Gogreen2 Marketing Ltd Advertising Terms and Conditions:
If you have ticked the acceptance box by mistake or you do not agree with these terms and conditions you must contact Gogreen2 Marketing Ltd within 7 working days by Email email@example.com or by phone on +44(0)8447747513
The following terms and conditions (“Advertising Terms and Conditions”) are deemed to be incorporated into each advertising application (“application”) accepted by Gogreen2 Marketing Ltd (“Gogreen2 Marketing Ltd”) and or Channel2 Business Solutions:
- Terms of Payment
1.1 The Advertiser (as defined in the application) will be invoiced in a manner Gogreen2 Marketing Ltd considers to be appropriate to the campaign. The Advertiser must pay the invoiced amounts to Gogreen2 Marketing Ltd in pounds sterling, or in the currency specified in the application, within thirty (30) days after the date of the invoice.
1.2 The Advertiser must pay at the rates prescribed by applicable law all VAT (and all similar sales tax (if applicable)) on the amounts due under this application. All amounts paid by the Advertiser after the due date will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less) above the base lending rate of Gogreen2 Marketing Ltd’s main bank, from the date when payment was due until the date of payment is received, whether before or after judgment. If the Advertiser fails to pay, the Advertiser will be responsible for all expenses (including reasonable legal fees) incurred by Gogreen2 Marketing Ltd in collecting the amounts due.
1.3 The Advertiser represents and warrants that it contracts with Gogreen2 Marketing Ltd as principal, and has the authority to do so, notwithstanding that the Advertiser may be acting as an advertising agency or media buyer or in some other representative capacity.
1.4 Where the Advertiser agrees to spend an aggregate amount of money across a period of time, unless agreed otherwise, the Advertiser must spend at least 20% and at most 33% of the agreed aggregate amount of money in each quarter of that time period, subject to availability of the requested positions.
1.5 Where applicable, monies taken by Gogreen2 Marketing Ltd in the form of a deposit for page set up, press releases, or any application that requires initial time spent on set up will be NON REFUNDABLE.
1.6 You understand and agree that Gogreen2 Marketing Ltd will take payment in full when any product or service that we provide is due for renewal.
- Positioning and Licence
2.1 The Advertiser hereby grants to Gogreen2 Marketing Ltd a world-wide, non-exclusive, fully paid licence to reproduce, use and display on any Gogreen2 Marketing Ltd property or any third party property on which Gogreen2 Marketing Ltd distributes advertising, the advertisement and/or any materials (including all contents, trademarks and brand features contained therein) provided by the Advertiser in relation to the application and these Advertising Terms and Conditions (collectively, “Advertiser Materials”) and to modify the same to fit the format and look-and-feel of and to integrate with the functionality of the relevant Gogreen2 Marketing Ltd property and/or Gogreen2 Marketing Ltd’s technology. Features or works provided, promoted or hosted by Gogreen2 Marketing Ltd in relation to the application (in relation to which Gogreen2 Marketing Ltd shall have “executive producer” rights), shall (with the exception of any Advertiser’s trademark or brand features) belong to Gogreen2 Marketing Ltd unless expressly assigned to the Advertiser in writing.
2.2 Except as otherwise expressly provided in the application, positioning of Advertiser Materials within the Gogreen2 Marketing Ltd properties or on any page is at the sole discretion of Gogreen2 Marketing Ltd, and Gogreen2 Marketing Ltd will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
2.3 Gogreen2 Marketing Ltd does not guarantee the times, dates or positions of the advertisement(s), but Gogreen2 Marketing Ltd will use reasonable efforts to comply with the Advertiser’s wishes. If a booked advertisement is not published at all, due to the fault of Gogreen2 Marketing Ltd, Gogreen2 Marketing Ltd will supply an alternative publication date. If you choose not to accept this alternative date, your original booking will be cancelled and Gogreen2 Marketing Ltd will refund to you the amount already paid for your cancelled booking, as your sole remedy.
2.4 The Advertiser grants to Gogreen2 Marketing Ltd the express right to refer to and reproduce throughout the world all or part of any Gogreen2 Marketing Ltd property or service containing all or part of any of the Advertiser Materials on or in any promotional or advertising material or campaign promoting or advertising Gogreen2 Marketing Ltd (but not any promotional or advertising campaign paid for by Gogreen2 Marketing Ltd).
2.5 If the Advertiser wishes to request a change to positioning of advertisements, it must provide the relevant creatives and give prior written notice of at least 2 weeks before the end of a calendar quarter, such change to take place in the following calendar quarter. Failure to provide such prior notice will mean that the positions set out in the application prevail. Any requested change to positioning of advertisements will be decided at Gogreen2 Marketing Ltd’s sole discretion, subject to availability. In any event, the Advertiser will only request changes to the position of advertisements for up to a maximum of 20% of the monetary value of the placements each calendar quarter.
- Usage Statistics
Notwithstanding the provisions of the application, the Advertiser acknowledges that Gogreen2 Marketing Ltd has not made any guarantees with respect to usage statistics, which include, without limitation, levels of impressions or click-throughs for any advertisement or for any position specified for each advertisement. Gogreen2 Marketing Ltd provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and Gogreen2 Marketing Ltd will not be held liable for any claims relating to any usage statistics however supplied. The Advertiser acknowledges that usage statistics provided by Gogreen2 Marketing Ltd are the official, definitive measurements of Gogreen2 Marketing Ltd’s performance on any delivery obligations provided in the application.
Except as expressly set out in the application, any renewal of the application and acceptance of any additional advertising order will be at Gogreen2 Marketing Ltd’s sole discretion. The rates applicable to such renewal period (if any) are subject to change by Gogreen2 Marketing Ltd from time to time in its absolute discretion.
4.1 Gogreen2 Marketing Ltd will accept /take payment and invoice advertisers annually except when instructed in writing thirty days prior to any expiry.
- No Assignment or Resale of Ad Space
The parties may not resell, assign or transfer any of its rights hereunder, except to any of their Affiliates provided that such Affiliates are not competitors of the other party. Any other attempt to resell, assign or transfer such rights will entitle the other party to terminate this contract immediately, without liability on the part of the terminating party. “Affiliate” means in respect of a party its “holding company”, its “subsidiary company” or a subsidiary company of its holding company, as those terms are defined in section 736 of the Companies Act 1985.
- Limitation of Liability
6.1 If Gogreen2 fails to publish any advertisement or deliver the number of impressions or click-throughs provided in the application, Gogreen2 Marketing Ltd’s liability will be limited (at the option of Gogreen2 Marketing Ltd) to either: (a) as soon as reasonably practicable, publishing the advertisement (or a replacement advertisement if provided by the Advertiser) on positions agreed in the application or in alternative positions agreed with Advertiser for such time as is necessary to generate a number of substitute impressions or click-throughs of equivalent monetary value to the shortfall; or (b) refund to the Advertiser that proportion of the amounts already paid which relate to those advertisements and/or impressions or click-throughs which were not provided, and if the amounts were not paid by the Advertiser, agree that such amounts will not be due or payable. Gogreen2 Marketing Ltd will only provide a refund to the Advertiser under clause 6.1(b) if: (i) the creative arrived within the time limits specified in the application; (ii) the creative performed in accordance with the relevant Gogreen2 Marketing Ltd technical specifications and (iii) cancellations and changes to media schedules were notified within the timeframe set out in clause 2.5.
6.2 In no event will Gogreen2 Marketing Ltd be responsible in contract, tort, negligence or otherwise, for: (a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at all any advertisement in accordance with the application. Gogreen2 Marketing Ltd shall not be liable for any features or works provided, promoted or hosted by Gogreen2 Marketing Ltd in relation to the application which have been downloaded by a user.
6.3 Where the Advertiser uses a third party server to serve advertisements to Gogreen2 Marketing Ltd: (i) Gogreen2 Marketing Ltd will have no liability and the Advertiser will hold only the third party server (and not Gogreen2 Marketing Ltd) liable for the failure to publish any advertisement or deliver the number of impressions or click-throughs as provided in the application or any other loss of any kind suffered by the Advertiser where those failures or losses are due to or arise out of or in connection with any act or omission of the third party server; and (ii) the statistics provided by Gogreen2 Marketing Ltd are the official and definitive measurements. Gogreen2 Marketing Ltd reserves the right to terminate at Gogreen2 Marketing Ltd’s sole discretion the right of the third party server to serve the Advertiser’s advertisements to Gogreen2 Marketing Ltd’s network. In the event of such termination, Gogreen2 Marketing Ltd may serve the advertisements instead.
6.4 Without limiting the foregoing, Gogreen2 Marketing Ltd will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Gogreen2 Marketing Ltd affecting production or delivery in any manner.
6.5 Gogreen2 Marketing Ltd does not limit or exclude liability for death or personal injury caused by its negligence.
6.6 Each of the provisions of this clause 6 are to be construed separately and independently of the other, and if any provision of this clause 6 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 6 (or any other clause herein) which will remain in full force and effect.
Advertisers Representations; Indemnification
7.1 The Advertiser warrants and represents to Gogreen2 Marketing Ltd that:
7.1.1 It has the right to publish and/or otherwise transmit all of the contents of the Advertiser Materials, and can grant to Gogreen2 Marketing Ltd such right, and that such publication will not, including in the jurisdiction in which it is published and/or transmitted: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law, regulation, contract or Gogreen2 Marketing Ltd policy. Furthermore, that it is solely responsible for the acquisition of all third party clearances, permissions and licences which are necessary in connection with the publication/transmission of the Advertiser Materials in the relevant jurisdiction, and for the payment of all applicable royalty fees and for all payments or royalties, if any, payable to any collecting society or under any collective bargaining agreement or otherwise.
7.1.2 The Advertiser Materials do not contain anything that is defamatory, obscene, false or misleading.
7.1.3 It has complied with all relevant advertising laws and codes of practice including (without limitation) those issued by the Committee of Advertising Practice in the UK or the Advertising Standards Authority for Ireland as applicable and all other relevant industry codes of practice.
7.1.4 Unless the Advertiser is an “authorised person” within the meaning of the Financial Services and Markets Act 2000 (“the Act”), you agree that the Advertiser Materials submitted pursuant to the application either: (a) does not constitute an invitation or inducement to engage in investment activity within the meaning of the Act; or (b) has been approved by an “authorised person” within the meaning of the Act or is otherwise permitted under the Act and the Advertiser has expressly notified Gogreen2 Marketing Ltd in writing of this.
7.1.5 It does not collect or use personal information through its Advertisements on any Gogreen2 Marketing Ltd property without permission from the user. The Advertiser may not combine, co-mingle, compare or match any information that they legally collect via its Advertisements on any Gogreen2 Marketing Ltd property with any personal information, clickstream or cookie information that they may have.
7.2 The Advertiser agrees to indemnify and keep indemnified Gogreen2 Marketing Ltd and all relevant affiliate companies in the Gogreen2 Marketing Ltd group of companies of whom the ultimate parent company is Gogreen2 Marketing Ltd. and hold such entities harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred as a result of any breach of the above warranties or otherwise in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices) arising from the Advertiser Materials and /or any material (of the Advertiser or otherwise) to which users can link through the advertisement.
- Provision of Advertising Materials
The Advertiser will provide all Advertiser Materials (including GIF or JPEG files), in accordance with Gogreen2 Marketing Ltd’s country by country requirements, including as set out in the application, including (without limitation) the manner of transmission to Gogreen2 Marketing Ltd, the lead-time prior to publication of the advertisement and such technical specifications as Gogreen2 Marketing Ltd may require from time to time. Gogreen2 Marketing Ltd will not be required to publish any Advertiser Materials that have not been received in accordance such requirements and reserves the right to charge the Advertiser, at the rate specified in the application, for inventory held by Gogreen2 Marketing Ltd pending receipt of acceptable materials from the Advertiser which are past due. Unless otherwise agreed with Gogreen2 Marketing Ltd. the Advertiser may be charged up to £1,000 for each late delivery of material for any Front Page campaign and up to £250 for each late delivery of material for each campaign on any other Gogreen2 Marketing Ltd property.
- Right to Reject Advertisement
All contents of Advertiser Materials are subject to Gogreen2 Marketing Ltd’s approval. Gogreen2 Marketing Ltd does not undertake to review the contents of any Advertiser Materials and any such review of and/or approval by Gogreen2 Marketing Ltd will not be deemed to constitute an acceptance by Gogreen2 Marketing Ltd that such Advertiser Materials are provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of Gogreen2 Marketing Ltd’s rights hereunder. Gogreen2 reserves the right at any time in its absolute discretion to:
9.1 Reject or cancel any Advertiser Materials, application, URL link, space reservation or position commitment; and/ or
9.2 Remove any Advertiser Materials from any of the Gogreen2 Marketing Ltd properties or any page.
Cancellations and Construction
10.1 The Advertiser cannot cancel the application unless otherwise agreed with Gogreen2 Marketing Ltd in writing.
10.2 Where approved in writing between the parties, the parties agree to be bound by applications entered into electronically (including via email and/or agreed digital signature software) and the parties waive any right to contest the validity of such applications and related communications, which shall be admissible in court. The parties shall use appropriate security measures to guard against unauthorised access, alternation or destruction of such applications and communications.
10.3 No conditions other than those set forth in the application or these Advertising Terms and Conditions will be binding on Gogreen2 Marketing Ltd unless expressly agreed to in writing by an authorised representative of Gogreen2 Marketing Ltd.
10.4 In the event of any inconsistency between the application and these Advertising Terms and Conditions, these Advertising Terms and Conditions will prevail.
Confidentiality and Public Announcements
11.1 The provisions of the application and all communications passing between the Advertiser or any of its agents and Gogreen2 Marketing Ltd are confidential and must not be disclosed to any third party except: (a) by the Advertiser to its qualified accountants or legal advisers; (b) by Gogreen2 Marketing Ltd to its qualified accountants or legal advisers; or (c) as otherwise agreed by the parties in writing or as otherwise required by law.
11.2 If the parties have executed a non-disclosure agreement prior to the date of this Agreement (“Non-Disclosure Agreement”), then: (a) the Non-Disclosure Agreement is hereby incorporated into this Advertising Terms and Conditions by reference whether or not it is attached to the application; and (b) each party must comply with its obligations in the Non-Disclosure Agreement.
11.3 The Advertiser and its agents are hereby put on notice that Gogreen2 Marketing Ltd and its Affiliates are particularly sensitive to public statements about the Gogreen2 Marketing Ltd web services, their contractual relationships and product plans, and improper or ill-timed statements are likely to have a detrimental effect on the business of Gogreen2 Marketing Ltd and its Affiliates and may contravene applicable law. Consequently, the Advertiser and its agents must not, and must ensure that any person acting on its behalf does not, make any public announcement in respect of the application or the relationship between the parties without prior written consent of Gogreen2 Marketing Ltd including without limitation any pre-announcement in respect of the display of advertising on any Gogreen2 Marketing Ltd property. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Advertiser and any communication that the Advertiser knows will or is likely to be made public. Any breach of this clause 11.3 by the Advertiser will be deemed to be a breach of confidentiality under clauses 11.1 and/or 11.2.
These Advertising Terms and Conditions, together with the application (i) will be governed by and construed in accordance with, the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts; and (ii) constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties. Clauses 6, 7, 11 and 12 will survive any expiry or termination of these Advertising Terms and Conditions. Gogreen2 Marketing Ltd’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any loss suffered by a Gogreen2 Marketing Ltd Affiliate as a result of a failure by the Advertiser or its Affiliates, representatives or sub-contractors to comply with its obligations under these Advertising Terms and Conditions shall be deemed to be suffered by Gogreen2 Marketing Ltd and for the purposes of any claim, Advertiser waives all objections to Gogreen2 Marketing Ltd bringing any claim where loss or damage has been suffered by a Gogreen2 Marketing Ltd Affiliate and not Gogreen2 Marketing Ltd. If an agency is signing the application on behalf of the Advertiser, the agency is listed on the first page of the application and it represents that it has the authority to bind the Advertiser to the application and these Advertising Terms and Conditions and agrees to indemnify Gogreen2 Marketing Ltd for any breach of this representation and to pay on behalf of the Advertiser in accordance with clause 1.1 above.
Save in respect of the entities referred to in clause 7.2 but notwithstanding any other provision in these Advertising Terms and Conditions, a person who is not a party to these Advertising Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Advertising Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act. For the avoidance of doubt, any claim resulting from a loss on the part of any Gogreen2 Marketing Ltd Affiliate may be brought by the relevant Gogreen2 Marketing Ltd Affiliate notwithstanding the fact that it is not a party to the Advertising Terms and Conditions.
By accepting these terms and conditions you and your organisation are entering into a legally binding contract.