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Terms and Conditions
(Agreement between Lion Media UK LTD and the Advertiser) Terms and Conditions
This Agreement is entered into by and between Lion Media UK Limited trading as Lion Media UK Company number 6599931, registered address: Lion Media UK Ltd, Newstead House, Pelham Road, Nottingham, Nottinghamshire, NG5 1AP and the Advertiser(s) identified on the Order Form completed in connection with this Agreement. By completing the Order Form the advertiser agrees to be bound by the following terms of contract.
1. Definitions
1.1 “Principal” means any advertiser or advertising agency including their successors in title and assigns who gives an order as the Principal to the Company and as such is liable for payment for the display of advertisement copy together with any associated production costs.
1.2 “Advertising agency” means any person, firm, company or outdoor specialist recognised as an advertising agency by the Company and who acting as a Principal gives an order.
1.3 “Company” means Lion Media UK LTD and shall include the Company’s successors in title and assigns.
1.4 “Advertiser” means any person firm or company who acting as a Principal gives an order.
1.5 “Agent” means any person firm or company appointed by a Principal to administer an order.
1.6 “Order” means an order which is confirmed in writing on the Company’s approved order form and which incorporates these General Terms and Conditions of Contract given by an advertiser or an advertising agency to and accepted by the Company for the production and display of Advertisements.
1.7 “Order Form” means the Lion Media UK LTD order form attached hereto or incorporated herein by reference which specifies Order details.
1.8 “Advertisement” means pre-printed vinyl film and any other advertising material intended for display by the Company.
1.9 “Advertisement design” means the final approved design (including both pictorial and textual elements) and which incorporates these General Terms and Conditions of Contract given by an advertiser or an advertising agency to and accepted by the Company for the production and display of Advertisements.
1.10 “Working Day” means a day of the week which is not one of the following in England and Wales: Saturday, Sunday, public holiday, bank holiday.
1.11 “Days” in the cancellation clause are calendar days not working days.
1.12 “Start Date” means the date from which the payment shall commence as specified in the order, and shall normally coincide with the first day of display.
1.13 “Month” means one calendar month.
1.14 “Production costs” refer to the on-costs to the Company of design adaptation, materials, print, converting, distribution, vehicle application and removal, vehicle inspection, fitting and removal of GPS units.
2. Acceptance of Terms and Conditions
2.1 Individual Details Database and Advertisee Availability
2.2 The Principal shall be ultimately responsible for the payment of both media accounts and production accounts and shall be deemed to have full authority in all matters connected with the placing of orders and the approval or amendment of advertisement designs. Any person, firm or company other than an advertiser or an advertising agency recognised as such by the Company giving an order for and on behalf of a client shall not be deemed to contract as a Principal but shall be regarded for all purposes as an Agent for a disclosed Principal unless such person firm or company is accepted as a Principal by the Company.
2.3 No terms and conditions other than these terms and conditions or any variation thereof under Clause 10 shall be binding on the Company unless in writing but nothing in these terms and conditions shall preclude the Company or Principal from varying any of such terms and conditions if they mutually agree to do so.
2.4 All orders shall specify the name of the Principal otherwise the order shall be deemed to have been rejected by the Company and this rejection confirmed to the buyer. An order may be confirmed by the Company by an order confirmation form which, in the case of line by line bookings, shall include details of individual vehicles booked. Where order confirmation forms (a copy of which is annexed hereto) are issued they shall be sent to the recognised office of the Principal’s Agent or to the recognised office of the Principal if no Agent has been appointed.
2.5 Delivery of advertisement copy shall not be deemed to have been made until the delivery requirements specified in Clause 3 below have been met.
3. Acceptance of Orders, Production and Display of Advertisements
3.1 Advertisement designs shall be delivered by a date to be agreed between the Company and the Principal upon receipt of the Order. This date shall be normally four to six weeks in advance of the display or Start Date.
3.2 The Company shall supply adequate Advertisements to complete the initial display.
3.3 Subject to the above, all monthly campaigns shall be posted between 5 working days prior to the Start Date and during the 5 working days afterwards or alternatively as agreed between Company and Principal. In all cases the full display period (in months) as specified in the Order shall be deemed to be the period of contract. Removal of advertisement copy in monthly campaigns shall take place during the 5 working days prior to and the 10 working days after the date fixed for the completion of the display.
3.4 In the case of campaigns of more than 40 vehicles the Company reserves the right without liability to substitute vehicles for other vehicles of a similar quality in the same town/ area provided that notice has been given by the Company prior to the Start Date.
3.5 In the case of multiple vehicle orders if any vehicle is unavailable such vehicle may be substituted by prior agreement between both parties.
4. Changes to rates
Subject to Clause 7.4 below the Company reserves the right to change advertisement rates and any of these terms and conditions at 30 days written notice. In the event of a change in advertisement rates or any material change in these conditions the Principal shall by serving written notice on the Company within 30 days of the date of the Company’s notice of such change be entitled to cancel any order for an advertisement to which the changed rates or terms and conditions would otherwise be applicable.
5. Cancellation
5.1 Subject to Clause 5.2 below all orders and subsequent contracts may be cancelled by either party by 90 days written notice given at any time. In the event of notice being given after the initiation of the 90 day period before the Start Date the contract shall then be cancelable at corresponding intervals. In all cases where the notice is given by the Principal after the initiation of the 90 days before the Start date the Principal shall pay the rate applicable to the period of display. Provided always that in the event of a Principal giving notice to cancel a display prior to the initiation of the 90 days before the Start date, the Company will accept such a notice on payment of seventy five percent (75%) of the total gross contract price (plus VAT where applicable), excluding production costs.
5.2 In the event of cancellation by the Principal and where any production costs have already been incurred by the Company, the Principal shall be liable for a full reimbursement to the Company of the costs thus far incurred and, in addition, a cancellation charge of 15% of the total production costs incurred.
6. Accounts
6.1 Invoices shall be sent to the Principal where no Agent has been appointed by the Principal. Where an Agent has been appointed by the Principal, invoices shall be sent to the Agent in question. The invoice shall state the name of the Agent followed by the words ‘acting as Agent for’ and shall then give the name of the Principal.
6.2 Invoices shall be raised within 3 Working Days of the Company accepting an Order from the Principal via a submitted completed Order Form. The Principal shall be informed within 3 working days of the offer receipt whether the offer has been accepted by the Company.
6.3 Provided that invoices have been raised in accordance with Clause 6.2 above, the total gross contract payment is due within 15 working days of the invoice issue date.
6.4 Settlements for invoices rendered are to be made in accordance with Clause 6.1, 6.2 and 6.3 above. In respect of any amount not received by the Company by the due date, the Company shall have the right to levy a surcharge of 2% of the outstanding amount, such surcharges being levied monthly until the outstanding amount is paid, with the Principal ultimately liable for payment.
6.5 In the event of failure to comply with any of the provisions of this Clause the Company reserves the right by notice in writing to require any future accounts to be dealt with in accordance with Clause 6.6 below.
6.6 Where so stipulated by the Company at the time of accepting an order accounts shall be paid not later than 10 working days before the Start date. In default of payment the Company shall be entitled, without prejudice to its other remedies for breach of contract, to refuse to display the Advertisements provided that due notice has been given to the Principal.
6.7 In the event that the Company accepts an order after 10 Working Days before the Start Date, then any such accounts will be settled no later than five working days before the campaign Start date.
6.8 Agency commission is not payable on production costs. All production from receipt of artwork to vinyl print, film converting and Advertisement application and removal, will be managed directly by the Company. The invoice also makes provision for the installation and removal of GPS tracking devices where applicable and the ongoing inspection of vehicle and Advertisement integrity during the advertisement campaign. Any costs associated with these aspects of a campaign will be itemised separately within the invoice.
6.9 In the event of any part of an account rendered by a Company being disputed by the Principal, payment in respect of that part only may be withheld pending settlement of the dispute (provided in every instance that the grounds for the dispute are submitted in writing to the Company within 7 days of the due payment date). The remainder of the account shall be paid in accordance with Clause 6.3 to 6.6 inclusive above. Failure to make part payment in such cases will, at the Company’s discretion, cause the implementation of Clause 6.4 and/or 6.5.
7. Warranties, Liability and Indemnity
7.1 Whilst the Company will use its best endeavors to ensure that all vehicles upon which Advertisements are displayed comply with statutory and other legal requirements regarding the use and maintenance of such vehicles, the Principal hereby agrees that, as far as is reasonable, the ultimate responsibility for such compliance shall rest with the legal owners or registered keepers of such vehicles. As far as is reasonable, the Company accepts full responsibility for compliance with statutory and other legal requirements so far as concerns the use and maintenance of any vehicle for the display of Advertisements to which a contract relates.
7.2 The Principal warrants and undertakes that:
7.2.1 His/her advertisement design will comply with all statutory and other legal requirements and provisions of the British Code of Advertising Practice.
7.2.2 He/she will be responsible for obtaining and paying for all necessary licences and consents for the posting of any advertising or copyright material contained or the appearance of any person in his advertisement design.
7.2.3 No advertisement design will breach the copyright or other rights of or be defamatory of any third party.
7.2.4 He/she will keep the Company indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from any breach of the above warranties or in any manner whatsoever in consequence of the use of any advertisement design or matter displayed in the advertising campaign.
7.3 The Company shall have the right to see details of advertisement design prior to commitment of display and of refusing to display or continuing to display any advertisement design,
7.3.1 which does not comply in all respects with the Principal’s warranties and undertakings detailed above, or
7.3.2 which differs in any material respect from the advertisement design specified in the order at the time of booking or subsequently changed without the approval of the Company. If the Principal applies to the Company for approval for change, such approval shall not be unreasonably withheld and no claim on the part of the Principal for damages for breach of contract shall arise and the vehicles reserved shall be paid for in full notwithstanding that the Advertisements have not been displayed.
7.4 The due performance of any order is subject to suspension variation or cancellation by the Company owing to Acts of God, strikes, lock-outs, floods, road closures, inclement weather, legal restrictions or the accidental loss of any vehicles which were included in the order. In the event of suspension variation or cancellation for any of the foregoing reasons or for any other reason beyond the Company’s control the Company shall be entitled to be paid by the Principal the full rate for the vehicles in question up until the time at which any such suspension, variation or cancellation occurs together with any other monies due and owing by the Principal to the Company.
7.5 If the Company shall be liable for the non-display or damaged or incorrect display of any advertisement design, the Company’s liability shall not exceed the charge for display of that advertisement design for the period of nondisplay or damaged or incorrect display.
7.6 The Company shall not be liable for loss of or damage to any advertisement design supplied to the Company, except in the case of fire, lightning, explosion of boilers, storms and tempest, flood, bursting or overflowing of water tanks, apparatus or pipes, when the Company’s liability shall not exceed the original cost to the advertiser of the destroyed or damaged advertisement design in the Company’s hands for display against a current order.
7.7 In the event of any vehicle-fuel-supply failure or restrictions which prevent the exploitation of all or any vehicles included in an order, the Company shall be liable only to refund the pro rata rental charged for the display during the period of failure/restriction and shall not be liable to pay any damages, costs or expenses to the advertiser as a result thereof.
7.8 Any Advertisements or other advertising materials in the Company’s possession which are surplus to requirements or which have been removed from display will be retained after the end of the display and may then be destroyed unless the advertiser has given notice in writing that they are to be held for future use.
8. Credit Claims for Damaged, Incorrect or Non-Display
8.1 The Company shall not be liable to give credit in respect of any damage to any advertisement design or the incorrect or non-display of any advertisement design if the defect is remedied within 5 working days after receipt of notification and provided the Company has sufficient replacement vehicles and Advertisements available to remedy the defects.
8.2 All claims for credit shall be submitted to the Company in writing within 28 days following the end of the period of display with sufficient information to enable the Company to consider the claim. This is a reciprocated arrangement between both parties. The Company shall not be required to consider any claim submitted after the due date.
8.3 When a Company supplies a mutually agreed overshow or run-on period for agreed vehicles then any agreed errors will be offset against that overshow or run- on period. Any agreed errors still outstanding will be eligible for pro rata crediting to the original campaign net of overshow or run-on period by way of additional vehicles.
9. Bankruptcy
If the Principal shall become bankrupt or commit an act of bankruptcy or make any assignment for the benefit of his creditors or being a company shall become insolvent or commit any act of insolvency 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 composition, compromise or arrangement involving the company and its creditors or if there shall be any breach by the Principal of any other term or condition of this contract then it shall be lawful for the Company by notice in writing to the Principal to terminate the contract forthwith without prejudice to any right of action or remedy of the Company then subsisting.
10. Notices
Any notice to be given under these terms and conditions shall be in writing unless the parties mutually agree otherwise and shall be deemed to be effectively served if sent by first class post to the Principal and to the Agent where an Agent has been appointed by the Principal at their respective addresses and to the Company at the address stated on the acceptance of the order or in the case of a Company at its registered office but the modes of service herein provided shall not be obligatory.
11. Jurisdiction
These Terms and Conditions shall be governed by English Law and the parties submit to the exclusive jurisdiction of the Courts of England.