Terms & Conditions
Goodman Associates Limited
1. Standard Terms and Conditions for Advertisers/clients
These terms and conditions (“Standard Terms”) shall be deemed incorporated by reference into any insertion order (the “Insertion Order”) submitted by the advertiser or its agency set forth in the Insertion Order (collectively, “Advertiser”) and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing.
All Insertion Orders are subject to acceptance by Goodman Associates Ltd.
The Standard Terms and Insertion Order shall be collectively known as the “Agreement.” Advertiser and its agency (if applicable) shall be jointly and severally responsible under this Agreement.
Term of Agreement.
The term of this Agreement commences on the Acceptance Date set forth in the Insertion Order and terminates on the End Date set forth in the Insertion Order or such later date as the parties may agree seperately in writing.
Insertion orders are binding contracts and are non-cancellable once agreed and confirmed. Advertisers will be obliged to fulfill all bookings agreed in any confirmed Insertion Order.
For the avoidance of doubt, this means that should an Advertiser/client terminate their contract then they would be still required to complete all bookings that have been previously confirmed on the Insertion Order.
Terms of Payment.
Goodman Associates Ltd. will invoice Advertiser as set forth in the Insertion Order and as provided herein below. Payment as set forth in the Insertion Order shall be made to Goodman Associates Ltd. within the terms set out in the invoice. Amounts unpaid after such date shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including legal fees) incurred by Goodman Associates Ltd. in collecting such amounts.
Without limiting any other remedy available to Goodman Associates Ltd. in law or equity, in the event that Advertiser is in default of its obligations hereunder, including without limitation delinquent in payments required to be made hereunder, Advertiser shall upon notice by Goodman Associates Ltd. cease and desist from any further use of any Registrations or other information acquired under this Agreement.
All payments due hereunder are in UK Sterling Pounds and are exclusive of any applicable taxes. Advertiser shall be responsible for all applicable taxes.
Advertiser’s Representations; Indemnification.
Advertiser represents and warrants to Goodman Associates Ltd. that Advertiser holds all necessary rights to permit the use of the advertisement by Goodman Associates Ltd. for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisement, any data regarding users, and any material to which users can link, or any products or services made available to users, through or as a result of the advertisement will not
(a) violate any criminal laws, including without limitation public laws and regulations, or any rights of any third parties,
(b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable law or code, or
(c) use any trademark, trade name, or corporate name of Goodman Associates Ltd – without the prior written consent of Results Ltd..
Advertiser agrees to indemnify, defend and hold Goodman Associates Ltd. and Third Parties (if any, and including, but not limited to Goodman Associates Ltd. data and, or technology Partners,) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to
(i) breach of any of the foregoing representations and warranties, or
(ii) any third party claim arising from use of or access to the advertisement under this Agreement or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement.
Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancellable by Advertiser. If Advertiser cancels the Insertion Order, in whole or in part, prior to the End Date or prior to the cancellation date permitted in the Insertion Order, Advertiser agrees to pay Goodman Associates Ltd. a cancellation fee equal to the commission due if the campaign had run as booked in addition to all costs incurred.
Right to Reject Advertisement; Positioning.
All contents of advertisements are subject to Goodman Associates Ltd.’s approval. Goodman Associates Ltd. reserves the right to reject or cancel any advertisement, airtime, Insertion Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by Goodman Associates Ltd. that any placement thereof may subject Goodman Associates Ltd. to criminal or civil liability).
During the term of this Agreement, and until such time as the