Please read these Conditions carefully as they govern the provision of Services by the Publisher to you. The Publisher may modify these Conditions from time to time and you should therefore ensure that you review these Conditions regularly.

  1. DEFINITIONS AND INTERPRETATION

    1.1 In these Conditions, unless the context otherwise requires, the following terms have the following meanings:

    “Advertiser” means the person, firm or company who is the advertiser of a product or service promoted in a Banner and any advertising agency acting as agent on behalf of such a person, firm or company;

    “Agreement” means any agreement for the provision of Services setting out details of the Advertiser and the Campaign and incorporating these Conditions.

     

    “Cat Planet Website” means the website located at www.catplanet.co.uk;

    “Banner” means a banner advertisement, skyscraper advertisement and/or a roadblock advertisement (meaning a banner advertisement and a skyscraper advertisement) agreed by the Publisher and Advertiser and specified on the Application Form;

    “Banner Package” means the banner package, skyscraper package or roadblock package offered by the Publisher;

    “Campaign” means an advertising campaign in which the Banners are displayed on the Cat Planet Website when the Criteria are met,

    “Charges” means the charges to be paid by the Advertiser for the Services as set out in the Application Form;

    “Conditions” means the Banner Advertising Terms & Conditions as set out in this document;

    “Creative” means any creative to be applied to a Banner Package, being traditional, Adperfect or such other creative as may be offered by the Publisher from time to time;

    “Criteria” means the targeting information set out in the Application Form which, when met, require the Banner to be displayed on the Cat Planet Website;

    “Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (including any application for registration), including without limitation all copyright, trade marks, patents, design rights and database rights;

    “Materials” means any copy, artwork, text, data, photographs, slides, video clips and/or other materials;

    “Publisher” means Cat Planet

    “Services” means the services to be provided pursuant to the Agreement including the design of a Banner(s) and the posting of the Banner(s) to the Cat Planet Website when the Criteria in each instance are met.

    1.2 In these Conditions, unless the context otherwise requires: words importing any gender include every gender; words importing the singular include the plural and vice versa; references to the numbered clauses are references to the relevant clause in these Conditions; and the headings to the clauses will not affect its interpretation.

    1.3 In the case of any conflict or ambiguity between any provision contained in these Conditions and any provision contained in an Agreement, the provision in the Agreement shall take precedence.

    1.4 The Publisher shall be entitled to modify these Conditions from time to time and any such modifications shall be effective immediately from the time they are notified to the Advertiser. Display of the modified Conditions on the Cat Planet Website shall be deemed to be notice to the Advertiser. The Advertiser agrees to review the Conditions regularly to ensure they are aware of any modifications.

  2. BANNER AGREEMENT

    2.1 These Conditions shall govern the Agreement to the exclusion of any other terms and conditions (including any terms or conditions which the Advertiser purports to apply under any purchase order, confirmation of order, specification or other document and any terms and conditions relating to the Services previously provided by the Publisher), unless expressly stipulated otherwise by the Publisher in writing.

    2.2 Each order or acceptance of a quotation for Services shall be deemed to be an offer by the Advertiser to purchase Services subject to these Conditions. No order placed by the Advertiser shall be deemed to be accepted by the Publisher until the Publisher commences provision of the Services.

    2.3 The Advertiser shall ensure that the terms of its order and that the details set out on the Agreement are complete and accurate.

  3. SERVICES

    3.1 In consideration of payment of the Charges by the Advertiser in accordance with clause 6, the Publisher will provide the Services to the Advertiser.

    3.2 Any changes to the Services requested by the Advertiser after the Agreement will be at the Publisher’s sole discretion and may be subject to the payment of additional charges.

    3.3 Details of the Services including, without limitation, details of the different Banner Packages and the Creatives available, may be set out by the Publisher from time to time on the Cat Planet Website and/or as otherwise provided by the Publisher to the Advertiser and references to those Banner Packages and/or Creatives shall be read accordingly. Provisions in these Conditions relating to a particular Creative will only apply where that Creative is to be provided by the Publisher as identified in the Agreement.

    3.4 All Banner Packages are allocated on a first come, first served basis and the Publisher gives no guarantee that a particular Banner Package will be available to the Advertiser even after both parties have signed the Agreement. Where the Publisher is unable to provide the Banner Package requested by the Advertiser and/or otherwise stipulated on the Agreement, the Publisher will offer the Advertiser an alternative Banner Package. If the Advertiser does not wish to take the alternative Banner Package, it shall be entitled to cancel the Agreement immediately prior to commencement of the Services and the Publisher shall refund to the Advertiser any Charges already paid. For the avoidance of doubt, the Advertiser shall not be entitled to cancel the Agreement after commencement of the Services except in accordance with clause 7 below.

    3.5 The Publisher gives no guarantee to the Advertiser that the Banner Packages offered will guarantee that a physical number of impressions will be delivered.

  4. BANNERS

    4.1 The Advertiser warrants that:

    4.1.1 all Materials and/or Banners that the Advertiser supplies to the Publisher shall be legal, non-infringing, decent, honest and truthful and shall comply with the British Code of Advertising Standards Authority and with all other relevant codes and requirements of current UK legislation;

    4.1.2 it contracts with the Publisher as a principal (notwithstanding that the Advertiser may be acting as an advertising agent or in some other representative capacity) and the Advertiser has the legal right to offer for sale any product or service advertised by it in a Banner);

    4.1.3 where the Advertiser is an advertising agency or other representative, it is authorised to enter into this Agreement;

    4.1.4 the reproduction and/or publication by the Publisher of the Banner (including but not limited to any photographs contained in the Banner) and/or of any Materials supplied by the Advertiser within the Banner and/or the use by the Publisher of the Advertiser’s logo and trade marks in the Banner will not breach any contract; infringe any third party Intellectual Property Rights or other rights; render the Publisher liable to any proceedings whatsoever; and/or harm or detriment the reputation of the Publisher and/or of any other companies within Cat Planet.

    4.1.5 in respect of any Banner submitted for publication by the Advertiser, which contains any copy and/or photographs by which any living person is or can be identified, the Advertiser has obtained the necessary authority of such living person for the Publisher to make use of such copy under this Agreement and has complied in all respects with the Data Protection Act 1998 (as amended from time to time).

    4.2 The Publisher maintains an impartial editorial policy. Advertisers and/or agents are never guaranteed an editorial mention in exchange for entering into an Agreement, or becoming a sponsor of any website operated and/or owned by Cat Planet.

    4.3 The Publisher may refuse, edit and/or require to be amended any copy, artwork and/or materials set out in a Banner and reserves the right to make any alteration it considers necessary or desirable to the Banners and to require illustrations, artwork or copy to be amended to meet its approval for any reason.

    4.4 The Publisher may at any time remove any or all of the Banners and /or other of the Advertiser’s materials from the Cat Planet Website, which in the Publisher’s opinion are unlawful or have been placed on the Cat Planet Website in breach of this Agreement or in the event of non-payment or any other breach of the Agreement.

    4.5 The Advertiser agrees that all questions and complaints relating to a Banner and/or the Advertiser are the sole and exclusive responsibility of the Advertiser. The Advertiser agrees to indemnify the Publisher in respect of all costs, damages or other charges falling upon the Publisher as the result of any complaints, legal actions or threatened legal actions arising from the publication of any Banners, or any part of a Banner.

    4.6 The Advertiser shall be solely responsible for checking the accuracy of any Banner for errors and for amending copy.

    4.7 The Advertiser shall report to the Publisher any suspected faults to the Service as soon as the suspected faults come to the Advertiser’s attention.

    4.8 The Advertiser shall not provide files that contain a virus or corrupted data.

  5. INTELLECTUAL PROPERTY RIGHTS

    5.1 The Advertiser acknowledges and agrees that all Intellectual Property Rights in any Banner and/or in any Materials which the Publisher or its employees, contractors, agents and/or associated companies have created and/or in any way altered during performance of the Services shall vest in the Publisher or its licensors (as appropriate). To the extent that any such Intellectual Property Rights are not automatically vested in the Publisher, the Advertiser hereby assigns to the Publisher all such rights.

    5.2 In respect of any Banners and/or Materials (except those referred to in clause 5.1 above) which the Advertiser supplies to the Publisher, its employees, contractors, agents and/or associated companies whether by means of email or other software communication tools or by any other way or means howsoever arising, the Advertiser grants the Publisher or procures the grant for the Publisher of a non-exclusive, irrevocable, perpetual and royalty free licence to use such Materials and/or Banners supplied for any purpose.

    5.3 The Advertiser acknowledges and agrees that nothing in the Agreement confers on the Advertiser any licence or right to use any trade marks, names or logos of the Publisher or its licensors except as expressly set out in the Agreement and that all Intellectual Property rights in such trade marks, names and logos (including without limitation the trade mark “Cat Planet”) and in the Cat Planet Website together with all goodwill arising out of or in connection with these, belong to the Publisher and/or its licensors (as appropriate).

    5.4 The Advertiser warrants that it has all necessary rights, licences and consents to incorporate or to procure the incorporation by the Publisher onto the Cat Planet Website of any Materials and/or Banner provided by the Advertiser to the Publisher and/or otherwise for inclusion on the Cat Planet Website.

    5.5 The Publisher has no liability or responsibility of any kind for the accuracy or content of any information or any other aspect of any third party websites and the inclusion of hypertext links to such websites does not imply any endorsement of the material contained on such websites or of the owners. Hypertext links to the Cat Planet Website on non-consumer facing sites only may be made without the need for the Publisher’s written consent, provided there is no express or implied endorsement or sponsorship of the Advertiser, its commercial entity or any other website by the Publisher. The Publisher may at any time and for any reason require the Advertiser to remove any hypertext links to the Cat Planet Website from any website controlled by the Advertiser.

    5.6 The Publisher is hereby permitted to reproduce and publish (or to permit the same) all or any part of any Banner (including without limitation the reproduction and publication of copy, artwork and photographs and other materials) and to include them on the Cat Planet Website and/or on any other third party websites as determined by the Publisher. Except in respect of Banners provided by the Advertiser to the Publisher in completed form and which are not in any way altered by the Publisher, no part of any Banner may be used in any other publication, electronic or otherwise, without the prior written consent of the Publisher.

  6. CHARGES AND PAYMENT

    6.1 The Advertiser shall pay to the Publisher the Charges on or before the agreed due date, which shall be 30 days from the date of invoice unless notified otherwise. Time for payment is of the essence.

    6.2 The Charges are exclusive of VAT.

    6.3 The Advertiser shall pay all sums due to the Publisher under the Agreement without any set-off, deduction, counterclaim and/or other withholding of monies. The existence of a query on an individual item in an account shall not affect the due date of payment of the remaining balance in an account.

    6.4 If the Advertiser fails to make any payment by the due date then all monies owing by the Advertiser to the Publisher shall immediately become due and payable. Payment terms may vary if payment is made by Direct Debit and agreed in writing by the Publisher. Any discount, which is extended to an Advertiser who pays the charges by Direct Debit, is at the sole discretion of the Publisher and may be withdrawn by the Publisher at any time and for any reason.

    6.5 Where the Advertiser takes the pre-payment option as agreed with the Publisher, an 8 week initial pre-payment is required from the Advertiser before the Services are enabled. The Advertiser shall be solely responsible for ensuring that sufficient funds have been paid in advance of the chargeable period.

    6.6 When a sum owing has not been received in full by the Publisher within 30 days from the date of invoice, the Publisher shall be entitled (without prejudice to any other right or remedy it may have) to:

    6.6.1 charge the Advertiser interest on any unpaid sums (both before and after judgment) at the current statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 and related secondary legislation as amended or re-enacted from time to time; and

    6.6.2 suspend all services (including without limitation the Services provided to the Advertiser pursuant to any agreement with the Publisher) (or any part of them) until such time as payment has been received in full (including any interest payable pursuant to clause 6.6.1 above).

    6.7 Unless the Publisher authorises payment to be made by Direct Debit, payment must be sent to the address on the invoice and any payment sent by post shall be at the Advertiser’s sole risk. All cheques must be payable to Cat Planet unless notified otherwise. The Publisher reserves the right to decide the amount of any credit extended to the Advertiser in its sole discretion and the Publisher shall be entitled to withdraw credit facilities from the Advertiser at any time.

    6.8 The Publisher will under no circumstances be liable to refund all or any part of the Charges (including but not limited to any pre-payment) in the event of the suspension of the Services and/or cancellation or termination of the Agreement (for any reason).

    6.9 Where the Advertiser is a recognised member of one or more of the following associations: NPA, NS, PPA, ITCA or IPA the Publisher may, at its sole discretion, grant the Advertiser an agency discount, provided that, in the sole opinion of the Publisher the Advertising Agreement has been complied with and all advertising copy provided by the Advertiser requires no further work to be carried out by the Publisher. The Publisher may at any time withdraw this discount for any reason.

  7. TERM AND TERMINATION

    7.1 Unless terminated earlier in accordance with these Conditions, the Agreement shall continue in force for the period specified in the Agreement. If no such period is specified in the Agreement, the Agreement shall remain in force unless and until terminated in accordance with these Conditions.

    7.2 Subject to clause 7.3 and 7.4, the Advertiser shall be entitled to terminate the Agreement, cancel all or any Services and/or downgrade the Services by giving notice in accordance with this clause 7.2. The Advertiser should telephone Cat Planet to inform them that they are intending to terminate the Agreement, cancel all or any of the Services and/or downgrade the Services. If, having made such phone call to Cat Planet, the Advertiser continues to want to terminate the Agreement, cancel all or any of the Services and/or downgrade the Services, the Advertiser shall give not less than 28 days’ notice in writing to the Publisher sent to Cat Planet at the address specified on the invoice, such notice not to expire prior to the end of the first 13 weeks of the Agreement or such other initial period as specified in writing by the Publisher (“Initial Period”). Any free periods of Services provided by the Publisher to the Advertiser under the Agreement shall not count towards the calculation of the Initial Period. Any notice must state the exact Services being terminated. It is a condition of the Agreement that any attempt to terminate the Agreement verbally shall be ineffective.

     

    7.3 The Advertiser shall give not less than:

    7.3.1 90 days’ notice in writing to the Publisher to terminate the Agreement or cancel all or any of the Services;

    7.3.2 28 days’ notice in writing to the Publisher to downgrade the Services sent to Cat Planet at the address specified on the invoice, such notice not to expire prior to the end of any initial period specified in writing by the Publisher (“Initial Period”). Any notice must state the exact Services being terminated. It is a conditions of the Agreement that any attempt to terminate the Agreement verbally shall be ineffective.

    7.4 The Advertiser is solely responsible for ensuring that the Publisher receives any notice of cancellation or termination or any other items sent to the Publisher in connection with this Agreement. For the avoidance of doubt, the Publisher shall not be responsible for any notices or items sent using the Royal Mail or otherwise not sent by recorded/registered post or by fax or email to the correct number/address.

    7.5 If at any time the Advertiser cancels a booking once a Campaign has started, due to no fault of the Publisher, the Advertiser will still be accountable for the full Charges, unless otherwise agreed by the Publisher in writing.

    7.6 Termination of Account: In the event payment terms are breached by the Advertiser, the Publisher may serve a formal Notice of Termination of the account in writing, allowing the advertiser 7 days to remedy any such breach if not remedied within seven days of such notice being served, the Agreement shall automatically terminate.

    7.7 The Publisher shall be entitled to terminate the Agreement at any time on 7 days’ written notice to the Advertiser for convenience or forthwith by notice in writing to the Advertiser if the Advertiser:

    7.7.1 breaches the terms of the Agreement (and, if the breach is capable of remedy), has not remedied the breach within 30 days of receiving notice requiring the breach to be remedied;

    7.7.2 commits a material breach of the Agreement;

    7.7.3 persistently breaches any one or more terms of the Agreement;

    7.7.4 is in breach of any other agreement with the Publisher and/or is in legal proceedings with the Publisher in respect of any other agreement;

    7.7.5 ceases, or threatens to cease, to carry on business;

    7.7.6 (Being a company) is unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986 or convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrative receiver or similar officer is appointed over all or a substantial part of its undertaking or affairs or a meeting is convened for the purpose of considering a resolution or other steps are taken for winding up the Advertiser (whether by the presentation of a winding up petition or otherwise) or for the making of an administrative order (other than for the purposes of solvent reconstruction or amalgamation); or

    7.7.7 (Being an individual) is unable to pay its debts within the meaning of s.268 of the Insolvency Act 1986 or a petition is presented for its bankruptcy or it makes an arrangement or compromise for the benefits of its creditors whether pursuant to the provisions of Part VIII Insolvency Act 1986 or otherwise; or

    7.7.8 (Being a partnership) is unable to pay its debts or a petition is presented for its winding up under the provisions of the Insolvent Partnerships Order 1994 whether or not involving individual insolvency proceedings against the Advertiser’s partners and presented by creditors or by the partners themselves or such a petition is presented against in conjunction with bankruptcy or individual insolvency or petitions against any partner or if the Advertiser enters into any composition, scheme or arrangement or voluntary arrangement including its business and assets or the share of any partner or in the event of any action for a partnership account and/or a winding up of or a dissolution of the Advertiser under the Partnership Act 1890 or if any of the states of affairs or events described in clause 25(b) occurs in relation to any partner; or

    7.7.9 is refused credit by the Publisher and/or another company within the Cat Planet.

    7.8 Termination of the Agreement shall be without prejudice to any rights accrued by the Publisher prior to termination.

    7.9 The Advertiser shall repay the Publisher on an indemnity basis for all costs and expenses (including legal costs) incurred by the Publisher in:

    7.9.1 finding the Advertiser’s address if the Advertiser changes address and fails to notify the Publisher;

    7.9.2 recovering any sums due to it under the Agreement.

  8. DATA PROTECTION AND CREDIT REFERENCE CHECKS

    8.1 Each of the Advertiser and the Publisher warrants to the other that it shall comply with the provisions of the Data Protection Act 1998 (“Act”) in so far as the Agreement relates to or involves the processing of Personal Data (as defined in the Act).

    8.2 The Advertiser acknowledges and agrees that in entering into the Agreement, the Publisher may collect certain Personal Data relating to the Advertiser and/or employees, consultants and/or contractors engaged by the Advertiser. This Personal Data may be used for a number of purposes including without limitation processing the Advertiser’s order and providing products and/or services to the Advertiser; carrying out customer and market research; dealing with requests and enquiries; maintaining records; sending the Advertiser information on products and services the Publisher thinks may be of interest to the Advertiser; fraud prevention purposes; assisting with police investigations and/or enquiries; and/or complying with statutory and regulatory obligations.

    8.3 The Publisher may disclose any information that it collects to other companies within Cat Planet, to third parties whose products and/or services the Publisher think may be of interest to the Advertiser, to credit reference agencies, finance companies, fraud prevention agencies, the police, the Financial Services Authority and/or any other regulatory authorities.

    8.4 The Advertiser acknowledges and agrees that in entering into the Agreement, the Publisher may carry out credit reference checks on the Advertiser and/or any individual employed or otherwise engaged by the Advertiser. The Publisher reserves the right, at its sole discretion, to refuse to provide any services to the Advertiser, including without limitation any Advertising Services, if in the Publisher’s sole opinion any credit reference results are unsatisfactory.

  9. LIABILITY AND INDEMNITY

    9.1 The Publisher shall provide the Services with reasonable care and skill and in a professional and timely manner. Any Banners on the Cat Planet Website created by or on behalf of the Publisher, shall be designed materially in accordance with the details and materials provided by the Advertiser. Notwithstanding the foregoing, the Advertiser acknowledges and accepts that it is technically impossible to provide the Services free of faults, interruptions or errors and that the Publisher does not undertake to do so. The Publisher shall have no responsibility or liability arising out of or in connection with any communications or network defects, delays or failures (whether temporary or otherwise) (a) experienced by the Advertiser or any third party while accessing the Cat Planet Website; and/or (b) which impact on any Service.

    9.2 Where the Publisher is transferring Advertiser information to any third party in connection with any Service, the Publisher will use its reasonable endeavours to transfer such information accurately and without corruption or errors. However, the Advertiser acknowledges that it is technically impossible to guarantee continuity of service or corruption-free or error-free transfer. The Publisher’s sole liability in connection with this clause is to liaise with the relevant third party and to re- transfer the relevant information.

    9.3 From time to time, the Publisher will need to carry out maintenance work on its equipment and systems, and shall use its reasonable endeavours to ensure that, in doing so, reasonable notice is given and minimum disruption to the Cat Planet Website is caused. However, the Advertiser acknowledges that the Publisher cannot guarantee that the Cat Planet Website will be continuously available online. For the avoidance of doubts, no credits shall be offered to the Advertiser in respect of interruptions to the Cat Planet Website arising as a result of maintenance work.

    9.4 The Publisher does not monitor or control and shall not be responsible for the content of Banners. The Advertiser agrees that such matters are its sole responsibility.

    9.5 Subject to clause 9.12 below, the Publisher shall not be liable to the Advertiser:

    9.6 for any loss or damage suffered by the Advertiser arising out of or in connection with any total or partial failure to publish a Banner and/or for removing any materials from the Cat Planet Website;

    9.7 for failure of the Publisher to publish a photograph of any product;

    9.8 for any loss of copy, artwork, photographs or other materials, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose;

    9.9 in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or in connection with the Agreement for: (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill or reputation; (c) loss of contracts, business and/or opportunity; (d) loss of profits; (e) loss of revenue or anticipated savings; (f) business interruptions; (g) loss of or corruption to data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or (h) any economic and/or other similar losses; and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise; and/or

    9.10 unless a claim is brought by the Advertiser against the Publisher within 12 months of the date of the cause, or the first in the series of causes of related events, giving rise to the claim.

    9.11 Subject to clause 9.12 below, the total liability of the Publisher in contract, tort (including without limitation negligence), statutory duty or otherwise (unless otherwise excluded), in respect of each event or series of connected events shall not exceed the Charges paid for the Services in the week during which the event giving rise to the liability occurred.

    9.12 Nothing in the Agreement shall exclude or restrict any liability the Publisher may have for death or personal injury caused by its negligence, for fraudulent misrepresentation and/or for any other liability which it is not permitted to exclude by law.

    9.13 Any warranties, terms or conditions of any kind whether express or implied, statutory or otherwise, including without limitation, implied terms of satisfactory quality or fitness for purpose, are hereby expressly excluded to the fullest extent permitted by law.

    9.14 The Advertiser shall indemnify and keep the Publisher fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any breach of the Agreement by the Advertiser, any third party complaints or claims brought against the Publisher in respect of any Banner, the subject matter thereof or any other materials supplied by the Advertiser in connection with the Service, and for any claim that the use by the Publisher of any copy, artwork, photograph or other materials provided by the Advertiser infringes any third party intellectual property rights or other third party rights.

    9.15 Without prejudice to the liability of the Advertiser to pay the relevant Charges for any Agreement in full by the relevant due date, in the event of any error, misprint or omission in a Banner, the Publisher may at its sole discretion, either amend the relevant part of the Banner or refund or adjust the Charges. No amendment, refund or adjustment to the Charges will be made where in the Publisher’s sole opinion the error, misprint or omission does not materially detract from the Banner or where it arises as a result of incorrect or inadequate information provided by the Advertiser.

  10. FORCE MAJEURE

    10.1 The Publisher shall not be liable to the Advertiser and/or be deemed to be in breach of the Agreement by reason of any delay in performing and/or any failure to performing of its obligations under the Agreement if the delay and/or failure is due to any cause beyond the Publisher’s reasonable control (including but not limited to any act of God, lock out or other industrial action, governmental action or restriction, war, terrorism, fire, flood, infrastructure failure, power failure, strike or civil commotion) and time for performance of that obligation shall be extended accordingly.

  11. GENERAL

    11.1 The Agreement contains the entire agreement and understanding between the parties and supersedes any and all prior agreements, arrangements, statements and understandings between the parties relating to the subject matter of the Agreement. Each party acknowledges that it has not entered into the Agreement in reliance upon any representation not expressly set out in the Agreement and neither party shall be liable in respect of any representation made prior to and not contained in the Agreement. Nothing in these Conditions shall exclude or limit the Publisher’s liability for fraudulent misrepresentation.

    11.2 The Agreement is personal to the Advertiser, and the Advertiser may not assign or transfer the Agreement without the prior written consent of the Publisher. The Publisher reserves the right to assign or subcontract the Agreement and any of its rights and obligations under the Agreement to a third party.

    11.3 Where two or more persons are named on the Agreement as the Advertiser, their liability shall be joint and several.

    11.4 No variation of these Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Publisher.

    11.5 No waiver or indulgence by the Publisher shall be effective save in relation to the matter in respect of which it was specifically given.

    11.6 If any provision of these Conditions is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

    11.7 Nothing in these Conditions shall confer any rights or benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Advertiser and the Publisher.

    11.8 The Agreement, which incorporates these Conditions, shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

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