Our terms and conditions
Advertising Standard Terms and Conditions for all Venues
"Advertiser" means the person, firm or company by whom a booking is made.
"Advertising" means material provided by the Advertiser to the Company at the Advertiser’s cost and expense for the purposes of display on sites licensed to the Company.
"Agreement" means a binding agreement which incorporates these Terms and Conditions between the Company and the Advertiser for the placement of Advertisings in space made available by the Company.
"Company" means smarterVENUESLimited and its successors in title, or any agent appointed to act on behalf of smarterVENUES Limited.
"Football Laws" means the statutes, rules, regulations, directives, guides and/or promotional, marketing and commercial agreements and arrangements.
"Force Majeure" means strikes; industrial action; lock-outs; labour disputes; mechanical or electrical failure including without limitation interruption or failure of utility supply; acts of god (including, without limitation, fire; flood; storm; earthquake; extreme weather conditions; windstorm or other natural disaster); acts of war (including threats of or preparation for war; armed conflict; imposition of sanctions; embargo; breaking off of diplomatic relations or similar actions) or terrorism; riots; civil war; civil commotions; nuclear, chemical or biological contamination or sonic boom; malicious damage; change in Football Laws; change in applicable laws (including, without limitation, advertising and other standards, codes and regulations, including those laid down by the Advertising Standards Authority); change in governmental order, rule, regulation or direction; explosions; collapse of building structures; and in all the foregoing cases not caused or arising by or from the negligence of the Company or the relevant Club, their employees, agents or contractors.
"Terms and Conditions" means the terms and conditions set out herein.
“Venue” means the specified building where the Advertising will be displayed
Words and phrases defined in the Booking Confirmation shall have the same meaning herein.
2. APPLICATION OF THESE TERMS AND CONDITIONS
The Terms and Conditions and any Booking Confirmation(s) attached hereto, together constitute the Agreement, which shall govern the delivery of the Media Booked for the Sites Required. Unless varied by specific terms and conditions agreed in writing in relation to the Agreement, no other terms and conditions shall be binding upon the parties. Where these Terms and Conditions are varied by specific terms and conditions agreed in writing, those specific terms and conditions shall take precedence where there is deemed to be a conflict with these Terms and Conditions.
3. AUTHORITY OF AGENT
An Advertiser who is, or acts as, an advertising agency shall be deemed to contract as principal and will accordingly be responsible for full payment of all sums due under the Agreement.
4. METHOD OF ADVERTISING
The method of advertising shall be the display of Posters or Digital Advertising in the Venue
5. SUPPLY OF MATERIAL
Unless otherwise agreed or stipulated by the Company in writing, all Advertisings which are to be provided by the Advertiser shall be supplied to the Company:
a. at the place specified by the Company;
b. within the time periods specified by the Company;
c. at the Advertiser’s cost and expense; and
d. in a technical format as specified by the Company.
a. Payment terms are as agreed and will be invoiced in the name of smarterVENUES Ltd.
b. If there shall be any delay in the payment of any amount due and payable by either party under the Agreement for any reason: (i) in respect of delayed payment by the Advertiser, the Company shall be entitled to suspend the display of Advertisings until full payment of the due amount is received (without any responsibility or liability on the part of the Company); and (ii) the defaulting party shall pay interest on the overdue amount (both after and before judgment) at the annual rate of 3% above the Barclays plc base rate from time to time, from the relevant due date until (and including) the date of actual payment. The foregoing shall be without prejudice to the other rights of the parties with respect to late payment (including any right to terminate the Agreement).
c. All payments by the Advertiser hereunder shall be made free and clear of (and without deduction or withholding for) any tax, duties, charges, costs, levies, expenses, currency control restrictions, commissions or other withholdings whatsoever and the Advertiser shall be solely responsible for any such payments. To the extent that the Advertiser makes, pays, deducts and/or withholds any such tax, duties, charges, costs, levies, expenses, restrictions, commissions or other withholdings (or is required to do the same), then the Advertiser shall gross up the relevant amount so as to ensure that the Company receives the full amount as expressed in the Agreement. All payment and related obligations survive the expiry or earlier termination of the Agreement.
d. The Advertiser’s obligations under the Agreement shall be performed without any right of the Advertiser to invoke set-off, deductions, withholdings or other similar rights, provided that the Company acknowledges that the Advertiser is entitled to set off payment solely in the circumstances contemplated by clause 11(b).
7. PROHIBITED ADVERTISINGS
a. The Advertiser shall ensure that all Advertisings comply with all applicable laws, including advertising and other standards, codes and regulations, and in particular those laid down by the Advertising Standards Authority. The Advertiser further acknowledges that advertising restrictions may operate at certain sites and that the Advertiser shall comply with such restrictions.
b. It shall be the sole responsibility of the Advertiser to ensure that all Advertisings are not defamatory, obscene, do not breach or infringe the copyright or intellectual property rights or other rights of any third party and do not bring any third party (including any advertising sites, sports clubs or sportspersons) or the sport into disrepute. In circumstances where the Advertiser is in breach of this clause 7(b), or the Company (in its reasonable opinion) suspects or anticipates that the Advertiser is or will be in breach of this clause 7(b), the Company shall be entitled not to display or to cease from displaying the relevant Advertising and (in any and all such cases) the Company shall not be deemed to be in breach of the Agreement and shall have no responsibility or liability to the Advertiser whatsoever, provided the Company has given the Advertiser a period (which is reasonable and appropriate in the circumstances) to rectify any breach under this clause 7(b).
c. All Advertisings shall be submitted by the Advertiser to the Company and/or the relevant proprietor or controller of the advertising site(s) at which an Advertising is to be displayed (as directed by the Company) for its/their prior approval (to be given or withheld, in its/their absolute discretion). In the event that the Company and/or a proprietor or controller withholds its/their approval under this clause 7(c) or the Company and/or a proprietor or controller subsequently withdraws any such approval, the Advertiser acknowledges that it shall be obliged to alter, amend or re-work the Advertising in order to obtain such approval. In circumstances where such approval is still not obtained by the Advertiser, the provisions of clause 11(b) shall apply.
d. Notwithstanding any such approval under clause 7(c), the Company reserves the right not to display the Advertising or to cease from displaying the Advertising or to remove the Advertising:
e. in circumstances where the Advertiser is in breach of the Agreement. In such event the order may be cancelled by the Company in whole or part without any responsibility or liability on the part of the Company.
f. The Advertiser hereby acknowledges that if an Advertising supplied by the Advertiser differs from that set out in the attached Booking Confirmation and Schedule 1, the Company may refuse to accept such Advertising and the Advertiser shall remain liable for sums due hereunder.
8. ADVERTISING AUDIT
The following conditions shall apply to entry onto sites where an Advertising is being displayed:
a. The Company provide photographic evidence of poster Advertisings in situ in the stadium.
b. The company will provide screen shots of digital advertising from the broadcast play out system.
c. Entry onto any site where an Advertising is being displayed shall be subject to prior arrangement and the Advertiser shall (and shall procure that its authorised agents or representatives shall) comply with any terms and conditions of access to such site or any other policies (including health and safety policies) adopted at such site by the relevant proprietor or controller of the advertising site.
9. FORCE MAJEURE
The Company shall not be deemed to be in breach of this Agreement and shall have no responsibility or liability to the Advertiser if there is any total or partial failure or delay of performance by the Company of its duties and obligations under the Agreement occasioned by reason of Force Majeure. The Company shall: (i) inform the Advertiser in writing of the reason for such delay; (ii) thereafter take all reasonable action within its power to comply with the terms of the Agreement as fully and promptly as possible; (iii) in any such case resulting in the non-display or removal of any Advertising (excluding, for the avoidance of doubt, any case pursuant to clause 7), use its reasonable endeavours to ensure that the Advertising display is fulfilled, which may (at the Company’s discretion) encompass display of such Advertising at an additional time or venue to that initially specified (for the avoidance of doubt, without any responsibility or liability of the Company in the event of any failure to so ensure).
a. the Advertiser shall become bankrupt or make any assignment for the benefit of its creditors or being a company shall go or be put into liquidation;
b. a receiver shall be appointed of the whole or any part of the Advertiser's undertaking;
c. any monies to be paid by the Advertiser to the Company under the Agreement shall be in arrears for more than 21 days (although no application shall have been paid for such payment); or
d. there shall be a breach by the Advertiser of the Agreement (including these Terms and Conditions),
it shall be lawful (in all cases) for the Company by notice in writing to the Advertiser to terminate the Agreement forthwith without prejudice to any right of action or remedy of the Company then subsisting.
11. ALLOWANCE FOR NON-DISPLAY
a. The Company shall place the Advertising on behalf of the Advertiser as per the terms of the Booking Confirmation.
b. If for any reason other than a breach of this Agreement by the Advertiser or the negligence of the Advertiser, the Company is unable to deliver the Advertising, the Company shall either: (a) reimburse the Advertiser for the value of Advertisings not delivered at the pro rata rate calculated from in the Booking Confirmation or if both parties agree; (b) carry over the non-delivered matches into the next booking period.
12. WARRANTY AND INDEMNITY
The Advertiser warrants and represents that:
a. it will be responsible for obtaining and paying for all necessary licenses and consents for the display of any advertising or copyright material or the appearance of any person in the Advertising save for use of the stadia or media equipment;
b. no Advertising will infringe the copyright, trademark, personality right or any other right of any third party or be defamatory or obscene;
c. (where Advertisings are to be displayed at football grounds) it will not do anything which may adversely affect or bring into disrepute football clubs or their employees, football players, any relevant football authority and/or the game of football itself;
d. Advertisings shall comply with Football Laws, all applicable statutory, legal, regulatory and self-regulatory requirements, codes and guidelines in force from time to time (including, without limitation those laid down by the Advertising Standards Authority and the British Code of Advertising Practice) and any advertising restrictions operated at advertising sites;
e. it will fully indemnify and keep indemnified on demand the Company and proprietors of the advertising venues against all actions, claims, demands, proceedings, damages, costs, charges, losses and expenses (including legal fees) made by third parties arising out of or in connection with any breach of this clause 12(a) of this Agreement and/or the display of Advertisings in accordance with this Agreement and/or injury and/or damage to any property whatsoever or to any person resulting from the Advertiser or its authorised agent or representative entering upon the premises where the Advertising is displayed.
The parties warrant and represent to each other that:
a. they each have the authority to enter into the Agreement and to perform their respective obligations under the Agreement; and
b. the individual executing the attached Booking Confirmation on its behalf has all requisite corporate authority to act on its behalf and to make the Agreement its valid and binding obligation.
13. LIMITATION ON LIABILITY
a. Subject to clause 14(c), if the Company is liable for any breach of this Agreement or for any tortuous, statutory or other claim (including without limitation any claim in respect of the non-display or damage or incorrect display of an Advertising), its liability for any and all such claims shall not exceed the aggregate amount actually received by the Company from the Advertiser under this Agreement.
14. EXCLUSION OF LIABILITY
a. Notwithstanding any of the terms of the Agreement (including these Terms and Conditions), neither party shall be liable in contract, tort (including negligence) or otherwise for any indirect or consequential loss arising out of or in connection with the Agreement or loss of business opportunity, revenue and/or profits (whether arising directly or indirectly). The foregoing exclusion shall apply in respect of any indemnity claim under clauses 12(a)(v).
b. The Company will not be liable for damage, theft and/or loss of any property owned by the Advertiser unless caused or arising from the negligence of the Company, its officers, employees or contractors.
c. Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence, for fraudulent misrepresentation or to the extent that such limitation or exclusion is not permitted by applicable laws.
Each party agrees with the other to treat as confidential the contents of the Agreement, together with all other information passing between them during the course of this Agreement, except for information which:
a. is in the public domain other than through breach of this provision by the recipient party;
b. either party must disclose to exercise its rights and/or perform its obligations;
c. the parties have otherwise agreed may be disclosed; or
d. is required to be disclosed by applicable law.
If any provision of the Agreement shall be held to be illegal or unenforceable, in whole or part, the parties will agree in good faith an amendment to that provision to make it valid and legal reflecting as much as possible their original intent. The validity and enforceability of the rest of the Agreement shall be unaffected.
Any notices required to be give hereunder shall be deemed effectively served if sent through the post in the case of the Advertiser to his last known place of business or registered office if a company and in the case of the Company to smarterVENUES Limited, 19-25 Salisbury Square Hatfield Herts AL9 5BT.
18. ENGLISH LAW
This Agreement shall be governed by English law and both parties submit to the exclusive jurisdiction of the Courts of England and Wales.
19. HEADINGS AND INTERPRETATION
Headings are for reference only and do not form part of these Terms and Conditions. References to clauses or sub-clauses are to the clauses or sub-clauses of these Terms and Conditions. Words denoting the plural shall include the singular and vice-versa; words denoting the masculine shall include the feminine and vice versa; words denoting a person shall include a corporation. References to "include" and "including" are to be construed without limitation.
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