Terms and Conditions

GENERAL TERMS & CONDITIONS OF CONTRACT
1. Interpretation
1.1 Certain words and expressions shall hereinafter have the following meaning:-
"Advertiser" means the person, firm or company by whom an order for an advertisement booking is placed and shall also mean and include the Advertiser's successors in title and assigns.
 "advertisement copy" means any advertising material intended for broadcast by the Company.
"the Authority" means the Radio Authority or any other organisation authorised to licence and regulate Radio Stations from time to time.
"the Company" means the relevant Radio Station, and shall include the successors in title and assigns of that company.
 "working day" means any day of the week from Monday to Friday inclusive except any Bank or Public Holiday in the United Kingdom.
1.2 The headings to clauses are for convenience only and have no legal effect.
1.3 Where the context permits words importing one gender shall be treated as importing any gender; words importing individuals shall be treated as including corporations and vice versa and words denoting the singular shall include the plural and vice versa.
1.4 References to clauses are to clauses of these terms.
1.5 References to statutes or statutory bodies or authorities shall include such as are currently in place and such re-enactments or amendments which occur from time to time.

2. Advertising Agencies and Commissions
2.1 An Advertiser who is an advertising agency shall be deemed to contract as principal and will accordingly be responsible for the payment of accounts and will be deemed to have full authority in all matters connected with the placing of orders and the approval or amendment of advertisement copy.
2.2 Agency commission of 15% is allowed to all advertising agencies recognised by First Radio Sales or the Company (such recognition not to be unreasonably withheld) and will be calculated on the basis of the rates applicable less discounts allowable, and less any surcharge payable under the provisions of Clause 4.
2.3 First Radio Sales may at its absolute discretion award agency recognition to non recognised agencies subject to credit requirements notified to such agency in writing from time to time.

3. Acceptance of Terms & Conditions
3.1 The placing of an order with First Radio Sales as agent for the Company by the Advertiser will be deemed an acceptance of these terms and conditions by the Advertiser and (if the Advertiser is an agency) by its client as well.
3.2 No terms or conditions other than those set forth herein or any variation thereof under Clause 11 shall be binding upon the Company, First Radio Sales or the Advertiser unless reduced to writing and signed by or on behalf of the Company, First Radio Sales and the Advertiser by a director or other person with authority to commit that organisation.
3.3 The Advertiser when placing an order with First Radio Sales shall accept that First Radio Sales is acting as the agent of the Company and nothing in these conditions shall be deemed to constitute a partnership between First Radio Sales and the Company or any other the parties hereto.

4. Acceptance of Advertisement
4.1 All advertisements will be broadcast subject only to approval of them by the Company and to their compliance with the Broadcasting Act 1990, The Radio Authority Code of Advertising Standards and Practice and Programme Sponsorship and technical requirements issued by the Authority and the Company's technical requirements and submission procedures provided always that the approval shall not in any way constitute an acknowledgement that the Advertiser has fulfilled its duty to vet advertisements in accordance with the provisions of Clause 4.4 below.
4.2 Advertisement copy must be delivered not less than 7 clear days before scheduled broadcast date unless the Company shall in any particular case agree to accept a shorter period.  Delivery of advertisement copy shall not be deemed to have been made until the Company's technical requirements and submission procedures have been complied with and the relevant broadcast instructions have been given.  If the Advertiser  fails to deliver advertisement copy in accordance with the provisions of this paragraph such Advertiser shall remain liable to pay for the advertisement whether or not it is broadcast unless such liability is extinguished in writing by the Company.
4.3 The form in which advertisement copy must be submitted, the procedure for approval and/or rejection thereof, surcharges for late acceptance, changes or alternative copy use and like matters shall be dealt with in accordance with the Submission Procedures (as shall be published by the Company from time to time) prevailing at the date of submission of the advertisement copy.
4.4 The Company retains the absolute right without incurring any liability to the Advertiser to add to, delete, change, amend or decline to broadcast or carry out any advertisement or promotion or restrict or decline any repeat without giving any reason therefor.  Notwithstanding this right it is the duty of the Advertiser to vet all advertisements and ensure that there will be no breach of copyright or other rights, no defamation of any person, no breach of the law and no breach of the Authority's requirements.  The Company has no obligation to carry out any such vetting.  Without prejudice to Clause 4.2 and Clause 6 below the Advertiser will not be liable to pay for an advertisement which has not been broadcast by reason of the Company exercising its discretion under this Clause 4.4.
4.5 Subject to the provisions of Clause 11 below all bookings are accepted on the understanding that they will be paid for at the rates in force at the date of broadcast.

5. Dates/Times of Broadcast
5.1 The Company does not guarantee that the scheduled times and/or dates of broadcast will be adhered to but if for any reason whatsoever an advertisement is:-
(a) not broadcast during the period arranged; or
(b) not broadcast at all; or
(c) broadcast so that a material part thereof is omitted; or
(d) broadcast containing a material error made by the Company,
The Company will use all reasonable endeavours to offer a broadcast or broadcasts during some other period which may be accepted by the Advertiser provided that if any offer of such a broadcast is not accepted (or is not made) the Advertiser shall have no claim against the Company and/or the Authority in respect of non-broadcast or for any expense or damage whatsoever incurred as a result thereof and the Company shall make no charge to the Advertiser for such advertisement.
5.2 Advertisements broadcast within ten minutes of the segment booked may in circumstances which in the Company's opinion are exceptional be treated as having been broadcast within the segment.
5.3 If, as a result of transmission failure an advertisement is broadcast on only one frequency or wavelength or station where it is the normal practice on the contract provided by the Company to broadcast on two or more frequencies wavelengths or stations, then the Company shall compensate the Advertiser in such manner as the Company shall deem reasonable.
5.4 In the event of the Company's activities being restricted, curtailed or prevented by any law or any other act or thing beyond the Company's control ("a force majeure event") the Company may at any time notwithstanding anything herein contained forthwith determine any contract without prejudice to the Company's right to be paid by the Advertiser the agreed fees and any monies due and owing by the Advertiser to the Company at the time of such determination.
5.5 Copy tapes will be kept by the Company for 6 weeks and it is the responsibility of the Advertiser to check the transmission times in that period and any query regarding transmission times shall be notified to First Radio Sales in writing within that period failing which the Advertiser shall be deemed to have accepted that the Advertisement has been properly transmitted. 
    
6. Cancellations
Without prejudice to the provisions of Clause 11, any booking may be cancelled by either side provided that notice in writing is received by the Company or the Advertiser as the case may be not less than 28 days before the scheduled broadcast date.  If the cancellation is made by the Advertiser the Advertiser will be charged and the Advertiser shall pay the Company at the rate appropriate to the number of advertisements booked before such a cancellation becomes effective and in addition the Advertiser shall pay any agreed fees or such expenses as the Company has incurred in respect of any facilities arranged or provided.

7. Liability
7.1 Whilst every care will be taken in respect of recordings, scripts or other material, the Company shall have no liability for the loss, damage, delay in delivery thereof whether in the studios or in transit and whether or not such recordings, scripts or other material are supplied by the Company.  The Advertiser should keep its own material and back-ups.
7.2 The Company shall not be liable under any circumstances howsoever arising for any loss of business or profits or for any incidental indirect special or consequential loss or damage of any kind suffered or incurred by the Advertiser or the Advertiser's client.
7.3 Without prejudice to Clause 7.2 the Company's total liability howsoever arising (save for death or personal injury arising from negligence) in relation to any advertisement or the failure duly to broadcast the same shall not in any circumstance exceed the fee payable by the Advertiser for such advertisement.
7.4 First Radio Sales shall have no liability whatsoever to the Advertiser under any circumstances however arising save as a result of the negligence of First Radio Sales.

8. Accounts
8.1 Accounts payable by an advertising agency recognised by the Company, are payable on or by the last day of the month following the date of invoice.
8.2 Other accounts shall be paid not later than 7 clear days before the scheduled broadcast date unless otherwise agreed in advance by the Company or First Radio Sales in writing and in default of such payment the Company shall be entitled to refuse to broadcast the advertisement.
8.3 The existence of a query on any individual item in an account shall not entitle the Advertiser to withhold payment of the balance of the account.
8.4 The Advertiser shall be responsible for any taxes or levies imposed by government or industry, which may become payable from time to time in relation to payments made for advertisements broadcast.

9. Warranties & Indemnities
The Advertiser warrants and undertakes that:-
(a) it will be responsible for obtaining and paying for all necessary licences and consents for the broadcast of any advertising copyright material contained or the inclusion of any person in its advertisement.
(b) no advertising copy shall contain any libellous, slanderous or defamatory statement, or any matter infringing the rights of third parties (whether copyright, piracy, statutory, or common law rights) or invade the privacy of any third party or otherwise be in breach of English law.
(c) It will indemnify First Radio Sales and the Company and keep them indemnified against all actions, proceedings, costs (including legal and other professional costs), damages, expenses, penalties, claims, demands and liabilities arising from any breach of the above warranties or in any manner whatsoever in consequence of the use, recording or broadcasting of any advertisement copy or matter supplied by or broadcast for the Advertiser.

10. Publicity & Information
The Advertiser shall not publish any information in connection with any advertisement which has been broadcast or is scheduled for broadcast unless and until the Company has given its prior written consent.

11. Changes of Rates & Conditions
11.1 The Company reserves the right to change by informing the Advertiser in writing the advertisement rates, time segments, classification and any of these terms and conditions by not less than 28 clear days notice and in the event of such a change the rates payable and the terms and conditions applicable shall be those in force at the time of broadcast but the Advertiser concerned shall (by serving written notice on the Company within 10 clear days of receiving notice of such change) be entitled to cancel any order for an advertisement to which the changed rates or terms and conditions would otherwise be applicable.
11.2 The Company and/or First Radio Sales may from time to time make special charges and/or conditions for certain types of advertisement or for bookings at certain specified periods.  The Advertiser shall be advised of such special changes and/or conditions at or prior to the time of placing an order in accordance with Clause 13.1.

12. Interest on Overdue Balance
Interest and/or compensation for debt recovery costs will be charged on overdue invoices using entitlements provided by the late payment legislation.

13. Termination and Assignment
13.1 An order accepted under these conditions may be terminated forthwith at any time by the Company or First Radio Sales giving written notice to the Advertiser if an order is made or an effective resolution is passed for the winding up of the Advertiser or the Advertiser's client or if a receiver, administrative receiver or administrator is appointed over the whole or any part of the assets or undertaking of the Advertiser or the Advertiser's client save for the purpose of solvent reconstruction or amalgamation.
13.2 Termination of an order shall be without prejudice to any claim by the Company which may have arisen in respect of any order accepted prior to the date of such termination including (for the avoidance of doubt) any payment of commission or payment which may thereafter fall due to First Radio Sales or any other payment due to First Radio Sales or the Company howsoever arising.  If the Company or First Radio Sales serves a notice on the Advertiser where such Advertiser is an agent such notice shall be deemed also to have been served upon the client of such agent.

14. Miscellaneous
This agreement shall be governed by and construed in accordance with the laws of England and the English Courts shall have exclusive jurisdiction.

15. Notices
15.1 Any notice or other information required or authorised by these terms shall be in writing and may be given by hand or sent by first class pre-paid post or facsimile transmission to the address given herein or such other address of which notice has been given.
15.2 Any notice or other information given by post shall be deemed to have been given on the day of delivery.   Any notice or information given by post shall be deemed to have been given 2 days after the envelope containing it was so posted and proof that the envelope containing any such notice or information was properly addressed and sent by first class pre-paid post shall be sufficient evidence that such notice or information has been duly given.
15.3 Any notice or other information sent by facsimile transmission shall be deemed to have been duly sent on the date of transmission provided that a confirming copy is sent by first class pre-paid post to the address referred to in 15.1 within 12 hours after transmission.
15.4    (a) Where in these terms an act is required to be done or notice required to be given within a specified period after or from a specified date the period begins immediately after that date;
(b) Where in these terms an act is required to be done or notice required to be given within or not less than a specified period before a specified date the period ends on the  last day preceding that date;
(c) Where in these terms an act is required to be done or notice required to be given a specified number of clear days before or after a specified date at least that number of days must intervene between the day on which the act is done and that date;
(d) Where the period in question being a period of 2 days or less would include a day that is not a working day that day shall be excluded.