In these Advertising Terms (“Terms”) the following words shall have the following meanings:
Advert An advertisement in listing form as set out on the website intended by the Advertiser to be displayed on the Website.
Advert Period The advert period will be for one year unless a written cancellation is received. Monies are payable quarterly and no refund can be given if the cancellation period is within a quarter period.
Advert Fee The fee payable for the display of an Advert for the Advert Period is set out on the website and payment details must be inputted and the first quarter payment will be taken on receipt and placing of the listing
Content The appearance or content of any Advert, including without limitation, all trade marks, designs, images, trade dress, personal data, confidential information, wording, advertising claims, domain names, and any other visual aspect of an Advert.
Website The website operated by FD Forum Directory Ltd at the following address: ……………………….. may be varied and/or updated from time to time.
2 Advert Submission
2.1 In consideration of the payment of the Listing Fee and compliance with these Terms, FD Forum Directory Ltd agrees to display the Listing on the Website. All Listings will be approved by FD Forum Directory Ltd before going live on the Website.
2.2 The Advertiser will provide to the FD Forum Directory the content of the Listing within the parameters of their advertising form.
2.3 FD Forum Directory will review the content of the Advert and:
2.3.1 inform the Advertiser that the Listing is acceptable and reserve for the Advertiser the appropriate advertising space for the proposed Advert Period; or
2.3.2 inform the Advertiser that the Listing is unacceptable and provide reasons for this and request that the Advertiser submits an amended version of the Listing
2.4 Notwithstanding any indication that FD Forum Directory Ltd may give that a Listing iis acceptable, FD Forum Directory Ltd reserves its right to reject any Listing at its sole discretion and the payment of the Advert Fee does not oblige FD Forum Directory to accept or display an Listing.
3.1 The Advertiser is solely responsible for, and FD Forum Directory Ltd will accept no liability arising from, the Content of any listing.
3.2 The Advertiser warrants that:
3.2.1 it is entitled to use, and FD Forum Directory Ltd is entitled to display on the Website, any Advert; and
3.2.2 it is entitled to use, and FD Forum Directory Ltd is entitled to display on the Website, any trademark, hypertext link, meta-tag, website address or any other material, whether apparent or hidden, contained within or associated with any Listing and
3.2.3 no Listing will include any material that is illegal, obscene, indecent, pornographic, abusive, threatening, defamatory, discriminatory, liable to incite hatred, in breach of confidence or privacy, or for which the Advertiser has not obtained all the necessary licences or approvals; and
3.2.4 FD Forum Directory Ltd’s display of a Listing will not contravene any applicable law, regulation or advertising code and that no third party’s rights (including intellectual property rights) will be infringed by FD Forum Directory Ltd’s display of any Listing in accordance with these Terms.
3.3 FD Forum Directory Ltd is entitled, at its sole discretion, to withdraw any Listing from display on the Website in the event that it receives any complaint about the Listing, or its contents, or it becomes aware of any allegation or claim that the Listing does not comply with the conditions of clause 3.2 above or that it contravenes any applicable law, regulation or advertising code, or that it infringes the rights of any third party. If FD Forum Directory Ltd receives any such complaint it shall notify the Advertiser and may, at its sole discretion, give the Advertiser a reasonable opportunity promptly to respond to the complaint; however nothing shall oblige FD Forum Directory Ltd to give any such notice. If FD Forum Directory Ltd withdraws a Listing without first giving the Advertiser an opportunity to respond, it will promptly inform the Advertiser of such withdrawal and the reasons for it. If a Listing is withdrawn by FD Forum Directory Ltd in accordance with this Clause 3.3, no refund shall be payable by FD Forum Directory Ltd to the Advertiser.
3.4 The Advertiser hereby indemnifies and holds FD Forum Directory Ltd harmless against any liability FD Forum Directory Ltd incurs (including, without limitation, all costs, claims, demands, liabilities, expenses, damages or losses) resulting from any claim or allegation that arises from a breach of the warranties in Clause 3.2 above. This indemnity will survive the termination or expiry of these Terms.
By submitting a Listing, the Advertiser hereby grants FD Forum Directory Ltd a non-exclusive non-transferable royalty-free licence to display the relevant Listing on the Website for the relevant Advert Period.
5.1 The Advertiser is entitled to cancel an Listing by written notice to FD Forum Directory Ltd If the notice is received prior to the start of the new quarterly period, FD Forum Directory Ltd will withdraw the Listing and will not take any further payments. If the notice is received after the start of the next quarter period, FD Forum Group Ltd will withdraw the Listing and no refund shall be made.
6.1 In the event that the Advertiser becomes aware of any error in a displayed Listing which is a result of an error by FD Forum Directory Ltd, FD Forum Directory Ltd will, at the Advertiser’s request, use its reasonable endeavours promptly to correct such error, free of charge.
6.2 In the event that the Advertiser becomes aware of any error in a displayed Listing which is a result of an error by the Advertiser or in the event that an Listing ceases to be accurate or appropriate, FD Forum Directory Ltd will, at the Advertiser’s request, use its reasonable endeavours to correct such error or cease display of the Advert but FD Forum Directory Ltd reserves the right to make an administrative charge for taking such action.
7.1 FD Forum Directory Ltd shall take all reasonable care to ensure that the Website is available and functioning at all times, but it does not guarantee continuous, uninterrupted or secure access to the Website or any Listing, nor does it guarantee that the Website is virus or error free. The Website is accordingly provided “as is” and as and when available, and to the extent permissible by law FD Forum Directory Ltd hereby excludes all implied warranties, conditions or other terms, relating to the availability, accessibility or functioning of the Website.
7.2 The Advertiser acknowledges that access to the Website may be occasionally restricted to allow for updates, repairs, maintenance or the introduction of new facilities or services. FD Forum Directory Ltd shall attempt to schedule such interruptions to off-peak periods and shall endeavour to restore the Website as soon as reasonably possible.
8.1 FD Forum Directory Ltd may provide the following non-personal data (“the Data”) to the Advertiser regarding user access to the Website at the end of the relevant Advert Period:
8.1.1 The number of page impressions served; and
8.1.2 The click through rate.
8.2 Whilst FD Forum Group Ltd will use its reasonable endeavours to collect and verify the Data, it gives no warranty as to its accuracy or completeness and will accept no liability for any reliance placed upon the Data by the Advertiser or any other party. The Data may include system test page impressions.
These Terms shall endure until the end of the Advert Period.
10 Force Majeure
If FD Forum Directory Ltd is prevented or delayed in the performance of any of its obligations under these Terms by circumstances beyond its reasonable control (for example, failure of a utility service or telecommunications provider), it may notify the Advertiser, and will, subject to having taken all reasonable steps to avoid the prevention or delay, have no liability in respect of the obligations prevented or delayed, until FD Forum Directory Ltd is in a position to recommence the affected operations.
11 Limitation of Liability
11.1 Nothing in these Terms will operate to limit or exclude either Party’s liability for death or personal injury resulting from that Party’s negligence or either Party’s liability for fraud or fraudulent misrepresentation or any liability which cannot be excluded by applicable law.
11.2 Subject to Clause 11.1, FD Forum Directory Ltd will not be liable to the Advertiser for any of the following:
11.2.1 loss of revenue; loss of actual or anticipated profits whether arising in the normal course of business or otherwise (including, without limitation, loss of profits on contracts); loss of money; loss of anticipated savings; interruption of service; loss of business; loss of opportunity; loss of goodwill; any loss or damage sustained by or in respect of a third party; loss of or damage to reputation; loss or corruption of data; loss of management or administrative time; legal and professional expenses; or
11.2.2 any indirect or consequential loss or damages however caused which arise directly or indirectly from these Terms.
12.1 No amendment or variation to these Terms shall take effect unless it is in writing, signed by authorised representatives of each of the Parties.
12.2 If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired and shall continue in full force and effect.
12.3 Nothing in these Terms is intended to, or shall operate to, create a partnership or joint venture of any kind between the Parties, or to authorise either Party to act on behalf of the other in any way.
12.4 No term of these Terms shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from under this Act.
12.5 These Terms shall be governed by and construed in accordance with the law of England and Wales and each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these Terms.