Advertising Terms and Conditions/Agreement

Web advertising and promotion agreement

This document refers to an agreement made by email and telephone conversation by GDPUK Ltd and an advertiser or sponsor of the GDPUK site.

Introduction:

             A     The Customer is a company or individual buying Sponsorship or an Advertisement.

           B     The Manager is the owner/content provider of a website which provides advertising space on the website and on emails sent from the website.

             C     The Customer wishes to purchase advertising space on the website sent from the website to which the Manager has access and on which the Manager is permitted to sell advertising space to the Customer.

             D     The Manager agrees to provide this service to the Customer subject to the terms and conditions set out in this Agreement.

Operative provisions:

1.                  Definitions

In this Agreement the following words and phrases shall have the following meanings unless the context otherwise requires:

"Advertising" means any advertising material or promotional material supplied by the Customer for transmission by the Internet from the Manager’s Site (including without limitation advertising banners being electronic advertising whose dimensions and delivery format are agreed in a written quotation that are placed on pages of the Manager Site, emails, customised links and sponsorship logo display;

"Agreement" means the agreement for the purchase and supply of the Services;

"Commencement Date" means the earlier of the date specified in writing by the Manager and the date on which the Manager places the Advertising on the Manager Site;

"Customer" means the person(s), firm or company to whom the Services are provided;

"Fees" means the fees and charges payable by the Customer as set out Schedule 1 or specified by the Manager from time to time;

"Internet" means the global computer network comprising interconnected networks using standard set of rules that regulate the manner in which data is transmitted between computers;

"Manager" means GDPUK Limited, the owner and operator of www.gdpuk.com ;

"Manager Site" means www.gdpuk.com   or other website operated and maintained by or on behalf of the Manager;

"Promotion" means any promotion or promotional material supplied by a Customer for transmission on or by the internet from the Manager’s Site;

"Schedule" the Schedule or Schedules (if any) to the Agreement in whatever form setting out the Fees, Required Format, Commencement Date, Services, Term and Notice Period (as the case may be);

"Services" means the services in respect of the Advertising, and any related services agreed to be provided by the Manager to the Customer pursuant to the Agreement, further details of which are set out in Schedule 1; and

"Term" means the period from the Commencement Date for the agreed period (as specified in Schedule 1 or otherwise expressly specified by the Manager) for which the Advertising is to be placed until terminated in accordance with the Agreement.

2.                  The Services and Obligations

2.1                In consideration of the payment of the Fees the Manager agrees to perform the Services in accordance with Schedule 2. The Agreement shall apply to the provision of the Services to the exclusion of all other agreements and the Customer agrees that uploading of the Advertising on to the Manager Site shall be deemed acceptance of the Agreement.

2.2                The Customer undertakes and warrants to the Manager that:

2.3                The Customer shall provide to the Manager the Advertising in the format expressly specified (if any) by the Manager in the Schedule or otherwise ("the Required Format").

2.4                Where the Customer is an advertising agency it warrants that it is authorised by its client to place the Advertising with the Manager and the Customer will indemnify the Manager against any claim made by the client against the Manager arising from the publication of the Advertising Material.

2.5                The Manager shall be entitled at any time without notifying the Customer to make changes to the Services which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided.

2.6                The Manager shall bear any and all costs of supplying, updating, owning and operating the Manager Site. The Manager shall use reasonable commercial efforts to maintain the availability of the Manager Site twenty four (24) hours per day, seven (7) days per week.

2.7            The Customer may change the content of the Advertising up to 52 times per year.  If this Agreement is for less than 1 year then the amount of changes to the content are to be pro-rata.

2.8            The Customer is to confirm the text of the Advertising or send a graphical file detailing the Advertising to arrive with the Manager no later than 1 week prior to the commencement of the Advertising

3.                  Acceptance

The Manager:

3.1                shall upon receipt of the Fees and the Manager’s acceptance of the Advertising perform the Services on the Manager Site for the Term subject to the provisions of the Agreement;

3.2                has the right and sole discretion to decline to publish or to omit, suspend or change the position of any Advertising accepted by it;

3.3                may, without derogation from the warranties and obligations set out in clause 2 above, refuse or require to be amended any artwork, materials or copy for or relating to an Advertising so as to comply with the legal or moral obligations placed upon the Manager or the Customer or to avoid infringing a third party’s rights or any statutory or regulatory requirements; and

3.4                reserves the right at any time during the Term to remove the Advertising from the Manager Site in the event that the Manager considers the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of the Manager and/or its business.

3.5            shall be permitted to have other customers, advertisers, sponsors etc advertising or promoting on the Site and in emails sent from the Site. The banner provided will be shown in the section of the site as outlined in the Schedule below, and will be shown in random rotation with other banners from other companies.

4.                  Liability

4.1                Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.

4.2                The Manager accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertising and will not be liable for any loss of copy, artwork, photographs, data or other materials which the Customer supplies to it and the Customer shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require.

4.3                In no event shall the Manager be liable to the Customer whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. "Consequential Loss" shall for these purposes mean (i) pure economic loss, (ii) losses incurred by any client of the Customer or other third party, (iii) loss of profits (whether categorised as direct or indirect), (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings, (vi) losses whether or not occurring in the normal course of business, wasted management or staff time, (vii) loss or corruption of data.

4.4                Subject to clauses 4.1, 4.2 and 4.3, the Manager’s total liability (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed 100% of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to the Manager during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.

4.5            The Manager shall not be liable for any of the content in the discussion groups or emails from any of the subscribers to the Site.  The Customer is aware that the Site is an open forum and opinions and discussions may not correspond with the Customers’ opinions or ideas.

5.                  Payment Provisions

5.1                The Manager will charge the Customer the Fees.

5.2                Additional fees may be charged by the Manager for delivery of additional value added services such as tracker and trafficking fees. These are set out in Schedule [ ] of this Agreement.

5.3                The Manager may invoice the Customer for the Fees for the Term upon its acceptance of the Advertising prior to commencement of the Services.

5.4                The invoice for the Fees shall be payable in full prior to the Advertising being published or the Promotion being transmitted by the Manager on the Manager’s Site unless otherwise agreed by the Manager.

5.5                All sums due in respect of the Fees are exclusive of Value Added Tax or other applicable sales tax, for which the Customer shall be additionally liable. All sums due from the Customer which are not paid on the due date (without prejudice to the Manager’s other rights under this Agreement) shall bear interest at the annual rate of 3% over the prevailing base rate of Barclays Bank Such interest shall accrue from the due date until payment is made in full.

6                   Intellectual Property

6.1                Except as provided in this Agreement, the Manager retains all right, title and interest in and to the content of the Manager Site, including without limitation copyrights, trademarks and other intellectual property rights.

6.2                The Customer retains all rights, title and interest in and to the Advertising, including without limitation copyrights, trademarks, database rights and other intellectual property rights.

6.3                Any ideas, concepts, know-how or techniques developed by the Manager or obtained during the execution of the Services will be owned exclusively by the Manager.

7                   Customer Responsibility

7.1                It is the responsibility of the Customer to check the accuracy of the Advertising and, without prejudice to the provisions of clause 4, the Manager assumes no responsibility for the repetition of an error in an Advertising.

7.2                For the purpose and duration of the Advertising the Customer grants to the Manager a royalty-free, non-exclusive licence to use, publish and reproduce the Customer’s name, logo, trade marks and brands to the extent necessary to enable the Manager to comply with its obligations under the Agreement.

8                   Term and Termination

8.1                Subject to the provisions of clauses 3 and 7.2 the Advertising shall be included in the Manager’s Site for the Term or as otherwise expressly agreed by the Manager.

9                   Indemnity

The Customer undertakes to the Manager that the Customer will, without prejudice to any other right of action which the Manager may have, at all times keep the Manager fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which the Manager may suffer or incur as a result of any Advertising, the infringement of any intellectual property rights of any third party, or by reason of any breach or non-fulfilment of any of the Customer’s obligations in respect of the Agreement.

10                 Confidential Information

10.1              Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.

10.2              Either party may disclose Confidential Information of the other party to those of its employees and agents (including professional advisers) who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.

10.3              Both parties agree to return all documents and other materials containing Confidential Information immediately upon completion of the Services.

10.4              The obligations of confidentiality under this Agreement do not extend to information that is in the public domain.

10.4              

11                 Data Protection

Each party undertakes to comply with its obligations under the Data Protection Act 1998.

12                 Third parties

Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Services is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

13                 Force Majeure

13.1              Except with respect to obligations to pay the Fees or other charges, "Force Majeure" means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, ceasing to be entitled to access the internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

13.2              If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.

13.3              As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.