DISCLAIMER AND TERMS AND CONDITIONS
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TERMS AND CONDITIONS
ADLUX (UK) Limited: Standard Terms and Conditions
Registered Office: 29 Marylebone Road, London NW1 5JX. Registered in England & Wales Registration Number 8160303
a) “Advertiser” means any person, firm or company acting as Principal giving a Booking.
b) “Advertising Agency” means any person or organisation recognised as an Advertising Agency by the Media Owner and acting as an agent gives a Booking.
c) “Advertisement Media” means any advertising media intended for display by the Media Owner.
d) “Agreement” means a legally binding agreement between the Parties consisting of a Booking Confirmation and/or any other terms agreed in writing between the Parties.
e) “Booking,” means a booking submitted by the Principal to the Media Owner in writing, for the display of Advertisement Media for the Display Period at Site(s).
f) “Booking Confirmation” is the document confirming the Booking, which shall be sent to the Principal by the Media Owner.
g) “Display Period” means the period specified in the Booking Confirmation within which the Media Owner will display the Advertising Media.
h) “Fee” means the consideration for the display the Advertising Media as specified in the Booking Confirmation.
i) “Media Owner” means ADLUX (UK) Limited, whose registered office is at 29 Marylebone Road, London NW1 5JX and any of its related parties.
j) “Payment terms” means 30 days from the start of the Display Period.
k) “Parties” means the Media Owner and Principal and Agent.
l) “Principal” means any Advertiser/Advertising Agency/Agent and shall include their successors in title who gives a Booking to the Media Owner and is liable for payment for the display of Advertisement Media.
m) “Production Specifications” means the last published document headed Production Specifications published by the Media Owner in relation to the Site booked.
n) “Site Owner” means the person, firm or company with whom the Media Owner has a concession to display advertising on their property.
o) “Sites” means the locations at which the Media Owner may display Advertisement Media.
p) “Terms and Conditions” means the terms and conditions as set out in this document.
2. APPLICATION OF THESE TERMS AND CONDITIONS
a) The Principal shall be ultimately responsible for the payment of Fees and shall be deemed to have full authority in all matters connected with the placing of the Booking and the approval or amendment of Advertising Media. A media agency or specialist media buyer shall be regarded for all purposes as the Principal. For the avoidance of doubt, every Booking accepted by the Media Owner will be for a specified Advertiser and the Media Owner must agree any change to the Advertiser in writing.
b) The Terms and Conditions together with any additional terms set out in the Booking Confirmation will be legally binding on the Media Owner and the Principal in respect of each Booking submitted by the Principal on the date of the Booking Confirmation.
c) For the avoidance of doubt, failure by the Principal to return a signed Booking Confirmation to the Media Owner will not prejudice the terms of the Agreement. Any performance by the Media Owner will be deemed to be on these terms and conditions.d) Any Booking accepted should only be used for displaying the Advertisement Media supplied in relation to the Booking Confirmation.
3. DISPLAY OBLIGATIONS
a) The Media Owner will (subject to Clause 2 above) display the Advertisement Media at the number of Sites as stipulated in the Booking Confirmation, in accordance with the Display Period and subject to Clause 4.
b) In the event that the Advertising Media is unable to be displayed at any locations specified in the Booking Confirmation due to unforeseen, uncontrollable events relating to the Site Owner, the Media Owner will provide a substitution of matching media value.
c) The Media Owner will only provide photographs of displayed Advertisement Media at Sites if expressly agreed in the Booking Confirmation.
4. SUPPLY OF MATERIAL
a) All Advertisement Media (subject to any other terms in the Booking Confirmation) is to be delivered carriage paid and shall be supplied to the Media Owner within the time specified by the Media Owner. All Advertisement Media shall be produced and supplied to the Media Owner in accordance with the Production Specifications of the particular Sites.
b) In the event that the Parties agree that the Media Owner will undertake production of Advertisement Media, then the Principal shall adhere to the Production Specifications and provide all details necessary to allow production to take place within the necessary timeframe.
c) The Media Owner shall be supplied with Advertisement Media in accordance with the Production Specifications so as to enable the Media Owner to maintain the display in good condition.
d) Should the Principal fail to deliver Advertisement Media in accordance with this Clause 4 the Media Owner is not obliged to display the undelivered Advertisement Media but the Principal shall, nonetheless, be liable to pay the corresponding Fees. The Media Owner will use reasonable endeavors to display the undelivered Advertising Media but without any commitment to meet the Display Period.
e) A part delivery of the Advertisement Media or a delivery not meeting the Production Specification or the provisions of this Clause 4 shall be deemed to be no delivery for the purposes of this Clause.
f) Delivery of Advertisement Media shall not be deemed to have been made if the Media Owner has not received any proposed bespoke display instructions.
g) Any Advertising Media used during a campaign shall be disposed of in manner, as the Media Owner shall decide, unless agreed otherwise at the time of Booking Confirmation.
h) The Advertiser expressly permits the Media Owner to photograph and publicise the Advertising Media and the details of the Advertiser, and to use the photographs and details of the Advertiser in any marketing and publicity materials of the Media Owner.
5. INVOICING AND CHARGES
a) Invoices will be issued on the date of the first display of the advertising media.
b) Payment of Fees is due in accordance with the Payment Terms. If Fees are not paid in accordance with the Payment Terms the Media Owner may, without prejudice to any other remedy it may have and without prejudice to Principal’s obligation to pay the Fees, refuse to display any Advertisement Media or withdraw currently displayed Advertisement Media.
c) Original invoices shall be sent to the Principal for payment by the Principal unless otherwise expressly agreed between the Parties in writing. Where the Media Owner has been notified by the Principal in writing that a third party has been appointed by the Principal, invoices will be sent to the Principal’s third-party and shall clearly identify the Principal for whom the third-party is acting.
d) In the event of failure to comply with any of the provisions of this Clause 5 the Media Owner reserves the right to require any other Booking to be dealt with in accordance with revised payment terms.
e) In respect of any Fees not received by the Media Owner in accordance with the Payment Terms the Principal will be liable to pay to the Media Owner interest, at a rate of 4% above the published base rate for Barclays Bank.
6. WARRANTIES, LIABILITY AND INDEMNITY
a) The Principal warrants and undertakes that:
i. All Advertisement Media will comply with all statutory and legal requirements and regulations in force in the territory in which the advertisement is displayed.
ii. They will be responsible for obtaining and paying for all necessary licenses and consents for displaying and reproduction of any Advertisement Media or Copyright material contained in or the appearance of any person in the Advertisement Media; and
iii. No Advertisement Media will breach the Copyright or other intellectual property rights or be defamatory of any third party.
c) The Principal will indemnify and keep the Media Owner indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever.
d) The Media Owner shall have the right to refuse to display or to continue to display any Advertisement Media which does not or which in the Media Owner’s opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(a) above. In such event the Media Owner shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Media Owner against the Principal.
e) The due performance of any Agreement is subject to suspension, variation or cancellation by the Media Owner (in whole or in part) owing to Acts of God, strikes, lockouts, legal restrictions, power supply failures, or the loss of any Sites which were included in the Agreement or for any other reason beyond the Media Owner’s control. In the event of suspension, variation or cancellation for any of the foregoing reasons the Media Owner shall be entitled to be paid by the Principal the full Fees corresponding to the Sites in question up to and until the time at which such suspension, variation or cancellation occurs. The Media Owner shall not be liable to pay any damages losses or expenses to the Principal as a result or in respect of such suspension, variation or cancellation.
f) The Principal acknowledges and agrees that all bookings are subject to the approval of the site owner.
a) This Agreement is non-transferable. Any cancellation of a Booking Confirmation is subject to the following cancellation penalties of the booking value:40% between 90 to 75 days 60% between 74 to 45 days 80% between 44 to 31 days 100% within 30 daysFrom the start of the Display Period.Any delays or postponements of the Booking Confirmation will be subject to the same payment terms of the original Booking Confirmation.
b) The Media Owner may terminate the Agreement forthwith by notice in writing to the Principal if:
i. The Principal shall become bankrupt or commit an act of bankruptcy or make any assignment for the benefit of his creditors or enter into any arrangement with his creditors or being a company shall become insolvent or if any petition for the winding up or administration of the company is presented or if any other step is taken for the purposes of the appointment of an administrator or an administrative receiver of the company or if any steps are taken or negotiations commenced by the company or by any of its creditors with a view to proposing any kind of compositions, compromise or arrangement involving the company and its creditors; or
ii. The Principal ceases or in the Media Owner’s reasonable opinion threatens to cease to carry on business;
iii. If any monies to be paid by the Principal to the Media Owner shall be in arrears for 30 days; or
iv. If there has been a breach by the Principal of any terms of the Agreement; or
v. In the circumstances described in Clause 12.
8. CONSEQUENCES OF TERMINATION
a) Following termination of the Agreement the Principal will pay to the Media Owner forthwith all outstanding Fees (plus interest, in accordance with Clause 5(e), above).
b) Any termination of the Agreement and payment of Fees due shall be without prejudice to any other right of action or remedy which the Media Owner may have under the Agreement or at law.
c) In the event of termination under Clause 7, the Media Owner may continue to display any Advertisement Media and may enter into any agreements with third parties as considered appropriate to secure payment for continuing such display.
d) In the event of a termination by the Media Owner in accordance with Clause 12 the Media Owner shall be entitled to be paid by the Principal the full rate for the Sites in question up to and until the time at which the display is discontinued together with any other Fees due and owing by the Principal to the Media Owner. The Media Owner shall not be liable to pay any damages losses or expenses to the Principal as a result or in respect of such suspension, variation or cancellation.
If any provision of these Terms and Conditions or the Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provision of these Terms and Conditions and/or the Agreement and the remainder of the affected provisions shall continue to be valid.
All notices under this Agreement will be in writing.
Neither the Media Owner nor the Principal may assign, transfer, charge or part with all or any of its rights and/or obligations under the Agreement.
12. REMOVAL FOR PURPOSES OF SITE OWNER’S UNDERTAKING
If the Site Owner at any time in its absolute discretion requires the display of Advertisement Media at his property to be pre-approved or interrupted or discontinued then the Media Owner may not install or interrupt or discontinue such display of Advertisement Media without prior notice to the Principal. Upon any such action of the Site Owner the Media Owner may terminate the Agreement whether wholly or in part notwithstanding anything therein contained. In the event of such termination, the Media Owner’s liability is limited as outlined in Clause 8(d) above.
13. ORDER OF PRECEDENCE
In the event of any conflict between the Terms and Conditions and a Booking Confirmation, the provisions of the Booking Confirmation shall prevail.
14. JURISDICTIONS AND GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with English Law and the Parties agree to the exclusive jurisdiction of the English Courts.
The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
The Media Owner reserves the right to revise Terms and Conditions from time to time. The Media Owner will post any revised Terms and Conditions on the ADLUX website and the Principal should check this website for notice of any such revisions. The Principal’s continued placement of a Booking after such revision has been made will be deemed an acceptance by the Principal of the Terms and Conditions existing at the time.
17. ENTIRE AGREEMENT
The Agreement contains the whole agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings between the Parties relating to that subject matter. Accordingly, all prior agreements, whether or not agreed or offered and all conditions and warranties whether express or implied, statutory or otherwise and all representations, statements, negotiations, understandings, and all undertakings either written or oral are superseded by the Agreement (save only in respect of liabilities which have accrued in respect of any such prior agreements which are so superseded) and the parties hereby acknowledge that no reliance is placed on any such representation made but not embodied in these documents.
No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Agreement. No right, power or remedy in the Agreement conferred upon or reserved for either party is exclusive or any other right, power or remedy available to that party.
a) Each party will maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, Media or modify the other party’s Confidential Information other than as necessary for the performance of its rights and obligations under the Agreement. “Confidential Information” shall mean in relation to the other party, information (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities that are not in the public domain.