The following terms and conditions apply to your advertisement purchase order.
1. Scope of our agreement:
These are the conditions of the contract between you, the client (“you” and “your”) and Ochre Media (“Ochre Media”, “we”, “us” and “our”) relating to the provision by us of advertising space on the website, as specified on your purchase order.
2. Content and artwork responsibility:
You are responsible for providing all text and illustrations (“copy material”) for your advertisement/s and any other insert/s (“advertisement”) in such a format as the Ochre Media may specify by the copy deadline specified on your purchase order.
We shall prepare a proof of your advertisement and send across to you for approval. If you wish to change any element of it, you must send your changes to Ochre Media by the return date shown on the proof. If we have not received any changes by the return date we will assume that you have approved the proof. After your advertisement has been published (i.e. uploaded to the website) you may change any element of it up to twice in each renewed period (as defined in clause 7) by providing Ochre Media with a written request setting out the changes you wish to make.
If you fail to supply copy material by the copy deadline, Ochre Media reserves the right to repeat standing copy or to independently determine the copy to be published (including sourcing from the public domain). Failure by you to supply the necessary copy material for your advertisement by the copy deadline will not affect your obligation to pay for the advertisement in accordance with clause 4 below.
If your copy material is provided in a form different from that specified then you will be responsible for any reasonable extra costs that may arise for preparing the material.
Notwithstanding the above, you agree that Ochre Media shall at all times retain full editorial approval over the advertisement and that, except as expressly provided in your purchase order, the positioning of the advertisement shall be at Ochre Media’s sole discretion. Ochre Media reserves the right at our absolute discretion to reject, withdraw or amend text/information supplied by you for the advertisement and such will not affect your obligation to pay for the advertisement in full in accordance with clause 4.
3. Rights:
In consideration of Ochre Media providing its advertising, marketing and design services to you, you assign to Ochre Media with full title guarantee, for use throughout the world, the copyright (whether vested, contingent or future) in the copy material supplied by you and all rights of action in respect of that copy material.
The above will not operate as an assignment of your trade marks, service marks and logos, which will remain your property. Accordingly, you hereby grant to Ochre Media a worldwide, non-exclusive, fully paid licence to reproduce and display all trade marks, service marks and logos contained within the copy material for the duration of this contract.
4. Invoice and settlement:
An invoice for the amount specified in your purchase order (plus applicable taxes) will be issued at the time your advertisement is first published. We will then invoice you for each renewed period (as defined in clause 7) at Ochre Media’s then current rates on or shortly after the relevant anniversary of the date of first publication. You may request a copy of the rates that will apply in any renewed period from Ochre Media at any time within three calendar months before the commencement of that renewed period.
Settlement of all invoices is due 14 days from the date of the invoice. If your account falls overdue, then interest will be charged at the rate of 12% per annum. This will be calculated on a daily basis from the due date to the actual payment date. All prices quoted in the purchase order are exclusive of applicable taxes.
5. Warranty and indemnity:
You warrant and represent to Ochre Media that:
(i) you have all necessary rights to grant the rights and licences set out in this contract to Ochre Media;
(ii) neither the copy material provided by you nor any material which may be linked to through your advertisement will contain anything that is defamatory, obscene, false or misleading or which otherwise violates any intellectual property rights or other rights of any person;
(iii) use of the copy material provided by you will not violate any applicable law or regulation.
You agree to indemnify and keep indemnified Ochre Media and hold Ochre Media harmless against any and all dam- ages, costs or fees arising from a breach of the above warranties including any claim or action by a third party.
6. Liability:
Ochre Media does not accept any liability for any damages (including, without limitation, damages for any consequential loss or loss of business opportunities or projects, or loss of profits) howsoever arising and whether in contract, tort or otherwise from the use of or inability to use the website, or any of its contents, or from any action or omission taken as a result of using the website or any such contents. Ochre Media does not exclude liability for death or personal injury arising out of its negligence.
You agree that Ochre Media has not made any guarantees with respect to usage statistics, which include, without limitation, levels of impressions or click-throughs for the advertisement.
7. Term and termination:
This contract will commence on the date Ochre Media receives your signed purchase order and will continue initially until the first anniversary of the date on which your advertisement is first published. This contract will automatically renew on such first anniversary and then on each subsequent anniversary for a further 12 month period (each a “renewed period”), unless either you or Ochre Media has given the other a valid notice to terminate.
A party who does not wish this contract to automatically renew on any anniversary must give written notice to the other no later than one calendar month before the relevant anniversary stating that it wishes to terminate this contract on that anniversary. If a valid written notice to terminate has been given by either party to the other, this contract will terminate on the relevant anniversary.
8. Cancellation:
This contract represents a legally binding commitment between you and Ochre Media. You may only cancel your advertisement and terminate this contract in accordance with clause 7 or, prior to the date your advertisement is first published, with the written consent of Ochre Media. Ochre Media’s consent will be at its sole and absolute discretion. If Ochre Media consents, prior to the date your advertisement is first published, to your advertisement being cancelled and this contract being terminated you will be liable to pay at least 50% of the amount specified in your purchase order (plus applicable taxes) and such amount will become payable within 14 days following the date of Ochre Media’s written consent.
9. General:
You may not resell, assign or transfer any of your rights under this contract without Ochre Media’s prior written consent. Any attempt to resell, assign or transfer rights without Ochre Media’s consent will entitle Ochre Media to terminate this contract immediately without liability to you.
A person who is not a party to this contract has no right to rely upon or enforce any terms of this contract.
In the event of a dispute arising out of or in connection with these terms or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration in accordance with The Arbitration and Conciliation Act, 1996.
This agreement is governed by and will be construed in accordance with laws of India and each party irrevocably agrees that the courts of Hyderabad shall have the exclusive jurisdiction to deal with any disputes arising out of or in connection with this agreement. These terms and conditions along with the purchase order constitute the entire agreement and understanding between you and Ochre Media and supersede any previous agreement between the parties. You agree that all the details of this contract appear in the purchase order and these terms and conditions and that no employee of Ochre Media has made any promise or commitment to you that does not appear here. Both parties agree that the terms and conditions described here are binding and may only be varied in writing signed by you and by a director of Ochre Media. Nothing in this contract shall operate to limit or exclude liability for fraud. Printed terms and conditions in any additional documents issued by you or your agent will not be recognised as binding. |
