Legal

Sponsorship and advertising

Descriptions

Agreement

The advertising, sponsorship, business development or Cost Per Client Lead agreement outlined in the Insertion Order entered into by the Customer and we7.

we7

A company duly incorporated in England and Wales with a principal place of business at Manches Building, 9400 Garsington Road, Oxford Business Park, Oxford OX4 2HN United Kingdom.

Customer

The organisation placing the order for The Service.

The Service

The provision of sponsorship and advertising, Client Leads or equivalent on music downloads, web pages, e-mail alerts and other forms of electronic communication or promotion as agreed between we7 and Customer on websites and/or properties run and owned by we7 or represented by we7.

Liability

1. we7 accepts no liability for any error in an advertisement. Furthermore we7 will not be liable for any delays in delivery and/or non-delivery due to acts of God, action by any governmental agency, fire, flood, earthquake, strike, network difficulties or other acts beyond the control of we7.
2. we7 shall not be liable for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation (whether for loss of profit, business, goodwill reputation or otherwise and whether caused by negligence or otherwise) which arises out of or in connection with this Agreement.
3. we7 expressly gives no warranty as to the accuracy or completeness of any information provided by it pursuant to this Agreement and accepts no liability for any inaccuracies in or the incompleteness of any such information.
4. we7's entire liability under or in connection with the Agreement will not exceed an amount equal to one months' fees.

Payment

1. All fees are subject to VAT at the prevailing rate and, unless expressly indicated otherwise, are payable in advance of the start date of The Service.
2. The Customer shall settle within 14 days of receiving the due invoice from we7 or before the start of The Service if payment is due in advance.
3. All payments are non-refundable. Any disputed invoices or payments need to be raised with we7 within 7 days of end of The Service.
4. we7 reserves the right to charge interest at 8% above base rate or to the maximum percentage allowed by law on all amounts outstanding 14 days after invoice.
5. we7 reserves the right to suspend the performance of The Service until payment in cleared funds is made in full. Customer can amend the Start date of The Service only with prior written agreement with we7 and all payments and payment dates will remain due as per the initial signed Agreement. In any case if the Start Date of The Service is delayed for more than two working days for any reason whatsoever by The Customer then we7 reserves the right to pro-rata the delivery of the campaign accordingly but still receive full payment for The Service as per the signed Agreement.
6. Unless otherwise stated payment is based upon the number of recorded advertising units requested by users during their visit and navigation around we7.com and all other online properties represented by we7. This payment is due irrespective of non-delivery of units due to the unavailability of a third party ad server, internet connectivity issues or creative issues such as a media type not being supported by a user's browser, large creative file size or slow user connection.
    
   Unless otherwise stated this Agreement is based solely on the number of delivered advertising units recorded by we7. we7 shall have no liability for any discrepancy between the number of recorded advertising units recorded by we7 and those recorded by the Customer.
    
   Unless explicitly stated the payment of any third party rich media, hosting or creative fees whatsoever are the responsibility of the Customer.
    
   we7 may reject any advertisement in its sole discretion or may amend the advertisement, at the Customer's expense, so as to:
    
   
   1. avoid infringing any third party's rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority or other body; or
   2. comply with we7's production or quality specifications.
   3. comply with maximum file sizes as advised by we7 at its sole discretion.
   In any case, we7 will receive full and total monies for The Service as outlined under this Agreement.

Miscellaneous

1. The Customer warrants that all advertisements supplied to we7 comply with all applicable laws and regulations, are not defamatory and obscene and do not violate or infringe any copyright, trade mark or the rights of any third party. we7 reserves the right to terminate The Service at any time. The Customer hereby grants we7 a worldwide licence to reproduce, display and transmit the advertisement provided in electronic form to users of The Service. The Customer will not assign its rights or obligations under this Agreement without the prior consent of we7.
2. we7 and the Customer will co-operate on the issue of press releases in respect of this Agreement.
3. Each party will keep confidential any information that they may learn about the other party.
4. In entering into any Agreement the parties agree that they do not rely on any statement representation term or understanding (whether negligently or innocently made, whether express or implied) of any person (whether a party to this Agreement or not) other than as may be expressly set out in this Agreement.
5. By signing this Agreement, Customer agrees to all the terms and conditions attached in this Agreement. we7 reserves the right to change The Service at any time during the course of the Agreement, including but not limited to placing advertisements across alternative websites and/or properties that it owns or represents or providing alternative creative sizes or slots at its sole discretion. we7 reserves the right to terminate the Agreement with immediate effect in the event of any breach of this Agreement by the Customer that is not remedied within 14 days of notification of the breach being given by we7. The Agreement shall be governed by English Law.
6. we7 also reserves the right to remove any third-party served advertisements that are deemed unsuitable or do not follow the relevant technical specifications as set out on the we7 website.
7. For Cost Per Client Lead partnerships, the following specific Terms and Conditions apply:
    
   
   1. Whilst we7 will use best endeavours to provide targeted Client Leads for the Customer, it cannot warrant the quality or accuracy of Client Leads provided to Customer.
   2. we7 reserves the right to provide Client Leads from websites and/or properties run and owned by we7 or represented by we7.
   3. Client Leads are defined as the name and address of users of properties run and owned by we7 or represented by we7 who have expressed interest in the Customer's products or services.
   4. Customer will be able to send each Client Lead a relevant, authorised and regulated brochure or marketing pack via a one-off postal mailing, unless otherwise agreed in writing by we7. we7 reserves the right to seed any list of Client Leads provided to ensure these Terms and Conditions are adhered to.