Terms & Conditions

 

 

Copyright and Licensing
Please read through these terms & conditions (“the Terms”) carefully.
By accessing any Comic Animations (“the Sites”) or by otherwise accessing any content, software, products or services available through the Sites (“the Content”), you are deemed to have entered into an agreement with Comic Animations or On Message (“the Company”) and to have agreed to be bound by the Terms set out below. The Sites are owned and operated by the Company.
1. Intellectual Property Protection
The term “Intellectual Property Rights” means, copyrights, database rights, trade marks, trade names, domain names, rights in logos, get-up and content, inventions, trade secrets and know-how, patents, all rights of whatever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar to any of the above, in every case in any part of the world and whether or not registered; and including all granted or pending registrations, and all rights to make applications for registration in respect of any of the same.
All Intellectual Property Rights in the Content and design of the Sites and any material emailed to you or otherwise supplied to you in conjunction with our online products are the property of the Company. You may not use or reproduce any the Company Intellectual Property, including any trademarks, registered or unregistered, (such as the “Live News” name and logo or other trade names appearing on the Sites) for any reason without written permission from the Company.
The software, which operates the Sites, is proprietary software and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software.
2. Use of the Company Content
You may retrieve and display the Company Content on a computer screen or mobile telephone, print individual pages on paper (but not photocopy them) and store such pages in electronic form for your personal, non-commercial use. If you do download material from the site all copyright and other notices must be kept intact.
Except as expressly set out above, you may not reproduce, modify or in any way commercially exploit any of the Content of the Sites. In particular, you may not do any of the following without prior written permission. No parts of any the Company publication or Sites may be reproduced, stored in or introduced into any retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the copyright owners. You may not reverse engineer, modify, decompile, disassemble or translate the Content (whether for the purpose of error correction or otherwise). You may not display the Content on a public bulletin board, ftp site, website, chat room or by any other unauthorized means. Written materials provided in printed or electronic form may not be modified, adapted, translated, or used to create derivative works without the prior written consent of the Company.
Any use of the Company Content not specifically permitted above is expressly prohibited. Requests for permission for other uses may be sent to our by email to info@comic-animation.com and may be subject to a fee.
3. Licence Fee, Payment, and Transactions
Access to certain of the Company Content may be subject to a fee or subscription. All payments (including applicable taxes) must be made in advance in a currency specified by the Company. You are responsible for the payment of all charges associated with the use of the Sites using your Username, Password or ID.
There may be from time to time opportunities to use the Sites to purchase products or services from third party suppliers. In that event, your contract for such products will be with the third party provider and not with Comic Animations.
All refunds that relate to the Company products or services are at the discretion of the Company. Any product specific offers, conditions or terms are stated at the point of purchase for that product.
4. Terms and Termination
The Company may, at its discretion, terminate or suspend individual or group access to all or part of the Sites (including any right to access and use the Company Content) with or without cause by delivering notice to you. The rights of termination are in addition to all other rights or remedies of the Company provided in these Terms or by law.
5. Changes to the Site
The Company reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the Company Content available on the Sites at any time and to restrict the use and accessibility of the Sites.
6. Registration, Passwords and Responsibilities
Some parts of the Sites require registration. You are solely responsible for the confidentiality and use of and access to the Company Content and Sites using your username, password or ID. You agree to immediately notify the Company if you become aware of any loss or theft of any username, password or ID or any unauthorised use of a username, password, ID, or any other login details. The Company reserves the right to monitor and record activity on the Sites, including access to the Company Content.
7. Privacy Policy
The Company maintains a high level of privacy and security for your details. View our online Privacy Policy in full here.
8. No Warranty, Disclaimer of Liability and Indemnity
Whilst every effort has been made to ensure the high quality and accuracy of the Sites, the Company makes no warranty, express or implied concerning the Content of the Sites, which is provided “as is”. The Company expressly disclaims all warranties, including but not limited to warranties of fitness for a particular purpose and warranties of satisfactory quality. In no event will the Company, its affiliates or other suppliers be liable for direct, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Content, even if the Company has been advised of the possibility that such damages may arise. The Company does not guarantee the accuracy or timeliness of the Content appearing on the Sites, or that the Sites or related systems are free from viruses or other contaminating or destructive properties. In the event that the Company incurs any liability whatsoever, the aggregate liability shall not exceed the amount that you originally paid for the service. Except in respect of fraudulent misrepresentation, this Agreement together with any order form and payment method instructions set forth the entire agreement and understanding of the parties relating to the subject matter herein. Any prior written or verbal agreements are superseded by this Agreement.
9. Force Majeure
The Company, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Company Content resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorised access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labour problems, wars, or governmental restrictions.
10. Links to Third Party Websites
The Sites may contain links and pointers to Internet sites maintained by third parties. The Company does not operate or control in any respect any information, products or services on such third party sites. Links are provided solely for your convenience, and do not constitute any endorsement by the Company and/or its suppliers. You assume sole responsibility for use of third party links and pointers.
11. Miscellaneous
Changes to these Terms
The Company may, at its discretion, change these Terms (including those relating to your use of the Sites and/or the Company Content). When the Terms are changed, The Company will notify you by email or by publishing details of those changes by including them in these Terms.
Rights of reply
If at any time you, or your organisation, have a complaint or comment to make about the Content featured within the Sites they should contact the editor for that particular product whose details can be found on the product pages in question.
Advertising and Third Party Content
Parts of the Sites may contain advertising or other third party content. Advertisers and other content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. The Company is not responsible for any third party content or error, omission or inaccuracy in any advertising material.
Invalid Provision
If any provision of this agreement is held to be invalid by a court of competent jurisdiction, the Company shall amend the invalid provision in such reasonable manner as achieves the intention of the parties without illegality, or at the Company’s discretion such provision may be severed from this agreement and the remaining provisions shall nevertheless remain in full force and effect. Any cause of action of yours with respect to these Terms must be filed in a court of competent jurisdiction in England and Wales.
12. Governing Law and Jurisdiction
These Terms shall be governed by, and construed in accordance with, English law. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute, which may arise out of, under, or in connection with these Terms or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts.
Corporate subscription site licence
1.DEFINITIONS
You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
Us, We, or Our: Comic Animations.
Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Authorised Users: those persons listed in the Order.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.
Hosting Services: the services we provide to allow you to access and use the Software, including hosting set-up and ongoing services.
Materials: the electronic materials described more fully in the Order under ‘Services’.
Order: the order form completed and signed by the parties setting out the particulars of the subscription We are to provide You.
Software: The software provided by us or by our suppliers which enables you to access the Materials.
Services: includes Hosting Services and provision of Materials, as the context requires.
Subscriber Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials.
Subscription Fee: The subscription fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Subscription Period: The period in respect of which a Subscription Fee is payable for any Service, as specified in our invoice relating to this agreement.
Term: the period starting from the Start Date and expiring on the End Date as set out in the Order;

 

Your Sites: All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in the Order.
2. AUTHORITY AND LICENCE FOR USE OF MATERIALS
2.1 We authorise you and your Authorised Users to use the Materials on a non-exclusive basis for the Term or which you agree to pay us the Subscription Fee.
2.2 This authority and licence starts when you enter into this agreement and ends
(a) if the Subscription Period expires without your agreeing to renew this agreement on the terms and Subscription Fee then applying; or
(b) If this agreement is terminated under clause 9.
2.3 You may:
(a) Search, view, copy and print out material containing Materials for your own use;
(b) Access the Materials while away from your principal place of work.
3. AUTHORITY AND LICENCE FOR USE OF HOSTING SERVICES
3.1 We hereby grant you on the terms and conditions of this agreement a non-exclusive, non-transferable licence for the Term to access the Software through the Hosting Services and to use the Software solely for your business purposes (and for the avoidance of doubt, nothing in this agreement grants to you any rights whatsoever in or relating to the source code of the Software);
3.2 You shall not store, distribute or transmit any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
3.3 You shall not:
(a) Attempt to duplicate, modify, disclose or distribute any portion of the Software; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
(c) use the Software or Hosting Services to provide hosting services to third parties, without our prior written consent; or
(d) Transfer, temporarily or permanently, any rights or obligations under this agreement, or
(e) Attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause.
3.4 We confirm we have all the rights in relation to the Software that are necessary to grant all the rights we purport to grant under the terms of this agreement.
4. YOUR OBLIGATIONS
4.1 You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:
(a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this agreement or authorised by us in writing;
(b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under this agreement or authorised by us in writing;
(c) Alter any part of the Materials or Services; or
(d) Purport to assign or otherwise dispose of your rights under this agreement.
4.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password.
4.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Software and the Materials. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Materials or any related documentation.
4.4 Subject to clause 5 (Our obligations), you will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your use of the Software or Materials, provided that:
(a) You are given prompt notice of any such claim;
(b) We provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
(c) You are given sole authority to defend or settle the claim.
4.5 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 5.5, you should use your own virus protection software.
4.6 By submitting any individual’s personal information to us or our Affiliates, service providers and agents, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information in accordance with our privacy policy which is currently available to view here.
5. OUR OBLIGATIONS
5.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials and we will indemnify you against losses, costs or expenses you may incur as a result of any claim that the use by you of the Materials infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made. This warranty and indemnity are unlimited but do not extend to claims in respect of Software.
5.2 In relation to any part of the Software owned by us we shall defend you against any claim that your use of the Software infringes any United Kingdom patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
(a) We are given prompt notice of any such claim;
(b) You provide reasonable co-operation in the defence and settlement of such claim, at our expense; and
(c) We are given sole authority to defend or settle the claim.
5.3 In the defence or settlement of the claim, we may at our discretion obtain for you the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement without liability to you. We shall have no liability if the alleged infringement is based on:
(a) A modification of the Software by anyone other than us; or
(b) Your use of the Software in a manner contrary to the instructions given to you by us; or
(c) Your use of the Software after notice of the alleged or actual infringement from us or any other person.
5.4 The foregoing sets out your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
5.5 We will take reasonable steps to ensure that Software and data files we supply to you as part of the Service are virus-free.
5.6 We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
5.7 We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
6. CONFIDENTIALITY
6.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) Is or becomes publicly known other than through any act or omission of the receiving party; or
(b) Was in the other party’s lawful possession before the disclosure; or
(c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) Is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
6.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
6.5 You acknowledge that the Software is our Confidential Information.
6.6 We acknowledge that the Subscriber Data is your Confidential Information.
6.7 This clause shall survive termination of this agreement, however arising.
7. DISCLAIMER
7.1 We give you no warranty or assurance, except as set out in clause 5 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law
7.2 Our policy is to conduct our business at all times in a professional manner and to best practice standards. However, you should note in particular that we give you no warranty or assurance that access to the Materials and our means of delivering them are compatible with your software or computer configuration.
8. LIABILITY
8.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) Any breach of this agreement;
(b) Any use made by you of the Services or the Software or any part of them; and
(c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
8.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
8.3 Nothing in this agreement excludes our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation.
8.4 Subject to clause 8.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
8.5 Under this clause, our liability includes that of any Affiliate and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.6 We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under the agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
9. TERMINATION
9.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of thirty working days after written notice of it has been given to you.
9.2 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate;
(b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Software and the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of the Software or any part of the Materials. However, you are not required to delete from your electronic media any part of the Materials that before termination has been substantially amended by you or incorporated into drafts or agreements relating to any transaction on which you are advising (and which you require to complete the transaction and to keep records of it.) You are not required to delete or destroy printouts containing Materials that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Subscriber Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Subscriber Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
(d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
10. GENERAL PROVISIONS
10.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
10.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
10.4 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.6 This agreement and the Subscription Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
10.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the English courts in respect of all claims (including non-contractual claims).
Event Sponsorship
1. General Event Information
The Event is being organized by Management. As used in these Terms and Conditions, “Management” means the management team and/or directors of Comic Animations. These Terms and Conditions are subject and subordinate to the lease agreement between the venue at which this Event is being held (the “Venue”) and Management for the Event premises for the period of the Event. This Agreement shall be binding on the parties hereto upon acceptance by Management, which acceptance shall be evidenced by Management’s issuance of an invoice. Management reserves the right to change the name, location and/or dates of the Event. Event hours will be established by Management. Management makes no representations or warranties regarding the number of persons or Sponsors who will attend the Event, such numbers being impossible to predict accurately ahead of time.
2. Exhibit Space Assignment
Management shall assign exhibit space (the “Space”) to Sponsor for the period of the Event only and this does not imply that the same or similar space will be held or offered for future events. Management will make commercially reasonable efforts to respect Sponsor’s Space choices, but Management reserves the right to move such Space after initial assignment and Management’s decision in this regard will be final. Management reserves the right to re-allocate Space in the event changes in the floor plan are required by structural changes in the Event premises by municipal authorities, in the interest of a better showing of exhibits or for any other reason. Should Management assign to Sponsor, in lieu of the original Event Space, such other Space as Management may deem appropriate, Sponsor agrees to use such other Space under the terms of this Agreement. Such re-assigned Space will be the same size as the original Space.
3. Assignment and Subletting of Space; Assignment of this Agreement
Management will not permit Sponsor to sublet or otherwise assign any part of the Space without the prior written consent of Management, which consent shall be granted in Management’s sole discretion. Neither this Agreement nor any part or portion hereof shall be assigned, sublicensed or otherwise transferred by the Sponsor without the prior written consent of Management, which consent shall not be unreasonably withheld or delayed. Management may freely assign this Agreement.
4. Character of Exhibits; Sponsor Conduct
The Exhibit Fee does not include any exhibition stand fitting unless specifically set forth above. The Exhibitor has full responsibility for all other exhibition stand fittings and must conform to any stand fitting regulations as promulgated by Management from time to time.
Management’s written permission must be obtained prior to Exhibitor contracting for double-decker or multi-story exhibition stands. Drawings of the exhibition stands must be submitted to Management in advance, and a premium for the extra area will be calculated at fifty percent (50%) of the Exhibit Fee, plus all applicable taxes. Approval of the relevant authorities shall be required.
All exhibits, demonstrations or other promotional activities:
are subject to the approval of Management, which approval shall be granted in Management’s sole discretion. Management reserves the right to expel, decline or prohibit any exhibit or part of any exhibit which is not suitable or in accordance with the standards of the Event or which does not comply with the rules established for the Event. In the event of such prohibition or eviction, Management is not liable for any refund of Event fees or any other exhibit expenses or for any other damages the Sponsor may suffer.
must be confined to the limits of Sponsor’s Space and in accordance with this Agreement. Interference with the light or space of other exhibits is not permitted. Noise, music, live or recorded announcements, and lighting that are deemed objectionable or excessively loud by Management, in its sole discretion, may be prohibited, restricted or relocated.
Sponsor (and each of its representatives, as appropriate) shall:
provide adequate staff for maintenance and operation of its exhibit during all Event hours;
at its own expense, keep its assigned Space clean and in good order. Management has final approval for all arrangements and items displayed in Sponsor’s Space and may at its discretion require rearrangements or alternate placement of exhibition stand materials.
conduct itself in a manner in accordance with standards of the Event, decency and good taste and may not interfere with other Sponsors;
first obtain written permission from the owner/copyright holder as required by applicable laws, if Sponsor utilizes music or any third party’s intellectual property during the Event;
procure at Sponsor’s own cost and expense any necessary licenses and/or official permits necessary for the purpose of its displaying and/or exhibiting any products or services at the Event;
show only goods manufactured or distributed by it in the regular course of business;
display only the sign of the Sponsor in the Space or in the printed list of Sponsors of the Event, and not of any third party.
Sponsor (and each of its representatives, as appropriate) shall not:
hold any meeting or event that conflicts with Event;
promote its participation in any other event without prior written consent of Management;
make sales that result in the exchange of product or money within the Event premises;
bring or distribute alcoholic beverages into the Event unless specifically allowed pursuant to Venue license provisions;
operate games of chance or lottery devices or actual or simulated pursuit of any recreation pastime without prior written consent from Management;
exhibit anything not specified authorized by or behalf of Management;
display material exposing an unfinished surface. Management reserves the right to have such finishing done and bill the Sponsor for the charges incurred;
utilize “live” microphones or loudspeaker equipment in any Space, unless specifically allowed pursuant to Venue license provisions, but laptop computers, portable film, slide and videotape projectors may be utilized as long as other rules are met; and
utilize paper decorations or branches, unless fireproofed.
No firm or organization not assigned exhibit space will be permitted to solicit business within exhibit area.
5. Decorations, Signs, Etc.
The Sponsor fee in respect of the Sponsor’s participation in the Event includes standard background, side railings and signage furnished by Management. No front railing will be installed. Plans for special exhibition stand work must be submitted before installation. All special exhibition stand work must conform to standard backwall and side rail dimensions fixed by the Management. All bunting, draperies, and other fabrics must be fireproof.
6. Observance of Laws and Regulations
Sponsor shall abide by and observe any laws, rules, regulations, and ordinances, and all rules and regulations of Management and the Venue in connection with its participation in the Event as may be set from time to time. In addition, Sponsor must observe all union regulations (if applicable) and electrical codes to which the Venue is subject. Special electrical, gas or water service, as well as other special services needed by individual Sponsors are provided only when the Sponsor orders and agrees to pay for them from the supplier authorized to supply such services in conformity with governmental, regulatory, insurance and other requirements.
7. Limited Licence
Sponsor grants to Management the right to use and reproduce Sponsor’s name, trademark and logo in connection with the promotion and production of the Event.
8. Photography/Video/Recording
No photographs, video or recording of the Event shall be made by Sponsor without the prior written consent of Management, which consent shall be granted in Management’s sole discretion. Sponsor agrees that Management may record, broadcast or take photographs or video of Sponsor’s exhibition stand space, exhibit, and exhibit personnel as part of the recording or broadcasting of the Event in general and not solely the Sponsor, and Sponsor authorizes such for any promotional use by Management.
9. Installation and Dismantling
All exhibits shall be installed, constructed and operated in a safe manner. All displays must be fully set up prior to the opening of the Event, and all exhibits must be open for business during all Event hours. In addition, Sponsor may not dismantle its exhibit until the Event closes according to the time and date specified by Management. When vacated, all Space shall be left in good order. Sponsor shall not injure or deface floors or walls.
10. Exhibit Space And Rates
Sponsor agrees that all Sponsorship fees related to exhibiting at the Event, or any other amounts owed to Management, must be paid to Management prior to move-in of Sponsor’s exhibit into the Event. In the event that the Sponsor fails to pay any or all such fees in a timely manner, Management, in its sole discretion, may reassign or cancel the Sponsor’s Space. In the event that Sponsor pays the Sponsorship fees after such reassignment, Management, in its sole discretion, will assign such other exhibit Space, if then available, which Management in its sole discretion, deems appropriate. Sponsor remains liable for payment of all agreed in respect of the Sponsor’s participation in the Event, subject only to the applicable cancellation schedule set forth herein. Sponsor shall be responsible for all collection costs and legal fees incurred by Management in connection with collecting fees due under this Agreement. Management shall have the right to offset the amount of any obligation owed to Management against any amount owed by Management to Sponsor or to apply any payments to any other amount owed by Sponsor to Management.
11. Sponsor’s Content
Advertising or other content provided hereunder shall only advertise or promote goods and/or services manufactured or sold by the Sponsor, and related to the Event. Sponsor may not assign, sublet or otherwise promote goods of any other firm or entity in such Advertising. Sponsor’s content submitted for use in the Advertising pursuant hereto, which content shall include, not to be limited to, text, illustrations, graphics, representations, sketches, maps, trademarks, logos, labels, or service marks, shall comply with all applicable laws including, but not limited to laws of obscenity, pornography, defamation, copyright, trademark and other intellectual or intangible property rights. Insertion instructions shall be submitted for every advertisement.
12. Editorial Discretion
Requests for specific advertising positions will be given consideration, but no assurances can be given with respect to positions unless the Sponsor has specifically paid for a premium position as indicated on the front hereof. Management reserves the right to place the word “advertisement” or words of similar meaning in any Sponsor content. Management reserves the right to reject any Sponsor content which Management, in its sole discretion, determines to be inconsistent with its publication standards, the overall character of the Advertising for the Event, or the law. In the event Management repudiates acceptance of this Agreement or otherwise rejects any Sponsor’s content, Sponsor shall be entitled to the refund of a pro-rata portion of the Sponsorship fee actually received by Management and attributable to advertising, subject to an offset for any benefits received.
13. Payment Obligation
Signing this Agreement obligates Exhibitor to a One Hundred Percent (100%) deposit, due with this signed Agreement. Set-up will not be permitted without full payment and compliance with the terms of this Agreement. Management may impose a surcharge of four percent (4%) per month on any outstanding balance.
14. Impossibility of Performance; Rescheduling of Event
If Sponsor cancels its participation in the Event, Sponsor remains liable for the entire Sponsorship Fee and no amounts will be refunded to Sponsor.
15. Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MANAGEMENT EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
16. Indemnity And Limitation Of Liability
To the maximum extent permitted by applicable law, neither Management nor the Venue, nor either of their owners, directors, officers, agents, employees or other representatives (“Representatives”) shall be held liable for any damage, loss, harm, or injury to the person or property of the Sponsor or any of its visitors, invitees or Representatives, resulting from Sponsor’s participation in the Event, or its exhibition stand, whether from negligence, earthquake, fire, theft, water or accident of any other cause, or Sponsor’s breach of the terms hereof. The Sponsor shall indemnify, defend, and hold harmless Management and the Venue and their Representatives, from, any and all claims, demands, suits, liability, damages, loss, costs, legal fees, and expenses of any kind which might result or arise from any action or failure to act on the part of the Sponsor or its Representatives or breach of the terms hereof. Neither Management nor the Venue shall be responsible for the security of Sponsor’s products, proprietary information or exhibit materials. Sponsor understands that neither Management nor the Venue maintains insurance covering the Sponsor’s property and liability, and it is the sole responsibility of the Sponsor to obtain such insurance. Sponsor shall, at its expense, obtain from reputable insurance companies liability and property damage insurance in an amount no less than $1 million per occurrence, and, if required by Management or the Venue, shall provide evidence of such insurance to Management. Under no circumstances shall Management or its Representatives be liable for lost profits, or other indirect, incidental, consequential or exemplary damages in connection with the Event.
17. Governing Law
If the Event Location is in the United States, this agreement is to be governed by and construed in accordance with the laws of the State of New York. The parties consent to the exclusive jurisdiction of the federal and state courts located New York, New York. If the Event Location is in Asia, this agreement is to be governed by and construed in accordance with the laws of Hong Kong. The parties consent to the exclusive jurisdiction of the courts located in Hong Kong. If the Event Location is outside of the United States or Asia, this agreement is to be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with the term thereof (including non-contractual disputes)
18. Amendments; Waiver
Management shall have full power to interpret and amend these Terms and Conditions, provided that such amendments do not operate to diminish the rights reserved for the Sponsor hereunder this Agreement, and shall not operate to increase the liabilities of the Management. Any amendment(s), when made and brought to the notice of the Sponsor, shall be and become part hereof as though fully incorporated herein. Management shall also have full power in the matter of interpretation and enforcement of this Agreement. No agreement with reference to the subject matter hereof shall become a part hereof, unless executed in writing by Management. The rights of Management under this Agreement shall not be deemed waived except as specifically stated in writing and signed by an authorized representative of Management.
Exhibitor Agreement
1. General Event Information
The Event is being organized by Management. As used in these Terms and Conditions, “Management” means the management team and/or directors of Comic Animations. These Terms and Conditions are subject and subordinate to the lease agreement between the venue at which this Event is being held (the “Venue”) and Management for the Event premises for the period of the Event. This Agreement shall be binding on the parties hereto upon acceptance by Management, which acceptance shall be evidenced by Management’s issuance of an invoice. Management reserves the right to change the name, location and/or dates of the Event. Event hours will be established by Management. Management makes no representations or warranties regarding the number of persons or Sponsors who will attend the Event, such numbers being impossible to predict accurately ahead of time.
2. Exhibit Space Assignment
Management shall assign exhibit space (the “Space”) to Exhibitor for the period of the Event only and this does not imply that the same or similar space will be held or offered for future events. Management will make reasonable endeavours to respect Exhibitor’s Space choices, but Management reserves the right to move such Space after initial assignment and Management’s decision in this regard will be final. Management reserves the right to re-allocate Space in the event changes in the floor plan are required by structural changes in the Event premises by municipal authorities, in the interest of a better showing of exhibits or for any other reason. Should Management assign to Exhibitor, in lieu of the original Event Space, such other Space as Management may deem appropriate, Exhibitor agrees to use such other Space under the terms hereof. Such re-assigned Space will be the same size as the original Space.
3. Assignment and Subletting of Space; Assignment of this Agreement:
Management will not permit Exhibitor to sublet or otherwise assign any part of the Space without the prior written consent of Management, which consent shall be granted in Management’s sole discretion. Neither this Agreement nor any part or portion hereof shall be assigned, sublicensed or otherwise transferred by the Exhibitor without the prior written consent of Management, which consent shall not be unreasonably withheld or delayed. Management may freely assign the benefit of the agreement by which the Exhibitor is provided the Space.
4. Character of Exhibits; Exhibitor Conduct
The Exhibit Fee does not include any exhibition stand fitting unless specifically set forth above. The Exhibitor has full responsibility for all other exhibition stand fittings and must conform to any stand fitting regulations as promulgated by Management from time to time.
Management’s written permission must be obtained prior to Exhibitor contracting for double-decker or multi-story exhibition stands. Drawings of the stands must be submitted to Management in advance, and a premium for the extra area will be calculated at fifty percent (50%) of the Exhibit Fee, plus all applicable taxes. Approval of the relevant authorities shall be required.
All exhibits, demonstrations or other promotional activities:
are subject to the approval of Management, which approval shall be granted in Management’s sole discretion. Management reserves the right to expel, decline or prohibit any exhibit or part of any exhibit which is not suitable or in accordance with the standards of the Event or which does not comply with the rules established for the Event. In the event of such prohibition or eviction, Management is not liable for any refund of Event fees or any other exhibit expenses or for any other damages the Exhibitor may suffer.
must be confined to the limits of Exhibitor’s Space and in accordance with the terms hereof. Interference with the light or space of other exhibits is not permitted. Noise, music, live or recorded announcements, and lighting that are deemed objectionable or excessively loud by Management, in its sole discretion, may be prohibited, restricted or relocated.
Exhibitor (and each of its representatives, as appropriate) shall:
provide adequate staff for maintenance and operation of its exhibit during all Event hours;
at its own expense, keep its assigned Space clean and in good order. Management has final approval for all arrangements and items displayed in Exhibitor’s Space and may at its discretion require rearrangements or alternate placement of exhibition stand materials.
conduct itself in a manner in accordance with standards of the Event, decency and good taste and may not interfere with other exhibitors;
first obtain written permission from the owner/copyright holder as required by applicable laws, if Exhibitor utilizes music or any third party’s intellectual property during the Event;
procure at Exhibitor’s own cost and expense any necessary licences and/or official permits necessary for the purpose of its displaying and/or exhibiting any products or services at the Event;
show only goods manufactured or distributed by it in the regular course of business;
display only the sign of the Exhibitor in the Space or in the printed list of exhibitors of the Event, and not of any third party.
Exhibitor (and each of its representatives, as appropriate) shall not:
hold any meeting or event that conflicts with Event;
promote its participation in any other event without prior written consent of Management;
make sales that result in the exchange of product or money within the Event premises;
bring or distribute alcoholic drinks into the Event, unless specifically allowed by Venue licence provisions;
operate games of chance or lottery devices or actual or simulated pursuit of any recreation pastime without prior written consent from Management;
exhibit anything not specified in this Agreement;
display material exposing an unfinished surface. Management reserves the right to have such finishing done and bill the Exhibitor for the charges incurred.
utilize “live” microphones or loudspeaker equipment in any Space, unless specifically allowed by Venue licence provisions, but laptop computers, portable film, slide and videotape projectors may be utilized as long as other rules are met.
utilize paper decorations or branches, unless fireproofed.
No firm or organization not assigned exhibit space will be permitted to solicit business within exhibit area.
5. Decorations, Signs, Etc.
The Exhibit fee includes standard background, side railings and signage furnished by Management. No front railing will be installed. Plans for special exhibition stand work must be submitted before installation. All special exhibition stand work must conform to standard backwall and side rail dimensions fixed by the Management. All bunting, draperies, and other fabrics must be fireproof.
6. Observance of Laws and Regulations
Exhibitor shall abide by and observe any laws, rules, regulations, and ordinances, and all rules and regulations of Management and the Venue in connection with its participation in the Event as may be set from time to time. In addition, Exhibitor must observe all electrical codes to which the Venue is subject. Special electrical, gas or water service, as well as other special services needed by individual Exhibitors, are provided only when the Exhibitor orders and agrees to pay for them from the supplier authorized to supply such services in conformity with governmental, regulatory, insurance and other requirements.
7. Limited Licence
Exhibitor grants to Management the right to use and reproduce Exhibitor’s name, trademark and logo in connection with the promotion and production of the Event.
8. Photography/Video/Recording
No photographs, video or recording of the Event shall be made by Exhibitor without the prior written consent of Management, which consent shall be granted in Management’s sole discretion. Exhibitor agrees that Management may record, broadcast or take photographs or video of Exhibitor’s exhibition stand space, exhibit, and exhibit personnel as part of the recording or broadcasting of the Event in general and not solely the Exhibitor, and Exhibitor authorizes such for any promotional use by Management.
9. Installation and Dismantling
All exhibits shall be installed, constructed and operated in a safe manner. All displays must be fully set up prior to the opening of the Event, and all exhibits must be open for business during all Event hours. In addition, Exhibitor may not dismantle its exhibit until the Event closes according to the time and date specified by Management. When vacated, all Space shall be left in good order. Exhibitor shall not injure or deface floors or walls.
10. Exhibit Space And Rates
Exhibitor agrees that all exhibit fees related to exhibiting at the Event, or any other amounts owed to Management, must be paid to Management prior to move-in of Exhibitor’s exhibit into the Event. In the event that the Exhibitor fails to pay any or all such fees in a timely manner, Management, in its sole discretion, may reassign or cancel the Exhibitor’s Space. In the event that Exhibitor pays the exhibit fees after such reassignment, Management, in its sole discretion, will assign such other exhibit Space, if then available, which Management in its sole discretion, deems appropriate. Exhibitor remains liable for payment of all previously agreed fees, subject only to the applicable cancellation schedule set forth herein. Exhibitor shall be responsible for all collection costs and legal fees incurred by Management in connection with collecting fees due under this Agreement. Management shall have the right to offset the amount of any obligation owed to Management against any amount owed by Management to Exhibitor or to apply any payments to any other amount owed by Exhibitor to Management.
11. Payment Obligation
Signing this Agreement obligates Exhibitor to a One Hundred Percent (100%) deposit, due with this signed Agreement. Set-up will not be permitted without full payment and compliance with the terms of this Agreement. Management may impose a surcharge of four percent (4%) per month on any outstanding balance.
12. Impossibility of Performance; Rescheduling of Event
If Exhibitor cancels its participation in the Event, Exhibitor remains liable for the entire Exhibitor Fee and no amounts will be refunded to Exhibitor.
13. Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MANAGEMENT EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
14. Indemnity And Limitation Of Liability
To the maximum extent permitted by applicable law, neither Management nor the Venue, nor either of their officers, agents, employees, or other representatives shall be held liable for any damage, loss, harm, or injury to the person or property of the Exhibitor or any of its visitors, invitees, officers, agents, employees or other representatives, resulting from Exhibitor’s participation in the Event, or its exhibition stand, whether from negligence, earthquake, fire, theft, water or accident of any other cause, or Exhibitor’s breach of the terms hereof. The Exhibitor shall indemnify, defend, and hold harmless Management and the Venue and their respective owners, directors, officers, employees, agents and representatives, from, any and all claims, demands, suits, liability, damages, loss, costs, legal fees, and expenses of any kind which might result or arise from any action or failure to act on the part of the Exhibitor or its officers, agents, employees, or other representatives or breach of the terms hereof. Neither Management nor the Venue shall be responsible for the security of Exhibitor’s products, proprietary information or exhibit materials. Exhibitor understands that neither Management nor the Venue maintains insurance covering the Exhibitor’s property and liability, and it is the sole responsibility of the Exhibitor to obtain such insurance. Exhibitor shall, at its expense, obtain from reputable insurance companies liability and property damage insurance in an amount no less than £1 million per occurrence, and, if requested by Management or the Venue, shall provide evidence of such insurance to Management. Under no circumstances shall Management, its agents, affiliates, employees or directors be liable for lost profits, or other indirect, incidental, consequential or exemplary damages in connection with the Event.
15. Governing Law
If the Event Location is in the United States, this agreement is to be governed by and construed in accordance with the laws of the State of New York. The parties consent to the exclusive jurisdiction of the federal and state courts located New York, New York. If the Event Location is in Asia, this agreement is to be governed by and construed in accordance with the laws of Hong Kong. The parties consent to the exclusive jurisdiction of the courts located in Hong Kong. If the Event Location is outside of the United States or Asia, this agreement is to be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with the term thereof (including non-contractual disputes).
16. Amendments; Waiver
Management shall have full power to interpret and amend this Agreement, provided that such amendments do not operate to diminish the rights reserved for the Exhibitor hereunder, and shall not operate to increase the liabilities of the Management. Any amendment(s), when made and brought to the notice of the Exhibitor, shall be and become part hereof as though fully incorporated herein. No agreement with reference to the subject matter hereof shall become a part hereof, unless executed in writing by Management. The rights of Management under this Agreement shall not be deemed waived except as specifically stated in writing and signed by an authorized representative of Management.
Standard Terms and Conditions of Acceptance of Advertisements
1. These conditions shall apply to all advertisements, insets, inserts, sponsored articles or features (herewith referred to as advertisements) accepted for publication. Any other proposed condition shall be void unless incorporated clearly in written instructions and specifically accepted by the Company.
2. All advertisements are accepted subject to the Company’s approval of the copy and to the space being available.
3. If it is intended to include in an advertisement a competition or a special of merchandise, other than that normally associated with the advertised product, full details must be submitted at the time of booking.
4. The Company reserves the right to omit or suspend an advertisement at any time for good reason, in which case no claim on the part of any Advertiser for damage or breach of contract shall arise. Should such omission or suspension be due to the act or default of the Advertiser or his servants or agents then the space reserved for the advertisement shall be paid in full notwithstanding that the advertisement has not appeared. Such omission or suspension shall be notified to the Advertiser as soon as possible.
5. If the Company considers it necessary to modify the space or alter the date of position of insertion or make any other alteration, the Advertiser will have the right to cancel if the alterations requested are unacceptable, unless such changes are due to an emergency or circumstances beyond the Company’s control. Every care is taken to avoid mistakes but the Company cannot accept liability from any loss arising from the late appearance or non publication of any advertisement.
6. The Advertiser warrants that the advertisement does not contravene any Act of Parliament nor is it in any other way illegal or defamatory or an infringement of any other party’s rights or an infringement of the British Code of Advertising Practice. Country of origin (other than the United Kingdom) of goods advertised must be shown in advertisements if so required by stature of statuary or other regulations.
7. The Advertiser will indemnify the Company fully in respect of any claim made against the Company arising from the advertisement. The Company will consult the Advertiser as to the way in which such claims are to be handled.
8. Advertisement rates are subject to revision at any time and orders are accepted on condition that the price binds the Company only in respect of the next issue to go to press in the event of a rate increase, the Advertiser will have the option to cancel the order without surcharge or continue the order at the revised advertisement rates.
9. If an advertiser cancels the balance of the contract, except in the circumstances set out in clauses 5 or 8 above, he relinquishes any right to that series discount to which he was previously entitled and advertisements will be paid for at the appropriate rate.
10. Series rates apply only if the order is completed within 12 months of the date of the first insertion.
11. Accounts are due for settlement within 30 days of the due date of invoice. In the event of any account becoming overdue, The Company reserves the right both to suspend insertions due under order or until such time as the sum owing is paid and to reduce any commission otherwise allowed to advertising agencies. Interest at 2.5% per month chargeable on overdue accounts. All gross display advertising rates are subject to the current Advertising Standards Board of Finance surcharge payable by the Advertisers. Where orders are placed by Advertising Agents the Agency will responsible for collecting this surcharge and paying to the Advertising Standards Board of Finance. Where the Advertiser places advertising direct the Company will surcharge its gross rate by the current rate and pass this direct to the Advertising Standards Board of Finance.
12. Advertisement copy should be supplied by the Advertiser or his Agent in accordance with the mechanical data published on the rate card. Charges will be made to the Advertiser or the Agent where the printers are involved in extra production work owing to acts or defaults of the Advertiser or his Agent. Complaints regarding reproduction of advertisements must be received in writing within one calendar month of the cover date.
13. At least 8 weeks’ notice prior to copy date is required to stop, cancel or suspend an insertion. After this date the Advertiser will pay the full rate for the insertion.
14. If copy instructions are not received by agreed copy date no guarantee can be given that proofs will be supplied nor corrections made and the Company reserves the right to repeat the most appropriate copy.
15. Advertiser’s property, artwork, etc are held at Owners’ risk. Advertisers’ artwork, film positives and/or negatives, photographs and transparencies will be returned on request by the Company via standard Royal Mail post and at the risk of the owner and should be insured by them against loss or damage from whatever cause. The Company reserves the right to destroy all artwork which has been in his custody for twelve months from the date of its last appearance.
16. For the purpose of these conditions, Advertiser shall refer to the Advertiser or his Agent whichever is the principal. ‘Advertisement’ includes loose or other inset where appropriate.
17. These Conditions shall be governed and construed in accordance with the laws of England and Wales.
In-house & e-Learning
1. INTRODUCTION
1.1. Courses: Comic Animations or On Message (“the Company”) is a provider of training courses and related materials and products (“Courses”). Courses can be delivered in-house at your premises, at public venues, or via the world-wide web (‘the Web’). Courses may be tailored (‘Tailored Courses’) or standard (‘Standard Courses’).
1.2. Course Details: Details of the Courses available from Comic Animations are set out on the Website (This Site) and from On Message are set out on the Website (www.getonmessage.co.uk), as defined below.
1.3. Terms apply to all Courses: The following terms and conditions (‘these Terms’) shall be incorporated into all agreements for the provision of Courses by Comic Animations and On Message, including agreements which constitute ‘distance contracts’ (a ‘Distance Contract’) under the Consumer Protection (Distance Selling) Regulations 2000.
2. DEFINITIONS
2.1. Definitions: In these Terms, the following expressions shall have the meanings set against them unless the context is
inconsistent therewith:
(a) “Course Materials” means any documentation, articles, web pages, online modules or consulting project materials provided as part of a Course;
(b) “Live Courses” means Courses delivered face-to-face by the Company consultants or employees;
(c) “On-Line Courses” means Courses delivered via the Web;
(d) “Remote Courses” means Courses involving the remote delivery of hard copy materials or materials on hard media such as CD ROM or DVD;
(e) ‘You’ means any person who uses the Website or whose order for Courses is accepted by the Company.
2.2. Delivery: “Delivery” means the time when Live Courses have commenced, or when Remote Course Materials have been delivered, or when access to Online Course modules has been granted.
2.3. The Regulations: Any reference to a Regulation in these Terms is a reference to one of the Consumer Protection (Distance Selling) Regulations 2000.
3. YOUR ACCEPTANCE OF THESE TERMS
3.1. Acceptance: By registering to use the Website or by otherwise agreeing to be supplied with the Courses, you agree to be legally bound by these Terms, and that your use of the Website and the Courses will be on these Terms alone.
3.2. Amendment: The Company reserves the right to change these Terms from time to time. You are responsible for regularly reviewing these Terms and any amended terms posted on the Website or otherwise notified to you. Your continued use of the Website and/or the Courses constitutes your agreement to these Terms as amended. The Company will be bound by any amendment to these Terms only to the extent that such amendments have been approved in writing by a Director or the Company Secretary of the Company.
4. PRICE
4.1. Price List & Changes: Except as otherwise expressly agreed by the Company in writing, the price of each Course shall be the price listed in the Company’s published price list current at the date of purchase (subject to any volume discounts set out in the price list). Save as otherwise expressly stated by the Company, the listed price excludes VAT where applicable. The price of each Course is subject to change at any time at the Company’s sole discretion prior to the date of purchase. You must check the Website or other published price list for the current prices before ordering any Courses.
4.2. Quotations: Quotations for Tailored Courses are given on the basis of reasonable assumptions about costs. Notwithstanding any quotation, the Company may increase the invoiced price of Tailored Courses in proportion to the difference between assumed costs and the actual costs (whether direct or indirect) incurred by the Company in the development, production or supply of the Tailored Courses up to the date on which they are presented or delivered. All quotations for the supply of Tailored Courses shall be valid for thirty (30) days from the date of the quotation by the Company. The Company reserves the right to alter prices after this date without giving prior notification.
4.3. Expenses: The following expenses (if incurred) shall be charged to you as separate items, unless otherwise indicated in our quotation or agreement:
(a) production of Course Materials;
(b) cost of carriage of goods to support Tailored Courses and all Tailored Course Materials;
(c) any additional costs such as the hiring of equipment, the venue, or the cost of any extra consultancy and/or training time;
(d) any other additional costs (e.g. consultant travel costs, accommodation etc.);
(e) any additional material written for you in connection with your use of the Website;
(f) any additional programming or tailoring of any website, branding, the creation of chat room facilities, forums, or other special features;
(g) costs of administering website users;
(h) annual website and other maintenance and update charges.
4.4. Taxes: All prices shall be subject to the addition of Value Added Tax (where applicable) or any other tax payable.
5. PAYMENT
5.1. Time of Payment: Payment for all Courses shall be made no later than 30 days after the commencement of the programme.
5.2. Interest: If for any reason payment is not within the 30 day period as set out above, you agree to pay an interest charge at the rate of 5% per year over Barclays Bank base rate during the period from date of Delivery to the date of actual payment of the amount due.
5.3. Method of Payment: Payment for all Courses shall be made in pounds sterling (or such other currency as agreed between You and the Company) by credit or debit card or such other method as may be specified by the Company (this is for retail purchases). Global Corporate Purchases are invoiced.
5.4. Security: For payment with Credit Card, the Company uses all reasonable efforts to safeguard the confidentiality of your credit or debit card details such as encryption technology and firewalls. However, “perfect” security does not exist on the Internet. Your credit card number and contact information will be provided to Barclaycard Merchant Services or the relevant credit card company from time to time (“the Credit Card Company”). The Credit Card Company has its own privacy and data collection practices and the Company has no responsibility or liability for these independent practices. This does not apply
for Corporate Purchases being invoiced.
6. ACCEPTANCE & CANCELLATION OF ORDERS FOR RETAIL/INTERNET PURCHASES ONLY
6.1. Offer and Acceptance: Neither the Website nor the Company e-Learning price lists constitute legally binding offers:
the Company e-Learning is under no obligation to accept your order for an On-Line Course or any other Course.
Acceptance of your order shall take place only when the Company e-Learning dispatches its acceptance of your order to you.
6.2. Cancellation Right: You have the right in accordance with Regulation 10 to cancel any Distance Contract made between us, which includes contracts made exclusively by means of the Internet, e-mail, fax, telephone or other means of distance communication. In accordance with the Regulations, notice of cancellation must be received by us during the Cancellation Period, which is the period ending on the expiry of SEVEN WORKING DAYS beginning with the day after the day on which the contract was concluded. In the event that a contract is cancelled pursuant to the Regulations, you will be responsible for
returning any Course Materials to us in accordance with our Returns Procedure set out in Clause 8 of these Terms.
6.3. Limit on Cancellation Right: Except as otherwise agreed between you and the Company e-Learning , and in accordance with Regulation 13, you will not be able to cancel the contract in accordance with Regulation 10 once Delivery of the services has begun.
7. CANCELLATION PROCEDURE
7.1. Notice of Cancellation: Notice of cancellation of any Course must be given in accordance with Clause 18.
7.2. Cancellation Fee for In-house: Unless you cancel a Course within the Cancellation Period, cancellation will incur a cancellation fee based on the following:
(a) If you cancel up to 8 weeks prior to Delivery of the Course, there will be a cancellation fee of 30% of the total price payable by you
(b) If you cancel not more than 6 weeks but not less than 4 weeks prior to Delivery of the Course, there will be a cancellation fee of 60% of the total price payable by you
(c) If you cancel up to 4 weeks prior to Delivery of the Course, there will be a cancellation fee of 100% of the total price payable by you
(d) Cancellation for Blended Programmes: For the in -house training days as part of the blended training, the above cancellation for in-house applies. For the Pre- and/or Post Study Online-modules assigned as part of the blended package, there is an automatic ongoing renewal fee at the end of the initial access period which serves as a continuous roll-over subscription to the modules. Please see cancellation periods in clause 7.4.
7.3. Nature of Cancellation Fees: You agree that the above cancellation fees constitute a genuine pre-estimate of the expenses likely to be incurred by us as a result of your cancellation.
7.4. For Online Learning and Blended Learning Subscription Contracts: the Company require written notification sixteen weeks prior to the renewal date for yearly subscription contracts and eight weeks notification prior to any other length of contract if you do not wish to renew your subscription contract, otherwise the contract will automatically roll over with a 10% increase on sale price on a continuous basis. For contracts and access periods of less than an eight week period, the notification period is four weeks.
8. RETURNS PROCEDURE
8.1. Returns Procedure: Where the Company has sent out course specific material, we will accept Course Materials for return only if:
(a) You cancelled the relevant Distance Contract within the Cancellation Period as defined in clause 6.2 or;
(b) The Course Materials were not compliant with our obligations under these Terms, and;
(c) You follow the returns procedure set out below.
8.2. Condition of returned Course Materials: the Company will accept returned Course Materials only if they are:
(a) Accompanied by a valid proof of purchase and
(b) Complete and in an unused and re-saleable condition. In particular, the Company reserves the right not to make any refund to you in respect of sealed Course Materials where such seal has been broken (for example sealed CD Rom products).
8.3. Notification: the Company reserves its right under Regulation 14 to make a charge for the ret urn of Course Materials on cancellation of a Course by you. Such charge shall not exceed the actual direct costs of such return. If you wish to return Course Materials in the circumstances set out above, you should notify the Company in the manner set out in Clause 18 with details of your original order number and receipt. If the Company agrees to accept the return, your credit or debit card will be debited with the cost of the return delivery charge being £25 per return.
8.4. Collection of Course Materials: the Company will arrange to collect the Course Materials to be returned. You will then receive an e-mail notice that your return is registered with the Company’s carrier who will collect the goods within five (5) working days of your contacting the Company as provided above.
8.5. Refund of Purchase Price & Outbound Delivery Charge: If you qualify for a return and have followed the above procedure, you will receive a full refund of the purchase price and the outbound delivery charge to be credited to your card. Noncompliant Course Materials must be returned before any refund will be made.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Ownership: the Company or its licensors own all title, copyright and all other intellectual property rights (including without limitation, database rights, trade marks, patents, and designs (whether registered or unregistered) in and to all Course Materials. You acknowledge that you do not own and shall not acquire any title, copyright or any other intellectual property rights in and to the Website and/or the Courses or any Course Materials and you shall not modify, translate, adapt or otherwise amend the same otherwise than in accordance with applicable law.
9.2. Limited Licence: Except as otherwise expressly stated on the Website or in the Course Materials, the Courses, and the Course Materials are supplied for your private information and educational use. Any commercial use, copying, distribution, transmission or publication of the whole or any part of the Course Materials and/or the Website is strictly prohibited without the express prior written consent of the Company.
9.3. Software: Your use (including downloading) of any content or software in connection with the Courses is governed by the terms of the end user licence agreement (if any) which accompanies or is included with such content and/or software. You may not install or use any content or software that is accompanied by or includes a licence agreement unless you first agree to the terms of such licence agreement. You agree that the licensor of any software obtained via us and used by you in connection with the Courses shall have the right (in terms of the Contracts (Rights of Third Parties) Act 1999) to enforce the terms of that licence directly against you. For any content or software not accompanied by a licence agreement, the Company hereby grants to you a revocable personal non-transferable licence to use the content or software for viewing and otherwise in accordance with these Terms.
9.4. Trade Marks: The display of any trade names or trademarks on the Website or in any of the Course Materials does not imply that any licence has been granted to any third party in respect of the same. All other product or company names, devices, logos, icons, graphics or designs referred to on the pages of the Website or in any of the Course Materials are the trade marks of the respective owners and are exhibited only in such a manner as is intended to be for the benefit of such trademark owners. The Company intends no infringement of such trademarks. The appearance or absence of products, services, companies,
organisations, home pages or other websites on the Website or any of the Course Materials does not imply any endorsement or non-endorsement thereof by the Company.
9.5. Search Programs: The deployment within the Website of any spider, robot, web crawler or other automated query program is forbidden except as may be necessary to identify the existence and general nature of the Website for ordinary internet search engine purposes.
9.6. Reservation of Rights: All rights not expressly granted to you under these Terms are reserved to the Company.
9.7. the Company will retain copyright on all authored material, unless otherwise agreed.
10. USE OF THE WEBSITE AND COURSES
10.1. Computer System: You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Courses and/or the Website, is compatible with the Courses and/or the Website and is capable of running the Courses and/or the Website content. You must not attempt to interfere in any way with the proper working of the Website and/or the Courses and in particular you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router, or any other internet connected device.
10.2. Course Changes: the Company e-Learning reserves the absolute right to update, alter, suspend or discontinue any aspect of the Courses and/or the Website including your use of and/or access to it.
11. USER REGISTRATION
11.1. Registration: In order to access and use the Website and/or the Courses, you are required to complete the applicable registration form (“the Registration Form”) and to submit the same to the Company e-Learning. The information requested to be provided on the Registration Form must be current, complete and accurate. Registration is subject to acceptance or refusal by the Company e-Learning at its sole discretion. By registering you warrant and represent that you can form binding contracts under applicable law.
11.2. Passwords: You are solely responsible in all respects for protecting the confidentiality of any password given to you or selected by you for access to or use of the Website and/or the Courses. Your password may only be used by you personally and you must not share it with or transfer it to any third parties. You are solely responsible for any and all activities that occur under your password and account. You must notify the Company e-Learning immediately of any unauthorised use of your password or any other breach of security regarding the Website and/or the Courses which comes to your attention. The Company will not be liable for any loss that you may incur as a result of a third party using your password or account. However, you may be liable for losses incurred by the Company e-Learning as a result of someone else using your password or account.
12. POSTING AND CHAT FACILITIES
12.1. Posted Materials: The following provisions apply to your use of any facilities which enable you to post or send text, graphics, audio-visual or other material (‘Material’) on the Website or to send Material to other users of the Website via e-mail, chat room, bulletin boards or other means.
12.2. Representations concerning Material: By submitting Material to the Website or to other users of the Website you (a) represent that you are entitled to do so; (b) grant us a non-exclusive, royalty-free, non-terminable licence to copy, modify, distribute, show in public and create derivative works from that Material in any form, anywhere; and (c) authorise us to adapt the relevant Material in the course of doing so, and so waive your moral rights to object to any derogatory treatment, or to be identified as the author, of the Material in question. Except as provided by the Data Protection Act 1998, the Company e-Learning shall
not be subject to any obligation of confidentiality with regard to Material posted by you.
12.3. Excluded Materials: You agree not to send Material to the Website or to other users of the Website which (a) might infringe the intellectual property or other rights of any person or entity, (b) might breach any applicable law (c) constitutes advertising or any form of unsolicited commercial communication (d) might cause damage or denial of use to any hardware or software, or (d) might be defamatory, profane, obscene, sexually oriented, racially offensive, harassing, threatening, abusive, ‘flaming’, false, misleading or otherwise objectionable in our opinion (‘Excluded Material’). We reserve the right to delete any Excluded
Material placed by you on the Website.
12.4. Our responsibilities in relation to Excluded Material: You accept that we do not have the resources to screen the Website for any Excluded Material posted by third parties and that we shall be under no liability in respect of such Excluded Material. We undertake to delete any Material which we decide (at our sole discretion) constitutes Excluded Material within a reasonable time of written notification by you of its presence on the Website.
13. INDEMNITY
13.1. You agree to indemnify the Company in respect of any costs, claims, demands, losses or liabilities (including reasonable legal fees) incurred by the Company as a result of or arising in any way from a claim by a third party which results from any breach by you of the provisions contained in these Terms.
14. WARRANTIES & SERVICE EXCLUSIONS
14.1. Warranties: the Company warrants that the Courses and the Website shall be provided with reasonable skill and care by qualified and experienced consultants, and that the Course Materials will be of satisfactory quality and compliant with any sample Course Materials supplied to you for approval. If you place an order for Courses having been given the opportunity to examine sample Course Materials, the Company shall be under no liability with regard to the Course Materials as supplied unless such Course Materials are non-compliant with sample.
14.2. Uptime & Links: the Company will endeavour to make the Website and the Courses available but cannot guarantee that the Website and/or the Courses will operate continuously or without interruptions which could affect use of the Website and/or the Courses. The Courses and/or the Website may provide links to other websites, which are not under the control of the Company e-Learning. The Company e-Learning shall not be responsible in any way for the content of any such other websites. You acknowledge that the Company e-Learning provides such links only as a convenience. The inclusion of any
link does not imply any kind of endorsement by the Company e-Learning.
14.3. Changes to Courses: the Company reserves the right to alter or cancel any Course or location prior to Delivery of that Course.
14.4. Service Exclusions: The Website and/or the Courses are provided for general information and illustrative purposes only and do not constitute financial, legal or other professional advice. Neither the Company nor any other the Company entity accepts any responsibility or liability for any loss which may arise from reliance on information contained on the Website and/or in the Courses.
14.5. Limited Warranties: The above warranties are the Company’s only warranties and no other warranty or condition, express or implied, will apply to the supply of the Courses, the Course Materials, or any other matter covered by these Terms. No warranty is given that the Course Materials will be fit for any particular purpose. Your statutory rights as a consumer (if any) are not affected by these Terms.
15. LIMITATION OF LIABILITY
15.1. Unlimited Liability: Nothing in these Terms shall operate to exclude or limit the Company’s liability for:
(a) Death or personal injury caused by the negligence of the Company, its servants, agents, employees or subcontractors;
(b) Any breach or contravention of the conditions implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(c) Fraudulent misrepresentation; or
(d) Any breach of any implied term which cannot be excluded or limited.
15.2. Liability Exclusions: Subject to Clause 15.1, the Company shall not be liable to you or any third party for any loss of, damage to or costs in respect of:
(a) Loss of profit, anticipated profits, revenues or anticipated savings, goodwill or business opportunity, or;
(b) Loss of data, or;
(c) Indirect or consequential loss or damage ;
Regardless of whether any of the matters listed in (a), (b), and (c) above are foreseeable, known, foreseen or otherwise.
15.3. Total Liability: Subject to condition 15.1, the maximum liability of the Company arising out of or in connection with any agreement made pursuant to these Terms or any collateral contract, whether in contract, tort (in each case including negligence) or otherwise shall in no circumstances exceed either £1,000 or the sum paid by you to the Company, whichever is the lower.
15.4. Force Majeure: Neither party shall be liable to the other for any failure or delay in the performance of its obligations under these Terms caused by circumstances beyond that party’s reasonable control.
16. TERMINATION & ACCESS RESTRICTION
16.1. the Company shall have the right, at any time by serving written notice on you (which notice may be served by the sending from our server of an e-mail to the e-mail address set out on the Registration Form), to cancel your registration and access to the Website and/or the Courses if you are in breach of any material term of these Terms. The Company reserves the right, in its sole discretion, to suspend your registration and/or access to the Website and/or the Courses at any time without notice.
16.2. For any corporate client termination agreements whereby the client may want to remove any data off the system, the Company reserves the right to charge an administrative removal rate per name removed at 1.10% of the agreement rate per module/person.
17. GENERAL
17.1. Separation of Provisions: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms , and the remainder of the Terms shall continue in full force and effect.
17.2. Third Parties: For the purposes of the Contracts (Rights of Third Parties) Act 1999:
(a) the Company’s employees, sub-contractors and suppliers shall have the benefit of Clause 9 (Intellectual Property) in relation to their own intellectual property, and Clauses 14 (Warranties and Service Exclusions), 13 (Indemnity) and 15 (Limitation of Liability)
(b) Apart from that, these Terms are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.
17.3. Communications: All correspondence with the lecturers, trainers, consultants, authors or anyone else providing training or Course Material on behalf of the Company must go through the Company.
17.4. Assignment: The benefits and obligations conferred by these Terms upon you are personal to you and shall not be assigned, delegated, transferred, sub-contracted or encumbered or otherwise made available or disposed of without the express prior written consent of the Company.
17.5. Non-solicitation, engagement and employment From acceptance of Your order for a restricted period of eighteen months thereafter, You will not (without the prior written consent of the Company) attempt to solicit or entice away from the Company or engage or employ, or procure the engagement or employment of, any person who at the date of Delivery of the Course, to your knowledge, is (or has agreed to be):
(a) an employee or consultant of the Company; or
(b) a customer, supplier, licensor, licensee or collaborative partner of the Company
18. NOTICES
18.1. Address for Notices: Notices to the Company should be sent to info@comic-animation.com
18.2. Form of Notices and Time of Receipt: Notices to you may be sent to you either by e-mail or to the postal address set out on the Registration Form. Notice will be deemed received twenty-four (24) hours after e-mail is sent or three (3) days after the date of posting.
19. LAW, DISPUTES AND JURISDICTION
19.1. These Terms (and all disputes, whether contractual or otherwise, arising out of or in connection with them) are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales to which jurisdiction the parties hereby irrevocably submit.
ONLINE SUBSCRIPTION LICENCE – TERMS AND CONDITIONS
1. DEFINITIONS
You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users (if applicable).
Us, We, or Our: Comic Animations.
Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.
Services: includes Hosting Services and provision of Materials, as the context requires.
Hosting Services: the services we provide to allow you to access and use the Materials, including hosting set-up and ongoing services.
Materials: the electronic materials described more fully in the invoice relating to this Agreement
Subscriber Data: The data input by you for use in conjunction with the Materials.
Subscription Fee: The subscription fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Subscription Period: The period in respect of which a Subscription Fee is payable for any Service, as specified in our invoice relating to this agreement.
Term: the period starting from the Start Date and expiring on the End Date as set out in Schedule 1.
2. AUTHORITY AND LICENCE FOR USE OF MATERIALS
2.1 We authorise you to use the Materials on a non-exclusive basis for the Term or which you agree to pay us the Subscription Fee.
2.2 This authority and licence starts when you enter into this agreement and ends
(a) if the Subscription Period expires without your agreeing to renew this agreement on the terms and Subscription Fee then applying; or
(b) If this agreement is terminated under clause 9.
2.3 You may search, view, copy and print out material containing Materials for your own use.

 

3. AUTHORITY AND LICENCE FOR USE OF HOSTING SERVICES
3.1 We hereby grant you on the terms and conditions of this agreement a non-exclusive, non-transferable licence for the Term to access the Materials through the Hosting Services;

 

3.2 You shall not store, distribute or transmit any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

 

4. YOUR OBLIGATIONS
4.1 You will take all steps necessary to ensure that you and any Authorised Users comply with the terms of use of the Services in this agreement and do not:
(a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this agreement or authorised by us in writing;
(b) make any part of the Materials or of the Services available to any third party except as permitted under this agreement or authorised by us in writing;
(c) Alter any part of the Materials or Services; or
(d) Purport to assign or otherwise dispose of your rights under this agreement.

 

4.2 You will take reasonable steps to ensure that nobody other than you accesses the Materials or Services using accounts created with your username and password.

 

4.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.

 

4.4 Subject to clause 5 (Our obligations), you will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your use of the Materials, provided that:
(a) You are given prompt notice of any such claim;
(b) We provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
(c) You are given sole authority to defend or settle the claim.

 

4.5 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 5.5, you should use your own virus protection software.

 

4.6 By submitting any individual’s personal information to us or our Affiliates, service providers and agents, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information in accordance with our privacy policy which is currently available to view at here.

 

4.7 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Subscription Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Subscription Fee and interest in accordance with the Late Payment of Commercial Debts Regulations 2002 and any associated statutory provisions concerning interest on late contractual payments.

 

5. OUR OBLIGATIONS
5.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials and we will indemnify you against losses, costs or expenses you may incur as a result of any claim that the use by you of the Materials infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made.

 

5.2 The foregoing sets out your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

 

5.3 We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).

 

5.4 We will use our reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
6. CONFIDENTIALITY
6.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) Is or becomes publicly known other than through any act or omission of the receiving party; or
(b) Was in the other party’s lawful possession before the disclosure; or
(c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) Is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
6.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
6.5 We acknowledge that the Subscriber Data is your Confidential Information.
6.6 This clause shall survive termination of this agreement, however arising.
7. DISCLAIMER
7.1 We give you no warranty or assurance, except as set out in clause 5 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law
7.2 Our policy is to conduct our business at all times in a professional manner and to best practice standards. However, you should note in particular that we give you no warranty or assurance (a) that access to the Materials and our means of delivering them are compatible with your software or computer configuration or (b) in respect of delivery dates of the Materials to the extent that such delivery is effected by third parties.
8. LIABILITY
8.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) Any breach of this agreement;
(b) Any use made by you of the Services or the Software or any part of them; and
(c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
8.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
8.3 Nothing in this agreement excludes our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation.
8.4 Subject to clause 8.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
8.5 Under this clause, our liability includes that of any Affiliate and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.6 We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under the agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
9. TERMINATION
9.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
9.2 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate;
(b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy printouts containing Materials that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Subscriber Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Subscriber Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
(d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
9.3 No refunds shall be payable as a result of your early termination of this agreement.
10. GENERAL PROVISIONS
10.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
10.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
10.4 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.6 This agreement and the Subscription Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
10.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the English courts in respect of all claims (including non-contractual claims).
General Competition Terms & Conditions
1. These terms and conditions apply to all competitions featured in any publications and online services that are organised by Comic Animations (“The Company”) (or a third party on The Company’s behalf).
2. By entering a competition entrants accept these terms and conditions together with any specific instructions and terms for such competition which may be mentioned in any electronic messages, or on the website, or communicated to entrants in any other way (“competition information”). Such competition information shall prevail in the event of there being any inconsistency between these competition terms and conditions and any competition information.
3. The Company may cancel or amend any competition, competition information, or these terms and conditions without prior notice. Any changes will be posted either within the competition information or these terms and conditions.
Competition Entry
4. The competition is open to all residents of the United Kingdom, i.e. England, Northern Ireland, Scotland, and Wales. For the avoidance of doubt, Jersey, Guernsey, and the Isle of Man are not part of the United Kingdom for these purposes. The Company may ask competition winners for proof of UK residency and if a competition winner is unable to prove their residency to the Company’s satisfaction (i.e. prove that they are physically present in the UK for 183 days or more in the previous or current UK tax year), the Company reserves the right to select an alternative winner. There is no minimum age limit unless specified otherwise in the competition information. However, entrants under the age of 18 must insert contact details of a parent or guardian when entering. Employees and members of their immediate families (including any live-in partner or household member) of any of the following may not enter:
The Company;
Subsidiaries of the Company;
Companies sharing common directors with the Company;
Any company involved in the organisation, management, promotion, or administration of the competition or its entry routes or donation of prizes or their agents or subsidiaries;
Any company involved in any capacity in the sponsorship of a competition or competition prize.
5. Where an entrant requires the details of his/her parent/guardian to be entered onto the entry forms, the Company may ask for proof of age and in all competitions evidence to verify the identity of that entrant at any time, and may use any channels and methods available to carry out checks of any details provided. Entrants may only enter the competition in their own name.
6. The opening and closing dates and times for entries are as indicated in the competition information. Any entries received before the opening and after the closing of the competition will be invalid and will not be entered into the competition.
7. By entering the competition entrants warrant that all information submitted by them is true, current, and complete. Entrants also warrant that they are the copyright owners of any copyright works submitted, e.g. photographs and drawings, and Comic Animations’s use of such works (which you will permit) will not infringe the rights of any third party.
8. Any limit on the number of entries a person or household may make will be clearly stated in the competition information. Entries received that exceed this limit will be invalid and will not be entered into the competition.
9. Entry to the competition may only be made through the applicable method(s) indicated in the competition information. Not all of the following methods of entry may be available for entry to each competition. The following terms and conditions will apply where the method is indicated as being available in the competition information. Where entrants pay an entry fee, they must have the permission of the bill payer before entering; otherwise the entry will be invalid.
(a) Text (“SMS”) entry
Where specified in the competition information as an available method of entry to the competition, SMS entrants are required to send a text to the shortcode or number as indicated in the competition information. Texts received by the Company will be charged at the standard operator rate, which will vary depending on the entrant’s mobile network provider. When a text message is received from the Company, sent to the same mobile phone from which the answer was sent, acknowledging receipt of the entry (a “Text Acknowledgement”), this will result in the entrant being charged the charge stated in the competition information. Please check with the relevant mobile network provider what standard network charge will apply. In the event that the entrant has insufficient funds, credits or capacity on their handset (as applicable) for the Text Acknowledgement to be successfully sent by the Company and received by the entrant within 72 hours of the original entry being received by the Company, the relevant entry will be deemed ineligible and will not be accepted.
Entries sent by text message which are received after the stated competition closing time will be invalid and will not be entered into the competition. If a text message entry is received by the Company after the stated competition closing time, the entrant will receive a free text message from the Company informing them that their entry was received late and was not therefore entered into the competition; however, the entrant will not be entitled to a refund of the standard network charge imposed by the entrant’s mobile network when they entered the competition by text message.
SMS entries received after the notified competition closing time will not be valid. the Company accepts no liability for any SMS entry charges incurred regardless of whether the entry is received before the competition closing time. SMS entrants may opt out of receiving any marketing messages in the confirmation message (please see rule 29 of these terms and conditions).
(b) Web entry
Where specified in the competition information as an available method of entry to the competition, web entrants are required to follow the instructions on the website as indicated in the competition information. Entrants will receive a message confirming entry to the competition. Web entrants may be required to supply their name, and/or email address and/or a contact telephone number and/or any other details. In the event that entrants are required to pay to enter online, entrants will need to use the relevant payment service indicated in the competition information, and may need to open an account and register to pay for online entry to the competition. Online entry costs will be as indicated in the competition information. Entrants must read and accept the terms and conditions relating to the online entry pay service before proceeding with such a web entry.
(c) Email entry
Where specified as an available method of entry to the competition, e-mail entrants may enter the competition by sending an e-mail with the information indicated in the competition information and at the email address indicated. There is no charge for email entries. Entrants may receive a message confirming their entry to the competition.
(d) Mobile Internet entry
Where available, entrants may enter the competition by Mobile Internet. Eligible entrants are required to click on the link to the competition on the relevant Mobile Internet webpage and follow instructions to provide the required information to enter the competition. Entries without all the required information will be invalid. Entrants will be charged £1.50 for entering a competition via Mobile Internet together with any applicable network charges. Some mobile network operators will include the £1.50 charge on the entrant’s telephone bill; others will send a Text Acknowledgement which will result in the entrant being charged £1.50. Mobile network operators may also charge their customers for using the Mobile Internet/browsing tools. Entrants should contact their network operator for more details as these charges may vary depending on the entrant’s mobile network operator and tariff.
(e) Entry via Social Network Sites
Where specified as an available method of entry to the competition, Social Network Site entrants may enter the competition by responding with the information indicated in the competition details by posting their answer within their comment. There is no charge for such entries.
10. Neither the Company nor its servants, agents, nor any other party or organisation involved in the management, promotion, or administration of the competition or its entry routes or donation of prizes or their agents or subsidiaries involved in the competition will accept responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, alteration of, or unauthorised access to entries, or entries lost or delayed whether or not arising during operation or transmission as a result of server functions (including but not limited to security functions by software used by the Company or any third party), virus, bugs, or other causes outside its control.
11. Entries submitted through agents or third parties or in bulk (i.e. more entries than a human being could submit in the time available without the use of software or other devices designed to make automated entries or, in the case of postal entries, more than one entry submitted under the same postage stamp) will not be accepted. Entrants may enter as many times as they like unless otherwise indicated in the competition information but no more than one prize per person per competition will be awarded.
12. Any entries which are incomplete, incorrect, inaudible, incomprehensible, or not received by the Company will be void.
13. In the event of any fault, mistake, misunderstanding or dispute concerning the correctness or acceptability of the entry or any answers given by entrants (if applicable), or the operation of any part of the competition (in the case of postal entries, a postal strike for example), network or phone system, the decision of the Company shall be final and no correspondence will be entered into.
14. The Company will not be liable to reimburse expenses incurred in making an entry in any competition. Where the Company decides in its sole discretion that an entrant is eligible for a refund, eligibility for refunds will be notified to relevant entrants. The Company reserves the right to refuse to refund any messages where it suspects dishonest or fraudulent conduct on the sender’s part or where the entrant has not complied with the rules of the competition.
Prizes
15. The prize is as specified in the competition information.
16. Where the winner is required to speak for the purposes of a film or video production they must appear to be able to communicate clearly and appropriately for the production in question. The Company reserves the right to select an alternative winner in the event that these requirements are not met.
17. The process for determining the winner of the prize is as indicated in the competition information. Where the winner is randomly selected from all correct and valid entries, the draw for the winner will take place within 7 days of the date on which the competition closes.
18. Prize draw prizes will be awarded in accordance with the laws of chance and, if required by law or regulation, under the supervision of an independent observer. Any competition requiring a subjective assessment in the selection of winning entries will be judged by the Company or as indicated in the competition information and, if required by law or regulation, an independent judge or a panel including one member who is independent of the competition’s promoters and intermediaries.
19. Should more prizes be claimed than are available for any reason, a simple prize draw will take place for the available prize(s).
20. The Company will attempt to notify the winner within 21 days after the closing date, or as otherwise indicated in the competition information, and where time is of the essence for such a period as the Company shall in its absolute discretion deem reasonable. He/she will be contacted on the phone number, by SMS text, or email address provided when entering the competition. The winner will have a specified fixed time period in which to claim his or her prize. If the Company is unable to notify the winner, or if the winner fails to respond within the fixed time period as specified and/or provide an address for delivery of the prize, this may result in forfeiture of the prize and the Company reserves the right to select an alternative winner in accordance with these terms and conditions and the competition information.
21. The Company may in its sole discretion refuse to provide a prize, or seek its recovery, in the event of non-entitlement under these terms or an entrant’s breach of these terms, the Company’s website terms of use, fraud, dishonesty, or other inappropriate or improper conduct including but not limited to the use of technology which enables an entrant to evade charges or entry requirements.
22. Any entrant who enters or attempts to enter the Competition in a manner, which in the Company’s determination is contrary to these terms and conditions or by its nature is unfair to other entrants may be removed from the Competition at the Company’s sole discretion.
23. The Company reserves the right to modify, cancel, terminate or suspend the Competition in whole or in part, at its sole discretion, if it believes the Competition is not capable of being conducted as specified in these terms and conditions or in the event of a virus, computer bug or unauthorised human intervention or any other cause that is beyond the reasonable control of the Company that could corrupt or affect the administration, security, impartiality, or normal course of the Competition.
24. The Company reserves the right in its sole discretion to withhold delivery of the prize until such proof of eligibility and identity has been confirmed or if such proof is not produced on request or to disqualify the entrant from the competition.
25. The Company shall try to deliver the prize to the winner within 28 days from the date of the draw, unless otherwise specified to the winner. Delivery restrictions may apply. No cash equivalent (where applicable) or alternative prize will be given and the prize is non-transferable and non-exchangeable. However, the Company reserves the right to change the prize due to circumstances beyond its control or to offer an alternative of similar value.
26. In relation to all competitions, the first name and surname of the winner may be published by the Company and entrants grant to the Company a non-exclusive licence to use and publish their entry in any media for the purpose of announcing the winner.
Data Protection and Publicity
27. The Company (or any third party nominated by the Company) may exercise its sole discretion to use the winner’s (and (if applicable) their companion’s) name, address, and image and their comments relating to the prize and competition experience for future promotional, marketing and publicity purposes in any media worldwide without notice or without any fee being paid.
28. Information, data and the caller line identity (“personal data”) which is provided by entrants when they enter will be held and used by the Company and their suppliers and contractors in order to administer the competition. If entrants call from a withheld caller line identity and do not provide their caller line identity when entering the competition, the Company may use the withheld caller line identity for customer care purposes such as refunds or communications relating to a service e.g. to notify a winner. Entrants’ personal data may also be passed to their mobile phone network or to relevant regulatory bodies including PhonePayPlus, the police or other authorities in the course of the investigation of any complaints or suspected unlawful activity or where requested by the phone provider in connection with the billing arrangements for the competition. Aggregate, non personal data may also be used for the purpose of undertaking market research or in facilitating reviews, developments and improvements to relevant services.
29. Any personal data will only otherwise be used in accordance with the Company’s privacy policy which can be viewed at here. Any entrant who is entering the competition via e-mail or SMS may opt out of receiving any marketing communications from the Company by adding the word NOINFO after the keyword as specified in the competition or at the end of the e-mail.
Liability
30. Nothing in these terms and conditions shall exclude or limit the Company’s liability for death or personal injury caused by their staff or supplier’s negligence or for fraud. Subject to this, the Company cannot accept any responsibility for any damage, loss, injury or disappointment suffered by any entrant entering the competition or as a result of accepting any prize. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, software failure of any email or entry to be received on account of technical problems or traffic congestion on the Internet, telephone lines or at any web site, or any combination thereof, including any injury or damage to entrant’s or any other person’s computer or mobile telephone related to or resulting from participation or downloading any materials in the competition.
31. The Company cannot promise that the services relating to the competition will be free from errors or omissions nor that they will be available uninterrupted and in a fully operating condition. These services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond the control of the Company. The Company will not be liable in the event that all or any part of the service relating to the competition is discontinued, modified or changed in any way.
Standard terms
32. In the event that any entrant does not, or is unable to, comply with and meet these terms and conditions and the competition information, the Company shall be entitled at its sole discretion to disqualify such entrant, without any further liability to such entrant. In these circumstances, any prize(s) won by the entrant may be forfeited and the Company reserves the right to reclaim any prize(s) already distributed to the entrant. Any entrant must comply with any directions given to him or her by the Company including but not limited to any and all relevant laws, rules and applicable regulatory codes.
33. The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms and Conditions shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.
34. Please note that calls may be recorded to ensure that competition entries are captured, for staff training and quality control purposes.
35. The promoter of the competition is Comic Animations, Mews House, Princes Lane, Muswell Hill, London N10 3LU.
36. These terms and conditions were last updated on 31 May 2011.
Email Marketing
Comic Animations will use one or more of your various contact details supplied to contact you regarding Comic Animations, including your registration, reader research and other related products or events. In addition we will email you about our other relevant products and services.
If you do not wish to receive this, please email info@comic-animation.com.
Comic Animations may also allow carefully selected third parties to email you about their products and services. If you do not wish to receive this, please email info@comic-animation.com.
Digital Advertising
Comic Animations (“THE COMPANY”) STANDARD TERMS AND CONDITIONS FOR DIGITAL ADVERTISING

 

GENERAL
All advertisements accepted for publication by the Company in any of its online products are accepted subject to these terms and conditions. Any other conditions proposed by the Client shall be void unless accepted by the Company in writing.
These terms and conditions, in conjunction with the relevant IO comprise the agreement between the Company and the Client.
DEFINITIONS
3rd Party Ad Server means a third party providing advertising of the Advertiser’s products and services that are identical or similar to those that are subject to the relevant IO;
Ads means advertising communicated to end users by electronic distribution systems;
Advertiser means the party whose products and/or services are to be advertised pursuant to the Deliverables;
Advertising Materials means advertising copy, including, without limitation, artwork, text and active URLs.
Affiliate means in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Agency means an advertising agency representing the Advertiser;
Campaign Period means the period of time during which the campaign subject to the relevant IO is to be operative;
Client means the Advertiser or Agency as the case may be;
Deliverables means the type and amount of the service required including, without limitation, page impressions, clicks or other actions specified and agreed by the parties irrespective of the delivery systems and platforms to which they are directed.
IAB means the Internet Advertising Bureau
IO means a campaign insertion order specifying the terms on which the Company will provide the Deliverables;
Overdelivery means the delivery by the Company of a greater volume of Deliverables than that specified in the IO where the incremental Deliverables accrue a liability by the Client to the Company and ‘Overdeliver’ shall be construed accordingly;
Policies means the Company’s editorial policies from time to time including without limitation privacy policies, user experience policies, policies regarding consistency with the Company’s public image, community standards regarding obscenity or indecency , other editorial or advertising policies;
Site(s) means those websites owned or controlled by the Company.
Technical Specifications means the delivery format of the Advertising Materials required to ensure that the visual appearance of the Ads as set out in the IO is accessible and capable of view on the Sites;
Total Cost means all sums under the terms of the IO exclusive of VAT, which shall be paid without set-off.
1. INSERTION ORDERS
1.1 Parties may negotiate IOs under which the Company will deliver Ads provided by the Client on the Site for the benefit of the Client.
1.2 In each case, the Company shall provide the Client an IO which shall specify:
(a) the Deliverables;
(b) the price(s);
(c) the maximum expense the Client wishes to incur pursuant to the IO (if applicable);
(d) the start and end dates of the campaign;
(e) the identity of and contact information for any 3rd Party Ad Server, if applicable.
(f) any special Ad delivery scheduling and/or Ad placement requirements; and
(g) editorial adjacency requirements, if any; and
(h) Technical Specifications.
1.3. Both parties must agree in writing to a revision of an IO previously accepted.
2. AD PLACEMENT AND POSITIONING
2.1 The Company will use reasonable endeavours to display/transmit the Advertising copy during the Campaign Period in accordance with the terms of the IO.
2.2. If Advertising Copy is not transmitted/displayed in accordance with the agreed specifications set out in the IO within the Campaign Period for reasons other than the default of the Client, the Company will use reasonable endeavours to comply with those specifications within one month of the end of the Campaign Period. The Client will be entitled to an appropriate pro-rata rebate of the Total Cost based on the number of impressions actually transmitted after the additional one month period.
2.3. The Company will provide to the Client within 5 business days of acceptance of an IO revised Technical Specifications, as agreed upon by the parties. If the Company changes such Technical Specifications after that two business day period it will allow the Client to suspend (without altering the end date unless otherwise agreed by the parties) delivery of the affected Ad for a reasonable time in order to either
(a) allow the Client to send revised Advertising Materials to the Company; or
(b) allow the Company to resize the Ad at the Company’s cost, and with final creative approval of Client, within a reasonable time period to fulfil the guaranteed levels of the IO; or
(c) accept a comparable replacement; or
(d) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ad without penalty.
2.4 In the event that the Company fails to comply with the editorial adjacency requirements set out in the IO, the Client shall notify the Company of the same in writing, whereupon the Company shall use its reasonable endeavours to ensure that the Ad becomes compliant with the relevant requirements within 3 business days of such notification.
2.5 The Company shall deliver the relevant campaign in accordance with the dates specified in the IO. The Company shall be responsible for compensating the Client in respect of under delivery in excess of a five (5) percent of the total booking (as reported by 3rd Party Ad Servers) set out in the IO.
2.6. In the event that Advertising Copy is not transmitted/displayed in accordance with the agreed specifications set out in the IO within the Campaign Period as a result of the default of the Client, the Company reserves the right to make additional charges in respect of the period of delay prior to its receipt of Advertising Copy complying fully with the agreed specifications of the IO.
3. PAYMENT AND PAYMENT LIABILITY
3.1 The Company shall render invoices to the Client for all sums due to the Company pursuant to this Agreement at intervals of not more than one calendar month, the first such invoice to be rendered within one calendar month of acceptance of the IO. The Client will be responsible for payment of VAT and/or any other applicable sales tax.
3.2. The Client shall settle all invoices in full within 30 days. If the Client is in default of payment by the due date the Company, shall without prejudice to its other rights, be entitled to refuse to transmit the Advertising Copy and the Company’s obligations generally will be reduced pro-rata to the delay in payment including, without limitation, the number of guaranteed impressions or plays obliged to be transmitted/displayed, without affecting the Client’s financial responsibility for all impressions and plays ordered and inventory reserved.
3.3. The existence of a valid query on any individual item in an invoice will only affect the due date of payment of that individual item. The Client must notify the Company of any such query within seven days from the date of the invoice after which the Company will not agree to amend the terms of the relevant invoice.
3.4 The Client may not set off any payment due in an invoice against liabilities of the Company.
3.5. For the avoidance of doubt, any discounts or rebates offered by the Company shall only be available in respect of the campaign specified in the IO and shall not be available to any Affiliate of the Client.
3.6. For the avoidance of doubt, where the Advertising Agency is the Client, it is contracting as principal in all respects and as such will be personally liable for the payment of the Total Cost and for all other obligations under this Agreement.
3.7. Should an Agency fail to make payment within the deadline stipulated in the relevant invoice, the Company reserves the right to inform the Agency’s client of such default.
3.8 All late payments shall be subject to compensation and interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
3.9. No credits or set-offs in respect of an invoice (or part thereof) shall be accepted by the Company unless it is agreed within 12 months of the date thereof.
4. POSTPONEMENT
If the Client wishes to postpone the Campaign Period the Company shall consider such request in good faith but shall have no obligation to consent to such postponement. Any acceptance of such postponement shall require immediate pre-payment of the Total Cost less any payments previously made.
5. CANCELLATION AND REVISION
5.1 At any time, the Client may cancel the IO with 30 days prior written notice, without penalty. For clarity and by way of example, if the Client cancels the IO 15 days prior to the serving of the first impression, the Client will only be liable to pay for the Deliverables provided during the first 15 days after the start date for the services set out in the IO.
5.2. In the event that a Client seeks to revise an IO the Client must provide a written request 30 days prior to the intended date of the requested revision. In the event that the Company accepts such request (which it may accept or reject in its absolute discretion), billable rates will automatically revert to the appropriate published rate (the ‘ratecard’) for the revised impressions or such other rate as the Company shall advise the Client.
6. TERMINATION
The Company may terminate an IO at any time if the Client is in material breach of its obligations hereunder that is not remedied within 14 days after the date of the company’s written notice, except as otherwise stated in this Agreement with regard to specific breaches.
7. BONUS IMPRESSIONS
7.1 Where the Client engages a 3rd Party Ad Server, the Company will not Overdeliver without prior written consent from the Client.
7.2 Permanent or exclusive placements shall run for the period of time specified in the IO regardless of Over-delivery, unless the IO places a limit on the volume of impressions attributable to 3rd Party Ad server activity.
7.3 The Advertiser will not be liable to the Company for any additional Ads in excess of any limits set out in the IO. If a 3rd Party Ad Server is being used and the Advertiser notifies the Company that the guaranteed or capped levels stated in the IO have been reached, the Company will use reasonable endeavours to suspend delivery within two business days thereafter.
8. FORCE MAJEURE
8.1 Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes. In the event that the Company suffers such a delay or default, the Company shall use its reasonable endeavours within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or other arrangement is reasonably acceptable to the Client, the Company shall allow the Client a pro rata reduction in the payment due pursuant to the relevant IO.
8.2 To the extent that a force majeure has continued for 10 business days, the Company or Client has the right to cancel the remainder of the IO without penalty.
9. ADVERTISING MATERIALS
9.1 The Client shall submit Advertising Materials at least 5 business days before the commencement of the Campaign Period in accordance with the Company’s prevailing advertising criteria or specifications (including content limitations, agreed Technical Specifications, Policies, and material due dates) in accordance with clause 2.3.
9.2 If Advertising Materials are submitted later than 12 noon on the day before the relevant campaign is due to begin the Company reserves the right to make a pro rata reduction in the volume of impressions comprising the Deliverables and to make charges further to those specified in the relevant IO.
9.3 The Company reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in the Company’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, the Company’s reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon the Company or any of its Affiliates.
9.4 If Advertising Materials provided by the Client are damaged, not to the Company’s specifications, or otherwise unacceptable, the Company will use reasonable endeavours to notify the Client within 5 business days of its receipt of such Advertising Materials.
9.5 The Company shall at all times retain all right, title and interest in any intellectual property rights in Advertising copy produced on behalf of the Client by the Company.
9.6 The parties will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.
10. WARRANTIES
10.1 The Client hereby warrants, represents and undertakes to the Company that:
(a) In respect of the Advertising Copy or any part thereof supplied by the Client or any other material provided to the Company by the Client (including the Client’s brand) it will not infringe the copyright, trade mark or any other intellectual property or other proprietary rights or be defamatory of any third party or obscene, indecent, offensive or liable to incite racial hatred and their publication by the Company will not give rise to a right for any third party to claim payment and/or damages;
(b) The Client has obtained and paid for all necessary consents, licences, and permissions to advertise on the Site;
(c). The Client has taken or will take all necessary steps to ensure that its advertising on the Site will not be illegal or actionable for any reason in any territory and shall comply with all applicable legislation, rules and regulations including for the avoidance of doubt any applicable advertising and/or relevant financial services standards and codes;
(d) If any Advertising Copy 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 Client warrants that the Client has obtained the authority of such living person to make use of such name, representation and/or copy.
(e) The Advertising Copy contains no viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
(f) The Client is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertising Copy relates and will indemnify and hold the Company harmless accordingly.
11. INDEMNITIES
11.1. The Client will fully indemnify and keep the Company and its directors, officers and employees fully indemnified against all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses (including loss of profits) penalties, claims, demands and liabilities directly or indirectly suffered or incurred by the Company (or its directors, officers or employees) howsoever arising from any breach of the Client’s warranties, obligations or agreements contained herein.
11.2. The Client will provide the Company with full co-operation in defending any claim or complaint concerning the Advertising Copy including, but not limited to, providing evidence in support of advertising claims and copies of documentation evidencing the clearance of relevant underlying third party proprietary rights.
11.3. The Client acknowledges and confirms that the Company has not provided it with any guarantees concerning reach of the site or target audience. Any statistics related to the site provided to the Client are provided as an estimate based on prevailing available research only and may not be relied on by the Client as a representation or otherwise.
12. LIMITATION OF LIABILITY
12.1. The Company shall not be liable to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any loss of profit, goodwill, business opportunity, anticipated saving or any type of special, indirect or consequential loss or damage.
12.2. Subject to Clause 12.3 below, the Company’s entire liability (if any) to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to the amount actually paid by the Client to the Company.
12.3. Neither party’s liability to the other shall be excluded or limited by the provisions of this Agreement, save to the extent permitted by law in respect of:
(a) death or personal injury resulting from the negligence of itself, its servants or agents;
(b) fraud; or
(c) any other liability the exclusion of which is prohibited or limited by law,
13. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
13.1 Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under
the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary.
13.2 Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
13.3. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which:
(i) was previously known to a party;
(ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”);
(iii) was rightfully in the Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”);
(iv) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to Recipient by Discloser; or
(v) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other regulatory body, as otherwise required by law or the rules of any applicable regulator.
13.4 The Company and the Client shall comply with their respective privacy policies from time to time.
14. MISCELLANEOUS
14.1. The Company represents and warrants that it has the necessary authority to provide the Deliverables set out in the IO subject to the terms and conditions of this agreement, including any applicable Policies. The Client represents and warrants that Client has all necessary licenses and clearances in respect of the use of the content contained in their Ads and Advertising Materials.
14.2. The Client may not resell, assign or transfer any of its rights or obligations hereunder.
14.3 All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees (as applicable), successors and assigns (as applicable).
14.4 These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
14.5 In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail.
14.6 These Terms and Conditions and the relevant IOs to which they relate shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with any dispute arising in respect of its terms, formation or construction (including non-contractual disputes).
14.7 No modification of these Terms and Conditions or any IO shall be binding unless in writing by both parties.
14.8 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.
14.9 All rights and remedies hereunder are cumulative.
14.10. Any notice required to be delivered hereunder shall be delivered three days after deposit in the Royal Mail, (recorded delivery), one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to the Company and the Client shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Client shall be sent to the address specified on the IO.
14.11. Clauses 3, 9, 10, 11, 12, and 14 shall survive termination or expiry of this Agreement. On expiry or termination, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.

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