It’s My Local Market Terms & Conditions
These terms set out the terms on which Bauer has agreed to feature the Advertiser on www.itsmylocalmarket.com subject to the Advertiser and their products or services being deemed suitable in Bauer’s sole discretion.
In these terms:
1.1. ‘Advertisement’ means a Digital Advertisement;
1.2. ‘Advertiser’ means the company or person (as the case may be) that is the distributor / owner of the product, service or brand which is being promoted in the Advertisement and the person who agrees to these contractually binding terms;
1.3. ‘Agreement’ means these terms and conditions;
1.4. ‘Applicable Law’ means the British Code of Advertising, Sales Promotion and Direct Marketing, the BCAP Code, CAP Code, all RadioCentre guidelines, all relevant codes under the general supervision of the Advertising Standards Authority and all other relevant laws, regulations and codes of practice applicable and for the time being in force in the United Kingdom, including (but without limitation) those governing privacy and the collection, storage and processing of personal data;
1.5. ‘Assets’ means any and all text, audio, graphics, digital files, photographs, film and accompanying product, brand or other information, provided by the Advertiser or any person acting on its behalf, which is used for or incorporated into an Advertisement
1.6. ’Bauer’ means BAUER RADIO LIMITED (Company No. 1394141) whose registered office is at Media House, Lynch Wood, Peterborough Business Park, Peterborough, PE2 6EA;
1.7. ‘Bauer Material’ means any material, whether in print, digital, audio-only, audio-visual or any other form, which belonged to Bauer prior to the date of this Agreement and / or which is otherwise developed and delivered by Bauer;
1.8 Commencement Date’ means the date the Advertiser accepts these terms and is accepted by Bauer as an Advertiser to be featured on the Website.
1.9. ‘Digital Advertisement’ means any digital display advertising, promotional, sponsorship, or similar material (including banners and home page takeovers) delivered on the Website (including all desk-top and mobile optimised sites),
1.10. ‘Intellectual Property’ means any and all patents, service marks, designs, utility models, unregistered or registered trade marks, business or trade names, copyright, design rights, know-how and all other similar rights of a corresponding nature;
1.11. ‘Services’ means products or services offered by Bauer including Advertisements;
1.12. ‘Term’ shall have the meaning set out at clause 2.
1.13 ‘Website’ means the online site [www.itsmylocalmarket.com] owned and operated by Bauer.
2.1. This Agreement commences on the Commencement Date.
2.2. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall continue until the expiry of written notice of termination provided by one party to the other (the “Term”).
2.3. The term of the Advertisement shall continue on a monthly rolling basis until notice is served by the Advertiser or Bauer, to the other party.
2.4. All terms which are expressly stated or are, by their nature, clearly intended to continue, shall continue beyond expiry or earlier termination of the Term.
- THE WEBSITE
3.1. Bauer may in its discretion publish and communicate Advertisements of the Advertiser to the public but shall not be obliged to do so.
- PARTIES’ OBLIGATIONS
4.1. The Advertiser accepting these terms represents, warrants and undertakes that:
- it is entitled to enter into this Agreement and to grant the rights and perform the obligations as specified in this Agreement;
- the Agreement is entered into and shall be operated solely for legitimate business activities;
- it will give Bauer written notice of any change of its name, trading style, identity or trading premises immediately (and in no more than 5 working days of such change);
- it has obtained or will obtain clearance (and shall pay all costs, royalties and expenses related to the same) necessary for Bauer’s exploitation of the Assets for the purposes of the Advertiser being featured on the Website and that Bauer’s use of such Assets will not violate or infringe any third party Intellectual Property, privacy, moral, or other proprietary rights;
- all information supplied to Bauer for use in connection with the Advertisement (including that which is contained within Assets) is accurate, complete and true;
- in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), the Advertiser is, or the Advertisement as a whole has been approved by, an authorised person within the meaning of that Act or the Advertisement is otherwise permitted by Applicable Law;
- the Assets and Bauer’s use of them in accordance with this Agreement complies with Applicable Law and will not constitute a libel or slander, nor be offensive, indecent, nor, if published or broadcast, would promote discrimination based on sex, race, religion, disability or age; and
- the Assets provided to Bauer have been produced using properly licensed software and do not contain viruses, bugs, worms, Trojan horses, harmful codes or other form of defect or contamination which could cause temporary or permanent damage to or will otherwise impair or harm or cause the malfunction of the software or hardware of any platforms on which Digital Advertisements will be delivered pursuant to this Agreement;
- during the Term, it will not knowingly do or say anything which is intended or is reasonably likely to cause harm to Bauer’s reputation or to otherwise bring Bauer or any of Bauer’s media platforms or brands into disrepute;
- in connection with this Agreement, it shall comply with all Applicable Laws including those relating to antibribery, anti-corruption and anti-money laundering;
- where any Advertisement containing time dependent or sensitive indications, offers and promotions shall not be presented in a way so as to, or found by a court or other body of competent jurisdiction to, mislead users of our Services;
- it will provide Bauer with any Assets reasonably required to execute the Advertisement and in a suitable format as specified by Bauer who shall have the right to change the Assets provided by the Advertiser as Bauer deems necessary or convenient to provide or optimise the Advertisement;
- it shall be responsible for taking and maintaining backups of any Assets provided by the Advertiser and for which the Advertiser is responsible for use beyond the scope of the Advertisement or beyond the Term. Bauer is not responsible for storing any Assets associated with the Advertisement following termination or expiry of the Agreement for any reason.
4.3. Bauer may, in its sole (but reasonable) discretion and without liability to the Advertiser, refuse to publish an Advertisement or any Assets, or if publication has already commenced it may refuse future publication (and for Digital Advertisements or remove from a Bauer website immediately), or require the Advertisement or Assets to be amended prior to any future publication, to:
- comply with any legal or moral obligations placed on Bauer or the Advertiser;
- avoid, or attempt to avoid, infringing a third party’s rights or Applicable Law;
- avoid / remedy the potential risk of bringing Bauer into disrepute or harming its reputation; or
- avoid the breach of Bauer’s internal policies or brand guidelines.
4.4. Bauer reserves the right (during the Term and for the purposes of the Advertisement) to publish any Assets previously supplied by the Advertiser.
- CHARGES AND SUITABILITY
6.1. Inclusion of Advertiser on the Website is provided free of charge. Therefore, inclusion of an Advertiser in any Advertisement or on the Website is at all times in Bauer’s discretion.
6.2 Bauer will decide which Advertisers to feature on the Website and in any Advertisement in relation to the Website with reference to specific criteria which include whether the business reasonably falls into the category of being a small business. No Advertiser which is in the sole opinion of Bauer promoting any indecent, damaging, harmful or distasteful products or services shall be featured on the Website.
- INTELLECTUAL PROPERTY RIGHTS
7.1. All Intellectual Property rights in and to the Bauer Material shall at all times remain vested in Bauer and nothing in this Agreement shall be construed as an assignment by Bauer of such Intellectual Property rights and all goodwill arising in or generated by the use of such Intellectual Property will accrue to and inure to the benefit of Bauer. The Advertiser must obtain Bauer’s written consent to use any Bauer Material during or after the Term and Bauer reserves the right to charge the Advertiser for such use.
7.3. The Advertiser hereby grants Bauer a non-exclusive, royalty-free licence during the Term to use and reproduce all Intellectual Property rights in and to the Assets for inclusion on the Website or creation of any Advertisement which may be agreed between the parties.
7.4. All Intellectual Property rights in and relating to the Assets shall at all times remain vested in the Advertiser and nothing in this Agreement shall be construed as an assignment by the Advertiser of any such Intellectual Property rights and all goodwill and rights arising in or generated by the use of such Intellectual Property pursuant to this Agreement will accrue to and inure to the benefit of the Advertiser.
7.5. At the end of the Term, Bauer shall no longer be entitled to use the Advertiser’s Intellectual Property, save that the Advertiser hereby grants Bauer a perpetual and royalty-free licence to use the Assets, as the same may appear within the Advertisements, for Bauer’s internal business uses and to promote its advertising services to other potential advertisers.
- LIMITATION OF LIABILITY
7.1. This clause 8 sets out the entire liability of one party to the other and, except as provided in this section, all other liability is excluded.
7.2. If Bauer is responsible for an error or omission in an Advertisement, Bauer shall correct the error or omission as soon as reasonably practicable upon receipt of written notification.
7.3. Bauer shall not be liable for failure to perform its obligations hereunder, to the extent that such failure arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including but not limited to any of the following: fires, Acts of God, flood, earthquake, windstorm or other natural disaster, strikes, interruption or failure of a utility service, failure of the internet, terrorism, key employees not being available to perform the services through death, illness or departure, or Governmental restriction. Bauer shall also not be liable to the Advertiser for the failure, corruption, interruption, downtime, virus or malfunction of any radio station, website or other digital platform, including but without limitation any 3rd party media platform.
7.4. Bauer will not be liable to the Advertiser if the success of the Advertisement is less than anticipated.
7.5. The Advertiser will indemnify Bauer and shall keep Bauer fully and effectively indemnified and hold Bauer harmless from and against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or indirectly as a result of the Advertiser’s breach or non-performance of any representation, warranty or other term of this Agreement, or as a result of any actual or alleged third party claim that the Advertiser’s Assets as used by Bauer infringes their intellectual property rights.
7.6. Nothing in this Agreement limits or excludes the liability of a party for death or personal injury resulting from its negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
7.7. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
7.8. Bauer shall not be liable to the Advertiser for loss of profits, business, goodwill and/or similar losses or loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses even if they knew or should have known of the possibility of, or could reasonably have prevented, such damages.
7.9. To the fullest extent permitted by law, Bauer shall have no liability to the Advertiser.
- Warranties and disclaimers
8.1. Bauer make no representations, warranties or guarantees that an Advertisement or the inclusion of the Advertiser on the Website shall generate any particular volume of business opportunities, or any particular profit or revenue.
8.2. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. The Advertiser shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person or agent (whether party to the Agreement or not) other than as expressly set out in this Agreement.
8.3. The Advertiser acknowledges that computer systems are not uninterrupted or fault free and Bauer does not make any representation or warranty in relation to such systems and the availability thereof. The Advertiser further acknowledges and agrees that occasional periods of downtime for repair, maintenance and upgrading may be required and Bauer cannot therefore guarantee uninterrupted provision of Services. Bauer will take all commercially reasonable steps to minimise any such periods of interruption or non-availability. The Advertiser shall promptly notify Bauer if they notice any problems with the availability or functioning of the Services so that Bauer can try to fix these problems.
8.4 Bauer shall have no liability to the Advertiser in respect of any third party claim.
8.5. Bauer does not, in any circumstances, approve or endorse any product or service that the Advertiser may market or sell through their use of the Services.
9.1. Advertiser may terminate this Agreement at any time and without reason by serving 14 days’ written notice to the other. Where notice has been served by an Advertiser Bauer will endeavour to remove the Advertiser and all Advertisements from the Website as soon as is reasonably practical.
9.2 Bauer may terminate this Agreement with immediate effect at any time, for any reason, in its sole discretion.
9.3. Unless expressly stated in this Agreement, on expiry or termination of this Agreement, all rights and obligations of the parties and the licences granted herein shall also come to an end.
- DATA PROTECTION
10.1. Unless otherwise agreed, no personal data will be transferred to the Advertiser by Bauer pursuant to this Agreement. The transfer of any personal data by Bauer to the Advertiser (in connection with this Campaign or otherwise) is subject to the Advertiser signing and complying with Bauer’s standard data sharing agreement. Under no circumstances will personal data be transferred to the Advertiser unless the Advertiser signs such data sharing agreement and provides Bauer with confirmation that it holds a valid registration with the Information Commissioner’s Office.
10.2. Each Party warrants that it shall comply with all relevant legislation and regulation governing the processing and transfer of personally identifiable data at all times. Bauer shall be the data controller of such personal data.
- CONFIDENTIAL INFORMATION
The terms of this Agreement (but not its existence), and any other information notified by one party to the other as being confidential, shall be kept strictly confidential at all times, unless required by law, order of a court of competent jurisdiction, in which event the disclosing party shall notify the other party as promptly as possible (and, if at all possible, prior to the making of any such disclosure) and shall use its reasonable commercial endeavours to ensure that such information continues to be treated as confidential. Notwithstanding the foregoing, the parties shall be entitled to disclose any such confidential information on a “need-to-know” basis under the same obligations of confidentiality as in this Agreement, to its professional advisors, employees, officers, contractors, agents and affiliated companies.
12.1. Bauer has the absolute discretion as the operator of the Website to amend these terms and conditions at any time and for any reason. Bauer provide no guarantee as to the period of time for which Advertisers shall receive Advertisements or be included on the Website free of charge. Bauer reserve the right to charge for this service and Advertiser’s featuring on the Website at any time in the future.
12.2. No waiver or indulgence by Bauer shall be effective save in relation to the matter in respect of which it was specifically given.
12.3. The Advertiser may not assign this Agreement in whole or in part.
12.4. These terms and conditions constitute the whole and entire agreement between Bauer and the Advertiser concerning the Advertisement and Website and supersede any and all previous agreements relating to the same.
12.5. A person who is not a party to this Agreement shall have no rights to enforce any of its terms whether under the Contracts (Rights of Thirds Parties) Act 1999, or otherwise.
12.6. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be severed from this Agreement and the remainder of the Agreement shall continue in full force and effect to the maximum extent permitted by law.
12.7. Each indemnity, disclaimer, warranty, undertaking as to defence, undertaking as to confidentiality and release in this Agreement, and agreement as to jurisdiction and governing law, shall survive the expiry or termination of this Agreement. All obligations and debts incurred pursuant to the Agreement prior to its termination or expiry shall survive the expiry or termination of this Agreement.
12.8. This Agreement which incorporates these terms shall be construed under and governed by the law of England and the parties submit to the exclusive jurisdiction of the English courts.