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Madabout Publishing Limited
on-line advertising terms
ACCEPTANCE OF THIS AGREEMENT
Before you become entitled to receive the Advertising Services, you must
read and accept the terms and conditions set out in this agreement ("Agreement")
by clicking on the "Accept" button at the end of this Agreement. By
clicking on the "Accept" button you agree to be bound by the terms
and conditions of this Agreement ("Acceptance"), and after
Acceptance has occurred, you are authorised to receive and use the
Advertising Services in accordance with this Agreement. If you do not
accept this Agreement, you are not authorised to receive and use the
Advertising Services in any way.
PARTIES
This Agreement is between you ("you" or "Advertiser") and Madabout Publishing Ltd
(Company Number: 04739513) whose registered office is 33 Castlemaine Avenue Gilingham Kent ("Purple
Ads") in respect of the "Advertising Services" (defined below) set out
in this Agreement. "Parties" will mean Purple Ads and the
Advertiser and "Party" will mean Purple Ads or the Advertiser, as
applicable.
IT IS AGREED THAT:
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1. SCOPE OF THIS AGREEMENT
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1.1. |
Purple Ads maintains a site on the
internet located at:
http://www.purpleads.com. Save as otherwise set out in this Agreement,
this Agreement relates to the Advertiser electronically submitting its
advertisements for motorised vehicles such as cars, motorbikes and vans,
to the Purple Ads site via Purple Ads's on-line advertising service. Such
advertising content will be automatically posted and published by Purple
Ads's systems (i.e. without the assistance of any Purple Ads personnel)
into the relevant section of the Purple Ads site, so that such Advertising
Content is advertised to and may be accessed by Purple Ads's Users
(defined below) should such Users wish to do so. The Advertising Service
(including storing the Advertising Content submitted electronically by the
Advertiser), the processing and posting by Purple Ads's systems, and the
advertising in the relevant section of the Purple Ads site will be the
"Advertising Services" for the purpose of this Agreement. As part of
the Advertising Services, Purple Ads also offers the Advertiser the
facility to edit its advertisements already on the Purple Ads Site via the
'My Ads' section of the site.
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1.2. |
Each electronic submission of the
Advertising Content by the Advertiser to the Purple Ads site via the
Advertising Service can remain on the site until such time that the user
no longer requires the advert or until such time that validation of the
advert is not made by the user. In any case the Advertising Content
will remain on the site for a minimum of 14 days from the date of initial
submission. For the ad to remain on the site longer than 14 days the user
must validate the Advertising Content which implies that the advert
content is still relevant. The user must perform this validation
every 14 days (or sooner - via 'My Ads') for the Advertising Content to
remain on the site.
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1.3. |
The Advertiser will be liable for the
fees ("Fees" ) payable to Purple Ads for the Advertising Services
in accordance with this Agreement and the Advertiser will pay the Fees to
Purple Ads in accordance with Clause 4 below.
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1.4. |
At all times, the Advertiser is solely
responsible for electronically submitting the Advertising Content to the
Purple Ads Site and the contents and details of any of the Advertising
Content provided to Purple Ads under this Agreement. Purple Ads will not
be liable or responsible for checking the Advertising Content to ensure it
is correct, accurate, complete or that it does not contain any errors.
Purple Ads will not be liable for any errors, mistakes, or omissions made
during the electronic submission, processing and/or posting the
Advertising Content to the Purple Ads Site.
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1.5. |
Purple Ads allows users ("Users"
) to search for and access the content of the Purple Ads Site (including
the Advertising Content advertised on the Purple Ads Site). Purple
Ads does not guarantee that the Advertising Services will lead to a
successful advertising campaign for the Advertiser.
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1.6. |
The Advertiser will keep the Advertising
Content up to date and ensure it is correct at all times, including prior
to submitting it to the Purple Ads Site.
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2. CHANGES, DELETION BY THE
ADVERTISER
After the initial submission, the Advertiser may delete any of the
Advertising Content from the Purple Ads Site by using the editing
facilities available via the 'My Ads' section. In this event, the
Advertiser will remain subject to the full Fees for such Advertising
Content (unless otherwise agreed by the Parties in accordance with Clause
10.1 below) and the Advertiser will not be entitled to a refund of any
Fees pre-paid by the Advertiser for such Advertising Content deleted
pursuant to this Clause 2.
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3. DELETION, REFUSAL TO POST,
SUSPENSION OR CHANGE BY PURPLE ADS
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3.1. |
Purple Ads may delete any Advertising
Content from the Purple Ads Site or refuse to post any Advertising Content
to the Purple Ads Site if:
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3.1.1. |
the content of such an Advertising Content is not
consistent with Purple Ads's reasonable advertising standards from time to
time in effect;
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3.1.2. |
such Advertising Content does or is likely to breach
any applicable law or regulation;
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3.1.3. |
the Advertiser has breached or threatened to breach
the terms of this Agreement; or
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3.1.4. |
the content of any Advertising Content is obscene,
blasphemous, defamatory, or infringes the Intellectual Property Rights
(defined at Clause 8.2 below) of any third party.
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3.2. |
Purple Ads may immediately delete,
suspend, or refuse to accept any Advertising Content if the Advertiser
fails a credit check carried out by Purple Ads or a third party at any
time or if the Advertiser resells any of Purple Ads's Advertising Services
set out in this Agreement to any third party. Purple Ads may check that
the Advertiser or the person dealing with Purple Ads on behalf of the
Advertiser has authority to use any credit or other payment card in
relation to this Agreement.
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3.3. |
Purple Ads may delete any Advertising
Content without any reason at any time after Acceptance has occurred. In
this event the Advertiser will only be liable for the Fees for the
Advertising Content advertised on the Purple Ads site up to the date of
such deletion or refusal. Purple Ads will refund any Fees pre-paid by the
Advertiser that relate to the relevant Advertising Content deleted or
refused pursuant to this Clause 3.3.
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3.4. |
Purple Ads may move, change the position
of, or reduce or increase the size of any Advertising Content on the
Purple Ads Site at any time if necessary or desirable for organisational
or presentational reasons on the Purple Ads Site.
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3.5. |
Other than as set out in this Agreement,
Purple Ads will not amend or change the Advertising Content on the Purple
Ads Site.
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3.6. |
Unless otherwise agreed by the Parties
in accordance with Clause 10.1 below, irrespective of any action taken by
Purple Ads in relation to any Advertising Content pursuant to Clauses 3.1,
3.2, and 3.4 above, the Advertiser will be subject to the full Fees for
such Advertising.
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3.7. |
Purple Ads will give the Advertiser
reasonable notice prior to any action taken by Purple Ads pursuant to
Clause 3. However, if such action is immediate, Purple Ads will give the
Advertiser notice as soon as reasonably practicable thereafter.
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4. PAYMENT AND INVOICING
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4.1. |
Save as otherwise set out in this
Agreement, the Fees for the Advertising Services provided under this
Agreement will be quoted to the Advertiser on the Advertising Service at
the time the Advertiser selects the Advertising Services it wishes to
obtain under this Agreement. If the Advertiser exits the Advertising
Service without having clicked on the "Accept" button as described
at the beginning of this Agreement, then such previously quoted Fees will
no longer be valid and available to the Advertiser. After Acceptance has
occurred, the Fees will be confirmed to the Advertiser at the time the
Advertiser provides its credit card or other payment card details via the
online secure server payment facility provided by the Purple Ads Site.
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4.2. |
The Advertiser will pay the relevant
Fees at the time it selects the Advertising Services via the Advertising
Service. Unless otherwise agreed by Purple Ads in accordance with Clause
10.1, the Advertiser will pay the Fees due under this Agreement to Purple
Ads by credit card or other payment card. Payment will be deemed to have
been made by the Advertiser to Purple Ads at the time the Advertiser's
credit card or other payment card is charged and Purple Ads is in receipt
of cleared funds from the credit card or other payment card in Purple
Ads's bank account.
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4.3. |
Unless otherwise set out in this
Agreement or agreed by the Parties in accordance with Clause 10.1, the
Advertiser will not be entitled to any refund, credit, lien or set-off of
any kind from the time the relevant Fee is paid to Purple Ads. Purple Ads
will refund, as soon as reasonably practicable, any Fees due to the
Advertiser under this Agreement.
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4.4. |
All Fees and any other additional fees
or charges described in this Agreement or set out in the Purple Ads Site
are in pounds sterling and includes value added tax ("VAT" ). VAT
is due and payable on all Fees.
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4.5. |
In the event that Purple Ads (or its
systems) provides an incorrect quote of the Fees (whether due to an error
or otherwise) to the Advertiser prior to Acceptance in respect of the
relevant Advertising Services requested by the Advertiser and/or Purple
Ads has deducted such incorrect amount of Fees from the Advertiser's
credit or other payment card, as applicable, the Advertiser will pay
Purple Ads the correct amount due to Purple Ads by credit or other payment
card if Purple Ads contacts the Advertiser and provides details of the
incorrect quote or, if applicable, Purple Ads will refund any overcharged
Fees to the Advertiser due to such incorrect Fees being previously charged
to the Advertiser under this Clause 4.5.
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5. PURPLE ADS SITE AND THE
ADVERTISING CONTENT
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5.1. |
Purple Ads makes no representation or
warranty that the whole or part of the Purple Ads Site will be accessible
at all times, or useable by all Users and/or the Advertiser, or error
free.
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5.2. |
Purple Ads reserves the right without
notice to the Advertiser, to suspend temporarily or alter the operation of
the Purple Ads Site, for legal or technical reasons. Purple Ads will try
to give the Advertiser as much notice where possible either by email or
telephone or by posting notice on the Purple Ads Site prior to taking any
of the actions described in this Clause 5.2, but prior notice may not
always be feasible for a variety of reasons.
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5.3. |
The Advertiser will ensure that all
Advertising Content or any other information provided by the Advertiser is
legal, decent, honest, truthful, accurate and not misleading in any way
and the Advertiser will not use the Purple Ads Site for any fraudulent or
illegal purposes.
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5.4. |
The Advertiser will ensure that the
Advertising Content complies with all applicable legislation, regulations,
codes and guidelines applicable to such Advertising Content being
advertised on the Purple Ads Site. The Advertiser will ensure that the
Advertising Content does not contain material that is obscene,
blasphemous, defamatory, infringing on any rights of any third party or
otherwise legally actionable by such third party.
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5.5. |
The Advertiser warrants that it has, or
will procure prior to the initial submission, all necessary consents,
releases and licences to provide the Advertising Content to the Purple Ads
Site and to deal with it as described in this Agreement, and the
Advertiser hereby provides, all such consents, leases and licences to
Purple Ads for the purposes of this Agreement.
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5.6. |
Purple Ads will have sole control over
the "look and feel" of the Purple Ads Site, including the Advertising
Content provided by the Advertiser to the Purple Ads Site and the display,
appearance and placement of the Parties' respective names and/or brands.
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5.7. |
Any matter of complaint arising out of
the publication of the Advertising Content on the Purple Ads Site will be
notified to Purple Ads in writing by the Advertiser within 48 (forty
eight) hours of receipt of such complaint.
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6. TERM AND TERMINATION
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6.1. |
This Agreement is binding upon Purple
Ads and the Advertiser immediately from the date of Acceptance and it will
remain in force until the end of the Advertising Period (or such extension
thereof in accordance with Clause 1.2+) unless terminated earlier by
either Party in accordance with this Agreement.
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6.2. |
Either Party may at any time by notice
in writing or electronic communication terminate this Agreement forthwith
if the other Party is in breach of the terms of this Agreement and such
breach is not capable of remedy; or if such breach is capable of remedy
and the Party committing the breach has failed to remedy the breach within
thirty (30) days of written notice to it from the other Party, specifying
the breach and requiring its remedy.
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6.3. |
If a Force Majeure Event continues for a
period of 60 consecutive days, then the other Party may terminate this
Agreement forthwith where the non-performing Party fails to perform any of
its obligations under this Agreement due to that Force Majeure Event
(defined in Clause 10.4 below). The Advertiser will be liable for the Fees
for the relevant Advertising up until the date of the Force Majeure Event.
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6.4. |
The Advertiser acknowledges that the
Advertising Services commence from the date of initial submission of the
Advertising Content. Subject to Clauses 6.1, 6.2, 6.3 above, the
Advertiser acknowledges that it will not be entitled to cancel this
Agreement from the date the Advertising Services commence as described in
this Clause 6.4.
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6.5. |
Termination in accordance with Clause 6
will not prejudice or affect any right of action or remedy that will have
accrued or will thereafter accrue to either Purple Ads or the Advertiser.
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7. LIABILITY
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7.1. |
Neither Party excludes liability for the
following: (a) death or personal injury caused by either Party to the
extent to which it arises from either Party's negligence or breach of
contract; (b) any fraudulent pre-contractual misrepresentations made by
either Party upon which the other Party can be shown to have relied; and
(c) any other liability which by law cannot be excluded by either Party.
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7.2. |
Subject to Clause 7.1 above, in no event
will Purple Ads be liable for: (i) any damages caused by the failure of
the Advertiser to perform its obligations under this Agreement; (ii) the
Advertising Content provided by the Advertiser; (iii) any damage or loss
of any materials (in electronic or other form) supplied by the Advertiser
for the purposes of this Agreement; (iv) the termination of this
Agreement; (v) the cancellation, deletion or suspension of any Advertising
Content in accordance with this Agreement by either Party; (vi) temporary
interruptions, errors, delays or restrictions to the Purple Ads Site; or
(vii) save as otherwise set out in Clause 7.4 below, any damages arising
out of this Agreement.
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7.3. |
Subject to Clause 7.1 above and Clause 7.4 below, to the
extent that Purple Ads is deemed by a court of competent jurisdiction, to
have any liability to the Advertiser in contract, tort (including
negligence) or otherwise in respect of this Agreement, Purple Ads's entire
liability for any one incident or related series of incidents will be
limited to the greater of:
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7.3.1. |
£100; or
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7.3.2. |
the Fees actually paid by the Advertiser to Purple Ads during the 3
months preceding the date on which the liability arises.
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7.4. |
Subject to Clause 7.1 above, in any Year, Purple Ads's
total liability under this Agreement will be limited to the greater of
£1,000 or the total Fees actually paid during that Year by the Advertiser.
"Year" will mean a 12 (twelve) month period, the first Year
starting on the date of Acceptance and subsequent Years starting on each
anniversary of the date of Acceptance.
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7.5. |
Subject to Clause 7.1 above, Purple Ads will not be liable
to the Advertiser in contract, tort, negligence or otherwise for: (a) any
economic loss (including without limitation, loss of revenue, business,
contracts, profits or anticipated savings); (b) any loss of goodwill or
reputation; (c) any loss of opportunity; (d) any loss of data; (e) any
loss relating to the value of the subject matter of the Advertising
Content advertised on the Purple Ads Site; or (f) any special, indirect or
consequential loss.
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7.6. |
The express terms of this Agreement are in lieu of all
warranties, conditions, undertakings, terms, and obligations implied by
statute, common law, usage, course of dealing or otherwise, all of which
are excluded to the fullest extent permitted by law.
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8. INDEMNITY
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8.1. |
The Advertiser will fully indemnify Purple Ads from and
against all claims, demands, actions, losses and damages, costs, charges,
fines and expenses (including but not limited to reasonable costs and
disbursements on a solicitor and client basis) arising from or incurred
due to: (a) any infringement or alleged infringement of any third party
Intellectual Property Rights (defined below) caused by Purple Ads's use
(pursuant to this Agreement) of the Advertising Content provided by the
Advertiser; or (b) the Advertiser providing any Advertising Content which
is obscene, blasphemous, or defamatory or otherwise in breach of any
applicable law or regulation.
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8.2. |
For the purposes of this Agreement, "Intellectual
Property Rights" means patents, trade marks, service marks, design
rights (whether registered or otherwise), applications for any of the
foregoing, copyright, database rights, know-how, trade or business names,
domain names and other similar rights or obligations whether registered or
not in any country (including but not limited to the United Kingdom).
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9. PERSONAL DATA
The Advertiser must read Purple Ads's
Privacy Policy as it forms part
of this Agreement.
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10. GENERAL
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10.1. |
Subject to any fraudulent statements or
misrepresentations, this Agreement is the entire agreement between Purple
Ads and the Advertiser and it will supersede any other oral or written
communications, agreements, promises or representations with respect to
the subject matter of this Agreement. No variation or amendment to this
Agreement will be valid unless it is in writing, refers specifically to
this Agreement and is signed by the Advertiser and Purple Ads. This
Agreement does not affect any consumer rights that the Advertiser may have
under the provisions of any applicable law or regulation.
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10.2. |
This Agreement is not an exclusive arrangement with the
Advertiser and the Advertiser is free to enter into any contract with any
other entity providing advertising services. The Advertiser acknowledges
and agrees that this Agreement will not constitute, create or give effect
to a joint venture, pooling arrangement, principal/agency relationship,
partnership or formal business organisation of any kind and the Advertiser
will not have the right to bind Purple Ads without Purple Ads's express
prior written consent.
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10.3. |
If any part of this Agreement is held by a court of
competent jurisdiction to be unenforceable, the validity of the remainder
of this Agreement will not be affected. No delay, neglect or forbearance
on the part of either Party in enforcing against the other Party any term
or condition of this Agreement will either be or be deemed to be a waiver
or in any way prejudice any right of that Party under this Agreement.
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10.4. |
If either Party is unable to perform any of its
obligations under this Agreement because of a Force Majeure Event, such
non-performing Party will not have liability to the other Party for such
failure to perform. "Force Majeure Event" means any: fire, flood,
earthquake or act of God; explosion, war, civil disorder, industrial
disputes (but not including disputes involving the non-performing Party's
own employees), or revolution; or other similar cause or event beyond the
reasonable control of the non-performing Party.
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10.5. |
This Agreement may not be assigned, novated, sub-licensed
or otherwise transferred by the Advertiser in whole or in part without the
prior written consent of Purple Ads. Purple Ads may assign, novate,
sub-licence or otherwise transfer this Agreement in whole or in part to
any Purple Ads Affiliate or to any third party as part of a change in
ownership of Purple Ads or a bona fide reconstruction, merger or takeover
of Purple Ads, without the Advertiser's consent.
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10.6. |
No Third Party Benefit
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10.6.1. |
The Advertiser acknowledges that Purple Ads has entered into this
Agreement for its own benefit and for the benefit of any of the Purple Ads
Affiliates providing the Advertising Services under this Agreement above
and this Agreement is intended to be enforceable by such of those Purple
Ads Affiliates by virtue of the Contract (Rights of Third Parties) Act
1999.
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10.6.2. |
Subject to Clause 10.6.1 above, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Agreement but this does not affect any
right or remedy of a third party which exists or is a available apart from
that Act.
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10.6.3. |
Notwithstanding Clause 10.6.1 above, Purple Ads and the Advertiser may
agree to rescind or vary this Agreement without the consent of the
applicable Purple Ads Affiliates.
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10.7. |
At the time of Acceptance, the individual clicking on the
"Accept" button represents that he/she is duly authorised to enter into
this Agreement.
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10.8. |
Save as otherwise set out above, any notice required to be
given under this Agreement will be in writing and will be sent to the
Company Secretary of Purple Ads at the registered office address set out
at the beginning of this Agreement or to the duly authorised
representative of the Advertiser identified pursuant to Clause 10.7 above
or the Company Secretary of the Adviser if the Adviser is a company, as
applicable. Any such notice may be delivered personally, by first class
pre-paid letter, or by e-mail and such notice will be deemed to have been
received: (1) if delivered personally - at the time of delivery; (2) if by
first class post - 48 hours after the date of mailing; or if by e-mail -
at the time of receipt of the e-mail by the Advertiser.
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10.9. |
This Agreement is governed by the laws of England, and
subject to the exclusive jurisdiction of the Courts of England. |
