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Marathonrally.com
Advertising Conditions |
1. Definitions
1.1 "Advertiser"
means
a person, firm or company whose products, goods or services are
the subject matter of the Advertising Copy.
1.2 "Advertising Copy"
means
any advertising material proposed to be included in any advertisement
to be transmitted by marathonrally.com on the Website.
1.3 "Agency"
means a person,
firm or company whose business involves the selection and purchase
of advertising space or time for persons wishing to advertise
and will be jointly and severally responsible with the Advertiser
for payment of accounts.
1.4 "Agreement"
means the agreement comprising these terms and conditions
and the Deal Memo.
1.5 "marathonrally.com"
means "Marathonrally.com Hansy & Joern Schekahn,
Vogelherdstr. 6, 90419 Nuremberg, Germany".
1.6 "Client"
means the Advertiser
and the Agency jointly and severally or, if there is no agency,
the Advertiser.
1.7 "Codes"
marathonrally.com's advertising standards and guidelines
for the Website and any codes, guidelines, rules or regulations
regarding satellite television or the internet, advertising standards
or practice issued by regulatory or governmental authorities
in those countries and territories within the Territory as may
from time to time be in force during the term of the Agreement.
1.8 "Delivery Materials"
means the Advertising Copy and any other materials
specified in the Technical Requirements.
1.9 "Deal Memo"
means the
deal memo to which these terms and conditions are attached.
1.10 "Page"
means
any page on the Website.
1.11
"Rate Card"
means the marathonrally.com
advertising rate card and "current Rate Card" means
the marathonrally.com rate card incorporating any changes in
payments and/or charges and/or terms issued by marathonrally.com
from time to time.
1.12 "Technical
Requirements"
means those technical requirements issued by marathonrally.com
from time to time regarding the form of and specifications for
the Delivery Materials for transmission on the Website.
1.13 "Territory"
means the
website region specified in the Deal Memo.
1.14 "Transmit" or "Transmission"
the sending of the advertisement over the internet
from the server used for the Website.
1.15
"Website"
means marathonrally.com's
website offering news and information and which is located at
http://www.marathonrally.com.
1.16
"working day"
means Monday to Friday
inclusive each week except any bank or public holidays within
the United Kingdom.
2. Advertising agencies and commission
An agency commission of 15% (or such
other percentage as may be designated by marathonrally.com) will
be paid by marathonrally.com to the Agency by way of a discount
on the rates specified in the Rate Card (excluding any surcharge
for late payment or late submission of Advertising Copy).
3. Terms
and conditions
By entering
into the Agreement with marathonrally.com, the Advertiser and
the Agency, jointly and severally, agree to be bound by the terms
and conditions of the Agreement and any additional conditions
set out in any sales circular or special advertising package
or scheme for the time being relating to the Website.
4. Approval of advertising
copy
1. 4.1 All Advertising
Copy must be submitted to marathonrally.com for its prior approval
in accordance with such procedures and on such terms as may be
established by marathonrally.com and notified to the Client from
time to time. Any approval given in respect of any element of
the Advertising Copy or part of the production process shall
be without prejudice to marathonrally.com’s right to withhold
approval of any other element or part. If marathonrally.com does
not approve the Advertising Copy it shall notify the Client of
the reasons for such disapproval and the Client must resubmit
a new version of the Advertising Copy for approval.
2. 4.2 Advertisements will only be transmitted if
they are approved by marathonrally.com and satisfy its technical
requirements. All Advertising Copy will require BACC approval
unless marathonrally.com deems such approval unnecessary and
gives the Client notice to this effect.
3.
4.3 marathonrally.com reserves the right to refuse advertisements
containing reference to more than one product.
4. 4.4 Advertising Copy or changes in transmission
instructions accepted at the absolute discretion of marathonrally.com
less than 5 clear working days before the first intended transmission
date shall be subject to a surcharge of 250 Euro per Advertising
Copy.
5. 4.5 If marathonrally.com
decides that the Advertising Copy is unsuitable, marathonrally.com
shall notify the Agency or the Advertiser (as applicable) which
must supply alternative Advertising Copy as soon as possible
and in any event no later than 5 clear working days prior to
the first intended transmission date.
6.
4.6 Acceptance of alternative Advertising Copy on shorter notice
is at the discretion of marathonrally.com, and shall incur a
surcharge of £250 per Advertising Copy. If alternative
Advertising Copy is not supplied or is not accepted by marathonrally.com,
the Client is still liable to pay in full the charges applicable
to the advertising time booked.
5. Delivery of materials and liability
1. 5.1 The Delivery Materials must
be delivered by the Client at its sole risk and expense to such
office as marathonrally.com designates not less than 15 working
days before the date of intended transmission.
2. 5.2 marathonrally.com is under no obligation to
accept Delivery Materials delivered late. Delivery is deemed
to occur only once the Technical Requirements have been met and
the relevant transmission instructions are given by the Client
to and accepted by marathonrally.com.
3.
5.3 In no event shall marathonrally.com be liable for any delay
in delivery, loss or damage to any of the Delivery Materials.
Unless otherwise agreed in writing, all Delivery Materials will
be destroyed by marathonrally.com without reference to the Client
if not transmitted for a period of 6 months. Return of Delivery
Materials will only occur at the request and expense of the Client.
4. 5.4 If the Client fails to deliver
the Delivery Materials in accordance with these conditions it
will remain liable to pay in full the charges applicable to the
transmission of the advertisements to which the Delivery Materials
relate, whether or not any advertisement is transmitted.
6. Transmission
1. 6.1 marathonrally.com does not
guarantee that the times, Pages and/or dates of transmission
booked by the Client will be adhered to. However, if an advertisement
is not transmitted on the Page and on the day and at the time
booked by the Client, marathonrally.com will endeavour to offer
to transmit on another Page and/or date and time. marathonrally.com
will not be liable to the Client or any third party for any claim
for any loss, damage or costs in respect of non-transmission.
2. 6.2 marathonrally.com shall incur
no liability whatsoever for any failure to transmit all or any
part of any advertisement to any particular country or part of
any particular country within the Territory for any reason whatsoever,
or for any error in any advertisement transmitted.
3. 6.3 Transmission of Advertising Copy for all purposes
under the Agreement shall be conclusively evidenced to have taken
place if marathonrally.com's Website log so records that transmission
has taken place.
4. 6.4 marathonrally.com
reserves the right in its absolute discretion to do any act or
thing, including without limitation fading, editing or cutting,
in respect of any advertisement or part thereof which marathonrally.com
determines in its sole discretion contains unsuitable material.
marathonrally.com shall not incur any liability to the Client
or to any third party nor shall any of them have any claim whatsoever
against marathonrally.com for damages or otherwise in respect
of any alteration of such advertisement or part thereof, but
the Client shall remain liable to marathonrally.com for the charges
payable under the Agreement for advertisements which are so altered
or not transmitted. marathonrally.com reserves the right to restrict
or to refuse any repeat transmission of such advertisement.
7. Cancellations
1. 7.1 Subject to the provisions
of clause 11, any booking may be cancelled by either party provided
that notice in writing is received and acknowledged by the other
party no less than 12 weeks before the first intended transmission
date. Cancellation or postponement requests for campaigns made
within 12 weeks of the first intended transmission date shall
only be considered and accepted by marathonrally.com in its absolute
discretion and subject to the following cancellation or postponement
charges:
Greater than 6 weeks
20%
6-4 weeks 35%
4-2 weeks 50%
Less than 2 weeks 100%
2.
7.2 These cancellation charges apply to the value of the advertising
space booked at the time of the cancellation request. For the
purposes of this clause 7, advertisements shall have the cancellation
charge applied to those spaces that have been allotted at the
time of receipt of notification in writing of the cancellation;
the level of charge applying to each space being in accordance
with the allotting of that space, pro rata to the total package
price. Unless a booking is cancelled in accordance with the Agreement,
a Client that fails to deliver Advertising Copy in accordance
with clause 4 will remain liable to pay in full for the advertisements
relating to the Advertising Copy whether or not any Advertising
Copy is transmitted. marathonrally.com reserves the right to
retain all expenditure for any cancelled campaign and to re-book
the advertising space during a mutually agreed period.
3. 7.3 Any postponement of an online campaign for
which a Client has pre-paid must be recommitted at the time of
postponement to a time not more than 6 calendar months after
the first intended transmission date. Any postponed online campaign
not recommitted within 6 calendar months of the first intended
transmission date shall be subject to a cancellation charges
of 100% which will apply to the entire an online campaign.
4. 7.4 Any postponement of an online
campaign for which a Client has not pre-paid or an online campaign
which is subject to any significant amendment shall be at marathonrally.com’s
sole discretion and on terms to be agreed. Any acceptance of
such postponement or alteration shall require immediate pre-payment
of the relevant online campaign.
8. Accounts
1.
8.1 The Client shall pay marathonrally.com the charges for the
advertising appearing on the Website in accordance with the Rate
Card and the Agreement.
2. 8.2
marathonrally.com shall render monthly invoices to the Client
for all sums due to marathonrally.com pursuant to the Agreement.
3. 8.3 The Client must pay all invoices
in full by the Client within 30 days from the date of the invoice
or within such other period as is agreed between marathonrally.com
and the Client. If the Client fails to pay by the due date, marathonrally.com
shall without prejudice to its other rights be entitled to refuse
to transmit any further advertising for the Client.
4. 8.4 In the event that marathonrally.com elects
to transmit an advertisement and payment has not been received
by the due date, marathonrally.com may charge the Client interest
at the rate of 4% per annum above the base rate for the time
being in force at the Dresdner Bank Germany and such interest
shall be calculated on a daily basis from the date such sums
become due until they are paid.
5.
8.5 Any discounts or rebates offered by marathonrally.com shall
only be available to the Client based on its own expenditure,
and expenditure by a parent, associate or subsidiary company
will only be taken into account by marathonrally.com in determining
whether a discount or rebate has been earned in its absolute
discretion.
6. 8.6 The Client
shall promptly notify marathonrally.com of any inability to pay
its debts or any default which has occurred or is likely to occur
in the payment of its debts and of any proposed arrangement or
compromise to be made in relation to all or any of its creditors.
9. Warranties
and indemnities
Each of the
Advertiser and the Agency warrants, represents and undertakes
to marathonrally.com that:
1.
9.1 the Advertising Copy will not infringe the copyright or other
rights of or be defamatory to any third party;
2. 9.2 it has obtained and paid for all necessary
consents, licences, and permissions for the transmission of the
Advertising Copy;
3. 9.3 the Advertising
Copy and the Delivery Materials comply with all applicable laws,
ordinances, rules and regulations including without limitation
the Technical Requirements and the Codes;
4. 9.4 it has taken all necessary steps to ensure
that nothing is contained in the Advertising Copy which may make
its transmission illegal or actionable for any reason in any
or all of the Territory;
5. 9.5
it will fully indemnify and keep marathonrally.com fully indemnified
against all actions, proceedings, costs, damages, expenses, penalties,
claims, demands and liabilities howsoever arising from any breach
of the Advertiser’s or the Agency’s warranties, obligations
or agreements contained in the Agreement or in any manner whatsoever
arising out of the use, recording, transmission or broadcasting
of any Advertising Copy or Delivery Materials supplied by or
transmitted for the Client.
10. marathonrally.com's right to take copy of
advertisement
The Client grants
marathonrally.com the right to make recordings and copies of
the Client's advertisements for marathonrally.com's archives
and to enable marathonrally.com to submit a copy of the same
to any relevant authority in order to comply with the Codes.
11. Change
of rates and conditions
While
every endeavour will be made to give 7 days advance notice of
any changes of rates and terms and conditions, marathonrally.com
reserves the right to make such changes on shorter notice. In
the event of any such change, the rates payable and the terms
and conditions applicable shall be those in force at the time
of transmission, but the Client may (by serving written notice
on marathonrally.com within one week of receiving notice of such
a change) cancel any booking or part of a booking to which the
change of rates (if increased) or terms and conditions would
otherwise be applicable.
12. Termination by marathonrally.com
1. 12.1 marathonrally.com may terminate the Agreement
at any time by giving 7 days written notice to the Advertiser
and the Agency in the event that:
1.
the Advertiser or the Agency commits any breach of the terms
and conditions of the Agreement; or
2.
any material step is taken by the Advertiser or the Agency with
a view to it ceasing to carry on business, or going or being
put into receivership, administrative receivership, administration,
bankruptcy, liquidation or any equivalent process in any relevant
jurisdiction.
2. 12.2 Upon termination
of the Agreement the mutual obligations of the parties shall
cease save that the Client shall continue to be liable to pay
monies due to marathonrally.com prior to the date of termination.
Any termination under this clause shall be without prejudice
to marathonrally.com’s other rights and/or remedies.
13. Website
content
1. 13.1 Website content,
its presentation and the space to be occupied by such content
shall be determined by marathonrally.com in its sole discretion
and marathonrally.com shall not be liable for any failure to
transmit any content.
2. 13.2
marathonrally.com reserves the right for whatever reason to cease
or interrupt transmission of the Website without prior notice
to the Client.
14. Interpretation
Words
and phrases used in these conditions will, where the context
allows, have the meanings ascribed them by the Agreement and/or
the Rate Card. The Agreement together with the Rate Card contains
the entire agreement between marathonrally.com and the Advertiser
and the Agency subject as specified to the contrary herein and
to the exclusion of any other written and/or verbal representations
and statements.
15. Right to assign
marathonrally.com
reserves the right at any time to assign the Agreement to any
company, firm or person whatsoever. The Agreement is personal
to and may not be assigned by the Advertiser or the Agency without
marathonrally.com’s prior written consent.
16. Force Majeure
marathonrally.com shall not be liable for any breach
of the Agreement caused by fire, lightning, explosion, flood,
hurricane, Act of God, inclement weather, precipitation, war,
civil disorder, strikes, lock-out or trade disputes, delays in
transport, communication line or microwave link failures, server
failures, ground segment or uplink facility or other equipment
failures, or for any other reason whatsoever beyond the control
of marathonrally.com (an "Event of Force Majeure").
If an Event of Force Majeure prevents, restricts or curtails
the transmission of Advertising Copy in accordance with the terms
of the Agreement, marathonrally.com may in its sole discretion
terminate the Agreement with immediate effect, or suspend the
Agreement until the Event of Force Majeure ends and then transmit
such Advertising Copy at such other times and on such other dates
as it shall in its sole discretion determine. During any period
of suspension of transmission, all other terms of the Agreement
(including the Client’s obligation to pay for prior transmissions)
remain in full force and effect. If marathonrally.com terminates
the Agreement under this clause, the mutual obligations of the
parties shall cease save that the Client shall continue to be
liable to pay monies due to marathonrally.com prior to the date
of termination.
17. Waiver
No
waiver of any of the terms of the Agreement by marathonrally.com
shall be binding unless the waiver is in writing and signed by
a duly authorised representative on behalf of marathonrally.com.
18. Applicable
law
The Agreement shall be
construed in accordance with German law and the parties submit
to the exclusive jurisdiction of the German courts.
19. Authority of agent
The Agent warrants to marathonrally.com
that it has the authority to enter into the Agreement on behalf
of the Advertiser, and that the Agreement will be binding upon
the Advertiser. The Agent indemnifies marathonrally.com against
any loss, damage or liability it may suffer as a result of a
breach of this warranty.
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