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Advertising in our publications - terms and conditions
Last updated: 11 April 2012 13:31The following conditions apply to all advertisements accepted for inclusion in Flagship, House Talk, Term Times or Link (PCC staff magazine) and to all future Portsmouth City Council publications that accept advertising.
Adverting terms and conditions
The following terms and conditions shall be binding on any party placing an Advertisement (as defined below) by a company , business or individual (“Company”) with Portsmouth City Council
1. DEFINITIONS
The words below are agreed to mean as follows:
1.1 “Advertisement Period” shall commence and end on the dates set out in the Order Form.
1.2 “Company’s Products” shall mean the products and services of the Company, which are briefly described in the Order Form or Invoice setting out all intellectual property rights including copyright, trademarks, service marks, logos, designs, slogans, text, artwork, title, recordings, scripts, music, photographs, artwork, products, artistes, graphic, computer generated material, all consents, releases, moral rights, contractual obligations obtained, paid for or due.
1.3 “Territory” shall be the United Kingdom.
1.4 “Advertisement” shall mean advertising of the Company’s Products in any of the Advertiser’s publications.
1.5 “Advertising Fee” shall be the total sum payable by the Company to the Advertiser in respect of any Advertisement placed on its behalf by the Advertiser.
1.6 “Order Form” means the order form signed by the Company for the placing of an Advertisement.
1.7 “Invoice” means the invoice submitted to the Company by the Advertiser for its fees in respect of the placing of the Advertisement.
2. APPOINTMENT OF ADVERTISER
2.1 The Company agrees to appoint the Advertiser as the promotion agent for the purpose of promoting and advertising the Company throughout the Territory for the Advertisement and for the duration of the Advertisement Period in accordance with the terms of this Agreement.
2.2 In consideration of the payment of the Advertising Fee, the Advertiser agrees to provide its non-exclusive services to the Company to act as agent to promote and advertise the Company and/or the Company’s Products for the Advertisement throughout the Territory for the duration of the Advertisement Period in accordance with the terms of this Agreement.
3. COPYRIGHT
3.1 The Advertiser confirms and acknowledges that all intellectual property rights including trademarks, copyright and any other rights in the Company’s Products, together with any goodwill, are and shall remain the sole and exclusive property of the Company and that the Advertiser shall not acquire any rights or interests in the Company’s Products, including any developments or variations at any time.
3.2 The Advertiser assigns to the Company all present and future intellectual property rights including copyright and any other rights in the product of its services in respect of the Company and the Company’s Products within its possession or control throughout the universe for the full period of the copyright and any extensions or renewals in perpetuity.
3.3 The Advertiser undertakes to ensure, as far as reasonably possible, that all third parties engaged to produce any material in furtherance of this Agreement shall agree to assign the product of their services in all media throughout the world for the full period of the copyright and any extensions and renewals to the Company so that they retain no intellectual property rights whatsoever.
3.4 The Advertiser agrees to execute any document or do anything required by the Company to confirm that all intellectual property rights including copyright and any other rights in the product of its services under this Agreement belong to the Company.
3.5 The Company confirms and acknowledges that all copyright, trademark, service mark, logo and any other rights in the Advertiser’s trademark, design and logo, together with any goodwill are and shall remain the sole and exclusive property of the Advertiser and that the Company shall not acquire any rights or interests in the Advertiser’s trademark, design or logo, including any developments or variations.
4. OBLIGATIONS OF THE ADVERTISER
4.1 The Advertiser agrees to provide its services to the best of its skill and ability and shall perform all services under this Agreement diligently to ensure that the Company and/or the Company’s Products are promoted and marketed in the most cost effective manner during the Advertisement Period.
4.2 The Advertiser shall, as far as possible, keep the Company fully informed on a regular basis as regards any negotiations with any third party in respect of the Advertiser’s obligations under this Agreement.
4.3 The Advertiser confirms that it has full power and authority to enter into and perform this Agreement and is not bound by any other agreement that adversely affects this Agreement.
4.4 The Advertiser undertakes not to use any commercially sensitive information provided by the Company to the Advertiser during the Advertisement Period to the commercial detriment of the Company at any time.
4.5 The Advertiser shall not be entitled at any time to exploit commercially any mailing lists provided by the Company to the Advertiser during the course of this Agreement without the prior written consent of the Company.
4.6 The Advertiser agrees to provide the following copyright notice, trademark, service mark, logo and credit to the Company in any publicity, promotional, advertising and packaging material concerning the Company and the Company’s Product(s).
4.7 The Advertiser acknowledges that the Company shall be entitled, upon request, to be provided with a copy of any contract, record, document, software or other material in the possession or under the control of the Advertiser relating to the Company or the Company’s Products.
5. OBLIGATIONS OF THE COMPANY
5.1 The Company agrees to pay to the Advertiser the Advertising Fee set out in the Order Form or Invoice within the timeframe stated on the form. Interest will be applied to any overdue payment at the rate of two percent over the base rate of Barclays Bank Plc until judgment or sooner payment.
5.2 The Company confirms that it is the sole owner of or controls all intellectual property rights including copyright and any other rights in the Company and the Company’s Products throughout the world in accordance with the statement set out in the Schedule for the Company’s Product during the Advertisement Period.
5.3 The Company confirms that it has full title and authority to enter into this Agreement and is not bound by any previous agreement that adversely affects this Agreement.
5.4 The Company confirms that [the Company and] the Company’s Products do not contain any obscene, offensive or defamatory material and will not expose the Advertiser to any civil or criminal proceedings during the Advertisement Period.
5.5 The Company confirms that the Company’s Products do not contain any material that infringes the copyright, trademarks or any other rights of any third party in the Territory.
5.6 The Company agrees to supply at its sole cost and expense on loan at the Company’s risk, copies of such artwork and samples of material relating to the Company and the Company’s Products in its possession or control, including any trademark, logo or other credit which may be required by the Advertiser for the purposes of this Agreement.
5.7 The Company confirms that a product liability insurance policy is and will be in force throughout the Territory covering any claims, actions or damages which may arise as a direct or indirect result of the use by the public of the Company’s Products, together with all other products or services owned or controlled by the Company which the public would reasonably associate with the Company.
5.8 The Company undertakes not to use any commercially sensitive information provided by the Advertiser to the Company during the Advertisement Period to the commercial detriment of the Advertiser at any time.
6. Conditions of Acceptance by Advertiser
6.1 The Advertiser reserves the right to omit or suspend any advertisement at any time, in which case the Company agrees not to make a claim against the Advertiser for damages or breach of contract or otherwise. Such omissison or suspension shall be notified to the Company as soon as possible.
6.2 Every care is taken to avoid mistakes, but the Advertiser and its agents cannot accept liability for any errors due to third parties, subcontractors or inaccurate copy instructions.
6.3 The Company will indemnify the Advertiser and its agents in full in respect of any claim made against it resulting from the Advertisement.The Company warrants that the advertisement copy is legal, decent, honest and truthful and that it complies with the British Code of Advertising practice and does not contravene the Advertiser’s advertising policy.
6.4 All cancellations made within twenty-eight days of the copy deadline will be charged in full by the Advertiser.
7. MUTUAL INDEMNITY
7.1 The Company and the Advertiser mutually undertake to indemnify the other against all liabilities, claims, demands, actions, costs, damages or loss arising out of any breach by either party of any of the terms of this Agreement.
7.2 In the event of any claim, dispute or action in connection with clause 7.1, the Company and the Advertiser shall cooperate with each other in the exchange of information at the earliest opportunity. The indemnifying party shall have the sole conduct of the prosecution or defence of any claim arising. The indemnified party shall not settle any such matter without first consulting the other party.
8. CONFIDENTIALITY
8.1 The Company and the Advertiser shall not disclose to any third party any confidential business or future plans of the other party at any time acquired during the existence of this Agreement and no reference shall be made to the terms of this Agreement by either party in any advertising, publicity or promotional material, without the prior written consent of the other party.
9. AMENDMENTS AND ALTERATIONS
9.1 This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the parties. Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each party.
10 NO PARTNERSHIP
10.1 This Agreement shall not be deemed to create any partnership, employment, or agency relationship between the parties. Neither party shall be entitled to pledge, comment or authorise any matter that is not set out under the terms of this Agreement.
11 NOTICES
11.1 Without prejudice to the right to serve notices by any other means, any notice served under this Agreement shall be served as follows:
11.1.1 First class prepaid post that shall be deemed to be received two days thereafter (excluding Saturdays, Sundays and public holidays) if sent to the following addresses:
the Company: as set out on the Order Form or Invoice;
the Advertiser: Portsmouth City Council, Civic Offices, Guildhall Square, Portsmouth, PO1 2BG
11.1.2 By facsimile or e-mail, which shall be deemed to be received upon receipt, provided that a successful delivery report can be produced:
12 VALUE ADDED TAX
12.1 All sums payable under this Agreement are exclusive of any value added tax that may be payable by either party.
13 THIRD PARTIES
13.1 The Advertiser shall not assign, transfer, charge or make over this Agreement or any of its rights or obligations without the prior written consent of the Company. The Company may transfer, charge or make over any part of this Agreement to any third party provided that the Advertiser is paid the Advertising Fee.
13.2 This Agreement is not intended to confer any benefit or burden upon any third party not a signatory to this Agreement.
14 FORCE MAJEURE
14.1 In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the Company or the Advertiser, including such events as war, industrial action, floods or Acts of God, such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this Agreement. In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond its reasonable control for a continuous period of sixty days then either party may, at its discretion, terminate this Agreement by notice in writing at the end of that period.15 TERMINATION AND EXPIRY OF THE AGREEMENT
15.1 In addition to any other rights and remedies at law, this Agreement may be terminated by giving written notice to the other party who has breached this Agreement or defaulted in the following circumstances:
15.1.1 where the Company or the Advertiser has failed to account or make payments as required under this Agreement;
15.1.2 where the Company or the Advertiser has committed a breach of its obligations under this Agreement;
15.1.3 where the Company or the Advertiser goes into voluntary or involuntary liquidation;
15.1.4 where the Company or the Advertiser is declared insolvent, either in bankruptcy proceedings or other legal proceedings;
15.1.5 where an agreement with creditors has been reached by the Company or the Advertiser due to its failure or inability to pay its debts as they fall due; or
15.1.6 where a receiver is appointed over the whole or part of the Company’s or the Advertiser’s business.
