“t4 Media” means T4 Media Limited or any company substantially under the same ownership, including but not limited, T4 AdBarriers Ltd.
“Customer” means the person ordering Services from t4 Media as set out in the Agreement.
“Services” means the services which t4 Media is to supply in accordance with these terms of business.
“Contract” means the contract between t4 Media and the Customer to which these terms apply.
“t4 Media Concept” means the concepts of TicketBoy and/or AdGates developed by t4 Media for the exploitation of advertising sites and forming the subject matter of this Contract’.
“Gimpacts” means the anticipated number of impacts. Statistics relating to Gimpacts are stated in good faith but these are estimates only. They should not be relied upon as statements or representations of fact. t4 Media gives no warranties relating to the numbers of Gimpacts wherever stated.
2. Formation of contract
2.1. These terms shall apply to all transactions between t4 Media and the Customer and shall supersede any prior agreement between the parties and, in particular, prevail over any purchase terms submitted by the Customer. All requests for Services by the Customer shall be deemed to be an offer by the Customer to purchase the Services pursuant to these terms. These terms and conditions shall be deemed to be incorporated in contracts arising from orders for the display of advertisement copy accepted by the contractor.
2.2. If any of these terms in whole or in part shall be held to be invalid or inapplicable to the Contract the remainder of these terms shall continue in full force and effect as if the remaining terms formed the whole of the Contract.
2.3. Where t4 Media makes a tender, gives a quotation or otherwise offers to supply any Services, the same shall not constitute a contractual offer. The Contract shall only be concluded by t4 Media’s issue of it’s official Booking Confirmation as signed by the client.
2.4. No agent or employee of t4 Media has authority to make any representations concerning the Services or to vary these terms or the terms of any tender, quotation, estimate, offer or contract unless such representation or variation is confirmed in writing by a director of t4 Media. In entering into the Contract, the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
2.5. The Customer shall be responsible to t4 Media for ensuring the accuracy of the terms of any order for Services (including any applicable specification) submitted by the Customer, and for giving t4 Media any necessary information relating to the Services required within a sufficient time to enable t4 Media to perform the Contract in accordance with its terms.
2.6. An accepted order may be cancelled or varied by the Customer only with t4 Media’s written consent and the giving of such consent shall not in any way prejudice t4 Media’s right to recover from the Customer full compensation for any loss or expense (including without limitation loss of profit) arising from such cancellation or variation.
2.7. a) Subject to Clause b) below all orders and subsequent contracts may be cancelled by either party by 3 months written notice given at any time. In the event of notice being given after the start of the 3rd month before the in charge date the contract shall then be cancellable at corresponding monthly intervals. In all cases where the 3 months notice is given by the principal after the start date of the 3rd month before the in charge date the principal shall pay the rate applicable to the period of display. Provided always that in the event of a principal giving notice to cancel a display out of time the contractor will accept such a notice on payment of the following percentages of the total gross contract price, namely;
15% if less than 3 months but more than 2 months notice is given,
40% if less than 2 months but more than 1 months notice is given:
90% if less than 1 month notice is given.
b) Till countermanded orders may be cancelled by either party by 3 months written notice given at any time before the in charge date.
3.1. Prices offered by t4 Media are on the basis that the Customer permits the Services to be performed (or, as the case may be, to begin to be performed) at or by the time provided by the Contract or (in the absence of any specified time) within 30 days of the conclusion of the Contract. In the event of delay by the Customer beyond such time t4 Media shall be permitted (without prejudice to any other remedy available to it) to adjust its price in accordance with any intervening change in its published prices or otherwise to cover any additional cost incurred as a result of the delay.
3.2. All prices offered by t4 Media are, unless otherwise stated, exclusive of Value Added Tax.
4.1. All payment for the Services including, for the avoidance of doubt, payments pursuant to clause 2.7, shall be made punctually by the Customer unless otherwise agreed by t4 Media in writing without previous demand at such times and in such amounts as may be expressly agreed between t4 Media and the Customer and in default of such express agreement payment shall be made in full at the time of the commencement of the supply of the Services. Any remaining sums due and unpaid shall carry interest at the rate of 4% per annum above the base lending rate of Lloyds TSB Bank PLC applicable from time to time.
4.2. If any sums become overdue, t4 Media may without prejudice to any other right or remedy available to it:-
4.2.1. suspend all further supplies of Services until payment in full thereof has been made;
4.2.2. at its option cancel the Contract as regards any Services which remain to be supplied there under.
4.3. If in the opinion of t4 Media the credit worthiness of the Customer shall have deteriorated before performance of the Services t4 Media may require full or partial payment of the price before performance of the Services or the provision of security for payment by the Customer in a form acceptable to t4 Media.
4.4. Unless otherwise agreed by in writing, payment terms shall be 30 days from date of invoice.
5. Delivery and time of performance
5.1. If the Contract between t4 Media and the Customer specifies a time for performance of t4 Media obligations there under such time shall not be of the essence of the Contract. Customers may not change a time for performance agreed with t4 Media without the prior written consent of t4 Media.
5.2. Where the Services are to be supplied in instalments, each supply shall constitute a separate contract and failure by t4 Media to supply any one or more of the instalments in accordance with these terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
5.3. If t4 Media fails to supply the Services (or any instalment thereof) for any reason other than any cause beyond t4 Media’s reasonable control or the Customer’s fault, and t4 Media is accordingly liable to the Customer, t4 Media’s liabilities shall be limited to the excess (if any) over the price of the Services of the cost to the Customer (in the cheapest available market) of similar services to replace those not supplied.
5.4. t4 Media will place advertising material at the desired location up to 7 days after the date agreed between t4 Media and the Customer for the placement of such advertising material and may remove such advertising material without penalty up to 7 days before the expiry of the agreed period of display of such advertising material.
5.5. t4 Media reserves the right to replace or substitute any sites in the event of the unavailability of all or part of any booked campaign due to operational or other reasons and the client agrees to accept at t4 Media’s sole discretion advertising sites of comparable value.
6. Advertising Material
6.1. In the event that the Customer supplies its own advertising material the Customer will be responsible for maintaining the advertising material in good and substantial condition throughout the term of the Contract and in particular the Customer will keep the advertising material free from graffiti, fly-posters, stickers and labels. The Customer shall be obliged to provide replacement advertising material where t4 Media considers that the advertising material on display is no longer in good and substantial condition and the Customer shall bear the cost of maintenance, replacement and removal of the advertising material from time to time.
6.2. All advertising material to be supplied by the Customer shall be submitted 30 days in advance of installation to t4 Media for t4 Media’s approval, whose decision, save for manifest error, shall be final and binding. Once the content and format of the advertising material has been agreed upon by both t4 Media and the Customer, t4 Media will use its reasonable endeavours to display the advertising material on the advertising site, as practically as possible provided that t4 Media shall not be liable in any manner whatsoever should the Customer have any complaint concerning the quality, content or display of the advertising material. The Customer agrees only to use advertising material of a type approved by t4 Media, and the Customer will, if required, alter or amend the advertising material in accordance with t4 Media’s instructions prior to the same being displayed. t4 Media shall be entitled to refuse any advertising being displayed where such advertising promotes either directly or indirectly alcohol or cigarettes or which has political connotations or intent or which includes an element of racial or sexual discrimination or which do not comply with the policy of the site owner or manager. The time and date for the installation or removal of advertising material shall be approved in advance by t4 Media.
6.3. Once orders for print or any other form of production have been received by t4 Media whether verbal or in writing these shall be irrevocable, uncancellable and unchangeable other than at the sole and absolute discretion of t4 Media. In the event that artwork or any specifications or any other part thereof are received by t4 Media less than 30 days before the in charge date any consequent delay in posting the campaign shall be the client’s sole responsibility and t4 Media reserves the right at its sole discretion to charge the advertiser for all campaign time booked including that during which advertising does not appear. Clients should forward all material on a signed-for basis only and note that any delayed receipt of artwork and/or production material could result in compound delays in posting of advertising.
6.4. The Customer shall indemnify and keep indemnified t4 Media against all losses and claims for injuries or damage to any property whatsoever or to any person entering upon any location at which the advertising material is displayed where such loss, injury or damage is caused by the display or installation of the advertising material and the Customer shall be liable for all claims, demands, proceedings, damages, costs, charges and expenses (including legal costs and expenses on a full indemnity basis) whatsoever in that respect or in relation thereto provided that the Customer’s liability to indemnify t4 Media shall be reduced proportionately to the extent that the loss, injury or damage was contributed to by any negligent act or omission of t4 Media or its employees or agents.
6.5. If t4 Media at any time in its absolute discretion or as directed by the advertising site owner or manager requires any advertising material to be removed or re-sited then t4 Media may serve written notice on the Customer requiring such removal or resitement within 48 hours of the Customer receiving the written notice. The Customer shall make good all damage caused at the relevant location and in the event that the Customer refuses or fails to do so within the period of notice stipulated by t4 Media, then t4 Media shall be entitled to carry out such removals and making good and to be reimbursed all expenses therefore from the Customer and the Customer hereby authorises t4 Media to dispose of any advertising material in such manner as t4 Media deems fit following removal. The Customer shall have no claim against t4 Media for any liability loss or damage arising from the removal of any advertising material save that any payments made under the Contract shall be adjusted accordingly by t4 Media (whose decision shall, in the absence of manifest error, be final and binding).
6.6. The Customer shall be responsible for all business rates or other local governmental or regional or local authority taxes levies or duties that apply in relation to the display of any advertising material, and to the extent that t4 Media has paid the same, the Customer undertakes to promptly reimburse t4 Media.
6.7. The Customer warrants to t4 Media that all advertisements which t4 Media arranges to be displayed on behalf of the Customer under the Contract will comply with all statutory and other legal and regulatory requirements and provisions in place from time to time including, without limitation the British Codes of Advertising and Sales Promotion and will be free from obscene or defamatory material and will not breach the copyright or other rights of any third party and that all necessary licences and consents will be obtained and paid for by the Customer for the placement of such advertisements. The Customer shall indemnify and keep indemnified t4 Media against all losses, claims, demands, proceedings, damages, costs, charges and expenses (including legal costs and expenses on a full indemnity basis) whatsoever that arise as a consequence of a breach by the Customer of the terms of this clause.
6.8. t4 Media shall be entitled to charge the customer an additional fee in the event that t4 Media is required to store any advertising material on behalf of the customer.
6.9. Whether a signed booking has been accepted or not, t4 Media reserves the right to reject any advertising in whole or in part since all copy is subject to the final approval of site owners. In the event that the site owner rejects advertising for any reason t4 Media will reduce the advertisers bill pro-rata only. It also reserves the right at its sole discretion to substitute sites as per clause 5.5 above.
6.10. Production and posting costs quoted to clients cover an initially booked campaign period. In the event that any campaign is extended, whatever its original duration, t4 Media reserves the right to bill clients for production and posting costs and will then refresh all advertising material in accordance with its quality standards.
6.11. Not withstanding any of the foregoing conditions, t4 shall not under any circumstances be liable to compensate or replace any advertisement at a cost greater than that relating to the cost of a media campaign booked, pro-rated down to the number of individual sites concerned and again pro-rated down to the percentage of the period booked.
7. Terms as to quality, descriptions etc
7.1. Subject as expressly provided in these terms, and except where the Services are supplied to a person dealing as a consumer (within the meaning of Unfair Contract Terms Act 1977) all warranties, conditions and other terms implied by statute, common or European Community law are excluded to the fullest possible extent permitted by law. If t4 Media has provided in any presentation, tender, estimate, quotation or offer any drawing or specification of the Services to be supplied, including, but not limited to, estimates relating to parking volumes or referred to as guaranteed impacts or ‘gimpacts’ the same are to be taken as approximate only and intended to give a general idea only of the Services in question unless they are expressly warranted in writing as accurate.
8. Limitation of liability
8.1. t4 Media shall not be liable for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) unless it has been expressly notified by the Customer in writing before the conclusion of the Contract that loss of the kind suffered might be caused in the event of such breach.
8.2. t4 Media shall not be liable for any physical damage done to other property of the Customer or third parties or any loss or damage resulting there from.
8.3. Except in respect of death or personal injury caused by the negligence of t4 Media, its employees or agents, t4 Media’s liability to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or duty at common or European Community law, or under the express terms of the Contract, including costs, expenses, or other claims for compensation whatsoever (whether caused by the negligence of t4 Media, its employees or agents or otherwise) which arises out of or in connection with the supply of the Services shall not exceed the price of the Services except as expressly provided in these terms.
8.4. The Customer is strongly advised to insure in respect of any liability of the kind excluded or limited by these terms.
8.5. While every reasonable care will be taken of the advertising material, neither t4 Media nor its employees or agents will be responsible for loss or damage in transit or during the period the advertising material is displayed or for its return at the termination of the Contract and the Customer shall not make any claim against t4 Media or its employees or agents in respect of loss or damage to property or persons whatsoever save for the negligence of t4 Media, its employees or agents. On expiry or termination of the Contract the Customer shall be responsible for the cost of removing the advertising material, including making good the sites at which the advertising material is displayed.
8.6. No warranty is given by t4 Media as to the suitability or the physical condition of any proposed location for the display of advertising material nor is any warranty given that t4 Media has the authority to grant the customer the right to display advertising material at any proposed location without infringing any legislation (including, without limitation, planning permission) or obligation under any lease.
8.7. Where any advertising site is withdrawn through no fault of t4 Media, t4 Media shall not be liable for any consequential loss or damage caused to the Customer and t4 Media shall, in its absolute discretion have the sole right to provide any alternative advertising site which, in t4 Media’s sole opinion offers similar advertising value to the Customer.
8.8. Where any advertising site is withdrawn for any reason and no alternative advertising site has been substituted in its place, then provided that the Contract specifies a minimum number of advertising sites to be provided and that any such withdrawal causes the number of sites provided to fall below that minimum, t4 Media shall reduce the cost of the Services in proportion to such reduction.
9. Insolvency of the Customer
In the event of the Customer making any voluntary arrangement with its creditors or becoming bankrupt, subject to an administration order or going into liquidation, as the case may be, or any encumbrancer taking possession of any of the property of the Customer or a receiver being appointed, then t4 Media shall be entitled to cancel the Contract or suspend any further supplies of Services under the Contract without any liability to the Customer and if the Services have been rendered but not paid for, the price shall become immediately due and payable.
10. Intellectual Property Rights
10.1. The Customer acknowledges and confirms that it shall not obtain or assert rights or any intellectual property rights in the t4 Media Concept or the name thereof and that nothing in this Contract shall be taken as an assignment of such rights. The Customer covenants that it will not make any representations or do any act which may be taken to indicate that it has any right title or interest in or to the ownership of the rights in the t4 Media Concept or the name thereof.
10.2. Where a third party has any copyright or other intellectual property right in any advertising material the Customer will be solely responsible for discharging any copyright or other contractual obligation to such third party and the Customer shall indemnify and keep indemnified t4 Media against all losses, claims, demands, proceedings, damages, costs, charges and expenses (including legal costs and expenses on a full indemnity basis) whatsoever that arise as a consequence of a breach by the Customer of the terms of this clause.
The Customer agrees not to divulge or communicate to any person or use or exploit for any purpose whatever any of the trade secrets or confidential knowledge or information or any financial or trading information relating to t4 Media or t4 Media’s customers, suppliers, employees, officers or agents which the Customer may receive or obtain at any time in anticipation of entering into or as a result of entering into the Contract, including (without limitation) information relating to customer usage of car park sites. The restrictions in this clause shall continue to apply after expiry or termination of the Contract without limit in duration but shall cease to apply to any information or knowledge, which may properly come into the public domain.
12.1. t4 Media may terminate the Contract by immediate notice in writing to the Customer if the Customer commits a material breach of its obligations contained in either these terms or the Contract and (if the breach is capable of remedy) fails within 30 days to comply with a notice in writing specifying the material breach complained of and requiring the same to be remedied.
12.2. Any termination of the Contract by t4 Media shall be without prejudice to any other right or remedy which t4 Media may have against the Customer.
12.3. Upon termination of the Contract all sums due or outstanding hereunder shall immediately become repayable and the Customer shall upon t4 Media’s request within 48 hours (at the Customer’s own expense) remove all advertising material.
13. Advertising Agency
13.1. Where the Customer is an advertising agency, it shall be deemed to contract as principal and will be solely responsible for the payment of fees and compliance with the terms of the Contract.
13.2. Where the Customer chooses to use an advertising agency, unless otherwise agreed in writing:-
13.2.1. all prices offered by t4 Media are net of any payment to be made to any advertising agency;
13.2.2. the Customer shall be solely responsible for paying any commission due to any advertising agency.
14. Force Majeure
t4 Media shall not be liable to the Customer for any breach of the Contract resulting from any accident, strike, lock-out, fire, weather, effect of weather on advertising material, power failure, breakdown or any other event or cause beyond t4 Media’s reasonable control. Should the supply of the Services be prevented or delayed by an act or circumstances beyond t4 Media’s reasonable control t4 Media may without incurring liability to the Customer suspend the Contract and after six months of suspension terminate the Contract.
The Contract is not assignable by the Customer without the written consent of t4 Media.
Any notice hereunder shall be deemed to have been duly given if sent by pre-paid first class post, telex or facsimile to the party concerned at its last known address. Notices sent by first class post shall be deemed to have been given three days after despatch and notices sent by telex or by facsimile shall be deemed to have been given at the time of despatch.
No forbearance, indulgence or relaxation on the part of t4 Media shown or granted to the Customer in respect of any of the provisions of these terms shall in any way affect, restrict or prejudice the rights or powers of t4 Media under the Contract or operate as or be deemed to be a waiver of any breach by the Customer of these terms and conditions.
18. Governing Law
The Contract shall be governed by English law and the parties submit to the jurisdiction of the English courts.
19. Registered Office
T4: Alvern Media. 3rd Floor, 1 Warwick Row, London. SW1E 5ER