By using the self-service ad builder tool (“Service”), the advertiser (whether they are the advertiser of the product or service referred to in the advertising material or the advertising agency or media buyer for such agency) (“Advertiser”) agrees to and shall be bound by these terms and conditions to the exclusion of any terms proposed by the Advertiser and such terms and conditions shall form the contract between Localstars Limited (“Company”) and the Advertiser (“Agreement”).
Use of the Services for each Advertisement shall give rise to a separate contract between the Company and the Advertiser. Any advertising material successfully created using the Service and submitted by an Advertiser for publication (“Advertisement”) shall be published on any of the websites selected by the Advertiser and which are operated by the Publisher, and any additional websites to be determined at the sole discretion of the Company where the Advertisement forms part of a Syndicated Campaign (as defined below) (the “Website (s)”) but only if such Advertisements:
- 1.1.1 – comply with the Advertising Guidelines at this page and the Company is informed by the Publisher that such Advertisements are approved by the Publisher as complying with such Advertising Guidelines; and
- 1.1.2 – comply with all applicable laws, regulations and/or codes of practice (including the British Code of Advertising, Sales Promotion and Direct Marketing and other codes of practice under the general supervision of the Advertising Standards Authority) (“Law”). The Advertiser acknowledges that the Publisher and the Company reserve the right at any time, in its sole discretion and without liability to the Advertiser or Publisher, to reject or cancel any Advertisement or remove any Advertisement from any Website if the Advertisement does not comply with the Advertising Criteria. If the Advertisement does not comply with the Advertising Criteria the Publisher may notify the Advertiser so that the Advertiser can amend and resubmit the Advertisement. Any approval by the Publisher of an Advertisement shall not be deemed to constitute an acceptance by the Company that such Advertisement is provided in accordance with these terms and conditions nor shall it constitute a waiver of the Company’s rights. The Company shall not be held responsible for any addition to, changes in, deletions from, delay in publication or withdrawal of any Advertisement required by any competent authority having jurisdiction over or responsibility for the regulation of electronic and online advertising on the internet (including without limitation the Advertising Standards Authority). The Advertiser acknowledges that the Publisher and the Company reserve the right in their absolute discretion to do any act or thing in respect of the publication of any Advertisement which is found to contain unsuitable material (including without limitation the editing or cutting, non-publication, delayed publication or removal from any Websites) without liability to the Advertiser who shall have no claim for damages or otherwise as a result of any such action.
The Advertiser shall remain liable to the Company for the charges payable for such Advertisement. The content, layout and format of the Websites shall be subject to variation at the sole discretion of the Publisher and/or its associates. The Advertiser may use the campaign planner functionality to specify certain “Campaign Parameters” which may include:
- 1.1.3 – the number of impressions which it would like to achieve for a particular Advertisement on the Website(s); and/or
- 1.1.4 – the site(s) (or category of sites) on which the Advertisement may appear (for sites owned by the Publisher); and/or
- 1.1.5 – the page or section of the site where the Advertiser would like the Advertisement to appear; and/or
- 1.1.6 the first date on which the Advertisement may appear and the last date on which the Advertisement may appear; and/or
- 1.1.7 – the total spend for the campaign and/or required spend per week or month and or maximum spend per day; and/or
- 1.1.8 – the share of spend, impressions, target geographic area and required type of audience demographic for Syndicated Campaigns (as defined below).
The manner in which the Campaign Parameters are met will be at the sole discretion of the Company and/or its associates. The Company does not guarantee the times, dates or positions for any Advertisements appearing on any Websites and no protection against proximity of competitive product on any Website is given by the Company. The Advertisement will remain on the Website(s) until such time as it has achieved the goals set upon campaign creation by the advertiser or their agent in the Campaign Parameters and may be removed at any time after the specified goals have been achieved. Where the Advertiser has indicated that the Advertisements can be made available on Websites other than the Publisher’s Website (“Syndicated Campaign”) the Advertiser acknowledges that the Advertisement will be published on such Websites as the Company and/or its associates may consider appropriate within the Campaign Parameters. The sole remedy for any failure to reach the agreed number of impressions within any agreed time period will be the right for the Advertiser to extend the term for publication of such Advertisement on the Websites until such time as the agreed number of Impressions is achieved but in any event no longer than 12 months after the Advertisement is booked. If a booked Advertisement is not published at all and such non-publication is solely the fault of the Company, the Company will use its reasonable endeavours to offer an alternative to the Advertiser. If any such alternative is not accepted, the original booking shall be cancelled and the Advertiser shall have no claim against the Company in respect of non-publication or for any expenses or damage incurred as a result of such non-publication (but shall be entitled to a refund of any fees paid for such cancelled Advertisement). In the event of the Company’s or the Publisher’s publication of the Advertisement being restricted, curtailed or prevented by any Law or any other act or thing beyond the Company’s control, the Company may at any time, notwithstanding anything contained in these terms and conditions, forthwith terminate this Agreement in whole or in part without prejudice to the Company’s right to be paid by the Advertiser any monies due for the period up until the date of termination. All Advertisements are accepted on the understanding that they will be paid for at the rates in force as set out in the system pages. Such rates shall be exclusive of VAT and the Advertiser shall pay to the Company at the time that the payment becomes due an amount equal to the VAT properly chargeable upon such payment. The Company may change the rates at any time by publishing the modified rates in the system pages. Any changes to the rates will take effect immediately. However, any changes to the applicable rates will not apply to any orders made prior to the date of such change. The Company shall use reasonable endeavours to give a minimum of four (4) weeks’ notice in respect of any change to the rates and/or to these terms and conditions, but reserves the right to make such changes at shorter notice. Advertisers shall make payment in advance via the credit card payment mechanism on this page, through which the Advertiser can pay for the Advertisement and Syndicated Campaign (if any). All payments shall be remitted in full in immediately available cleared sterling funds without deduction or withholding of any kind other than as required by Law and shall be payable prior to the Advertisement being booked. In the event that a credit card payment is re-claimed by the credit card issuer then the Company may suspend or cancel the Advertisement. If the Advertiser fails to pay any amount due to the Company by the applicable due date or any credit card payment is re-claimed by the card issuer, the Company shall be entitled to charge interest on the overdue amount payable by the Advertiser immediately on demand from the due date up to the date of actual payment after as well as before judgment at the rate of 2% above the base rate for the time being of the Company’s principal bank from time to time. Such interest shall accrue on a daily basis and be compounded quarterly. The Advertiser grants to the Company a royalty free, non-exclusive, transferable licence to use the Advertiser’s names, trade marks and/or logos for the purpose of enabling the Company to perform its obligations under this agreement and in particular for the purposes of displaying the Advertisement on the Website(s). As between the Advertiser and the Company, the Company shall own all rights, including the copyright in all Advertisements created using the Service. To the extent that any such rights vest in the Advertiser, the Advertiser hereby assigns to the Company with full title guarantee any and all such rights (including by way of present assignment of present and future rights) for the Company to hold the same absolutely for the full period of such rights and thereafter (so far as is possible) in perpetuity. The Advertiser hereby waives (to the extent applicable) in perpetuity any and all moral rights it may have in respect of any Advertisement. The Company does not accept liability for any delay in delivery of or loss or damage to Advertisement copy. The Company shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for any losses which could not be contemplated by the Company and the Advertiser at the time this Agreement is entered into and in any event the aggregate liability of the Company in respect of any loss or damage suffered by the Advertiser and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed price paid by the Advertiser in respect of that Advertisement in the previous 12 months. The Advertiser represents and warrants to the Company that:
- 1.1.9 – any information supplied in connection with the Advertisement is accurate, complete, true and not misleading;
- 1.1.10 – neither the Advertisement(s) nor the use thereof by the Company (including the publication of the Advertisements on any Website(s)) will: 1.1.10.1 infringe the rights of any person (including without limitation any intellectual property rights) or any other agreements; 1.1.10.2 be defamatory of any person or offensive or unlawful in any way; or 1.1.10.3 be prejudicial to the image or reputation of the Company and/or its associates;
- 1.1.11 – all Advertisements will comply with all applicable laws, regulations and/or codes of practice (including the British Code of Advertising, Sales Promotion and Direct Marketing and other codes of practice under the general supervision of the Advertising Standards Authority) and any and all guidelines issued by the Company from time to time and made available on the Company’s Website including the Advertising Guidelines;
- 1.1.12 – all Advertisements and all materials submitted by the Advertiser shall be free of any viruses (being any computer code, programming instruction or set of instructions that is intentionally and specifically constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or hardware) and no Advertisement or other materials submitted by the Advertiser shall cause an adverse effect on the operation of the Service or of any Website such that a substantial part of the Service or any such Website is wholly or partially unavailable to customers;
- 1.1.13 – it has or will have obtained prior to submission of any Advertisements all necessary rights, consents, licences, clearances and waivers in relation to the Advertisements (and all content including without limitation any musical recordings and compositions contained in the Advertisements) to enable the Company and the Publisher to publish the Advertisements on the Websites (and any other Websites where the Advertisements forms part of a Syndicated Campaign) and the Advertiser shall be solely responsible for any and all payments due to third parties as a result of such publication;
- 1.1.14 – no Advertisement will constitute an invitation or inducement to engage in investment activity within the meaning of the Financial Services and Markets Act 2000; and
- 1.1.15 – shall procure that each user authorised by them shall treat any username, password or any other information which forms part of the Company’s security procedures as confidential (“Security Information”) and that they shall not disclose it to any third party.
The Advertiser shall be liable for any loss or damage arising out of the disclosure of any Security Information by any End-User. The Advertiser shall reimburse the Company for all losses, demands, claims, damages, costs, expenses (including without limitation reasonable legal costs and expenses and VAT thereon) and liabilities suffered or incurred by the Company and/or its associates in consequence of any breach or alleged breach by the Advertiser of the representations and warranties in paragraph 5.1 above and/or otherwise as a result of any publication by the Company or the Publisher on any Website of any Advertisement or other material submitted by the Advertiser. This paragraph 5 shall continue in full force and effect notwithstanding any suspension or termination of this Agreement or the cancellation of any Advertisement. A contract for an Advertisement purchased on a one off campaign basis may not be terminated. The Company will, upon request, use reasonable endeavours to cease the display of any Advertisement, but this shall not terminate the contract with the Advertiser. The Advertiser agrees that from the point that the Company sends Advertiser an email confirming that the Advertisement has successfully been created using the Service, the Advertiser will not have the right to cancel the Advertisement. If the Advertiser is insolvent or bankrupt or is in breach of these terms and conditions, the Company may treat the Advertisement as cancelled and terminate this contract. The privacy policy shown on this page shall apply to the Advertiser’s use of the Service. All notices given by you to us must be given to the Company at enquiries@localstars.com. This e-mail address is being protected from spambots. You need JavaScript enabled to view it and must include your postal address, booking reference number and a daytime telephone number. The Company may give notice to you at either the e-mail or postal address the Advertiser has registered. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. Subject to clauses 8.3 and 8.4 below, the Publisher may rely upon and enforce the terms of clause 5 against the Advertiser. The third party rights referred to in clause 8.1 (and any other terms of this Agreement which provide that a third party may in his own right enforce a term of this Agreement) may only be enforced by the relevant third party subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the “1999 Act”) and all other relevant terms of this Agreement, including without limitation clause 8.7. Except as provided in clause 8.1 (or insofar as this Agreement otherwise expressly provides that a third party may in his own right enforce a term of this Agreement), a person who is not a party to this Agreement has no right under the 1999 Act to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently. The Advertiser may not resell, assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement or sub-contract any or all of its obligations under it or purport to do any of the same. Any attempt to do any of the foregoing shall result in immediate termination of this Agreement and payment of any and all amounts due hereunder to the Company and without prejudice to its other rights and remedies. Any purported assignment in breach of this paragraph shall confer no rights on the purported assignee. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or principal-agent relationship between the parties and neither party shall have authority to bind the other in any way unless expressly provided otherwise in this Agreement. The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the law of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Contract or its enforceability or the legal relationships established by this Contract.
