Terms & Conditions of Advertising

TERMS & CONDITIONS OF ADVERTISING 

1.   DEFINITIONS
1.1   In these Terms and Conditions, the following expressions shall, unless the context otherwise requires, have the following meanings:
"Advertisement" means matter the Advertiser requests to be inserted on a page of the Web Site;
"Advertiser" means the advertiser of the product or service referred to in the Advertisement;
"Buyer" means the person placing the order for the insertion of the advertisement with the Publisher whether the Advertiser or the Advertiser's advertising agency or media buyer or other third party;
"Fee" means the fee set out in the Order Form;
"Order Form" means the order form for an Advertisement to be placed on the Web Site submitted by the Buyer to the Publisher;
"Publisher" means Metrosnow.co.uk, a division of VOS Media Ltd, 4th Floor, Earls Court, Warwick Road, London, SW5 9TA;
"Terms" means these terms and conditions;
"Technical Specifications" means those technical specifications appearing from time to time at www.metrosnow.co.uk
"Web Site" means each and any of the web sites currently located at the URLs http://www.metrosnow.co.uk and any successor of such website and each and every other web site owned or operated by the Publisher.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Headings do not affect the interpretation of these Terms.

2.   APPLICATION OF TERMS
2.1 Subject to any variation under these Terms the contract between the Buyer and the Publisher shall be on these Terms to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer/Advertiser purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 These Terms apply to all the Publishers agreements in respect of the placing of Advertisements on the Web Site. Any variation to these Terms shall have no effect unless expressly agreed in writing and signed by the Head of Display of the Publisher.
2.3 The submission of an Order Form shall amount to the acceptance by the Buyer of these Terms and shall govern the agreement to the exclusion of any other terms and conditions.
2.4 No Order Form placed by the Buyer shall be deemed to be accepted by the Publisher until a written acknowledgement of the Order Form is issued by the Publisher or (if earlier) the Publisher publishes the Advertisement on the Web Site.

3.   PAYMENT
3.1 All requests for Advertisements must be placed in writing on an Order Form submitted to the Publisher. The Buyer shall pay the Publisher at the end of each month in arrears the Fee (or part thereof) as set out in the Order Form on receipt of the relevant invoice or otherwise in accordance with the terms agreed by the Publisher. Any payments due shall be made to the Publisher within thirty (30) days from the date of the Publisher's invoice, failing which the Publisher reserves the right to withdraw the Advertisement from the Web Site until payment is received.
3.2 If the Buyer fails to make any payment due to the Publisher hereunder then in respect of each Advertisement for which payment has not been made the Publisher reserves the right to charge interest on the amount unpaid at the rate of 4% above the base rate of Natwest bank accruing from day both before and after judgement.

4.   GRANT OF LICENCE
The Buyer hereby grants to the Publisher a worldwide licence to reproduce, display and transmit the Advertisement in electronic form on the Web Sites and to permit users of the Web Site to access the Advertisement and also licences the Publisher to use screen grabs of the Advertisement in order to enable the Publisher to market and advertise itself and the services which it provides.

5.   DEADLINE FOR SUBMISSION OF ARTWORK AND/OR COPY
The Advertisement and all artwork and copy must be received by the Publisher no less than two days prior to insertion on the Web Site and must comply with the Technical Specifications. It is the responsibility of the Buyer to check the correctness of the Advertisement and the Publisher accepts no liability for any error in an Advertisement.

6.   REJECTION, CANCELLATION OF, OR CHANGES TO ADVERTISEMENTS
6.1 The Publisher shall not be bound by any notification of cancellation of the Advertisement unless it is in writing and received by the Publishers at least 5 days prior to the date for publication of the Advertisement as set out in the Order Form. Notwithstanding this the Publisher may in its sole discretion accept a notice of cancellation after the Advertisement  has appeared on the Web Site, in this instance the Publisher shall invoice the Buyer pro rata for the deliveries or impressions actually achieved during the period the Advertisement appeared on the Web Site.
6.2 The Publisher shall not be bound by any notice of change to the Advertisement or positioning of the Advertisement as detailed in the Order unless it is in writing and received by the Publishers at least 2 days prior to the initial publication of the Advertisement and any relevant artwork or copy is received in accordance with Clause 5 above. Notwithstanding this the Publisher may in its sole discretion accept a notice of change to the Advertisement or positioning of the Advertisement as detailed in the Order Form after the Advertisement has appeared on the Web Site, in this instance the Publisher shall invoice the Buyer a revised agreed fee or pro rata for the deliveries or impressions actually achieved during the period the Advertisement appeared on the Website.
6.3 The Publisher may decline to publish or to omit, suspend or change the position of any Advertisement otherwise accepted for insertion in its sole discretion. However, the Publisher will use its best endeavours to comply with the wishes of the Buyer.
6.4 The Publisher may in its sole discretion reject or cancel any Advertisement at any time or may amend or require to be amended the Advertisement including but not limited to amending or rejecting the Advertisement so as to:
(a) avoid infringing any applicable laws, third party's rights, the British Code of regulations under the general supervision of the Advertising Standards Authority, OFCOM or other applicable body;
(b) avoid breach of these Terms; or
(c) comply with the Technical Specifications.

7.   DELIVERY - CLICK THROUGH AND IMPRESSIONS
7.1 If the Publisher has agreed with the Buyer the number of Advertisements to be delivered or level of impressions or click-throughs on the Web Site or any pre-defined segment of that Web Site and such deliveries are not achieved during the period in which the Advertisement is meant to appear on the Web Site then the Publishers liability shall be limited to the Publisher choosing in it sole discretion to either (a) continue to include the Advertisement on the Web Site (without extra cost to the buyer) until the agreed number of deliveries are achieved or (b) the Publisher invoicing or refunding the Buyer (as applicable) pro rata for the deliveries actually achieved PROVIDED ALWAYS THAT the Buyer shall only be entitled to such remedies if the artwork and copy was received in accordance with Clause 5. In the event that the impressions are not delivered and the artwork was not delivered in accordance with Clause 5 then the Publisher shall invoice the Buyer for an amount calculated by prorating the fee for the number of impressions actually delivered over the time that the Advertisement appeared on the Web Site for the period of time the Advertisement should have appeared on the Web Site. For example if the Advertisement was scheduled to run for 4 weeks and the artwork was delivered 1 week late and 300,000 impressions are delivered over the remaining 3 weeks, VOS Media shall invoice the Buyer for 400,000 impressions.
7.2 Save as set out in this clause 7.2, the Publisher shall have no liability for any discrepancy between the number of page impressions recorded by the Publisher, any third party supplier and those recorded by the Buyer. In the case of any dispute the number of page impressions recorded by the Publisher shall be deemed to be the correct number and the Fee shall be invoiced on the number of impressions recorded by the Publisher. Notwithstanding the foregoing if any Advertisement is served or delivered to the Web Site from a third party who is a rich media vendor the number of page impressions recorded by the third party rich media vendor shall be deemed to be the correct number and the Fee shall be invoiced on the number of impressions recorded by the third party rich media vendor.
7.3 Whilst the Publisher cannot guarantee that all Advertisements will run on IP addresses based in the United Kingdom, the Publisher agrees to use its reasonable endeavours to target the Advertisements to IP addresses based in the United Kingdom.

8.   BUYER WARRANTIES
The Buyer warrants that:
(a) the Buyer contracts with the Publisher as a principal notwithstanding that the Buyer may be acting as an agent for the Advertiser;
(b) the publication of the Advertisement by the Publisher as originally submitted or as amended pursuant to Clause 6 above will comply with all applicable laws and regulations and industry codes of practice (including but not limited to any codes and regulations referred to in  Clause 6(a) above) and will not contain any material which is defamatory  or obscene and will not breach any contract or violate or infringe any copyright, trade mark or other rights of any third party or render the Publisher liable to any proceedings in respect of the same;
(c) in respect of any Advertisement submitted for publication which contains the name and pictorial representation of any living person, the Buyer has obtained the authority of such person to make use of such name, representation and/or copy;
(d) in relation to any investment Advertisement, the Advertiser is, or the contents of the Advertisement have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 (or any act replacing such Act) or the Advertisement is otherwise permitted under the Act or any law or regulation which supplements or replaces that Act;
(e) where the Buyer is the Advertiser's advertising agency or media buyer, that it is authorised to replace the Advertisement, and;
(f) all information submitted by the Buyer or the Advertiser to the Publisher is true and accurate.

9.   COMPLAINTS
Any complaint, claim or query (whether in relation to the Advertisement or an invoice) must be raised within seven days following the date on which the event giving rise to the complaint or query first arose. No complaint, claim or query shall affect the liability of the Buyer for payment by the due time of the Publisher's charges for that and all other Advertisements.

10.   LIABILITY OF THE PUBLISHER
10.1 The Publisher shall not be liable for any indirect or consequential loss (including without limitation, business interruption and loss of profits, business, goodwill, anticipated savings, information and data) whether arising out of negligence, breach of contract or otherwise and whether or not the party was advised of the possibility of such loss by the other party or for any liability arising from access to the Web Site, links to the URLs of any third party or the downloading of any material.
10.2 In no circumstances shall the total liability of the Publisher for any error or omission exceed the charge for the Advertisement in question.
10.3 The Publisher will not be liable for any loss of copy, artwork, photographs or other materials.

11.   BUYERS INDEMNITY
The Buyer will indemnify the Publisher and keep it indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or reasonably forseeable as a result of any breach or non-performance of any of the representations, warranties or other terms herein contained (including but not limited to the warranties set out at Clause 8 above) or implied by law given by or applying to the Buyer so far as the law allows or relating to any contaminated file, virus, worm or Trojan horse originating from the Advertisement, its content or any linked area.

12.   GENERAL
12.1 The copyright in all artwork, copy and other material which the Publisher or its employees or contractors has originated or reworked shall vest in the Publisher.
12.2 No waiver by the Publisher shall be effective except in relation to the matter in respect of which it was specifically given.
12.3 The parties may not assign or transfer or sell any of the rights granted hereunder.
12.4 These Terms and any contracts made hereunder shall be construed and governed by English law and the parties submit to the exclusive jurisdiction of the English courts.