Terms & Conditions

Warranties and Indemnities

1.1       If there is an error in Advertising as published or publication is delayed or does not occur as planned, the Agency will not be liable unless this is caused by its default or neglect.
1.2       Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this Agreement, the party in breach shall indemnify the other subject to the provisions of Clause 17.
1.3       The Client warrants that to the best of its knowledge information and belief all Account information supplied to the Agency before and during the Term will be accurate and not in any way contrary to any law applicable in any part of the Territory.
1.4       The Agency warrants that having taken such legal or other advice in respect of the Advertising as the parties consider necessary and having undertaken such trade mark searches and other enquiries as the parties may agree should be undertaken, the publication of the Advertising shall, to the best of the Agency’s knowledge and belief, not infringe any third party rights or be in any other way contrary to law other than as contained in any legal or other advice provided to the Agency and communicated to the Client.
1.5       The Client agrees to indemnify and keep the Agency indemnified against any or all costs, demands, expenses, losses or damages incurred by the Agency arising from or out of any cancellation, delay, alteration or disruption to the production of the Advertising which results from any act or threatened act of terrorism or military action.
1.6       The Client accepts full legal responsibility in respect of any Advertising approved by it for publication and will indemnify the Agency in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by the Client for advertising purposes.
 1.7       The Client confirms that it is expressly understood and agreed that in planning and buying the Clients’ digital media activity, the Agency shall use its best endeavors to ensure the accuracy of all estimated and target figures relating to:

the number, proportion or type of people likely to be exposed to the Advertising;the number of exposures each person is likely to receive; and
the cost of achieving these exposures.

1.8      Since these are matters which are ultimately beyond the Agency’s control, no warranties can be given by the Agency as to the accuracy of such estimates/targets or as to the figures actually occurring and no liability shall attach to the Agency in respect of any losses suffered by the Client or by any third party by reason of the Client’s reliance on such estimates/targets.

 2          Limitation of Liability

2.1       Nothing in this Agreement shall exclude or in any way limit the Agency’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this but including any liability arising under any indemnity under this Agreement:
the Agency’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed [the total remuneration payable to the Agency hereunder during the preceding 3 months; andthe Agency will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

2.2       This Agreement states the full extent of the Agency’s obligations and liabilities in respect of the Advertising and the performance of the Services. The parties agree that any condition, warranty representation or other term concerning the Advertising and/or the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

 3          Dispute Resolution

3.1       If any claim or dispute arises under or in connection with this Agreement, the parties will attempt to settle such claim or dispute by negotiation.
3.2       If any claim or dispute cannot be settled by negotiation within [21] days after either party has made a written offer to the other party to negotiate a settlement to such claim or dispute, the parties shall resort to court proceedings.
 4          Project Management

4.1       The buyer is solely responsible for ensuring all questions relating to the fulfillment of the order, are completely answered on time in full, within a reasonable time period of 72 hours.
4.2       If customer does not answer questions within 72 hours, the order may be considered complete, and 100% non-refundable.