V2 Radio Terms of Business

V2 Radio Terms of Business

1. Definitions
1.1. In these terms the following words have these meanings: Advertisement: the advert to be broadcast forming part of the Advertising Services;
Advertising Agency: a bona fide advertising agency recognised in its discretion as such by the Broadcaster;
Advertising Services: the advertising services to be provided by the Broadcaster to the Buyer as set out in the Proposal;
Agreed Term: the term comprising of the Start Date and End Date; Agreement: the Conditions, the Technical Requirements, the Proposal and any Special Terms;
Agreement Date: the date the Broadcaster signs the Proposal; Broadcaster: V2 Radio Ltd
Business Days: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business;
Buyer: the person or legal entity identified on the Proposal against “Account” whose address and company number (if relevant) is recorded by the Broadcaster during its account opening procedure; Condition s: these terms and conditions;
Fees: the fees as set out in the Rate Card or on the Proposal; Rate Card: the Broadcasters rate card as amended from time to time; and other capitalised terms have the meanings set out in the proposal.
Minimum Term: means the period of 1 year commencing on the date of delivery of the service by V2 Radio. On expiry of the Minimum Term the contract will extend for a term equivalent to the Minimum Term and extensions of the same length will automatically apply at each anniversary until cancelled by giving the notice required in this agreement.
1.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.3. Words in the singular shall include the plural and vice versa.
1.4. References to ‘writing’ or ‘written’ include e -mail.
1.5. If there is an inconsistency between the Conditions and the Special Terms, the Special  Terms shall prevail.

2. Formation of the Contract
2.1. Any quotation given by the Broadcaster is not an offer and expires 5 Business Days from its date of issue.
2.2. The signing of the Proposal by the Buyer constitutes the Buyer’s acceptance of these Conditions and is an offer by the Buyer to purchase the Advertising Services in accordance with these Conditions for the Agreed Term.
2.3. The Buyer’s offer will only be accepted and the Agreement come into existence on the Agreement Date.
2.4. The Agreement constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Broadcaster which is not set out in the Agreement.

3. Advertising Agencies 
Where the Buyer is an Advertising Agency, the Agreement is between the Buyer and the Broadcaster, and the Buyer:
3.1. is responsible for payment of the Fees;
3.2. will be deemed to have the full authority in all matters relating to the Agreement and the Advertising Services;
3.3. will indemnify the Broadcaster against any claim made by the Advertiser against the Broadcaster arising from the broadcast of the Advertisement.

4. Delivery and Acceptance of Advertisements
Where the Advertisement is provided by the Buyer:
4.1. The Buyer must submit the Advertisement in accordance with the Broadcaster’s Technical Requirements.
4.2. The Advertisement must be delivered to the Broadcaster not less than 3 Business Days before the scheduled broadcast date.
4.3. The delivery of the Advertisement and all other materials is at the Buyer’s own risk and the Buyer shall keep backup copies of everything provided.
4.4. The Broadcaster may decline to broadcast the Advertisement or any repeat broadcasts of the Advertisement in its absolute discretion.
4.5. The Broadcaster at any time may without incurring any liability to the Buyer modify or withdraw the Advertisement if:
(i) required by law or a regulatory authority; or
(ii) the Broadcaster deems, in its sole discretion, necessary.

5. Licence
5.1. Where the Advertisement is provided by the Buyer, the Buyer shall grant or procure the grant of all such licences to the Broadcaster as is necessary for the Broadcaster to perform its obligations under the Agreement including broadcasting the Advertisement on both radio and corresponding internet radio stations channels described in the Proposal.
5.2. Where the Advertisement is provided by the Broadcaster as part of the Advertising Services, nothing under this Agreement grants any licence of, right in or makes any assignment of any copyright in the Advertisement to the Buyer.

6. Advertising Services
6.1. The Broadcaster shall use reasonable endeavours to ensure that the Advertising Services are carried out with reasonable care and skill in accordance with industry standards. The Buyer acknowledges that any broadcast may not be free of errors.
6.2. The Broadcaster does not warrant that the Advertisements will be broadcast at the scheduled times and dates.
6.3. The Broadcaster reserves the right to change time segments, classifications or broadcast schedules and will use reasonable endeavours to rectify any errors.
6.4. The Broadcaster does not warrant that a particular level of impact or audience reach will be achieved.

7. Warranties
Where the Buyer provides the Advertisement, it warrants that: -
7.1. the broadcast of the Advertisements by the Broadcaster as originally submitted or amended pursuant to clause 4.5 will not breach any contract or infringe or violate any copyright, trademark or any other right of any person or render the Broadcaster liable to any proceedings whatsoever;
7.2. any information supplied in connection with the Advertisement is accurate, complete and true;
7.3. the Advertisement complies with the requirements of all relevant legislation (including the rules of statutorily recognised regulatory authorities) for the time being in force or applicable in the United Kingdom;
7.4. the Advertisement is legal, decent, honest and truthful and codes) and all other relevant rules, codes or regulation applicable to the Advertising Services and advertising industry at the time of broadcast; and
7.5. it has obtained, maintained and paid for all necessary licenses and consents required for the broadcast of any Advertisement whether in relation to intellectual property rights, for the inclusion of any other person in the advertising or otherwise.

8.Term & Termination
8.1. The Agreement shall remain in force for the Minimum Term and subsequent extensions. On expiry of the Minimum Term the contract will extend for a term equivalent to the Minimum Term and extensions of the same length will automatically apply at each anniversary until cancelled by giving the notice required in this agreement.
8.2. Either party may terminate the Agreement by giving six months written notice to the other party.
8.3. The Broadcaster may terminate the Agreement immediately on written notice to the Buyer if:
(i) the Buyer commits a material or persistent breach of the Agreement which the Buyer fails to remedy (if remediable) within 7 days after the service  of written notice requiring the Buyer to do so;
(ii) the Buyer has a petition for a bankruptcy order to be made against it (or any partner) is presented to the court; or
(iii) the Buyer becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, passes a resolution for winding -up, has a receiver or administrator, liquidator or similar officer appointed, make any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt; or 
(iv) ceases or threatens to cease to carry on business.
8.4. On termination of the Agreement under clause 8.3, the Buyer shall immediately pay the Fees for the Agreed Term, any outstanding unpaid invoices and interest.
8.5 If the Buyer fails to comply with any of the terms of payment for more than 7 days after receipt of a written demand for payment the Broadcaster reserve the right to suspend all services to the Buyer. 

9. Indemnity
The Buyer will indemnify and keep the Broadcaster indemnified against all actions, costs (including legal and other professional fees), damages, penalties, demands and liabilities and damages for loss of reputation and goodwill arising from any breach of the above warranties or in any manner whatsoever in consequence of the use, recording or broadcast of any Advertisement.

10.1. This clause 10 sets out the entire financial liability of the Broadcaster (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer for:
(i) any breach of the Agreement;
(ii) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
10.2. All warranties, conditions and other terms implied by statute or common law or are implied by trade, custom, practice or course of dealing are, to the fullest extent permitted by law, excluded from the Agreement.
10.3. Nothing in this Licence excludes the liability of the Broadcaster:
(i) for death or personal injury caused by the Broadcaster’s negligence; or
(ii) for fraud or fraudulent misrepresentation.
10.4. Subject to clause 10.2 and clause 10.3:
(i) The Broadcaster shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
(ii) The Broadcaster’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to twice the aggregate of the Fees paid during the term of the Agreement.
10.5. Clauses 8, 9 and 10 shall survive termination of the Agreement.

11. Non-Broadcast
Where the Advertisement is:
(i) not broadcast at all;
(ii) not broadcast during the period arranged;
(iii) not broadcast on the agreed frequencies;
(iv) broadcast so that a material part is omitted; or
(v) broadcast containing a material error by the Broadcaster; the Broadcaster will use reasonable endeavours to offer a broadcast or broadcasts during some other period which will be provided to the Buyer at no additional cost.

12. Charges and payment
12.1. The Buyer shall pay each invoice for the Fees no later than (i) for credit customers, 15 days from the date of the invoice; or (ii) for prepay customers, 3 Business Days before the broadcast date. All Buyers are deemed to be prepaid customers unless the Broadcaster notifies the Buyer otherwise in writing.
12.2. All invoices are subject to VAT at the current rate and shall be paid in sterling to the credit of a bank account designated by the Broadcaster.
12.3. All Fees are subject to a 0.1% Broadcast Advertising Standard Board of Finance levy payable by the Buyer to the Broadcaster.
12.4. Where the Advertisement is declined under clause 4.4 the Buyer shall not pay the balance of the Fees relating to any Advertising Services not performed by the Broadcaster unless the Buyer is in breach of the Agreement.
12.5. All amounts due under the Agreement shall be paid by the Buyer to the Broadcaster in full without any deduction or withholding and the Buyer shall not be entitled to set -off or to counterclaim against the Broadcaster in relation to any payment.
12.6. Without limiting any other right or remedy of the Broadcaster, if the Buyer fails to make any payment due to the Broadcaster under the Agreement by the due date for payment, the Broadcaster may charge interest at the rate of 8% p.a. above the Bank of England base rate until the date of actual payment.

13. Commission
13.1. The Broadcaster, at its absolute and sole discretion, may pay commission to a Buyer who is an Advertising Agency.
13.2. Commission will not be paid if any Fees are overdue or if the Buyer is in breach of the Agreement.

14. Publicity
14.1. The Buyer may not and will procure that the Advertiser does not, without the Broadcaster’s prior written consent, disclose any information to a third party in connection with the broadcast of any Advertisement.
14.2. The Buyer confirms that the Broadcaster shall be entitled to refer to the Advertiser’s association with the Broadcaster to promote the Broadcaster’s advertising services generally.

15. Events outside Broadcaster’s control
15.1. The Broadcaster shall have no liability to the Buyer if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.
15.2. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, provided that if the period of delay or non -performance continues in excess of one month, either party may terminate the Agreement with immediate effect by giving written notice to the other party.

16. General
The Buyer may not assign, sublicense or otherwise transfer any rights or obligations under the Agreement. The Broadcaster reserves the right to assign, sub-licence or transfer any obligations under the Agreement to a third party. 
The Agreement cannot be varied unless in writing signed by the parties. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy. No person other than a party to the Agreement shall have any rights to enforce any t erm of the Agreement.

17. Notices
Any notice required to be given shall be in writing and shall be given by delivering the notice by hand, or by prepaid first class recorded delivery post to the address of the relevant party set out in the Proposal or such other address as either party notifies to the other or by email to the account manager. Any notice given according to the above procedure shall be deemed to have been given at the time recorded by the delivery service (if delivered by hand or sent by post) and upon transmission of an email provided no ‘undeliverable’ message is received within 4 hours of sending.
Service of any proceedings or other documents in any legal action must be made by recorded delivery or delivered by hand only.

18. Governing Law & Jurisdiction
The Agreement shall be governed by and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

19. Entire Agreement 
19.1. The Agreement shall supersede all prior agreements, arrangements and understandings between the parties and constitute the entire Agreement between the parties relating to its subject matter.
19.2. V2 Radio reserves the right to amend the Agreement at any time, giving 30 days notice.