Advertising Services Terms and Conditions

Finsbury Media. (“Finsbury Media”) provides a range of advertising products and services for small and medium sized businesses (the “Advertising Services”). The Booking Form (the “Booking Form”) sets forth which Advertising Services are being purchased by Client (“Client”), the costs for such Advertising Services, and other relevant details of the proposed advertising campaign (the “Campaign”). These Advertising Services Terms and Conditions (“Advertising Terms”), together with any other special terms relating to the product or service ordered referenced herein or in the relevant Booking Form, shall be incorporated by reference into and made a part of any Booking Form submitted to Finsbury Media and govern the relationship between Finsbury Media and Client. No other terms proposed by Client shall apply unless expressly agreed to in the relevant Booking Form. All Booking Forms are subject to acceptance by Finsbury Media in its sole discretion. The Booking Form and any data processing agreements entered into between the parties in connection with the Advertising Services, the Advertising Terms and the documents and/or links referenced in the Booking Form are referred to as the “Agreement.”

The Agreement binds the parties from the time that Finsbury Media accepts by counter-signing or where electronic acceptance is used, by sending a confirmation email that it accepts the Booking Form that Client has signed or accepted electronically without modifications, for the duration of the Term, as set forth below.

1. Advertising Services

The Advertising Services include, but are not limited to, the following products and services (where contracted for under the relevant Booking Form):

• PPC refers to Finsbury Media’s standard search engine marketing product, where Finsbury Media promotes the Client through various search engines in their non-organic search results. Finsbury Search is Finsbury Media’s proprietary search advertising service which places each client’s text ads on  Internet search engines so local consumers searching for keywords related to a client’s business, products and services can find such clients.. For each campaign, Finsbury Media’s tracking technology replaces the telephone number on each client’s website(s) and records the related consumer interaction so that clients can easily follow up on leads and track the activity their campaigns generate. The results of the campaigns can be accessed online at any time while the campaign is live.

 

• Remarketing refers to Finsbury Media’s behavioral targeting product that enables Finsbury Media to display an ad to consumers who have previously evidenced interest in Client’s products or services.

Clients will be able to see the additional terms and conditions governing each of Finsbury Media’s Advertising Services by reading the “Product Terms”. These Advertising Terms take precedence over any conflicting schedule or document unless expressly stated otherwise in such schedule or document.

As Finsbury Media adds other products and services, such products and services will be referenced in the Booking Form and any special terms and conditions will be linked to in a revised version of this document.

2. Fees
3. Identification of Fees. Client agrees to pay the amounts set forth in the Booking Form in accordance with Section 3 and as may be further explained in the Product Terms (the “Fees”). The Fees are generally divided into Product Fees (e.g. Campaign Media, Management and Optimisation Fees payable for PPC), Service Fees (e.g. Tracking Technology Services Fees payable for PPC) and Set-Up Fees. Product Fees are the recurring fees that Client will be charged for the specific product Client has purchased as shown on the Booking Form. Service Fees are for the delivery of any premium services that Finsbury Media may, from time to time, offer. Set-Up Fees are one-time fees for the set-up of campaigns or other services.
4. No Pass-Through Obligations. Client is not entitled to any credits, discounts, rebates, refunds provided to Finsbury Media by its third-party publishers (“Publishers”).

3. Payment Terms

General. Once an Booking Form has been accepted by Finsbury Media, Client will be responsible for payment in full of all fees set forth therein. All payments due hereunder are in pounds sterling or agreed currencies and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of Client.

1. Manner of Payment. Client may pay for all amounts payable under this Agreement by direct debit through Gocardless,  or Faster Payment from the clients bank account, however this payment method needs to be agreed in advance and clearly stated in the service provision section of the booking form,  or such other form of payment as Finsbury Media may, in its sole discretion, permit. If paying by GoCardless card or Faster Payment the Client will be required to sign and comply with the applicable payment authorization forms. In the case of payment through Gocardless or Faster Payment, no amounts owing are considered paid until the electronic debit has been received by Finsbury Media’s bank.

 

1. Timing of Payment. Fees, as identified on the Booking Form, are due in advance of each Cycle (means the time period (approximately 30 days) over which the relevant Campaign Budget will be exhausted) as more fully described in the Product Terms. If there are Set-Up Fees (as set forth on the Booking Form), such Fees shall be paid in advance together with all amounts owed for the first Cycle. In case of payment through Gocardless, Finsbury Media shall send a prenotification to collecting any due Fees. Client understands and acknowledges that all amounts owed must be paid in advance and that, in addition to being in breach of its contractual obligations, Client’s Campaign(s) may be paused or terminated if timely payment is not received.

4. Term/Termination.

Term. Unless specified in the Booking Form otherwise, the Advertising Services will continue indefinitely until terminated in accordance with these Advertising Terms. It is also recognised that additional campaigns, uplifts or services may be requested by the Client, these services will be subject to a new booking form being issued and will be privy to the same set of T&C’s as the original booking form and will continue indefinitely until terminated, at point of request.

EARLY TERMINATION PENALTY
Should a client cancel any service (as listed on contract) and has not completed the agreed length as outlined in the booking form  (Agreement length) a penalty charge will be applied for early termination – the penalty charge will consist of all fees including cycle budgets for the length of the original booking form, these charges include all media spends, management fee’s, seo budgets and is payable within 7 days. Late payment of early termination charges will attract late payment of commercial debt admin fee and daily interest.

1. Termination by Finsbury Media.

Finsbury Media may terminate this Agreement or any Advertising Service(s) provided hereunder immediately without notice and without cause, subject to Section 4(g).

1. Termination by Client.
2. If Client gives written notice to Finsbury Media of the termination of the Agreement or any Advertising Service(s) provided hereunder (the “Termination Notice”) at least 14 days prior to the expiry of the Initial Cycles then such termination will take effect on the expiry of the following Cycle. This termination notice is only applicable after the initial contract length has been completed.

 

2. If Client gives written notice of the termination of the Agreement or any Advertising Service(s) provided hereunder less than 14 days before the expiry of the Initial Cycles or at any time after the expiry of the Initial Cycles, then such termination will take effect on the date of expiry of the second full Cycle following the date of the Termination Notice. For example, if Client has purchased 6 Initial Cycles and gives the Termination Notice whilst in the middle of 7th Cycle, the termination will be effective after completion (and payment) through and including the 9th Cycle). This termination notice is applicable only upon completion of the initial contract length.
3. Any notices should be send per email to cancellations@finsburymedia.com
4. For Advertising Services that are specified not to auto-renew in the Booking Form or for Advertising Services contracted under Booking Forms entered into before 11 November 2016 only, the Agreement will terminate at the end of the period of committed Cycles set out in the relevant Booking Form without the need for Client to give written notice.
5. Termination Revocation. Client may, on written notice to Finsbury Media (email is acceptable) revoke such termination given in accordance with Section 4 (b) within thirty (30) days after Client has provided

Finsbury Media with the Termination Notice, in which case the Booking Form will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon payment in full of all amounts owed.

1. Termination for Cause. The parties may terminate this Agreement or any Advertising Service(s) provided hereunder with immediate effect for an important reason (termination for cause). If the important reason is a contract breach, the termination for cause generally requires the expiration of a reasonable remedial period or, respectively, a prior warning notice without result. For a termination for cause given by the Client the remedial period generally is not less than thirty one (31) days.”
2. No Refunds. Client understands and agrees that Client will not be entitled to any refunds of amounts already paid to Finsbury Media, unless either Client terminates under the introduction paragraph above or Section 4(b) or Finsbury Media terminates under Section 4(a), in which case Client shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment which can be checked at any time on the FM dashboard.
3. Collection of Amounts Owed. Any amounts not paid by Client when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Client agrees to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by Finsbury Media in connection with its enforcement of its rights under the Agreement.

 

1. Effect of Termination Survival. Client understands and acknowledges that due to the nature of the Internet, certain information regarding Client that was posted on the Internet as part of the Advertising Services, including, for instance, the Local Profile (as defined in Section 1(c) of the Media Product Terms), may continue to be available on the Internet after termination of this Agreement. All provisions of this Agreement that in order to be effective shall survive the termination of this Agreement. Without limiting the generality of the foregoing, in the event of any termination, Client shall remain liable for any amounts due to Finsbury Media as of the effective date of termination and all limits of liability, indemnity obligations, and confidentiality obligations shall survive indefinitely.

5. Finsbury Media Platform.

Client Data. As part of the Campaign initiation process and from time to time during the Campaign, Client shall provide certain information to Finsbury Media, which Finsbury Media will input into its proprietary advertising platform (the “Platform”). Accordingly, Client hereby permits Finsbury Media to input Client’s contact information, credit card or ACH information and campaign information into the Platform. Finsbury Media will only use such information in connection with the fulfilment of the Advertising Services and as otherwise permitted by the Agreement. In addition, Finsbury Media may, from time to time, send Client emails regarding Platform updates, Campaign updates, payment reminders, and marketing opportunities, always in compliance with relevant privacy obligation set forth herein.

1. License to Platform. Upon execution of the Booking Form, Client will be granted a revocable, non-transferable, non-exclusive, limited license to use the Platform solely for the purpose of accessing the Tracking Information. Client’s access shall be password protected and Client agrees that it shall not share its password with third parties. If the security of Client’s username(s) or password(s) is compromised in any way, or if Client or its agent suspects that it may be, Client shall immediately contact Finsbury Media. Client acknowledges and agrees that it does not have, nor will it claim any right, title or interest in the Platform, the Platform software, data, applications, methods of doing business or any elements thereof, or any content provided on the Platform. Client may only access the Platform via a Web browser or in a manner otherwise approved by Finsbury Media. Client will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Platform, except to the extent permitted by applicable law and provided always that any information obtained by Client as a result of any such acts is (i) used only as permitted by applicable law for the purpose of achieving interoperability between the Platform software and other software; (ii) not disclosed to a third party without Finsbury Media’s prior written consent; and (iii) is not used to create any software that is similar to the Platform software. Finsbury Media may terminate the foregoing license, at any time and for any reason (subject to Section 4(e) where applicable).

 

6. Privacy Considerations.

Personal Information Collected in the Provision of the Services.

1. By contracting with Finsbury Media for the provision of the Services, Client as the data controller is directing Finsbury Media as its data processor to obtain and collect certain personal information relating to Client’s customers through the provision of the Services.
2. The information and methods that Finsbury Media uses to collect it are set out in the Notice of Marketing Practices and the Client Services Cookies Policy.

a. Client’s Obligation to Post a Compliant Privacy Policy on its Existing Site.

It is Client’s responsibility to ensure that all applicable laws are met for it to allow Finsbury Media to collect and make such personal information available to it, including but not limited to posting a privacy policy on its native website or on the Site made available to it as part of Finsbury Site (the “Existing Site”) describing, amongst other things, the personal information that Finsbury Media collects and makes available to it on its behalf and how Client will use that information, together with any other personal information Client collects and uses through the operation of its Existing Site and other marketing channels covered by the Services and a link to the privacy policy at the footer of each page of its Existing Site.

i.Where Client fails to comply with the foregoing, Finsbury Media reserves the right to immediately suspend the provision of the Services by written notice to Client and if Client fails to post a compliant privacy policy within seven (7) days of such notice, terminate the Agreement by written notice for material breach.

b. Client’s Obligation to Incorporate a Compliant Cookies Policy on its Existing Site.

Provision of the Media Products and Tracking Services also requires Finsbury Media to place and read cookies on the computers and devices of users of Client’s website. Details of those cookies are set out at Client Services Cookies Policy. It is Client’s responsibility to ensure that all applicable laws are met for it to allow Finsbury Media to place and read such cookies via its website, including but not limited to placing a suitably prominent pop up notice about the use of cookies on its website through which it will obtain consent to the use of such cookies and a link to a cookies policy at the footer of each page of its website that incorporates the details of the Client Services Cookies Policy.

1. Where Client fails to include a pop up and link to a cookies policy at all, Finsbury Media reserves the right to either:

 

1. include (at its discretion and without any obligation to do so) such pop up and link in the Client’s website. In all cases, the Client’s own cookies policy and privacy policy will set out the use that the Client may make of the information that Finsbury Media obtains on behalf of, and makes available to, the Client under the Client Services Cookies Policy and under the Notice of Marketing Practices and the Client will remain liable for the compliant collection and use of the information; or
2. immediately suspend the provision of the Services by written notice to Client and if Client fails to include a compliant pop up link and cookies policy within seven (7) days of such notice, terminate the Agreement by written notice for material breach.
3. Further Client data protection obligations relating to phone tracking are set out in Tracking Services Product Terms.

c. Data Processor Obligations.

Each party agrees to comply with the provisions of the Data Protection Act 1998 (“DPA”) as may be applicable to that party. The parties acknowledge that Client is the “data controller” and Finsbury Media its “data processor” in respect of any “personal data” relating to Client’s customers, personnel, agents, subcontractors or the end-users of Client’s Existing Site which is “processed” (such terms as defined in the DPA) by Finsbury Media in providing the services hereunder, including without limiting the generality of the foregoing, the quality assurance and Campaign assessment activities.

1. Finsbury Media will maintain appropriate technological and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data.
2. Finsbury Media will only process the personal data for the purpose of providing the Services and in accordance with Client’s instructions (which Client warrants shall at all times be in accordance with, and shall not cause Finsbury Media to be in breach of, applicable law) to the extent that they are consistent with the same and do not result in any material additional obligations for Finsbury Media.

iii. Client acknowledges and agrees that Finsbury Media may in providing the advertising services hereunder engage third parties who may process the personal data for a subset of the purposes permitted to Finsbury Media and that Finsbury Media may process or cause the personal data to be processed outside the EEA provided that it has imposed similar safeguards on such sub-processors.

 

7. Intellectual Property Matters.

License to Finsbury Media. During the Campaign Period, Client hereby grants to Finsbury Media and the Publishers a non- exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit (a) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) Client provides in connection with any Advertising Services and (b) the Existing Site to the extent necessary for Finsbury Media to perform the Services. Except as set forth in Product Terms and this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with Client or its third party licensors. In addition, Client agrees that Finsbury Media may, during the Campaign Period and thereafter, include Client’s name (including any trade name, trademark, service mark and logo) and any Ad provided hereunder in Client’s Local Profile, on Finsbury Media’s customer list, and in its marketing materials, sales presentations and any online directories that Finsbury Media may, from time to time, publish.

1. Finsbury Media Creative Services. Except as may be otherwise provided in any of the Product Terms, if Client requests that Finsbury Media provides any creative services, Client will remain fully responsible for ensuring that the content is complete, accurate and complies with applicable law and does not infringe any third party rights. With respect to any content created by Finsbury Media, as between Client and Finsbury Media, Finsbury Media shall retain ownership of the design elements of such content, excluding any trade name, trademark, service mark or logo of Client or other proprietary elements of Client content that may be included within such content, but that predate the creation of the Ad. Finsbury Media hereby grants to Client a non-exclusive, royalty-free licence to use, copy, publicly perform, display, broadcast and transmit any design elements of the Ad created and owned by Finsbury Media, to the extent necessary to enable Client to receive the Advertising Services and for the duration of the Campaign only.

 

8. Client Representations, Warranties and Covenants.

Client is solely responsible for any liability arising out of or relating to the Existing Site, any Ad or any content provided by Client hereunder and any material to which users can link through such Ad (“Linked Content”). Client represents, warrants and covenants that the Existing Site, the Ads and Linked Content, and any portion thereof, do not and will not: (a) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libellous; (d) be pornographic or obscene; or (e) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Client further represents, warrants and covenants that the product or service that is being promoted through any Campaign is (x) lawful and (y) not the subject of any on-going investigation by any local, state or federal regulatory or quasi-regulatory authorities.

9. Indemnification

Client will indemnify, defend (with counsel reasonably acceptable to Finsbury Media) and hold harmless Finsbury Media, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by Client of any representation, warranty, covenant or other obligation contained in these Client Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, publicity, intellectual property or other proprietary rights by Client or anyone using Client’s account; (iii) the sale, license or provision of Client’s goods or services; (iv) the violation of any data privacy obligations by Client or Finsbury Media arising from Client’s breach of the terms of this Agreement or (v) any other act, omission or misrepresentation by Client. Finsbury Media reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Client. If Finsbury Media does assume the defence of such a matter, Client will reasonably cooperate with Finsbury Media in such defence. Client will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without Finsbury Media’s prior written consent.

 

1. Finsbury Media will indemnify, defend, and hold Client harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any Finsbury Media technology used in connection with its provision of the Advertising Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to Finsbury Media promptly of such claims and that Client provides such assistances as may be reasonably required in the defence of such matters.

10. Agency

Client represents and warrants that, in the event it is purchasing advertising on behalf of another company, it has been authorized by each such company to act as its contractor in all respects relating to this Agreement, including, without limitation, the making of any elections or giving of any consents. In addition, where the person that enters into this Agreement (the Signatory) is acting as an agent on behalf of another person (the Principal) and purports to enter into this Agreement on their behalf, the Signatory shall remain fully liable for compliance with the terms of this Agreement and any act, omission or breach of this Agreement by the Principal except where the Principal has expressly agreed with Finsbury Media in writing to be liable for such actions and has agreed in writing to the terms of this Agreement itself.

11. Confidentiality

Except as may be required by applicable law, Client shall not disclose the contents of this Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Finsbury Media’s prior written consent. Client may not issue a press release concerning the existence or terms of this Agreement without the prior written consent of Finsbury Media. In addition, except as may be required by applicable law, Client may not disclose any Confidential Information regarding Finsbury Media. “Confidential Information” means information about Finsbury Media’s (or its suppliers’) business, products, technologies (including the Platform), strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by Finsbury Media. Confidential Information will not include information that Client can establish is in or enters the public domain without breach of this Agreement.

 

12. Disclaimer Of Warranties

Subject to sections 12(b), 12(c) and 13, finsbury media warrants to use reasonable endeavours to provide the advertising services in accordance with the terms of this agreement.

 

1. Without limiting the specific disclaimers set out below, client expressly accepts that finsbury media makes no guarantees with respect to the results generated by any of the products and services provided hereunder

 

1. Finsbury Media provides the platform and all advertising services performed hereunder on an “as is” and “as available” basis, without any guarantee of continuous or uninterrupted display or distribution of any content or other advertising products or services or that the advertising services will be secure, error or virus free. In the event of interruption of availability, display or distribution of any ad or other advertising services, finsbury media’s sole obligation will be to restore service as soon as practicable

 

1. Finsbury Media disclaims all other warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.

 

Finsbury Media does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party on or through any linked web site. Finsbury Media does not warrant that client’s use of the services will comply with applicable laws and client expressly accepts that it is client’s responsibility to deploy suitable notice and consent mechanisms on its website to allow compliant use of the services. no advice or information, whether oral or written, obtained by client from finsbury media or through the finsbury media services will create any warranty not expressly made in this agreement

13. Limitations Of Liability

Excluded losses. to the maximum extent permitted by applicable law, neither party shall be liable for damages for loss of or damage to property, interrupted communications, loss of use, lost business, lost goodwill, lost data or lost profits (whether direct or indirect), or for any indirect or consequential damages (arising out of or in connection with this agreement whether arising out of breach of contract or warranty, negligence or strict liability) (even if such party was advised of the possibility of any of the foregoing). the foregoing exclusion of liability will not apply to (i) client’s indemnification obligations, including any amounts payable in connection therewith; (ii) to client’s confidentiality obligations and (iii) client’s negligence or wilful misconduct.

 

1. Limitation On Damages. To the maximum extent permitted by applicable law, under no circumstances shall finsbury media’s cumulative, aggregate liability to client or any third party arising out of or in connection with this agreement exceed the amounts received by finsbury media hereunder during the 12- month period immediately prior to the incident giving rise to such liability. Where liability is recoverable under this agreement in lieu of refund, finsbury media may, in its sole discretion, provide of “make-good” advertising, provided such “make-good” advertising is provided within a reasonable period of time after the liability has accrued.
2. Other Limitations. To the extent Finsbury Media may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Finsbury Media’s liability will be the minimum permitted under such law. Nothing in this Agreement limits or excludes, or will be deemed to limit or exclude, Finsbury Media’s liability for fraudulent misrepresentation, death or personal injury caused by its negligence or liability that may not otherwise be limited or excluded by law.
3. Timing of Claims. Client agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.
4. Acknowledgement. Each party acknowledges that the other party has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

14. Third Party Beneficiaries

Save as elsewhere provided in this Agreement and subject to the right of a Publisher, affiliate, joint venture of any other partner of Finsbury Media to enforce the terms of Sections 7, 8, 9 and 13 of this Agreement, any person who is not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

 

15. Miscellaneous

Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of England and Wales without giving effect to conflict of laws principles. Client agrees to submit to jurisdiction in England and Wales and further agrees that any cause of action arising under this Agreement must be brought exclusively in the English courts.

1. Entire Agreement/Amendment. This Agreement (which includes the Booking Form, the Schedules, all applicable Product Terms and any payment authorization forms or data processing agreements and all other documents referenced in such documents (including via hypertext link)) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Except as set out in the second paragraph of these Advertising Terms, it may be amended only in writing signed by both parties.
2. Notices. Any written notices to Finsbury Media required under this Agreement shall be provided by email to info@finsburymedia.com to the Attn: General Counsel and shall be deemed delivered 24 hours after the notice is emailed. Notices to Clients will be via posting to the administrator account on the Platform and email to the email address set out in the Booking Form and will be deemed effective 24 hours after posting on the Platform or on dispatch of the email.
3. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
4. Assignment. Client may not assign this Agreement without the prior written consent of Finsbury Media. Finsbury Media may assign, novate, subcontract or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether in whole or in part (and without the prior written consent of Client). The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.
5. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
6. Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) 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 affecting production or delivery in any manner beyond the reasonable control of such party.

 

Media Product Terms

IMPORTANT: THESE ARE THE PRODUCT TERMS PERTAINING TO FINSBURY MEDIA (“FINSBURY MEDIA” OR “WE”) PPC, DISPLAY AND Finsbury Media REMARKETING PRODUCTS (COLLECTIVELY, THE “MEDIA PRODUCTS”). THESE MEDIA PRODUCT TERMS ARE REFERRED TO IN THE FINSBURY MEDIA ADVERTISING SERVICES TERMS AND CONDITIONS (THE “ADVERTISING TERMS”) AND ARE INCORPORATED THEREIN.

PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN BOOKING FORM FOR ADVERTISING SERVICES WHICH INCLUDES MEDIA PRODUCTS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE MEDIA PRODUCT TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE ADVERTISING TERMS AND/OR ANY BOOKING FORM, THESE TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE TERMS AND/OR THE SERVICES AT ANY TIME IN ACCORDANCE WITH THE PROCEDURE SET OUT IN THE SECOND PARAGRAPH OF THE ADVERTISING TERMS.

Terms not defined herein shall have the meaning set forth in the Advertising Terms.

1. Advertising Placement and Location

1. Placement. Finsbury Media shall determine, in its sole discretion, on which online properties (the “Publishers”) the advertising content ( “Ads”) will run and when, during the course of any Campaign involving the Media Products. Advertiser acknowledges that Finsbury Media does not operate or control the Publishers – with the exception of its own proprietary online directory or other properties owned or operated by Finsbury Media (the “Finsbury Media Properties”). Advertiser further acknowledges that at any time during a Campaign, the Publisher mix may change. Finsbury Media makes no guarantees about when or where the Ads will be displayed by the Publishers or by Finsbury Media.
2. Geotargeting. Finsbury Media will use commercially reasonable efforts to place Ads such that they will be seen by consumers searching for services in the target locales identified during the Campaign initiation process, but Finsbury Media does not guarantee that Advertiser’s Ads will only be displayed to consumers searching for services in the target locales
3. Finsbury Media Properties and Third Party Directories. Advertiser authorizes Finsbury Media to create and post online, in the Finsbury Media Properties or the directories of third parties, profile page(s) for Advertiser, which may include the following information regarding Advertiser: name, phone number, email address, physical address and information regarding the products or services to be advertised (the “Local Profile”).

 

2. Campaign Logistics

1. Duration. Upon receipt of Booking Form duly signed and executed by Advertiser and accepted by Finsbury Media, Finsbury Media will initiate the process of setting up the Campaign. The duration of the Campaign (the “Campaign Period”) shall run from the Actual Start Date until the Actual End Date, unless earlier terminated by the parties as set out in the Advertising Terms. The “Actual Start Date” refers to the actual commencement date of a Campaign. Advertiser acknowledges that Finsbury Media will target ten (10) business days to review and prepare the Campaign. However, this may be longer if Finsbury Media has been asked to provide creative services or if Finsbury Media experiences technical difficulties with Advertiser’s Campaign or requires further input from Advertiser before the Campaign is distributed to the Publishers. The Publishers may then take additional time to commence dissemination of the Campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the Booking Form. The “Actual End Date” of a Campaign will be the day when 98% or more of the CLO Fees (as defined in section 3 below) for the last Campaign Cycle (the number of Campaign Cycles committed to in a Campaign Period will be set out in the Booking Form) have been exhausted, unless the Booking Form states otherwise. Any non-exhausted CLO Fees in a Campaign Cycle (if any) will be applied to the following Campaign Cycle within the respective Campaign Period. At the end of the Campaign Period any non-exhausted CLO Fees (if any) shall accrue to Finsbury Media. Advertiser can view the amount of CLO Fees expended updated on a daily basis on the dashboard of the FM platform. Advertiser acknowledges that it may take more or less time to exhaust the CLO Fees due to, among other things, any scheduling and inventory constraints of the Publishers.
2. Campaign Cycles. Each Campaign Period consists of 1 or more Campaign Cycles. For Media Products, the Campaign Cycle is the period of time from Finsbury Media commencement of applying the CLO Fees until such time as no less than 98% of the CLO Fees has been utilized. While, on average, this is approximately a thirty (30) day period, Finsbury Media makes no guarantees for that Campaign Cycle with respect to the time it takes to fully utilize the CLO Fees. Advertiser acknowledges that all statistics provided by Finsbury Media evidencing such utilization shall be conclusive and binding on Advertiser for all purposes of this Agreement.

 

3. Fees

1. Description of Fees. Advertiser agrees to pay the following, in the amounts set forth on the Order Form:
2. Campaign Media, Management and Optimisation Fees or CLO Fees refer to the recurring amounts payable to Finsbury Media for the Media Products for each Campaign Cycle.
3. Tracking Technology Services Fees refer to the service fees charged per Cycle, in the amounts set forth in the booking form, in connection with the tracking technologies incorporated in the Media Products (the CLO Fees and Tracking Technology Services Fees are collectively referred to herein as “Cycle Payment/Budget or Spend”).

iii. Campaign Set-Up Fee refers to a one-time fee for the set-up of a campaign, which includes, but is not limited to, Publisher set up, keyword generation, phone tracking set-up, creative services and other similar set-up requirements. With respect to Finsbury Search, the Campaign Set-Up Fee also includes a review of the campaign within the first 60 days of the campaign.

1. Timing of Payment. Prior to the initial Campaign Cycle, Advertiser shall pay the Cycle Payment for the initial Campaign Cycle and the Campaign Set-Up Fees, if applicable. Advertiser shall also remit the Cycle Payment in advance of each subsequent Campaign Cycle. In order to avoid any pauses in the campaign, Finsbury Media may cause payment to be made through ACH for the upcoming Campaign Cycle when 60% of the CLO Fees for the current Campaign Cycle has been exhausted (or earlier if necessary due to Bank holidays). Advertiser understands and acknowledges that all amounts owed must be paid in advance of each Campaign Cycle and that, in addition to being in breach of Advertiser’s contractual obligations, Advertiser’s campaign may be paused or terminated if timely payment is not made.

 

4. Advertising Content/Keywords

1. Ad Content. Advertiser will deliver all content required for any Ad to Finsbury Media. If such content does not conform to Finsbury Media or any Publisher’s specifications, then Finsbury Media or the Publisher may, in its sole discretion, modify or reject such Ad to meet Publisher’s or other technical requirements or to address Campaign performance issues. If rejected, Finsbury Media will then refund any applicable amounts paid in advance. Advertiser acknowledges that it may be limited in its ability to make further modifications to its Ads after they have been delivered to Finsbury Media. The acceptance of an Ad does not constitute approval or endorsement of the Ad by Finsbury Media or by any Publisher, for purposes of this Agreement or otherwise.
2. Keywords. With respect to Finsbury Search, Finsbury Media shall have discretion to select the individual words or phrases ( “Keywords”) to be used in connection with the Campaign. Advertiser may also request the use of certain Keywords. While Finsbury Media will use reasonable efforts to use these Keywords, Finsbury Media makes no guarantees that all such Keywords will be used. To the extent that Finsbury Media uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to Advertiser. To the extent that Advertiser elects to use Keywords that include the names of its competitors or trade marked terms ( “Competitor Keywords”), Advertiser does so at its own risk and acknowledges and agrees that it bears all liability associated with such action. Without limiting the foregoing, Advertiser further acknowledges that Finsbury Media may, at any time and in its sole discretion, remove Competitor Keywords, but will not be obliged to do so.

 

5. Optimised Mobile Landing Pages

Unless Advertiser is otherwise purchasing a website solution from Finsbury Media (which includes a mobile website), already has purchased a mobile website solution, or explicitly requests to NOT have an optimised mobile landing page, for so long as Advertiser has an open Booking Form for any of the Media Products, Advertiser shall be given, for no additional charge, an optimised mobile landing page (the “Mobile Landing Page”), which will be displayed if a consumer, using a mobile cell phone or smart phone (not a tablet), navigates to Advertiser’s site as the result of the Media Products. The Mobile Landing Page will not include any secure pages. The Mobile Landing Page will be drawn from Advertiser’s native website, including, without limitation, trademarks and service marks on Advertiser’s site (the “Web Content”), as determined by Finsbury Media, in its sole discretion. The Mobile Landing Page will be hosted by a third party selected by Finsbury Media in its sole discretion. In order to effectuate the foregoing, Advertiser grants Finsbury Media a non-exclusive, royalty-free, sublicensable, worldwide license to use, reproduce, publish, display, distribute, extract and modify the Advertiser Content solely in connection with the performance of its obligations pursuant to this Agreement. Advertiser retains exclusive ownership and all right, title and interest in and to all the Web Content. The format and look and feel of the Mobile Landing Page shall be owned by Finsbury Media or its third party providers. Advertiser will not (i) decompile, reverse engineer or reverse assemble any portion of the Mobile Landing Page or attempt to discover any source code or underlying ideas or algorithms of the Mobile Landing Page; (ii) sell, assign, sublicense, rent, lease, loan, distribute or otherwise transfer all of any portion of the Mobile Landing Page; (iii) make, have made, reproduce or copy the Mobile Landing Page; or (iv) cause or authorise any other party to do any of the foregoing.

 

Privacy Considerations

Advertiser acknowledges that it is responsible for ensuring that its privacy policy and cookies policy permit Finsbury Media to provide the services contemplated by these Media Product Terms in accordance with clause 6 of the Advertising Terms.

Tracking Services Product Terms

IMPORTANT: THESE SPECIAL TERMS PERTAINING TO TRACKING SERVICES, (THE “TRACKING TERMS”) ARE REFERRED TO IN THE FINSBURY MEDIA’s (“FINSBURY MEDIA” OR “WE”) ADVERTISING SERVICES TERMS AND CONDITIONS AND ARE INCORPORATED THEREIN. PLEASE READ THESE TRACKING SERVICES TERMS CAREFULLY.

YOUR EXECUTION OF AN BOOKING FORM (“BOOKING FORM”) FOR ADVERTISING SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TRACKING SERVICES TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE ADVERTISING TERMS AND/OR ANY ORDER FORM, THESE TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE TERMS AND/OR THE SERVICES IN ACCORDANCE WITH THE PROCEDURE SET OUT IN THE SECOND PARAGRAPH OF THE ADVERTISING TERMS.

1. Defined Terms

1. Destination Page: refers to the Web page to which the consumer will be directed to as part of the Campaign, either at the Client’s Existing Site or a Standard Offer Page.
2. Destination Page Tracking: refers to the tracking of visits to the Destination Page.
3. eMail Tracking: refers to the tracking of emails sent to Client, as defined below (the “Tracking eMails”), which is accomplished by dynamic substitution of Client’s e-mail address(es) on the Destination Page Finsbury Media will use commercially reasonable efforts to deliver all Tracking eMails but cannot guarantee that 100% of the Tracking eMails will be delivered to Client.
4. Existing Site: refers to Client’s native unmodified, unproxied website.
5. Form Tracking: refers to the logging, if Client is using the Tracking Code, of form submission data created by form submissions on the Existing Site.
6. Offer Page Tracking: refers to the tracking of online promotional offers, which may require consumers to provide registration information.

 

1. Phone Tracking: refers to the tracking by Finsbury Media of phone calls received by Client, which is accomplished by Finsbury Media or its third party provider providing up to two tracking phone number(s) (each, a “Tracking Number”) that will be dynamically displayed on the Destination Page in lieu of Client’s phone number(s) and that will forward to Client’s phone number(s). Client acknowledges that it does not own and will not, as the result of this Agreement, obtain any ownership interest in the Tracking Numbers.
2. Standard Offer Page: refers to a web page which Finsbury Media may provide to an Client that does not already have its own site. The Standard Offer Page will consist of a basic Web page with information provided by Client located at an URL owned by Finsbury Media. Client agrees that Finsbury Media may restrict the ability of Client to modify or request modifications to Client’s Standard Offer Page once the Campaign has commenced. Upon the conclusion of the Campaign Period, Finsbury Media retains ownership of Client’s Standard Offer Page.
3. Tracking Code: refers to software code that Finsbury Media will provide to Client to implement on Client’s Existing Site that will help Client measure the return on investment (ROI) of Client’s Finsbury Media campaigns by showing the activity that takes places on Client’s Existing Site as the result of the Advertising Services, as more fully set forth in Section 3 below.
4. Tracking Services: refers to any or all of: Destination Page Tracking, Offer Page Tracking, eMail Tracking, Web Event Tracking, Form Tracking or Phone Tracking.
5. Web Event Tracking: refers to the tracking of specific events on Client’s site (e.g., number of visits to a contact page).

Terms not defined herein shall have the meaning set forth in the Advertising Terms.

2. Tracking Services

For the Media Products, Finsbury Media shall (unless otherwise agreed in writing) provide such of the Tracking Services, as it deems appropriate, in its sole discretion, to enable Client to assess the performance of any Campaign. Finsbury Media shall provide any of the three options, as set forth on the Order Form:
(i) Web Tracking, which shall include Offer Page Tracking, Destination Page Tracking, Web Event Tracking and eMail Tracking
(ii) Phone Tracking, or
(iii) Web Tracking and Phone Tracking.

 

1. Tracking Services Data Retention. Client acknowledges that Finsbury Media is not obligated to keep and maintain any data obtained as the result of the Tracking Services for more than 30 days after the collection of any such data (including Call Recordings (as defined below), Tracking eMails, and form submission data).
2. Deploy click tracking code to track the pages that users may access as a result of the Campaign. Finsbury Media or its Publishers may place cookies or similar online tools on the Advertiser Website (A) effect the foregoing Tracking Services and to ensure the proper operation of the Site, (B) provide for Ad tracking (to enable Finsbury Media to determine effectiveness of advertising, when applicable), and (C) enable Finsbury Media or its Publishers to show a consumer Ads of Client as the consumer navigates to third party Web sites. Client acknowledges that such cookies may be used for the benefit of both Client and for third parties.
3. In connection with Finsbury Search Campaigns, implement Keyword highlighting, which would highlight, on the Site, the search terms used by the consumer to locate the site.

iii. Make other aesthetic or functional changes to the Site so as to enhance the performance of the Campaign.

1. Make all of the foregoing changes/enhancements to the Mobile Landing Page (as defined in Section 5 of the Media Product Terms).
2. Notice of Changes to Existing Site. Client hereby acknowledges that changes to the Existing Site (including any tracked phone numbers or email addresses) may result in the failure of the Tracking Services. Therefore, to avoid disrupting the Tracking Services, Client shall provide Finsbury Media with at least ten (10) business days’ prior written notice of any changes to the Existing Site (including any URL changes). Finsbury Media will not be responsible for any failure of the Tracking Services resulting from Client’s failure to provide timely notice of changes to the Existing Site and any such failure will not excuse Client’s obligations to pay all amounts owed under any applicable Order Form.
3. Tracking Services Disclaimer. Finsbury Media cannot and does not guarantee that any of the Tracking Services will track every instance of activity that is intended to be tracked. Without limiting the generality of the foregoing, the Tracking Services may not fully function in the following circumstances, among others:
4. If the Existing Site significantly uses Flash or embedded images
5. When the consumer has disabled the use of cookies, or

iii. When Client has used the incorrect tracking URL.

 

3. Tracking Code. If a Client is licensing Finsbury Search, either with Finsbury Search or separately, the Tracking Services contemplated in these Tracking Terms are provided through the use of Finsbury Search.

4. Special Terms for Phone Tracking

1. Provisioning Tracking Numbers. Client acknowledges that, for local Client phone numbers, Finsbury Media will first try to provision a local Tracking Number and then a number in the same area code as Client, but, in the event such Tracking Numbers are not available, Client hereby gives Finsbury Media permission to provision a toll-free Tracking Number instead.
2. Client’s Options. Phone Tracking, may include the following features (collectively the “Call Tracking Features”): Call Recording (where a recording is made of inbound phone calls attributable to the Campaign) and Caller ID (where the phone number of the caller is used to look-up their name and address). By electing the Call Tracking Features, Client represents, warrants and covenants that it has and will have all necessary rights to implement such tracking features. Client acknowledges that Finsbury Media disclaims any and all liability that may arise as the result of the implementation of any of the Call Tracking Features.
3. Call Recording Specifics. In connection with Call Recording, Client understands that an initial recording shall be played to consumers at the outset of calls to Client, which shall, among other things, notify the consumer that the call is being recorded. In addition, Client will advise its employees that its calls may be recorded. Client understands and agrees that any attempts to disrupt or prevent the playing of the recording or its failure to advise its employees of the recording may expose Client to substantial liability.
4. Call Review. For purposes of quality assurance, Campaign assessment and all other lawful purposes, Finsbury Media may, but is not obligated to, as data processor on behalf and in accordance with the instructions of the Client set out herein, access and review all Call Recordings.
5. Usage Limitations. Unless otherwise agreed to by Finsbury Media in writing, call minute usage shall be limited to 60 minutes of call time per Tracking Number for each Campaign Period.
6. Call Blocking. Finsbury Media may, in consultation with Client unless Finsbury Media reasonably believes that the calls are illegal or placed with malicious intent towards Finsbury Media or the Services, choose to block third-party phone numbers from being able to call the Tracking Phone Numbers.

 

1. Client’s Duty to Ensure Compliance of Call Recording. Client shall ensure that such recordings and notifications comply with all laws, regulations and practices relevant and/or applicable to Client and Client’s business. In addition to the obligations set out in Section 6 of the Advertising Terms, the following obligations apply to Phone Tracking:

Client desires to utilize certain call recording services offered by Finsbury Media in connection with its marketing services. Client acknowledges and agrees that such calls may include Personal Data and/or Sensitive Personal Data. In the event of any conflict between the Agreement and this provision, the terms of this provision shall apply. As used herein, “Personal Data”, “Sensitive Personal Data” and “processing” or “processor” shall have the meanings ascribed to them by the UK Data Protection Act 1998 (the “DPA”).

1. Client acknowledges that any Personal Data or Sensitive Personal Data collected by Finsbury Media through Phone Tracking is being done so at the express request and on behalf of the Client.
2. Client hereby expressly authorizes and directs Finsbury Media and third party call service providers (acting as a sub-processor to Finsbury Media) to collect the Personal Data and Sensitive Personal Data as necessary and proper to effect the call recording services set out in the Agreement.

iii. Client acknowledges that each call by Finsbury Media’s sub-processor on behalf of Client will be preceded by the following recorded message: “Calls may be monitored or recorded for quality assurance.” Client acknowledges and agrees that Finsbury Media makes no representations or warranties with respect to the adequacy of such recorded message for compliance with the DPA or other applicable laws and it is Client’s responsibility as principal/ data controller to ensure that adequate and appropriate information is given to customers in respect of Client’s processing of such Personal Data in accordance with Client’s obligations under the DPA and other applicable laws.

1. Client represents and warrants that it has all necessary rights to collect such information (including any Personal Data and Sensitive Personal Data contained therein) and that Client will collect and use any such information collected only in strict compliance with all applicable legal requirements. Should Client’s rights to collect such information ever be impaired, it shall promptly notify Finsbury Media in writing.
2. Should Client ever receive a complaint from a consumer or other data subject, governmental agency or quasi-governmental agency for matters arising out of or relating to this data protection provision, it shall immediately notify Finsbury Media in writing.

 

1. Client shall defend (with counsel reasonably acceptable to Finsbury Media), indemnify and hold harmless Finsbury Media, its third party call service providers, and its Publishers, their respective subsidiaries, affiliates and parent companies and their respective directors, officers, agents and employees for any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ fees and expenses) incurred or arising from Finsbury Media’s recording of phone calls to Client on Client’s behalf in accordance with the Agreement, including without limitation alleged breaches of applicable data protection and other related laws and regulations.

vii.Finsbury Media’s liability under this data protection provision shall, to the maximum extent legally permitted, be limited under Sections 12 and 13 of the Advertising Terms.

viii. If Finsbury Media, in its sole discretion, determines that providing call recording services on behalf of Client is unadvisable for any reason whatsoever, Finsbury Media may cease providing such services on immediate written notice to Client. Such termination shall not constitute a breach of the Agreement.

5. Effect of Termination

Upon termination of the Agreement, Finsbury Media’s obligation to provide the Tracking Services shall immediately terminate together with its obligations to forward to Client calls to the Tracking Numbers, Tracking eMails or form submission data.

Finsbury Media SEO

IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “FINSBURY MEDIA SEO TERMS”) PERTAINING TO FINSBURY MEDIA’S (“FINSBURY MEDIA” OR “WE”) FINSBURY MEDIA SEO PRODUCT. THESE FINSBURY MEDIA SEO TERMS ARE REFERRED TO IN THE ADVERTISING SERVICES TERMS AND CONDITIONS (THE “ADVERTISING TERMS”) AND ARE INCORPORATED THEREIN.

PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN ORDER FORM FOR ADVERTISING SERVICES WHICH INCLUDES THIS PRODUCT CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE ADVERTISING TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE FINSBURY MEDIA SEO TERMS AND THE MARKETING TERMS AND/OR BOOKING FORM, THE FINSBURY MEDIA SEO TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT TERMS AND/OR THE SERVICES AT ANY TIME IN ACCORDANCE WITH THE PROCEDURE SET OUT IN THE SECOND PARAGRAPH OF THE ADVERTISING TERMS.

 

Terms not defined herein shall have the meaning set forth in the Advertising Terms.

Early Termination Penalty

Should a client cancel any SEO service (as listed on contract) and has not completed the agreed length as per the contract (Agreement length) a penalty charge will be applied for early termination – the penalty charge will consist of all fees up to the end of the agreement length payable within 7 days.

SEO services termination is 60 days from the end of the current month.

Details of the Services

1. Finsbury Media SEO is Finsbury Media’s search engine optimization service which helps to improve the organic search engine rankings of Advertiser’s websites on search engines.
2. Finsbury Media SEO comprises of three elements being
3. Optimisation of website visibility with search engines through link building techniques aimed at utilizing top converting long tail and geo-specific Keywords derived from one or more relevant Finsbury Search campaigns or third party tools and website analysis. For the avoidance of doubt, there is no focus on generic Keywords.
4. Claiming listings on behalf of the Advertiser on local and national online directories and content sites like local newspaper websites and claiming Google Plus Local listings through an automated set up (see also further below), and
5. Customized reporting on SEO progress.

In case of a continuation of Finsbury Media SEO after the initial term, the services contain also maintaining and updating the links, rankings and listings done during the previous term. When providing the Finsbury Media SEO services, Finsbury Media may make use of third party subcontractors or online tools.

2. Contract Term and Fee

1. Finsbury Media SEO is offered only as a package offering all three elements of the services as described above and only for contract terms of 6 or 12 months. The claiming of listings on online directories will, due to the automated set up, be provided for a period of 12 months, this is included in the fees.

 

2. For purchasing Finsbury MediaSEO a fully completed and duly executed Booking Form is required. The term of the Finsbury Media SEO services is determined in the Booking Form and ends automatically after expiry of the term. It is not possible to terminate the services earlier without the automatic forfeiture of the total fees as set out below for the remaining term. Any renewal or continuation of Finsbury Media SEO after expiry of a term requires a written confirmation of Advertiser through a (renewal) Booking Form.
3. Upon termination of the Finsbury Media SEO services, Finsbury Media will cease all services and the reports will no longer be available to the Advertiser.
4. Finsbury Media applies a fixed monthly fee for the Finsbury MediaSEO services based on a 6 months term. The amount of the fee is determined in the Booking Form. The fee is payable on a monthly basis before the start of each month.

3. Reporting

1. Advertiser authorizes Finsbury Media to monitor the internet for mentions of Advertiser’s business and to provide reports on this. However Advertiser acknowledges and agrees that Finsbury Media cannot and does not guarantee the accuracy or completeness of its monitoring and reporting services.
2. During the term of the Finsbury Media SEO services the below reporting shall be provided:
3. a onetime Website Review Report which includes on-site recommendations to optimise Advertiser’s website. Finsbury Media SEO does not require Finsbury Media to make changes to the website, it is to the discretion of the Advertiser to implement any recommendations or to instruct its webmaster to do so
4. SEO Marketing Report on a quarterly basis including keyword ranking information, link growth, link placement and successfully claimed business listings on online directories, and
5. Final SEO Marketing Report on a quarterly basis including URL’s to links, PageRanks of websites and targeted Keywords and login credentials (to the extent applicable) for successfully claimed business listings on online directories.

 

4. Advertiser’s Obligations and Acknowledgements

1. Finsbury Media will use reasonable endeavours to provide the services provided herein, subject to the provisions set out in Section 3.1 above and Sections 4.2 to 4.8 below.
2. Advertiser understands and hereby authorizes Finsbury Media to post content relevant to Finsbury Media SEO services on any third party sites and to enter into on its behalf relationships with third party sites. By authorizing Finsbury Media to establish relationships on the Advertiser’s behalf with third party sites, Advertiser agrees to be bound by the terms and conditions applicable to such third party sites. Any activity that Finsbury Media engages in on Advertiser’s behalf, together with any information that Advertiser submits or that Finsbury Media submits on Advertiser’s behalf to such third party sites will be subject to the terms and conditions, governing such third party sites.
3. Advertiser understands and acknowledges that the quality of Advertiser’s website from a search engine optimisation perspective will impact the results of Finsbury Media SEO. It is very well possible that a website is good enough for Finsbury Search or any other of Finsbury Media’s products or services but that adjustments are recommended for Finsbury Media SEO. It is Advertiser’s responsibility to amend, update and maintain the relevant websites in a consistent manner and to inform Finsbury Media of any changes to the website in advance as any changes may impact the search engine optimisation results.
4. In order to start and set up Finsbury MediaSEO the URL of the relevant websites, the field of business of Advertiser, registered business address, name under which Advertiser is doing business, business contact details and a maximum of 5 top converting key words is required and to be submitted into the Platform. It is Advertiser’s responsibility to provide Finsbury Media with up to date and accurate data and to inform Finsbury Media of any changes in such data.
5. When claiming Google Plus local pages, Google requires a verification usually through a phone or postcard verification. After verification, Advertiser will receive a specific code to complete the process. It is Advertiser’s responsibility to complete this verification process and to provide Finsbury Media with the pin code for the relevant site in order to finalize the claiming process. The verification takes in general approx. 4 to 6 weeks. If an existing Google Plus Pages shows a status of owner verified, Finsbury Media cannot claim the listing on behalf of the Advertiser and optimization is not traceable through the Finsbury Media SEO services.

 

6. If multiple existing listings in online directories are found in relation to the Advertiser, Finsbury Media cannot amend or adjust such listings, unless the Advertiser provides Finsbury Media with login credentials for amendment or adjustment for optimization purposes. Also certain directories will verify the identity and contact details of the Advertiser before allowing a listing, usually through phone call verification. It is Advertiser’s responsibility to respond to and to complete such verification requests.
7. Advertiser understands that due to the local focus of Finsbury Media SEO, the services are focused on the English language directories, websites and listings relevant for the UK market.
8. Due to the nature of the world wide web, organic search and the Finsbury Media SEO services, Advertiser understands and acknowledges that it takes a period of time to see any effects of Finsbury MediaSEO and it is not possible to provide any guarantees or promises on the time needed to see results or the effects of Finsbury Media SEO, nor is there any guarantee or promise as to achieving or maintaining the top of search engine rankings. In some cases the impact is not even noticeable after the Finsbury Media services have ended. In addition, Advertiser understands and acknowledges that Finsbury Media cannot provide any promises or guarantees on listing and maintaining such listing in any online directories.

Notice of Marketing Practices

Information collection through use of Finsbury Media services

This notice sets out what personal information is collected and made available by Finsbury Media, to its clients (“Advertisers”) who use its Services. It also describes how that personal information is collected and in relation to cookies and tracking code sets out how the Advertiser’s customers can opt out of that collection. When an Advertiser contracts Finsbury Media to provide a service Finsbury Media collects that information on behalf of the Advertiser as the Advertiser’s data processor or agent. Without the Advertiser’s instructions Finsbury Media will not collect the personal information detailed in this notice.

The Advertiser may link to this notice from its privacy policy to give its customers notice about the personal information that Finsbury Media is collecting and making available to the Advertiser on the Advertiser’s behalf when the Advertiser uses Finsbury Media’s services in conjunction with the Advertiser’s marketing activities. The Advertiser may incorporate the following language into its privacy policy.

The Advertiser remains responsible for obtaining any required consents and for complying with laws applicable to its use of the Finsbury Media service and the personal information that is stored and made available to it under its direction by Finsbury Media and must notify its customers about this processing in its published privacy practices.

 

Details of the personal information that Finsbury Media collects about individuals and uses for its own purposes are set out in the Finsbury Media Privacy Policy.

Finsbury Media may change the services and as a consequence the personal information it collects on behalf of the Advertiser or means of collection. If it does so, it will update this notice. Advertisers should therefore check this notice from time to time and ensure that any changes are notified to their customers.

Finsbury Media services collects information through the following means (the corresponding collection method is set out opposite the relevant Finsbury Media service).

Use of Cookies and Tracking Technologies

Finsbury Media uses cookies and tracking technologies to deliver the Services as set out in detail in the Advertiser Services Cookies Policy. The Advertiser Services Cookies Policy includes instructions, and for certain cookies automated means, to opt out of the use of such cookies. Advertisers may reproduce the Advertiser Services Cookies Policy in their own cookies policy or include the following sentence (with link) in their own cookies policy: “We use advertising services provided to us by Finsbury Media, Limited through which Finsbury Media places and reads cookies to provide those services to us – the cookies and information collected through those cookies and opt out / disabling instructions in respect of those cookies are set out here.”.

Call tracking

On the reverse proxied version of the Advertiser’s site, Finsbury Media changes the Advertiser’s phone number to a different number that is provisioned for the Advertiser so that Finsbury Media can provide the following facilities to the Advertiser.

Except where the Advertiser requests Finsbury Media not to do so, Finsbury Media records the calls and the number they were placed from (unless the customer withholds its number) and makes the call recordings available to the

Advertiser for up to 90 days so that the Advertiser (and Finsbury Media as its consultant) can assess the quality of the leads the Advertiser is getting through Finsbury Media’s advertising.

Finsbury Media plays a recording in advance of the call notifying the Advertiser’s customer that the call is being recorded so that the customer may hang up if he or she does not want to be recorded. In addition, the Advertiser must notify all of its employees that their calls may be recorded and ensure that such recordings and notifications comply with all laws, regulations and practices relevant and/or applicable to its business.

 

Finsbury Media does not use the call recordings for its own purposes.

Tracking code

Finsbury Media may also use JavaScript tracking code to monitor the same activities on the Advertiser’s site and call tracking technology. In addition, Finsbury Media Tracking Code will also collect the referrer url, which is the url for the site that the consumer was viewing prior to visiting Advertiser’s site, and the consumer’s browser type (such as Google Chrome or Internet Explorer) and internet protocol (IP) address.

Remarketing

Following a visit to the Advertiser’s site, Remarketing allows Finsbury Media to serve an ad for the Advertiser’s site or products or services on third party sites. Finsbury Media is able to do this through its ad network providers dropping cookies on the Advertiser’s customer’s browser when he or she visits the Advertiser’s site and third party sites in the ad network provider’s network (“Ad Network Sites”). When the customer visits an Ad Network Site, the ad network reads the remarketing cookie dropped when the customer visited the Advertiser’s site and causes a further ad from the Advertiser to be displayed on the third party site.

During this process Finsbury Media and/or its ad network providers, through the cookie and pixels in the Advertiser’s site, collects the referrer url (which is the url for the site that the customer was on prior to visiting the Advertiser’s site), user agent (which is the customer’s browser type), IP address, date and time, and domain type of the customer. This information is used to increase the effectiveness of the remarketing for example by displaying the ad subsequently and limiting the number of times the customer sees the same ad. Neither Finsbury Media nor the ad network provider build up profiles of third party sites that the customer has visited, and the information is not shared with other third parties for marketing purposes; the information is used only to remarket the Advertiser’s site or products or services.

Finsbury Media’s subcontractors

Finsbury Media may use subcontractors to provide the services set out above. Where relevant, any additional use of personal information that such subcontractors make will be set out in their privacy policies linked to in the Advertiser Services Cookies Policy.

 

Finsbury Account Terms

These Finsbury Media Account Terms and Conditions, in conjunction with the Agency Program Terms & Conditions, Affiliate Program Terms & Conditions, and Advertising Terms & Conditions, as applicable (collectively, this “Agreement”), shall constitute the agreement between Finsbury Media, Inc. (“Company”) and the business entity (“Business” or “you”) that has established an account with Company’s advertising platform (“Platform”). All individual accounts (“User Accounts” or “Account Users”) created by the Business or any person permitted access to the Business’ account shall automatically be bound by this Agreement.

1. Acceptance of Terms. Company provides services to you subject to this Agreement. Company may modify this Agreement from time to time as provided in Section 21 below. Your continued use of the Service (as defined below) or Company’s web sites following any such modifications signifies your acceptance of those modifications. You are responsible for monitoring the Company’s web sites periodically for notices regarding any such modifications. Modifications will apply only to activities undertaken after the effective date thereof.
2. Description of Service. Company provides users with the ability to set up online advertising campaigns, pay for those campaigns, and access reports detailing the activity for those campaigns (the “Service”) through the Company’s Platform. Unless explicitly otherwise agreed by the parties hereto, any new features that augment or enhance the Service, including the release of new Company properties, shall be subject to this Agreement. You further understand and agree that the Service is provided “AS-IS” and that Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment and software necessary to access the Service.
3. Account Registration Obligations. You represent and warrant that you are of legal age to form a binding contract and are not a person barred from receiving services such as the Services under the laws of the United Kingdom or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or if Company has reasonable grounds to suspect that any Registration Data is untrue, inaccurate, not current or incomplete, Company may, in the exercise of its sole discretion, suspend or terminate your account and refuse to permit you to make any and all current or future use of the Service (or any portion thereof).

 

4. Payment Terms. Amounts due and owing by Business that are not paid when due shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Business to make payment, Business will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Company in collecting such amounts. All payments due hereunder are in Pounds Sterling or agreed currencies and are exclusive of any sales, use or similar applicable taxes. Business shall promptly pay all such taxes and any associated interest and penalties
5. Privacy Policy. Company will not intentionally disclose any of your personally identifying information (i.e., your name, telephone number, address, email address, or similar information that may be used to specifically identify you) to third parties without your consent except where the Company, in good faith, believes such disclosure is necessary to comply with the law or to enforce this Agreement. Company reserves the right to distribute demographic and other information that does not specifically identify you to any person under any terms, subject to any other obligations of confidentiality in this Agreement. Company may utilize e-mails to notify you when you have successfully set up an account, when you have requested a temporary password be e-mailed to you, when payments have been processed, when campaigns have been activated, when campaigns are about to expire, when campaigns have expired, and, from time to time, Company may send e-mails mentioning important news regarding the Service or your account. New Registrants are automatically opted-in to receive all e-mails, and, except as specifically provided below, opting-out is not permitted during the term of this Agreement. In addition, Company may make available the ability for users to receive Daily Leads E-Mails for each of their advertising campaigns. You have the choice to opt-in or opt-out of receiving the Daily Leads E-mail at the time you are setting up your advertising campaign. Company may need to contact an Account User by telephone in the event e-mail is not an available source of communication or where the nature of the communication requires it.
6. Account Passwords and Security. You will receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6.

 

7. Account User Conduct. From time to time, Company may provide, as part of its Service, forums, discussion groups or other areas where account users may contribute content. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Company does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.
2. harm minors in any way.
3. impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service.
5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available (such as private information and proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party.
7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam” “chain letters,” “pyramid schemes,” or any other form of solicitation, except authorized solicitations in those areas (such as shopping rooms) that are designated for such purpose.

 

1. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any data or any computer software or hardware or telecommunications equipment.
2. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges.
3. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
4. intentionally or unintentionally violate any applicable local, state, national or international law,
5. “stalk” or otherwise harass another, or
6. collect or store personal data about other users.

You acknowledge that Company may or may not pre-screen Content, but that Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, Company and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Company or submitted to Company, including without limitation information in Company Message Boards, and in all other parts of the Service.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Company and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

 

You grant Company a nonexclusive, worldwide, irrevocable license to create derivative works based on your Content and to use, duplicate, distribute, and otherwise exploit by any means, whether now known or hereafter developed or discovered, any such Content or derivative works based thereon to the extent contemplated hereunder.

8. Indemnity. You agree to indemnify and hold Company, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.
9. No Resale of Service. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
10. Modifications to Service. Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof). You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, except as expressly provided to the contrary in this Agreement.
11. Termination. Except as otherwise expressly provided herein, Company may immediately terminate your account and access to the Service, with or without cause of any type or nature, upon notice to you. Termination of your Company account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring further use of the Service. Except as expressly provided in this Agreement, Company shall not be liable to you or any third-party for any termination of your account or access to the Service. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations and any provisions that state that they survive) shall so survive.
12. Dealings with Advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Company does not sponsor or endorse any advertiser or advertised product or service. Accordingly, you agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

 

13. Links. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Company has no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
14. Company’s Proprietary Rights. You acknowledge and agree that the Service and any Company software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly provided herein to the contrary, you are not authorized, and you agree not, to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, Content or the Software, in whole or in part.
15. Company grants you a personal, non-transferable and nonexclusive right and license to use the object code of any Software provided to you by Company in connection with the Service on a single computer; provided that you are not authorized, and you agree not (and do not allow any third party) to copy, modify, create a derivative work of, distribute, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in such Software. You agree not to access the Service by any means other than through the interface that is provided by Company for use in accessing the Service.
16. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
17. Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
18. Company makes no warranty that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the software will be corrected.

 

1. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
2. No advice or information, whether oral or written, obtained by you from company or through or from the service shall create any warranty not expressly stated in this agreement.
3. A small percentage of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the service. Certain conditions may induce previously undetected epileptic symptoms even in users who have no history of prior seizures or epilepsy. If you, or anyone in your family, have an epileptic condition, consult your physician prior to using the service. Immediately discontinue use of the service and consult your physician if you experience any dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, convulsions or other symptoms possibly indicating a potential problem.
4. Limitation of liability. Business expressly understands and agrees that company shall not be liable under this agreement for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if company has been advised of the possibility of such damages), regardless of the cause of such damages. Without limiting the generality of the foregoing, company shall have no liability for damages resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service or this agreement. In no event shall company’s aggregate liability under this agreement, whether in contract, tort or any other theory of liability, exceed the amounts actually paid to company hereunder; provided that liability arising under any other terms and conditions made a part of this agreement may be further limited as provided in such terms and conditions.

 

18. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
19. Notice. Company may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Messages portion of the Company’s web site accessible upon your logon thereto.
20. Trademark Information. The Company trademarks and service marks and other Company logos and product and service names are trademarks of Company (the “Company Marks”). Without Company’s prior written permission, you are not authorized, and you agree not, to display or use in any manner, the Company Marks.
21. Entire Agreement. This Agreement constitutes the entire agreement between you and Company relating to the Service, superceding any prior agreements between you and Company. This Agreement may be amended only (i) as expressly provided herein or (ii) by a writing signed by each of the parties hereto.
22. Choice of Law and Forum. This Agreement and the relationship between you and Company shall be governed by the laws of the State of California applicable to contracts entered into and performed in California by residents thereof. Any claim by either party hereto against the other party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in the county of Los Angeles, state of California; provided that administrative and other non-judicial actions may be brought in any location.
23. Waiver and Severability of Terms. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision to the extent possible under applicable law, and the other provisions of this Agreement remain in full force and effect.
24. Transferability. Business shall not assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder, and any purported assignment, delegation or other transfer in violation of this Section 24 shall be null and void. Company may assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder upon notice to Business in connection with any assignment, license or other transfer of any Company assets relating to the Service or any rights therein.

 

25. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred; provided that this Section 25 shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.
26. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
27. Violations. Please report any violations of this Agreement to info@finsburymedia.com
28. Promotional Credits. From time to time, Company may offer Account Users promotional credits towards advertising through the Platform. Company may initiate and terminate the issuance of promotional credits at any time. In no case shall the Account User’s ability to apply promotional credits extend beyond one (1) year from the time the promotional credit is issued to the Account User, and Company reserves the right to change the period during which promotional credits can be applied at any time upon notice. Promotional credits cannot be redeemed for cash and are non-transferable, not even to other Account Users from the same Business. If a promotional credit is applied to the cost of one or more of Company’s Services, it cannot be used again or credited back to the Account User. In other words, once a promotional credit is redeemed, it is forfeited at that time.
29. Destination Pages. Company may provide Business with a web site (“Destination Page”) as part of its Services. While Company will take reasonable measures to ensure that the Destination Page is generally accessible through the Internet, the Company does not warrant that Destination Page can be accessed (i) through all Internet browsers; (ii) through any device that can access the Internet. Nor does the Company warrant that the Destination Page can be accessible 24 hours a day and 7 days a week, whether or not the Company is hosting the Destination Page on its own servers or contracting with another business entity to provide the hosting services for those Destination Pages. Company shall have no liability in connection with any failure of availability or usability of any Destination Page or other Internet site.
30. Business acknowledges and agrees that the provisions of this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement that are fundamental to the parties’ understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this Agreement and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or the Services. Without limiting the generality of the foregoing, Business agrees that all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.

 

31. Independent Contractor Relationship. Business’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Business will not be entitled to any of the benefits which Company may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits. Business is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Business is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Business is solely responsible for any expenses incurred in the course of performing services under this Agreement. If requested by Company, Business may be required to provide the necessary city, state, and federal tax information as required by the Internal Revenue Service, including, but not limited to, the Business’ social security number or employer tax ID number. Business further agrees that it is the Business’ sole responsibility to provide such information to Company in a timely fashion and that a failure to do so may result in the delay or forfeiture of any payments due Business from Company under the terms of this Agreement

Finsbury Website Product Terms

The following terms and conditions apply to all services, including website development and design services, (the Services) provided by Finsbury Media (Med Media Group Ltd t/a  (Finsbury Media) to the Client, in conjunction with any relevant quotation provided to the Client by Finsbury Media (Terms), unless otherwise agreed in writing. Acceptance of a quote, purchase and/or use of the Services shall be considered acceptance of the Terms.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT TERMS AND/ OR THE SERVICE AT ANY TIME.

1. Charges

Charges for the Services are defined in the project quotation that the Client receives from Finsbury Media via email. Quotations are valid for a period of 30 days. Finsbury Media reserves the right to alter a quotation or decline to provide the relevant Services after expiry of the 30 days.

Unless agreed otherwise with the Client, all our website design services require an advance payment of a minimum of fifty (50) percent of the project quotation total before the work commences. A second payment of fifty (50) percent is required after the client review and design sign off stage, with the remaining percentage of the project quotation total due upon completion of the work, prior to upload to the server or release of materials.

 

The Client agrees to reimburse Finsbury Media for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of domain names, plugins, special fonts, stock photography and stock videos.

All Charges are exclusive of VAT.

2. Invoicing and payment

Finsbury Media shall submit invoices in line with the timescales above. Invoices are sent via email, but hard copy invoices are available on request. Payment is due on receipt of the invoice by the Client.

Payment for services is made by Gocardless or bank transfer (if agreed). Our Bank details are shown on invoices.

If the Client fails to make any payment due to Finsbury Media by the due date, without limiting Finsbury Media’s remedies under or in connection with these terms and conditions, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’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 Client shall pay the interest together with the overdue amount.

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Finsbury Media’s web space, Finsbury Media will, at its discretion, remove all such material from its web space. Finsbury Media is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Finsbury Media reasonable expenses, including legal fees and costs for collection by third-party agencies incurred by Finsbury Media in enforcing these Terms.

Balances left outstanding for 30 days or more may lead to project termination and the full balance will become due

Late or non-payments for 7 days for web hosting will result in the suspension of the client website and all services will cease.

 

3. Client Review

Finsbury Media will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. Finsbury Media will endeavour to seek for Client’s approval in writing at every milestone. When amendments are sent by Client, Finsbury Media are to be given time to schedule amendment tasks in and will inform Client date of completion for next review. If Client does not notify Finsbury Media in advance of any delays in providing feedback or amends within ten (10 days), Finsbury Media reserves the right to put Client’s website project on hold until we receive the next feedback.

Finsbury Media will endeavor to help reschedule website projects back into workflow. Finsbury Media will advise on the next suitable date with Client to resume the website project after checking on the current workload.

After one hundred and eighty days (180 days) of inactivity from Client, the remaining balance of the website project will become due. This will need to be settled upfront before Finsbury Media can reschedule the website project back into workflow. Finsbury Media reserves the right to close Client’s website project account.

4. Turnaround Time and Content Control

Finsbury Media will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at the date agreed with Client upon Finsbury Media receiving initial payment, unless a delay is specifically requested by the Client and agreed by Finsbury Media.

In return, the Client agrees to provide Finsbury Media promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by Finsbury Media for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid Finsbury Media with progressing the commission in a satisfactory and expedient manner.

During the project, Finsbury Media will require the Client to provide website content; text, images, movies and sound files, along with any relevant background information.

5. Failure to provide required website content

Finsbury Media is a small business, and to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

 

This is why we ask that the Client provides all the required information in advance as defined during your onboarding call with us and will be documented in basecamp. Please refer to number 6 in this agreement. On any occasion where progress cannot be made with the Client’s website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25% of the Charges. If the Services involve Search Engine Optimisation we need the text content for the Client’s site in advance so that the SEO can be planned and completed efficiently.

If the Client agrees to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to put the website project on hold. Our website on hold procedure will be applied as mentioned in Clause 3 of this agreement. Simply put, do not give us the go ahead to start until you are ready to do so.

NOTE: Text content must be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages must have the same titles as the agreed website pages. Contact us if you need clarification on this.

6. Communication

Finsbury Media uses Basecamp as the primary platform for communicating with all our clients. Guidance will be provided during onboarding call on best practice on using Basecamp. This allows our correspondence to be shared with all members of our team assigned to the project build. Online video call meetings and telephone calls are recommended to keep with project progress and are agreed in advance with each client preference. All online video calls are recorded for the purpose of allowing us to share web build updates and further tasks or amends to be done by our team. And anything else that may require further discussions to help with the project internally, Finsbury Media will only share this video recording with relevant team member(s) for problem-solving or advice. All recordings are handled according to our data retention policy which is available upon request.

7. Web Browsers

Finsbury Media makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the latest version of the most popular browsers (e.g. Firefox, Google Chrome, Microsoft Edge and Safari). The Client agrees that Finsbury Media cannot guarantee correct functionality with old, obsolete or obscure operating systems and web browsers. Unless specifically requested and agreed, this may be subject to additional fees.

 

Finsbury Media cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Finsbury Media reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

8. Termination

Termination of services by the Client must be requested in a written notice to cancellations@finsburymedia.com for our consideration. Telephone requests for termination of services will not be honoured until and unless confirmed in writing.

9. Indemnity

All Finsbury Media services may be used for lawful purposes only. The Client agrees to indemnify and hold harmless Finsbury Media against all damages, losses and expenses arising as a result of any and all actions or claims resulting from the Client’s use of Finsbury Media’s service.

10. Intellectual property

Background IP means any IP Rights, other than Foreground IP, that is used in connection with these Terms.

Foreground IP means any IP Rights that arise or are obtained or developed by, or by a contractor on behalf of, either party in respect of the services and deliverables under or in connection with these Terms.

IP Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

All Background IP, including but not limited to any IP Rights in data, files and graphic logos provided to Finsbury Media by the Client, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background IP has derived).

The Client hereby grants to Finsbury Media a non-exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of Finsbury Media. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Finsbury Media permission and rights for use of the same. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Finsbury Media that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The Client shall indemnify and hold harmless Finsbury Media against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to Finsbury Media by or on behalf of the Client infringe the IP Rights of a third party.

All Foreground IP shall vest in and be owned absolutely by the party creating or developing it. Finsbury Media hereby grants the Client a non-exclusive licence of such Foreground IP for the purpose of operating the website.

11. Confidentiality

Each party (the Receiving Party) shall use its reasonable endeavours to keep confidential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the Confidential Information) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.

During the term of these Terms the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.

 

The obligations in this clause 10 shall not apply to any Confidential Information which is:

• at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the Receiving Party or any Recipient;
• furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or
• required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.

All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately delivered by the Receiving Party to the Disclosing Party upon the Disclosing Party’s request or the termination of these Terms (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

12. Data protection

For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to Finsbury Media, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.

Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.

The Client will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include you providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the Client to Finsbury Media and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.

The parties acknowledge that if Finsbury Media processes any personal data on the Client’s behalf when performing its obligations under this agreement, the Client is the controller and Finsbury Media is the processor for the purposes of Data Protection Law.

 

The scope, nature and purpose of processing by Finsbury Media, the duration of the processing and the types of personal data and categories of data subject are set out in our Privacy Notice and the project quotation.

In relation to the processing of personal data under these terms and conditions, Finsbury Media shall:

• process personal data on the Client’s behalf only on and in accordance with the Client’s documented instructions as set out in this clause 11 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
• ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
• implement and maintain appropriate technical and organisational measures in relation to the processing of personal data; you hereby acknowledge that you are satisfied that our processing operations and technical and organisational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;
• promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
• assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance;
• retain personal data in accordance with the retention periods set out in our Privacy Notice;
• make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year; and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits;

 

• take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the Terms; and
• notify the Client without delay (and if possible within 24 hours) upon us or any sub-processor becoming aware of a personal data breach affecting personal data processed on the Client’s behalf, providing the Client with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.

The Client hereby gives Finsbury Media consent to engage sub-processors for processing of personal data on your behalf. We shall inform the Client before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.

Finsbury Media shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to the Client for the performance or non-performance of the sub-processors’ obligations. Upon your request, we are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.

We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.

13. Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (Word or Google Docs, email or FTP) and that all photographs and other graphics will be provided electronically in .gif, .jpeg, .png, .eps, .svg or .tiff format. Although every reasonable attempt shall be made by Finsbury Media to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.

14. Design Credit and Marketing

A link to Finsbury Media will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. A request by client to remove the design credit must be received in writing.

The Client agrees that the website developed for the Client may be presented in Finsbury Media’s portfolio, and hereby grants Finsbury Media a worldwide, perpetual, non-exclusive licence to use its name, logo and branding for advertising, marketing and promotional activities.

15. Third Party Servers

Finsbury Media designs and tests websites to work on its own servers, and cannot guarantee correct functionality if the Client wishes to use a third-party server. In the event that the Client is using a third-party server, it is the responsibility of the Client and any third party host to ensure that the server is compatible with the website. Finsbury Media can assist the Client to configure the server if this is required. This is subject to additional charges on fees applicable.

If the Client’s website is to be installed on a third-party server, Finsbury Media must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server. This may be subject to an additional fee of £100 per hour.

16. Post-Placement Alterations

In the event that the Client wishes to make alterations to the website once installed, the Client agrees to give Finsbury Media the opportunity to quote to provide such alterations. There is no obligation on the Client to accept the quote provided by Finsbury Media.

All alteration requests will be scheduled as per our workload. The agreed minimum estimate provided by Finsbury Media will need to be paid for upfront. Please allow for 20% on either side of this minimum estimate. Finsbury Media will keep the Client advised on any additional costs beyond the minimum estimate.

Finsbury Media cannot accept responsibility for any alterations caused by the Client or a third party occurring to the website once installed. Such alterations include, but are not limited to additions, modifications or deletions.

Without any website maintenance agreement with Finsbury Media any required fixes for errors caused by the Client, will be charged at our hourly rate of £100. Finsbury Media will follow a process to investigate the matter causing the error in order to recommend solutions and provide a minimum quote.

 

17. Domain Names

Finsbury Media may purchase domain names on behalf of the Client. Payment in relation to, and renewal of, those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Finsbury Media. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

Any domains held by the Client should remain under their own account. If the Client needs to transfer domain account away from current domain provider this needs to be the Client’s responsibility to sort out transfer and billing account and not Finsbury Media. Wherever possible client should contact their own domain service provider.

18. Third Party Products….

Any third party software which Finsbury Media agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence and or any subscription fees for such third party software is included in the Charges payable pursuant to clause 1.

19. General

These Terms constitute the entire agreement between the parties and supersedes all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to Finsbury Media. Notices to Finsbury Media shall be sent to the email address or address set out at www.finsburymedia.com.

 

20. Digital Marketing

Finsbury Media will honour the components of your chosen digital marketing scope of work. In the event that payment is not received on time, we regret that further work will be halted until this is rectified.

21. Liability

Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.

Finsbury Media shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) loss of, damage to or corruption of data; (h) any indirect or consequential loss; (i) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the website; or (j) loss or damage to the Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.

The entire liability of Finsbury Media to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

22. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.

23. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation 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 exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.