Terms and Conditions

Propertynews.com Ltd ONLINE ADVERTISING TERMS AND CONDITIONS

The following terms and conditions ("Terms") shall be deemed to be incorporated into the attached Insertion Order as defined below.

1. DEFINITIONS

1.1 In these Terms the following words and phrases shall have the following meanings: Advertisement means the advertising material submitted by the Advertiser, or requested for development by the Advertiser as detailed on the Insertion Order for display on the Website in the form of banner ads, buttons, pop-up ads, Microsite or similar and as specified in the Insertion Order; Advertiser means a person making a Booking for an Advertisement whether directly or indirectly with Propertynews.com and any advertising agency making such a Booking on a third party's behalf as set out in the Insertion Order; Advertiser Content means any text and/or audio and/or graphic material in whatever form supplied by or on behalf of the Advertiser for incorporation into Advertisements under the Contract including without limitation logos and trademarks; Advertiser Web Content means any content and/or services directly linked to the Advertisement; ASA means the Advertising Standards Association or equivalent or replacement body from time to time; Booking means a booking for an Advertisement from or for the Advertiser by any means including without limitation by fax, e-mail, or verbally as confirmed in the Insertion Order as accepted in accordance with Clause 2.1; Commission means the agreed amount of the Advertiser's commission (if any) detailed in the Insertion Order; Contract means the agreement between the Advertiser and Propertynews.com comprising the Terms, theInsertion Order, the Rate Card and the Specification; Display Date means the date agreed between the parties as set out in the Insertion Order for the upload/ launch of the Advertisement on the Website; Display Term means the preferred dates of display of the Advertisement on the Website agreed between the parties as set out in the Insertion Order; Insertion Order means the purchase order for the Advertisements attached to these Terms sent by Propertynews.com (whether in electronic or other format) to the Advertiser; Law means any law, statute, statutory subordinate legislation, rule, regulation, direction, guideline, code (whether having the force of law or not) of any governmental or regulatory authority or agency (including without limitation the British Codes of Advertising and Sales Promotion and other codes of practice written by the Committee of Advertising Practice and enforced by the ASA and any other relevant industry codes of practice) applicable to electronic and online advertising and/or the Advertisement; Microsite means the page or multi-page advertisements or promotions developed by Propertynews.com for the Advertiser in accordance with Clause 3.3 and accessed via the Advertisement; Rate Card means the standard rate card for an Advertisement provided to the Advertiser with the Insertion Order, which may change from time to time; Specification the technical specification for the Advertisement provided to the Advertiser with the Insertion Order; Term means the term of the Contract as set out in Clause 9.1; Viruses means any computer code, programming instruction or set of instructions that is intentionally and specifically constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or hardware; Website means the Propertynews.com website at URL www.Propertynews.com or such part(s) as specified in the Insertion Order; Working Day means Monday to Friday inclusive in each week except any Bank or Public Holiday in England .

2. TERMS AND CONDITIONS

2.1 By making a Booking, the Advertiser accepts in full the Contract and the Contract comes into force on the date of acceptance of a Booking by Propertynews.com. A Booking is accepted by Propertynews.com once Propertynews.com has sent the Insertion Order by e-mail (or any other format or delivery means) to the Advertiser and the acceptance date shall be the date of such email (or communication if other than by email).

2.2 No conditions other than those set forth in the Insertion Order or these Terms will be binding on Propertynews.com unless expressly agreed to in writing by an authorised representative of Propertynews.com. In the event of any inconsistency between the provisions of these Terms and the provisions of the Insertion Order, the Terms shall prevail.

2.3 The Advertiser's rights and obligations under the Contract (in whole or part) may not be assigned to any third party without the prior written consent of Propertynews.com.

2.4 Save as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising will be at Propertynews.com' sole discretion. The rates applicable to such renewal period (if any) are subject to change by Propertynews.com from time to time in its absolute discretion.

2.5 Propertynews.com shall not be prohibited from carrying Advertisements, microsites, advertising or any other equivalent material for any product or business competitive to the product or business of the Advertiser and, save as otherwise expressly agreed by Propertynews.com in writing by an authorised representative, no protection against the proximity of competitive products on the Website is given to the Advertiser by Propertynews.com.

2.6 The Advertiser grants Propertynews.com a royalty free non-exclusive assignable licence: a) to use the Advertiser Content for the purpose of enabling Propertynews.com (and its group companies and sub-contractors) to perform its obligations under this Contract; b) to market, display, perform, transmit and promote the Advertisement; and c) for users of the Website to have the right to access and use the Advertisement and the Advertiser Web Content.

3. DELIVERY, ACCEPTANCE AND PUBLICATION

3.1 The Advertisement and Advertiser Content must be delivered to Propertynews.com: a) in the agreed format and in accordance with the Specification and any other technical requirements notified by Propertynews.com; and b) two (2) Working Days before the Display Date or the date specified in the Insertion Order.

3.2 If, in Propertynews.com' sole opinion, the Advertisement and/or Advertiser Content does not comply with all requirements set out in these Terms and/or the Insertion Order, including without limitation, if the Advertisement and/or Advertising Material is not consistent with Propertynews.com' standards or any industry codes of practice applicable to it, or which would cause Propertynews.com to breach any statutory or regulatory duty or is not delivered by the date specified in Clause 3.1(b), Propertynews.com may reject the Advertisement and/or Advertiser Content and may, in its sole discretion, waive the Fees or charge such part or all of the Fees as it deems appropriate. For the avoidance of doubt, Propertynews.com is not obliged to notify the Advertiser that the Advertisement and/or Advertiser Content are unsuitable and/or give reasons of unsuitability.

3.3 If Propertynews.com agrees to supply a Microsite, then the following terms shall also apply: a) in consideration of payment of the Fees for the Microsite in accordance with Clause 6 and subject to the Advertiser supplying Advertiser Content in the format requested by Propertynews.com, Propertynews.com shall use reasonable endeavours to develop the Microsite in accordance with the Specification set out in the Insertion Order; b) the Advertiser shall accept the Microsite within two (2) Working Days of delivery of the Microsite to it for approval. The Advertiser shall only be entitled to reject the Microsite if the Microsite does not materially comply with the Specification (and such non-compliance is due to Propertynews.com) and provides Propertynews.com with a reasonable opportunity to rectify such non-compliance. If the Advertiser does not accept the Microsite it shall provide Propertynews.com with written details of the reasons of objection (in sufficient detail to enable Propertynews.com to identify and rectify such non-compliance)within two (2) Working Days of delivery and shall provide Propertynews.com with all necessary assistance to investigate and rectify the non-compliance. Upon receipt of such notice, Propertynews.com shall investigate and shall use reasonable endeavours to rectify the fault and/or modify the Microsite to materially comply with the Specification and shall re-submit to the Advertiser the Microsite for approval in accordance with this Clause. In the event Propertynews.com is unable to rectify the non-compliance to bring the Microsite into material compliance with the Specification [by the Display Date (or such other date pursuant to Clause 3.9)] and provided Propertynews.com is given reasonable opportunity (including the Advertiser providing sufficient details to identify the fault) to rectify the failing and such failing is solely the fault of Propertynews.com (and not for the avoidance of doubt due to the Advertiser Content), the Advertiser shall be entitled to a refund of Fees for the development of the Microsite (if such Fees have been paid in advance), Such refund shall be the Advertiser's sole and exclusive remedy for rejection of the Microsite. If notice of rejection is not received within two (2) Working Days of delivery, the Advertiser is deemed to accept the Microsite; c) the Advertiser acknowledges and agrees that the Microsite shall be developed by Propertynews.com solely for use on the Website and the Advertiser may not use nor has any rights to the Microsite for any other purpose and for the avoidance of doubt, Propertynews.com retains all rights and ownership in the Microsite (save for the Advertiser Content contained therein).

3.4 If the ASA or any other independent reputable industry body sets up a pre-clearance procedure for Internet advertising, the Advertiser agrees (at Propertynews.com' request) to submit all Advertisements to such organisation for pre-clearance (at Advertiser's sole cost) and the Advertiser shall provide satisfactory written confirmation of such clearance to Propertynews.com not less than seven (7) Working Days (or such other period agreed in writing by Propertynews.com in its sole discretion) prior to the day of the Display Date.

3.5 For the avoidance of doubt, any acceptance by Propertynews.com of a Booking shall not be deemed to constitute an acceptance by Propertynews.com that such Advertisement is provided in accordance with the Contract nor shall it constitute a waiver of Propertynews.com' rights hereunder.

3.6 Propertynews.com reserves the right at any time, in its sole discretion and without liability to the Advertiser (save as set out pursuant to Clause 3.6(b), which shall be Advertiser's sole and exclusive remedy) to reject or cancel any Advertisement or remove any Advertisement or link to an Advertisement from the Website during the Display Term if Propertynews.com determines in its sole discretion, that such Advertisement, the Advertiser Web Content or any portion thereof: a) violates any applicable Law or any industry code of practice applicable to Propertynews.com or would cause Propertynews.com to breach any statutory or regulatory duty; or b) is otherwise objectionable to Propertynews.com in which event alone, Propertynews.com shall refund to Advertiser a pro-rata portion of the Fees for the unused term of display which Advertiser has paid to Propertynews.com by way of compensation for rejection of the Advertisement .

3.7 Propertynews.com shall not be held responsible for any addition to, changes in, deletions from, delay in publication or withdrawal of an Advertisement required by any competent authority having jurisdiction over or responsibility for the regulation of electronic and on-line advertising on the Internet (including without limitation the ASA).

3.8 In any event and notwithstanding Clause 3.6, Propertynews.com reserves the right, in its absolute discretion, to do any act or thing in respect of the publication of a Advertisement (including without limitation the editing or cutting, non-publication, delayed publication or removal from the Website) without liability to the Advertiser who shall have no claim for damages or otherwise as a result thereof but the Advertiser shall remain liable to Propertynews.com for the Fees payable under this Contract.

3.9 The Advertiser acknowledges and agrees that the dates of the Display Term are nominal and denote only the planned duration of campaign. Propertynews.com does not warrant that the Advertisement will be displayed during the dates of the Display Term and/or not be displayed after the end date specified, however, Propertynews.com will use reasonable efforts to comply with the Advertiser's wishes in this regard. 3.10 Propertynews.com reserves the right to refuse to carry links to any sites from the Advertisement.

4. CANCELLATION

4.1 In the event of any requests for cancellation, prior notification must be given in writing to Propertynews.com. The Advertiser shall not be entitled to cancel a Booking unless in writing and more than four (4) Working Days (or such longer period as may be set out in the Insertion Order) before the commencement of the Display Date. If the Advertiser cancels the Booking four (4) Working Days (or such longer period as set out in the Insertion Order) or less before the day of Display Date, it shall be liable to pay at least 50% (fifty percent) of the Fees to Propertynews.com and in the event of a commission of a Microsite, the full amount of Fees shall be payable.

4.2 Unless a Booking is cancelled in accordance with this Clause 4 or Clause 3.6(b), the Advertiser shall remain liable to pay whether or not the Advertisement is published.

4.3 Without prejudice to the rights of Propertynews.com pursuant to Clause 4.1, Propertynews.com may in its absolute discretion be prepared to consider applications made in exceptional circumstances by the Advertiser for the cancellation and/or variation of Bookings subject always to the following conditions: (a) Propertynews.com being supplied with full details of the exceptional circumstances giving rise to the application by notice in writing at least five (5) Working Days prior to the day of the Display Date; (b) to the Advertiser paying to Propertynews.com, if Propertynews.com agrees to any cancellation and/or variation of Bookings a pro-rata cancellation fee determined by Propertynews.com acting reasonably.

4.4 For the avoidance of doubt, the arrangements pursuant to Clause 4.3 may be entered into by Propertynews.com at its absolute discretion and under no circumstances will Propertynews.com be obliged to give reasons for accepting or declining to accept an application for cancellation and/or variation made by an Advertiser.

5. AGENCIES AND COMMISSIONS

5.1 Where the Advertiser is an advertising agency making a Booking on a third party's behalf, (the "Agency") the Agency shall be deemed to contract as principal in all respects and as such will be personally responsible for the payment of the Fees.

5.2 Where specified on the Insertion Order, the Agency shall be entitled to the Commission by way of deduction before paying the Fees to Propertynews.com.

6. PAYMENT, ACCOUNTS AND AUDITS

6.1 The Advertiser shall be invoiced per Advertisement campaign and on a monthly basis. The initial invoice shall be sent at the end of each calendar month during the Term as detailed in the Insertion Order. Invoices shall be payable in full within 30 days of the date of invoice and all payments shall be made in pounds sterling unless otherwise agreed in Euros in advance by Propertynews.com

6.2 All sums due under this Contract are exclusive of value added tax, which shall be paid by the Advertiser at the rate and in the manner prescribed by law.

6.3 Sponsorship deals will be subject to a separate agreement between the parties that will stipulate amounts and payment dates of fees.

6.4 Queries and invoice disputes must be notified to Propertynews.com within fifteen (15) days from the date of the invoice. When a query has not been resolved before the due date and the amount under query is less than the overall amount of the invoice, any undisputed amount must be paid on the due date and any disputed amount is payable forthwith on resolution of the dispute.

6.5 The Advertiser acknowledges and agrees that once the Advertisement is displayed on the Website, there shall be no refunds or pro-rations of Fees even if Advertiser elects to discontinue display of the Advertisement prior to the expiration of the Display Term.

7. WARRANTIES AND INDEMNITY

7.1 The Advertiser is solely responsible for any liability arising out of or relating to: a) the Advertiser Content; b) the Advertisement; and c) the Advertiser Web Content.

7.2 The Advertiser warrants, represents and undertakes that: a) the Advertiser holds the necessary rights to permit the use of the Advertisement and/or Advertiser Content and/or any Advertiser Web Content for the purposes of this Contract and it shall be responsible for obtaining and paying for any applicable licences and consents for such Materials (and all content contained therein including without limitation any musical recordings and compositions and Advertiser Material contained therein) to enable Propertynews.com to publish the Advertisements on the Website and/or develop the Microsite in accordance with Clause 3.3 and the Advertiser shall be solely responsible for any and all payments due to third parties as a result of such publications; b) the Advertisement and any Advertiser Material contained therein and the Advertiser Web Content shall not infringe the copyright or any other intellectual property or proprietary rights of any third party or contain anything which is defamatory, offensive, obscene or misleading or which violates the privacy rights of any third party; c) the use, reproduction, distribution, or transmission of the Advertisement, Advertiser Content or Advertiser Web Content will not cause Propertynews.com to violate any statutory or regulatory duty (and, in particular but without limitation, that the Advertisement does not constitute an "investment advertisement" within the meaning of the UK Financial Services Act 1986, as amended, or that, if it does, it is permitted under section 58 of the Act) or any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity; d) it shall comply at all times with all applicable Law and guidelines issued by Propertynews.com from time to time and notified to the Advertiser; e) it shall not do anything that may bring Propertynews.com or Propertynews.com into disrepute; f) it shall not seek to advertise or promote any competitor of Propertynews.com or Propertynews.com (including any broadcasters) as part of the Advertisement; g) no Advertisement and/or Advertiser Web Content and/or Advertiser Web Content shall cause an adverse affect on the operation of the Website such that a substantial part of the Website is wholly or partially unavailable to users; h) all Advertisements and/or Advertiser Material shall be free of any Viruses; i) pursuant to Clause 10, it has notified the Information Commissioner under, and has and will comply with all relevant requirements of the Data Protection Act 1998 and has and will comply with all relevant requirements of the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any guidance issued by the Information Commissioner in relation to obtaining, storing and use of personal data derived from viewers of Advertisements or otherwise in connection with the Contract.

7.3 The Advertiser shall indemnify and hold Propertynews.com and Propertynews.com harmless against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities (including consequential losses and loss of profit and all reasonable legal costs and expenses) arising from any breach of its obligations under the Contract and/or the use, publication, reproduction or transmission of the Advertisement, Advertiser Content and/or Advertiser Web Content on the Website. 7.4 This Clause 7 shall continue in full force and effect notwithstanding any suspension or termination of this Contract.

8. LIMITATION OF LIABILITY

8.1 Under no circumstances shall Propertynews.com be liable to the Advertiser for indirect, incidental, consequential, special, exemplary damages, loss of profits or loss of goodwill (even if such damages are foreseeable, and whether or not Propertynews.com has been advised of the possibility of such damages) arising from any aspect of the advertising relationship provided for herein. Propertynews.com shall in no event be liable to Advertiser for more than the total amount paid to Propertynews.com by Advertiser hereunder in respect of a particular Advertisement.

8.2 Propertynews.com makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding Propertynews.com' services or any portions thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, Propertynews.com specifically disclaims any warranty regarding: a) the number of persons who will access the Advertisement; and b) any benefit Advertiser might obtain from including the Advertisement within the Website.

8.3 Without limiting the foregoing, Propertynews.com shall have no liability for any failure or delay affecting production or transmission of the Website and any Advertisement(s) incorporated in it, in any manner where such failure or delay results from any governmental action, third party act, fire, flood, storm, insurrection, earthquake, power failure, riot, explosion, war or terrorist activity, embargo, strikes or other industrial action whether legal or illegal, labour or material shortage, compliance with any law or governmental order, rule, regulation or direction, transportation interruption of any kind, work slowdown, transmitter or satellite degradation, failure of the Internet or other technical facilities or any other interruption or failure or other condition beyond the control of Propertynews.com.

9. TERM AND TERMINATION

9.1 The term of the Contract shall commence on the acceptance of a Booking in accordance with Clause 2.1 and shall continue in full force and effect until the completion of the display of the Advertisement in accordance with the Insertion Order unless terminated earlier in accordance with these Terms.

9.2 Without prejudice to its other rights and remedies under the Contract and law, Propertynews.com may at any time, notwithstanding anything contained in the Contract, forthwith terminate the Contract in whole or in part without prejudice to Propertynews.com' right to be paid by the Advertiser any monies due at the date of termination in the event of: (a) Propertynews.com' publication of the Website being restricted, curtailed or prevented by any Law or any other act or thing beyond Propertynews.com' control; (b) in its sole opinion the Advertisement and/or Advertiser Content in any way have an adverse effect on the name, trading image or business of Propertynews.com or its group companies; (c) the Advertiser is in breach of any term, condition or provision of the Contract; (d) the Advertiser fails to pay the Fees in accordance with Clause 6 of these terms and conditions.

10. DATA PROTECTION