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Terms of Advertising

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE SUBMITTING ADVERTISING CONTENT TO BIZ/ED

BIZ/ED TERMS OF ADVERTISING

These terms and conditions (these "Terms of Advertising") set out the basis upon which Thomson Learning EMEA Limited, trading as "Biz/ed" (company number 903535) whose registered office is at High Holborn House, 50/51 Bedford Row, London WC1R 4LR ("Biz/ed") is prepared to enter into an agreement with you (the "Advertiser") and provide advertising services by placing the Advertiser's advertisements on the www.bized.co.uk website (the "Website") (the "Advertising Services").

• 1. ADVERTISING ORDERS AND RENEWALS
  • 1.1. All advertisement orders submitted by Advertisers to Biz/ed for Advertising Services (each an "Advertising Order") shall be subject to:
    • 1.1.1. acceptance by Biz/ed in its sole discretion, which Biz/ed shall confirm either by notice in writing or by providing the Advertising Services in accordance with these Terms of Advertising; and
    • 1.1.2. to these Terms of Advertising.
  • 1.2. Biz/ed reserves the right to amend, update, or otherwise change these Terms of Advertising by publishing a revised set of Terms of Advertising on the Website. The Advertiser confirms that it shall monitor the Website prior to submitting any Advertising Orders to confirm the then current version of these Terms of Advertising. The submission of an Advertising Order to Biz/ed shall be deemed acceptance of these Terms of Advertising published on the Website at the time of submission.
  • 1.3. An agreement for Advertising Services between the parties shall comprise the latest version of these Terms of Advertising (as published on the Website on the date of Submission) and the Advertising Order accepted by Biz/ed in accordance with Section 1.1.1. above (the "Agreement"). Each Advertising Order accepted by Biz/ed shall create a new Agreement between the parties. Any other proposed terms or conditions set out in any purchase orders or other documents issued by the Advertiser shall be ineffective between the parties unless specifically accepted in writing by Biz/ed.
  • 1.4. In no circumstances does the placing of an Advertising Order confer the right to renew the Agreement or enter into a new Agreement on similar terms.
• 2. ADVERTISING SERVICES
  • 2.1. Except as otherwise agreed between Biz/ed and the Advertiser in writing, the Advertiser understands and agrees that Biz/ed shall determine the positioning of Advertisements on the Website from time to time in its sole discretion.
  • 2.2. Biz/ed shall use reasonable endeavours to ensure that Advertisements are placed in the positions on the Website as set out in the Advertising Order (or as otherwise agreed in writing between the parties). If the Advertiser wishes to change the positioning of an Advertisement on the Website, it shall provide Biz/ed with at least one month's prior written notice prior to the calendar month in which it wishes the change to take place. Any such requested change shall be determined by Biz/ed in its sole discretion and subject to availability on the Website.
  • 2.3. The Advertiser understands and agrees that Biz/ed shall not be prevented from making the Website available for advertising by third party advertisers who may be competitors of the Advertiser. The Advertiser shall not resell, assign or transfer any of its rights to receive the Advertising Services under the Agreement.
  • 2.4. While Biz/ed shall use reasonable endeavours to comply with the Advertiser's requested date(s) for insertion of the Advertisement on the Website (the "Insertion Date") or for removing the Advertisements from the Website date (the "End Date"), Biz/ed does not represent or warrant that it will achieve the Insertion Date or the End Date. The Advertiser understands and agrees that Advertisements may be displayed before the Insertion Date and after the End Date.
• 3. ADVERTISER'S OBLIGATIONS
  • 3.1. The Advertiser represents, warrants and undertakes that it shall procure that:
    • 3.1.1. it will and its Advertisements will comply with all applicable laws and regulations, including without limitation, the British Code of Advertising Practice as maintained from time to time by the Advertising Standards Agency or its successor organisation in the UK; (http://www.asa.org.uk/asa/codes/cap_code/)
    • 3.1.2. it has the right to publish all of the contents of the Advertisements and to grant Biz/ed the rights to publish the Advertisements as set in the Agreement and the Advertisements submitted to Biz/ed will not infringe any third party rights (including, without limitation, intellectual property rights and rights granted under applicable privacy laws);
    • 3.1.3. all Advertisements submitted to Biz/ed will not contain any abusive, harmful, defamatory, obscene, false or misleading or otherwise unlawful content;
    • 3.1.4. it will not collect or use any "personal data" (as that term is defined in the Data Protection Act 1998) through its Advertisements hosted by Biz/ed; and
    • 3.1.5. all Advertisements submitted to Biz/ed will comply with Biz/ed's Advertising Content Guidelines and Submission Requirements. The following types of company would fall outside guidelines:
      
      fizzy drinks/alcopops
      unhealthy foods
      Inappropriate financial firms, such as those offering debt consolidation
      Weight loss
      Body Piercing
      Cosmetic enhancement
      
  • 3.2. The Advertiser shall indemnify Biz/ed on demand from and against all threats, claims, demands, actions or other proceeding made or brought against Biz/ed and all losses, damages, costs, expenses (including legal and professional services costs) and other liabilities incurred by Biz/ed arising out of or in connection with (i) any breach by the Advertiser of these Terms of Advertising; or (ii) Biz/ed hosting the Advertisements and providing the Advertising Services to the Advertiser in accordance with these Terms of Advertising.
• 4. RIGHT TO WITHDRAW OR REFUSE ADVERTISEMENTS
  • 4.1. The Advertiser acknowledges that Biz/ed does not undertake to review the contents of all Advertisements and to the extent that Biz/ed reviews and publishes any such Advertisements, Biz/ed shall not be deemed to have accepted the Advertisements as being in compliance with these Terms of Advertising.
  • 4.2. Biz/ed reserves the right, at its absolute discretion and without explanation, to refuse, amend, withdraw, or otherwise deal with all Advertisements submitted to it. Biz/ed shall notify the Advertiser as soon as possible following any failure to publish or withdrawal from the Website or any other changes made by Biz/ed to the Advertisements or their positioning.
  • 4.3. Biz/ed reserves the right to invoice the Advertiser in full where any Advertisement is not published on the Website or is withdrawn early from the Website as a result of the late delivery of an Advertisement or any other failure by the Advertiser to comply with these Terms of Advertising.
• 5. ADVERTISING RATES AND PAYMENT
  • 5.1. Unless otherwise agreed between the parties, the Advertiser shall pay the fees in respect of the Advertising Services (the "Fees") based on Biz/ed's published rate card (the "Advertising Rates") within thirty (30) days of the date of the invoice issued in respect of the Fees and termination or expiry of the Agreement.
  • 5.2. Payment shall only be effective when Biz/ed is receipt of cleared funds. The Advertiser shall make all payments under the Agreement without deduction, set-off or counterclaim.
  • 5.3. All Fees shall be exclusive of any and all charges imposed by a government or other third party, including but not limited to any sales taxes, value added taxes and any import or export fees or charges which shall be payable by the Advertiser in addition to the Fees.
  • 5.4. In the event of any late payment, the Advertiser shall be liable to pay interest on the amount of the late payment from the due date until the date of payment at a rate of one and a half percent per month, such interest to accrue on a daily basis both before and after judgment.
  • 5.5. Biz/ed reserves the right to change the Advertising Rates at anytime and the Advertiser confirms that it shall monitor the Website prior to submitting any Advertising Orders to confirm the then current Advertising Rates. The submission of an Advertising Order to Biz/ed shall be deemed acceptance of the Advertising Rates published on the Website at the time of submission.
• 6. INTELLECTUAL PROPERTY RIGHTS AND LICENCE
  • 6.1. The Website and all content, branding and get-up, images, sound recordings, software or other applications and other materials contained in or on the Website are and shall continue to be owned by Biz/ed and/or its licensors.
  • 6.2. The content, images, sound recordings, trade marks and other branding contained in the advertisement(s) (together the "Advertisement(s)") are and shall continue to be owned by the Advertiser and/or its licensors.
  • 6.3. The Advertiser hereby grants Biz/ed a royalty-free, world-wide, licence to:
    • 6.3.1. copy and display by electronic means the Advertisements; and
    • 6.3.2. reproduce screenshots of the Website containing the Advertisements for the promotional and marketing purposes of the Website, subject to and in accordance with these Terms of Advertising.
• 7. CONFIDENTIAL INFORMATION
  • 7.1. Each party (the "Receiving Party") shall keep: (i) all information of a confidential nature concerning the trade secrets or business dealings of a party, its affiliates and third parties to whom the party owes a duty of confidence; (ii) any document or information designated as confidential; and (iii) any information which by its nature the recipient ought reasonably to conclude was confidential information, in all cases whether encrypted or not and including all copies of the above on any media ("Confidential Information") received from or belonging to the other or its affiliates (the "Disclosing Party") secret and shall not:
    • 7.1.1. disclose such Confidential Information to anyone except to those of its employees or full time contractors who are bound by express written secrecy obligations on a need to know basis for internal use only where disclosure is necessary to perform its obligations or exercise its rights under this Agreement; or
    • 7.1.2. use such Confidential Information other than to perform its obligations or exercise its rights under this Agreement without the prior written consent of the Disclosing Party.
  • 7.2. Section 7.1 shall not apply to any Confidential Information to the extent that:
    • 7.2.1. disclosure is required to or by any Court, Tribunal or Governmental Authority with competent jurisdiction provided that where possible the Receiving Party provides the Disclosing Party with reasonable notice of the required disclosure and reasonable assistance to avoid disclosure where required;
    • 7.2.2. it is or becomes generally and freely publicly available through no fault of the Receiving Party or its servants or agents; or
    • 7.2.3. it can be shown to have been independently originated by the Receiving Party or communicated to it by a third party on a non-confidential basis provided that such third party did not breach a confidentiality obligation in making such communication to the Receiving Party.
• 8. TERMINATION AND SUSPENSION
  • 8.1. Biz/ed reserves the right to refuse stop-orders, cancellations or transfers unless they are received not less than six (6) weeks before the Insertion Date.
  • 8.2. Without prejudice to its other rights and remedies, Biz/ed shall be entitled to terminate the Agreement, if the Advertiser commits any material breach of the Agreement (including without limitation, payment of the Fees) which (if capable of remedy) is not remedied within fourteen (14) days of a notice issued by Biz/ed requiring the Advertiser to remedy the breach.
  • 8.3. Termination or expiry of this Agreement shall be without prejudice to any rights of either party that may have accrued at the date of termination or expiry. Sections 3, 5, 6, 7, 9, and 10 of these Terms of Advertising shall survive termination or expiry of the Agreement.
• 9. LIMITATIONS OF LIABILITY
  • 9.1. Except as set out in this Agreement, all warranties, terms and conditions whether implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.
  • 9.2. The provisions in this Agreement limiting or excluding liability do not apply to:
    • 9.2.1. death or personal injury resulting from negligence;
    • 9.2.2. breach of the obligations arising from Section 12 of the Sale of Goods Act 1979; or
    • 9.2.3. fraud or deceit.
  • 9.3. TS will not be liable in contract, tort (including negligence) or otherwise for:
    • 9.3.1. loss of profits, business, opportunity, reputation or anticipated savings, whether such losses are direct or indirect; or
    • 9.3.2. any indirect losses including but not limited to losses of a type described in clause 9.3.1 above which arise indirectly, however such direct or indirect losses may arise and even if TS or any of its affiliates have been advised of the possibility of such direct or indirect losses.
  • 9.4. The aggregate amount of TS' and its affiliates' liability which may arise out of or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, will in respect of all incidents or series of incidents occurring in any one calendar year, be limited to an amount equal to the Fees paid by Client under the Agreement in the calendar year in which that liability has arisen.
  • 9.5. Biz/ed will not be liable for any loss or damage, howsoever arising out of or in connection with the publication by Biz/ed of the Advertisement (including in connection with any errors, omissions or other changes made in relation to the Advertisement) or Biz/ed's failure to publish the Advertisement.
• 10. GENERAL
  • 10.1. The Agreement contains the entire agreement of the parties as to the Advertising Services and supersedes any and all written or oral prior agreements, representations, statements or other commitments or understandings. The Advertiser acknowledges that in entering into this Agreement it has not relied on any representations or statements made by Biz/ed that are not expressed in the Agreement. This clause shall not be construed as excluding either party's liability in respect of fraud or deceit.
  • 10.2. Neither party will be liable to the other for any failure or delay in the performance of its obligations under the Agreement (except for payment of money) due to circumstances beyond its reasonable control.
  • 10.3. If any provision of this Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.
  • 10.4. Failure or delay by either party in exercising any right or power under the Agreement will not constitute a waiver of such right or power unless made in writing.
  • 10.5. The Agreement may not be assigned by the Advertiser without the prior written consent of Biz/ed. Biz/ed may transfer all or any or its rights or obligations under the Agreement to any third party.
  • 10.6. Any notice given under this Agreement must be in English, in writing, signed by or on behalf of the party giving it and delivered personally or sent by pre-paid recorded delivery to the address set out on the Order Form (or as otherwise notified in writing by that party by notice complying with the terms of this clause). Any such notice will be deemed to have been received on the date it is recorded as having been delivered.
  • 10.7. This Agreement will be governed by and construed in accordance with the laws of England and Wales and the Advertiser irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
  • 10.8. No provision of the Agreement shall be enforceable by any third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

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