TERMS AND CONDITIONS FOR ADVERTISERS
1. General
1.1 All Advertisements accepted for publication by VAN REVIEWER in any of its print or online publications are accepted subject to these terms and conditions. Any other conditions proposed by the Buyer shall be void unless accepted by VAN REVIEWER in writing. Advertisers are reminded of their legal obligations under the Equality Act 2010. Further information is available on the Equality and Human Rights Commission site.
1.2 In these conditions:
advertisements;
1.3 All Advertisements are accepted subject to space being available in the Medium.
1.4 VAN REVIEWER reserves the right to cancel any order without liability in the event of becoming aware of any meetings of creditors, bankruptcy, liquidation proceedings, the appointment of a receiver or administrative receiver over the whole or substantial part of the Buyer’s assets, or any indication whatsoever of financial difficulties.
1.5 These conditions and all other express terms of the contract between VAN REVIEWER and the Buyer shall be governed and construed in accordance with the Laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
1.6 The Buyer agrees at all times in its conduct of business with or on behalf of VAN REVIEWER to strictly comply with all applicable laws, ordinances, codes, regulations, standards and judicial and administrative orders (jointly “Applicable Laws”) relevant to its duties, obligations and performance including, without limitation, Applicable Laws related to bribery such as the United States Foreign Corrupt Practice Act and the UK Bribery Act and those enforced in the country where the Buyer is resident or conducts its business.
1.7 The Buyer and its officers, directors, employees and agents shall engage only in legitimate business and ethical practices in commercial operations and in relation to its dealings with any employee or official of a government agency or any other government owned, operated or controlled entity (including, without limitation, state run universities, hospitals and libraries), or political parties or candidates (jointly “Government Official”). Neither the Buyer nor any of its officers, directors, employees or agents shall pay, offer, give, promise or authorize the payment, directly or indirectly, of any monies or anything of value to any commercial contact or Government Official for the purpose or intent to induce such person to use his/her authority to help the Buyer, VAN REVIEWER, and/or any affiliate of VAN REVIEWER for personal gain or for that of the VAN REVIEWER or its affiliates (any such act, a “Prohibited Payment”). A Prohibited Payment does not include a payment of reasonable and bona fide expenditures, such as travel or lodging expenses, which are directly related to the promotion, demonstration or explanation of products or services or the execution or performance of a contract, provided that such payments are permissible under Applicable Laws.
1.8 The Buyer further agrees not to accept any payment or other benefit in money or in kind from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted by or on behalf of VAN REVIEWER.
2. Buyer to contract as Principal
The Buyer warrants that the Buyer contracts with VAN REVIEWER as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity. Where the Buyer is the Advertiser’s advertising agency, the Buyer warrants that it is authorised by the Advertiser to place the Advertisement with VAN REVIEWER.
3. Delivery and ownership of materials
3.1 Materials delivered must conform to VAN REVIEWER’s specifications. VAN REVIEWER reserves the right to charge the Buyer for work required to amend materials to conform to its specifications but accepts no liability for such work.
3.2 Any intellectual property rights in designs prepared by VAN REVIEWER shall remain the property of VAN REVIEWER and Advertisements including such designs may not be reproduced without VAN REVIEWER’s consent.
4. Booking procedures
If an Advertisement includes a promotion, competition or a special offer of merchandise the Advertiser must provide full details to VAN REVIEWER on request.
5. Prices and Payment terms
5.1 Prices published by VAN REVIEWER from time to time are subject to revision at any time and orders are accepted on the condition that the price binds VAN REVIEWER only in respect of the period specified in the applicable agreement.
5.2 Prices are exclusive of applicable Value Added Tax which the Buyer shall additionally be liable to pay to VAN REVIEWER.
6. Limitations on VAN REVIEWER’s liability
6.1 Except to the extent specified in clause 6.2, VAN REVIEWER shall not be liable for any loss or damage suffered by the Buyer as a result of any total or partial failure (howsoever caused) of publication, distribution or availability of any Medium in which any Advertisement is scheduled to be included or for any error, misprint or omission in the printing of any Advertisement. In the event of an error or omission by VAN REVIEWER, which detracts materially from the Advertisement, VAN REVIEWER will either reinsert the Advertisement or relevant part of the Advertisement in a subsequent issue or make a reasonable refund of or adjustment to the price paid by the Buyer. No reinsertion, refund or adjustment will be made for any other error or omission or where the error or omission is the result of delivery of materials which do not comply with VAN REVIEWER’s specifications.
6.2 The total liability of VAN REVIEWER to the Buyer for any act or omission of VAN REVIEWER, its servants or agents relating to any Advertisement, shall not exceed the amount of a full refund of any price paid to VAN REVIEWER for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, VAN REVIEWER shall not be liable for any loss of profits or business or for indirect or consequential loss. VAN REVIEWER accepts no liability for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately the error occurs. Complaints regarding reproduction of printed Advertisements must be received in writing within one calendar month of the publication date.
6.3 VAN REVIEWER accepts no responsibility for the quality of reproduction of any photograph supplied by the Buyer, its agents or servants.
7. Cancellation or suspension
7.1 Cancellation or suspension of an Advertisement by the Buyer must be received in writing by VAN REVIEWER within the period specified below by the appropriate Medium.
7.1.1 Online all Advertising: at least five (5) working weeks prior to the planned start date. Additional terms and conditions may apply to specific products, please check with your account manager.
7.2 VAN REVIEWER reserves the right to omit or suspend an Advertisement at any time for good reason, without liability to the Buyer and shall notify the Buyer as soon as possible. If such omission or suspension is due to the act or default of the Buyer, the Advertiser or their respective servants or agents, then the Buyer shall pay for the Advertisement in full notwithstanding that the Advertisement has not been published.
8. Buyer’s warranties and indemnities
8.1 The Buyer warrants that the Advertisement does not contravene the British Code of Advertising Practice and is not in breach of any relevant legislation, including the Equality Act 2010, the Obscene Publications Act and any other legislation or regulation, such as those relating to the provision of Financial Services, which apply to specific Advertisers, products or services.
8.2 If any Advertisement submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Buyer warrants that the Buyer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.
8.3 The Buyer will indemnify and hold harmless VAN REVIEWER from and against any claim that the Advertisement infringes the copyright, trademark or other intellectual property rights of any person or that it is defamatory or infringes any other right of any person. VAN REVIEWER reserves the right to withdraw and/or refuse to publish an Advertisement without liability to the Buyer if it reasonably believes that the Advertisement may make VAN REVIEWER or the Advertiser liable to any complaint, claim or proceedings.
8.4 The Buyer is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertisement relates and will indemnify and hold VAN REVIEWER harmless accordingly.
9. Online advertising
9.1 For online Advertisements, the Buyer must deliver complete creative content to VAN REVIEWER at least two (2) working days before 9am on the go-live date in a format which complies with VAN REVIEWER’s online ad formats for such content. To cancel or alter an order the Buyer must inform VAN REVIEWER by e-mail to the address on the order, at least 5 (five) working days before 9am on the go-live date. Otherwise, VAN REVIEWER may not be able to achieve the specified go-live date but the Buyer must pay the full amount irrespective of whether any delivery target for impressions have been met.
9.2 If the Buyer is supplying creative content or change of creative to be used in rotations, in the form of a redirected Advertisement, the Buyer must inform VAN REVIEWER in advance.
9.3 If an Advertisement links to another site, the Buyer is responsible for maintaining the link and for the content of the linked site. VAN REVIEWER may remove any Advertisement which contains content or links to a site which, in VAN REVIEWER’s opinion, is defamatory or objectionable or will bring VAN REVIEWER into disrepute. The Buyer will indemnify VAN REVIEWER from and against any claims or liability arising from links contained in an Advertisement.
9.4 Advertisements may contain only such information and code as is necessary to run the Advertisement effectively on the relevant VAN REVIEWER site. Advertisements may not contain tags, cookies, beacons or similar technology which identifies users of any VAN REVIEWER site or enables the Buyer or any third party to serve such users with any advertising other than the Advertisement.
9.5 If an Advertisement is supplied which does not comply with these terms and conditions or VAN REVIEWER receives complaints regarding an Advertisement, VAN REVIEWER may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer.
9.6 Where an Advertisement is sold on a CPM basis, VAN REVIEWER will provide the Buyer with delivery statistics and campaign reports on a regular basis throughout the campaign period. The statistics and other reports provided by VAN REVIEWER shall, in the absence of manifest error, be binding on the Buyer and are in lieu of any other right of audit.
9.7 The Buyer’s sole remedy if VAN REVIEWER, or its third party subcontractors who may host and serve Advertisements from time to time, make an error in displaying any Advertisement is the cost of re-running the relevant Advertisement. Neither VAN REVIEWER nor its subcontractors shall be liable for failure to display the Advertisement caused by circumstances outside their control.
9.8 If VAN REVIEWER is sending the Buyer leads, then the legal basis for processing the data is the Buyer’s legitimate interest and the Buyer can communicate to the leads only in relation to the webinar or the content of the Advertisement.
10. General Data Protection Regulations
10.1 In all instances of data usage, VAN REVIEWER will comply with the processing of data as permitted under the GDPR and its own policy as set out in the Privacy Policy.
10.2 Each party agrees to comply with the provisions of the GDPR for the time being in force so far as it applies to databases and other personal information held by the parties in connection with this agreement, to include without limitation keeping the data secure, not transferring the data outside the European Economic Area and not processing the data without consent or as otherwise permitted under the GDPR.
10.3 Either party may request of the other party at reasonable intervals, a written description of any of the technical and organisational methods employed by that party and any sub-contractors to keep personal data secure and to ensure compliance with the GDPR and all other relevant data protection legislation from time to time.
10.4 If one of the parties suffers any loss, claim, damage, liability, costs, expenses (including reasonable legal costs) as a result of breach of this clause by the other party that party shall be indemnified by the breaching party.
10.5 If VAN REVIEWER is sending you leads as a result of a lead generation project (sponsored content, webinar, white paper) then the legal basis for processing the data is your company’s legitimate interest and you can communicate to the leads only in relation to the topic covered by the project.
11. Severance
11.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11 shall not affect the validity and enforceability of the rest of this Agreement.
11.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
12. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
13. Jurisdiction
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
