1.1 The terms are incorporated into each agreement entered into between the online publisher and the agency whether or not the advertising order form or any other document which the customer signs makes reference to these terms.
1.2 In this contract the following expressions have the following respective meanings unless the context otherwise requires:
"Online publisher" means website, magazine or newspaper where agency will purchase advertising space on behalf of the Client;
"Agency" means Bartlomiej Kowalczyk t/a Picklemedia registered in Scotland at following address: 5 Pikes Pool Drive, Kirkliston, UK, EH29 9GH;
"Client" means the person or company exclusively represented by Picklemedia;
"Website" means the particular website as detailed on the insertion order.
2. Insertion Order
2.1 Insertion Orders (“IO”) means advertising order form under which Online Publisher will deliver advertisements (“Ad(s)”) on the website. Agency will send IO by email. Online publisher shall sign an IO and return on Agency address or by email.
2.2. Each IO shall specify:
i) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions) (‘Deliverables’);
ii) the price(s) for such Deliverables;
iii) value of order excluding VAT ;
iv) the start and end date of the campaign;
v) contact information for agency and online publisher.
Other items that may be included are, but are not limited to: reporting requirements such as impressions or other performance criteria, frequency capping and geotargeting of banner campaign; any special Ad delivery scheduling and/or Ad placement requirements; and specifications concerning ownership of data collected.
2.3. Revisions to accepted IO must be agreed by both sides.
2.4. IO should be signed within 48 hours of receipt.
3. Online Publisher
3.1 Online Publisher will display/transmit the advertising campaign during the Campaign Period in accordance with the terms of the IO.
3.2 Online publisher will deliver all impressions according to IO. If after campaign Online publisher has not delivered agreed number of page impressions, campaign will be extended until remaining number of page impressions will be delivered.
3.3 Online Publisher shall not place any Creative, ads, text or Network IP on websites that contain, promote, reference or have links to: pornography, profanity, sexually explicit materials, hate material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Agency clients.
3.4 The Agency shall be the exclusive advertising agency in the United Kingdom for the Client with respect to the products described in IO and therefore online publisher will not contact Client directly.
3.6 The agency will notify the online publisher as soon as is reasonable email of any inaccuracy or changes that need to be made. Online publisher will need implement those changes within 24h from receiving email.
3.7 Online publisher acknowledge, that start and end date of campaign set out in Insertion Order can be changed due to unexpected delay. Agency will inform Online Publisher about any delays of the campaign.
3.8 Online publisher agrees, that in case of serving banner campaigns from Picklemedia adserver system, agency can collect user's data such as IP address, screen resolution, geotargeting information, OS, browser's version.
4. Terms of payment
5. Cancellation Policy
Any campaign can be cancelled by agency without charge up to 30 days before the scheduled start date of the campaign. After a campaign has started all advertisements must run their contracted duration as per the insertion order form.
6. The agency is not liable for delays in delivery and/or non-delivery in the event of any situation beyond the control of the agency.
7. No conditions other than those set forth in the insertion order or this shall be binding unless expressly agreed to in writing. In the event of any inconsistency between the insertion order and this Agreement, this Agreement shall prevail.
These terms and conditions together with any document expressly referred to in any of the terms, contains the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or verbal, between the parties in relation to such matters. No verbal explanation or verbal information given by any party shall alter the interpretation of these terms and conditions. Each party confirms that, in agreeing to these terms and conditions, it has not relied on any representation save insofar as the same has expressly been made a representation in these terms and conditions and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of these terms and conditions save that the agreement of each party contained in this.
The invalidity, illegality or unenforceability of any provision of these terms and conditions shall not affect or impact the continuation in force of the remainder of these terms and conditions.
Nothing in these terms and conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
This Picklemedia Terms and Conditions and the rights of the parties under it shall be governed by and construed in accordance with Scottish Law. The parties agree to submit to the non exclusive jurisdiction of the courts of Scotland.