Vision Outdoor - Terms & Conditions
VISION OUTDOOR LTD
(Thereafter called VOL)
CONDITIONS
1. a. This agreement will be binding upon Vision Outdoor Ltd when the same has
been accepted by VOL by the signing of this agreement by an authorised signatory
or officer of VOL. If this
agreement is not so accepted by VOL the initial payment referred to in payment
schedule overleaf shall be refunded in full to the advertiser. If the agreement
is accepted the initial payment shall
be accepted as such towards the total sum.
b. This agreement is governed by and shall be constructed and take effect in
accordance with:
(i) The law in England and Wales for locations in England and Wales.
(ii)The law in Scotland for locations in Scotland.
and the parties hereto irrevocably submit to the exclusive jurisdiction of either
i) English or ii) Scottish Law, as the case may be.
2. Where VOL agrees to procure the creation, production and placement of Advertisement(s)
for the Advertiser as specified in the campaign details.
3. a. The Advertiser shall pay to VOL in respect of the creation production and
placement of the said advertisement the sums as set out in the payment schedule
overleaf at the times and on the
conditions also set out in the payment schedule overleaf and/or the conditions
on this page.
b. VOL shall have the right to remove any posters and cancel any order in respect
of which payment is overdue after the last day of the month of display and the
advertiser shall be liable to pay
a termination payment of 3 months full rental or the remainder of the contract
whichever is less.
4. The display period referred to in the Display Schedule shall commence on the
date of the first showing of the advertisement at the location(s) nominated in
the display schedule as notified by the
company or as appearing in the display schedule overleaf.
a. The contractor shall supply a certificate of posting for each display upon
written request at the earliest possible moment.
5. The advertiser warrants and undertakes that:
a i) all his advertisement copy will comply with all statutory and other legal
requirements and provisions: with the provisions of the British Code of Advertising
Standards Authority and the Code
of Advertising Practice Committee of the Outdoor Advertising Association of Great
Britain Ltd.
ii) he will be responsible for obtaining and paying for all necessary licenses
and consents for the posting of any advertising copying material contained or
the appearance of any person in his
advertisement copy.
iii) no advertisement copy will breach the copyright and other rights of or be
defamatory of any third party.
iv) he will indemnify and keep the contractor 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.
v) all investment advertisements will be issued by an authorised person and the
contents of such advertisements will have the prior approval of an authorised
person as required by the Financial
Services Act 1986 or the advertisements will be within those permitted by or
under section 58 of the aforesaid act.
b. The contractor shall have the right of refusing to display or continuing to
display any advertisement copy which does not comply in all respects with the
advertisers warranties and
undertakings detailed in clause 5(a) above or unless the advertisement copy has
been approved by the contractor prior to the posters being printed or for other
good reason and in either case
no claim on the advertiser for damage or breach of contract shall arise and the
sites reserved shall be paid for in full notwithstanding that the posters have
not been displayed.
c. The due performance of any order is subject to suspension variation or cancellation
by the contractor owing to Acts of God, strikes, lock-outs, legal restrictions
or the loss of any taxis which
were included in the order. In the event of suspension variation or cancellation
for any of the foregoing reasons or for any reason beyond the contractors control
the contractor shall be
entitled to be paid by the advertiser any monies due and owing by the advertiser
to the contractor but the contractor shall not be able to pay any damage costs
or expenses to the advertisers
as a result or in respect of such suspension variation or cancellation.
d. If the contractor shall be liable for the non-display or damaged or incorrect
display or any advertisement copy, the contractor's liability shall not exceed
the charge for display of the
advertisement copy for the period of non-display or damaged or incorrect display.
e. The contractor shall not be liable to give credit in respect of any damaged
or incorrect display of any advertisement copy if he remedies the defects within
10 working days after receipt
of notification.
6. In the event of the advertisement created and produced by VOL does not conform
with the material supplied by the Advertiser, the Advertiser shall not be able
to rescind this Agreement, but VOL
shall, at no cost to the Advertiser create and produce a further advertisement.
7. In the event that the Advertiser, subsequent to the creation and/or production
of the advertisement, wishes to change and/or vary the content thereof, the costs
associated with such change or
variation shall be borne by the Advertiser.
8. If for any reason the display period of the advertisement is delayed or interrupted
at any location this agreement shall nevertheless continue during such delay
or interruption, but the Advertiser shall
not pay the installment(s) specified during such period. In such an event the
display period will recommence as soon as practicable after the cause for such
delay or interruption is removed and the
display period and this Agreement shall be deemed to be extended by the length
of the period of the delay or interruption and the Advertiser shall thereupon
recommence the payment of the
installments on the day the advertisement is next displayed.
9 a. No variation or modification of the terms or conditions of this Agreement
shall be effective unless made in writing and signed by the Advertiser and by
a Director, or, General Manager, of VOL.
b. No order which has been accepted by the Company may be cancelled by the Advertiser
except with the agreement in writing of the Company and on terms that the Advertiser
shall
indemnify the Company in full against all loss including loss of profit, costs,
damages, charges and expenses incurred by the Company as a result of cancellation.
The Company may terminate
the contract at any time without penalty. Any deposit paid by the Advertiser
is non-refundable unless due to circumstances which in the view of the Company
is beyond all parties control.
10. The Advertiser shall agree to provide VOL all advertising copy 2 weeks from
the contract date. Failure to satisfy same will result in VOL producing an advert
according to customer details for
inclusion without further notice to the advertiser.
11. VOL shall not be responsible for any error in any advertisement, nor failure
of the advertisement or display and in the event that the advertising activities
of VOL are restricted, curtailed or
prevented VOL may determine this contract forthwith.
12. VOL do not accept liability for loss or damage to goods or equipment supplied
by the Advertiser, but VOL will take reasonable care of advertising material
provided when it is no longer required,
such material will be made available for collection by the Advertiser within
28 days of written notice being given by the Advertiser for this effect after
which VOL will be free to destroy the same.
13. The Advertiser hereby grants VOL full rights to display the advertisement
subject to the terms herein contained and all copyright in the advertisement
shall remain with the Advertiser or such third
parties as may be entitled thereto.
14. This agreement constitutes the entire agreement between the parties as regards
the subject matter hereof and it shall supersede all previous Agreements made
between the parties or any
representatives orally or in writing between them and the schedules to this Agreement
shall form part of this Agreement.
15. The Tax Point is the actual date of the invoice and Value Added Tax at the
rate applicable at the date of this contract is added and included in the total
sum payable. In the event of there being any
change in the rate of the Value Added Tax,VOL reserve the right to alter the
total sum payable under the terms of this Agreement to take account of such alteration.
In any event, any further costs,
charges and expenses incurred by VOL and not included for value added tax purposes
in the calculation of the total sum will if so subject thereto be paid exclusive
of VAT.
16. If the business of the Advertiser is taken over by a new proprietor or if
the business is brought to an end or the nature of the business changes the Advertiser
will remain liable to pay all the fees
due under this Agreement.VOL may consent to a new proprietor taking over the
contract if the application is made and signed by both the old and the new proprietors.
17. a. In this Agreement, whenever the context permits, reference to the masculine
gender shall include the feminine and neuter and the singular number shall include
the plural.
b. All the terms and conditions hereof shall be binding on and ensure to the
benefit of the Executives, Administrators, Successors and permitted Assigns of
the Advertiser and the Successors and
Assigns of VOL
c. No waiver by either party of the breach or non-performance of any terms, conditions
or obligations of this Agreement shall be waiver of any subsequent breach of
or failure to perform the
same or any other term, condition or obligation.
d. Where there is more than one Advertiser, every Agreement herein by the Advertiser
shall bind each person jointly and each of them severally.
e. ‘Material’ means written, graphic, diagrammatic and visual content
required by or approved by the Advertiser in respect of the Advertisement.
f. ‘Advertisement’ includes any poster, negative, tape or other device
in which one or more visual images are embodied and subsequently displayed onto
a medium.
g. The schedules to this Agreement form part of it and should be read in conjunction
therewith.
18. a. The expression ‘working day’ shall mean any day of the week
from Monday to Friday inclusive except any Bank or Public Holiday.
b. The expression ‘in-charge date’ shall mean the date from which
the payment shall commence as specified in the order.
19. Dependent on the length of display extra posters may be required, the Advertiser
agrees to supply the additional posters in quantities required by VOL.
