ADVERTISING TERMS AND CONDITIONS
ACCEPTANCE OF ADVERTISEMENTS
Acceptance of orders for publication of advertisement(s) ("Advertisement(s)") on everlngtools.com "Website" FileHippo s.r.o. ("FH") are subject to the following terms and conditions ("Terms") which, together with the IO, shall constitute the contract between the Advertiser (as defined below) and FH ("Contract").
By placing an order, the Advertiser (which is the person or company placing the order for the Advertisement whether they are the advertiser of the product or service referred to in the Advertisement or the advertising agency or media buyer for such advertiser) accepts and agrees to be bound by these Terms in full.
Materials for an Advertisement must be provided no later than the deadline specified in the appropriate Insertion Order ("IO") for Website Advertisements, in accordance with the Website technical specification set out in the FH Creative Policy. The Advertiser warrants, represents and undertakes that all materials supplied for an Advertisement will comply with the FH Creative Policy in force from time to time.
FH may, without any responsibility to the Advertiser, reject, cancel or require any Advertisement to be amended that it considers unsuitable or contrary to these Terms or the FH Creative Policy and remove, not distribute, suspend or change the position of any such Advertisement. FH may refuse to publish any Advertisement for any Advertiser who has not paid any sums due for any advertising on the Website. The Advertiser will remain responsible for all outstanding charges.
CONTENT OF THE ADVERTISEMENT
The Advertiser warrants, represents and undertakes to FH that: (i) any information supplied in connection with the Advertisement is accurate, complete, true and not misleading; (ii) it has obtained the consent of any living person whose name or image (in whole or in part) is contained in any Advertisement; (iii) the Advertisements are legal, decent, honest and truthful, are not contrary to the provisions of any applicable law, or the IAB Display Advertising Guidelines– see www.iabuk.net/resources/standards-and-guidelines/display-advertising-guidelines), are not libellous or obscene and do not infringe the rights of any person (including any person’s intellectual property rights); (iv) the Advertisement will not be prejudicial to the image or reputation of FH or the Website; (v) all Advertisements submitted for publication online will be free of any viruses and no Advertisement will cause an adverse effect on the operation of the Website.
Where the Advertiser is an advertising agency or media buyer, the Advertiser warrants, represents and undertakes that it is authorised by the advertiser of a product or service to place the Advertisement with FH and the Advertiser undertakes to indemnify FH in full for any claim made by such advertiser against FH.
All Advertisements are accepted on the basis that they will be paid for at the applicable rates set out in the applicable rate card on the date of publication. FH may change its rates at any time. Any changes to the rates will take effect immediately. However, any changes to the applicable rates will not apply to any orders made prior to the date of such change.
Payment is subject to FH’s payment terms which are set out in the IO.
In the event of any disagreement regarding the number of impressions served, the Advertiser agrees that the figures provided by FH DoubleClick adserver (DFP) will be final and binding.
FH cannot guarantee the number of impressions. In the event the number of impressions during the campaign period is less than the impressions booked by the Advertiser, FH shall continue to serve the Advertisements after the end of the campaign period until the number of booked impressions is reached.
In the event advertising copy is received after midday on the day before an Advertisement is due to be published, the number of impressions booked may be reduced on a pro rata basis for every 24 hours that the copy for the Advertisement is supplied after this deadline.
LIABILITY OF FH
FH accepts no responsibility for any interruption or delay the Advertiser experiences in delivering any Advertisement copy to FH or any loss or damage to any Advertisement copy or any other materials. The Advertiser guarantees that it has retained sufficient quality and quantity of all materials supplied to FH.
FH shall use its reasonable endeavours to reproduce Advertisements as provided by the Advertiser but cannot guarantee that the Advertisement will be of the same quality.
FH will not be responsible for any additions to, changes in, deletions from, delays in publication or withdrawal of any Advertisements required by any authority having responsibility for the regulation of online or press advertising (including the Advertising Standards Authority).
FH cannot guarantee the time, dates and/or position of Advertisements and all such decisions will be at the sole discretion of FH. However, FH will use reasonable efforts to comply with the wishes of the Advertiser.
If a booked Advertisement is not published at all solely due to a mistake on FH’s part, FH will try to offer an alternative publication date(s). If the alternative date(s) is not accepted, the original booking will be cancelled and the Advertiser shall be entitled to a full refund if the Advertiser has paid in advance for the Advertisement and if the payment is more that £5,000 (GBP). This shall be the Advertiser’s sole remedy for failure to publish the Advertisement.
FH shall not be responsible, under any circumstances, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated saving, loss of revenue and/or any other indirect or consequential loss suffered by the Advertiser arising under or in connection with the Contract or any loss which could not be contemplated by FH and the Advertiser. Nothing in these Terms shall limit or exclude FH's liability for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors and (b) fraud or fraudulent misrepresentation.
FH’s maximum total liability for any loss or damage arising out of or in relation to the Contract whether in contract, tort or otherwise shall not exceed the total amount of the charges for the relevant Advertisement in respect of which the Contract relates actually paid by or on behalf of the Advertiser.
In respect of Advertisements on the Website, FH does not guarantee continuous, uninterrupted access by users of the Website but will use reasonable efforts to provide this. In addition, FH will not be responsible for any failure or delay affecting production or publication of any information or the transmission of the Website and any Advertisements contained on it, in any manner where such failure or delay results from any act, omission, interruption, fault or other condition beyond the reasonable control of FH.
LIABILITY OF THE ADVERTISER
The Advertiser will indemnify FH for all claims, losses or expenses arising as a result of any breach of or failure to perform any of these Terms and/or the use or publication of the Advertisement by FH in accordance with these Terms.
FH owns the copyright in all Advertisements written or designed by it or on its behalf.
The Advertiser grants FH the right (free of charge) to: (i) use such of the Advertiser’s names, trade marks and/or logos as FH may consider necessary for the purposes of publishing the Advertisements; (ii) reproduce the Advertisement in any media at any time from the date the Advertisement was last published for promotional purposes. For the avoidance of doubt, the content, layout and format of the Website will be subject to variation at FH’s sole discretion.
The Advertiser may cancel an Advertisement provided that notice in writing is received by FH within forty eight hours of the time an order for an Advertisement is placed. Please send notice of your intention to cancel to the person who made your booking or if that person is unavailable, email advertising@FHedia.com. Cancellation will only be effective on confirmation of receipt of your notice.
If the Advertiser is insolvent or bankrupt or is otherwise in breach of these Terms, FH may treat the order as cancelled.
Any person who is not a party to these Terms will have no rights to rely upon or enforce any of these Terms.
If FH fails or delays in exercising its rights or remedies provided by these Terms, it shall not be deemed to have waived that or any other right or remedy under these Terms.
These Terms, the IO and the rate card constitute the entire agreement between the parties and supersede and extinguished all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
In the event of any conflict between these Terms and any IO agreed upon by the parties, the terms and conditions of the IO prevail so long as they reference the provisions of these Terms with which they are inconsistent. Any pre-printed terms on Advertiser’s acknowledgment or similar documents which conflict with these Terms or the IO are deemed superseded by these Terms and the IO (as applicable).
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any provision or part-provision of these Terms 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 these Terms.
These Terms shall be governed by English law and the courts of England and Wales will have non-exclusive jurisdiction in relation to these Terms.