1. Definitions
In these Terms and Conditions the following terms shall have the meanings set out below:
“i-Believe Network” ; Any website represented by i-Believe.
“Insertion Order” means a purchase order between a seller of interactive advertising and a buyer (usually an advertiser or its agency);
“Impression” means a measurement of responses from a Web server to a page request from the user browser, which is filtered from robotic activity and error codes, and is recorded at a point as close as possible to opportunity to see the page by the user;
“Advertiser” means the company paying for the advertisement.
2. Scope
Unless otherwise stated, these Terms and Condition s apply to the following advertising:
§ Display advertising on all i-Believe properties (internet and mobile)
§ Search Marketing sponsored listings
§ Editorial and advertorial
§ Sponsorship and brand marketing
§ Advergaming
§ Advertising sold on behalf of third parties
§
3. The ASAI and CAP codes
i-Believe strictly adheres to the advertising codes as set out by the ASAI and CAP respectively. The following Terms & Conditions are in addition to these codes and not instead of them.
4. Terms of Payment
All Invoices are due for payment in full no later than 90 days from the date of the Invoice or on complete delivery of the campaign.
Any reference that the advertiser requires to have stated in the i-Believe invoice must be supplied with the Insertion Order. Failure to do so will not be accepted as grounds for non-payment of the invoice after it falls due for payment.
Any required changes to Insertion Orders will only be accepted by submission of a revised Insertion Order and will be subject to the terms set out below.
Campaign payment will be based on the i-Believe DFP's metrics only.
5. Positioning and License
5.1 The Advertiser hereby grants a world-wide non-exclusive, fully paid license to reproduce and display the advertisement (including all contents, trademarks and brand features contained therein) in accordance with the Insertion Order and these Advertising Terms and Conditions.
5.2 Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the i-Believe network or on any page is at the sole discretion of i-Believe and it’ publishers, and i-Believe will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
5.3 i-Believe does not warrant the date or dates of insertion of the advertisement(s) and does not warrant that the advertisement(s) will not be displayed after the end date specified. However, i-Believe will at all times use reasonable efforts to comply with the Advertiser's wishes in these regards.
5.4 The Advertiser grants to i-Believe the express right to reproduce throughout the world screen shots of all or part of any i-Believe publisher containing all or part of any of the advertising materials supplied by the Advertiser to i-Believe on or in any promotional or advertising material or campaign promoting or advertising the i-Believe network.
6. Usage Statistics
Notwithstanding the provisions of the Insertion Order, the Advertiser and i-Believe will not be held liable for any claims relating to any usage statistics however supplied. The Advertiser acknowledges that delivery statistics provided by i-Believe are the official, definitive measurements of any i-Believe publisher performance on any delivery obligations provided in the Insertion Order. No other measurements or usage statistics (including those of the Advertiser or a third party ad server) will be accepted by i-Believe or have bearing on this Agreement.
7. Renewal
Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at
i-Believe’s sole discretion. The rates applicable to such renewal period (if any) are subject to change by i-Believe from time to time in its absolute discretion.
8. Delivery of the Advertisement
8.1 The Advertiser must make available to i-Believe, a minimum of three (3) working days (or 5 working days in case of rich media formats or non-standard advertising formats) prior to the Start Date:
(a) all the advertising materials necessary to enable i-Believe to publish the Advertisement on the Media Vehicle; and
(b) a copy rotation for the Advertisement.
8.2 In the event that the Advertiser fails to provide an Advertisement to i-Believe within the timescales set out in Clause 5.1, i-Believe may still, at its discretion use its reasonable endeavours to procure the placement of the Advertisement on the date(s) or during the period and in the manner specified on the Advertising Order but shall be entitled to impose an additional charge on the Advertiser for doing so. Where an Advertisement cannot be placed as planned as a result of such late delivery, i-Believe shall remain entitled to invoice the Advertiser for the Charges in full.
8.3 i-Believe shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the Start Date as specified in the Advertising Order, where such delay is the result of the Advertiser’s failure to meet its obligations set out in Clause 5.1.
8.4 The Advertiser will ensure that any Advertisement that it delivers to i-Believe complies with the provisions of this Agreement.
9. No Assignment or Resale of Ad Space
The Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights will entitle i-Believe to terminate this contract immediately, without liability on the part of i-Believe.
10. Limitation of Liability
10.1 If i-Believe fails to publish any advertisement or deliver the number of impressions as provided in the Insertion Order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the Insertion Order), i-Believe’s liability will be limited (at the option of i-Believe) to either:
(a) publishing the advertisement (or a replacement advertisement if provided by the Advertiser) as soon as is reasonably practicable in the period following the period during which the advertisement was scheduled to run and for such time as is necessary to generate a number of substitute impressions equal to the shortfall, or
(b) refund to the Advertiser that proportion of the amounts paid which relate to those advertisements and/or impressions which were not provided or, if the relevant amounts were not paid by the Advertiser, agree that such amounts will not be due or payable.
10.2 In no event will i-Believe be responsible for any indirect, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production and anticipated savings arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Insertion Order.
10.3 Without limiting the foregoing, i-Believe 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 i-Believe affecting production or delivery in any manner.
10.4 i-Believe does not limit or exclude liability for death or personal injury caused by its negligence.
10.5 Each of the provisions of this clause 7 are to be construed separately and independently of the other, and if any provision of this clause 7 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the exemption of such provision will not affect the other provisions of this clause 7 (or any other clause herein) which will remain in full force and effect.
11. Advertisers Representations; Indemnification.
11.1 The Advertiser warrants and represents to i-Believe that:
11.1.1 It has the right to publish all of the contents of the advertisements, and can grant to i-Believe such right, and that such publication will not:
(a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy, and
(b) violate any applicable law or regulation.
11.1.2 The advertisements do not contain anything which is defamatory, obscene, false or misleading.
11.1.3 It has complied with the codes of practice issued by the Advertising Standards Authority for Ireland in respect of electronic and online advertising and all other relevant industry codes of practice.
11.1.4 The advertisement submitted pursuant to the Insertion Order either:
(a) does not constitute an investment advertisement within the meaning of the Financial Services Act 1986 ("the Act") or other applicable law, 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 i-Believe in writing of this.
11.2 The Advertiser agrees to indemnify and keep indemnified i-Believe and hold i-Believe harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by i-Believe 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 sales practices) arising from the advertisement and /or any material (of the Advertiser or otherwise) to which users can link through the advertisement.
11.3 The Advertiser agrees to verify and approve that the campaign specifications as detailed on the insertion order are correctly stated. Failure to sign and return the insertion order will be deemed as acceptance of the campaign specification as stated on the insertion order. Campaign specifications include the campaign start and end date; the creative size and format; the CPM (cost per mile) and number of impressions to be delivered; targeting details.
12. Provision of Advertising Materials
The Advertiser will provide all materials for the advertisement (including GIF or JPEG files), in accordance with i-Believe's practices and policies in effect from time to time, including (without limitation) the manner of transmission to i-Believe, the lead-time prior to publication of the advertisement and such technical specifications as i-Believe may require from time to time. i-Believe will not be required to publish any advertisement that has not been received in accordance with such policies and practices and reserves the right to charge the Advertiser, at the rate specified in the Insertion Order, for inventory held by i-Believe pending receipt of acceptable materials from the Advertiser which are past due.
13. Right to Reject Advertisement
All contents of advertisements on the i-Believe network are subject to approval and clearance procedures of individual publishers. i-Believe does not undertake to review the contents of any advertisements and any such review of and/or approval by i-Believe will not be deemed to constitute an acceptance by i-Believe that such advertisement is provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of i-Believe's rights hereunder. i-Believe reserves the right at any time in its absolute discretion to:
13.1 Reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment; or
13.2 Remove any advertisement from any of the i-Believe publishers.
13.3 i –Believe does not intentionally or otherwise represent any sites or advertisements which contain barred content, see definitions below.
(a) Hate Content, Obscenity and Indecency:
Content articulating views intended or reasonably likely to cause or incite hatred of any race, religion, creed, class or ethnic group. Content articulating views calculated to cause offence to or incite hatred of any individual or group: Content explicitly glorifying or delivering for the purposes of entertainment, scenes or descriptions of non-consensual pain, suffering, death, torture or ill-treatment of humans or animals. Content that is obscene or indecent under prevailing legislation. Video content that may not be distributed under prevailing legislation, including without limitation because it requires (but lacks) a video classification certificate or because of the restricted nature of the classification it has been given.
(b) Bombs/guns/ammunition:
Content offering genuine or replica guns, bombs, ammunition or other offensive weapons for sale. Content glorifying the use of or offering technical information on the illegal use of guns, bombs, ammunition or other offensive weapons.
(c) Invalid Clicks:
Invalid clicks are clicks generated automatically or wrongfully.Examples of invalid clicks include repeated manual clicking or the use of robots, automated clicking tools, or other deceptive software. Invalid clicks are sometimes intended to artificially or maliciously drive up an Advertiser's clicks or a Publisher's earnings.
(d) Spyware:
Any software covertly installed on a user’s machine (as distinct from the legitimate addition of a cookie to the appropriate location within the user’s browser software).Typically, Spyware is:
· Installed without the user's informed consent:
Cannot be easily uninstalled or disabled; and- Covertly transmits information about the user's activities to a remote host, often used to facilitate delivery of advertising messages, often with a high frequency
· A sub-set of Spyware is malware (malicious code:
A defining characteristic of malware is that it is intended to cause harm or be used for criminal purposes. Examples of malware include keystroke loggers, password sniffers, spam launchers, remote access tools (RATs) or screen capture utilities. Malware may deliver viruses, worms or Trojans.
(e) Unauthorised code requests(anywhere that the code requesting the ad isn’t owned by the publisher) Any ad code requests from sites to whom the Sales House has not intended to assign the campaign, typically generated through unauthorised duplication of a Publisher’s site HTML code.
(f) Legality:
Any other content that infringes applicable laws or regulations, or the rights of any person or entity.
14. Cancellations and Construction
The Advertiser cannot cancel the Insertion Order. No conditions other than those set forth in the Insertion Order or these Advertising Terms and Conditions will be binding any publisher represented by i-Believe unless expressly agreed to in writing by an authorised representative of i-Believe. In the event of any inconsistency between the Insertion Order and these Advertising Terms and Conditions, these Advertising Terms and Conditions will prevail.
15. Confidentiality and Public Announcements
15.1 The provisions of the Insertion Order and all communications passing between the Advertiser and i-Believe 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 I-Believe to its qualified accountants or legal advisers, or
(c) as otherwise agreed by the parties in writing or as otherwise required by law.
15.2 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 Insertion Order, and
(b) each party must comply with its obligations in the Non-Disclosure Agreement.
16. Rights of Third Parties
16.1 The Publisher may enforce this Agreement against the Advertiser subject to and in accordance with its terms and the provisions of the Contracts (Rights of Third Parties) Act 1999.
16.2 Except as provided in Clause 14.1, a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
16.3 Notwithstanding Clauses 14.1 and 14.2, the Parties may by agreement rescind or vary the terms of this Agreement without the consent of the Publisher.
17. Insurance
17.1 Each Party shall take out a public liability insurance policy covering the risks relating to the performance of its obligations under this Agreement with a first rate insurance company.
17.2 Each Party must provide the other Party, upon request, with an insurance certificate certifying that the abovementioned policy has been taken out.
18. Miscellaneous
These Advertising Terms and Conditions, together with the Insertion Order
(i) will be governed by and construed in accordance with, the laws of Ireland, and the parties submit to the non-exclusive jurisdiction of the Irish 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 8, 9, 13 and 15 will survive any expiry or termination of these Advertising Terms & Conditions.
