Advertisement Terms and Conditions

5. Supply of the Advertising Services

• AC shall:
• Use reasonable endeavours to provide the Advertising Services in a timely manner in accordance with timescales agreed in the Order;
• Comply with all applicable laws, regulations, and codes of practice as may be in force or apply to the Advertising Services at the time of performance;
• Promptly notify the Partner of any circumstance that may materially delay or otherwise affect performance of the Advertising Services; and
• Perform the Advertising Services in accordance with this Agreement and with skill care and diligence, in accordance with industry practice.
• Subject to planned maintenance (of which the Partner shall receive reasonable notice wherever possible) and any unforeseen outages caused by circumstances outside AC’s control, AC warrants that the Website shall be available for not less than 99% of the applicable time.
• AC shall have no liability in respect of the content of any advertisement placed by the Partner.
• The Partner warrants that:
• the contents of all Advert(s) shall be true, accurate and compliant with all applicable laws, regulations, standards and applicable codes of practice;
• the Advert(s) do not and shall not infringe the intellectual property rights of any third party; and
• the Partner has the right to disclose all information and materials it has disclosed to AC (and any it will disclose in future) and that AC is entitled to retain such information and materials for the purpose of this Agreement.
• The Partner shall promptly provide AC with:
• contact details of the key individual responsible for dealing with enquiries to your website (and update such details as when necessary to ensure accuracy); and
• all information, details, documents and confirmations as it may reasonably request for the performance of the Advertising Services and/or AC’s obligations pursuant to this Agreement.
• The Partner shall attend all reviews meetings called on reasonable notice by AC in respect of the Services (provided that such meetings shall not be called more than once a quarter unless both parties mutually agree otherwise).
• AC reserves the right to suspend the Advertising Services at any time during the Contract if:
• AC reasonably believes that the Advert(s) infringe the intellectual property rights of any third Party, or is in any way unlawful, immoral or, in AC’s sole opinion, inappropriate for publication; or
• the Partner is in breach of any part of this Agreement; or
• AC reasonably believes that publication of the Advert(s) may result in any form of legal claim, action or proceedings by any third party.
• If after publication the Advert is found to be in breach of any clause of this Agreement, the Advert will be removed and all Charges paid for Advertising Services will be retained by AC.
• Upon receipt of payment of the relevant charges by AC in respect of a particular Advert AC shall notify the Partner of the relevant publish date. Please note that any such publish date is approximate and conditional upon the following:
• Partner’s compliance with the terms of this Agreement;
• supply by the Partner of all information reasonably requested by AC;
• agreement between AC and the Partner of all commission terms for bookings in respect of Event Services;
• the Partner being up to date with all payments due under this Agreement.
• No guarantee is offered in respect of bookings as a result of the Advert being placed with us and irrespective of whether any resulting bookings are made via AC, any resulting bookings made are contracts between the Partner and the relevant third party. AC shall not be liable in respect of any booking made by third parties as a result of the Advertising Services.

6. Charges, Commission and payment

• The Charges for the Event Services payable by AC shall be set out in the Order, and shall be the full and exclusive remuneration of the Partner in respect of the performance of the Event Services. Unless otherwise agreed in writing by AC, the Charges shall include every cost and expense of the Partner directly or indirectly incurred in connection with the performance of the Event Services.
• The Commission payable by the Partner to AC in respect of Charges/Services shall be calculated in accordance with the then current commission rates agreed between AC and the Partner, or as confirmed in the relevant Order. Commission will be debited from the final partner invoice to the value of the agreed commission, this speeds up commission payments, reduces administration and any additional late payment charges.
• The Partner shall invoice AC and subject to the remainder of this clause 6, AC shall pay the Partner in respect of the Event Services in accordance with the specific terms set out in the Order and these Conditions. Where there is a conflict between the terms of the Order and these Conditions, the terms of the Order shall prevail.
• Charges will not be paid by AC to the Partner in respect of Event Services:
• the subject of a complaint, dispute or other issue, unless and until the same is resolved; or
• not performed with due care and skill or otherwise in breach of these Conditions.
• The Partner shall invoice AC on completion of the Event Services. Each invoice shall include such supporting information required by AC to verify the accuracy of the invoice, including the relevant order number.
• Commission in respect of each invoice shall be paid either:
• By way of set-off in respect of the relevant invoice payable to the Partner pursuant to clause 6.5; or
• By bank transfer from the Partner to AC upon completion of the relevant Event Services.
• The parties shall agree Commission rates in advance of acceptance of an Order. The Partner shall promptly provide all relevant financial data relating to Commission and bookings as AC reasonably requests from time to time.
• Unless the Order specifies otherwise, AC shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Partner.
• The Partner hereby acknowledges that the AC Customer(s) may be Consumers and as a result may have various rights by law. The Partner hereby agrees to comply with all such laws and to work with AC in respect of refunds and/or resolutions to any issues or disputes. Specifically, the Partner agrees that AC shall not be obliged to pay the Partner for Event Services in respect of which AC has not been paid by the relevant AC Customer(s) (and, accordingly, in such event no Commission shall be payable to AC in respect of the same).
• The Charges for the Advertising Services payable by the Partner shall be set out in the Order, and shall be paid to AC within fourteen (14) days of receipt of an invoice from AC.
• All amounts payable by either party under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by either party, the payer shall, on receipt of a valid VAT invoice from the payee, pay to the payee such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
• If either party fails to make a payment due under the Contract by the due date, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 12 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• AC may at any time, without notice to the Partner, set off any liability of the Partner to AC against any liability of AC to the Partner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by AC of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
• Partner herby agrees to adhere to AC’s “Price Promise Policy”: Partner agrees that is will not reduce any prices in respect of Events from the prices originally supplied to AC howsoever a client contacts the Partner (whether via another website or another company). If any such reduction does occur, Partner agrees to honour the originally stated price and pay AC the commission due to AC pursuant to this Agreement regardless of any price reduction.

7. Restriction

• The Partner shall not at any time approach the AC Customer(s) directly in respect of any Contract or the Services. If an AC Customer places an Order with the Partner directly, the Partner shall pay Commission to AC at the then current rate in respect of all such Orders.

8. Intellectual Property Rights

• Each party shall remain owner of all and any intellectual property rights owned and vested in it at the date of this Agreement.
• The Partner grants a licence to AC to reproduce and publish the Advert and all content therein for the purpose of performing the Advertising Services and all related obligations under this Agreement.
• The Partner shall indemnify AC against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AC arising out of or in connection with:
• any claim brought against AC for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Event Services and/or the Advert, and/or any materials provided to AC by the Partner for performance of the Advertising Services (excluding AC Materials); and
• any claim made against AC by a third party (including but not limited to AC Customer(s)) arising out of, or in connection with, the supply of the Event Services or the Advertising Services or any materials provided to AC by the Partner for performance of the Advertising Services.
• This clause 8 shall survive termination of the Contract.

9. Liability

• Nothing in this clause 9 shall limit either party’s payment obligations under this Agreement.
• Nothing in this Agreement limits any liability which cannot legally be limited including liability for:
• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• any other liability that may not lawfully be limited or excluded.
• Subject to the remainder of this clause 9 the total liability of the Partner for any claim arising out of or in connection with this Agreement shall be limited to the total Charges payable by AC in respect of Event Services under this Agreement in the twelve months immediately preceding such claim.
• Subject to the remainder of this clause 9 the total liability of AC for any claim arising out of or in connection with any Order(s) for Advertising Services shall be limited to the total Charges paid by the Partner for such Advertising Services in respect of the relevant Order(s). The total liability of AC for all claims arising out of in in connection with this Agreement shall not exceed the total Charges paid to AC for the duration of this Agreement.
• Subject to the remainder of this clause 9, neither party shall be liable for:
• Loss of profits.
• Loss of sales or business.
• Loss of agreements or contracts.
• Loss of use or corruption of software, data or information.
• Loss of or damage to goodwill.
• Indirect or consequential loss.

10. Data protection

• The parties shall comply with their data protection obligations as set out in Schedule 2 (Data protection).

11. Insurance

• During the term of the Contract and for a period of 3 years thereafter, the Partner shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on AC's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

12. Termination

• Without limiting or affecting any other right or remedy available to it, AC may terminate the Contract:
• with immediate effect by giving written notice to the Partner if:
• there is a change of control of the Partner; or
• the Partner's financial position deteriorates to such an extent that in AC's opinion the Partner's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
• the Partner commits a breach of clause 4(h),
• for convenience by giving the Partner at least three (3) months' written notice.
• Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
• the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
• the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
• the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
• Contract for provision of Advertising Services which are stated on the Order as fixed term shall automatically expire on expiry of the stated fixed term.

13. Consequences of termination

• On termination of the Contract for any reason or on expiry, the Partner shall immediately return all AC Materials.
• Termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
• AC reserves the right in respect of any Adverts to:
• re-direct any traffic accrued using a 301 re-direct to any page of our choosing;
• use any page enquiries accrued after the termination period as AC sees fit;
• remove (or keep) any advertised pages post-termination as AC sees fit.

14. General

• Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party. If the contract is terminated pursuant to this clause 14.1 the Partner shall promptly refund to AC all monies paid to it in respect of the Services.
• Covid-19. The parties shall follow all Government guidance and laws in relation to Covid-19 (“Covid-19 Restrictions”). Where Covid-19 Restrictions prohibit the Event Services from being performed, or in AC’s reasonable opinion the Event Services will be significantly affected by the Covid-19 Restrictions, then the Partner shall at AC’s sole discretion either:
• transfer the Event Services to an alternative, mutually acceptable date; or
• promptly provide a full refund to AC (and/or AC Customer(s)) of all monies paid to the Partner up to the date without deduction.
• Assignment and other dealings.
• AC may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
• The Partner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of AC.
• The Partner agrees and undertakes that other than providing the Event Services, it shall not contact or deal with any AC Customer directly without AC’s explicit consent.
• Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.4(c).
• Each party may disclose the other party's confidential information:
• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 4; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
• Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
• A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
• If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity or enforceability of the rest of the Contract. If any provision or part-provision of this Contract is deemed deleted under this clause 14.8 , the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provisions.
• Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified on its website as the principal email contact.
• A notice or other communication shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• This clause 9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
• Third party rights.
• Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
• The Partner agrees to AC using Partner’s name and logo on AC’s website and in promotional materials for publicity purposes.
• Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
• Mandatory Policies
• Slavery and Human Trafficking Statement.
• Anti-Bribery and Anti-Corruption Policy.
• Data and Privacy Policy.