General Terms & Conditions
1. DEFINITIONS
a) “Advertiser” means any person, firm or company who acting as Principal
gives an Order.
b) “Advertising Agency” means any person, firm, company or outdoor
specialist recognised as an Advertising Agency by the Contractor and who
acting as Principal gives an Order.
c) “Agreement” means a legally binding agreement between the Parties
consisting of Terms and Conditions and Booking Confirmation and any other
terms agreed in writing between the Parties from time to time.
d) “Advertisement Copy” means posters and any other advertising media
intended for display by the Contractor.
e) “Booking Confirmation” means the documents headed “Booking
Confirmation” and “Advertising Contract” which shall be sent to the Principal by
the Contractor at the address referred to in Clause 11 detailed below.
f) “Contractor” means In Situ Media Limited, whose registered office is 69 The
Green, Twickenham, Middlesex, TW2 5TU, and its successors in title.
g) “Due Date” means 30 days after the invoice date.
h) “Fee” means the amount specified in the Booking Confirmation.
i) “In Charge Date” means the date from which the specified Advertisement
Copy will be displayed.
j) “Landlord” means the person, firm or company with whom the Contractor has
a concession to display advertising on their property.
k) “Order” means an order submitted by the Principal to the Contractor for the
display of Advertisement Copy (which is subject always to the Terms and
Conditions).
l) “Parties” means the Contractor and Principal.
m) “Posting Period” means the period specified in the Booking Confirmation
within which the Contractor will post Advertisement Copy.
n) “Principal” means any Advertiser or Advertising Agency and shall include
their successors in title and assigns who gives an Order as the Principal to the
Contractor and as such is liable for payment of display of Advertisement Copy.
o) “Production Specifications” means the last published document headed
Production Specifications published by the Contractor.
p) “Sites” means the locations at which the Contractor may display
Advertisement Copy.
q) “Terms and Conditions” means the terms and conditions set out in this
document.
r) “Working Day” means any day from Monday to Friday inclusive except any
UK Bank Holiday or UK Public Holiday.
2. APPLICATION OF THESE TERMS AND CONDITIONS
a) The Principal shall be ultimately responsible for the payment of Fees and
shall be deemed to have full authority in all matters connected with the placing
of the Order and the approval or amendment of Advertising Copy. A media
agency or specialist media buyer shall be regarded for all purposes as the
Principal unless such person, firm or company is accepted in writing as an
agent for another party acting as Principal by the Contractor. For the
avoidance of doubt, every Order accepted by the Contractor will be for a
specified Advertiser and any change to the Advertiser must be agreed in
writing by the Contractor.
b) The Terms and Conditions together with any additional terms set out in the
Booking Confirmation will be legally binding on the Contractor and the
Principal in respect of each Order submitted by the Principal one (1) Working
Day after the date of the Booking Confirmation unless:
i. the Principal notifies the Contractor of an objection to the Booking
Confirmation within such period; or
ii. a shorter timescale is agreed in writing between the Parties.
c) For the avoidance of doubt, failure by the Principal to return a signed
Booking Confirmation to the Contractor will not prejudice the terms of the
Agreement. Any performance by the Contractor will be deemed to be on these
terms and conditions.
d) Any Orders accepted shall only be used for displaying the Advertisement
Copy specified in the Booking Confirmation.
3. DISPLAY OBLIGATIONS
a) The Contractor will (subject to Clause 2 above) unless otherwise agreed in
writing, display Advertisement Copy at the number of Sites as stipulated in the
booking confirmation, in accordance with the Posting Period and subject to
Clause 4, and from time to time as necessary renew them with spare
Advertisement Copy to be provided by or at the expense of the Principal.
b) When the Principal is entitled under the Booking Confirmation to a change
of Advertisement Copy on display at a given Site and stipulates a date upon
which such a change should be commenced, the Contractor shall complete
such change within any period specified in the Posting Period as if the
stipulated date were the In Charge Date for a new campaign, provided the
Contractor has received the relevant Advertisement Copy in accordance with
Clause 4 below.
c) In the case of general and/or pre-selected distribution campaigns the
Contractor reserves the right to display Advertisement Copy at Sites using its
discretion and to substitute planned Sites for other Sites of a similar quality
where the Contractor considers this is necessary for operational reasons.
d) The Fees include the maintenance of display of Advertisement Copy at
Sites in good condition provided the Contractor has been supplied with any
necessary replacement Advertisement Copy requested by the Contractor from
time to time in accordance with Clause 4.
e) The Contractor will only provide photographs of displayed Advertisement
Copy at Sites if expressly agreed in the Booking Confirmation.
4. SUPPLY OF MATERIAL
a) All Advertisement Copy (subject to any other terms in the Booking
Confirmation) is to be delivered carriage paid and shall be supplied to the
Contractor at the place(s) and within the time specified in the Booking
Confirmation. All Advertisement Copy shall be produced and supplied to the
Contractor in accordance with the Production Specifications.
b) In the event that the Parties agree that the Contractor will undertake
production of Advertisement Copy, then the Principal shall adhere to the
Production Specifications and provide all detail necessary to allow such
production to take place within the necessary timeframe.
c) The Contractor shall be supplied with Advertisement Copy in accordance
with the Production Specifications so as to enable the Contractor to maintain
the display in good condition.
d) Should the Principal fail to deliver Advertisement Copy in accordance with
this Clause 4 the Contractor is not obliged to display the undelivered
Advertisement Copy but the Principal shall, nonetheless, be liable to pay the
corresponding Fees. The Contractor will use reasonable endeavours to display
the undelivered Advertising Copy but without any commitment to meet the In
Charge Date.
e) A part delivery of the Advertisement Copy or a delivery not meeting the
Production Specification or the provisions of this Clause 4 shall be deemed to
be no delivery for the purposes of this Clause.
f) Delivery of Advertisement Copy shall not be deemed to have been made
until the relevant posting instructions have been given to and received by the
Contractor.
g) Any Advertising copy used during a campaign shall be disposed of in such
manner as the Contractor shall decide, unless agreed otherwise at the time of
Booking confirmation.
h) Surplus Material: If any Advertisement Copy in the Contractor’s possession
is not collected by the Principal within 10 days from the end of the Posting
Period then the same shall become the Contractor’s property and be disposed
of in such manner as the Contractor shall decide.
5. INVOICING AND CHARGES
a) Invoices will be issued in the month of the In Charge Date and monthly
thereafter, unless otherwise stated in the Booking Confirmation.
b) Payment of Fees is due by the Due Date. If Fees are not paid by the Due
Date the Contractor may, without prejudice to any other remedy it may have
and without prejudice to Principal's obligation to pay the Fees, refuse to
display any Advertisement Copy or withdraw currently displayed
Advertisement Copy.
c) Original invoices shall be sent to the Principal for payment by the Principal
unless otherwise expressly agreed between the Parties in writing. Where the
Contractor has been notified by the Principal in writing that an agent has been
appointed by the Principal and the Contractor has agreed in writing, copy
invoices will be sent to the Principal’s agent and shall clearly identify the
Principal for whom the agent is acting. Appointment of an agent will not affect
the Principal's obligation to pay Fees on the Due Date.
d) In the event of failure to comply with any of the provisions of this Clause 5
the Contractor reserves the right to require any other Order to be dealt with in
accordance with revised payment terms.
e) In respect of any Fees not received by the Contractor by the Due Date the
Principal will be liable to pay to the Contractor interest at a rate of 4% above
the published base rate for Barclays Bank plc from time to time.
6. RIGHT OF SET OFF
The Contractor shall be entitled but not obliged at any time or times without
notice to the Principal to set off any liability of the Principal to the Contractor
against any liability of the Contractor to the Principal (in either case howsoever
arising and whether any such liability is present or future, liquidated or unliquidated
and irrespective of the currency of its denomination) and may for
such purpose convert or exchange any currency. Any exercise by the
Contractor of its rights under this Clause shall be without prejudice to any other
rights or remedies available to the Contractor.
7. WARRANTIES, LIABILITY AND INDEMNITY
a) The Contractor accepts full responsibility for compliance with statutory and
other legal requirements so far as concerns the use and maintenance of Sites.
b) The Principal warrants and undertakes that:
i. all Advertisement Copy will comply with all statutory and legal requirements
and regulations from time to time in force including the British Code of
Advertising Sales Promotion and Direct Marketing (edition 11) (or such
replacement or supplementary code as issued from time to time) and
Landlords’ advertising rules and regulations as issued from time to time;
ii. they will be responsible for obtaining and paying for all necessary licenses
and consents for the posting and/or displaying and/or reproduction of any
Advertisement Copy or copyright material contained in or the appearance of
any person in his Advertisement Copy; and
iii. no Advertisement Copy will breach the copyright or other intellectual
property rights or be defamatory of any third party.
c) The Principal will indemnify and keep the Contractor (in respect of itself and
its employees, director, subcontractor and agents) indemnified against all
actions, proceedings, costs, damages, expenses, penalties, claims, demands
and liability (including legal fees) incurred and arising from any breach of the
above warranties or in any manner whatsoever.
d) The Contractor shall have the right to refuse to display or to continue to
display any Advertisement Copy which does not or which in the Contractor's
opinion may not comply in all respects with the Principal’s warranties and
undertakings detailed in Clause
7(b) above. In such event the Contractor shall not be liable to the Principal for
any damage loss or expense whatsoever and in addition to any remedy and/or
damages and/or loss that may be claimed by the Contractor against the
Principal, the Fees corresponding to display of such Advertisement Copy will
be due in full notwithstanding that the Advertisement Copy has not been
displayed.
e) The Contractor reserves the right not to display Advertisement Copy or to
remove a display of Advertisement Copy at any time if in its absolute
discretion, the Contractor believes the Principal and the Advertising Copy is
not in compliance with the warranties in Clause 7(b) above. In such event the
Contractor shall not be liable to the Principal for any damage loss expense
whatsoever.
f) The due performance of any Agreement is subject to suspension, variation
or cancellation by the Contractor (in whole or in part) owing to Acts of God,
strikes, lockouts, legal restrictions, electricity supply failures, or the loss of any
Sites which were included in the Agreement or for any other reason beyond
the Contractor’s control. In the event of suspension, variation or cancellation
for any of the foregoing reasons the Contractor shall be entitled to be paid by
the Principal the full Fees corresponding to the Sites in question up to and until
the time at which such suspension, variation or cancellation occurs but the
Contractor shall not be liable to pay any damages losses or expenses to the
Principal as a result or in respect of such suspension, variation or cancellation.
g) The Contractor shall not be liable for loss of or damage to any
Advertisement Copy supplied to the Contractor in the event of fire, lightning,
explosion of boilers, storms and tempest, flood bursting or overflowing of water
tanks, apparatus or pipes.
8. TERMINATION
a) The Agreement may be terminated by the Principal by written notice to the
Contractor subject to the following cancellation payments of the Agreement
value per the Booking Confirmation prior to the In Charge Date:Up to 90 days – NilLess than 90 but more than 75 days – 15%Less than 75 but more than 60 days – 30%Less than 60 but more than 45 days – 40%Less than 45 but more than 30 days – 70%Less than 30 but more than 10 days – 90%Less than 10 days - 100%
b) Within 10 days of the In Charge Date the Agreement may not be terminated
by the Principal and the Principal may not assign, transfer, charge or part with
all or any of its rights and/or obligations under the Agreement without the prior
written consent of the Contractor
c) The Contractor may terminate the Agreement forthwith by notice in writing to
the Principal if:
i. the Principal shall become bankrupt or commit an act of bankruptcy or make
any assignment for the benefit of his creditors or enter into any arrangement
with his creditors or being a company shall become insolvent or if any petition
for the winding up or administration of the company is presented or if any other
step is taken for the purposes of the appointment of an administrator or an
administrative receiver of the company or if any steps are taken or negotiations
commenced by the company or by any of its creditors with a view to proposing
any kind of compositions, compromise or arrangement involving the company
and its creditors; or
ii. the Principal ceases or in the Contractor’s reasonable opinion threatens to
cease to carry on business;
iii. if any monies to be paid by the Principal to the Contractor shall be in arrears
for 21 days; or
iv. if there has been a breach by the Principal of any terms of the Agreement; or
v. in the circumstances described in Clause 13.
9. CONSEQUENCES OF TERMINATION
a) Following termination of the Agreement the Principal will pay to the
Contractor forthwith all outstanding Fees (plus interest, in accordance with
Clause 5(e), above).
b) Any termination of the Agreement and payment of Fees due shall be without
prejudice to any other right of action or remedy which the Contractor may have
under the Agreement or at law.
c) In the event of termination under Clauses 8(b) i or 8(b) ii, the Contractor
may continue to display any Advertisement Copy and may enter into any
agreements with third parties as considered appropriate to secure payment for
continuing such display.
d) In the event of a termination by the Contractor in accordance with Clause 13
the Contractor shall be entitled to be paid by the Principal the full rate for the
Sites in question up to and until the time at which the display is discontinued
together with any other Fees due and owing by the Principal to the Contractor
but the Contractor shall not be liable to pay any damages losses or expenses
to the Principal as a result or in respect of such suspension, variation or
cancellation.
10. VALIDITY
If any provision of these Terms and Conditions or the Agreement is held by
any court or other competent authority to be void or unenforceable in whole or
part, the other provision of these Terms and Conditions and/or the Agreement
and the remainder of the affected provisions shall continue to be valid.
11. NOTICES
a) All notices under this Agreement will be in writing.
b) Notices shall be deemed to have been duly given:
i. when delivered, if delivered by courier or other messenger (including
registered mail) during normal business hours of the recipient; or
ii. when sent, if transmitted by fax or e-mail and a successful transmission
report or return receipt is generated; or
iii. on the fifth business day following mailing, if mailed by national ordinary
mail, postage pre-paid; or
iv. on the tenth business day following mailing, if mailed by airmail, postage
pre-paid, in each case addressed to the most recent address, e-mail address,
or facsimile number notified to the other party in writing.
12. NOVATION
Except as provided herein, neither the Contractor nor the Principal may assign,
transfer, charge or part with all or any of its rights and/or obligations under the
Agreement save that:
a) The Principal agrees and acknowledges that the Contractor shall be entitled
at any time to assign or transfer all or any of its rights or obligations under the
Agreement to the extent that such rights or obligations relate to the display of
Advertisement Copy on the Landlord’s property;
b) The Principal shall, at the Contractor’s request and expense, cooperate with
the Contractor to procure the novation of the Agreement to the Landlord or any
other party nominated by the Landlord on such terms as the Contractor may
require in relation thereto and shall execute such documentation and take such
other action as the Contractor may request in relation to such novation.
13. REMOVAL FOR PURPOSES OF LANDLORD’S UNDERTAKING
If the Landlord at any time in its absolute discretion requires the display of
Advertisement Copy at his property to be interrupted or discontinued then the
Contractor may interrupt or discontinue such display of Advertisement Copy
without prior notice to the Principal and upon any such action of the Landlord
the Contractor may terminate the Agreement whether wholly or in part
notwithstanding anything therein contained. In the event of such termination,
the Contractor’s liability is limited as outlined in Clause 9(d) above.
14. ORDER OF PRECEDENCE
In the event of any conflict between the Terms and Conditions and a Booking
Confirmation, the provisions of the Booking Confirmation shall prevail.
15. JURISDICTION AND GOVERNING LAW
These Terms and Conditions shall be governed by and construed in
accordance with English Law and the Parties agree to submit to the exclusive
jurisdiction of the English Courts.
16. AGENCY/PARTNERSHIP
The Agreement shall not constitute or imply any partnership, joint venture,
agency, fiduciary relationship or other relationship between the Parties other
than the contractual relationship expressly provided for in this Agreement.
17. VARIATION
The Contractor reserves the right to revise these Terms and Conditions from
time to time. The Contractor will post any revised Terms and Conditions on the
In Situ Media UK website and the Principal should check this website for notice
of any such revisions. The Principal’s continued placement of an Order after
such revision has been made will be deemed an acceptance by the Principal
of the Terms and Conditions existing at the time.
18. ENTIRE AGREEMENT
The Agreement contains the whole agreement between the Parties relating to
the subject matter hereof and supersedes any and all prior agreements,
arrangements and understandings between the Parties relating to that subject
matter. Accordingly, all prior agreements, whether or not agreed or offered and all conditions and warranties whether express or implied, statutory or
otherwise and all representations, statements, negotiations, understandings,
and all undertakings either written or oral are superseded by the Agreement
(save only in respect of liabilities which have accrued in respect of any such
prior agreements which are so superseded) and the parties hereby
acknowledge that no reliance is placed on any such representation made but
not embodied in these documents.
19. COMMISSIONS
The Principal confirms that it is satisfied that all parties with whom it deals with
(including advertisers and agencies it deals with directly) in the outdoor
advertising market are aware of the fee and rebate arrangements which
operate within that market.
20. WAIVER
No delay, neglect, or forbearance on the part of either party in enforcing
against the other party any term or condition of the Agreement shall either be
or be deemed to be a waiver or in any way prejudice any right of that party
under the Agreement. No right, power or remedy in the Agreement conferred
upon or reserved for either party is exclusive or any other right, power or
remedy available to that party.
21. CONFIDENTIALITY
a) Each party will maintain the confidentiality of the other party's Confidential
Information and shall not, without the prior written consent of the other, use,
disclose, copy or modify the other party's Confidential Information other than
as necessary for the performance of its rights and obligations under the
Agreement. "Confidential Information" shall mean in relation to the other party,
information (whether in oral, written or electronic form) belonging or relating to
that party, its business affairs or activities which is not in the public domain and which:
i. is marked as confidential or proprietary;
ii. the receiving party is advised is of a confidential nature; or
iii. due to its character or nature, a reasonable person in a similar position
under similar circumstances would treat as confidential.
b) The Contractor's Confidential Information will include the Fees payable
under the Agreement.
22. COUNTERPARTS
An agreement will be executed by written confirmation of an Order by the
Principal and signature of the Booking Confirmation by the Contractor.
Registered Office: 69 The Green, Twickenham, TW2 5TU United Kingdom
VAT No: 603 1639 72
Company Registration Number: 02664156
Registered Office: 69 The Green, Twickenham, TW2 5TU United Kingdom
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