DIGITAL ADVERTISING SERVICES TERMS AND CONDITIONS
Please read these Conditions carefully as they govern the provision of Services by the Company to you ( the "Advertiser"). The Company may modify these Conditions from time to time and you should therefore ensure that you review them regularly. For the purpose of this agreement the following definitions shall 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 agent acting as agent on behalf of such a person, firm or company;
“Agreement” means any arrangement between the Advertiser and the Company for the provision of Services;
“Order” means a request submitted by the Advertiser for the provision of Services. The request can be submitted via the website, email or in writing and will set out the details of the Advertisement including without limitation the Banner Package, the Advertising Fees, the Banner Content and the Advertiser's contact details. The url for submission on the website is https://termdates.co.uk/advertise/order
“The Company” means Korijo Ltd (trading as "Term Dates"). The Registered Office is LaddersFree Ltd, 74 Cae Canol, Penarth, South Glamorgan, CF64 3RL. Company Number 7447444.
“Website” means the website at the url https://termdates.co.uk or any other url that may be substituted by the Company from time to time.
“Services” means the services to be provided pursuant to the Agreement including the design and placement of the Banners(s) on the website.
“Conditions” means the standard terms and conditions of business as set out in this document and include any special terms and conditions agreed in writing by the Company.
“Banner” means a banner advertisement agreed by the Company and the Advertiser and specified on the Application Form.
“Banner Package” means the Banner Package (type of banner and cost associated with each banner) offered by the Company
“Advertising Fees” means the fees to be paid by the Advertiser for the Services as set out in the Order and in the Order Confirmation Email.
“Creative” means any creative provided by the Company to be applied to a Banner.
“Banner Content” means the details including any text and images provided by the Advertiser to be able to create the Banner.
1.1 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.
1.2 The Company may modify these Conditions from time to time. The Advertiser agrees to review the terms and conditions regularly to ensure they are aware of any modifications. The Conditions can be viewed at https://termdates/advertise/terms-and-conditions
1.3 These Conditions shall apply to all future orders (whether via the website or by email) made by the Advertiser its employees, agents or any related companies and the Advertiser is responsible for communicating these Conditions to all relevant parties.
1.4 In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows;
1.4.1 The Company owns and operates a website that provides the Term Dates and School Holidays for 29,000 Primary and Secondary Schools across the UK. The website contains graphical and text-based descriptions of advertised sites. When the banner is clicked on by the party accessing the site (“User”), the User is transported to the URL for the advertised site.
1.5 The Company have the right at any time to assign, sell on or lease this agreement to a third party and by doing so this agreement will remain in place with the third party and for the purpose of this agreement the term Company will then mean the third party.
2 TERM OF THE AGREEMENT
2.1 This Agreement shall commence on the date the Company receives an Order submitted by the Advertiser (via the Website or by email) and shall continue for a fixed period of one year. The Agreement will be automatically renewed for a successive period of twelve months on every anniversary of the Order unless either party gives written notice of its intention not to renew by providing not less than one months notice (The "Termination Notice"). The Termination Notice will only be accepted if provided in writing and such notice not to expire before the end of the anniversary of the Order.
3.1 In consideration of payment of the Advertising Fees by the Advertiser in accordance with clause 5, the Company will provide the Services to the Advertiser.
3.2 Details of the Services including, without limitation, information about the different Banner Packages and the required Banner Content will be set out by the Company on the Website and/or as otherwise provided by the Company to the Advertiser by email. The Company will assume the contents will have been read accordingly. Provisions in these Conditions relating to a particular Creative will only apply where that Creative is to be provided by the Company as identified in the Order.
3.3 All Banner Packages are allocated on a first come, first served basis and the Company gives no guarantee that a particular Banner Package will be available to the Advertiser even after the Advertiser has submitted the Order. Where the Company is unable to provide the Banner Package requested by the Advertiser, the Company will offer the Advertiser an alternative Banner Package. If the Advertiser does not wish to take the alternative Banner Package, they shall be entitled to cancel the Agreement immediately prior to commencement of the Services. For the avoidance of doubt, the Advertiser shall not be entitled to cancel the Agreement except in accordance with this clause and clause 2.1 above.
3.4 The Company gives no guarantee to the Advertiser that the Banner Packages offered will guarantee that a physical number of impressions will be delivered.
3.5 Where the Advertiser has requested the Company to produce the creative for its requested Banner Package, the following provisions shall apply:
3.5.1. The Company will email the draft banner to the Advertiser within 48 hours.
3.5.2 The Advertiser must notify the Company within 48 hours of any requested changes. The changes should be emailed to the email address provided by the Company. This can be done on two separate occasions. Should the Company not receive confirmation that the Advertiser is happy to proceed with the banner within 7 days of the draft banner being emailed to the Advertiser, the Company will assume acceptance to the design and publish the banner accordingly.
3.6 The Company will review the Banner Content and Creative before they are published on the website and 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.
3.7 The Company may at any time remove any or all of the Banners and /or other of the Advertiser’s materials from the Website, which in the Company's opinion are unlawful or have been placed on the Website in breach of this Agreement or in the event of non-payment or any other breach of the Agreement.
3.8 The Company reserves the right to terminate this Agreement for any reason, with or without cause, upon 7 days written notice to the Advertiser.
4 ADVERTISERS OBLIGATIONS
4.1 With respect to all information and material supplied to the Company and/or included on the Website the Advertiser warrants that it is the sole beneficial owner, free of licence, royalty, restriction or other adverse interest, and that such material does not otherwise infringe the intellectual property rights of the Company or any third party including (but not limited to) use of trademarks and goodwill in any mark, database rights, copyright and design rights.
4.2 The Advertiser agrees to indemnify and hold the Company and its representatives harmless from any claims, actions, or other proceedings brought against them arising from inclusion of information and material supplied by the Advertiser on the Website. If any third party brings a claim against the Company and/or the Advertiser for their use of any libellous, defamatory or otherwise injurious material provided by the Advertiser, then the Advertiser agrees to pay all costs, damages and expenses awarded against or incurred by the Company.
4.3 The Advertiser shall ensure that the information provided in the Order is complete and accurate and shall be solely responsible for checking the accuracy of any Banner for errors.
5 ADVERTISING FEES AND PAYMENT
5.1 Subject to any special terms agreed in writing between the Company and the Advertiser, the Company shall be entitled to invoice the Advertiser for the Services at any time after 7 days of receipt of the Order.
5.2 In consideration of the Company supplying the Services, the Advertiser shall pay the Advertising Fees to the Company in accordance with the following payment schedule;
5.2.1 The first payment is due and shall be paid no later than 14 days after the Order
5.2.2 Further regular monthly payments will be due and shall be paid monthly thereafter
5.3 Advertising Fees must be paid by direct debit or standing order. To enable the Advertiser to pay by direct debit, the Company will provide a payment facility using Go Cardless/Paypal. Alternatively, the Company can provide bank account details for Advertisers wishing to make payments via standing order.
5.4 Time for payment shall be of the essence. Without prejudice to the other rights and remedies of the Company, interest shall be payable at the rate of 4% per week above the base rate of HSBC Bank plc and shall accrue from day to day on all overdue payment.
5.5 In the absence of the Termination Notice from the Advertiser requesting termination of the Agreement in accordance with clause 2.1, and the agreement being automatically renewed for a successive period of twelve months the Company will be entitled to invoice the Advertiser for a further twelve months and an invoice submitted accordingly.
5.6 In the event that the Advertiser fails to make payment in accordance with the payment schedule stated in clause 5.2, without prejudice to its other rights and remedies, the Company shall be entitled to accelerate the time for payment of any remaining balance of any invoice issued to the Advertiser so that they are immediately due for payment.
6.1 In the event that the Customer attempts to terminate the Agreement otherwise than in accordance with the provisions of Condition 2.1 the Customer shall be liable to make a payment to Company in respect of the unexpired period of the Agreement.
6.2 Notwithstanding any other rights and remedies available to it, the Company may terminate the Agreement if the Advertiser fails to make payment in full within 14 days of the due dates indicated in the payment schedule in clause 5.2 and shall be entitled to instruct the immediate termination of the Agreement and accelerate the time for payment of any other invoice issued to the Advertiser so that they are immediately due for payment.
6.3 Where the Contract is lawfully terminated in accordance with Condition 2.1 the Company shall issue a written notice to the Advertiser confirming receipt of the Termination Notice. The Advertiser must retain this Notice as verification that the Company has received the Advertiser's notice of termination pursuant to Condition 2.1.
6.4 The Company may terminate this Agreement immediately by serving written notice to that effect if the Advertiser:
6.4.1 makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or
6.4.2 commits any material breach of any of the provisions of this Agreement and in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice of the breach requiring it to be remedied.
6.5 Any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provisions of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
7 INTELLECTUAL PROPERTY
7.1 All intellectual property in information and material provided by the Advertiser and which was not created in any way by the Company shall vest in the Advertiser absolutely.
7.2 Except as provided in clause 8.1 below, or otherwise held by any other party, all Intellectual Property in the Website and Services including (but not limited to) its design, layout and functionality relating to the Website and Services shall vest in the Company and nothing in this Agreement grants any rights in the Intellectual Property to the Advertiser.
8 WARRANTIES AND LIABILITY
8.1 The Company does not guarantee that access to and use of the Website will be uninterrupted or error-free. From time to time Architecture may suspend or restrict access to the Website in order to carry out repairs or maintenance or to introduce new facilities.
8.2 The Company does not warrant that the information on the Website is accurate or complete, including but not limited to the term and holiday dates for individual schools, and is not responsible for checking that information is accurate or complete.
8.3 The Company does not accept any responsibility for any loss or damage arising out of or in connection with the Services or use of the Website including, without limitation, indirect or consequential loss or damage, loss of anticipated revenues, loss of business opportunities, loss of goodwill, loss of data or damage to reputation. Nothing in this Agreement shall operate to limit or exclude the Company's liability for:
8.3.1 death or personal injury caused by the Company's negligence;
8.3.2 damage suffered by you as a result of any breach by the Company of the condition as to title under Part 1 of the Consumer Protection Act 1987;
8.3.3 breach of the warranty as to quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
8.3.4 for fraud (including, but not limited to, fraudulent misrepresentation)
9 FORCE MAJURE
The Company 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 Company'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.
10 LAW AND JURISDICTION
These Conditions are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.