General
“Advertiser” means the person whose goods or services are advertised whether such person is the Buyer or not;
“Advertisement” means any promotional material on or behalf of the Advertiser, which shall include but not be limited to, online banner advertising, flash adverts, pop-ups, pop-unders, flying graphics, print advertising, member messages and email;
“Advertising Period” means the minimum period of one calendar month, commencing on the 1st day of the month, except where otherwise specified;
“Booking Form” means the signed request form sent by the Buyer to T101 specifying the details of the Advertisement and the approximate start date of the Advertising Period;
“Buyer” means the person placing the order for the insertion of the Advertisement, whether a direct representative of the Advertiser, or acting as an agent of the Advertiser;
“Go-Live Date” means the date the Advertisement is scheduled to appear first on the Network;
“Intellectual Property” means any patents, copyright, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, and all other intellectual property, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Network” means the group of websites and mobile applications operated by T101; namely Recon;
“T101” means T101 Limited, incorporated and registered in England and Wales under Company Number 03877939 whose registered office is at Avaland House, 110 London Road, Apsley, Hemel Hempstead, HP3 9SD, United Kingdom.
These conditions and all other express terms of the contract between T101 and the Buyer shall be governed and construed in accordance with the Laws of England and all parties agree to submit to the exclusive jurisdiction of English Courts of law.
Any headings in these terms are for ease of use and are not intended to form part of the terms nor effect their interpretation.
If the Buyer is more than one legal entity, each person or legal entity accepts joint and several liability under these terms.
Reference to something in the masculine form includes the feminine and neuter forms and vice versa and reference to the singular includes the plural and vice versa.
The terms of your order and these terms and conditions constitute the entire agreement between T101 and the Buyer. Unless these terms have been varied by T101 and confirmed in writing, no attempted variation is effective.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Booking Procedures
All Advertisements accepted for publication by T101 are subject to these terms and conditions. Any other conditions proposed by the Buyer shall be void unless accepted by T101 in writing.
All Advertisements are accepted subject to confirmation of availability of space within that part of the Network in which the Buyer requests advertising slots.
T101 reserves the right at its discretion and without notice to the Buyer:
- a) to decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, or publication. However, T101 will endeavour to comply with the reasonable and practicable wishes of the Buyer although T101 does not warrant the date of publication or insertion, the wording, or the quality of the reproduction of the Advertisement; and
- b) to keep all artwork, film, copy or other materials submitted by the Buyer on file for future use for the Buyer, or to destroy such materials if they have been in T101’s possession for more than six (6) months from the date of their last use by T101, unless in either case specific written instructions have been received from the Buyer to the contrary.
Unless the parties have otherwise agreed in writing, T101 does not guarantee the position of any Advertisement on the Network. Where the Buyer has expressed a preference only as to the position of its Advertisement, T101 shall use its reasonable endeavours to comply with the Buyer’s preference but shall have no liability to if the Advertisement is not displayed in the preferred position.
T101 has at its absolute discretion the right to omit, suspend or change the position of any advertisement accepted or to require any design to be amended to meet its approval.
T101 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. The Buyer shall notify T101 of any such event if it happens or is threatened or reasonably likely to occur.
Advertising Period
Upon T101 accepting a Booking Form from the Buyer, T101 shall place the Advertisement on the Network for the duration of the relevant Advertising Period. The cut off time for delivering the Booking Form to T101 is five working days before the Go-Live Date. The Advertisement shall be renewed for each subsequent Advertising Period until T101 receives written notice of termination from the Buyer.
In the case of Booking Forms returned by the Buyer after the required Advertising Period has begun, the Advertising Period will still end on the last day of that month without exception.
Where a Booking Form is returned by the Buyer after the Go-Live Date, T101 cannot guarantee that it will meet any delivery target for the impressions.
Buyer’s Obligations
The Buyer must:
- return a signed Booking Form within 48 hours of receipt (subject to availability of advertising slots and approval of adverts) to be placed on the Network at the start of the next Advertising Period;
- if the Advertisement contains a banner, deliver complete banner to T101 in a format which complies with T101’s online advertising formats for such content;
- provide a completed advertisement with all the necessary artwork no later than five days before the advertisement goes live which adheres to the advertising specification guidelines.
- ensure that the advertisement complies with relevant laws in the jurisdiction where it will be displayed;
- ensure that the Advertisement is acceptable in accordance with T101’s advert guidelines; please contact us for a current copy. The Buyer agrees that any advert guidelines communicated to it by T101 does not constitute a guarantee that the content of an Advertisement will be acceptable under UK advertising regulations;
- ensure that any Advertisement copy forwarded to T101 is legal, decent, honest and truthful, and complies with the UK Code of non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) and all other relevant codes under the general supervision of the Advertising Standards Authority;
- undertake that the materials or services advertised are legal to be sold; or offered for sale by the Advertiser and/or from the premises in the jurisdiction in which the Advertisement will be displayed and have been appropriately certified for promotion or sale (e.g. for advertising in the UK, BBFC certified in the UK by the applicable certifying bodies); and
- provide T101 with a contact name, telephone number and email address to which T101 can direct any user complaints to.
If the Booking Form is not provided five working days prior to the agreed Go Live Date, and/or payment is not provided by the agreed Go Live Date, T101 reserves the right to delay the start of the campaign until receipt of any or all forms or payments are confirmed to be received, (although T101 will endeavour to achieve an earlier start date where possible). The campaign will however finish at the end of the Advertising Period as specified on the Booking Form and no refunds will be made for the period of delay unless it is due to T101’s fault in which case the monthly rate will be refunded pro rata for the period of delay caused by T101 only.
T101 reserves the right to require amendments to Advertisements prepared by the Buyer or Advertiser and if such amendments cause delay, no refund will be made in respect of any fees paid unless T101 has acted unreasonably. If T101 acts unreasonably in this respect, its liability is limited to refund of the advertising fees (pro rata where relevant).
T101 reserves the right to refuse advertisements that in the sole opinion of the company are similar in any way to the style of its brands or logos.
Intellectual Property
Any Intellectual Property in designs prepared by T101 remain the property of T101 and Advertisements including such designs may not be reproduced without T101’s written consent.
Any Intellectual Property sent by the Buyer to T101 will remain the property of the Buyer (or Advertiser as the case may be) unless otherwise communicated to T101 in writing. T101 will not use any Intellectual Property owned by the Buyer without the Buyer’s written consent , however the Buyer agrees to grant to T101 (or shall procure the grant of) a royalty free, licence for T101 to use such of the Advertiser’s names, trademarks and/or logos as T101 may consider necessary for the purposes of publishing the Advertisement.
Promotions
If an Advertisement includes a promotion, competition or a special offer of merchandise the Advertiser must provide full details to T101 on request.
For the avoidance of doubt no promotional code may contain the name of any T101 brand (such as Recon) within it.
Prices and Payment terms
Prices published by T101 are subject to revision at any time, including those referenced on T101’s rate card.
Orders are accepted on the condition that the price binds T101 only in respect of the Advertising Period specified on the Booking Form.
Discounts (where offered) apply only to orders placed in advance and completed within the agreed period. T101 reserves the right to adjust discounts and/or to surcharge in the event of an advert or series of Advertisements not being completed within that period. If the Buyer terminates the contract early to publish a series of Advertisements it relinquishes any discount and all Advertisements will be paid for at the full rate.
All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
Credit accounts must be settled in accordance with the terms made available when payment is due (as shown on your invoice). In default, all outstanding transactions will become liable for immediate settlement. Interest will be charged monthly on overdue accounts at the rate of 8% above the Lloyds TSB Bank PLC base rate.
Limitations on T101’s Liability
T101 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 the availability of the Network in which any Advertisement is scheduled to be included, or for any error or omission in the display or design of any Advertisement following approval of the proof copy by the Buyer. In the case of total or partial failure of the Network, T101 shall make its best efforts to repair and restore the availability of the service but will not be liable for any refund or adjustment to payments.
T101 shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract formed incorporating these terms. In any event, if we are found to be responsible for any losses by a competent court, then our total liability is limited to the fees paid to T101 for the Advertisement.
T101 accepts no liability for the repetition of an error in an Advertisement ordered for more than one insertion unless notified during the advertising period in which the error occurs. T101 is therefore under no obligation to proofread or edit any Advertisement once it has been inserted.
Cancellation, alteration or suspension
Cancelling an order
To cancel an order, the Buyer must inform T101 by e-mail at least 5 working days before the intended Go-Live Date.
Where a Buyer effects an early termination of a contract for the publication of a series of Advertisements, the Buyer relinquishes any discount that was applied to the series, and all Advertisements in the series shall be paid for at the full rate (as set forth under the Prices and Payment terms).
Altering an order
To alter an order, the Buyer must inform T101 by e-mail at least 5 working days before the intended Go-Live Date. Otherwise, T101 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.
Suspending an order
To suspend an order, the Buyer must send a request to T101 by e-mail at least 5 working days before the intended Go-Live Date. If the Advertisement is already live on the Network, the Buyer should notify T101 immediately of the request to suspend the order. T101 will do its best to accommodate the suspension but cannot guarantee that it will be able to fulfil this request.
Removal or suspension by T101
T101 reserves the right to omit or suspend an Advertisement at any time (a) for good reason, without liability to the Buyer, and (b) without justification in which case T101 will repay the fees paid (pro rata where the suspension is in the middle of a scheduled advertising period) and shall notify the Buyer as soon as possible. If such omission or suspension is due to the act or fault 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.
T101 reserves the right to remove or refuse advertisements which could be considered to be prejudicial to the image or reputation of T101’s brands.
Buyer’s Warranties and Indemnities
The Buyer warrants that the Advertisement does not contravene advertising codes of practice, is not in breach of any relevant laws, is not obscene or offensive or unlawfully discriminatory in any jurisdiction in which the Advertisement is due to appear and does not breach any third party intellectual property rights.
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 or representation and/or copy and has, where required in the jurisdiction in which the Advertisement is scheduled to appear, maintained records of suitable evidence that such a living person is over the relevant age of consent to appear in such an Advertisement.
The Buyer warrants that all material it or the Advertiser supplies is free of any virus, worm, Trojan horse or similar and will not materially adversely affect the normal operation of any software or hardware of T101 or of any visitor to the Network.
The Buyer will keep T101 indemnified against any costs (including legal fees actually incurred by T101), claims and liabilities (civil or criminal) that T101 or any of its officers or agents may incur as a result of any breach by the Buyer of these terms and conditions and, in particular but not by way of limitation, if the Advertisement infringes any relevant laws, the copyright, trademark or other intellectual property rights of any person or that it is defamatory or infringes any other right of any person. T101 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 T101 or the Advertiser liable to any complaint, claim, proceedings or investigation.
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 T101 accordingly.
The Buyer confirms that they shall not advertise or post any R18 DVD’s to anyone based in the UK. They also confirm that they shall not sell any recorded material to anyone in the UK that has not been classified by the relevant certification bodies.
Where the Buyer is an individual, he/she warrants that he/she is over 18 years of age.
Online Advertising
If an Advertisement links to another site, the Buyer is responsible for maintaining the link and for the content of the linked site. T101 may remove any Advertisement which contains content or links to a site which, in T101’s opinion, is defamatory or objectionable, may render T101 liable to prosecution, investigation or other proceedings or may bring T101 or its brands into disrepute. The Buyer will indemnify T101 from and against any claims, loss or liability arising from links contained in an Advertisement, or the content of any site that is linked to in an Advertisement.
If T101 receives complaints about the content of an Advertisement or the content of any site linked to from an Advertisement, it may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer.
Accessibility of online Advertisements
Whilst T101 agrees to use reasonable endeavours to ensure a properly functioning, accessible Network, it does not warrant that the Network will be completely accessible or error free at all times. T101 will not accept any responsibility for losses resulting from any temporary interruption of or other problems with the Network. If any errors come to the Buyer’s attention, the Buyer should notify T101 immediately and T101 will endeavour to remedy the problem as soon as reasonably practicable. The Network is designed to be viewable by the most popular web browsers (please contact us for a current list) and T101 does not guarantee performance using any other browser. T101 is not responsible for the effectiveness of non-text content supplied by you for the Advertisement.
Privacy
The Buyer acknowledges that by displaying the name or email address of a contact in the Advertisement, it is providing personal data to us. As such, the Buyer warrants that it or the Advertiser has the consent of the person whose name the Buyer or the Advertiser has given to appear in the Advertisement in compliance with the Data Protection Act 1998. In particular, the Buyer warrants that it or the Advertiser has informed all people whose name, email address or other personal data has been supplied that by consenting they are acknowledging that they are aware that their personal data will be available worldwide including in jurisdictions where there are no adequate data protection laws.
Any data collected and processed by T101 in respect of the Advertisement shall be handled in accordance with our Privacy Policy; copies of which are available on request.
Governing law
Any dispute or claim arising out of or in connection with these terms, their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.