fish4 Trading Ltd Online Advertising Terms
Acceptance of this agreement
Before you become entitled to receive the Advertising Services, you must read and accept the terms and conditions set out in this agreement ("Agreement") by clicking on the "Accept" button at the end of this Agreement. By clicking on the "Accept" button you agree to be bound by the terms and conditions of this Agreement ("Acceptance"), and after Acceptance has occurred, you are authorised to receive and use the Advertising Services in accordance with this Agreement. If you do not accept this Agreement, you are not authorised to receive and use the Advertising Services in any way.
This Agreement is between you ("you" or "Advertiser") and Fish4 Trading Limited (Company Number: 04280832) whose registered office is One Canada Square, Canary Wharf, London E14 5AP ("Fish4") in respect of the "Advertising Services" (defined below) set out in this Agreement. "Parties" will mean Fish4 and the Advertiser and "Party" will mean Fish4 or the Advertiser, as applicable.
IT IS AGREED THAT:
- SCOPE OF THIS AGREEMENT
1.1. Fish4 maintains a site on the Internet located at: http://www.fish4.co.uk ("Fish4 Site"). Save as otherwise set out in this agreement, this Agreement relates to the Advertiser electronically submitting its advertisements for jobs, cars and lettings, as applicable, ("Advertising Content" ) to the Fish4 Site via Fish4's on-line advertising posting service ("Posting Service" ). Such Advertising Content will be automatically posted and published by Fish4's systems (i.e. without the assistance of any Fish4 personnel) into the jobs section ("Fish4Jobs" ), cars section ("Fish4Cars" ) and lettings section ("Fish4Homes" ) of the Fish4 Site, as applicable, so that such Advertising Content is advertised to and may be accessed by Fish4's Users (defined below) should such Users wish to do so. The Posting Service (including storing the Advertising Content submitted electronically by the Advertiser), the processing and posting by Fish4's systems, and the advertising in the relevant section of the Fish4 site will be the "Advertising Services" for the purpose of this Agreement. Any reference to the Fish4 Site in this Agreement will include the Fish4Jobs, Fish4Cars and Fish4Homes sections of the Fish4 Site. As part of the Advertising Services, Fish4 also offers the Advertiser the facility to edit its advertisements already on the Fish4 Site via the Posting Service.
1.2. Fish4 also offers an advertising service whereby Fish4 will process and post the Advertiser's adverts to the Fish4 Site on behalf of the Advertiser. Such advertising service is usually for higher value, multiple volume advertisements. If the Advertiser is interested in this service, it should contact Fish4 using the contact details in this Agreement and Fish4 will let the Advertiser know if it qualifies for this advertising service.
1.3. The Advertising Services set out in this Agreement may be provided by Fish4 or, if applicable, by the relevant Fish4 Affiliate. For the purposes of this Agreement, "Fish4 Affiliates" will mean any subsidiary or holding company of Fish4, or a subsidiary of Fish4, all as defined by Section 736 of the Companies Act 1985, as amended by the Companies Act 1989, and will include: Fish4Jobs Limited (Company Number 03961754); Fish4Cars Limited (Company Number 03955815); and Fish4Homes Limited (Company Number: 03943230). "Fish4 Affiliate" will mean one of the Fish4 Affiliates, as applicable.
1.4. Each electronic submission of the Advertising Content by the Advertiser to the Fish4 Site via the Posting Service will remain advertised on the Fish4 Site for up to 8 weeks from the Launch Date (defined below) unless the Advertiser selects a shorter period via the Posting Service. Such 8 week period or such shorter period selected by the Advertiser will be the "Advertising Period" . Each posting of Advertising Content to the Fish4 Site will first appear on the Fish4 Site no later than 3 Working Days (for the purposes of this Clause 1.4, "Working Days" are defined as Monday-Friday between 9am and 6 pm but excluding public holidays in the United Kingdom) after the electronic submission of such Advertising Content by the Advertiser to the Posting Service. The first day of the Advertising Period is the day the Advertising Content is advertised on the Fish4 Site for the first time and this day will be the "Launch Date" for the purposes of this Agreement. Subject to the Advertiser pre-paying the relevant Fees, the Advertiser may extend the Advertising Period by a period of up to 8 weeks by selecting such extension via the Posting Service.
1.5. The Advertiser will be liable for the fees ("Fees" ) payable to Fish4 for the Advertising Services in accordance with this Agreement and the Advertiser will pay the Fees to Fish4 in accordance with Clause 4 below.
1.6. At all times, the Advertiser is solely responsible for electronically submitting the Advertising Content to the Fish4 Site and the contents and details of any of the Advertising Content provided to Fish4 under this Agreement. Fish4 will not be liable or responsible for checking the Advertising Content to ensure it is correct, accurate, complete or that it does not contain any errors. Fish4 will not be liable for any errors, mistakes, or omissions made during the electronic submission, processing and/or posting the Advertising Content to the Fish4 Site.
1.7. Fish4 allows users ("Users" ) to search for and access the content of the Fish4 Site (including the Advertising Content advertised on the Fish4 Site) and other sites on the Internet. Fish4 does not guarantee that the Advertising Services will lead to a successful advertising campaign for the Advertiser.
1.8. The Advertiser will keep the Advertising Content up to date and ensure it is correct at all times, including prior to submitting it to the Fish4 Site.
- CHANGES, DELETION BY THE ADVERTISER
After the Launch Date, the Advertiser may delete any of the Advertising Content from the Fish4 Site by using the editing facilities of the Posting Service. In this event, the Advertiser will remain subject to the full Fees for such Advertising Content (unless otherwise agreed by the Parties in accordance with Clause 10.1 below) and the Advertiser will not be entitled to a refund of any Fees pre-paid by the Advertiser for such Advertising Content deleted pursuant to this Clause 2.
- DELETION, REFUSAL TO POST, SUSPENSION OR CHANGE BY FISH4
3.1. Fish4 may delete any Advertising Content from the Fish4 Site or refuse to post any Advertising Content to the Fish4 Site if:
3.1.1. the content of such an Advertising Content is not consistent with Fish4's reasonable advertising standards from time to time in effect;
3.1.2. such Advertising Content does or is likely to breach any applicable law or regulation;
3.1.3. the Advertiser has breached or threatened to breach the terms of this Agreement; or
3.1.4. the content of any Advertising Content is obscene, blasphemous, defamatory, or infringes the Intellectual Property Rights (defined at Clause 8.2 below) of any third party.
3.2. Fish4 may immediately delete, suspend, or refuse to accept any Advertising Content if the Advertiser fails a credit check carried out by Fish4 or a third party at any time or if the Advertiser resells any of Fish4's Advertising Services set out in this Agreement to any third party. Fish4 may check that the Advertiser or the person dealing with Fish4 on behalf of the Advertiser has authority to use any credit or other payment card in relation to this Agreement.
3.3. Fish4 may delete any Advertising Content without any reason at any time after Acceptance has occurred. In this event the Advertiser will only be liable for the Fees for the Advertising Content advertised on the Fish4 Site up to the date of such deletion or refusal. Fish4 will refund any Fees pre-paid by the Advertiser that relate to the relevant Advertising Content deleted or refused pursuant to this Clause 3.3.
3.4. Fish4 may move, change the position of, or reduce or increase the size of any Advertising Content on the Fish4 Site at any time if necessary or desirable for organisational or presentational reasons on the Fish4 Site.
3.5. Other than as set out in this Agreement, Fish4 will not amend or change the Advertising Content on the Fish4 Site.
3.6. Unless otherwise agreed by the Parties in accordance with Clause 10.1 below, irrespective of any action taken by Fish4 in relation to any Advertising Content pursuant to Clauses 3.1, 3.2, and 3.4 above, the Advertiser will be subject to the full Fees for such Advertising.
3.7. Fish4 will give the Advertiser reasonable notice prior to any action taken by Fish4 pursuant to Clause 3. However, if such action is immediate, Fish 4 will give the Advertiser notice as soon as reasonably practicable thereafter.
- PAYMENT AND INVOICING
4.1. Save as otherwise set out in this Agreement, the Fees for the Advertising Services provided under this Agreement will be quoted to the Advertiser on the Posting Service at the time the Advertiser selects the Advertising Services it wishes to obtain under this Agreement. If the Advertiser exits the Posting Service without having clicked on the "Accept" button as described at the beginning of this Agreement, then such previously quoted Fees will no longer be valid and available to the Advertiser. After Acceptance has occurred, the Fees will be confirmed to the Advertiser at the time the Advertiser provides its credit card or other payment card details via the online secure server payment facility on the Fish4 Site.
4.2. The Advertiser will pay the relevant Fees to the Advertiser at the time it selects the Advertising Services via the Posting Service. Unless otherwise agreed by Fish4 in accordance with Clause 10.1, the Advertiser will pay the Fees due under this Agreement to Fish4 by credit card or other payment card. Payment will be deemed to have been made by the Advertiser to Fish4 at the time the Advertiser's credit card or other payment card is charged and Fish4 is in receipt of cleared funds from the credit card or other payment card in Fish4's bank account.
4.3. Unless otherwise set out in this Agreement or agreed by the Parties in accordance with Clause 10.1, the Advertiser will not be entitled to any refund, credit, lien or set-off of any kind from the time the relevant Fee is paid to Fish 4. Fish4 will refund, as soon as reasonably practicable, any Fees due to the Advertiser under this Agreement.
4.4. All Fees and any other additional fees or charges described in this Agreement or set out in the Fish4 Site are in pounds sterling and net of value added tax ("VAT" ). VAT is due and payable on all Fees.
4.5. In the event that Fish4 (or its systems) provides an incorrect quote of the Fees (whether due to an error or otherwise) to the Advertiser prior to Acceptance in respect of the relevant Advertising Services requested by the Advertiser and/or Fish 4 has deducted such incorrect amount of Fees from the Advertiser's credit or other payment card, as applicable, the Advertiser will pay Fish4 the correct amount due to Fish4 by credit or other payment card if Fish4 contacts the Advertiser and provides details of the incorrect quote or, if applicable, Fish 4 will refund any overcharged Fees to the Advertiser due to such incorrect Fees being previously charged to the Advertiser under this Clause 4.5.
- FISH4 SITE AND THE ADVERTISING CONTENT
5.1. Fish4 makes no representation or warranty that the whole or part of the Fish4 Site will be accessible at all times, or useable by all Users and/or the Advertiser, or error free.
5.2. Fish4 reserves the right without notice to the Advertiser, to suspend temporarily or alter the operation of the Fish4 Site, for legal or technical reasons. Fish4 will try to give the Advertiser as much notice where possible either by email or telephone or by posting notice on the Fish4 Site prior to taking any of the actions described in this Clause 5.2, but prior notice may not always be feasible for a variety of reasons.
5.3. The Advertiser will ensure that all Advertising Content or any other information provided by the Advertiser is legal, decent, honest, truthful, accurate and not misleading in any way and the Advertiser will not use the Fish4 Site for any fraudulent or illegal purposes.
5.4. The Advertiser will ensure that the Advertising Content complies with all applicable legislation, regulations, codes and guidelines applicable to such Advertising Content being advertised on the Fish4 Site. The Advertiser will ensure that the Advertising Content does not contain material that is obscene, blasphemous, defamatory, infringing on any rights of any third party or otherwise legally actionable by such third party.
5.5. The Advertiser warrants that it has, or will procure prior to the Launch Date, all necessary consents, releases and licences to provide the Advertising Content to the Fish4 Site and to deal with it as described in this Agreement, and the Advertiser hereby provides, all such consents, leases and licences to Fish4 and the Fish4 Affiliates, as applicable, for the purposes of this Agreement.
5.6. Fish4 will have sole control over the "look and feel" of the Fish4 Site, including the Advertising Content provided by the Advertiser to the Fish4 Site and the display, appearance and placement of the Parties' respective names and/or brands.
5.7. Any matter of complaint arising out of the publication of the Advertising Content on the Fish4 Site will be notified to Fish4 in writing by the Advertiser within 48 (forty eight) hours of receipt of such complaint.
- TERM AND TERMINATION
6.1. This Agreement is binding upon Fish4 and the Advertiser immediately from the date of Acceptance and it will remain in force until the end of the Advertising Period (or such extension thereof in accordance with Clause 1.4) unless terminated earlier by either Party in accordance with this Agreement.
6.2. Either Party may at any time by notice in writing terminate this Agreement forthwith if the other Party is in breach of the terms of this Agreement and such breach is not capable of remedy; or if such breach is capable of remedy and the Party committing the breach has failed to remedy the breach within thirty (30) days of written notice to it from the other Party, specifying the breach and requiring its remedy.
6.3. If a Force Majeure Event continues for a period of 60 consecutive days, then the other Party may terminate this Agreement forthwith where the non-performing Party fails to perform any of its obligations under this Agreement due to that Force Majeure Event (defined in Clause 10.4 below). The Advertiser will be liable for the Fees for the relevant Advertising up until the date of the Force Majeure Event.
6.4. The Advertiser acknowledges that the Advertising Services (because such Advertising Services include the Posting Service) commence from the date of electronic submission of the Advertising Content to the Posting Service. Subject to Clauses 6.1, 6.2, 6.3 above, the Advertiser acknowledges that it will not be entitled to cancel this Agreement from the date the Advertising Services commence as described in this Clause 6.4.
6.5. Termination in accordance with Clause 6 will not prejudice or affect any right of action or remedy that will have accrued or will thereafter accrue to either Fish4 or the Advertiser.
7.1. Neither Party excludes liability for the following: (a) death or personal injury caused by either Party to the extent to which it arises from either Party's negligence or breach of contract; (b) any fraudulent pre-contractual misrepresentations made by either Party upon which the other Party can be shown to have relied; and (c) any other liability which by law cannot be excluded by either Party.
7.2. Subject to Clause 7.1 above, in no event will Fish4 or the Fish4 Affiliates be liable for: (i) any damages caused by the failure of the Advertiser to perform its obligations under this Agreement; (ii) the Advertising Content provided by the Advertiser; (iii) any damage or loss of any materials (in electronic or other form) supplied by the Advertiser for the purposes of this Agreement; (iv) the termination of this Agreement; (v) the cancellation, deletion or suspension of any Advertising Content in accordance with this Agreement by either Party; (vi) temporary interruptions, errors, delays or restrictions to the Fish4 Site; or (vii) save as otherwise set out in Clause 7.4 below, any damages arising out of this Agreement.
7.3. Subject to Clause 7.1 above and Clause 7.4 below, to the extent that Fish4 is deemed by a court of competent jurisdiction, to have any liability to the Advertiser in contract, tort (including negligence) or otherwise in respect of this Agreement, Fish4's entire liability for any one incident or related series of incidents will be limited to the greater of:
7.3.1. £250; or
7.3.2. the Fees actually paid by the Advertiser to Fish4 during the 3 months preceding the date on which the liability arises.
7.4. Subject to Clause 7.1 above, in any Year, Fish4's total liability under this Agreement will be limited to the greater of £1,000 or the total Fees actually paid during that Year by the Advertiser. "Year" will mean a 12 (twelve) month period, the first Year starting on the date of Acceptance and subsequent Years starting on each anniversary of the date of Acceptance.
7.5. Subject to Clause 7.1 above, Fish4 will not be liable to the Advertiser in contract, tort, negligence or otherwise for: (a) any economic loss (including without limitation, loss of revenue, business, contracts, profits or anticipated savings); (b) any loss of goodwill or reputation; (c) any loss of opportunity; (d) any loss of data; (e) any loss relating to the value of the subject matter of the Advertising Content advertised on the Fish4 Site; or (f) any special, indirect or consequential loss.
7.6. The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms, and obligations implied by statute, common law, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
8.1. The Advertiser will fully indemnify Fish4 from and against all claims, demands, actions, losses and damages, costs, charges, fines and expenses (including but not limited to reasonable costs and disbursements on a solicitor and client basis) arising from or incurred due to: (a) any infringement or alleged infringement of any third party Intellectual Property Rights (defined below) caused by Fish4's use (pursuant to this Agreement) of the Advertising Content provided by the Advertiser; or (b) the Advertiser providing any Advertising Content which is obscene, blasphemous, or defamatory or otherwise in breach of any applicable law or regulation.
8.2. For the purposes of this Agreement, "Intellectual Property Rights" means patents, trade marks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names, domain names and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom).
- PERSONAL DATA
10.1. Subject to any fraudulent statements or misrepresentations, this Agreement is the entire agreement between Fish4 and the Advertiser and it will supersede any other oral or written communications, agreements, promises or representations with respect to the subject matter of this Agreement. No variation or amendment to this Agreement will be valid unless it is in writing, refers specifically to this Agreement and is signed by the Advertiser and Fish4. This Agreement does not affect any consumer rights that the Advertiser may have under the provisions of any applicable law or regulation.
10.2. This Agreement is not an exclusive arrangement with the Advertiser and the Advertiser is free to enter into any contract with any other entity providing advertising services. The Advertiser acknowledges and agrees that this Agreement will not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organisation of any kind and the Advertiser will not have the right to bind Fish4 without Fish4's express prior written consent.
10.3. If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of this Agreement will not be affected. No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement will either be or be deemed to be a waiver or in any way prejudice any right of that Party under this Agreement.
10.4. If either Party is unable to perform any of its obligations under this Agreement because of a Force Majeure Event, such non-performing Party will not have liability to the other Party for such failure to perform. "Force Majeure Event" means any: fire, flood, earthquake or act of God; explosion, war, civil disorder, industrial disputes (but not including disputes involving the non-performing Party's own employees), or revolution; or other similar cause or event beyond the reasonable control of the non-performing Party.
10.5. This Agreement may not be assigned, novated, sub-licensed or otherwise transferred by the Advertiser in whole or in part without the prior written consent of Fish4. Fish4 may assign, novate, sub-licence or otherwise transfer this Agreement in whole or in part to any Fish4 Affiliate or to any third party as part of a change in ownership of Fish4 or a bona fide reconstruction, merger or takeover of Fish4, without the Advertiser's consent.
10.6. No Third Party Benefit
10.6.1. The Advertiser acknowledges that Fish4 has entered into this Agreement for its own benefit and for the benefit of any of the Fish4 Affiliates providing the Advertising Services under this Agreement above and this Agreement is intended to be enforceable by such of those Fish4 Affiliates by virtue of the Contract (Rights of Third Parties) Act 1999.
10.6.2. Subject to Clause 10.6.1 above, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is a available apart from that Act.
10.6.3. Notwithstanding Clause 10.6.1 above, Fish4 and the Advertiser may agree to rescind or vary this Agreement without the consent of the applicable Fish4 Affiliates.
10.7. At the time of Acceptance, the individual clicking on the "Accept" button represents that he/she is duly authorised to enter into this Agreement.
10.8. Save as otherwise set out above, any notice required to be given under this Agreement will be in writing and will be sent to the Company Secretary of Fish4 at the registered office address set out at the beginning of this Agreement or to the duly authorised representative of the Advertiser identified pursuant to Clause 10.7 above or the Company Secretary of the Adviser if the Adviser is a company, as applicable. Any such notice may be delivered personally, by first class pre-paid letter, or by e-mail and such notice will be deemed to have been received: (1) if delivered personally - at the time of delivery; (2) if by first class post - 48 hours after the date of mailing; or if by e-mail - at the time of receipt of the e-mail by the Advertiser.
10.9. This Agreement is governed by the laws of England, and subject to the exclusive jurisdiction of the Courts of England.
- RATE CARD
Any additional works carried out for clients as stated in Clause 2 (9) of our General Terms and Conditions for Advertising (GTCA) will be charged at a rate of £50 per hour.