Advertisers Terms and Conditions
1. Definitions a) "Principal" means any advertiser or advertising agency and shall include their successors in title and assigns who gives an order as the principal to Ten Nine Ltd and as such is liable for payment for display of advertisement copy.
b) "Advertising agency" means any person firm company or outdoor specialist recognised as an advertising agency by Ten Nine Ltd and who acting as a principal gives an order.
c) "Advertiser" means any person firm or company who acting as a principal gives an order.
d) "Agent' means any person firm or company appointed by a principal to administer an order.
e) "Order" means an order which incorporates these General Terms and Conditions of Contract given by an advertiser or an advertising agency to and accepted by Ten Nine Ltd for the display of advertisement copy.
f) "Advertisement copy" means posters and any other advertising material and products intended for display or distribution by Ten Nine Ltd.
g) "Working day" means from Monday to Friday inclusive except any Bank or Public Holiday
h) "Days" in the cancellation clause is calendar days not working days
i) "In charge date" means the date from which the payment shall commence as specified in the order.
2. Acceptance of Terms and Conditions
a) These terms and conditions shall be deemed to be incorporated in contracts arising from orders for the display of advertisement copy accepted by Ten Nine Ltd.
b) The Principal shall be ultimately responsible for the payment of 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 copy. Any person, firm or company other than an advertiser or an advertising agency recognised as such by Ten Nine Ltd 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 Ten Nine Ltd.
c) All orders shall specify the name of the principal otherwise the order shall be deemed to have been rejected by Ten Nine Ltd and this rejection confirmed to the buyer.
d) Delivery of advertisement copy shall not be deemed to have been made until the delivery requirements specified in Clause 3. below have been met and the relevant posting instructions have been given to and received by Ten Nine Ltd.
3. Acceptance and Display of Advertisements
a) All Advertisement copy shall be delivered carriage paid at the posting depot address or addresses specified by Ten Nine Ltd not less than 5 working days before the first posting date or in charge date whichever is the earlier or the date for the change of display.
b) In the event of the Advertisement copy being delivered after the aforesaid 5 working days then the Advertisement copy shall be posted, displayed or distributed normally within 5 working days after the delivery of said copy.
c) In the case of ‘production inclusive' orders, where Ten Nine Ltd is responsible for Advertisement copy production; artwork must be delivered 10 working days prior to commencement of the campaign. Ten Nine Ltd must also be in receipt of comprehensive posting instructions, no later than the date of receipt of Advertisement copy.
d) Ten Nine Ltd shall be supplied with adequate Advertisement copy to complete the initial display plus an additional amount so as to enable Ten Nine Ltd to maintain the display in a good condition. This additional number of posters should equate with 10% of panels booked.
e) All posters shall be printed on good quality paper of a minimum weight of 105g/m² & a recommended weight of 130 – 170 g/m²
f) All rates for orders in excess of one calendar month shall include a change of posters once a month if required. Required changes of poster should be specified to Ten Nine Ltd prior to booking confirmation.
g) Should any panel not be available during a due period for display, such site may be substituted by prior agreement between both parties, or cancelled.
4. Cancellation
a) 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 start of the 90 day period before the in charge date the contract shall then be cancellable at corresponding intervals. In all cases where the notice is given by the principal after the start of the 90 days before the in charge 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 out of time Ten Nine Ltd will accept such a notice on payment of the following percentages of the total gross contract price, namely:
15 % if less than 90 days but 75 or more days notice is given
30% if less than 75 days but 60 or more days notice is given
40% if less than 60 days but 45 or more days notice is given
70% if less than 45 days but 30 or more days notice is given
90% if less than 30 days notice is given
5. Accounts
a) 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. 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.
b) Invoices for panels of display of one calendar month or less will normally be raised during that calendar month. For periods of display of longer duration than one calendar month separate invoices will normally be issued in each calendar month's duration which the display period falls. For periods of display of three weeks or less which start in one month and finish in the next month, invoices will normally be raised in the month in which the majority of the display falls. For periods of display for more than three weeks which start in one month and finish in the next month then each part calendar month will be invoiced as a separate display period.
c) Provided that invoices have been raised in accordance with Clause 5. b) above, payment is due on the 6th working day of the second month following the end of each month during which the display period falls, except for periods of display of three weeks or less which start in one month and finish in the next month, when payment is due on the 6th working day of the second month following the end of the month in which the majority of the display falls.
d) Settlements for invoices rendered are to be made in accordance with Clause 5. a), b) and c) above. In respect of any amount not received by Ten Nine Ltd by the due date, Ten Nine Ltd 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.
e) Ten Nine Ltd shall have the right to cancel any order for display for more than one month in respect of which payment is overdue after the 7th working day of the second month following the display subject to provision of due notice to the principal and cancellation charges as per Clause 4. will apply.
f) In the event of failure to comply with any of the provisions of this Clause Ten Nine Ltd reserves the right by notice in writing to require any future accounts to be dealt with in accordance with Clause 5.g) below.
g) Where so stipulated by Ten Nine Ltd at the time of accepting an order accounts shall be paid not later than 10 working days before the in charge date. In default of payment Ten Nine Ltd shall be entitled without prejudice to its other remedies for breach of contract to refuse to display the advertisement copy provided that due notice has been given to the principal.
h) In the event of any part of an account rendered by Ten Nine Ltd being disputed by the principal payment in respect of that part only may be withheld pending settlement of the dispute. The remainder of the account shall be paid in accordance with Clause 5. c) to f) inclusive above. Failure to make part payment in such cases will at Ten Nine Ltd's discretion cause the implementation of Clause 5. d) and/or e).
6. Warranties, Liability and Indemnity
a) Ten Nine Ltd accepts full responsibility for compliance with statutory and other legal requirements so far as concerns the use and maintenance of any panel for the display of advertisement copy to which a contract relates.
b) The principal warrants and undertakes that:
i) all his advertisement copy will comply with all statutory and other legal requirements and provisions of the British Code of Advertising Practice.
ii) he 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 copy.
iii) no advertisement copy will breach the copyright or other rights of or be defamatory of any third party.
iv) he will keep Ten Nine Ltd 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 copy or matter supplied by or displayed for the advertiser.
c) Ten Nine Ltd shall have the right to see details of advertisement copy prior to commitment of display and of refusing to display or continuing to display any advertisement copy.
i) which is not deemed suitable for display in a secondary school, 6 form college or youth club by either Ten Nine Ltd or by school, college or youth club members of the Ten Nine Scheme
ii) which does not comply in all respects with the principal's warranties and undertakings detailed above, or
iii) which differs in any material respect from the advertisement copy specified in the order at the time of booking or subsequently changed without the approval of Ten Nine Ltd. If the principal applies to Ten Nine Ltd 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 sites reserved shall be paid for in full notwithstanding that the posters have not been displayed.
d) The due performance of any order is subject to suspension variation or cancellation by Ten Nine Ltd owing to Acts of God, strikes, lock-outs, inclement weather, legal restrictions or the accidental loss of any panels 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 Ten Nine Ltd's control, Ten Nine Ltd shall be entitled to be paid by the principal the full rate for the sites 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 Ten Nine Ltd.
e) If Ten Nine Ltd shall be liable for the non-display or damaged or incorrect display of any advertisement copy, Ten Nine Ltd's liability shall not exceed the charge for display of that advertisement copy for the period of non-display or damaged or incorrect display.
f) Ten Nine Ltd shall not be liable for loss of or damage to any advertisement copy supplied to Ten Nine Ltd, except in the case of fire, lightning, explosion of boilers, storms and tempest, flood, bursting or overflowing of water tanks, apparatus or pipes, when Ten Nine's liability shall not exceed the original cost to the advertiser of the destroyed or damaged advertisement copy in Ten Nine Ltd's hands for display against a current order.
g) Any posters or other advertising materials in Ten Nine Ltd's possession which are surplus to requirements or which have been removed from display will be retained for not more than 10 days 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 collection.
7.Bankruptcy etc.
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 Ten Nine Ltd by notice in writing to the principal to terminate the contract forthwith without prejudice to any right of action or remedy of Ten Nine Ltd then subsisting.
8. 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 Ten Nine Ltd 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.
9. Jurisdiction
These Terms and Conditions shall be governed by English Law and the parties submit to the exclusive jurisdiction of the Courts of England.