In these Terms and Conditions "Publisher" means The Global Voucher Group Limited along with its websites www.myvouchercodes.co.uk, and any white label websites that the Publisher may operate from time to time (the "Websites"). "Advertiser" means the person placing the order with the Publisher for the publication of the Advertisement (including, but not limited to, the Advertiser’s agent or media buyer). "Advertisement" means any kind of promotional or advertising material that is to be published or otherwise displayed by the Publisher and "Order Form" shall mean the order form signed by the Advertiser and in which specific details of the order and the Advertisement are set out. The Order Form constitutes an offer by the Advertiser to purchase services in accordance with these terms and conditions, and the Order Form shall only be deemed to be accepted when the Publisher issues written acceptance of the Order Form at which point and on which date the Contract shall come into existence.
2.1 All Advertisements accepted for publication by the Publisher are accepted subject to these Terms and Conditions which shall apply to the exclusion of all other terms and conditions (including any which the Advertiser purports to apply under any order form, confirmation of order, specification or other document). The Publisher may amend these Terms and Conditions at any time. Any variation to these Terms and Conditions shall be notified to the Advertiser through the Websites and the amended version shall be made available on the Websites.2.2 All Advertisements are accepted subject to the Publisher’s approval of the advertising insertion (the "Copy") and to the required space being available. The Publisher will try to place an Advertisement in the product section apparently most relevant to the Advertiser but reserves the right to make the final decision as to the position of the Advertisement.2.3 Unless the Advertiser indicates in writing to the Publisher that it does not wish for the Advertisement and/or Copy to be published in any place other than as expressly specified on the Order Form, the Publisher shall be entitled as its sole discretion to publish the Advertisement and/or Copy on all and any of the Websites and on the websites of the Publisher's partners and associated companies.2.4 All Copy shall be submitted by the Advertiser by the closing copy date, and in the form, both as stipulated to the Advertiser by the Publisher and otherwise in accordance with the Publisher’s instructions from time to time. Unless the Publisher receives the Copy in the proper form and as per the Publisher’s instructions, or if the Publisher is required to perform additional production work as a result of the Advertiser's failure to conform to the Publisher’s requirements and/or instructions, the Publisher (in its absolute discretion) reserves the right (a) to make additional charges to the Advertiser for the cost of any such production work or (b) to treat the Advertiser as having cancelled the Advertisement and as having forfeited any sum paid by the Advertiser in respect of that cancelled Advertisement.2.5 The particular publication date of an Advertisement shall be at the sole discretion of the Publisher and time shall not be of the essence as regards the publication date.2.6 The Publisher shall have no responsibility if the Advertisement is not published on the agreed date as a result of strike, lock-out, fire, storm, flood, riot, explosion, power failure, break-down or failure of systems or machinery or any other event beyond the Publisher’s reasonable control.2.7 The Advertiser’s property, artwork and any other such items are held by the Publisher at the Advertiser’s risk and should be insured by the Advertiser against loss or damage from whatever cause. The Publisher reserves the right to destroy all such property, artwork and/or other items which have been in its possession for more than six months. Additionally, the Publisher reserves the right to retain all such property, artwork and/or other items until the Advertiser's account has been settled in full in accordance with paragraph 5.2.8 All reasonable care will be taken to avoid mistakes but the Publisher shall not be liable for any errors or omissions in the Advertisement. The Advertiser may return the proof in reasonable time for corrections to be made before the date on which the relevant publication is finalised (which, for, the avoidance of doubt, shall not be less than seven (7) days prior to such date).2.9 Complaints regarding the reproduction of Advertisements must be received by the Publisher in writing within seven (7) days of the date of publication.2.10 For the avoidance of doubt, the Advertiser shall bear all of the costs in respect of producing and delivery of the Copy to the Publisher. Any complaints received once the Advertisement is live shall be referred to and dealt with by the Advertiser.
3.1 The Contract shall commence on the date set out on the Order Form (the "Start Date") and shall continue for the period of time set out on the Order Form which in any event shall not exceed the fifth anniversary of the Start Date (Term). The Publisher may terminate this Contract for convenience at any time on immediate notice.
4.1 3.2 The Publisher reserves the right to omit, suspend or exclude an Advertisement, visual or Copy at any time at its discretion (including, for the avoidance of doubt, to ensure compliance with paragraph 6.2 of these Terms and Conditions); and any such omission, suspension or exclusion shall be notified to the Advertiser as soon as possible. If the Publisher exercises its rights under this paragraph at any time, the Publisher shall not be liable for costs, claims, liabilities or damages of any kind as a consequence of so doing.3.3 Without prejudice to the generality of the foregoing, the Publisher reserves the right to cancel any Advertisement and/or terminate the relevant Contract without liability in the event of becoming aware of any meetings of creditors, bankruptcy, liquidation proceedings, the appointment of a receiver or administrative receiver, over the whole or a substantial part of Advertiser’s assets, or any indication whatsoever that the Advertiser is unable to pay its debts as and when they fall due.3.4 Notice of cancellation or suspension of an Advertisement must be received in writing by the Publisher no later than seven (7) days after the date on which the Order Form is accepted by the Publisher and not less than seven (7) days prior to the relevant date of publication on any one of the Websites. In the event that the relevant date of publication is less than seven (7) days from the date the Order Form is accepted by the Publisher, any such subsequent cancellation or suspension in respect of an Advertisement and received by the Publisher shall be accepted or rejected at the sole discretion of the Publisher acting reasonably, provided that the Publisher shall be entitled to charge for any services rendered and/or receive any Payment due for each successful download or action during any period of publication.
5.1 The Advertiser shall pay the Publisher at the rate as set out in the relevant Order Form (the "Payment") for (i) each successful download or action by a User of an Advertisement from any one of the Websites by any means including, but not limited to (a) printing a voucher; (b) receiving a short message service voucher; (c) receiving an email containing a voucher; and/or (d) using a mobile device application (each, a "Download"), and/or (ii) for any other services provided by the Publisher as outlined on an Order Form (as applicable). 5.2 Unless otherwise agreed between the Parties, the Payment shall be satisfied by the Advertiser making the appropriate payment (i) via the applicable third party network provider and including the appropriate Publisher reference, such Payment to be made within 30 days of completion of services (“Bonus Payment”); or (ii) direct to the Publisher, such Payment to be made within 30 days of the date of invoice (“Direct Payment”). Whether the Payment will be made via Bonus Payment of Direct Payment will be indicated on the Order Form. 5.3 In the event that any Commission is payable by the Publisher to the Advertiser on amounts received by the Publisher in relation to an Advertisement shall be set out on the relevant Order Form (the “Commission”), and paid provided that the agreed target (as set out in the Order Form) is attained by the Advertisement (such target hereinafter referred to as, the “Tipping Point”). All cancelled and reversed payments from Users shall be deducted from the Tipping Point. The Tipping Point and rate of Commission shall be agreed between the Publisher and Advertiser at the point of ordering the Advertisement.5.4 Payments are inclusive of applicable Value Added Tax ("VAT") where indicated on the Order Form. 5.5 If the Advertiser does not pay any sums due under this contract within 30 days of the due date the Publisher shall be entitled to, at its discretion and without affecting any other right or remedy available to it, (i) charge interest on any overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time (such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount); (ii) suspend the provision of the services until such time as payment is made in full; and/or (iii) terminate the Contract with immediate effect. The Publisher reserves all rights and remedies in relation to any breach by the Advertiser of this clause 5.
6.1 The Advertiser warrants that: (a) it is a commercial (as opposed to a consumer) entity; (b) if any change affecting the Advertiser (or its operations) could have an effect on the operation of the Contract, the Advertiser shall inform the Publisher in writing of that change immediately; and (c) provide any assistance or information as reasonably required by the Publisher to carry out the services, including ensuring that any required tracking is accurate and maintained in accordance with applicable law or regulation .6.2 The Advertiser warrants and represents that the Advertiser and/or the Advertisement (as applicable); (a) does not contravene any law, statute or regulations in the United Kingdom and/or in any other country where the Advertisement might appear as a result of its publication by the Publisher (including, for the avoidance of doubt, the Financial Services and Markets Act 2000, the Race Relations Act 1976 (as amended), the Sex Discrimination Act 1976 (as amended), the Disability Discrimination Act 1995 (as amended), and the Employment Equality (Age) Regulations 2006); (b) is not in any way defamatory or illegal or an infringement of the rights of any third party (including the use by the Advertiser in any Advertisement of the name or pictorial representation, whether photographic or otherwise, of any living person); (c) complies in all respects with the British Code of Advertising, Sales Promotion and Direct Marketing and any other relevant advertising standards prevailing (in the United Kingdom and/or in any other country where the Advertisement might appear as a result of its publication by the Publisher) at the time the Advertisement is published (d) Advertisements are up to date and relate to valid and available offers; and (e) it will immediately notify the Publisher of any incorrect or expired Advertisements. 6.3 The Publisher warrants that it will undertake its obligations with reasonable skill and care.6.4 The Advertiser shall indemnify and hold harmless the Publisher (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgements, losses and damages arising out of or in connection with any claim or suit or demand: (a) by a User (or any party on whose behalf a User has been acting); (b) in respect of, arising out of, or in connection with any goods and/or services actually or purportedly offered in respect of or connection to an Advertisement); (c) in respect of, arising out of, or in connection with an Advertisement; or (d) by HM Revenue and Customs, in respect of or connected to the collection or payment of VAT in any way connected to the Contract. Save as otherwise provided in these terms and conditions, the services are provided on an "as is", as available basis without warranties of any kind, whether express or implied.
7.1 These Terms and Conditions, together with any Order Form entered into, constitute the entire agreement between the Advertiser and the Publisher (the "Contract").7.2 If any provision of the Contract is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.7.3 None of the provisions of the Contract are intended to confer a benefit on or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.7.4 The Contract, and any other agreement or arrangement entered into pursuant to it, shall be held in confidence between the Publisher and Advertiser, and may only be disclosed with the express written agreement of the Publisher or to meet a legal or regulatory requirement.7.5 The Publisher does not exclude or limit liability for any liability that cannot be excluded by law (including, for the avoidance of doubt, any liability in respect of death, personal injury, fraud or fraudulent misrepresentation). Subject to the preceding sentence, the Publisher shall not be under any liability (whether or not damage or loss is direct, indirect, consequential, foreseeable, known or otherwise) for: (a) loss of actual or anticipated profits; (b) loss of goodwill; (c) loss of sales or business; (d) loss of revenue or of the use of money; (e) loss of contracts; or (f) loss of anticipated savings; (g) loss of data and/or undertaking the restoration of data.7.5.1 Liability includes breach of contract, negligence (as defined in s.1(1) Unfair Contract Terms Act 1977), misrepresentation, tortuous claim, restitution or any other cause or action whatsoever relating to or arising under or in connection with the Contract, including liability expressly provided for under the Contract or arising by reason of the invalidity or unenforceability of any term of the Contract.7.6 Where any matter gives rise to a valid claim against the Publisher its liability shall be limited to a sum equal to the sum paid for the service supplied under the Contract. 7.7 None of the rights or obligations in the Contract may be assigned or transferred to any other person without the written consent of the Publisher.7.8 The Contract shall be governed and construed in accordance with the laws of England and Wales and the Advertiser submits to the exclusive jurisdiction of the courts of England and Wales in connection with all disputes, claims or actions arising out of or in connection therewith.