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Advertising terms and conditions

  1. Terms and Conditions

The following terms and conditions apply to all advertising services provided by Entirely Education, unless otherwise agreed by Entirely Education in writing. These terms shall take precedence over any terms and conditions of the Client whether attached to, enclosed with or referred to in any purchase order or e-mail of the Client or any agent acting on behalf of the Client or elsewhere. These terms may not be varied except by written agreement of Entirely Education.

  1. Definitions

2.1. In these terms and conditions, the following expressions shall have the following meanings unless the context otherwise requires:

“the Client”
means the person, firm or company placing an Insertion Order;

“Agreed Duration”
means the period of time an advertisement is to be displayed as agreed between the Client and Entirely Education and set out in an Insertion Order;

“Insertion Order”
means either an advertising order form specified by ENTIRELY EDUCATION or the Client or its agent’s purchase order ]or an e-mail from the Client or its agent instructing ENTIRELY EDUCATION to place advertising on the Client’s behalf;

“ENTIRELY EDUCATION”
means Entirely Education Limited whose registered office is at 303 Whitby House, Canary Wharf, London, E14 9AX;

“Websites”
means the Entirely Education websites and any other websites controlled by Entirely Education;

  1. Insertion Orders and Advertising Rates

3.1 Acceptance of advertising is subject to receipt by ENTIRELY EDUCATION of an Insertion Order.

3.2 Unless otherwise agreed in writing the Client and ENTIRELY EDUCATION agree to be bound by Insertion Orders entered into electronically (including via email and/or agreed digital signature software) and the Adverting Agency waives any right to contest the validity of an electronically submitted Insertion Order (and associated communications )which shall be admissible in court. The Client and ENTIRELY EDUCATION shall use appropriate security measures to guard against unauthorised access, alteration or destruction of Insertion Orders (and/ or associated communications.)

3.3 Insertion Orders are accepted by ENTIRELY EDUCATION subject to ENTIRELY EDUCATION’s rate card that is current at the time of acceptance of an Insertion Order. Rates are subject to change upon written notice from ENTIRELY EDUCATION. In the event of any rate increase during the period of an Insertion Order, the Client will have the option to either

3.3.1 cancel the remaining period of the Insertion Order on one month’s notice or if the rate increase is due to occur within the period of one month to cancel the remaining period of the Insertion Order on the date of the rate increase, whichever period is the shorter, without penalty ;or

3.3.2 continue with the Insertion Order at the revised rate.

  1. Cancellation

Subject to the provisions of clause 3.3, an Insertion Order cannot be cancelled unless agreed in writing by ENTIRELY EDUCATION.

  1. Provision of Advertising Materials

5.1 The Client will provide all materials for an advertisement (including GIF or JPEG files), in accordance with ENTIRELY EDUCATION’s requirements as set out in an Insertion Order, including (without limitation) the manner of transmission to ENTIRELY EDUCATION, the lead-time prior to publication of the advertisement and such technical specifications as ENTIRELY EDUCATION may require from time to time.

5.2 ENTIRELY EDUCATION will not be required to publish any advertisement that has not been received in accordance with the requirements of clause 5.1 and reserves the right to charge the Client (at ENTIRELY EDUCATION’s current rate) for inventory held by ENTIRELY EDUCATION pending receipt of acceptable materials from the Client which are past due.

  1. Advertising Content

6.1 The content of advertisements are subject to ENTIRELY EDUCATION’s approval. ENTIRELY EDUCATION reserves the right to reject or cancel any advertisement, Insertion Order, space reservation or position commitment at any time, or remove any advertisement from Websites, or reject any URL link embodied within any advertisement.

6.2 The Client shall notify ENTIRELY EDUCATION as soon as is reasonably practicable by email or phone of any inaccuracy or changes that need to be made to any advertisement.

6.3 Where the Client uses a third party to serve advertisements to ENTIRELY EDUCATION (“third party provider”), ENTIRELY EDUCATION

6.3.1 reserves the right to terminate in its sole discretion the right of the third party provider to serve the Client’s advertisements to the Websites and in the event of such termination ENTIRELY EDUCATION may serve the advertisements instead; and

6.3.2 will have no liability for any failure to publish any advertisement or for any loss of any kind which may be suffered by the Client where those failures or losses are due to or arise out of or in connection with any act or omission of a third party provider.

6.4 The content of all advertising incorporating data provided by a third party is not subject to the Client’s prior approval but no warranty is given by ENTIRELY EDUCATION with relation to the accuracy of such advertisements. ENTIRELY EDUCATION does not undertake to review the content of any advertisements and any such review of, and approval by, ENTIRELY EDUCATION shall not be deemed to constitute an acceptance by ENTIRELY EDUCATION that such advertisement is provided in accordance with these terms and conditions nor shall it constitute a waiver of ENTIRELY EDUCATION’s rights hereunder.

6.5 ENTIRELY EDUCATION gives no warranties, express or implied, as to the accuracy of any advertisement. In the event that any advertisement is inaccurate as a result of the actions of ENTIRELY EDUCATION, the Client’s sole remedy shall be for ENTIRELY EDUCATION to remedy such inaccuracy within 2 working days of the inaccuracy being notified to it by the Advertising Agency.

  1. Positioning of Advertisements

7.1 ENTIRELY EDUCATION reserves the right (a) to re-design the Websites and (b) subject to clause 7.2, to re-position advertising and sponsorship accordingly without prior notice.

7.2 Positioning of advertisements is at the sole discretion of ENTIRELY EDUCATION except where a request for a specific preferred position is acknowledged by ENTIRELY EDUCATION in writing. Advertising material must be received by ENTIRELY EDUCATION by the agreed date, otherwise position may be lost, reduced or, in the case of directory listings or fixed position advertisements, the insertion term may be reduced.

7.3 ENTIRELY EDUCATION will notify the Client by email that an advertisement has been added to the Website and the Agreed Duration will begin from the date of such email notification by ENTIRELY EDUCATION.

7.4 The Client acknowledges that Websites on which advertisements are displayed are provided on an “as is” and “as available” basis without any representation or endorsement. ENTIRELY EDUCATION makes no warranties of any kind, whether express or implied, in relation to any Websites, including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from any course of dealing or usage or that Websites will meet any requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Websites or the server that makes it available are free of viruses or bugs or are fully functional, accurate, or reliable.

7.5 The Client acknowledges that optimised web pages containing the Client’s name and information may be submitted to search engines at the expense of ENTIRELY EDUCATION

  1. Usage Statistics

8.1 The Client acknowledges that usage statistics provided by ENTIRELY EDUCATION are the official, definitive measurements of ENTIRELY EDUCATION’s performance on any delivery obligations provided in any Insertion Order.

8.2 Notwithstanding the provisions of any Insertion Order, the Client acknowledges that ENTIRELY EDUCATION does not guarantee any usage statistics, which include, without limitation, levels of view or application click-throughs for any advertisement or for any banner or button specified for each advertisement.

8.3 ENTIRELY EDUCATION provides the Client with usage statistics only as a courtesy to the Client and ENTIRELY EDUCATION will not be held liable for any claims relating to any usage statistics however supplied.

  1. Client Representations and Acknowledgements

9.1 The Client warrants and represents to ENTIRELY EDUCATION that:

9.1.1 it has the right to publish and/or otherwise transmit all of the contents of the advertisements, and can grant to ENTIRELY EDUCATION such right, and that such publication will not, including in the jurisdiction in which it is published and/or transmitted: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law, regulation, contract or ENTIRELY EDUCATION policy;

9.1.2 the advertisements do not contain anything that is defamatory, obscene, false or misleading; and

9.1.3 it has complied with all relevant advertising laws and industry codes of practice including (without limitation) those issued by the Committee of Advertising Practice in the UK or the Advertising Standards Authority as applicable.

9.2 The Client acknowledges that its is solely responsible for the acquisition of all third party clearances, permissions and licences which are necessary in connection with the publication/transmission of any advertisements in the relevant jurisdiction, and for the payment of all applicable royalty fees and for all payments or royalties, if any, payable to any collecting society or under any collective bargaining agreement or otherwise

9.3 The Client agrees to indemnify and keep ENTIRELY EDUCATION indemnified and hold ENTIRELY EDUCATION harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred as a result of any breach of the warranties or acknowledgements set out in clauses 9.1 and 9.2 or otherwise 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 breach of any industry advertising codes) arising from the advertisement and /or any material (of the Client or otherwise) to which users can link through the advertisement/banner and/or button

9.4 The Client will defend or settle at its own expense any action or other proceedings brought against ENTIRELY EDUCATION that relates to the advertisement and/or any material of the Client to which users can link through the advertisement. ENTIRELY EDUCATION shall notify the Client promptly of any such claim and shall permit the Client to assume and control the defence of such action with Counsel chosen by the Client (who shall be reasonably acceptable to ENTIRELY EDUCATION) and shall not enter into any settlement or compromise of any such claim without the Client’s prior written consent. The Client shall pay any and all proper costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded against or incurred by ENTIRELY EDUCATION in any such action or proceedings.

  1. Invoices and terms of payment

10.1 Invoices shall be rendered by ENTIRELY EDUCATION upon acceptance of an Insertion Order .

10.2 ENTIRELY EDUCATION shall have the right to hold the Client responsible for the payment of all monies due and payable for advertising which the Client ordered and which advertising was published and displayed.

10.3 Payment of an invoice shall be made in full to ENTIRELY EDUCATION no later than fourteen days of the date of invoice (“the due date”). All payments hereunder shall be made in pounds sterling.

10.4 Amounts paid after the due date shall bear interest at the rate of 2% per month above the base lending rate of Barclays Bank plc from time to time from the due date until the date of actual payment, whether before or after judgment.

10.5 In the event of any failure by the Client to make payment:

10.5.1 the Client will be responsible for all expenses (including legal fees) incurred by ENTIRELY EDUCATION in collecting any unpaid amounts; and

10.5.2 ENTIRELY EDUCATION reserves the right to suspend any advertisements posted on the Websites.

10.6 The Company/ENTIRELY EDUCATION reserves the right to charge the Client for any advertisements posted outside of any contractual agreement period. Any advertisements posted will be charged individually at the current published rate card cost. The Company also reserves the right to remove any advertisement posted outside of any contractual agreement period without notice. Contract renewals not renewed with 5 working days of the expiry date carry an penalty administration fee of 12.5% of the renewal value.

  1. Liability

11.1 Nothing in these terms and conditions shall exclude or limit ENTIRELY EDUCATION’s liability for death or personal injury resulting from its negligence, liability for fraudulent misrepresentation or any other liability which cannot be excluded or limited under English Law. Subject to this :

11.1.1 ENTIRELY EDUCATION’s total liability to the Client in contract law or tort or otherwise howsoever arising shall be limited to the cost of placing the relevant advertisement ;

11.1.2 ENTIRELY EDUCATION shall not be liable in any way in respect of any failure or delay or defect in the supply of any advertisements caused by the supply of unsuitable material or content of by the Client or any third party provider ; and

11.1.3 ENTIRELY EDUCATION shall not be liable for any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings),any loss of goodwill or reputation or any special or indirect or consequential losses howsoever caused and even if foreseeable by ENTIRELY EDUCATION.

11.2 All warranties, conditions and other terms implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

  1. Matters beyond the reasonable control of ENTIRELY EDUCATION

ENTIRELY EDUCATION shall not be liable for any breach of these terms and conditions caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes ( whether or not involving ENTIRELY EDUCATION’s employees) weather of exceptional severity, unavoidable hardware or software failures, or acts of local or central government or other authorities.

  1. Miscellaneous

13.1 The invalidity, illegality or unenforceability of any provision in these terms and conditions shall not affect or impact the continuation in force of the remainder of these terms and conditions.

13.2 In the event of any inconsistency between an Insertion Order and these terms and conditions, these terms and conditions will prevail.

13.3 Nothing in these terms and conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

13.4 These terms and conditions shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with these terms and conditions.