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Terms & Conditions
3rd April 2006
Lusches (UK) Service Agreement (the "Service
Agreement")
This Agreement (as defined below) is entered into by
you, being the party listed on the account you create ("Customer")
and Lusches (UK), 63 Wisley Road, Orpington, Kent, BR5 3DS, United
Kingdom ("Lusches (UK)").
THE PARTIES AGREE AS FOLLOWS:
1. Definitions
"Agreement" means this Service Agreement and the
Editorial Guidelines;
"Creatives" means all ad content and URLs which are subject to
the Editorial Guidelines;
"Editorial Guidelines" means the service's (i) text
editorial guidelines; and (ii) image editorial guidelines located at:
/traders/editorialguidelines.htm and
/traders/imageguidelines.htm
respectively;
"Lusches (UK) Property" means any web server, website, web page, application,
content or property owned,
operated or provided by Lusches (UK);
"Partner" means the third party owner and/or operator of a
Partner Property;
"Partner Property" means any web server, website, web page, application, content or
property owned, operated or provided by a Partner upon which Lusches
(UK)
places web pages pursuant to a contractual agreement;
"Service" means the Lusches (UK) service as described in
this Agreement; and
"Target" means any website, web page, text ad, product category and/or
other targeting mechanism.
2. Placement and targeting. Lusches (UK) shall use
reasonable endeavours to place Customer's ads: (a) on the Lusches (UK)
Property and/ or (b) having regard to the selections made by Customer
(using the online system and/or by sending an email to Lusches
(UK)
client services as applicable) on: (i) content pages on Lusches (UK) and
Lusches (UK) Partners; and (ii) linked pages of Lusches (UK)�s Partners. Customer
acknowledges that Lusches (UK) does not and cannot guarantee the placement
and/or the timing of delivery of any text ad, or web pages, on any
ad content whether on any Partner Property or Lusches (UK) Property or content pages
on Lusches (UK) or sections of such properties.
3. Creatives and positioning
3.1 Customer shall ensure that the language of Targets, Creatives,
targeting and destination pages is consistent.
3.2 Customer acknowledges and agrees that: (i) the positioning of ads on
a Lusches (UK) Property, content pages on Lusches (UK) or any Partner Property (if
applicable) is at Lusches (UK)'s and/or Partner's sole discretion
respectively; (ii) Lusches (UK) may offer the same web page to more than one
advertiser; and (iii) its ads may not be displayed if for a given web
page there are more advertisers or ads than available display positions or if
Customer�s ads do not meet applicable thresholds.
3.3 Customer is solely responsible for all: (i) web pages whether
generated by or for Customer; (ii) Creatives whether generated by or for
Customer; (iii) content on the domain reached by clicking on the
Creative URLs; and (iv) the services and products advertised.
3.4 Lusches (UK) and/or any Partner shall have the right at any time to
reject, or remove any ad, Creative and/or web page for any or no reason.
In addition, Lusches (UK) may modify the size and/or format of ads (i) to the
extent reasonably required to comply with policies related to any
Lusches (UK)
Property, content pages on Lusches (UK) or any Partner Property (including
without limitation modifying image ads in the manner set out in this
Agreement).
4. Partner Properties. Even if Customer's ad(s)
are placed on Partner Properties, Customer agrees to direct to Lusches
(UK)
any communication regarding Customer's ad(s) on any Partner Property(ies).
In addition, if Customer's ads are displayed on Partner Properties,
Customer acknowledges and agrees that the display of such ads shall
provide Partner(s) with access to the content of ads, including any
URL(s), any contact or other information that can be obtained through
such URL(s), as well as data regarding queries or clicks.
5. Prohibited uses. Customer shall not, and
shall not allow any third party to: (i) generate fraudulent or otherwise
invalid impressions of or fraudulent or otherwise invalid clicks on
Customer's ad(s) or third-party ad(s), including but not limited to
using robots or other automated query tools and/or computer generated
search requests, and/or the fraudulent use of other search engine
optimisation services and/or software; (ii) advertise substances,
services, products or materials that are illegal in any state or country
where a Customer ad is displayed; (iii) violate any policy posted on any
Lusches (UK) Property, as revised from time to time, in particular but without
limitation, the Lusches (UK) Privacy Policy (www.greenwich-market.co.uk/privacy.htm)
(iv) engage in any other illegal or fraudulent business practice under
the laws of any country where an ad is displayed; (v) include
links to any website(s) as part of Customer's ad.
6. Payment, pricing and reporting. Lusches
(UK)
shall invoice Customer in accordance with the pricing model selected by
Customer using the online order system. All charges shall be paid by
Customer in such currency as supported and approved by Lusches (UK). Charges
are exclusive of taxes and shall be paid through PayPal (or
such other method as agreed in writing by Lusches (UK)). Lusches
(UK)
may change its pricing at any time. Refunds (if any)
are at the discretion of Lusches (UK) and only in the form of advertising
credit for Lusches (UK) Properties.
7. Representations and warranties. Customer
represents and warrants that (i) it is authorised to act on behalf of
and bind to this Agreement any third party for which it generate ads;
(ii) all of the information provided by Customer to Lusches (UK) to sign
up or order is correct and current; (iii) it has the right to permit
Lusches (UK) and any Partner(s) to use, reproduce, display, transmit and
distribute Customer's ad(s) (including any web pages and all Creatives) ("Use");
and (iv) such Use in accordance with this Agreement, the ads (including
any web pages and Creatives) and the websites linked from Customer ads
(including without limitations Advertiser Services therein) shall not:
(a) violate or encourage violation of any law or applicable regulation
or code of practice (including without limitations the CAP Code in the
UK and it's equivalent in any other jurisdiction); (b) infringe any
intellectual property rights of any third party or contain any material
which may be harmful, abusive, obscene, threatening or defamatory. Each
party waives its rights against the other in respect of warranties and
representations (whether written or oral) not expressly set out or
referred to in this Agreement. Nothing in this clause limits or excludes
either party's liability for fraud.
8. Indemnity. Customer shall indemnify and
defend Lusches (UK), its agents, affiliates, directors, officers, employees
and Partners ("Lusches (UK) Indemnified Persons") from and against any
claims, losses, liabilities, expenses, damages and settlement amounts
(including legal fees and costs) incurred by any Lusches (UK) Indemnified Person(s) arising out of Customer's breach of of clauses
5 and/or 7 of
this Service Agreement. These indemnification obligations shall exist
only if Lusches (UK): (a) promptly notifies the Customer of any claim; (b)
provides Customer with reasonable information and cooperation in
defending the claim; and (c) gives Customer full control and sole
authority over the defence and settlement of such claim. The Lusches
(UK)
Indemnified Persons may join in the defence with counsel of its choice
at its or their own expense.
9. Limitation of liability.
9.1 Nothing in this clause 9 shall limit liability for death or
personal injury caused by a party's negligence.
9.2 Other than the payment obligations set forth in clause 6,
indemnity obligations set forth in clause 8 and/or a breach of clause 10
(Confidentiality): (i) each party's liability to the other shall be
limited to the amount paid or payable by Customer to Lusches (UK) under this
Service Agreement; (ii) neither party shall be liable in contract, tort
(including, without limitation, negligence), for pre-contract or other
representations (other than fraudulent misrepresentations) or otherwise
arising out of or in connection with this Agreement 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, indirect or consequential losses in any
case, whether or not such losses were within the contemplation of the
parties at the date of this Agreement, suffered or incurred by that
party arising out of or in connection with the provisions of, or any
matter under, this Agreement.
10. Confidentiality.
10.1 Subject to clauses 10.2 and 10.3, during the term of this
Agreement and for a period of two years following termination of this
Agreement, neither party shall disclose Confidential Information of the
other party to any third party without prior written consent except as
provided herein. "Confidential Information" includes (i) ads (including
web pages and Creatives), prior to publication; (ii) the terms of this
Service Agreement; and (iii) any other service information or access
to technology prior to public disclosure provided by Lusches (UK) to Customer
and identified at the time of disclosure in writing as confidential
and/or proprietary. It does not include information that has become
publicly known through no breach by a party, or has been (a)
independently developed without access to the other party's Confidential
Information; (b) rightfully received from a third party; or (c) required
to be disclosed by law or by a governmental authority.
10.2 If the Customer is, under this Agreement, generating ads and
managing a campaign on behalf of an advertiser, Customer entitles
Lusches (UK)
to: (i) provide such information relating to the advertiser's campaign
under this Agreement as advertiser may in writing (including without
limitation email) request from time to time; and (ii) grant access to
the advertiser's online account in the manner determined in writing
(including without limitation email) by the advertiser to: (a) the
advertiser; and/ or (b) any subsequent third party appointed by the
advertiser to generate ads on its account and manage its campaign with
Lusches (UK) under this Agreement.
10.3 Customer acknowledges and agrees that any credit card and related
billing and payment information which Customer provides to Lusches (UK) may be
shared by Lusches (UK) with companies who work on Lusches (UK)'s behalf solely for
the purpose of performing credit checks, effecting payment to Lusches
(UK)
and/or servicing Customer's account.
11. Term and Termination. This Agreement shall
continue in effect unless terminated: (i) by Lusches (UK) which shall be
entitled to suspend or terminate the service and/or terminate this
Agreement, with immediate effect at any time upon email notice to
Customer; (ii) by Customer using the online order system to cancel any
ad or terminate this Agreement by cancelling each campaign entered into
pursuant to this Service Agreement, in which case Lusches (UK) shall use
reasonable endeavours to make such termination effective within 24
hours; or (iii) by Customer on providing 14 days written notice to
Lusches (UK) of termination of the Agreement or cancellation of an ad. Upon
expiration or termination of this Agreement for any reason (i) Customer
shall remain liable for any outstanding amounts; (ii) each party shall
upon request return Confidential Information of the other; and (iii)
clauses (Definitions), (Payment), (Indemnity), (Limitation of
Liability), (Confidentiality), (Term and Termination),
(Miscellaneous) and (Law and Jurisdiction) shall survive.
12. Assignment. The parties shall only be
entitled to assign, delegate or otherwise transfer their rights and/or
obligations under this Agreement with the written consent of the other
(such consent not to be unreasonably withheld or delayed) except that
Lusches (UK) shall be entitled to assign, delegate or otherwise transfer any
of its rights or obligations under this Agreement without consent to a
subsidiary or holding company (as defined in section 736 of the
Companies Act 1985) of Lusches (UK) or a purchaser of all or a substantial
part of the assets of Lusches (UK).
13. Rights of third parties. Nothing in this Agreement shall
create or confer any rights or other benefits whether pursuant to the
Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of
any person other than the parties to this Agreement.
14. Force majeure. Other than in respect of
payment obligations, neither party shall be liable for failure to
perform or delay in performing any obligation under this Agreement if
the failure or delay is caused by any circumstances beyond its
reasonable control, including but not limited to acts of god, war,
terrorism, civil commotion or industrial dispute.
15. Miscellaneous. This
Agreement represents the entire terms agreed between the parties in
relation to its subject matter and supersedes all previous contracts,
representations or arrangements of any kind between the parties relating
to its subject matter. For the avoidance of doubt, Customer acknowledges
and agrees that this Service Agreement includes the Editorial
Guidelines which are incorporated by reference, and the Editorial Guidelines may be modified by Lusches (UK) at any time to reflect
changes in how Lusches (UK) makes the service generally commercially
available. The failure to exercise or delay in exercising a right or
remedy under this Agreement shall not constitute a waiver of the right
or remedy or a waiver of any other rights or remedies and no single or
partial exercise of any right or remedy under this Agreement shall
prevent any further exercise of the right or remedy or the exercise of
any other right or remedy. The rights and remedies contained in this
Agreement are cumulative and not exclusive of any rights or remedies
provided by law. The invalidity, illegality or unenforceability of any
provision of this Agreement shall not affect or impact the continuation
in force of the remainder of this Agreement. Nothing in this Agreement
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. Any notices to Lusches (UK) must be sent via first class post,
air mail or courier services, to Lusches (UK), 63 Wisley Road,
Orpington, Kent, BR5 3DS, United Kingdom, and shall be deemed given upon receipt. Notice to
you is acceptable by sending emails to your specified email address and
is deemed received when sent. Any translation of the English language,
English law and court Agreement (the "Original Agreement") is
provided for convenience only and Customer agrees that in the event of a
conflict between the translated version and the Original Agreement, the
Original Agreement located at /terms.htm prevails.
16. Law and jurisdiction. This Agreement shall
be governed by and construed in accordance with English law and the
parties hereby submit to the exclusive jurisdiction of the English
courts in respect of any dispute or matter arising out of or connected
with this Agreement.
Please note:
This website is run by Lusches (UK) offering web services to market traders in order to promote
the market, the traders and their products on the Internet.
The market management
is not associated with this website.
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