Advertising Terms & Conditions
Effective Date: 19/01/2020
These Terms and Conditions sets out to clarify each of the parties’ rights and obligations to this agreement. You (the “Advertiser”) will supply digital advertising placements to Stay On Route Ltd (the “Publisher”), who will publish and/or distribute such advertising. Below the “Advertiser” is referred to as you or your, and Stay On Route Ltd (the “Publisher”) is referred to as we, our or us.
Basis of Agreement
Representations and Warranties; Compliance with Laws
Ad Preparation and Acceptance - General
Ad Preparation and Acceptance - Digital Ads Specifics
Charges & Payment Terms
Intellectual Property Rights
Advertiser Represented by Agency
License to Ad Materials
Limitation of Liability
Termination and Cancellation
Client Support and Disputes
‘Publisher’ means any person who promotes products or services to the general public or a section of the public, whether such person is the Buyer or not.
‘Advertiser’ means the person placing the order with Stay On Route Ltd for the publication of the Advertisement.
‘Advertisement’ means advertising messages to be displayed on a website, email or otherwise.
‘Approved Digital Assets’ means all material provided by an Advertiser with the intention that such material should appear on the publisher’s online property.
‘Cancellation’ of a Contract means cancellation of either all or part of the remaining unperformed part of the Contract unless the context of the relevant condition makes it clear that cancellation of only a specific insertion(s) is referred to.
‘Applicable Laws’ means all laws, statutes, ordinances, rules, regulations, by-laws, orders or determinations of any governmental authority, statutory body or self-regulatory authority. This includes laws, rules and regulations of any country with respect to data protection and privacy applicable to Publisher in relation to the processing of User information under or in relation to this Agreement.
‘Working Days’ means 9 am to 5 pm any day Monday to Friday inclusive other than Christmas Day, Good Friday, bank and other public holidays.
2. Basis of Agreement
These terms and conditions govern all digital advertising placements fulfilled by Stay On Route Ltd that publish and/or distribute such advertising (“Publishers”). Each Order and these terms and conditions together constitute the agreement (“Agreement”) between the advertiser (“Advertiser”) and the Publisher(s). The terms and conditions apply to all orders entered into after the Effective Date above and may be updated from time to time. The terms and conditions do not apply to brand publishing projects, such as social media management, website development, or creation of Sponsored Content, Advertorial Content, or Work for Hire Content.
3. Representations and Warranties; Compliance with Laws
The Advertiser represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) all materials and digital files submitted to Publisher (“Ad Material”) do not contain any computer viruses or other damaging code; (d) all Ad Material and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (e) it is familiar with and all Ad Materials and campaigns comply with all applicable laws, regulations, and FTC and industry guidelines.
By way of emphasis, the Advertiser represents and warrants that it has obtained all necessary consents and releases before submitting Ad Material, and all statements and direct and indirect claims made in each Ad are accurate and true and supported by competent and reliable substantiation.
4. Ad Preparation and Acceptance - General
4.1 No Legal Review
The Publisher does not assume any obligations to perform a legal review of Ads.
4.2 Ad Preparation
On request, the Publisher may assist the Advertiser in preparing its Ads for publication. This assistance may include design, composition, text and artwork. The Publisher retains all rights, including copyright, to all Ad layouts and other elements that represent the creative effort of the Publisher or contain material prepared by the Publisher. The Advertiser shall not authorize photographic or other reproduction of any such Ad layout in any other publication without the express written consent of the Publisher. The Advertiser remains solely responsible for the contents of the Ad(s) and for compliance with any laws regulating such advertising as represented by the Advertiser in Section 3 above.
4.3 Ad Acceptance
Submission of an Ad to the Publisher does not constitute a commitment by the Publisher to publish or distribute the Ad. The publisher accepts an Ad only by publishing or distributing such Ad.
4.4 Ad Material Delivery
Failure of the Advertiser to meet any deadlines may result in additional charges and changes in the publication or distribution dates.
The Advertiser shall be responsible for timely providing to the Publisher all Ad Material necessary for publication and distribution of the Ads, including all necessary artwork and/or digital files, the timing and formats of which may be more specifically set forth in the Publisher’s instructions. In the event that all necessary materials are not received in time for the scheduled run date, and unless otherwise specifically instructed by the Advertiser, the Publisher may, at its sole discretion, use artwork or other materials from previous Ads placed by the Advertiser, if applicable. The Publisher will not be responsible for Ad Material that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by the Publisher in the proper form, in a timely manner, or in an acceptable technical quality for mobile or online publication. Ad Materials that do not conform to the instructions may result in delays or even rejection.
The Publisher prohibits and may postpone, cancel or otherwise return, any Ad Material that violates its advertising standards, including but not limited to advertising that violates applicable laws, promotes pornography, illegal goods, illegal drugs, illegal drug paraphernalia, pirated computer programs, and instructions on how to assemble or otherwise make bombs, grenades or other weapons.
4.5 Rejection and Alteration of Ads
To ensure the integrity of our publications and for the benefit of our readers and advertisers, the Publisher reserves the right to revise, reclassify, edit or reject any Ad Material or any portion thereof at any time. The Publisher at all times reserves the right to refuse to publish any Ad text or other content for any reason and regardless of whether any such Ad Material was previously accepted by the Publisher. The Publisher reserves the right to alter any Ad Material in order for the material to conform to the Publisher’s current mechanical or technical specifications.
4.6 Labeling of Ads
When, in the opinion of the Publisher, any Ad resembles news matter, such Ad shall be plainly designated as advertising by the word “Advertisement” or other such designation deemed appropriate by the Publisher.
5. Ad Preparation and Acceptance - Digital Ads Specifics
5.1 Ad Material Details
In order for the creation and setup of the digital advertisement on the app, you must first provide the digital assets which will be used to create such adverts. A. 2 images (Logo 90x90 px / Banner 460 x 320 px) B. A website URL link C. Ad copy (30 characters or less). More detailed instructions will be sent on how to do this soon after the agreements are signed.
5.2 Reviewing of Ad Material
Once all the digital assets have been received, they will be reviewed and tested within 48 hours before being uploaded to the Stay On Route servers. If for any reason the assets are not accepted, then we will contact you in this period to explain why and ask for new/improved assets which then resets this process. When all assets are accepted the advertisement will be created and you will be notified.
5.3 Delivery of Ad Material
The Publisher will make final technical specifications electronically to ad material received from the Advertiser. If Ad Materials are delivered late, the Publisher is not required to guarantee full delivery upon the publishing date.
5.4 Rejection of Ads
The Publisher shall notify the Advertiser when it rejects Ad Materials due to unsatisfactory technical quality, inappropriate content, or any other reason.
5.5 Replacement or Removal of Digital Advertising
Once submitted, the Advertiser may replace or cancel creative copy for Ads only with 48 hours prior written notice to the Publisher.
5.6 Digital Ownership
As between the parties, the Publisher owns all right, title and interest in and to all content on the Publisher websites (except for Ad Materials) and all other content, HTML and code. Nothing in this Agreement or otherwise precludes the Publisher from using any code, design, idea, concept or material used in connection with this Agreement on behalf of itself or any third party. The Publisher owns all right, title and interest in and to any data about users of its websites. The Advertiser authorises the Publisher to bring any claims the Publisher may have in its reasonable discretion choose to pursue to prevent third party use of the content or data contained in any Advertising, without the Advertiser’s consent.
5.7 Digital Position Requests
For Digital Ads, placement or location of advertising is guaranteed on the App’s map, where the Advertiser’s company address is located. Any specific ad placement condition shall not be legally binding upon the Publisher but will be treated as a request only and the Publisher shall not be deemed in breach of this Agreement if it does not publish or distribute an Ad in a requested position.
6. Advertiser’s Obligations
The Advertiser shall:(a) ensure that the terms of the Advertising Agreement are complete and accurate;(b) co-operate with the Publisher in all matters relating to the Services and if designing its own advertisements, provide them at times required by the Publisher to enable Services to be provided;(c) provide the Publisher with such information and materials as the Publisher may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;(d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;(e) unless otherwise specified by the Publisher deliver specifications for all creative work at least 48 hours before the start date of any campaign.(f) Be responsible for the insurance of all artwork and other advertisement material delivered by the Advertiser to the Publisher in relation to the provision of the services.
If the Publisher’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Advertiser or failure by the Advertiser to perform any relevant obligation (Advertiser Default):(a) the Publisher shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Advertiser remedies the Advertiser Default;(b) the Publisher shall not be liable for any costs or losses sustained or incurred by the Advertiser arising directly or indirectly from the Publisher’s failure; and(c) the Advertiser shall reimburse the Publisher on written demand for any costs or losses sustained or incurred by the Publisher arising directly or indirectly from the Advertiser Default.
The Advertiser warrants that all content and material that it provides to the Publisher will not violate any right or interest of any third party and further warrants that such content and material is legal, honest, decent and truthful and complies with the British Codes of Advertising and Sales Promotion and any other relevant codes of practice and legislation and will indemnify the Publisher in respect of all costs, damages or other charges incurred in connection with any actions or claims brought against the Publisher arising from a breach of these warranties.
7. Charges & Payment Terms
After both parties have accepted and signed the Advertising Agreement, Stay On Route will send you an invoice for the amount due specified on the Advertising Agreement. Our invoices are due 30 days after being sent. Failing to meet this deadline will result in the agreement being cancelled.
The Advertiser shall pay the Publisher within thirty (30) days of the date of Company invoice. The Advertiser shall have fifteen (15) days from the date of Company invoice to dispute any amount due. In the event that the Publisher does not receive written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within the above time, the invoice will be deemed valid and payable and may not thereafter be disputed. The Advertiser specifically agrees that this provision is reasonable and that the Advertiser will rely upon this provision in making payments to the Publisher.
In the event that the Advertiser fails to pay all or a portion of the amount due on the invoice, the Publisher may immediately remove any Advertisement from the Stay On Route Server.
In the event that the Publisher must incur expenses related to the collection of any outstanding balance and/or late fees, the Advertiser shall immediately pay the Publisher’s reasonable expenses associated with said collection, including, without limitation, reasonable lawyers and collection agency’s fees. The Publisher, in its sole discretion, may remove the Advertisement from the Server and/or terminate this Agreement immediately if the Advertiser fails to pay any amount due hereunder. Where payment is made by credit card, the Advertiser agrees not to chargeback any amounts billed. Any and all transaction fees imposed upon the Publisher by a credit card company will be passed through to the Advertiser.
Stay On Route LTD provides a 30-day money-back guarantee from the effective date for cancellations made by the Advertiser. If the Advertiser fails to provide the Publisher with written notice of cancellation of the advertisement by the relevant deadline, the advertiser shall remain liable for payment of the advertisement.
8. Intellectual Property Rights
Patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
9. Advertiser Represented by Agency
The Agency’s representative represents and warrants that they have all the necessary authority to enter into this Agreement on behalf of the Agency. The Agency represents and warrants that it has all necessary authority to enter into this Agreement on behalf of Advertiser.
Any obligation of the Advertiser pursuant to this Agreement may be satisfied by an advertising agency which has been duly appointed by the Advertiser to act on the Advertiser’s behalf (the “Agency”) and shall be deemed to be an obligation of the Advertiser and the Agency. Additionally, any right of the Advertiser pursuant to this Agreement may be exercised by the Agency and shall be deemed to be a right of the Advertiser and the Agency. Collectively, the Advertiser and Agency will be referred to as “Advertiser.” Each shall be jointly and severally liable for the obligations of the other.
The Agency shall be liable for payment for all advertising placed and invoiced by each Publisher publication in which Agency places an advertisement, regardless of any contrary language in any past, contemporaneous or future writing, regardless of whether it receives payment from the Advertiser, and regardless of whether the identity of the Agency’s client is known to such Publisher publication. The Agency will make available to the Publisher upon request written confirmation of the relationship between Agency and Advertiser and of the Agency’s authorization to act on the Advertiser’s behalf in connection with this Agreement. In addition, upon the request of the Publisher, the Agency will confirm whether the Advertiser has paid to the Agency in advance funds, sufficient to make payments pursuant to the Order.
10. License to Ad Materials
The Advertiser grants the Publisher a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display, print and distribute any and all Ad Materials provided by the Advertiser or its agents, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown, including but not limited to the Publisher’s electronic publications on the Internet and in any archival retrieval system whether that information is digitally stored or stored on any other media.
The Publisher has no obligation to return any material (including Ad Material) submitted to the Publisher by or on behalf of the Advertiser to the Advertiser or any other party, and the Publisher shall have no liability for its loss or destruction. The Publisher and its service providers shall have the right to use any Ad published in or distributed by a Publisher publication for the purpose of promoting any of the products and services of the Publisher or the applicable service provider.
The Publisher may disclose or make available to the Advertiser (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property Rights, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement including but not limited to the pricing and rates, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). The Advertiser shall from receipt/disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Publisher’s Confidential Information with at least the same degree of care as the Advertiser would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Publisher’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Advertiser’s representatives who need to know the Confidential Information to assist the Advertiser, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Advertiser shall be responsible for any breach of this Section caused by any of its representatives or agents. At any time during or after the Term, at the Publisher’s written request, the Advertiser and its representatives shall promptly return/destroy all Confidential Information and copies thereof that it has received under this Agreement.
The Advertiser shall defend, indemnify and hold harmless the Publisher and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (the Publisher and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including lawyers’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of the Advertiser or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any Ad or any website linked to from an Ad; and any other claims of any nature arising from or attributable to the publication or distribution of any Ad.
13. Limitation of Liability
Except with respect to Advertiser’s indemnification and confidentiality obligations, in no event will either party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall the Publisher be liable to the Advertiser for any amount greater than the amount paid by Advertiser to Publisher under the Advertising Agreement.
PUBLISHER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ONLINE ADVERTISEMENT, ON ANY PUBLISHER PLATFORM OR THE ADVERTISER PLATFORM; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED ONLINE.
14. Termination and Cancellation
The Publisher shall have the right without prejudice to any other remedies, to exercise any or all of the rights set out in below so if the Advertiser: (a) breaches these Terms and, if the breach is capable of remedy, has not remedied the breach within 7 days of receiving notice requiring the breach to be remedied; (b) persistently breaches any one or more clauses of these Terms in respect of one or more orders with the Publisher; and/or (c) ceases or threatens to cease to carry on business, is unable to perform its obligations under these Terms due to its financial affairs, is unable to pay its debts as and when they fall due, proposes to compound with its creditors, applies for any order for insolvency, or has a bankruptcy petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver, appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction.
If any of the events set out above occurs in relation to the Advertiser then the Publisher may cancel, terminate and or suspend any contract with the Advertiser without liability to the Advertiser including but not limited to any orders which have been placed by the Advertiser.
The Advertiser may cancel the Advertising Agreement at any time without cause. Cancellation will be effective when written notice is received by the publisher. The Publisher provides a 30-day money-back guarantee from the effective date for cancellations made by the Advertiser. If the Advertiser fails to provide the publisher with written notice of cancellation of the advertisement by the relevant deadline the Advertiser shall remain liable for payment of the advertisement.
14.3 Consequences of Cancellation or Termination
When the publisher receives written notice or terminates an agreement with the Advertiser, the digital advertisement placement on the Stay On Route App will be taken down within 48 hours. During this period the Advertiser will be notified of the decision, and all written communication between the two parties will be held accountable for the acceptance and confirmation of cancellation and/or termination of the Advertising Agreement. Clauses which expressly or by implication survive termination shall continue in full force and effect.
15. Force Majure
Except for payment obligations, neither party will be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labour disputes or strikes, unavoidable accident, government action, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, equipment breakdown, failure of any third party system or product, or any other cause beyond the control of that party.
The Advertiser may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Publisher. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns.
16.2 Third Parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.4 Relationship of Parties
Nothing in this Agreement creates any agency, joint venture, partnership or other forms of joint enterprise, employment or fiduciary relationship between the Parties. The Publisher is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
16.5 Governing Law
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
16.6 Complete Agreement, Modification, and Waiver
This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties with respect to all advertising and supersedes all prior and contemporaneous understandings or agreements of the parties, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorized representative of both parties. Waiver of any of the terms of this Agreement by the Publisher in any instance shall not prevent the Publisher from subsequently enforcing any provision of this Agreement in accordance with its terms.
Sections 3 (Representations and Warranties; Compliance with Laws), 7 (Charges and Payment Terms), 8 (Intellectual Property Rights), 9 (Advertiser Represented by Agency), 10 (License to Ad Materials), 11 (Confidentiality), 12 (Indemnification), 13 (Limitation of Liability), 14 (Termination and Cancellation) and 16 (General) shall survive termination or expiration of this Agreement.
17. Client Support and Disputes
We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with us, please contact us as soon as possible at: firstname.lastname@example.org
If we cannot resolve a dispute using our complaint handling procedure, we will let you know that we cannot settle the dispute with you. If you want to take court proceedings, the relevant courts of the United Kingdom will have exclusive jurisdiction in relation to these Terms. Relevant United Kingdom law will apply to these Terms.
18. Contact Information
Stay On Route Ltd welcomes comments, questions, concerns, or suggestions. Our main point of contact is through email, Contact us or get support by emailing: email@example.com
For further ways of getting in contact, visit our website: https:\\stayonroute.com or alternatively contact us through on social media: @stayonroute