1 INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

  • “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business
  • “Charges” means the charges payable by the Client for the supply of the Services in accordance with clause 5
  • “Commencement Date” has the meaning set out in clause 2.2
  • “Conditions” means these terms and conditions as amended from time to time in accordance with clause 13.1.
  • “Contract” means the contract between City Local Pro and the Client for the supply of Services in accordance with these Conditions
  • “Client” means the person or firm who purchases Services from City Local Pro.
  • “Deliverables” means the deliverables set out in the Order.
  • “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • “Order” means the Client’s order for Services as set out in the quotation document.
  • “Pre-Existing Materials” means all documents, information and materials provided by City Local Pro relating to the Services which existed prior to the commencement of this agreement, including computer programs, data, reports and specifications and processes used in the provision of the Services.
  • “City Local Pro, LLC, A COMPANY REGISTERED IN the state of Virginia. WHOSE REGISTERED OFFICE IS 1110 Elden St suite 208E, Herndon, VA 20170,
  • “Services” means the services, including the Deliverables, supplied by City Local Pro to the Client as set out in the Specification.
  • “Specification” means the description or specification of the Services provided in writing by City Local Pro to the Client.

1.2 Construction. In these Conditions, the following rules apply:

  • 1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  • 1.2.2 a reference to a party includes its successors or permitted assigns;
  • 1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  • 1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms. A reference to writing or written includes faxes and e-mails.

3 SUPPLY OF SERVICES AND DELIVERABLES

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 CLIENT'S OBLIGATIONS

4.1 The Client shall:

  • 4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
  • 4.1.2 co-operate with City Local Pro in all matters relating to the Services and promptly provide any information relating to the Services in sufficient time to enable City Local Pro to perform its obligations;
  • 4.1.3 provide City Local Pro with such information and materials as City Local Pro may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

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”):

  • 4.2.1 City Local Pro shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the City Local Pro's performance of any of its obligations;
  • 4.2.2 City Local Pro shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from City Local Pro’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
  • 4.2.3 the Client shall reimburse City Local Pro on written demand for any costs or losses sustained or incurred by City Local Pro arising directly or indirectly from the Client Default.

5 CHARGES AND PAYMENT

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:

  • 5.2.1 Any variation of duties or increase in the costs of materials, labor or printing;
  • 5.2.2 Any charge in the Specification requested by the Client;
  • 5.2.3 Any delay caused by the Client.

6 DATA PROTECTION

6.1 General

  • 6.1.1 Each party shall comply with Data Protection Legislation with regards to the processing of Client Personal Data under this Agreement.
  • 6.1.2 The Client shall only provide the Agency with Client Personal Data to the extent that it is strictly necessary for the Agency’s performance of the Services.
  • 6.1.3 The Client shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to the Agency for the duration and purposes of this agreement.
  • 6.1.4 The Agency is a Data Processor in respect of the Client Personal Data processed under this Agreement. The Agency shall:
  • 6.1.4.1 process the Client Personal Data only on and in accordance with lawful instructions from the Client which may be specific instructions or instructions of a general nature provided directly to the Agency, which may include any instructions from any end client of the Client with respect to that Client Personal Data;
  • 6.1.4.2 process the Client Personal Data only to the extent, and in such manner as is necessary for the provision of services to the Client;
  • 6.1.4.3 inform the Client of any legal requirement under any applicable law that would require the Agency to process the Client Personal Data otherwise than only on the processing instructions, or if any Client instruction infringes, Data Protection Legislation; and
  • 6.1.4.4 not transfer Client Personal Data out of the European Economic Area without t he Client’s prior written consent.
  • 6.1.5 The scope, purpose and duration of Personal Data and Processing (including the type of Personal Data, categories of Data Subjects and security details) covered by this Agreement is set out in the Schedule of this Agreement.

6.2 Security

  • 6.2.1 The Agency shall implement and maintain, at its cost and expense, appropriate technical and organisational measures in relation to its processing of Client Personal Data so as to ensure a level of security in respect of Client Personal Data processed by it is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Client Personal Data transmitted, stored or otherwise processed.
  • 6.2.2 In respect of any Security Incident involving Client Personal Data, the Agency shall without undue delay notify by telephone to and provide the Client with details of the Security Incident.

7 INTELLECTUAL PROPERTY RIGHTS

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 CONFIDENTIALITY

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 LIMITATIONS OF LIABILITY

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 TERMINATION

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:

  • 10.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;

11 CONSEQUENCES OF TERMINATION

11.1 On termination of the Contract for any reason:

  • 11.1.1 the Client shall immediately pay to City Local Pro all of City Local Pro’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, City Local Pro shall submit an invoice, which shall be payable by the Client immediately on receipt;
  • 11.1.2 the Client shall return all of City Local Pro Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then City Local Pro may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
  • 11.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
  • 11.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12 NOTICES

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:

  • 12.2.1 if sent by pre-paid inland first class post, 2 days after posting (exclusive of the day of posting);
  • 12.2.2 if delivered by hand, on the day of delivery;
  • 12.2.3 if sent by facsimile transmission or email on a working day (in the USA) prior to 4.00pm at the time of transmission and otherwise on the next working day provided the sender can provide a fax delivery confirmation.

13 GOVERNING LAW AND JURISDICTION

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).

  • 12.2.1 if sent by pre-paid inland first class post, 2 days after posting (exclusive of the day of posting);
  • 12.2.2 if delivered by hand, on the day of delivery;
  • 12.2.3 if sent by facsimile transmission or email on a working day (in the USA) prior to 4.00pm at the time of transmission and otherwise on the next working day provided the sender can provide a fax delivery confirmation.

APPENDIX 1 - MEDIA BUYING TERMS AND CONDITIONS

1 THE SERVICES

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 FEES AND PAYMENT

2.1 No Refund Policy is applicable on all services we provide.

3 CANCELLATION

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 AGENCY'S RESPONSIBILITY

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 Google Policies

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.