Standard Terms And Conditions Of Trading
Standard Terms and Conditions of Trading
In these conditions "the publisher" means phoenicianboat.com (trading as " phoenicianboat.com "), "the advertiser" means the person, firm or company who is the advertiser of a boat, vessel, marine/water craft, other related marine/water craft, product or service ("the service") and any advertising agency or marine/yacht broker/trader acting on behalf of such a person, firm or company. The publisher is the owner/content provider of the phoenicianboat.com ("the website"), which provides advertising space on its own or to other websites.
The advertiser wishes to purchase advertising space for the insertion of advertisements on the website and on which the publisher is permitted to sell advertising space to the advertiser.
The agreement is personal to the advertiser, and the advertiser may not assign or transfer or otherwise part with the agreement without the publishers prior written consent. Where two or more persons are named as the advertiser, their liability shall be joint and several.
The Services and Obligations
• In respect of any advertising which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the advertiser has obtained the authority of such living person to make use of such name, representation and/or copy;
• Any information supplied by the advertiser in connection with the provision of the service is accurate, complete and true in all respects;
• The reproduction and/or publication of the advertising by the publisher as originally submitted or as amended will not breach any agreement or infringe or violate any copyright, trade mark, or any other personal or property of any person or render the publisher liable to any proceedings whatsoever;
• In relation to any advertising the advertiser enters into the agreement as a principal notwithstanding that the advertiser may be acting directly or indirectly for the person whose product/s or services are being advertised by the publisher;
The advertiser undertakes and warrants to the publisher that:
In consideration of the payment of a fee, the publisher agrees to perform the service. These terms and conditions shall apply to the provision of the service to the exclusion of all other agreements and the advertiser agrees that the uploading of the advertising on to the website shall be deemed acceptance of the agreement. The publisher provides the facility for receiving materials and updates for the website via transmission over the internet if appropriate. However, an advertiser using this facility to update the website shall do so at its own risk and the publisher will not be liable or responsible for non-receipt or corruption of any text, font, image or material.
• The advertising complies with the requirements of all relevant legislation for the time being in force or which may be applicable in such jurisdiction as the advertising shall be made available;
• The advertising is legal, decent, honest and truthful and complies with the rules of international codes and all other such relevant codes relating to advertising as may be appropriate and particularly;
• It has authority to enter into and implement the agreement.
• The advertising shall not contain any data, image or other material which:
a. Is offensive, obscene or indecent, or is capable of being resolved into obscene or indecent images or material;
b. Is defamatory, sexist, threatening or racially, ethnically or otherwise objectionable;
c. Is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person;
d. Is designed to or is likely to cause disruption to any computer system or to any network;
e. Is illegal or is likely to induce an illegal act;
The advertiser shall provide to the publisher the advertising in the format expressly specified (if any) by the publisher (‘the required format'). The advertiser agrees that questions and complaints from individuals accessing the website or any materials, editorial, goods or services offered by the advertiser on the website are the exclusive responsibility of the advertiser and the advertiser shall indemnify the publisher in respect of any claims or complaints brought against the publisher by any such individuals. Where the advertiser is an advertising agency or broker it warrants that it is authorized by its client to place the advertising with the publisher and the advertiser will indemnify the publisher against any claim made by the client against the publisher arising from the publication of the advertising material. The publisher shall be entitled at any time without notifying the advertiser to make changes to the services which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the services are provided. The publisher shall bear any and all costs of supplying, updating, owning and operating the website. The publisher shall use reasonable commercial efforts to maintain the availability of the publisher site twenty-four (24) hours per day, seven (7) days per week.
• Shall upon receipt of the fee and the publisher's acceptance of the advertising perform the services on the publisher site for the term subject to the provisions of the agreement;
• Has the right and sole discretion to decline to publish or to omit, suspend or change the position of any advertising accepted by it;
• May, without derogation from the warranties and obligations set out above refuse or require to be amended any artwork, materials or copy for or relating to an advertising so as to comply with the legal or moral obligations placed upon the publisher or the advertiser or to avoid infringing a third party's rights or any statutory or regulatory requirements;
• Reserves the right at any time to remove the advertising from the publisher site in the event that the publisher considers the advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of the publisher.
• Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.
• The publisher accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any advertising and will not be liable for any loss of copy, artwork, photographs, data or other materials which the advertiser supplies to it and the advertiser shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require.
• In no event shall the publisher be liable to the advertiser whether arising under this agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any consequential loss. 'Consequential loss' shall for these purposes mean (i) pure economic loss (ii) losses incurred by any client of the advertiser or other third party (iii) loss of profits (whether categorized as direct or indirect) (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings (vi) losses whether or not occurring in the normal course of business, wasted management or staff time (vii) loss or corruption of data.
• The publisher's total liability (whether in contract, tort or otherwise) under or in connection with this agreement or based on any claim for indemnity or contribution shall not exceed 100% of the total fee (excluding any, duty, sales or similar taxes) paid or payable by the advertiser to the publisher during the preceding twelve (12) month period or, if the duration of the agreement has been less than 12 months, such shorter period, as applicable.
The publisher will charge the advertiser a fee. This can be either:
• A set fee charged for delivery of advertising to the website; or
• By charging a sales commission based on sales generated from net revenues of the advertiser which result from the provision by the publisher of its services.
The applicable fee structure will be detailed in a sales agreement which will be emailed to the advertiser. For the avoidance of doubt, the publisher will not charge the advertiser any commission unless the sales agreement explicitly states that a commission will be charged.
Additional fees may be charged by the publisher for delivery of additional value added services such as tracker and trafficking fees. The publisher may invoice the advertiser for the fees for the term upon its acceptance of the advertising prior to commencement of the services. The invoice for the fees shall be payable in full prior to the advertising being published or the promotion being transmitted by the publisher on the publisher's site unless otherwise agreed by the publisher. All sums due from the advertiser which are not paid on the due date (without prejudice to the publisher's other rights under this agreement) shall bear interest at the annual rate of 3% over the prevailing base rate, Such interest shall accrue from the due date until payment is made in full. In the event that sums due from the advertiser are not paid by the due date, the publisher may enlist the services of a third party to collect the debt. The advertiser will be liable for any expenses incurred by the publisher as a result of enlistment of such a third party.
The publisher retains all right, title and interest in and to the content of the publisher site, including without limitation copyrights, trademarks and other intellectual property rights. The advertiser in consideration of the publisher agreeing to permit the advertiser to use the publisher's website you grant to the publisher a non exclusive world-wide license in perpetuity to edit, copy, adapt, translate or modify any content; reproduce and store copies of the content in such format and by such technology and/or media (whether now known or later devised) as the publisher may require; publish, distribute, transmit, and otherwise reproduce all or part of the content in connection with, across and through the website; market or promote information or activity relating to or connected with the website; and/or the exploitation of the content in accordance with the rights granted under this agreement; you agree to waive, and will procure that all of your subcontractors and employees waive, all moral rights in the content in favor of the publisher in order of it to provide the website service.
Any ideas concepts know-how or techniques developed by the publisher or obtained during the execution of the services will be owned exclusively by the publisher.
It is the responsibility of the advertiser to check the accuracy of the advertising and the publisher assumes no responsibility for the repetition of an error in an advertising. For the purpose and duration of the advertising the advertiser grants to the publisher a royalty-free non-exclusive license to use, publish and reproduce the customer's name, logo, trademarks and brands to the extent necessary to enable the publisher to comply with its obligations under the agreement.
Term and Termination
The advertising shall be included in the publisher's website for the term or as otherwise expressly agreed by the publisher. The publisher may terminate this agreement by notice in writing to the advertiser in the event that:
• The advertiser fails to pay any amount to the publisher due under this agreement and does not make that payment within seven (7) days after receiving notice requiring the advertiser to do so;
• The advertiser fails to perform any of the obligations on its part to be observed or performed pursuant to this agreement and such failure is not remedied by the advertiser within fourteen (14) days after receipt by it of a notice in writing requiring the default to be remedied; or
• Any of the warranties or representations made by the advertiser contained in this agreement are false or inaccurate in any material way; or
• The advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of the publisher.
Either party shall be entitled to terminate this agreement immediately by notice in writing to the other if the other party shall:
• Commit any material breach of any of its obligations under this agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 14 days after receipt of a written request so to do;
• Pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
• Make any voluntary arrangement with its creditors or become subject to an administration order;
• Have a receiver or administrative receiver appointed;
• Cease or threaten to cease to carry on business; or have any similar event occur under the law of any other relevant jurisdiction in respect of it.
Where the advertiser pays for a trade membership, they will be required to give one month's notice to the publisher to terminate this agreement. Notice must be given to expire at the end of the advertiser's billing period.
In the case that the advertiser has agreed to a minimum membership term, the advertiser is not permitted to cancel this agreement within that term. If the advertiser wishes to cancel this agreement at the end of the term, they must give notice to the publisher at least one month prior to the end of the term. If such notice is not received, this agreement will continue on a month by month basis.
The advertiser undertakes to the publisher that the advertiser will, without prejudice to any other right of action which the publisher may have, at times keep the publisher fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which the publisher may suffer or incur as a result of any advertising, the infringement of any intellectual property rights of any third party, or by reason of any breach or non-fulfillment of any of the customer's obligations in respect of the agreement.
Each party undertakes to comply with its obligations.
Nothing contained in this agreement or in any instrument or document executed by any party in connection with the services is intended to be enforceable pursuant to the contracts (rights of third parties).