Legal

GENERAL TERMS AND CONDITIONS OF CONTRACT

1. Definitions and Interpretation

1.1 In these terms and conditions, except where a different interpretation is clear from or necessary in the context, the following expressions shall have the following meanings:

“Advertisement Copy" means any poster or posters, or other advertising material, supplied to the Contractor and intended for display by the Contractor.

“Advertiser” means the person, firm, company or organization stated as the advertiser in the Order and Booking Confirmation such party being the party who wishes to display Advertisement Copy.

“Agent” means the person, firm, company or organization stated as the agent in the Order and Booking Confirmation, each Order and Booking Confirmation may contain multiple Agents.

“Airport Booking” means an Order and Booking Confirmation for a Site which is at an airport.

“Artwork” means the design or material to be used for the production of an Advertisement Copy such artwork to be provided in an accepted industry format and specification.

“Booking Confirmation” means the booking confirmation provided by the Contractor to the Agent and/or the Principal upon the acceptance of an Order and these terms and conditions shall be deemed to be incorporated and accepted in the contract arising from the booking confirmation.

“Contractor" means any company within the Primesight group of companies who accepts an Order for the Posting or display of Advertisement Copy and shall include the Contractor's successors in title and assigns.

“days” in the cancellation clause (clause 4) is calendar days not working days.

“Fees” means the fees and charges payable by the Principal to the Contractor as set out in the Booking Confirmation.

“In Charge Date" means the date from which Fees shall commence as specified in the Booking Confirmation.

"month" means a calendar month; “half month” means a half calendar month.

“Order" means an order given by an Agent or Principal to and accepted by the Contractor for the display of the Advertisement Copy.

“Posting Period” means the period in which an Advertisement Copy is displayed or posted as specified in the Booking Confirmation.

“Principal” means the person, firm, company or organisation (including their successors in title and assigns) stated as the principal in the Order and Booking Confirmation, who is the counterparty to the contract created by this agreement and which party is deemed to engage the services of the Agent on a principal/agent basis. The Principal may be the same party as the Advertiser or a separate advertising agency or person, firm, company or organisation to the Advertiser or Agent.

“Posting” means the posting or display of an Advertisement Copy by the Contractor and the date for Posting shall be determined in accordance with clause 3.

“Production Inclusive Orders” means orders where the Contractor is responsible for the production of the Advertisement Copy on behalf of a Principal as specified in the Booking Confirmation.

“Site” means each physical display unit at which the Advertisement Copy is to be displayed.

“VAT” means value added tax and any substituted or similar tax.

"working day" means from 9.30am – 5.30pm on a Monday to Friday (inclusive) except any Bank or Public Holiday.

1.2 In these terms and conditions (unless the context otherwise requires):-

1.2.1 obligations undertaken by a party which comprises more than one person shall be deemed to be made by them jointly and severally;

1.2.2 words importing persons includes firms, companies and bodies corporate and vice versa;

1.2.3 words importing the singular shall include the plural and vice versa;

1.2.4 words importing any one gender shall include either other gender;

1.2.5 the headings are for reference only and shall not affect construction;

1.2.6 reference to a clause is reference to a clause in these terms and conditions so numbered;

1.2.7 an obligation on either party to do something includes an obligation to procure it to be done on its behalf; and

1.2.8 references to liability include, where the context allows, claims, demands, proceedings, damages, losses, costs and expenses.

2. Acceptance of Terms and Conditions

2.1 Except in so far as they are:-

2.1.1 varied by the Contractor from time to time; or

2.1.2 inconsistent with special conditions specified in an Order and confirmed by the Contractor in the Booking Confirmation, these terms and conditions shall be deemed to be accepted by the Principal and incorporated in any contract arising from an Order and subsequent Booking Confirmation for the display of Advertisement Copy. No terms and conditions other than these terms and conditions shall be binding on the Contractor unless and until accepted in writing by the Contractor.

2.2 The Principal warrants and undertakes that he has full authority in relation to all matters connected with the placing of an Order for and on behalf of the Advertising, including, without limitation, that the Advertiser is fully aware of the warranties, obligations, representations, undertakings and agreements contained in these terms and conditions to the extent that they relate to the obligations of the Principal and Advertiser. The Principal shall use best endeavours to procure the Advertiser’s performance of the warranties, obligations, representations, undertakings and agreements contained in these terms and conditions including, without limitation, the payment of Fees.

2.3 Unless otherwise stated, the Principal is primarily responsible for the performance of the warranties, obligations, representations, undertakings and agreements contained in these terms and conditions including, without limitation, liability for the payment of Fees.

2.4 The Agent shall be deemed to have full authority in relation to all matters connected with the placing of an Order for and on behalf of a Principal including, without limitation, the approval or amendment of an Advertisement Copy and any Order placed or given by an Agent shall be binding on the Principal.

2.5 Every Order shall specify the name of the Principal. An Order may be confirmed by the Contractor by a Booking Confirmation, which in the case of line by line bookings shall include details of individual Sites booked. Orders may also be confirmed verbally by telephone.

2.6 Any Booking Confirmation issued by the Contractor in accordance with clause 2.6 shall be sent to the address specified on the Order or, if no address is specified then, the last known address or email address of the Agent and/or Principal and the service provisions under clause 11 shall apply.

2.7 The delivery of any Advertisement Copy shall not be deemed to have been made by the Agent and/or the Principal until the delivery requirements specified in clause 3 have been met.

3. Acceptance and Display of Advertisements

3.1 All Advertisement Copy shall be delivered by the Agent or Principal at the address or addresses specified by the Contractor not less than 5 working days before the commencement of the Posting Period specified in the Booking Confirmation or the In Charge Date whichever is the earlier

3.2 In the event of any Advertisement Copy being delivered after the aforesaid 5 working days then that Advertisement Copy shall be deemed delivered if the Agent or Principal so requests in writing and the Principal agrees to pay any additional charges specified by the Contractor.

3.3 All Advertisement Copy shall ordinarily be posted/displayed by the In Charge Date or within 5 working days of actual date of receipt by the Contractor, whichever is the later, or by such other reasonable period specified by the Contractor. In the event of late delivery of Advertisement Copy and subject to clause 3.2, the Contractor will use all reasonable endeavours to ensure that the Advertisement Copy is displayed as soon as reasonably possible after actual delivery. In accordance with clause 3.1, a part delivery of any Advertisement Copy shall be deemed to be no delivery for the purposes of this clause.

3.4 In the case of Production Inclusive Orders all Artwork must be delivered to the Contractor by the date specified by the Contractor such date being at least 14 days in advance of the Posting Period. The Contractor must also be in receipt of comprehensive Posting instructions from the Agent or Principal no later than the date of receipt of the Artwork.

3.5 The Contractor shall not be responsible for the late production or Posting of any Advertisement Copy in the event that relevant Artwork and/or comprehensive Posting instructions are not delivered in accordance with clause 3.4. In the event of late production and/or Posting of any Advertisement Copy arising from the Agent’s or Principal’s failure to comply with the obligations under clause 3.4 or any other obligations in these terms and conditions the Principal shall remain liable to pay all Fees due under any Order from the In Charge Date.

3.6 The Contractor shall be supplied with an adequate number of Advertisement Copy to complete any Posting under an Order plus an additional amount to enable the Contractor to maintain such Posting in good condition. This additional number of Advertisement Copy will always be at least 10% of the number of Sites booked or, where 9 or less Sites are booked, a minimum of 1 additional Advertisement Copy.

3.7 All paper Advertisement Copy shall be printed on good quality paper of a minimum weight of 105g/m² and the weight of the paper shall be printed on a lap edge of each Advertisement Copy. For backlight pvc skin the minimum weight shall be 520 g/m².

3.8 Where the Principal wishes to have one or more changes of display of Advertisement Copy during the Posting Period for the purposes of an advertising campaign, the Agent or Principal must make a request to the Contractor for any such change prior to or at the time of placing any Order. In the event of the Agent or Principal making any request for change of Advertisement Copy subsequent to the placement an Order the Contractor will only accept such a request if the Agent or Principal so requests in writing and the Principal agrees to pay any additional charges specified by the Contractor.

3.9 The Contractor reserves the right to amend the display impressions frequency and length at its discretion. The total time of digital impressions is guaranteed to satisfy the time purchased over the Posting Period.

3.10 The Contractor will only provide photographs of displayed Advertisement Copy at Sites if expressly agreed in the Booking Confirmation.

3.11 Any Advertisement Copy which is in the possession of the Contractor following use during a campaign or which is surplus to requirements shall be disposed of in such manner as the Contractor shall decide, unless agreed otherwise in the Booking Confirmation.

3.12 The Contractor reserves the right not to display Advertisement Copy or to remove a display of Advertisement Copy at any time if, in its absolute discretion, the Contractor believes the Order was placed at a Fee below the Contractors acceptable consideration due to any technical, administrative or human error whatsoever. In such event the Contractor shall have no liability to the Principal.

3.13 Any special conditions/requirements regarding the Posting of any Advertisement Copy or, in the case of Production Inclusive Orders, the production and/or Posting of any Advertisement Copy, for example, without limitation, where an Advertisement Copy will be posted or displayed on a fixed date for a fixed period, should be specified or proposed by the Agent or Principal prior to or at the time of placing any Order and full technical specification must be supplied to the Contractor at the same time that relevant Advertisement Copy or, in the case of Production Inclusive Orders, relevant Artwork is delivered to the Contractor.

3.14 The Contractor reserves the right to have final approval in relation to any special conditions/requirements specified or proposed by the Agent or Principal under clause 3.13 and only if the Contractor includes the special conditions or requirements in the Booking Confirmation does the Contractor agree to carry out the same subject to such special conditions/requirements being reasonable and subject to the Agent or Principal complying with clause 3.13 and other relevant provisions of these terms and conditions. In the event that the Contractor for whatever reason (including, without limitation, technical reasons and reasons relating to health and safety, planning control and damage to property) is unable to comply with any special conditions/requirements contained in the Booking Confirmation, the Contractor will credit all or part of the Fees paid by the Principal under the Booking Confirmation, as appropriate, on a pro-rata basis taking into account any costs already incurred by the Contractor as at the date of credit. The credit will be issued by way of refund of Fees paid or credit against future orders at the option of the Principal, such option to be confirmed by the Principal to the Contractor in writing.

3.15 In the case of line by line bookings, where specific Sites have been booked or identified in a Booking Confirmation, the Contractor reserves the right, without any liability whatsoever, to substitute any booked or identified Sites for other Sites of a similar quality in the same town or any neighboring town provided that notice is given by the Contractor at any time prior to the In Charge Date. The Contractor may exercise the right contained in this clause for any reason whatsoever including, without limitation, technical reasons and reasons relating to health and safety, planning control and damage to property.

3.16 The Agent or the Principal acting reasonably has the right to reject any substitute Site proposed by the Contractor under clause 3.15 if the Agent or the Principal does not reasonably approve of the substitute Site. Where the Contractor cannot secure a further substitute Site, the Contractor may at its sole discretion terminate the booking and cancel or amend the Booking Confirmation accordingly in relation to the original Site or Sites booked or identified in the Booking Confirmation without any liability whatsoever to the Principal or any other party.

3.17 In the event that any Posting is removed early for any reason whatsoever including, without limitation, technical reasons and reasons relating to health and safety, planning control and damage to property, the Contractor may at its sole discretion endeavour to find a substitute Site or, alternatively, the Contractor may at its sole discretion cancel the relevant Order and Booking Confirmation without any liability whatsoever to the Principal or any other party and the Contractor will credit the Fees paid by the Principal under the Booking Confirmation, as appropriate, on a pro-rata basis taking into account any costs already incurred by the Contractor and the costs of dismantling the relevant Posting and any other costs incurred by the Contractor in connection with the relevant Posting and Advertisement Copy. The credit will be issued by way of refund of Fees paid or credit against future orders at the option of the Principal, such option to be confirmed by the Principal to the Contractor in writing.

3.18 Any complaints by the Agent or Principal regarding a Posting must be notified immediately to the Contractor. Any complaints not registered with the Contractor within 3 working days of any Posting will be disregarded by the Contractor.

3.19 In relation to digital displays the parties acknowledge and agree that the Contractor may in its sole discretion make available its delivery network which the Principal or Agent on the Principal’s behalf may use to co-ordinate the display of digital advertising. The Principal and Agent each acknowledge and agree that any use of the digital network shall be subject to the terms of any network access agreement as made available by the Contractor from time to time. Use of the digital network by the Principal and/or Agent (as applicable) is deemed to signify the relevant party’s assent and agreement to be bound by the terms of the then current network access agreement. The parties further acknowledge and agree that the Contractor cannot guarantee the consistency of the delivery network. The Contractor shall not be liable for any downtime, howsoever caused, nor shall the Contractor be liable for any loss or costs or reputational damage suffered by the Principal as a result of: (i) any failure to deliver and/or display the images in the time or for the time or frequency stipulated in the Booking Confirmation; or (ii) any use of the digital network by the Principal and/or Agent (as applicable) which results in such a failure to deliver and/or display the images.

3.20 The Contractor may by written notice assign an Order in the event that rights for the Site to which the Order relates have been transferred or acquired by a third party. This is subject to the third party accepting the benefit and the burden of this Order.

4. Cancellation and Termination of an Order

4.1 Subject to Clause 4.3 and where the parties are not creating an Airport Booking, an Order and Booking Confirmation may be cancelled, with no Fee due prior to an In Charge Date by either the Contractor or Agent/Principal giving to the other at least 90 days’ notice of cancellation in writing, sent by recorded delivery to the Contractor’s registered office marked for the attention of the Managing Director, and such notice of cancellation shall stipulate the reason for cancellation. For the avoidance of doubt, any notice of cancellation served pursuant to this clause must not expire later than the relevant In Charge Date. The Contractor and the Agent/Principal acknowledge that this termination provision cannot be exercised by them solely to enable them to contract with another party in relation to the same Site or Advertisement Copy.

4.2 Subject to Clause 4.3 and where the parties are not creating an Airport Booking, the Contractor may accept a notice of cancellation given by the Agent or Principal under clause 4.1 on less than 90 days’ notice on the condition that payment is made by the Principal of the following applicable percentage of the total Fees due under the Booking Confirmation, namely:

  • 15% if less than 90 days but 75 or more days’ notice prior to the In Charge date is given
  • 30% if less than 75 days but 60 or more days’ notice prior to the In Charge date is given
  • 40% if less than 60 days but 45 or more days’ notice prior to the In Charge date is given
  • 70% if less than 45 days but 30 or more days’ notice prior to the In Charge date is given
  • 90% if less than 30 days’ notice prior to the In Charge date is given.

4.3 Where this is not an Airport Booking and the Posting Period arising from a Booking Confirmation is 6 months or more, the contract may be terminated by either the Contractor or Agent/Principal giving to the other at least 6 months’ notice of termination in writing at any time, sent by recorded delivery to the Contractor’s registered office marked for the attention of the Managing Director, and such notice of cancellation shall stipulate the reason for cancellation. If the notice of termination expires at any time following the In Charge Date the Principal agrees to pay 100% of the total Fees due under the Booking Confirmation calculated on a pro rata basis for the remainder of the notice period following the In Charge Date. By way of example only:

  • If notice to terminate is provided 7 months prior to the In Charge Date, no Fee will be payable.
  • If notice to terminate is provided on the In Charge Date, the Principal will be required to pay 6 months’ worth of the total Fees due, calculated on a pro-rata basis. If the Posting Period is 12 months, 50% of the total Fees would therefore be payable.
  • If notice to terminate is provided 3 months prior to the In Charge Date, the Principal will be required to pay 3 months’ worth of the total Fees due, calculated on a pro-rata basis. 3 months being the notice period which takes place following the In Charge Date. If the Posting Period is 12 months, 25% of the total Fee due would be payable.

4.4 Where this is an Airport Booking:

4.4.1 an Order and Booking Confirmation may be cancelled by giving notice of cancellation in writing, sent by recorded delivery to the Contractor’s registered office marked for the attention of the Managing Director;

4.4.2 upon notification of cancellation, the total Fees due under the Booking Confirmation for the full term of the advertising contract will be charged;

4.4.3 upon receipt of the cancellation notice, the Contractor will send a cancellation invoice for the full term of the advertising contract, by recorded delivery;

4.4.4 in the event of a partially or fully Production Inclusive Order being cancelled, a cancellation fee equivalent to the full production cost (as determined by the Contractor and notified to the Principal in the Booking Confirmation), will be invoiced;

4.4.5 on production only orders, any outstanding production monies owed to the Contractor by the Principal at the time of cancellation will be invoiced;

4.4.6 upon cancellation of the Order it is up to the discretion of the Contractor whether to affix or leave in place or remove the relevant posters unless otherwise specifically requested in writing by the Principal at the time of cancellation;

4.4.7 in order to return the Site back to their original condition before the Advertising Copy was affixed or painted, reasonable charge will be made by the Contractor to the Principal to be paid immediately upon notification;

4.4.8 the cancellation charges set out in this clause 4.4 apply immediately upon receipt of a Booking Confirmation by the Principal irrespective of adverts being displayed; and

4.4.9 any invoices issued under this clause 4.4 must be paid within 14 days of receipt. If payment is not received by the Contractor from the Agent or Principal (as applicable) within 14 days, the Contractor shall have the right to charge interest in accordance with clause 5.7, below.

4.5 Following cancellation of an Airport Booking:

4.5.1 any cancellation and payment of Fees due shall be without prejudice to any other right of action or remedy which the Contractor may have under these terms and conditions or at law;

4.5.2 the parties confirm that the payment of Fees is reasonable and proportionate to protect Contractor’s legitimate interest in securing the booking;

4.5.3 in the event of cancellation under clause 4.4, the Contractor may continue to display any Advertisement Copy and may enter into any agreements with third parties as considered appropriate to secure payment for continuing such display; and

4.5.4 in the event of a termination by the Contractor in accordance with clause 4.6 the Contractor shall be entitled to be paid by the Principal the full rate for the Sites in question up to and until the time at which the display is discontinued together with any other Fees due and owing by the Principal to the Contractor but the Contractor shall not be liable to pay any damages losses or expenses to the Principal as a result or in respect of such suspension, variation or cancellation.

4.6 In the case of Airport Bookings, the Site owner may at any time, in its absolute discretion, require the display of Advertisement Copy at his Site to be pre-approved or interrupted or discontinued. The Principal acknowledges that if the Site owner requires the same then the Contractor may cancel the Order or Booking Confirmation whether wholly or in part notwithstanding anything therein contained. In the event of such cancellation, the Contractor’s liability is limited as outlined in clause 4.5.4 above.

5. Accounts

5.1 Invoices shall be sent to the Principal and/or the Agent as appropriate. In the case of the latter, the invoice shall state the name of the Agent followed by the words 'acting as agent for' and shall then state the name of the Principal.

5.2 The Principal and/or the Agent, as appropriate, shall be sent a monthly statement of account by the Contractor.

5.3 Invoices for any Posting will be raised in the first week of the Posting Period and will include all Fees for the following 28 days.

5.4 In the case of any Posting Period being longer than 28 days, further invoices will be raised every 28 days following the date of the first invoice including all Fees for the following 28 days, as necessary.

5.5 Payment of invoices shall be due 30 days from the invoice date, unless otherwise agreed.

5.6 In the case of Production Inclusive Orders, invoices relating to the costs of production of any Advertisement Copy shall be raised when an Order has been accepted by the Contractor as confirmed by a Booking Confirmation. Payment terms relating to productions costs will be agreed between the parties and included within the Booking Confirmation.

5.7 If payment in not received from the Agent or Principal by the Contractor in accordance with the relevant provisions of these terms and conditions the Contractor shall have the right to charge interest at the rate of 2% on any outstanding amount such interest to accrue monthly until the outstanding amount is paid.

5.8 In the event of the Agent’s or Principal’s failure to comply with any of the provisions of this clause 5 and the other provisions of these terms and conditions relating to payment, the Contractor reserves the right by notice in writing (in accordance with clause 11) at any time to require any future invoices to be dealt with in accordance with clause 5.9.

5.9 Where so stipulated by the Contractor at the time of accepting any Order by way of a Booking Confirmation or at any other time, accounts shall be paid no later than 10 working days before the In Charge Date. In default of payment the Contractor shall be entitled, without prejudice to its other remedies for breach of contract, to refuse to perform the Order/Booking Confirmation.

6. Warranties, Liability and Indemnity

6.1 The Contractor accepts full responsibility for compliance with statutory and other legal requirements so far as concerns the use and maintenance of any Site for the display of any Advertisement Copy under an Order/Booking Confirmation.

6.2 Each of the Agent and Principal warrants and undertakes that:-

6.2.1 all Artwork and Advertisement Copy will comply with all statutory and other legal requirements and codes, including but not limited to the UK Code of non-broadcast Advertising, Sales and Direct & Promotional Marketing (commonly referred to as the CAP Code);

6.2.2 it will be responsible for obtaining and paying for all necessary licenses and consents for the display of any advertising or copyright material contained in any Advertisement Copy or the appearance of any person in any Advertisement Copy;

6.2.3 no Artwork or Advertisement Copy will breach the copyright or other rights of or be defamatory of any third party; and

6.2.4 it will keep the Contractor indemnified in respect of any liability of any kind for matters of any kind whatsoever incurred by the Contractor arising from breach of the above warranties, any act or omission of the Agent or Principal arising out of or connected with the performance of the liabilities and obligations contained in these terms and conditions.

6.3 The Contractor shall have the right to see details of any proposed Artwork or Advertisement Copy prior to commitment of production or Posting of any proposed Advertisement Copy and the Contractor has the right to refuse the production or Posting of any proposed Advertisement Copy:-

6.3.1 which does not comply in all respects with the Agent’s and Principal's warranties and undertakings set out above; or

6.3.2 which differs in any respect from any Advertisement Copy specified in any Order at the time of booking; or

6.3.3 that is subsequently changed without the prior approval of the Contractor; or

6.3.4 where it has to be approved by any landlord or owner of any Site and where such landlord or owner does not approve it.

6.4 The Contractor accepts no liability whatsoever for any non-performance of the contract arising from a Booking Confirmation or loss or damage arising from the delay, suspension, variation or cancellation of any Posting due to any act, event or circumstance beyond the Contractor’s control including, without limitation, war, industrial actions, floods or act of God, fire, inclement weather, legal restrictions, malicious or accidental damage.

6.5 In the event of any suspension or cancellation of any Booking Confirmation due to any reason beyond the Contractor's control including, without limitation, due to the force majeure events indicated in clause 6.4, the Contractor shall be entitled to be paid the Fees specified in the Booking Confirmation on a pro rata basis up until the date of the suspension or cancellation of the Booking Confirmation, such date to be confirmed by the Contractor, together with any other monies due and owing to the Contractor by the Principal.

6.6 Should damage occur to any Artwork or Advertisement Copy whilst in the Contractor’s possession due to any reason beyond the Contractor's control including, without limitation, due to the force majeure events indicated in clause 6.4 the Contractor shall not be held liable to replace any such Artwork or Advertisement Copy.

6.7 Except as expressly prescribed in these terms and conditions the Contractor shall not be liable to the Principal or any other party in respect of any liability of any kind (for matters of any kind whatsoever (including without limitation costs, expenses, losses, damages, compensation, penalties, fees and disbursements) howsoever caused.

7. Credit Claims for Damaged, Incorrect or Non-Display

7.1 Except as expressly prescribed in these terms and conditions the Principal shall not be entitled to a credit or refund from the Contractor under any Order/Booking Confirmation. In so far as the Principal is entitled to a credit or refund under any provisions of these terms and conditions, the Principal’s entitlement is conditional upon prior compliance with these terms and conditions including, without limitation, the requirements under clause 3.

7.2 Subject to the relevant provisions of these terms and conditions, all claims for a credit or refund shall be submitted to the Contractor promptly upon knowledge of the relevant defect by the Agent or Principal together with sufficient information to enable the Contractor to consider the claim. The Contractor shall not be required to consider any claim for a credit or refund that does not comply with the provisions of this clause or other relevant provisions of these terms and conditions.

7.3 The Contractor shall not be liable to give a credit or refund in respect of any defect, fault or damage to any Posting or the incorrect or non-display of any Advertisement Copy due to any reason beyond the Contractor's control including, without limitation, due to the force majeure events indicated in clause 6.4 or if any such defect, fault, damage, incorrect or non-display is remedied within 3 working days of due notification by the Agent or Principal provided the Contractor has sufficient Advertisement Copy in stock as per clause 3.6.

7.4 When the Contractor supplies an overshow by way of provision of surplus/additional Sites, using the additional Advertisement Copy, than have been purchased through the Order/Booking Confirmation, then any errors agreed by the Contractor will be offset by the number of overshows. Any errors still outstanding following this netting off may be credited or refunded pro rata to the original advertising campaign provided by the Contractor.

7.5 If a Contractor has 50 or less Sites booked for an advertising campaign under any Order/Booking Confirmation then any credit or refund agreed by the Contractor in relation to those Sites in accordance with the foregoing provisions will be issued on a one for one basis for every error identified.

7.6 When a Contractor has more than 50 Sites booked under any Order/ Booking Confirmation then the Principal or Agent will be entitled to carry out a random and geographically weighted sample to identify any errors in the Posting as follows:

Number of SitesPercentage of Sites to be included in sample
51-15050%
150+25%

Any credit or refund agreed by the Contractor under this clause 7.6 in accordance with the foregoing provisions will be issued on a pro rata basis using the results of the sample.

7.7 With reference to clauses 7.4 to 7.5 (inclusive) the credit will be issued by way of refund of Fees paid or credit against future orders at the option of the Principal, such option to be confirmed by the Principal to the Contractor in writing. The credit or refund will be proportional to the length of time for which the error was occurring. By way of illustration only, if a single Site was booked for one week then the Principal would be entitled to a credit of one seventh of the Fee for each day that the error was occurring.

8. Bankruptcy etc.

If the Agent or Principal shall become bankrupt or commit an act of bankruptcy or make any assignment for the benefit of his creditors or enter into any arrangement with its creditors or being a company shall become insolvent or commit any act of insolvency or if any petition for the winding up or administration of the company is presented or if any other step is taken for the purposes of the appointment of an administrator or an administrative receiver of the company or if any steps are taken or negotiations commenced by the company or by any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the company and its creditors or the Agent or Principal ceases or in the Contractor’s reasonable opinion threatens to cease to carry on business or if any monies to be paid by the Principal to the Contractor shall be in arrears for 30 days or if there should be any breach by the Agent or Principal of any of these terms and conditions then it shall be lawful for the Contractor by notice in writing to the Agent and/or Principal (in accordance with clause 11) to terminate the contract arising from any Order/Booking Confirmation forthwith without prejudice to any right of action or remedy of the Contractor then subsisting.

9. VAT

The Principal shall pay any applicable VAT (or other sales tax) in respect of any sums due under the contract arising from any Order/Booking Confirmation at the rate and in the manner from time to time prescribed by law, subject to receiving an appropriate VAT (or other sales tax) invoice from the Contractor.

10. Confidentiality

10.1 Neither the Contractor or the Agent/Principal shall disclose without the written consent of the other party any information relating to the provisions of any Order or Booking Confirmation except to such extent as may be necessary in order to comply with any lawful requirement of any interested authority or regulatory body.

10.2 The Contractor reserves the right to use the name of the Advertiser, Agent or Principal, any Advertisement Copy, Artwork or evidence of Posting for printing proofs, sales, marketing and business development purposes provided that the Agent or the Principal, as the case may be, has not expressly prohibited this.

11. Notices

All notices and communications shall be in writing and shall be sufficiently served if sent by email, facsimile or prepaid first class post, recorded delivery or special delivery to the Agent and/or the Principal, as appropriate, at their last known address and to the Contractor at its address stated in the Booking Confirmation. Notices and communications sent by facsimile or email shall be deemed to be served on the date of successful transmission of the message or on the following working day if the successful transmission of the fax is after 4.30 pm or on a non-working day, and the date of delivery of notices and communications if sent by prepaid first class post, recorded delivery or special delivery shall be deemed to be the second working day following the day of Posting.

12. Entire Agreement

These terms and conditions supersede all prior agreements and undertakings (whether oral or written) between the parties and constitutes the entire agreement between the parties relating to any Order/Booking Confirmation. Each party acknowledges that it has entered into the contract arising from any Order/Booking Confirmation in reliance only on the representations, warranties and promises expressly contained in these terms and conditions. Save as expressly set out in any Booking Confirmation or these terms and conditions, each party disclaims any further representations (save fraudulent misrepresentations), warranties, conditions or other terms, express or implied.

13. No Joint Venture or Partnership

Nothing in any Order or Booking Confirmation or these terms and conditions shall create, or be deemed to create, a partnership, joint venture or relationship of principal and agent between the Agent/Principal or any other party and the Contractor.

14. Waiver

No failure on the part of the Contractor to exercise or to enforce any right given to it by these terms or conditions or at law or any custom or practice of the parties at variance with these terms and conditions shall constitute a waiver of the Contractor’s rights or operate so as to prevent the exercise or enforcement of any such right at any time.

15. Severability

If any provision of these terms and conditions is held to be invalid or unenforceable, in whole or in part, that provision or part shall to that extent be deemed not to form part of these terms and conditions. However, the validity and enforceability of the remainder of these terms and conditions shall not be affected.

16. Third Parties

A person who is not a party to the contract arising from any Order/Booking Confirmation will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 except to the extent that any provisions of these terms and conditions expressly provide to the contrary. For the avoidance of doubt, the Principal is acting as agent for the Advertiser. Therefore, the Advertiser is bound by these terms and conditions. In the event that the Principal has failed to pay the Fees within 90 days of their due date, following 7 days’ written notice to the Principal, the Contractor reserves the right to seek payment of the outstanding Fees from the Advertiser.

17. Jurisdiction

These terms and conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts unless the Contractor's registered office is in Scotland, in which case Scottish law shall apply, or unless varied by agreement between the parties.

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