91探花

1. Definitions & Interpretations

1.1 In these聽terms聽and聽conditions:

鈥淎dvertisement鈥� means any kind of聽 promotional or advertising material (including, but not limited to, advertorial content, classified and/or聽 recruitment advertising) that is, as the case may be: (i) to be printed in a Print Publication and/or (ii) to be published or otherwise displayed by聽 electronic means (including, but not limited to, banner, skyscraper, pop-up, roadblock, leader, belly bands, cover wraps, tip ons, inserts, button or other forms of online or electronic display advertising) via or as part of or in connection with any Online Publication;

鈥淎dvertisement Confirmation鈥� means聽TECHROUND鈥榮 written confirmation of the Buyer鈥檚 order;

鈥渢he Advertiser鈥� means any person who promotes products or services to the general public or a section of the public,聽whether such person is the Buyer or not;

鈥淎dvertiser Dependencies鈥� means the Copy Deadline, together with any other obligations of the Buyer which TECHROUND may specify in connection with the proposed publication of the Advertisement (whether included in the Advertisement Confirmation, the Rate Card, the Booking Form or otherwise) including, but not limited to, the delivery format and/or file configuration in which any copy for the Advertisement (whether for a Print Publication or an Online Publication) is to be supplied to TECHROUND;

鈥渢he聽Buyer鈥� means the person placing the order with TECHROUND for the publication of聽the Advertisement (including, but not limited to, the Advertiser鈥檚聽advertising聽agency or media buyer);

鈥淐opy Deadline鈥� means, where applicable,聽the latest date (as shown on the Advertisement Confirmation) by which the Buyer聽is obliged to give TECHROUND full instructions and copy for carrying out the Buyer鈥檚聽order in accordance with and subject to these聽terms聽and聽conditions.聽For the avoidance of any doubt,聽Advertisements to be published in an Online Publication may not be subject to a聽Copy Deadline;

鈥淥nline Publication鈥� means any聽website operated or controlled by TECHROUND or other electronic medium (including,聽but not limited to, e-mail communications and alerts), whether connected with聽or related to the title of a Print Publication or otherwise;

鈥淧rint聽Publication鈥� means any newspaper, magazine, insert or 鈥榦nsert鈥� (and聽including any supplement for which no charge is made to its recipient and which is published whether regularly or occasionally as part of or in association聽with such newspaper or magazine) published by TECHROUND;

鈥淭ECHROUND鈥澛爉eans 91探花.co.uk (c/o DSR Digital Ltd company no. 11319011).

鈥渢he Rate Card鈥� means the rate card from time to time in force which is used by TECHROUND and as such may include (amongst other聽 things) TECHROUND鈥檚 scale of advertisement rates and also technical specifications relating to the standard and quality of reproduction of any Advertisement聽 including its setting, style, delivery format, file configuration and size and wording;

鈥淪uspension Order鈥� means a written聽notice given by the Buyer to TECHROUND requesting that the publication of the聽Advertisement should be temporarily suspended (for a period no longer than six (6) months) until further notice; and

鈥淲orking Days鈥� means 9am to 5pm any day聽Monday to Friday inclusive other than Christmas Day, Good Friday, bank and聽other public holidays.

1.2 Where the context so admits, words importing the one gender shall include all other genders and words importing the singular shall include the plural and vice versa. A reference to a statute, statutory provision or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.

2. Application of these Terms聽and Conditions

2.1聽All Advertisements accepted聽for publication by TECHROUND are accepted subject to these聽terms聽and聽conditions聽which shall apply to the exclusion of all other聽terms聽and聽conditions聽(including聽any which the Buyer purports to apply under any purchase order, confirmation of聽order, specification or other document).聽Any variation to these聽terms聽and聽conditions聽and any representations聽about the Advertisement shall have no effect unless expressly agreed in writing聽and signed by an authorised representative of TECHROUND. The Booking Form shall form聽part of these聽terms聽and聽conditions.

2.2聽Unless circumstances聽specifically dictate otherwise in connection with the publication of an Advertisement in an Online Publication, no order placed by the Buyer shall be聽deemed accepted by TECHROUND until an Advertisement Confirmation is issued.

2.3聽Notwithstanding any other provision of these聽terms聽and聽conditions, nothing herein shall require聽TECHROUND to do or omit to do anything which would contravene any applicable laws or聽regulations including, but not limited to, the Data Protection Act 1998, the聽Gambling Act 2005 and the Consumer Protection from Unfair Trading Regulations聽2008.

3. The Buyer鈥檚 Obligations

The Buyer hereby warrants,聽represents and undertakes to TECHROUND that:

1. a) in relation to any and all Advertisements the Buyer contracts with TECHROUND as principal聽notwithstanding that the Buyer may be acting directly or indirectly for the聽Advertiser or in any other representative capacity;
2. b) should the Buyer聽change its name, trading style, identity, address, or should any other details聽disclosed by the Buyer to TECHROUND change, the Buyer must give written notice to聽TECHROUND within 5 Working Days of such change(s);
3. c) any and all other聽Advertiser Dependencies will be met and, unless otherwise agreed in writing by聽 TECHROUND, all copy for any Advertisements will be delivered to TECHROUND in an approved聽 digital format and/or file configuration and, in the case of an Advertisement聽 to be published in a Print Publication, delivered at least 21 Working Days聽 prior to the Copy Deadline;
4. d) the publication of聽the Advertisement by TECHROUND (via Online聽Publication) in the form originally submitted by聽the Buyer (or as amended pursuant to Condition 4 below) will not breach any聽contract with a third party or infringe any copyright, trade mark or other聽 proprietary right of any third party or otherwise be unlawful or render TECHROUND liable to any proceedings, claims, demands, costs or expenses or any other loss聽whatsoever;
5. e) in the case of any聽Advertisement submitted for publication by the Buyer which contains the name or聽 pictorial representation, whether photographic or otherwise, of any living聽 person or any part of the anatomy of any living person or any material by which聽any living person may be identified, the Buyer or the Advertiser has obtained聽the authority of that living person to make use of his or her name, identity, image, representation and/or copy;
6. f) in relation to any聽financial promotion (as defined under the Financial Services and Markets Act 2000), the Advertiser is, or its content have been approved by, an authorised聽person within the meaning of the Act or the Advertisement is otherwise permitted under the Act, under the Financial Promotion Order 2001 or under any聽other legislation subordinate to the Act;
7. g) the Advertisement聽complies with the requirements of all relevant legislation (including聽subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) and applicable laws for the time being in force or applicable to the United Kingdom;
8. h) all advertising copy submitted to TECHROUND is legal, decent, honest and truthful, and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority;
9. i) all instructions,聽artwork or other material submitted to TECHROUND by electronic means shall not聽contain software viruses or any other computer code, files or programs designed聽to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, and shall not be聽corrupted;
10. j) any information聽supplied in connection with the Advertisement is accurate, complete and true;
11. k) where the Buyer is聽the Advertiser鈥檚 agent, the Buyer is authorised by the Advertiser to place the聽Advertisement with TECHROUND and the Buyer will indemnify TECHROUND against any claim made by the Advertiser against TECHROUND arising from publication of the same; and
12. l) the Buyer has聽retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisement as TECHROUND shall not be liable for the loss of or damage to any of these items submitted to TECHROUND.
13. Advertisements: Copy, Alterations, Accuracy, Publication, etc
14. Buyers, clients and any associated parties (including clients and partners of buyers and clients) agree to act in good faith at all times which includes (but is not limited to) honouring payment terms, not hiding links or content within any orders, not cancelling invoices more than 3 working days after having been sent to the agreed person/ company by TECHROUND. Buyers, clients and associated parties also agree that TECHROUND reserves the right to charge a fee for admin purposes and inconvenience if an invoice is cancelled by a buyer, client or otherwise more than 3 working days after it is sent by TECHROUND to the nominated address/ email (TECHROUND reserves the right and buyers and clients agree that this amount may be up to a maximum of 25% of the order value or 拢1,000, whichever is greater.) This is at the Editor鈥檚 discretion and after discussion with the buyer/ client, including agents and PR contacts of companies.
15. the Buyer agrees that they are responsible that all content sent to 91探花 is legal and complies with local laws. Should content be published on 91探花 or any affiliated or associated websites then be required to be taken down by but not limited to governments, law suits, lawful regulators, DMCA requests or otherwise, the Buyer is not entitled to a refund, if the content has been live for 5 days prior to be taken down for legal or regulatory reasons.

4. Advertisements; Copy, Alterations, Accuracy, Publication etc.

4.1聽Notwithstanding Condition 3 above TECHROUND shall be entitled at any time to require the Buyer to聽amend any artwork, materials and copy for and relating to any Advertisement, or refuse (without notice) to publish any Advertisement for the purpose of:

1. a) complying with any legal or moral obligations placed on TECHROUND or the Buyer or the Advertiser; or
2. b) avoiding the infringement of (i) the rights of any third party or (ii) the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes聽 under the general supervision of the Advertising Standards Authority or (iii)聽 any other applicable law; or
3. c) meeting to TECHROUND鈥檚 reasonable satisfaction (i) the production and quality specifications聽stipulated on the Rate Card or (ii) any other Advertiser Dependencies.

4.2聽TECHROUND reserves the right at its聽discretion and without notice to the Buyer:

1. a) to decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, or publication. However, TECHROUND will endeavour to comply with the reasonable and practicable wishes of the Buyer although TECHROUND does not warrant the date of publication or insertion, the wording, or the quality of the reproduction of the Advertisement; and
2. b) to destroy all artwork, film, copy or other materials submitted by the Buyer and which have聽been in TECHROUND鈥檚 possession for more than three (3) months from the date of their last use by TECHROUND, unless specific written instructions have been received from the Buyer to the contrary.

4.3聽All copyright and all聽other rights of a similar nature that are created or exist in material聽originated by TECHROUND in connection with the publication of the Advertisement聽remains vested in TECHROUND.

4.4 Advertisements: Online Publications

4.4.1聽The Buyer shall submit聽copy for the Advertisement at least 48 hours prior to the intended go-live聽date.聽If the聽Buyer submits its copy late then TECHROUND reserves the right to publish the聽Advertisement at a time of its choosing.

4.4.2聽If the Buyer is聽supplying creative content in the form of an Advertisement that links to聽another website the Buyer must inform TECHROUND in writing at least 2 Working Days聽prior to the intended go-live date.

4.4.3聽If an Advertisement links聽to another website the Buyer is responsible for maintaining the link and for the content of the linked-to website. TECHROUND may remove any Advertisement which聽contains content or links to a website which, in TECHROUND鈥檚 discretion, is (or is聽likely to be) defamatory or objectionable or otherwise likely to bring TECHROUND into disrepute.聽The Buyer will indemnify聽TECHROUND from and against any claims or liability suffered or incurred by TECHROUND arising in any connection from links contained in an Advertisement.

4.4.4聽If TECHROUND receives聽complaints about the content of an Advertisement it may, at its discretion,聽remove the Advertisement from display without reference or liability to the聽Buyer or Advertiser.

4.4.6聽The provisions set out in this condition 4.4 apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these聽terms聽and聽conditions.

5. Advertisements: Responsibility and Liability

5.1聽The Buyer shall indemnify and keep indemnified TECHROUND against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably forseeably聽as a result of (i) the publication of the Advertisement or (ii) any breach of聽 the Buyer鈥檚 obligations under these聽terms聽and聽conditions聽or implied by law.

5.2聽With regard to the actual or intended insertion of an Advertisement in any Print or Online Publication TECHROUND shall not be responsible to the Buyer or liable for:

1. a) checking the correctness of the Advertisement in the form it is received from the Buyer;
2. b) any聽error in the Advertisement in the form it is received from the Buyer;
3. c) the聽wording, representation, placement or quality of colour or mono reproduction of the Advertisement;
4. d) the actual聽positioning or prominence of the Advertisement in the Print and/or Online Publication (as the case may be);
5. e) the repetition of any error in an Advertisement ordered for more than one insertion;
6. f) the聽distribution of the Print or Online Publication in a specific geographical area;
7. g) the failure,聽corruption or malfunction of any system of electronic publication, whether by聽means of electronic storage, display or retrieval equipment or otherwise;
8. h) any order given by聽 the Buyer in the nature of a 鈥渟top order鈥� or cancellation or transfer聽 of the publication of the Advertisement unless it is given to TECHROUND in writing,聽in the case of an Advertisement to be published in a Print Publication, at聽 least 28 Working Days before the Copy Deadline and, in the case of an聽 Advertisement to be published in an Online Publication, at least 72 hours prior聽 to the intended go-live date;
9. i) any loss whatsoever聽caused by delay or failure by TECHROUND to issue the Online Publication on聽the due date (or such other date of release, display or publication, as the case聽may be), or TECHROUND鈥檚 decision to suspend Online publication or聽cease the Online Publication altogether;
10. j) the payment of any聽damages or other compensation for breach of contract because of TECHROUND鈥檚 failure聽 to perform any of its obligations under these聽termsand聽conditionsif such聽 failure is caused by anything beyond TECHROUNDs reasonable control (that is to say聽as a result of force majeure) including acts or threats of terrorism, strikes,聽 lock-outs or other industrial actions or trade disputes, pandemic, epidemic or聽 other widespread illness whether involving TECHROUND鈥檚 employees or those of any聽 third party;
11. k) any loss whatsoever caused as a consequence of any instructions, artwork or any other material聽relating to the Advertisement being submitted by the Buyer in electronic form聽that is in breach of the warranty at Condition 3(h) above;
12. l) any matter of聽 complaint, claim or query (whether in relation to the Advertisement, in which聽case Condition 5.3 shall apply, or TECHROUND鈥檚 invoice related thereto) unless聽 raised with TECHROUND in writing within 5 Working Days following the publication of聽the Advertisement or at the date on which it is claimed the Advertisement was聽intended to appear, or the receipt by the Buyer of the invoice giving rise to it;聽and
13. m) any failure of the聽Advertisement to meet or generate any target response levels or page聽impressions. TECHROUND never guarantees any number of impressions or leads generated through TECHROUND

5.3聽Subject to Condition 5.2, if an聽Advertisement contains an error caused by TECHROUND and this detracts materially聽from the Advertisement then provided the Buyer gives written notice to TECHROUND of聽the error in the Advertisement (as the case may be):

1. a) within 5 Working Days of its聽publication or display in the case of a single order; or
2. b) before either the Copy Deadline for its next insertion or subsequent go live date (as the case may be) in the case of a series order

TECHROUND will at its discretion either:

1. c) give the Buyer credit for the cost of the Advertisement containing the error; or
2. d) publish the Advertisement for a second time without charge to the Buyer

and to that extent such credit or re-publication (as the case may be) shall be TECHROUND鈥檚 maximum liability to the Buyer.聽 Such matter dealt with under this Condition 5.3 shall not affect the liability of the Buyer for payment by the due date of TECHROUND鈥檚 charges for the Advertisement and all other聽Advertisements.

5.4聽聽Except to the extent specified in聽 Condition 5.3, TECHROUND shall not be liable for any loss or damage suffered by the聽Buyer (or the Advertiser) as a result of any total or partial failure of聽publication, distribution or availability of any Print or Online Publication in聽which any Advertisement is scheduled to be included, or for any error, misprint聽or omission in the printing of any Advertisement.

5.5聽The total liability of TECHROUND to the聽Buyer for any act or omission of TECHROUND, its employees or agents relating to any Advertisement shall not exceed the amount of the full refund of any price paid to TECHROUND for the Advertisement or the cost of a reasonably comparable further or聽corrective Advertisement.聽Without聽limiting the foregoing, TECHROUND shall not be liable for any (i) loss of profits,聽goodwill or business or (ii) indirect or consequential loss.

6. Payment Terms

6.1 Payment for any Advertisement or any other goods or services is due in advance of first publication of the Advertisement in accordance with the terms set out in the Payment Schedule in this clause unless TECHROUND has previously agreed in writing to open a credit account for the Buyer, and where a credit account is opened then payment of the account shall become due 30 days after the date of TECHROUND鈥檚 invoice and the Buyer will ensure that payment is received by TECHROUND no later than this due date. The Buyer must submit all information requested by TECHROUND (including, but not limited to, any relevant purchase order聽 number) and in accordance with TECHROUND鈥檚 instructions and deadlines in order for TECHROUND to generate its invoices, and failure to supply such information in聽 accordance with any such request or instructions shall not excuse late or non-payment. All Buyers agree that payment is due for services provided, not any 鈥榞uaranteed鈥� results: TECHROUND does not guarantee any results of any campaign.

Payment Schedule: Display, Digital and All Others (to be at the discretion of TECHROUND)

1. a) A payment of 25% initial deposit up to 4 weeks in advance of the first date of publication of the聽Advertisement (鈥淢inimum Payment Price鈥�);
2. b) A payment of the remaining 75%, and/ or any outstanding balance due 1 week in advance of the first date of publication of the Advertisement (at TECHROUND鈥檚 discretion).

6.2聽All the rates and charges payable under or with reference to these聽terms聽and聽conditions聽are subject聽to and exclusive of UK Value Added Tax (VAT) which shall be charged in addition at the聽rate from time to time in force.

6.3聽If the Buyer:

6. a) fails to pay TECHROUND鈥檚 invoice in聽accordance with the Payment Schedule in Condition 6.1 above; or
7. b) is in breach of any obligation under these聽termsand聽conditions,

TECHROUND聽shall be entitled to terminate its contract with the Buyer immediately (without聽prejudice to any other right or remedy available to TECHROUND whether under these聽聽terms聽and聽conditions聽or otherwise) and, without prejudice to TECHROUND鈥檚 right to聽terminate its contract with the Buyer in such circumstances, the outstanding聽 balance owed by the Buyer shall become due and payable immediately.

6.4聽Without prejudice to聽Condition 6.4, TECHROUND shall be entitled to:

1. a) charge interest on any outstanding balance owed to TECHROUND at the rate of 5% per month from the date that the invoice became due for payment until the date it is paid in full (whether before or after Judgment);
2. b) charge an聽administration fee of 拢25 if any cheque drawn in its favour by the Buyer in聽purported satisfaction of any unpaid invoice is dishonoured on presentation;聽and
3. c) instruct a debt collection agency (apart from solicitors) to recover any sum due and in that case all charges incurred by TECHROUND as a result of such聽instruction shall be payable by the Buyer in any event upon demand.

6.5聽TECHROUND reserves the right at its discretion and without notice to the Buyer:

(a) to charge the Buyer聽for any extra production and processing costs because of any act or omission by the Buyer to supply artwork, film, copy or other materials of聽sufficient quality or otherwise in accordance with the Advertiser Dependencies;聽and

(b) to change any matters聽shown on the Rate Card, including in particular (but not limited to), its scale聽of advertisement rates at any time.6.6 Any currency conversions necessary to prepare an invoice shall be calculated at the rate quoted by聽[National聽Westminster Bank Plc at the date of invoice].

7. Cancellation & Termination

7.1聽TECHROUND shall not be bound by any request聽from the Buyer to stop, cancel or suspend an Advertisement unless such request is聽in writing and confirmed in writing by TECHROUND.

7.2聽Without prejudice to Condition 7.1, the following costs remain due on cancellation, and聽the Buyer acknowledges that these charges represent a genuine pre-estimate of聽TECHROUND鈥檚 losses:

Display聽advertising (terms are at TECHROUND鈥檚 discretion)

1. a) notice of cancellation received 29 鈥�42 days or more before first publication, 25% of total booking fee due
2. b) notice of cancellation received 15-28 days before first publication, 50% of total booking fee due
3. c) notice of cancellation received 0-14 days before first publication, 100% of total booking fee due

顿颈驳颈迟补濒听补诲惫别谤迟颈蝉颈苍驳

1. a) notice聽of cancellation received 8-27 days before first display, 50% of total booking fee due
2. b) notice聽of cancellation received 0-7 days before first display, 100% of total booking聽fee due

7.3聽聽Should聽 the Buyer, part way through wish to stop or cancel an Advertisement that is聽 being displayed in an Online Publication for an agreed period of time in excess of 14 days then the Buyer must give written notice to TECHROUND of its request to聽stop or cancel the Advertisement and all charges connected with the display of聽the Advertisement shall, unless otherwise expressly agreed by TECHROUND in writing,聽 be non-refundable.

7.4聽 In the case of paid listings and positions on 91探花. The buyer/ client is not entitled to a refund, once the position or content has been live as agreed for a minimum of 5 days. Any resolution, refund or otherwise is entirely at the discretion of 91探花 but is not required.

7.5 TECHROUND shall be entitled (without prejudice to any other remedy available to it) to treat this contract as repudiated if the Buyer or the Advertiser;

(a)聽聽being an individual聽dies or makes voluntary arrangement with his creditors or his estate becomes subject to an administration order or he becomes bankrupt;

(b)聽聽being a company聽becomes insolvent, has a receiver appointed to manage its assets or it enters聽into liquidation or commences to be wound up (other than for the purpose of聽amalgamation or reconstruction);

(c)聽聽allows an encumbrancer to take possession of any of its property or assets; or

(d) is unable to pay its debts as they fall due or ceases or threatens to聽cease to carry on business.

8. General

8.1听Governing Law.聽 These聽terms聽and聽conditions聽(and TECHROUND鈥檚聽contract with the Buyer) shall be governed by and construed according to聽English Law and the parties submit to the exclusive jurisdiction of the English聽courts.

8.2听Severance.聽If any provision of these聽terms聽and聽conditions聽is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.

8.3听Waiver. No failure or delay by TECHROUND to exercise any聽right or remedy provided under these聽terms聽and聽conditions聽or by law shall聽constitute a waiver of that or any other right or remedy, nor shall it preclude聽or restrict the further exercise of that or any other right or remedy. No聽single or partial exercise of such right or remedy shall preclude or restrict聽the further exercise of that or any other right or remedy.

Third Parties.聽 None of the provisions of these聽terms聽and聽conditions聽are intended to confer a benefit on or be enforceable by聽any third party under the Contracts (Rights of Third Parties) Act 1999 or聽otherwise.