Advertising Terms and Conditions

Introduction

The purpose of this agreement is to state the terms & conditions for the benefit of both parties between you (the Client) and I Love MCR (the Company)

Agreement Summary

This document confirms terms and conditions for advertising, marketing and promotional services, including but not limited to digital media, out-of-home media and events, with I Love MCR for which payment must be made via either monthly instalments or flat rate plus VAT.

Acceptance

1. The attached Advertisement Order for the placement of an Advertisement is signed and accepted on the understanding that the contractual relationship between the Advertiser and I Love MCR (the Publisher) Is further governed by the conditions set out below (the ‘Agreement’). The signatory to this Agreement confirms that he/she is duly authorised to sign the Advertisement Order and, in the event, that he/she Is not so authorised the signatory as well as the Advertiser shall become jointly and severally liable for the obligations imposed upon the Advertiser by reason hereof. In the event that the Advertiser is a private, public limited or other incorporated entity then the signatory to the Advertisement Order shall personally guarantee the obligations of the Advertiser as contained herein.
2. In consideration of payment of the Advertisement Price the Publisher agrees to publish the Advertisement on the Display Unit at the Location of the Term in the Airtime Slots. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and in relation to such subject matter supersedes all prior discussions, understandings and agreements between the parties and their agents and all prior representations and expressions of opinion by any party or its agent to any other party or its agent. Each of the parties acknowledges that It is not relying on any statements, warranties representations or misrepresentations given or made by any of them in relation to the subject matter hereof, save those expressly set out in this Agreement and that it shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement save to the extent that they arise out of the fraud, fraudulent misrepresentation or fraudulent concealment of any party.
3. Unless otherwise specifically agreed in writing the terms and conditions of this Agreement shall apply to any Advertisement Order placed by the Advertiser. In the event of any inconsistency between these terms and conditions and any other terms and conditions printed or written upon any other documents passing between the parties (including without limitation the Advertiser’s own purchase order) the terms and conditions of this agreement shall prevail. No variation of the terms and conditions of this Agreement shall be applicable to any such Advertisement Order unless expressly accepted in writing by the Publisher.
4. For the purpose of these conditions:

Definitions

“Advertiser” is the contractual principal that is the party responsible for payment of charges arising from the publication of the Advertisement.

“Advertisement” includes any form of advertising published by the Publisher at the Advertiser’s request.

“Advertisement Price” is the price stated on the Advertisement Order.

“Airtime Slots” the time periods during the Term either midweek or all the weekend when the Advertisement will be displayed on the Display Unit as requested on the Advertisement Order

“Artwork” is all information necessary to facilitate the creation or the Advertisement.

“Deadline” is the time and date as stipulated in the Advertisement Order by when the Advertiser must supply all artwork to the publisher.

“Deposit” the first Instalment paid in respect of the Advertisement Price.

“Display Unit” is the form of visual media displaying devices at the location.

“Location” is the site at which the Display Unit is situated as stipulated on the Advertisement Order

“Term” is the days or duration period during which the Airtime Slots will be run as stipulated on the Advertisement Order and for any period renewed pursuant to clause 26.

Operative Provisions

1. The terms and conditions of business annexed hereto (“the Terms and Conditions”) shall form part of this Agreement, and the terms defined herein shall bear the same meaning in the Terms and Conditions.
2. The Client hereby appoints I Love MCR as a digital marketing and advertising consultant to carry out and deliver the assets within the advertising campaign specified in the appendix hereto (“the Campaign”). The Company hereby agrees to act in that capacity and carry out the Campaign, subject to this Agreement’s terms and conditions.
3. In consideration of the obligations undertaken by I Love MCR hereunder, the Client shall pay the Company the fees in the amount set out in the Schedule, such fees to be paid in full or where agreed with the Company by direct debit in equal monthly instalments in advance (“the Fees”). The Fees shall be reviewed at the end of the period set out in the Schedule. After this point, the then-current Fee shall continue until a new Fee is agreed or this Agreement is terminated.
4. This Agreement shall commence on the date set out in the Schedule and, subject as set out in the Terms and Conditions, shall continue in force for the initial period set out in the Schedule and thereafter unless or until terminated by either party giving to the other notice. Any such notice must be in writing, must expire not less than 28 days after the date it is received by the Company, and in any event will only be valid if it is to expire at, or at any time after, the end of the initial period.

Service Level Agreement (SLA)

1. I Love MCR will only advertise what the Company endorses or has benefit to the community. The Company will not endorse gambling nor anything of a political or religious nature.
2. I Love MCR reviews are always impartial, regardless of any commercial commitment, and will not be bribed by money or payment in kind.
3. Paid for posts are clearly marked ‘Sponsored’ to meet ASA (Advertising Standards Agency) guidelines.
4. Advertising requires a minimum three-month commitment to guarantee optimum exposure. The Client accepts that any shorter campaigns entered into with the Company are done so under ad-hoc circumstances, and may not reach the desired target audience.
5. Statistic reports will be presented every quarter or by request. No less than 30 days notice is required.
6. Approvals for Advertising Campaign assets are the responsibility of the Client. If an asset is not received within the agreed campaign period, the Company will NOT be held responsible for lack of activity. Additionally, the asset will not roll-over to another period, unless expressly agreed in writing.
7. Assets included within package deals hold no cash value and all advertising campaigns are non-refundable.

Fee(s)

1. The listed fees are exclusive of VAT and are based on management, executive and administrative time in the delivery of the Programme.
2. The listed Fees cover all executive, administration and secretarial time provided by the Company in the Campaign’s execution.
3. Additional advertising work, including utilisation of additional advertising assets specifically requested by the client, which falls outside the remit of the agreed Campaign (e.g. photography, video, Facebook Ads, or graphic design requests), will also be subject to additional fees. Any such additional work will be pre-negotiated with the Client before work being undertaken by I Love MCR.

Payment Terms

1. Fees will be invoiced upon receipt of booking or confirmation for any Advertising campaign and must be paid in full before the agreed campaign commences (unless different credit or payment terms are expressly agreed in writing).
2. Campaigns can commence (or “go live”) on receipt of payment or remittance.
3. Upon signing of the contract, you agree to Campaign planning and asset scheduling to commence and are committed to honouring payment of the agreed marketing campaign. 
4. Once campaign planning has begun, no payments are eligible to be refunded.
5. If monthly instalments are accepted as a method of payment for a campaign by the Company, after the initially agreed campaign, the client may be automatically put on a rolling monthly retainer, regardless of agreed duration, unless we receive 30 days’ notice of cancellation in writing.

Approvals and Authority

1. For continuity purposes, pre-approved ‘evergreen content’ must be supplied to I Love MCR by the Client no less than 48 hours before campaign live date
2. I Love MCR shall submit to the Client draft content for specific approval where required, including:
   1. Draft copywriting/advertorials
   2. Draft solus email marketing
3. The Client’s approval must be in writing. I Love MCR will accept written approval by the Client of any matter as authorisation to proceed to publication.
4. If no written approval is received from the Client within 48 hours of the initial request, implied consent should be assumed, and I Love MCR will make the final decision to publish.

Errors

1. In the event of any error, misprint or omission in the display of the Advertisement, except where attributable to a default by the Advertiser or Its agents, the Publisher may at its sole discretion make an adjustment to the price. No re-insertion, refund or adjustment will be made where the error, misprint or omission does not materially detract from the Advertisement in no circumstances shall the total liability of the Publisher for any error, misprint or omission (Liability)exceed either:
   • (a) The amount of a refund or that part of the Advertisement Price payable to the Publisher for the Advertisement In connection with which the liability arose such refund being calculated by reference to pro rata the number of incidence{s) that the Liability arose, or
   • (b) The cost of a further or corrective advertisement of a similar type and standard to the advertisement in connection with which the Liability arose.
2. Any complaint concerning the reproduction of an Advertisement must be received in writing by the Advertiser within 7 Days of the Airtime slot giving rise to the complaint.

Termination Provisions

1. Without prejudice to any rights that have accrued to either party under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
   (i) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default 14 days after being notified in writing to make that payment;
   (ii) the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and if that breach is remediable fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   (ii) the other party:
   (A) suspends, or threatens to suspend, payment of its debts;
   (B) Is unable to pay its debts as they fall due or admits inability to pay its debts;
   (C) (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
   (D} (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
   (E) (being a partnership) has any partner to whom any of clause 25 (A) to clause 25 (N) apply.
   (F) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   (G) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up or that other party (being a company} other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party:
   (H) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
   (I) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
   (J) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   (K) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against. the whole or any part of the other party’s assets and that attachment or process is not discharged within 14 days;
   (L) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events is Competitions and promotions must comply with the British Code or Sales Promotion Practice;
   (M) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
   (N) there is a change of control of the other party (within the meaning of section 1124 or the Corporation Tax Act 2010).
2. The duration of this Agreement shall be for the Term and subject to clause 27 shall continue for the same duration there-after (‘Further Term’) unless and until the Advertiser gives written notice of termination to the Publisher no less than four weeks prior to the end of the Term or any Further Term.
3. Without prejudice to any rights that have accrued to either party under this Agreement or any of its rights or remedies in the event that the Publisher is unable to supply for any reason any Airtime Slots at the Location during any Further Term then the Publisher shalt be entitled to terminate this Agreement immediately on notice.
4. Without prejudice to any rights to terminate this Agreement for reasons of non-payment in the event that the Advertiser has agreed to pay the advertisement rales in instalments then in the event that the Advertiser defaults on any instalment then the whole amount of the then outstanding Price for the whole Term shall become immediately payable. The Publisher may at its discretion not terminate but suspend the publishing of the Advertisement until such time as the Advertiser has brought up to date any overdue payments. Any such tolerance or forbearance on the part of the Publisher cannot be deemed to constitute a waiver of its rights under this Agreement.
5. On occasion the Advertiser may request the supply of incentives (for example hospitality passes or access to venues or arenas for organised events) as stipulated in the Advertisement Order. The Publisher may seek to supply such incentives but this does not create an obligation upon the Publisher to supply them and does not form part of any contractual arrangement either in this Agreement or otherwise. The failure to supply any such incentives Is not tantamount to a breach of this Agreement.
6. In certain circumstances, the Display Unit as stipulated In the Advertisement Order may be in a location that includes television coverage exposure. The Advertiser acknowledges that the total amount of exposure cannot be guaranteed and neither does the Publisher warrant what amount of exposure will arise.
7. The publishing of any Advertisement on any Display Unit will not create any proprietary interest in the Display Unit that would either allow the Advertiser to seek ownership of the Advertisement or ownership or removal of the Display Unit
8. My notices required to be given hereunder shall only be deemed effectively settled if made in writing and sent by recorded delivery post, in the ease of the Advertiser to its last known place of business or abode or its registered office in the event it is an Incorporated body and in the case of the Publisher to its registered office.
9. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
10. The parties agree, In the circumstances referred to in clause 3 to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
11. Subject to clause 19 in respect of any breach whether wilful or not of the Agreement and any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with this agreement the Publisher shall not be liable, whether in tort (inducing for negligence or breach of statutory duty), contract, misrepresentation (whether Innocent or negligent) or otherwise for loss of profits, business, depletion of goodwill similar losses or loss of anticipated, goods, of contract, of use, corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. All warranties, conditions and other terms implied by statute or common law are excluded from The Agreement to the fullest extent permitted by law.
12. These conditions and all other express terms of the Agreement shall be governed and construed in accordance with the laws of England.
13. In the event of termination of the Agreement for whatever reason, the Client will be responsible for all fees payable hereunder to the Company and outstanding unpaid invoices issued by the Company shall become immediately due payable by the Client.

Copyright and Intellectual Property Rights

1. I Love MCR(®) is a registered Trade Mark filed since 2009 with registration numbers UK00002507435, UK00003164586 and UK00003268137 and retains all rights reserved for; all advertising, marketing and promotional services including but not limited to digital media, out-of-home media and events.
2. The Company encourages the use of the I Love (heart) MCR Trade Mark during this agreement term so long as it is not used for any commercial gain.
3. The Company reserves all copyright for all media produced by the company, including graphic design, photography and video.
4. Media produced by I Love MCR is prohibited to be shared with other advertising/marketing/publishing companies during or after the agreement.

Insurance

Professional Indemnity:
The Client shall indemnify and keep indemnified the Company from and against any and all proceedings, claims, damages, losses, expenses or liabilities which the Company may incur or sustain as a direct or indirect result of or in connection with any information, representation, reports, data or material supplied, prepared or specifically approved by the Client (including concerning proceedings under the Trade Descriptions Act 1968). Such material includes press releases, articles, copy, scripts, artwork and detailed plans or programmes.

General

We stick to the rules of the Advertising Standards Agency in the UK.

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