Advertisers
The following terms and conditions ("Advertising Terms and Conditions") are deemed to be incorporated into each advertising insertion order (“Insertion Order”) accepted by Community Times Limited ("CTL") or one of it’s Licensees:
1. Terms of Payment
1.1 The Advertiser (as defined in the Insertion Order) will be invoiced at the beginning of each calendar month during the contract period set out in the Insertion Order. The advertiser must make immediate payment to CTL in pounds sterling on receipt of an invoice.
1.2 The Advertiser must pay at the rates prescribed by applicable law all VAT on the amounts due under this Insertion Order. All amounts paid by the Advertiser after the due date will bear interest at the rate of one percent (1.5%) per above the base lending rate of CTL’s main bank, from the date when payment was due until the date of payment is received.
1.3 The Advertiser represents and warrants that it contracts with CTL as principal, and has the authority to do so, notwithstanding that the Advertiser may be acting as an advertising agency or media buyer or in some other representative capacity.
2. Positioning, Licence & Colour
2.1 The Advertiser hereby grants to CTL a world-wide, non-exclusive, fully paid licence to reproduce and display the advertisement (including all contents, trademarks and brand features contained therein) in accordance with the Insertion Order and these Advertising Terms and Conditions.
2.2 Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the CTL properties or on any page is at the sole discretion of CTL, and CTL will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
2.3 CTL does not guarantee the times, dates or positions of the advertisement(s) but CTL will use reasonable efforts to comply with the Advertiser’s wishes. If a booked advertisement is not published at all, due to the fault of CTL, CTL will supply an alternative publication date. If you choose not to accept this alternative date, your original booking will be cancelled and CTL will refund to you the amount already paid for your cancelled booking, as your sole remedy.
2.4 If the Advertiser wishes to request a change to positioning of advertisements, it must provide the relevant creatives and give prior written notice of at least 2 weeks before the relevant publication deadline. Failure to provide such prior notice will mean that the positions set out in the Insertion Order prevail. Any requested change to positioning of advertisements will be decided at CTL’s sole discretion, subject to availability.
2.5 The proof you are seeing has been printed as RGB. The final document will be printed as 4 colours (CMYK). This may result in a colour change to advert. If you have specified a pantone colour, this can be recreated only if the advert is created entirely by the editor. The printed proof however will not accurately reproduce the Pantone..
3. Usage Statistics
Notwithstanding the provisions of the Insertion Order, the Advertiser acknowledges that CTL has not made any guarantees with respect to distribution, usage statistics, which include, without limitation, levels of impressions or click-throughs for any advertisement or for any position specified for each advertisement. CTL provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and CTL will not be held liable for any claims relating to any usage statistics however supplied. The Advertiser acknowledges that usage statistics provided by CTL are the official, definitive measurements of CTL’s performance on any delivery obligations provided in the Insertion Order.
4. Renewal
Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at CTL's sole discretion.
5. No Assignment or Resale of Ad Space
The parties may not resell, assign or transfer any of its rights hereunder, except to any of their Affiliates provided that such Affiliates are not competitors of the other party. Any attempt to resell, assign or transfer such rights will entitle the other party to terminate this contract immediately, without liability on the part of the terminating party. “Affiliate” means in respect of a party its “holding company”, its “subsidiary company” or a subsidiary company of its holding company, as those terms are defined in section 736 of the Companies Act 1985.
6. Limitation of Liability
6.1 If CTL fails to publish any advertisement CTL’s liability will be limited (at the option of CTL) to either: (a) as soon as reasonably practicable, publishing the advertisement (or a replacement advertisement if provided by the Advertiser; or (b) refund to the Advertiser that proportion of the amounts already paid which relate to those advertisements which were not provided, and if the amounts were not paid by the Advertiser, agree that such amounts will not be due or payable. CTL will only provide a refund to the Advertiser under clause 6.1(b) if the creative arrived within the time limits specified in the Insertion.
6.2 In no event will CTL be responsible in contract, tort, negligence or otherwise, for: (a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Insertion Order.
6.3 Where the Advertiser uses a third party to provide advertisements to CTL: (i) CTL will have no liability and the Advertiser will hold only the third party (and not CTL) liable for the failure to publish any advertisement where those failures or losses are due to or arise out of or in connection with any act or omission of the third party; and (ii) the statistics provided by CTL are the official and definitive measurements.
6.3 Without limiting the foregoing, CTL will 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 CTL affecting production or delivery in any manner.
6.4 CTL does not limit or exclude liability for death or personal injury caused by its negligence.
6.5 Each of the provisions of this clause 6 are to be construed separately and independently of the other, and if any provision of this clause 6 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 6 (or any other clause herein) which will remain in full force and effect.
7. Advertisers Representations; Indemnification
7.1 The Advertiser warrants and represents to CTL that:
7.1.1 It has the right to publish and/or otherwise transmit all of the contents of the advertisements, and can grant to CTL such right, and that such publication will not: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law or regulation. Furthermore, that it is solely responsible for the acquisition of all third party clearances, permissions and licences which are necessary in connection with the publication/transmission of the advertisements, and for the payment of all applicable royalty fees and for all payments or royalties, if any, payable to any collecting society or under any collective bargaining agreement or otherwise.
7.1.2 The advertisements do not contain anything that is defamatory, obscene, false or misleading.
7.1.3 It has complied with the codes of practice issued by the Committee of Advertising Practice in the UK or the Advertising Standards Authority for Ireland as applicable and all other relevant industry codes of practice.
7.1.4 Unless the Advertiser is an “authorised person” within the meaning of the Financial Services and Markets Act 2000 ("the Act"), you agree that the advertisement submitted pursuant to the Insertion Order either: (a) does not constitute an invitation or inducement to engage in investment activity within the meaning of the Act; or (b) has been approved by an "authorised person" within the meaning of the Act or is otherwise permitted under the Act and the Advertiser has expressly notified CTL in writing of this.
7.1.5 It does not collect or use personal information through its Advertisements on any CTL property without permission from the user.
7.2 The Advertiser agrees to indemnify and keep indemnified CTL and hold CTL harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred by CTL as a result of any breach of the above warranties or otherwise 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, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices) arising from the advertisement and /or any material (of the Advertiser or otherwise) to which users can link through the advertisement.
8. Provision of Advertising Materials
The Advertiser will provide all materials for the advertisement (including GIF or JPEG files), in accordance with CTL's requirements set out in this Agreement and in the Insertion Order, including (without limitation) the manner of transmission to CTL, the lead-time prior to publication of the advertisement and such technical specifications as CTL may require from time to time. CTL will not be required to publish any advertisement that has not been received in accordance such requirements and reserves the right to charge the Advertiser, at the rate specified in the Insertion Order, for inventory held by
9. Right to Reject Advertisement
All contents of advertisements are subject to CTL's approval. CTL does not undertake to review the contents of any advertisements and any such review of and/or approval by CTL will not be deemed to constitute an acceptance by CTL that such advertisement is provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of CTL's rights hereunder. CTL reserves the right at any time in its absolute discretion to:
9.1 Reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment; and/ or
9.2 Remove any advertisement from any of the CTL properties or any page.
10. Cancellations and Construction
The Advertiser cannot cancel the Insertion Order unless otherwise agreed with CTL in writing. No conditions other than those set forth in the Insertion Order or these Advertising Terms and Conditions will be binding on CTL unless expressly agreed to in writing by an authorised representative of CTL. In the event of any inconsistency between the Insertion Order and these Advertising Terms and Conditions, these Advertising Terms and Conditions will prevail.
11. Confidentiality and Public Announcements
11.1 The provisions of the Insertion Order and all communications passing between the Advertiser or any of its agents and CTL are confidential and must not be disclosed to any third party except: (a) by the Advertiser to its qualified accountants or legal advisers; (b) by CTL to its qualified accountants or legal advisers; or (c) as otherwise agreed by the parties in writing or as otherwise required by law.
11.2 If the parties have executed a non-disclosure agreement prior to the date of this Agreement ("Non-Disclosure Agreement"), then: (a) the Non-Disclosure Agreement is hereby incorporated into this Advertising Terms and Conditions by reference whether or not it is attached to the Insertion Order; and (b) each party must comply with its obligations in the Non-Disclosure Agreement.
11.3 The Advertiser and its agents are hereby put on notice that CTL and its affiliates are particularly sensitive to public statements about the CTL web services, their contractual relationships and product plans, and improper or ill-timed statements are likely to have a detrimental effect on the business of CTL and its affiliates and may contravene applicable law. Consequently , the Advertiser and its agents must not, and must ensure that any person acting on its behalf does not, make any public announcement in respect of the Insertion Order or the relationship between the parties without prior written consent of CTL including without limitation any pre-announcement in respect of the display of advertising on any CTL property. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Advertiser and any communication that the Advertiser knows will or is likely to be made public. Any breach of this clause 11.3 by the Advertiser will be deemed to be a breach of confidentiality under clauses 11.1 and/or 11.2.
12. Miscellaneous
These Advertising Terms and Conditions, together with the Insertion Order (i) will be governed by and construed in accordance with, the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts; and (ii) constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties. Clauses 6, 7, 11 and 12 will survive any expiry or termination of these Advertising Terms and Conditions. CTL’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
Notwithstanding any other provision in these Advertising Terms and Conditions, a person who is not a party to these Advertising Terms and Conditions has no right under the Contracts (Rights of Third Parties ) Act 1999 to rely upon or enforce any term of these Advertising Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.