Terms and Conditions for Agency Clients
The following Terms and Conditions apply to the sale of Airtime supplied by TMH Telemedia Services Limited.
Definitions
In these Terms and Conditions the following words and expressions shall have the following meaning:
"Airtime" - the television airtime for the Commercial sold by the Supplier in respect of the TV Stations
"Client" - the person, firm or company with whom the Contract is made by the Supplier.
"Commercial" - the TV commercial for which the Airtime is sold to the Client
"Contract" - the contract between the Supplier and the Client under which the Airtime is to be supplied by the Supplier to the Client.
"Intellectual Property" - All patents, trade and service marks, designs, typographical rights, registered designs, copyrights (including all copyrights in any drawings, specifications, manuals, designs and computer software), know-how and other confidential information and all other intellectual property rights and rights of a similar character in any part of the world.
"Scheduled Broadcast Date" - the day on which the Commercial will be broadcast on the TV Station
"Supplier" - TMH Telemedia Services Limited of 10 St Peters Court Colchester Essex CO1 1WD
"TV Stations" - God Channel, God 2, Revelation, TBN, UCB, Life TV, You TV, BEN, AC TV, OBE, Classic TV
References to the singular include the plural and references to the masculine include the feminine and vice versa.
1. The Contract
The Supplier contracts on these conditions only, and acceptance by the Supplier of any order from a Client shall be upon these conditions and shall override any other Terms and Conditions stipulated or incorporated by the Client in any negotiations or order unless previously confirmed in writing by the an authorised officer of the Supplier.
2. Confirmation of Contract
No contract exists between the Client and the Supplier until the Supplier has received and accepted a written confirmation of the order for Airtime signed by the Client which details the Airtime ordered, the relevant TV Station for which the Airtime is ordered, the Scheduled Broadcast Date, the fee charged by the Supplier, [together with the details of any additional expenses which are known at the time] and details of when invoices will be rendered together with any other information that the Supplier deems to be relevant.
3. Cancellation
Any cancellation of a Contract by the Client must be in writing addressed to the Supplier. In the event that the Client cancels the Contract the Client agrees to pay the Supplier a sum equal to the following percentages of the sums by way of agreed damages:
2 days or less before the Scheduled Broadcast Date |
75% of the Supplier's invoice |
3 to 10 days before the Scheduled Broadcast Date |
50% of the Supplier's invoice |
11 days or more before the Scheduled Broadcast Date |
25% of the Supplier's invoice |
In the event that a Contract is postponed rather than cancelled, the cancellation charges shall not apply as long as the Commercial is broadcast within 3 months of the Scheduled Broadcast Date. If the Commercial is not broadcast within 3 months of the Scheduled Broadcast Date the Contract will be deemed to be cancelled and the Client shall pay the Supplier 25% of the Supplier's invoice.
The Supplier may cancel the Contract in the event that the Airtime cannot be booked with the TV Station. In that event, the Client will receive a full refund of the Supplier's invoice.
4. Payment
4.1 Payment shall be made by cheque or BACS no later than 30 days after the end of the month including the Scheduled Broadcast Date, but the Supplier reserves the right to require payment for the Airtime at the time it is booked.
4.2 Where payment is not made in accordance with Clause 4.1 the Supplier shall be entitled to charge interest on the outstanding amount at the rate of 4% per month above the base rate from time to time of Lloyds TSB Bank Plc calculated from the date of delivery of the invoice.
5. Intellectual Property
5.1 All Intellectual Property rights subsisting in any material supplied by the Supplier in providing the Services shall be the property of the Supplier.
5.2 The Client shall be responsible for obtaining any necessary licences that are required for the legitimate exploitation of a third party's Intellectual Property rights in all material supplied by the Client for use during the performance of the Contract and the production of the Commercial.
6. Supplier's Warranty
The Supplier warrants and agrees that:
6.1 The services of the Supplier shall be provided with reasonable skill and care.
6.2 The warranty given in Clause 7.1 above is given in lieu of and shall be deemed to exclude all other warranties and conditions, whether expressed or implied, whether arising from common law, statute or otherwise.
6.3 The Contract is for the provision of the Airtime with the TV Stations on the Scheduled Broadcast Date. The Supplier cannot guarantee the time of the broadcast of the Commercial on the Scheduled Broadcast Date as this is entirely at the discretion of the TV Stations. Please see clause 9 below for the rules of the TV Stations.
7. Client's Obligations
7.1 The Supplier's services are limited to the sale of the Airtime and the Client shall be solely responsible for the production of the Commercial.
7.2 It shall be the sole responsibility of the Client to ensure that the Commercial is supplied to the TV Station at least 10 days in advance of the Scheduled Broadcast Date
7.3 The Client shall ensure that the Commercial conforms to the current guidelines of the Independent Television Commission ("ITC")
7.4 The Client shall ensure that the Commercial meets the technical standards and format required by the TV Station. The list of technical standards for the TV Station are attached to the written confirmation of order for Airtime
7.5 The Client shall ensure that the TV Station is supplied with a music cue sheet at least 14 days in advance of the Scheduled Broadcast Date
8. Liability
8.1 The Supplier's liability for breach of any warranty shall be limited to booking Airtime free of charge with the TV Station to the original value of the Contract. The Client accepts that this limitation on liability is reasonable in all the circumstances.
8.2 In no event shall the Supplier be liable to the Client for indirect or consequential loss or damage.
8.3 In no event shall the Supplier be liable to the Client or any third party for any direct or consequential loss arising out of the production, the technical quality or the content of the Commercial
8.4 The Client shall be liable for all direct and consequential loss arising from any breach of its obligations or breach of the rules of the TV Stations arising under these conditions.
8.5 In the event that the Airtime is not used due to the Commercial not meeting the rules of the TV Station as set out in clause 9 or any other rules of the TV Station made known to the Client at the time of the Contract, or for any breach of the Client's obligations under these conditions, the Client will only receive a refund for the Airtime in the event that the Supplier receives a refund for the Airtime from the TV Station.
8.6 The Client warrants and agrees that nothing contained in the Commercial breaches any third party's rights, any rights in Intellectual Property or contains any material of an illegal or defamatory nature and the Client shall indemnify the Supplier from and against all costs, claims, demands, expenses and all liability which the Supplier may sustain, pay or incur arising out of the Client's breach of this warranty
9. Rules of the TV Stations
9.1 The TV Stations reserve the right to refuse a Commercial if:
- The Commercial does not meet the technical standards required by the TV Station;
- The Commercial does not conform with the current ITC guidelines, the interpretation of which is at the discretion of the TV Station;
- The Commercial will compromise the integrity of the TV Station and its standing with its viewers, the interpretation of which is at the discretion of the TV Station
9.2 The TV Stations reserve the right to adjust the programming/advertising mix to ensure continuity of channel presentation
9.3 In the event that the Commercial is in relation to a book unknown to the TV Station, the TV Station reserves the right to refer the book to a panel of readers of the TV Station's choice to assess the suitability of the book. The Commercial will only be allowed to be aired on the TV Station at the discretion of the TV Station, if, in the opinion of the TV Station, the book is of suitable content to be advertised on the TV Station
9.4 The TV Station reserves the right to refuse any commercial from a registered charity that is not in good standing with the Charity Commission and the TV Station cannot accept any commercial from a charity that is in dispute with the Charity Commission or is under investigation by the Charity Commission until a positive outcome is known.
9.5 The TV Station reserves the right to limit the number of times the Commercial is broadcast per day.
10. Force Majeure
The Supplier shall be entitled to delay or cancel any Contract if it is prevented from or hindered in or delayed through any circumstances beyond its reasonable control including but not limited to strikes, lock-outs, accidents or war, unavailability of power at the point of supply or breakdown in equipment.
11. Data Protection and Privacy Policy
11.1 By agreeing to be bound by these Terms the Client consents to the Supplier collecting, storing and processing certain personal data about the Client, and where the Client is a Company about its servants or agents.
11.2 The data will be used to provide the Airtime and for the purposes set out below. Other than as set out below, the data will not be used other than in the normal course of the Supplier's business.
11.3 The Supplier may disclose information about the Client to its financiers, credit reference and debt recovery agencies, and third party service providers. They will add this information to their records and this may be seen by other organisations that carry out credit assessment searches.
11.4 The Supplier may disclose the Client's information to a person to whom it proposes to transfer its rights and/or responsibilities under any contract with the Client to which these conditions apply or to whom the Supplier transfers its business or a relevant part of its business. Such a person shall be entitled to process the Client's data in the same manner set out in these conditions.
12 General
12.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
12.3 In the event that any dispute or difference between the parties arising out of or in connection with these Terms cannot be agreed the matter shall first be referred to mediation in accordance with the mediation procedures of IDR Europe Ltd. The mediator shall be agreed on by the parties and failing such agreement within 15 days of a party requesting the appointment of a mediator and suggesting a name, the mediator shall be appointed by the President for the time being of the Suffolk and North Essex Law Society. Unless otherwise agreed the cost of mediation shall be borne by the parties equally. The use of mediation shall not be construed under the doctrine of laches, waiver or estoppel, to affect adversely the rights of either party.
12.4 English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English courts.