Terms and Conditions for Media Buying – These Terms apply to the media buying and planning, data, creative, search engine optimisation and other advertising and marketing related services to be provided by PUSHED LIMITED, a company with its address at 43 Merafield Road, Plympton, Plymouth, Devon, PL7 1TL, company number 5320516 (\u201cPushed\u201d) to the Client, as detailed in the insertion order or other document (the \u201cBooking Form\u201d) to which these Terms relate. These Terms and the Booking Form(s) together constitute the \u201cAgreement\u201d between the parties.<\/p>\n\n\n\n
1.1 The Client\nappoints Pushed to provide the Services described in the Booking Form (the\n\u201cServices\u201d). The Services shall be performed subject to and in accordance with\nthe provisions of these Terms.
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\n1.2 Pushed agrees to act as a principal and not as an agent in respect of all\nof their dealings with the media and other suppliers in respect of the Client’s\nadvertising, save where the parties agree that the Client will contract\ndirectly with such suppliers.<\/p>\n\n\n\n
2.1 In\nconsideration of the performance of the Services, Client shall pay Pushed the\nfees detailed in the Booking Form (the \u201cFees\u201d). Unless otherwise stated the\nfees are payable in GBP.
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\n2.2 The Client will pay Pushed for all charges levied by:
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\n(a) media owners for the placement of advertising as approved in advance by the\nClient, in accordance with any media plan provided by Pushed;
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\n(b) advertising exchanges, trading platforms or other third party\nintermediaries (\u201cDigital Intermediaries\u201d) involved in the placement or delivery\nof Client\u2019s digital advertisements pursuant to a Booking Form.
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\n2.3 The remuneration includes all travel, subsistence and despatch costs within\nthe Plymouth area which are incurred by Pushed in the course of providing the\nServices. All other travel, despatch, subsistence and other extraordinary\ncosts, properly and reasonably incurred in providing the Services, will be\nchargeable to the Client at net cost to Pushed, provided each such expenditure\nhas been approved in advance by the Client or pursuant to a budget approved in\nadvance by the Client.<\/p>\n\n\n\n
3.1 The Agreement\nshall apply from the date specified in the Booking Form and, subject to earlier\ntermination in accordance with this Agreement, continue in full force and\neffect for the term specified in the Booking Form (the \u201cInitial Term\u201d), and\nthereafter unless and until terminated by either party giving the other not\nless than 30 days written notice, such notice not to expire before the expiry\nof the Initial Term.
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\n3.2 Where no term is specified in the Booking Form, either party may terminate\nthe Agreement by giving not less than 30 days written notice to the other\nparty.
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\n3.3 Upon termination of the Agreement, the Client shall promptly reimburse\nPushed for any costs properly incurred by Pushed in the course of performing\nthe Services and to which it is committed at the time of termination.
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\n3.4 Either party may terminate this Agreement immediately upon written notice\nto the other party:
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\n(a) in the event of any material breach of this Agreement by the other party\nwhich breach is not remediable or, if remediable, is not remedied within thirty\n(30) days after the service by the party not in default of a written notice on\nthe other party, specifying the nature of the breach and requiring that the\nsame be remedied; or
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\n(b) if the other party shall cease carrying on business in the normal course,\nor shall call a meeting of its creditors or make a proposal for a voluntary\narrangement within Part I of the Insolvency Act 1986 or for any other\ncomposition or scheme of arrangement with (or assignment for the benefit of)\nits creditors, or shall be unable to pay its debts within the meaning of\nsection 123 of the Insolvency Act 1986, or if a trustee, receiver,\nadministrative receiver or other similar officer is appointed in respect of all\nor any part of its business or assets, or if a petition is presented or a\nmeeting is convened for the purpose of considering a resolution for its winding\nup (otherwise than for the purpose of a bona fide scheme of solvent\namalgamation or reconstruction) or it is the subject of an administration\norder.
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\n3.5 Notwithstanding any other provision of the Agreement, Pushed may\nimmediately suspend or terminate the Services if any of its suppliers\n(including without limitation media or Online Intermediaries) suspend or\nterminate the services being supplied to Pushed, provided always that Pushed\nwill only suspend or terminate that part of the Services affected by the\nactions (or inaction) of any third party supplier.<\/p>\n\n\n\n
4.1 After obtaining\nthe Client\u2019s general approval of campaigns, Pushed will submit to the Client\nfor specific approval estimates or quotations of the costs of the various items\nof advertising or digital services (whether in an insertion order or\notherwise).
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\n4.2 The Client’s written approval (which shall include email) of such estimates\nand quotations will be Pushed’s authority to make reservations and contracts\nfor space, time and other facilities.<\/p>\n\n\n\n
5.1 The Client may\nrequest in writing that Pushed changes, rejects, cancels or stops all plans,\nschedules, insertion orders or work-in-progress and Pushed shall take\nreasonable steps to comply, provided that Pushed can do so within Pushed’s\ncontractual obligations to suppliers.
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\n5.2 In the event of any cancellations or amendment as aforesaid, the Client\nagrees to reimburse Pushed for any charges or expenses which Pushed has\nincurred or to which Pushed is contractually committed.<\/p>\n\n\n\n
6.1 The payment\nterms are based upon the principle that the Client will ensure that Pushed is\npaid in time to meet the liabilities which arise from orders placed by Pushed\nwith media owners and Digital Intermediaries in respect of the Client’s\nadvertisements.
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\n6.2 All pro forma invoices in accordance with a Booking Form approved by the\nClient, will be presented to the Client allowing sufficient time for the Client\nto make full payment to Pushed, with Pushed receiving cleared funds no later\nthan 17 working days prior to the transmission date, unless specified\notherwise.
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\n6.3 Some media contractors and Digital Intermediaries require payment of their\naccounts to be in their hands by specified dates, otherwise a surcharge is\nincurred. The Client agrees to pay Pushed this surcharge if the Client\nfails to pay by the due dates.
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\n6.4 All invoices presented to the Client by the due date and not subject to\ndispute which are not paid by the due date shall be subject to an interest\ncharge at the statutory rate specified in the Late Payment of Commercial Debts\n(Interest) Act 1998.
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\n6.5 The Client will promptly provide Pushed with purchase order numbers in\nrespect of all approved media and Digital Intermediary charges and the Client\nwill use such purchase order numbers on all relevant invoices. The absence of a\npurchase order number on an invoice will not constitute a valid reason for\nwithholding payment.
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\n6.6 Pushed is insured against credit risks and all clients of Pushed must be\nacceptable to Pushed’s insurers. In the event therefore of the insurers\nrevising or withdrawing cover for the Client, Pushed shall revise its terms of\npayment and if necessary ask for payment in advance. Should the aforementioned\noccur and a suitable agreement cannot be reached between the Client and Pushed\nwithin 14 days of such request, Pushed shall be entitled forthwith to terminate\nthe Agreement by written notice to the Client.<\/p>\n\n\n\n
7.1 Nothing in the\nAgreement shall exclude liability for fraud or death or personal injury caused\nby negligence or any other type of liability to the extent it may not be\nexcluded by law. Subject to this:
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\n(a) Pushed’s maximum aggregate liability to the Client for losses or damages\nsuffered for any single event or series of related events and whether in\ncontract, tort (including negligence) or otherwise will in no circumstances\nexceed the greater of: (i) \u00a325,000; and (ii) the Fees payable by Client under\nthe Letter giving rise to the liability; and
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\n(b) Pushed will not be liable under the Agreement for any loss of actual or\nanticipated income or profits, loss of contracts or for any special, indirect\nor consequential loss or damage of any kind howsoever arising and whether\ncaused by tort (including negligence), breach of contract or otherwise, whether\nor not such loss or damage is foreseeable, foreseen or known.
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\n7.2 Pushed shall not be liable for any delay in or omission of publication,\ntransmission or delivery or any error in any advertisement or its placement in\nthe absence of default and neglect on Pushed’s part.
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\n7.3 Pushed shall not be in any way responsible for the preparation, content,\nproduction, supplying or copy of advertisements supplied or to be supplied by\nthe Client or its agents, subcontractors or other representatives.
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\n7.4 If due to war, strikes, industrial action short of a strike, lockouts,\naccidents, fire, blockade, import or export embargo, ice obstruction, natural\ncatastrophes or other act, event, non-happening, omission or accident over\nwhich Pushed has no control, Pushed fails to complete their assignment or\ndeliver the Services in the manner and within the time required by the terms of\nthe Agreement Pushed will not be responsible for any loss or damage which may\nbe incurred by the Client as a result of such failure.<\/p>\n\n\n\n
8.1 Client will\ngive Pushed clear briefings and will make available to Pushed all relevant\ninformation required for its performance of the Services. Client shall provide\nany data, documents or other materials to be supplied by the Client to Pushed\nunder the Agreement (\u201cClient Materials\u201d) promptly so that Pushed is able to\ncomply with its obligations under the Agreement.
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\n8.2 The Client hereby warrants and undertakes that:
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\n(a) it has full power and authority to enter into the Agreement and that by\ndoing so it will not be in breach of any obligation to a third party;
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\n(b) it shall in connection with this Agreement, and the Client Materials shall,\ncomply with all applicable laws and any applicable codes of practice, and it\nshall take appropriate steps to verify such compliance;
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\n(c) Client Materials will not infringe any third party intellectual property\nright anywhere in the world;
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\n(d) Client Materials will not be obscene or discriminatory and will not defame\nor breach the privacy rights of any third party;
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\n(e) Client Materials (including, without limitation, instructions in any\ninsertion order or similar document) are accurate in all material respects;
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\n(f) Client Materials will not contain any executable code, virus or malicious\ncode;
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\n(g) it shall comply with any third party policies applicable to the Services\nthat Pushed notifies to Client from time to time;
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\n(h) it shall not set, place, read, write, access, delete or otherwise use any\ncookies or similar technology in connection with the Services;
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\n8.3 The Client hereby indemnifies and keeps Pushed indemnified against all\nlosses, claims, liabilities, damages, costs and expenses suffered by Pushed as\na result of any breach of the above warranties and undertakings.
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\n8.4 The Client agrees to inform Pushed without delay if it considers that any\nclaim or trade description in any Client Materials placed by Pushed on behalf\nof the Client is false or misleading in any way.<\/p>\n\n\n\n
9.1 Pushed warrants\nthat: (i) the individual signing this Agreement (and each Booking Form) on\nbehalf of Pushed has (and shall have) the full authority to legally bind\nPushed; and (ii) it will perform the Services in a workmanlike manner and with\nreasonable skill and care.<\/p>\n\n\n\n
10.1 Unless\notherwise stated, Pushed’s contracts with media, Digital Intermediaries and\nsuppliers for the Client\u2019s advertising are made in accordance with media rate\ncards and\/or other standard or individual conditions and contracts. The\nrights and liabilities between the Client and Pushed shall correspond to those\nbetween Pushed and the various media, Digital Intermediaries and suppliers\nunder such conditions, and the Client hereby indemnifies and keeps indemnified\nPushed against all losses, claims, liabilities, damages, costs and expenses\nsuffered as a result of any breach by the Client of any third party terms and\nconditions which Pushed has entered into on the Client\u2019s behalf.<\/p>\n\n\n\n
\n11.1 It is recognised that during the course of business certain confidential\ninformation concerning marketing, sales, new products, media buying rates,\nmedia plans, and the like, will be communicated to Pushed by the Client and\nvisa versa. Each party undertakes to maintain the confidentiality of the other\nparty\u2019s confidential information and only use such confidential information in\nthe performance of its obligations under this agreement. Both parties shall\ninstruct all employees that they have an obligation to ensure confidentiality\nof such information at all times. It is agreed that this obligation of\nconfidentiality shall continue after termination.<\/p>\n\n\n\n
12.1 Definitions
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\n(a) \u201cBackground Materials\u201d means Creative Material in existence prior to the\ndate on which it is intended to use them in connection with the Services and in\nrelation to which the Intellectual Property Rights are owned by Pushed;
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\n(b) \u201cCreative Material(s)\u201d means the advertising copy and other creative\nmaterials described in a Booking Form that are to be provided by Pushed under\nthis Agreement, but excluding any Client Materials;
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\n(c) \u201cIntellectual Property Rights\u201d means all copyright, patents, database\nrights, trademarks, design rights and any other proprietary right, now known or\nhereinafter created, together with all extensions and renewals of such rights;
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\n(d) \u201cThird Party Materials\u201d means Creative Materials in which the Intellectual\nProperty Rights are owned by a third party and which the applicable third party\nowner.
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\n12.2 Client hereby grants Pushed a non-exclusive, non-transferable royalty-free\nlicence during the term of the Agreement to use the Client Materials in\nconnection with the Agreement.
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\n12.3 Client acknowledges and agrees that all Intellectual Property Rights in\nthe Creative Materials shall immediately upon creation shall be and remain the\nexclusive property of Pushed.
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\n12.4 Subject to the remaining provisions of this Clause 12, upon payment of all\nFees due for the Creative Material intended to be assigned, Pushed hereby\nassigns the Intellectual Property Rights in that Creative Material to\nClient. At Client\u2019s cost and expense, Pushed agrees to execute and\ndeliver, promptly upon request, any documents, or do all such further acts,\nwhich Client may reasonably request to evidence, obtain or perfect or protect\nthe assignment of rights to Client set out in this Clause 12.
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\n12.5 Client acknowledges that all Intellectual Property Rights in the\nBackground Materials shall be owned by and remain the property of and vested in\nPushed. Subject to Pushed receiving payment of all Fees attributable to the\nBackground Materials licensed under this clause, Pushed hereby grants to Client\na world-wide, perpetual, non-exclusive, royalty-free licence to use the\nBackground Materials in connection with the Creative Materials.
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\n12.6 If and to the extent that any of the Creative Materials comprise or\ninclude any Third Party Materials, Pushed shall procure a licence for Client to\nuse such work on such terms as may be agreed between Pushed and the relevant\nthird party.<\/p>\n\n\n\n
13.1 Where Pushed\nprocesses personal data (as defined in the Data Protection Act 1998 (\u201cDPA\u201d)) on\nbehalf of Client, then Pushed shall:
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\n(a) process such data solely in Accordance with Client’s instructions from time\nto time (consistent with its duties under the DPA);
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\n(b) adopt and maintain appropriate security measures for processing data, both\nin terms of the technology used and how it is managed.<\/p>\n\n\n\n
14.1 Where the\nServices include Pushed’s reporting platform (as described in the Booking\nForm), at Client\u2019s request Pushed will issue Client with a single login to\nallow Client to track its campaign and for Client to access certain other\ninformation and documents.
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\n14.2 The login credentials are personal to Client and Client may not share them\nwith any third party. Pushed shall be entitled to treat all access using\nClient\u2019s login credentials as access by Client. If Client believes that its\nlogin credentials have been compromised Client must inform Pushed immediately\nand Pushed will take steps to issue fresh credentials.
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\n14.3 Pushed may make available certain reports for download from and\/or viewing\nin the reporting platform, and Pushed may also from time to time prepare other\nreports for Client, for billing or other purposes as agreed. Without\nprejudice to the confidentiality of Pushed’s pricing under this Agreement,\nClient may use any aggregated performance data that is contained in these.<\/p>\n\n\n\n
15.1 The Agreement\ncontains all the terms agreed between the parties regarding its subject matter\nand supersedes any prior agreement, understanding or arrangement between the\nparties, whether oral or in writing. Each of the parties acknowledges and\nagrees that:
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\n(a) in entering into the Agreement it has not relied on, and shall have no remedy\nin respect of, any statement, representation, warranty or understanding other\nthan the statements, representations, warranties and understandings expressly\nset out in the Agreement; and
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\n(b) its only remedies in connection with any statements, representations,\nwarranties and understandings expressly set out in the Agreement shall be for\nbreach of contract as provided in the Agreement. Nothing in this clause\nshall, however, operate to limit or exclude any liability for fraud.
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\n15.2 The Agreement states the full extent of Pushed’s obligations and\nliabilities in respect of the performance of the Services and the parties agree\nthat any condition, warranty, representation or other term concerning the\nperformance of the Service which might otherwise be implied into or\nincorporated in the Agreement, whether by statue, common law or otherwise, is\nexcluded to the maximum extent permitted by law.<\/p>\n\n\n\n
16.1 Client shall\nnot be entitled to assign, sub-license or otherwise transfer the benefit or\nburden of the Agreement to any person without the prior written agreement of\nPushed.<\/p>\n\n\n\n
16.2 In the event\nof any conflict between the provisions set out in the Booking Form and the\nTerms, the Booking Form shall take precedence in relation to that matter.<\/p>\n\n\n\n
16.3 If any term of\nthe Agreement is found to be illegal, invalid or unenforceable under any\napplicable law, such term shall, insofar as it is severable from the remaining\nterms, be deemed omitted from the Agreement and shall in no way affect the\nlegality, validity or enforceability of the remaining terms provided that if\nany provision of the Agreement is so found to be invalid or unenforceable but\nwould be valid or enforceable if some part of the provision were deleted, the\nprovision in question shall apply with such modification(s) as may be necessary\nto make it valid.<\/p>\n\n\n\n
16.4 The failure of\neither party to enforce or to exercise at any time or for any period of time\nany term of or any right pursuant to the Agreement does not constitute, and\nshall not be construed as, a waiver of such term or right and shall in no way\naffect that party\u2019s right later to enforce or to exercise it.<\/p>\n\n\n\n
16.5 All notices,\nwhich are required to be given hereunder, shall be in writing and shall be sent\nto the address of the recipient set out in the Booking Form. Any such notice\nmay be delivered by hand or by first class post and shall be deemed to have\nbeen served by hand when delivered if by first class post, 48 hours after\nposting when delivery confirmation is received.<\/p>\n","protected":false},"excerpt":{"rendered":"
Terms and Conditions for Media Buying – These Terms apply to the media buying and planning, data, creative, search engine optimisation and other advertising and marketing related services to be […]<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-430","page","type-page","status-publish","hentry"],"yoast_head":"\n