Standard Terms & Conditions for Advertisers

 

All orders placed by an advertiser submitting an order form (“Advertiser”) are subject to the following terms and conditions:

1. Orders are subject to acceptance by Sportseen LLP, of 113 Upper Richmond Road, Putney, SW15 2TL (“Sportseen”). Orders are only accepted when either Sportseen confirms them in writing or Sportseen provides the Advertising to the Advertiser (whichever is the earlier). Once an order is accepted a binding agreement between the Advertiser and Sportseen will have been formed, consisting of the order form, any terms of Sportseen’s acceptance and these terms and conditions (the “Agreement”). Any terms or conditions of the Advertiser will not apply, and these terms and conditions take precedence.

2. Subject to these terms and conditions, Sportseen shall provide the Advertising set out in the order form. For the avoidance of doubt, Advertising is usually sold on a per minute of match time basis, but, for cricket Test matches, Advertising is usually sold on the basis of up to 90 balls/15 overs per day of the relevant Test and refund(s) is/are only applicable if the Test is cancelled or has less than 100 overs’ play in total

3. The Advertiser shall pay the sums set out in the order form or otherwise agreed in writing between the parties. Credit accounts are strictly net and must be settled within 7 days of receipt of invoice for each event for which the Advertiser has booked Advertising, which events are specified in Appendix 1. The Advertiser undertakes to ensure that payment is made in full by the due date.

 

4. All payments are net of all taxes which will be charged in addition. Any proof of delivery of the Advertising by Sportseen to the Advertiser shall always be subject to availability, usually at the ultimate rights holder’s discretion, and, under no circumstances, shall proof of delivery of the Advertising become a condition for the Advertiser to fulfil its obligations to pay the fees and other sums set out in this Agreement, which must be paid on the relevant due date(s).

5. Sportseen reserves the right to charge interest at the rate of 3% per month or part of a month on any invoice remaining unpaid (in part or in full) 28 days from the date of receipt by the Advertiser until payment.

6. Sportseen reserves the right to refuse, withdraw or cancel advertisements submitted to it as part of the Advertising (“Advertiser Content”) at its reasonable discretion. If in Sportseen’s reasonable opinion, the Advertiser, or any controlled or controlling person of the Advertiser, acts or omits to act in a way which does or may bring Sportseen into disrepute or would have a materially adverse impact on Sportseen’s good name, reputation or public image, including causing or permitting anything which is offensive, immoral or illegal, Sportseen shall have the right to terminate this Agreement.

7. The Advertiser warrants that Advertiser Content will comply with any code, advertising practice or law prevailing within the jurisdiction in which the Advertiser Content will be displayed, and that Advertiser Content will not be defamatory or obscene. The Advertiser further warrants that Advertiser Content will not infringe the intellectual property rights of any person and that the Advertiser holds all relevant licenses for the display of all Advertiser Content in each relevant Territory. The Advertiser shall indemnify and keep indemnified on demand Sportseen from and against any claims, losses, damages, proceedings, costs, and expenses incurred from or arising in connection with any breach of the warranties in this condition.

8. Under no circumstance does the placing of an order confer the right to renew on similar terms. All renewals shall be subject to Sportseen’s further agreement.

9. Copy must be supplied, without application, from the Advertiser by the copy deadlines specified by Sportseen. In the event of copy instruction not being received by the copy deadline, Sportseen reserves the right to: a. Repeat standing copy or otherwise to determine the copy to be published; b. Charge the Advertiser the full amount due for the Advertising booked; and/or c. Charge the Advertiser for any extra costs directly incurred by Sportseen as a result of a late copy.

10. Proofs sent to the Advertiser for correction which are not received back by Sportseen by the relevant copy deadline will be assumed correct.

11. Copy must adhere strictly to Sportseen’s requirements as communicated to the Advertiser and any additional work involved because of failure to adhere to such requirements will be charged for including the cost of making duplicate films or any necessary reprographic origination or colour processing work.

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12. All intellectual property rights in the materials forming part of the Advertising and any other intellectual property rights creating during the provision of the Advertising, other than in the Advertiser Content, shall vest in and be the absolute property of Sportseen.

12a. All physical materials created during the provision of the Advertising shall remain the property of Sportseen; provided, however, that Sportseen shall not use any Advertising Content incorporated into the physical materials for any purpose other than that contemplated by the Agreement without the Advertiser’s prior written consent.

13. Failure by Sportseen to insist upon strict performance by the Advertiser of any of these terms and conditions shall not operate as a waiver or otherwise release or in any way affect the liability of the Advertiser under these Terms and Conditions.

14. In addition to any other rights or remedies, Sportseen may terminate the Agreement:

14.1 if the Advertiser enters into compulsory or voluntary liquidation or makes any arrangement or composition with its creditors.

14.2 if a receiver is appointed or other encumbrancer takes possession of any of the assets of the Advertiser.

14.3 if the Advertiser ceases to carry on business.

14.4 if the Advertiser is in material breach of any of provision of the Agreement (including, without limitation, any warranty) and the breach is either incapable of remedy or, if capable of remedy, the Advertiser has failed to remedy the breach within a period of 7 days after receipt of written notice to do so; or

14.5 if the Advertiser has failed to pay any sums due under this Agreement by the due date. If the Agreement is terminated in accordance with this condition, all payments due to Sportseen shall remain payable and be paid forthwith.

15. Nothing in these terms and conditions shall limit the liability of either party for death or personal injury resulting from its negligence or for fraudulent misrepresentation or for any liability which cannot be excluded by law.

16. The Advertiser acknowledges that Sportseen’s ability to carry out Advertising is subject to the policies and practice of outlets in which the parties agree to place Advertising (“Outlets”) and the continued availability of space of the Advertising with such outlets. While Sportseen uses reasonable endeavours to procure the placement of Advertising, the Advertiser acknowledges that the acts or omissions of Outlets are outside Sportseen’s control. Where the acts or omissions of Outlets make the delivery of the Advertising impracticable or impossible, Sportseen shall be entitled to terminate the Agreement or not deliver the affected Advertising (at its discretion) without further liability to the Advertiser (and without the Advertiser being obligated to pay the agreed sums to Sportseen). Sportseen shall promptly notify the Advertiser of any acts or omissions of Outlets making the delivery of the Advertising impracticable or impossible and shall use reasonable endeavours to seek alternative and equivalent advertising to the Advertising for the Advertiser.

17. Sportseen will not be liable (whether arising from negligence, breach of contract or otherwise) for any loss or damage resulting from the delay or failure of Advertising to appear on the date(s) specified in any order; from the failure of Advertising to appear in any specified position; or from the discontinuance of the event for which the Advertising was booked, save that Sportseen shall refund any sums paid in respect of such Advertising which does not appear.

18. Sportseen’s liability for any damages or losses, as a result of any proven negligence or material breach of contract or breach of statutory duty or otherwise, arising out of the Agreement shall not exceed the total amount of the sums paid to Sportseen by the Advertiser.

19. Sportseen shall not be liable for any actual or alleged indirect loss or consequential loss howsoever arising suffered by the Advertiser, or for any loss (either direct or indirect) of profits, anticipated profits, savings, business or opportunity or loss of publicity or loss of reputation or opportunity to enhance reputation or any other sort of economic loss.

20. Except as expressly set forth in the Agreement, all conditions, warranties, and representations expressed or implied by statute, common law or otherwise with respect to the Advertising are excluded to the fullest extent permitted by law.

21. The Advertiser agrees not to bring any claim against Sportseen's employees personally.

22. These terms and conditions set out the rights and obligations as agreed between Sportseen and the Advertiser only. Nothing in the Agreement will confer on any third party any benefit or right to enforce any provision of the Agreement.

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23. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement or the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement. The parties shall negotiate in good faith to modify any such provisions so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provisions.

24. If either party is prevented or delayed by Force Majeure from the performance of any of its obligations under this Agreement such delay or non-performance shall not constitute a breach of this Agreement and neither party shall be liable for such delay or non-performance. “Force Majeure” shall be any act, event, omission, cause or circumstance not within the reasonable control of the party in question, including any strike, lockout or other industrial action, any civil commotion or disorder, riot, invasion, war or terrorist activity or threat of war or terrorist activity, any action taken by a governmental or public authority of any kind (including not granting a consent, exemption, approval or clearance), any fire, explosion, storm, flood, earthquake, subsidence, epidemic, global pandemic or other natural physical disaster and the death or incapacity of a member of the relevant Royal Family or country leader. Notwithstanding the fact that neither party is liable under this Agreement if a Force Majeure event occurs preventing performance of this Agreement, if the match or game or event for which Sportseen is providing the Advertising for the Advertiser is cancelled due to a Force Majeure reason, Sportseen shall have the option, exercisable at its discretion, to apply the Advertising to another match or game or event of similar status, Sportseen shall duly notify the Advertiser of such change of match or game or event and the Advertiser shall remain liable to make the payment hereunder to Sportseen.

25. The Advertiser warrants that:

25.1 in carrying on its business, it abides by all relevant and applicable laws and regulations, including those relating to economic or trade sanctions, and neither the Advertiser, nor any controlled or controlling person of the Advertiser, is subject to any such sanctions, or will receive any significant benefit in money or otherwise from the work being done by Sportseen other than such marketing benefits as may be derived from the Advertising.

25.2 it has disclosed to Sportseen any recent judgments and pending claims of a material nature against it, or which are likely to adversely affect its or Sportseen’s good name, reputation, or public image; and

25.3 it has in place systems for auditing and investigating fraudulent or illegal activities, security breaches or similar situations and is not aware of any such situation currently existing.

26. Although nothing in this clause shall prevent a party from seeking relief pursuant to section 44 of the Arbitration Act 1996, the parties shall attempt to resolve any dispute or difference arising out of or in connection with this Agreement through negotiations between senior executives of the parties who shall have authority to settle the same. If the dispute or difference is not resolved by negotiation within 30 days of receipt of a written ‘request to negotiate’, the dispute or difference shall be finally resolved by arbitration. It is agreed that the tribunal shall consist of one arbitrator; in default of the parties’ agreement as to the arbitrator, the appointing authority shall be Sports Resolutions UK; the seat of the arbitration shall be in London; the language of the arbitration shall be English; the law of the arbitration and this arbitration agreement shall be English law.

27. The Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed and construed in accordance with the laws of England and Wales and Sportseen and the Advertiser hereby agree to submit to the exclusive jurisdiction of the English courts in relation to any legal action or proceedings (a) arising out of or in connection with the Agreement or its implementation or effect or (b) relating to any non-contractual obligations arising out of or in connection with the Agreement

28. In these terms and conditions, the word “writing” or the word “written” means communication in any form of permanent correspondence, including letter, fax, email, SMS, text, WhatsApp or any other format of written, permanent communication, whether known now or hereinafter invented.

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November 2022

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