Enrich Advertising Ltd - Terms and Conditions

The following terms and conditions (“Advertising Terms and Conditions”) are deemed to be incorporated into each advertising Insertion Order accepted by Enrich Advertising Ltd (“ENRICH”).

1. DEFINITIONS
Advertisement means an electronic advertisement or series of electronic advertisements, links or promotional content as more particularly described in the Insertion Order as agreed from time to time;
Campaign Period means the period of advertising as set out in the Insertion Order;
Commencement Date means the first date of the publication of the Advertisement;
Impressions means the number of Advertisement impressions or Advertisements viewed;
CPA means cost per acquisition and is the rate agreed by ENRICH and You to deliver a customer to your service;
Insertion Order means the Insertion Order for the electronic publication of the Advertisement;
Publisher means the owner of, or controller of the Website;
Websites means the various websites owned by or in the control of the Publisher on which the Advertisement is to be published in accordance with the Insertion Order;
You, Your means the customer being the person named in the Insertion Order;

2. SERVICES OF ENRICH
2.1) ENRICH will on your behalf seek to place the Advertisement on the Websites as specified in the Insertion Order and that all Advertisements placed on the Websites shall be at the discretion of ENRICH , the identity of which shall remain confidential.
2.2) You acknowledge that ENRICH will not be required to publish the Advertisement itself.
2.3 ENRICH shall on your behalf seek to publish the Advertisement on the Commencement Date and subject always to payment being received in accordance with clause 8.1 and clause 8.2.
2.3) ENRICH will not be required to seek to publish any Advertisement where suitable instructions, requirements and specifications have not been received from you prior to the Commencement Date. ENRICH will not be liable for the loss or corruption of any materials provided by you.
2.4) You acknowledge that ENRICH will verify all reporting in the case of CPA insertion orders and all acquisitions of customers will be confirmed by ENRICH

3. YOUR OBLIGATIONS
3.1) You will provide ENRICH with all materials required for the publishing of the Advertisement on the Websites and in accordance with any instructions, technical requirements or other specifications which ENRICH may require from time to time.
3.2) You agree not to seek to deal directly with any Publisher introduced by ENRICH and agree that in the event that this term is breached for any reason whatsoever, you shall pay to ENRICH a fee equivalent to the charge which ENRICH would have received for providing the Advertisement or a similar service.
3.3) You acknowledge that in the case of CPA insertion orders, where reporting is required in relation to conversion rates of Your website and successful acquisitions of customers, that all reporting required by ENRICH will be delivered by You and that ENRICH has a right to audit You.

4. DURATION AND CANCELLATION
4.1) Each Advertisement shall commence on the Commencement Date and shall terminate in accordance with the terms set out in the Insertion Order.
4.2) An Advertisement may not be cancelled without the prior written consent of ENRICH, such consent not to be unreasonably withheld or delayed.
4.3) Your Advertisement may not be cancelled at any time following the Commencement Date.
4.4) In the event of a cancellation prior to the Commencement Date, you shall be responsible for any third party costs incurred by ENRICH due to termination, and shall in addition pay to ENRICH a cancellation fee amounting to 50% of the original cost stated in the Insertion Order, which would have been received by ENRICH .
4.5) ENRICH reserves the right to cancel an insertion order at any time without having to provide notice to You.

5. WARRANTIES
5.1) You warrant that in relation to an Advertisement you agree to be published by ENRICH whether acting directly or indirectly as the advertiser of the product or service or as an agent or representative that:
(i) you have the right to publish all of the contents of the Advertisement and grant to ENRICH such right, that the reproduction and/or publication of the Advertisement by ENRICH will not breach any contract or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render ENRICH liable to any proceedings whatsoever;
(ii) any information supplied in connection with the Advertisement is accurate, complete and does not contain anything which is defamatory obscene, false or misleading;
(iii) in respect of any Advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or
any copy by which any living person is or can be identified you have obtained the authority of such person to make use of such name, representation and/or copy;
(iv) each Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom or in any other territory where the Advertisement is to be shown and directed to the residents of that territory. You accept responsibility for notifying ENRICH of any restrictions which should be placed on the display of an Advertisement in any territories;
(v) all advertising submitted to ENRICH is legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority in respect of electronic and online advertising and all other relevant industry codes of practice including such other codes as may apply to advertising in such other territories where the Advertisement is to be shown and directed to residents of that territory;
(vi) no hypertext link used in any Advertisement will render ENRICH liable to any proceedings whatsoever and ENRICH will be promptly advised of any changes which would affect the functioning of the link and all necessary steps will be taken to correct any malfunction of any such hypertext link; and
(viii) any hypertext link from any Advertisement will not affect any user of the Website’s ability to click on the back button on the browser back to the Websites.

6. INDEMNITY
6.1) You agree to promptly and fully indemnify and keep indemnified ENRICH and hold ENRICH harmless against any and all expenses, damages, liability, claims and losses of any kind (including reasonable legal fees and costs) incurred by ENRICH in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or sales practices) arising from an Advertisement and/or any material provided by you, to which users can link through an Advertisement or as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Advertising Terms and Conditions or implied by law and the indemnity may, without limitation, be claimed as a debt or liquidated demand. You warrant that you have sufficient funds and insurance to satisfy the indemnity given by you in this Clause 6.1.

7. RIGHT TO AMEND AND/OR REJECT
7.1) ENRICH may, without derogation from the warranties contained in Clause 5, refuse or require to be amended any artwork, materials and copy for or relating to an Advertisement so as:-
(i) to comply with the legal or moral obligations placed on ENRICH or you; or
(ii) to avoid infringing a third party’s rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority, such other codes as may apply to advertising in such other territories where the Advertisement is to be shown and directed to residents of that territory or, the production and quality specifications stipulated or referred to in the Insertion Order or within these Advertising Terms and Conditions.
7.3) ENRICH has the right in its absolute discretion to decline to publish, to omit, suspend, reject or cancel any Insertion Order or remove any Advertisement from any of the Websites for any reason whatsoever.
7.4) Disclaimers used by ENRICH on the Websites may include a notice to a person following a link from the Advertisement that the person is leaving the Website and ENRICH is not responsible for the content of the Website accessed by that link.
7.5) In instances where a CPA model is agreed, ENRICH have the right to change the agreed CPA rate subject to Your approval. If You don’t agree to the new CPA rate ENRICH have the right to cancel the insertion order. In this instance You will still make all payments due to ENRICH for transactions that have occurred until the date of cancellation.

8. PAYMENT
8.1 ) You shall pay to ENRICH the total sum as set out in the Insertion Order for the publishing of the Advertisement including VAT within 14 days of the date of the Insertion Order.
8.2) If credit terms are agreed between ENRICH and You, payment is due within 15 days from the date of the invoice, which will be issued at the end of the month in which the Advertisement is first published.
8.3) You agree to pay to ENRICH in respect of each Advertisement for which payment is not received by the due time:-
(i) interest on the amount paid late at the rate of 4% above the base rate of National Westminster Bank plc accruing from day to day (including the day on which payment was due) both before and after judgment.
(ii) any such additional charges are payable within 7 days following delivery of ENRICH ’s invoice requesting the payment of such charges.
8.4) In the event of any failure by you to make payment, you will be responsible for all expenses (including legal fees), incurred by ENRICH, in recovering such payments from you.

9. RENEWAL
9.1) Any renewal or additional advertising requested by you shall be at ENRICH sole discretion and ENRICH may in its absolute discretion change any of the rates applicable for such renewal or additional advertisement as appropriate.

10. LICENCE
10.1) You grant to ENRICH a worldwide non-exclusive, fully paid license to reproduce and display each Advertisement (including all contents, trademarks and brand features contained therein).
10.2 ) ENRICH shall not be prohibited at any time from arranging the publication of Advertisements for any product or business which is competitive to your product or business.

11. LIMITATION OF LIABILITY
11.1) ENRICH shall deliver the Advertisement in accordance with the Insertion Order, and shall not be liable for any failure, technical or otherwise, for such Advertisement not appearing on the dates specified.
11.2 ) In the event that the number of Impressions as set out in the Insertion Order are not delivered within the Campaign Period specified, ENRICH shall arrange to publish the Advertisement (or a replacement Advertisement if requested by you) as soon as is reasonably practicable in the period following the Campaign Period and for such time as is necessary to generate a number of substitute Impressions equal to the shortfall.
11.3 ) In no event will ENRICH be responsible for any indirect, incidental, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production or anticipated savings arising out of or in connection with the publishing of the Advertisement on the Website, any failure to publish the Advertisement in a timely manner or at all in accordance with the provisions of the Insertion Order or these Advertising Terms and Conditions or any other breach by ENRICH of the Insertion Order or these Advertising Terms and Conditions. Without prejudice to the generality of the foregoing, ENRICH attempts to provide a constructive interactive service on the Website but shall not be responsible for the acts, defaults, misconduct or negligence of any other registered users of the Website or any other advertisers on the Website.
11.4) ENRICH does not limit or exclude liability for death or personal injury caused by its negligence.

12. CONFIDENTIALITY
12.1) You agree to keep confidential the terms of these Advertising Terms and Conditions, the Insertion Order and any information (written, oral or in any other form) which is of a confidential nature concerning the business and affairs obtained hereunder strictly confidential and will not make any statement regarding such terms and information except with the prior written consent of ENRICH, not to be unreasonably withheld or delayed. This obligation shall not apply to any information which is in the public domain otherwise than as a result of breach of this clause, which is required to be disclosed by law or any regulatory or governmental body.

13. FORCE MAJEURE
13.1) Neither you nor ENRICH shall be in breach of these Advertising Terms and Conditions or under any liability for any delay, loss, or damage caused wholly or in part by any act of God, governmental restriction, fire, flood, power failure, condition or control breakdown, malfunction in any telecommunication system computer service, link failures, power difficulties, telephone outages, network overload, default or failure of a third party, or by any other act, matter, or thing beyond its reasonable control.

14. GENERAL
14.1) Nothing herein shall or shall be deemed to create any partnership or joint venture between the parties hereto.
14.2 ) You may not resell, assign, transfer, encumber or otherwise dispose of or subcontract any of its rights or obligations hereunder and any attempt to do so will entitle ENRICH to terminate this contract and any arrangements contemplated hereby immediately without liability on the part of ENRICH .
14.3 ) No failure or delay by ENRICH in exercising any right, power or privilege contained in these Advertising Terms and Conditions shall operate as a waiver thereof nor shall any single or partial exercise by ENRICH of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
14.4) If any one or more of the provisions contained in these Advertising Terms and Conditions shall be deemed by any Court or other competent authority to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
14.5 ) These Advertising Terms and Conditions together with the Insertion Order set out the entire agreement and understanding between the parties and supersede all previous agreements, arrangements, understandings and commitments and you confirm that you are not placing the Insertion Order or accepting these Advertising Terms and Conditions or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out herein (save that no liability for fraudulent misrepresentation is excluded by this provision).
14.6) You agree to execute and deliver to ENRICH as appropriate all such other documents, assurances and acts as may be reasonably necessary to fulfill the provisions of these Advertising Terms and Conditions.
14.7) These Advertising Terms and Conditions and the Insertion Order are governed by and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.