Advertising Terms

This Advertising Agreement (the “Agreement”) sets out the terms and conditions upon which Yorkshire Web Radio (the “Company”), having its registered address at 16 THOMAS STREET SOUTH, HALIFAX, HX1 4DS, engages YOU (the “Advertiser”), and having its registered address as supplied on invoices (together, the “Parties”).

WHEREAS: The main activity of the Company is ACTIVITY

WHEREAS: The Company provides advertising services in this above-mentioned area.
WHEREAS: The Company is desirous of engaging the Advertiser to provide advertising services on such terms as are set out throughout this Agreement and the Advertiser for his part is desirous of being engaged by the Company to provide said advertisement on said terms.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. DEFINITIONS

In this Advertising Agreement:

1.1 “Territory” shall mean TERRITORY.

1.2 “Social Media” shall mean all forms of social media such as Facebook, Google+, LinkedIn etc.

1.3 “Ads” shall mean online advertisements.

1.4 “PPC” , “CPC” shall all mean Pay Per Click advertising.

1.5 “PPV”, “PPM”, “PPI”, “CPI”, “CPM” shall all mean Cost Per View advertising.

1.6 “Video Advertising” shall mean advertising on Yorkshire Web Radio.

1.7 “Viral Advertising” shall include all forms of viral advertising, stealth advertising and advertising using internet memes.

1.8 “Fees” shall mean the Fees set out in Clause 4.

1.9 “Budget” shall mean the advertising Budget set out in clause 5.

1.10 Unless it is evident from the context and having regards to the generality of the Agreement that a clause intends to mean otherwise: words denoted in the singular only shall include the plural and vice versa; words denoted in any gender shall include all genders; and, terms denoting people or persons shall include both natural and legal persons (such as corporations) and vice versa.

1.11 The heading names in this Advertising Agreement are provided as reference only and do not form part of this Advertising Agreement.

1.12 This Advertising Agreement may be executed in both English and other languages. If there is a conflict between this Agreement in its various translations the English version shall prevail.

1.13 The illegality or unenforceability of any clause (or part thereof) shall have the effect of voiding that clause (or part thereof) only and not the entirety of this Advertising Agreement.

1.14 This Advertising Agreement may be executed either in one original or in two counterparts.

1.15 The terms of this Advertising Agreement shall be deemed to be binding on both Parties based on their respective conduct notwithstanding any error or defect in the execution of the Agreement.

2. PROVISION OF INFORMATION(where applicable)

In order to enable the Advertiser to create and promulgate appropriate advertisements the Company agrees to provide the Advertiser with:

​2.1 An executive summary of the Company and its area of operation.

2.2 A detailed description of the product or services being advertised on our site, as and when required.

​2.3 An indication of the intended purpose of advertising (whether to promote a given product or service or raise brand or product awareness or both).

2.4 A budget for advertising across all supplied services.

The performance by the Advertiser of its obligations under this Agreement is conditional upon receipt of the above and changes in these requirements must be notified in writing as soon as practicable.

3. OBLIGATIONS OF THE ADVERTISER

It is agreed that:

3.1.The Advertiser may use the following means to promote the products or services of the Company as agreed between the Parties:
3.1.1 Image Ads, also called display ads, are a visual representation of your brand that draw users onto your site.

3.1.4 Social Media Advertising works best if you seek word-of-mouth advertising.

3.1.5 Advertisement on (Website) is placed on a specific website or in a website network that you determine shares a similar target audience.

3.1.6 Viral Advertising relies on word-of-mouth sharing between people and is often most impactful because those who share act as brand ambassadors.

3.1.7 Video Advertising appeals to multiple senses and often works best with a goal of educating viewers.

3.1.8 Radio Advertising is a great supplement to digital advertising.
3.1.9 Our TV Advertising plays on our television station during specific outside broadcasts that have target audiences you want to reach with your message.

3.1.10 Local Magazine Advertising may include accompanying online advertisements on the magazine’s website or social media channels.

3.1.11 Billboard Advertising helps you to reach people in a specific geographical area.

3.1.12 Word of Mouth Advertising relies on brand loyalists to share your product or service with their friends and family as a way of promoting products.

3.2 The Advertiser is expressly prohibited from using the following means to promote the following products or services:
3.2.1 Links to Porn, Tobacco, YouTube Channels, Spotify, and any other site we consider innapropriate at our discretion.

3.2.3 Affiliate Marketing incentivizes users to “join” your business as a consultant and sell the product or service in return for something, which can be construed as a pyramid scheme.

3.3 The Advertiser shall not promote any ad without that ad being first approved by the Company.(1st advert acceptance is approval) you must notify us within 2 hours of uploading any subsequent graphic changes.

3.4 The Advertiser shall not change links without our consent, you must use the URL registered on first purchase, we will not reasonably withhold consent.

3.4 The Advertiser agrees that it will surrender to the Company the following items on the termination of this Advertising Agreement(where we have installed seo plugins on a wordpress site or optimised your site via google my business):
3.4.1 A full list of keywords used in connection with the advertisement or SEO.
3.4.2 Full details of all traffic received or directed under the campaign, including Google Analytics information or similar.

4. FEES

In consideration of its services, the Company agrees to pay the Advertiser FEE. Those fees itemized in the invoice and appended hereto shall form part of this Advertising Agreement and shall be initialed by both Parties. Examples of advertising fees may include:

⦁ Monthly retainers
⦁ Fees for designing graphic advertisements
⦁ Paying talent to speak or act in your advertisements
⦁ License fees for use of any specific technology
⦁ Branding or redesigning any existing resources

5. MANAGEMENT OF ADVERTISING BUDGET

It is agreed that:
5.1 During the course of this Advertising Agreement and in addition to those Fees outlined in clause 4 the Company undertakes to pay A BUDGET to the Company to be used to meet the direct costs of the advertising campaign(in cases where we handle all your advertising needs as agreed and outlined in your invoice).

5.2 The Budget shall be paid in the following manner:(in cases where we handle a full campaign) Paypal/Credit Card.

5.2.1 Except when we have agreed alternative payment methods.

5.3 In the event of the Termination of this Advertising Agreement the Company agrees to return any unused Budget.

6. DURATION

This Advertising Agreement shall commence on the date of its execution and shall have effect until any of the following occurrences at which point the Agreement will end:
6.1 The failure of the Advertiser to pay any fees due under this Agreement within 28 (twenty eight) days of them falling due, provided that such delay was not expressly agreed between the Parties.
6.2 The provision of 14 (fourteen) days’ notice in writing by either Party.

6.3 Breach Of These Terms Of Service

7. WARRANTIES AND INDEMNITIES

It is agreed that:

7.1 Both Parties warrant that they have the necessary power and approval to enter into this Advertising Agreement.

7.2 Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this Advertising Agreement.

7.3 The Advertiser warrants that he/she will use only those means of advertising approved by the Company and listed in clause 3.1 and the Advertiser undertakes not to use any other means of advertising without the prior written approval of the Company and such approval shall constitute a variation pursuant to clause 9.

7.4 Where the Company is holding or otherwise controlling an advertising Budget we undertake to use this Budget in its entirety for advertising and not for any other purpose and to return any unused Budget at the termination of this Advertising Agreement.

7.5 The Advertiser undertakes to pause or stop all advertising on the express instruction of the Company in writing, we will explain why we requested this.

7.6 The Advertiser undertakes to pay all Fees promptly and not to unreasonably withhold payment.

7.7 The Advertiser warrants that he/she will use only a) material expressly authorised by the Company or b) entirely original material and will not infringe the copyright of any third-party.

7.8 The Advertiser warrants the he/she will not use any false or misleading statements in their advertisements whether by statement, act, omission or implication.

7.9 The Advertiser warrants that he/she will not use any vulgar, offensive or disreputable means of advertising.

7.10 The Advertiser agrees to indemnify and keep indemnified the Company against any and all losses howsoever arising as a result of a breach of clause 7.7, clause 7.8 or clause.

7.11 The Advertiser acknowledges that he/she does not have the right to bind the Company.

7.12 The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.

7.13 The Advertiser acknowledges that The Company cannot be held liable for lack of engagement on any of the services supplied by The Company.

7.13 The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights.

7.14 Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.

7.15 Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in clause 11.

8. CONFIDENTIALITY

It is agreed that:

8.1 The Advertiser shall ensure that any confidential information or material which is obtained during the scope of this Advertising Agreement or in negotiation thereof is kept confidential including but not limited to the details of the means of advertising and the commission due or received under this Advertising Agreement.

8.2 The Company shall ensure that the details of the Candidate are kept confidential at all times and undertakes not to share this information with any third-parties unless agreed with The Advertiser.

8.3 The Advertiser undertakes that he shall not expose any confidential information except with the prior written consent of the Company or if directed to do so by a competent Court provided always that such information has not previously entered the public domain by other means.

8.4 The terms of clauses 8.1, 8.2, 8.3 shall apply indefinitely notwithstanding the termination of this Advertising Agreement.

9. VARIATION

Any variation to this Advertising Agreement shall be made in writing and signed by both Parties.

10. NOTICES

Any notice served under this Advertising Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as his address for service. All notices shall be delivered in English.
11. GOVERNING LAW, DISPUTES AND ARBITRATION

It is agreed that:

11.1 The Advertising Agreement is made under the exclusive jurisdiction of the laws of the CITY OF HALIFAX, UNITED KINGDOM.
11.2 Disputes under this Advertising Agreement shall be subject to the exclusive jurisdiction of the courts of HALIFAX, UNITED KINGDOM.
11.3 Notwithstanding the terms of 11.2 both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.