Terms & Conditions
These terms and conditions (Terms) apply to the Order placed by the Advertiser with the Company for advertising space on the Company’s Website.
If the Order is accepted by the Company, these Terms will be incorporated into the contract between the Advertiser and the Company (Contract). No other terms are implied by trade, custom, practice or course of dealing
The following definitions and rules of interpretation apply in this Contract.
Advertiser: the person or company placing the Order through the Website.
Advertising: a premium listing advert on the Website.
Advertising Fee: the charge for the Advertising set out or based on the Rate Card and confirmed by the Company.
Advertising Period: a minimum of one month from the Advertising Start Date and continuing on a monthly basis until terminated in accordance with these Terms and Conditions.
Advertising Policy: the advertising guidelines, standards, codes of practice and requirements notified to the Advertiser or available on the Website from time to time and those prescribed by the ASA.
Advertising Space: the space allocated by the Company for the Advertising at the Company’s absolute discretion.
Advertising Start Date: the date specified in the Order.
ASA: the Advertising Standards Authority.
Business Day: a day other than a Saturday, Sunday or public holiday.
Company: Superyacht Network Limited whose registered office is at 87 North Road, Poole, Dorset, England BH14 0LT (Company no. 07892853)
Order: the online order process made through the Website for Advertising.
Rate Card: the Company’s advertising rates current at the time the Advertising is accepted by the Company.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time as at the date of this Contract.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
- A reference to writing or written includes e-mail.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- References to clauses are to the clauses of this Contract.
- The Advertiser request Advertising Space on its own behalf by completing the Order.
- Each Order shall be deemed to be a separate offer by the Advertiser to place Advertising with the Company, which the Company shall be free to accept or decline at its absolute discretion. No Order shall be deemed to be accepted by the Company until it confirms acceptance of the Order by email or places the Advertising.
- The Advertiser will pay the Advertising Fee for the Advertising Space. The Advertising Fee is payable even if the Advertising is rejected or not placed in accordance with clause 3 below.
- The Advertiser shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Company in any way, and shall not do any act which might reasonably create the impression that the Advertiser is so authorised.
- The Advertiser shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Company.
- The Advertiser represents and warrants that the Advertising is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws and ASA requirements, does not infringe upon the rights of any other party, including but not limited to copyright, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights and is free from viruses. The Advertiser also warrants and represents that it has the unrestricted and exclusive right to provide the Advertising to the Company.
SUBMISSION AND APPROVAL OF ADVERTISING
- If the Order is accepted, the Advertiser will submit the Advertising to the Company at least 5 Business Days before the start of the Advertising Period for approval.
- The Advertiser warrants that the Advertising will comply with the Advertising Policy and will fully indemnify the Company for any costs losses expenses claims disputes or liabilities arising from any breach of the Advertising Policy.
- The Company will at its sole discretion decide whether or not the Advertising complies with the Advertising Policy. If it does not, the Company will, within 2 Business Days, notify the Advertiser that it has rejected the Advertising and will not be liable to the Advertiser for any costs associated with the Advertising.
- If the Company rejects the Advertising under clause 3.3 or if the Advertising does not meet the Company’s requirements it may, in its sole discretion use Advertising previously provided by the Advertiser.
- If the Company accepts the Advertising, it will use its reasonable endeavours to place the Advertising in the Advertising Space for the Advertising Period required by the Advertiser.
- The Advertiser agrees and acknowledges that whilst the Company will use its reasonable endeavours to meet the Advertiser’s requirements, no guarantee or warranty is given that this will happen and the placement of the Advertising is at the Company’s sole discretion including placing the Advertising adjacent or in relative proximity to competing products or services on the Website.
- Even after the Company accepts the Advertising, the Company has the right to remove it if it does not function correctly or is in breach of this Contract. The Company placing the Advertising on its Website does not signify its approval or waiver of the right to object to it in the future.
- The Company shall not have any liability in law or in equity to the Advertiser for failing to place or removing any Advertising in accordance with this clause.
- The Company reserves the right to place the word “advertorial”, “sponsored”, “advertisement”, “promotion” or similar wording within or adjacent to any Advertising which, in the Company’s opinion, resembles editorial material.
- If the Advertiser requires production or creative services the Company may provide this at the Advertiser’s cost at the Company’s then current rates.
- If the Company provides production or creative services under clause 3.10, the Advertiser acknowledges that the Company does so as agent for the Advertiser and that the Advertiser is solely responsible for all material, outcomes and Advertising relating to those services including their compliance with Advertising Policy.
COMPLIANCE WITH LAWS AND POLICIES
- Each party shall at its own expense comply with all laws and regulations relating to its activities under this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
- The Company does not guarantee any given amount of impressions, hits or links to the Advertising but will use its reasonable endeavours to ensure that the Website is available for display at all times. However, the Company is not responsible for periodic downtime for maintenance, backup, acts of God and other circumstances beyond its reasonable control or which are a normal part of the Internet business.
- The Company shall be responsible for tracking impressions and page visits for the Advertising on the Website and will report this information by email on a monthly basis. The Advertiser shall only use this information for its internal business and marketing planning and may not disclose it to 3rd parties without the Company’s prior written consent.
- The Company reserves all rights to use its discretion on all decisions and matters concerning placement of the Advertising, the content layout and format of the Website, its use of software solutions, hardware configurations and selection, system components, types and frequency of advertising including competitors to the Advertising, search engine results and search parameters and other operational and administrative matters relating to the Website.
- The Advertiser shall pay the Advertising Fee current on the date when the Advertising is accepted and any additional fees agreed with the Company.
- The Advertising Fee is payable by credit card (whether invoiced or not) prior to the start of the Advertising Period or within 5 Business Days of acceptance of the Advertising whichever is the earlier.
- If more than one Advertising Period is booked, the total Advertising Fee shall be payable at the start of the first Advertising Period or within 5 Business Days of acceptance of the Advertising whichever is the earlier.
- All sums payable under this Contract:
- shall be payable in pounds sterling
- are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question, where applicable depending on the Advertiser’s location and tax status;
shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to:
- lawfully avoid making any such deductions; or
- enable the payee to obtain a tax credit in respect of the amount withheld.
- If the Advertiser fails to make any payment due to the Company under this Contract by the due date for payment, then, without limiting any other remedy, the Advertiser shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Advertiser shall pay the interest together with the overdue amount.
- The Company will retain all proprietary rights in and to its Website and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information.
- The Advertiser hereby grants the Company a non-exclusive license to use the Advertising material provided, including all intellectual property rights trademarks and copyrights, during the term of this Contract.
- The Advertiser agrees to keep all details of this Contract and the Rate Card confidential and not disclose this confidential information to any person.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers or clients of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.3.
Each party may disclose the other party's confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Contract. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 8; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Contract.
COMMENCEMENT AND DURATION
- This Contract shall commence on the Advertising Start Date and shall continue, unless cancelled in accordance with clause 10 or terminated earlier in accordance with clause 11, for the Advertising Period.
- This Contract may be cancelled by the Advertiser at any time on providing one month’s prior notice by email to email@example.com.
- Advertising Fees for the cancellation period must be paid in full for the notice of cancellation to be effective. Advertising Fees paid in advance will not be refunded.
The Company may terminate this Contract with immediate effect by giving written notice to the Advertiser if the Advertiser:
- fails to pay any amount due under this Contract on the due date for payment and remains in default for more than 10 Business Days after being notified in writing to make such payment; or
- is in breach of its obligations in clause 3 of this Contract.
Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
- the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
- an event of insolvency in relation to either party;
- either party ceasing to trade or exist;
The expression an “event of insolvency” in Clause 11.2(c) includes:
- (in relation to a company or other corporation) the inability of the company to pay its debts, entry into liquidation whether compulsory or voluntary (except for the purpose of amalgamation or reconstruction), the passing of a resolution for a creditors’ winding-up, the making of a proposal to the company and its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs, the granting by the court of an administration order, and the appointment of a receiver or administrative receiver; and
- (in relation to an individual) an inability to pay or having no reasonable prospect of being able to pay his debts, the presentation of a bankruptcy petition, the granting by the court of an interim order, and the appointment of a receiver or interim receiver
And in relation to the various events of insolvency they are, wherever appropriate, to be interpreted in accordance and conjunction with the relevant provisions of the Insolvency Act 1986.
- The Company may terminate this Contract with immediate effect by giving written notice to the Advertiser if the Advertiser:
CONSEQUENCES OF TERMINATION
- Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
- On termination of this Contract, the Company shall not refund the Advertising Fee or any part of it to the Advertiser.
LIMITATION OF LIABILITY
Nothing in this Contract shall limit or exclude the liability of either party for:
- Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
- Fraud or fraudulent misrepresentation or wilful default.
- Any matter in respect of which it would be unlawful to exclude or restrict liability.
Subject to clause 13.1, the Company shall not under any circumstances whatever be liable to the Advertiser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- any loss of profit, revenue, or anticipated savings; or
- any loss that is an indirect or secondary consequence of any act or omission of the party in question.
- The total liability of the Company to the Advertiser in respect of all other loss or damage arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Advertising Fee paid during the term of this Contract.
- Nothing in this Contract shall limit or exclude the liability of either party for:
NO PARTNERSHIP OR AGENCY
- Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
- Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
- No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
ASSIGNMENT AND OTHER DEALINGS
- This Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.
- No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.
- If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 20.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
THIRD PARTY RIGHTS
No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).