1.1 Definitions. In these Conditions, the following definitions apply:
1.2 Construction. In these Conditions, the following rules apply:
3.1 City Local Pro shall supply the Services to the Client in accordance with the Specification in all material respects.
3.2 City Local Pro shall use all reasonable endeavors to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 City Local Pro shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and City Local Pro shall notify the Client in any such event.
3.4 City Local Pro warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 After the Commencement Date, City Local Pro will submit to the Client for approval:
4.1 The Client shall:
4.2 If City Local Pro's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
5.1 Unless agreed otherwise in writing and subject to clause 5.2, the Charges are as set out in the Order.
5.2 City Local Pro reserves the right, by giving notice to the Client at any time, to increase the Charges at any time during the Term due to any event or factor beyond its control including but not limited to:
7.1 As between the Client and City Local Pro, all Intellectual Property Rights in the Deliverables and the Pre-existing Materials shall be owned by City Local Pro. At no point will the Intellectual Property Rights in the Pre-Existing Materials be transferred, assigned or licensed to the Client. Subject to clauses 3.8 and 3.9 (including for the avoidance of doubt the condition precedent of full payment of the Charges) the Intellectual Property Rights in the Deliverables but not the Pre-Existing Materials will be deemed to transfer to the Client.
8.1 A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.
9.1 The Client will indemnify and keep indemnified City Local Pro from and against any and all proceedings, claims, damages, losses, expenses or liabilities which City Local Pro may incur or sustain as a direct or indirect result of or in connection with the use of any information, representation, reports, data or materials supplied to it by the Client including but not limited to the Consumer Protection from Unfair Trading Regulations 2008.
10.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1 On termination of the Contract for any reason:
12.1 All communications between the parties about this Contract must be in writing and delivered: by hand; or sent by pre-paid first class post; or by email; or by facsimile transmission to its registered office or such changed address as shall be notified to the other party from time to time.
12.2 Communications shall be deemed to have been received:
13.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.2 The parties remotely agree that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims that arise out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
1.1 The Agency shall provide media buying services to the Client in accordance with the Agreement and good industry practice.
1.2 Unless set out otherwise in the Agreement, the Agency shall not in any way be responsible for the preparation, content, production or supply of copy for any of the Client’s advertising.
1.3 The Agency acts in all its contracts as a principal at law.
1.4 The Agency shall, after obtaining the Client’s general written approval of its campaign plans, submit to the Client for its specific written approval:
1.5 media schedules for time, space and other facilities; and
1.6 estimates or quotations of the cost of the various items of advertising and other services covered by this Agreement together with terms of payment.
1.7 The Client’s written approval of media schedules and estimates will be the Agency’s authority to make reservations and contracts for space, time and other facilities under the terms and conditions required by media or suppliers.
1.8 The Client acknowledges that the Agency shall not be obliged to make reservations and contracts, unless and to the extent that the Client has provided the Agency with a valid PO number.
1.9 The Agency will advise the Client promptly of any changes in the estimated cost of media or any changes in plans, schedules or work in progress previously approved in writing by the Client.
2.1 No Refund Policy is applicable on all services we provide.
3.1 In the event that the Client amends or cancels the scope of any media booking (as agreed between the parties in writing), (a) the Client shall reimburse the Agency for any charges or expenses to which the Agency is committed or that arise as a result of such cancellation or amendment, including but not limited to any cancellation charges imposed by a publisher; and (b) the Agency may at its discretion charge the Client a fee in lieu of any commission that would otherwise have been received by the Agency.
4.1 The Agency shall use reasonable care and skill in the selection and appointment of media supplier and the agreement of the terms and conditions of such appointment.
4.2 The Client confirms that it is expressly understood and agreed that in planning and buying the Client's media activity, the Agency shall use its reasonable endeavours to ensure the accuracy of all estimated and target figures relating to:
4.3 the number, proportion or type of people likely to be exposed to the advertising;
4.4 the number of exposures each person is likely to receive; and
4.5 the cost of achieving these exposures.
4.6 Since these are matters which are ultimately beyond the Agency’s control, no warranties can be given by the Agency as to the accuracy of such estimates/targets or as to the figures actually occurring and no liability shall attach to the Agency in respect of any losses suffered by the Client or by any third party by reason of the Client’s reliance on such estimates/targets.
4.7 For the avoidance of doubt the Agency is not responsible for copy content or late delivery of the advertising provided by the Client or a third party creative agency or for advising the Client about compliance issues.
5.1 The agency has no rights / controls over Google triggers or policies.
5.2 In the first 30 days, some keywords will show-up on the first page of Google.
5.3 The Agency has no control over specific keywords hence will not be able to determine which keywords will be the ones showing up on the first page of Google.