www.uinvue.com

Advertising Terms

Please read these Advertising Terms carefully before applying to become an Advertiser, as they set out our and your legal rights and obligations in relation our Advertising Services. You will be asked to agree to these Advertising Terms before becoming an Advertiser.

You should print a copy of these Advertising Terms for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.

[These Advertising Terms are available in the English language only.]

If you have any questions or complaints about our Advertising Services please contact us by writing to Rebzand Ltd, Antrobus House, 18 College Street, Petersfield, Hampshire GU31 4AD, UK or by email to info@uinview.com.

1. Definitions and interpretation

1.1 In the Agreement:

[“Acceptance Email” means an email sent by the Publisher in accordance with Clause 2.3 confirming that an applicant has been accepted as an Advertiser;]

“Advertiser” means the person (natural or legal) specified as the applicant for our Advertiser Services on the Registration Form;

“Advertiser Content” means the advertisements and other content [submitted by the Advertiser to the Publisher for publication on the Website];

“Advertising Services” means [the advertising services specified on the Website / the advertising services selected by the Advertiser using the Registration Form];

WHERE WILL THE SERVICES BE DEFINED?

“Agreement” means the agreement between the Publisher and the Advertiser incorporating these Website Advertising Terms, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

“Business Day” means any week day, other than a bank or public holiday in England;

“Business Hours” means between 09:00 and 17:30 on a Business Day;

“Charges” means the amounts payable by the Advertiser to the Publisher under or in relation to the Agreement (as set out [WHERE?]);

[“Effective Date” has the meaning given to it in Clause 2.3;]

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus and other malicious software attacks and infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Prohibited Content” means:

(a) pornographic or lewd material;

(b) material which breaches any applicable laws, regulations or legally binding codes, or breaches the Committee on Advertising Practice Code, or infringes any third party Intellectual Property Rights or other rights; and

(c) material which is likely to cause annoyance, inconvenience or anxiety to another internet user;

“Publisher” means Rebzand Limited, a company incorporated in England and Wales (registration number 05684433) having its registered office at Antrobus House, 18 College Street, Petersfield, Hampshire GU31 4AD, UK;

[“Registration Form” means the HTML form on the Website enabling users to apply to become Advertisers;]

“Term” means the term of the Agreement; and

“Website” means the website at www.uinview.com and any successor website operated by the Publisher from time to time.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.

2. The Agreement

[2.1 In order to apply to become an Advertiser, the applicant must complete and submit the Registration Form.

2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted by [HOW?].

2.3 The Agreement will come into force if and when the Publisher sends to the Advertiser the Acceptance Email following the submission of a completed Registration Form by the Advertiser (the “Effective Date”).

2.4 The Agreement will continue in force until the completion of all Advertising Services, upon which it will terminate automatically, unless terminated earlier in accordance with Clause 9.]

3. Advertising Services

3.1 During the Term, the Publisher will provide the Advertising Services to the Advertiser.

3.2 The Advertiser grants to the Publisher a non-exclusive, worldwide, royalty-free licence to publish the Advertiser Content on the Website as contemplated by the Agreement.

3.3 The Advertiser warrants and undertakes:

(a) to ensure that all Advertiser Content is accurate and fair;

(b) to ensure that Advertiser Content does not consist of, contain, or link to any Prohibited Content;

(c) promptly [to remove or edit / to request the removal or editing] of any Advertiser Content which ceases to be accurate and fair, or becomes Prohibited Content, for whatever reason; and

(d) to ensure that the Advertiser Content is of a quality commensurate with the content published on the Website generally.

3.4 The Publisher will use reasonable endeavours to maintain the availability of the Website and the availability of the published Advertiser Content during the relevant period (subject to scheduled maintenance and any Force Majeure Event affecting the Publisher or the Publisher's appointed hosting service provider) but the Publisher does not guarantee 24/7 availability.

3.5 The Publisher reserves the right to suspend the publication of any Advertiser Content or remove any Advertiser Content from the Website at any time where it reasonably determines that the content breaches this Clause 3.

4 Charges and payment

4.1 The Publisher will issue invoices for the Charges to the Advertiser [in advance] [monthly [in advance / arrears] [on the [1st] day of each calendar month] during the Term] [from time to time [in advance / arrears] during the Term].

4.2 The Advertiser will pay the Charges to the Publisher within [30] days of the date of issue of an invoice issued in accordance with Clause 4.1.

4.3 All Charges stated in or in relation to the Agreement are stated [exclusive / inclusive] of VAT, unless the context requires otherwise.

4.4 Charges must be paid by [debit or credit card, direct debit, bank transfer or by cheque] (using such payment details as are notified by the Publisher to the Advertiser from time to time).

4.5 If the Advertiser does not pay any amount properly due to the Publisher under or in connection with the Agreement, the Publisher may:

(a) charge the Advertiser interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment, and be compounded quarterly); or

(b) claim interest and statutory compensation from the Advertiser pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5 Warranties

5.1 The Advertiser warrants to the Publisher that it has the legal right and authority to enter into and perform its obligations under the Agreement.

5.2 The Publisher warrants to the Advertiser:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;

(b) that it will perform the Advertising Services under the Agreement with reasonable care and skill.

5.3 All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

6. Indemnity

The Advertiser will indemnify the Publisher and will keep the Publisher indemnified against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Advertiser of the Agreement.

7. Limitations of liability

7.1 Nothing in the Agreement will exclude or limit the liability of either party for:

(a) death or personal injury caused by that party's negligence;

(b) fraud or fraudulent misrepresentation on the part of that party; or

(c) any other liability which may not be excluded or limited under applicable law.

7.2 Subject to Clause 7.1, the Publisher's liability to the Advertiser under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

(a) the Publisher will not be liable for any:

   (i) loss of profits, income or anticipated savings,

   (ii) loss or corruption of any data, database or software,

   (iii) reputational damage or damage to goodwill;

   (iv) loss of any commercial opportunity, or

   (v) indirect, special or consequential loss or damage;

(b) the Publisher will not be liable for any losses arising out of a Force Majeure Event; and

(c) the Publisher's liability in relation to any event or series of related events will in no circumstances exceed the total amount paid (or, if greater, payable) by the Advertiser to the Publisher under the Agreement during the immediately preceding 12 month period.

8. Termination

8.1 [Either party may terminate the Agreement at any time by giving at least 30 days' written notice of termination to the other party.]

8.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement.

8.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

   (i) is dissolved;

   (ii) ceases to conduct all (or substantially all) of its business;

   (iii) is or becomes unable to pay its debts as they fall due;

   (iv) is or becomes insolvent or is declared insolvent; or

   (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

9. Effects of termination

9.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [TO BE ADDED].

9.2 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

[9.3 If the Agreement is terminated by the Publisher under Clause 8.1, the Advertiser will be entitled to a refund of any amounts paid to the Publisher in respect of Advertising Services which were to have been provided after the effective date of termination. Such amount will be calculated by the Publisher using any reasonable methodology. Save as provided in this Clause 9.3, the Advertiser will not be entitled to any refunds or release from any liability to pay Charges (whether or not invoiced) upon the termination of the Agreement.]

10. General

10.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

10.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

10.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

10.4 The Advertiser agrees that the Publisher may freely assign this Agreement or any or all of its rights and/or obligations under the Agreement. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.

10.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

10.6 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause 7.1, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

10.7 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.