Entire Sums shall not be construed as a waiver on the part of the Company. The Company reserves the right to impose a surcharge at the rate of 3% per month on the Entire Sums commencing with the Payment Date.
Advertisement rates are subject to revision at any time and orders are accepted on condition that the price binds the Company only in respect of the respective OA.
Advertising agencies not recognised by the Company and Advertisers placing business direct and who do not have a trading history with the Company must ensure that the account is pre-paid two weeks prior to the date by which Advertising Materials is to be received as stated in Conditions 2.5.and 2.6 above for each Advertisement.
The Company may be prepared to provide account facilities to an advertising agency not recognised by the Company or a direct Advertiser once the Advertiser has pre-paid and demonstrated to Company’s satisfaction a good payment record. Any credit will only be granted after obtaining a satisfactory credit reference agency clearance and individuals hereby consent to the Company making appropriate searches.
Advertising agencies recognised by the Professional Company’s Association may be allowed by the Company up to 15% commission on quoted rates as appropriate provided payment is made by the due date and all other requirements are strictly complied with.
The Company will not accept the lack of an order number as a valid reason for non-payment.
The Company and the Advertiser agree that where campaigns are booked to run for more than one calendar month, the Company shall be entitled to raise interim invoices on a monthly basis through the campaign period. The value of such interim invoices shall be calculated based on delivery by the Company against the targeted impressions set out in the OA.
LIMITATION OF LIABILITY
It is the responsibility of the Advertiser to check the correctness of the Advertisement
Whilst the Company will use reasonable care and skill in the publishing of an Advertisement, the Company shall only be liable for its failure to publish the Advertisement in the manner provided for in the OA as follows, and this shall be the limit of its liability to the Advertiser: (i) to publish the Advertisement (or a replacement supplied by the Advertiser) as soon as reasonably possible, or at the Company’s discretion (ii) to refund (or where appropriate credit) such amounts as relate to Advertisements for which impressions were not provided.
The Company will not under any circumstances, except in respect of personal injury or death caused by the negligence of the Company, be liable to the Advertiser by reason of any representation or implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions for (i) any damage to or loss of property or equipment, economic loss or damage, damage to or loss of data, profits, or business revenue, anticipated savings, business, goodwill and/or the incurring of liability or loss or damage of any nature whatsoever suffered by Advertisers or third parties (including in each case incidental and/or punitive damages); or (ii) any indirect, special or consequential loss or damage (even if the Company is advised in advance of the possibility of any such losses and/or damages).
Any other matter or complaint, claim or query whether in relation to the Advertisement or an invoice must be raised by the Advertiser in writing within 7 days following the date the Advertisement first appears. Any such complaint, claim or query shall not affect the liability of the Advertiser for payment by the due time of the Company’s charges for that and all other Advertisements, and the Company’s liability is limited as set out in Condition 9.2 above.
There is no obligation on the Company to supply campaign statistics or screen grabs and their absence shall not affect the Advertiser’s liability for the agreed charge.
The Company will not be liable for any loss of Advertising Materials, artwork, photographs, banner advertisements, interstitials or microsites, images, sound files and animations or other materials, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose.
Should the Company omit or suspend an Advertisement on the grounds that the Advertiser has failed to disclose the identity of his client or the products/services on offer, no claim on the part of the Advertiser for damages or breach of contract will arise.
No waiver or indulgence by the Company shall be effective save in relation to the matter in which it is specifically given.
The Company and the Advertiser warrant that they will duly observe all their obligations under Regulation 2016/679 (the “GDPR”) and any laws implementing it (as applicable) which may arise in connection with this Agreement.
The Company and the Advertiser warrant that they will duly observe all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010.
If any provision of the Conditions is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable the Company has the right to amend that provision in such reasonable manner as to achieve the intention of the parties or at the discretion of the Company, it may be severed from the Agreement between the Company and the Advertiser and in any event the remaining provisions of these Conditions shall remain in full force and effect unless the Company at the Company’s discretion decides that the effect of such declaration will defeat the original intention of the parties in which event the Company shall be entitled to terminate the Agreement between the Company and the Advertiser by 10 days’ notice to the Advertiser.
The Agreement which incorporates these Conditions shall be construed under and governed by the law of England and the parties submit to the exclusive jurisdiction of the English Courts.
If the Advertiser requires specific exclusion of the Advertisement from certain content or has a keyword exclusion list, these requirements must be raised at the time of booking the campaign and agreed by the Company. The Company shall, at its discretion, use 3rd party brand safety blocking tools to prevent misplacement of the Advertisement. In the event of misplacement, the Advertisement will be paused at the request of the Advertiser. The Company will endeavour to respond to all take down requests within 24 hours during business hours (9.30am-5.30pm weekdays).