Broadcasters Standard Airtime Sales Terms & Conditions

1. Definitions and Construction

1.1 In these Terms and Conditions, words and expressions shall have their ordinary meaning unless otherwise defined and unless the context otherwise requires:

a) any reference to a "party" or parties" shall unless otherwise stated mean a party or the parties to this Booking Agreement; and

b) references to clauses, schedules and sub-divisions of them are references to the clauses of, and schedules to, these Terms and Conditions and sub-divisions of them respectively; and

c) references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended and any subordinate legislation made from time to tome under it; and

d) headings are inserted for convenience only and shall be ignored in construing these Terms and Conditions; and

e) references to a "person" includes any individual, company, corporation, firm partnership , joint venture, association, organisation, institution, trust or agency, whether or not having a separate legal personality and references to the singular shall include the plural and vice versa; and

2. Agreement and Commission

2.1 These terms and Conditions are legally binding and together with the Booking Form constitute the agreement between the parties relating to the Booking accepted by the Broadcaster in accordance with clause 3.1 below (the "Booking Agreement").

2.2 The Buyer hereby contracts with the Broadcaster as principal in all respects and as such the Buyer and Broadcaster shall be liable for the payment of all sums due and owing in accordance with this Booking Agreement.

3. Booking

3.1 A Booking is subject to the acceptance by the Broadcaster and may be accepted by the Broadcaster (or Channel M Sales on its behalf) either in writing (including by electronic acceptance methods) or by the provision of actual Airtime to the Buyer.

3.2 A Booking shall become irrevocable after the Advance Booking Deadline.

3.3 The Buyer shall make a Booking in advance of the Advance Booking Deadline. The Broadcaster reserves the right, in its sole discretion, to apply a Late Booking Fee (if a Booking is made after ABD and accepted by the Broadcaster) of such sum as the Broadcaster may at its reasonable discretion determine or as may have otherwise been agreed by the parties.

3.4 Following acceptance of a Booking by the Broadcaster in writing, the Broadcaster will agree with the Buyer prior to the proposed first transmission date a final schedule or the proposed Airtime in accordance with clause 6.1 below.

4. Acceptance of Advertisement Copy

4.1 Advertisement Copy will only be transmitted by the Broadcaster if it is approved by the Broadcaster, satisfies its reasonable technical requirements in accordance with current industry standards, complies with the Act, the Code of Advertising Standards and Practice issued by the ITC, Ofcom or any successor body, the BACC Notes of Guidance and BACC Copy Clearance Bulletins and any replacement or amendment of the same in force at the time of transmission.

4.2 Approval by the BACC of Advertisement Copy shall not in any way prejudice the Broadcaster’s right to reject Advertisement Copy in accordance with the provisions set out below.

4.3 Advertisement Copy must be delivered to the Broadcaster not less than two clear Working Days prior to the date of intended transmission. Delivery of Advertisement Copy shall be deemed to have been made only when the Broadcaster’s technical requirements have been met and the relevant transmission instructions have been received by the Broadcaster from the Buyer.

4.4 If the Buyer fails to comply with clauses 4.1 to 4.3, the Broadcaster shall notify the Buyer who must supply Advertisement Copy or alternative Advertisement Copy as soon as possible prior to the date of intended transmission. Advertisement Copy or alternative Advertisement Copy, if supplied by the Buyer less than two Working Days prior to the date of intended transmission and if accepted will also be subject to a Late Copy Surcharge of £250 + VAT per Broadcaster. Should Advertisement Copy or alternative Advertisement Copy not be supplied or not be accepted, the Buyer shall pay the Broadcaster in full for the Spots booked under this Booking Agreement whether or not any Advertisement Copy is transmitted, and in such event the Broadcaster at its reasonable discretion may repeat previously transmitted Advertisement Copy to fulfil its regulatory obligations or cancel the transmission of the relevant Advertisement Copy.

4.5 The Broadcaster shall not be liable for any addition to, changes in or deletions from or non-transmission of any Advertisement Copy required by Ofcom or for the withholding or withdrawal of approval of any Advertisement Copy by the BACC or for any costs, loss, damage, expenses or claims resulting from any such action.

4.6 Notwithstanding the provisions above in this clause 4, the Broadcaster reserves the right, in its absolute discretion, to do any act or thing in respect of the transmission of any Advertisement Copy or part thereof (including the fading, editing or cutting thereof) which, in its reasonable opinion, contains any unsuitable material for broadcast and the Broadcaster shall not incur any liability whatsoever to the Buyer or any Advertiser in respect thereof.

4.7 The Broadcaster acting reasonably shall be entitled to restrict or prevent any repeat transmission of any Advertisement Copy.

4.8 The Broadcaster shall not be liable for the delay in delivery or loss or damage in transit of any Advertisement Copy. Unless otherwise instructed by or on behalf of the Buyer, Advertisement Copy will be destroyed by the Broadcaster without further reference to the Buyer if not transmitted during a period of six weeks from the date of receipt or, if later, after the date of its last transmission.

5. Dates and Times of Transmission

5.1 The Broadcaster will use reasonable endeavours to ensure that the final date and time of a Spot agreed with the Buyer before transmission will be met. If a Spot is not transmitted on such date and at such time for whatever reason (including the Broadcaster’s negligence), subject to there not being a Broadcaster Airtime Credit owing, the Broadcaster will provide to the Buyer a transmission date and time of an equivalent value in consultation with the Buyer.

5.2 Where Advertisement Copy is transmitted substantially but not wholly correctly through no fault of the Buyer or Advertiser (for instance where Advertisement Copy complies with relevant technical requirements but is not transmitted in the same screen format that is delivered to the Broadcaster by the Buyer), such event shall not constitute a breach of this Booking Agreement but the Broadcaster will discuss such event with the Buyer in good faith with a view to determining how to compensate the Buyer.

5.3 Spots transmitted within five minutes of the Day Part booked by the Buyer will be regarded as appearing within that Day Part. Advertisements agreed as being for transmission at a specific time will generally be transmitted in the commercial break nearest to that time.

6. Warranties

6.1 The Buyer warrants and undertakes to the Broadcaster that it will procure that:

6.1.1 all necessary licences and consents for the transmission of any performance or copyright material contained in any relevant Advertisement Copy will be obtained and paid for;

6.1.2 no Advertisement Copy will infringe the copyright or other intellectual property or other rights of or be defamatory of any third party or the Broadcaster; and

6.1.3 no Advertisement Copy will be in breach of or contrary to any common law, statute, regulation or code of practice, including in particular any Advertisement Copy which is defamatory, racist or sexist, threatening or menacing to any person or group of people, or contain any obscene elements, or likely to cause annoyance or distress to any person;

6.2 The Buyer will indemnify and keep indemnified both Channel M Sales and the Broadcaster against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities suffered by either Channel M Sales or the Broadcaster arising from any breach of the warranties set out in this clause 6 (whether foreseeable or unforeseeable) or in any manner whatsoever including as a result of or arising out of the use, recording or broadcasting of any Advertisement Copy or other material supplied by or transmitted on behalf of the Buyer.

6.3 The indemnity set out in clause 6.2 shall be deemed to apply to ensure that the buyer will indemnify both Channel M Sales and the Broadcaster against any claims brought by an Advertiser for any claims made under the terms of an agreement between the Broadcaster and the Buyer (acting on behalf of that Advertiser).

7 Invoicing and Payment

7.1 A Non-approved Buyer shall pay the Broadcaster the amount invoiced by or on behalf of the Broadcaster for Airtime not later than ten Working Days before the first scheduled transmission date of the relevant Advertisement Copy and in default of such payment the Broadcaster shall without prejudice to its other rights and remedies under this Booking Agreement or otherwise at law be entitled to refuse to transmit the Advertisement Copy without incurring any liability to the Buyer.

7.2 Payments due to the Broadcaster will be subject to VAT at the appropriate rate applicable at the date of transmission of the relevant Advertisement Copy.

7.3 Late Copy Surcharge shall be paid within 30 days of the date of an invoice for the same.

7.4 All sums due under this Booking Agreement are payable in pounds sterling only and where appropriate rounded up to the nearest pound.

8 Cancellation and Postponement

8.1 The Broadcaster in its absolute discretion may consider requests in writing from a Buyer to cancel Campaigns subject to the following terms:

8.1.1 the Buyer will pay 50% of the total value of any Campaigns which the Buyer cancels after the Advanced Booking Deadline and not less than four weeks prior to the date of transmission of the relevant Advertisement Copy;

8.1.2 the Buyer will pay 60% of the total value of any Campaigns which the Buyer cancels not more than four weeks but not less than two weeks prior to the date of transmission of the relevant Advertisement Copy;

8.1.3 the Buyer will pay 75% of the total value of any Campaigns which the Buyer cancels not more than two weeks but not less than one week prior to the date of transmission of the relevant Advertisement Copy; and

8.1.4 the Buyer will pay 100% of the total value of any Campaigns which the Buyer cancels during one week prior to the date of transmission of the relevant Advertisement Copy.

8.2 A written request by the Buyer for the postponement of Airtime booked under this Booking Agreement after the Advanced Booking Deadline ("Postponed Airtime") will incur an additional charge equal in amount to 30% of the total value of the Postponed Airtime. Any Postponed Airtime must be pre-paid and re-booked at the time of postponement to a date not more than three calendar months after the date of the postponement and in any event within the same calendar year and must relate to the same product or service failing which to postponement will be deemed a cancellation and subject to the provisions of clause 8.1.

8.4 The Buyer acknowledges that the charges set out in this clause 8 are a genuine pre-estimate of the losses likely to be suffered by the Broadcaster in the relevant circumstances.

9 Confidentiality

Neither party shall either during or after the expiry of this Booking Agreement, duplicate, disclose, or permit the duplication, or disclosure of any Confidential Information, nor use the same in any way other than to perform its obligations under this Booking Agreement unless such duplication, use or disclosure is specifically authorised by the other party in writing or it is requested to disclose such information by law (including but not limited to the obligations set out in the Undertakings).

10 Entire Agreement

This Booking Agreement comprises the entire agreement between the parties in respect of the relevant accepted Booking of Airtime and supersedes all (whether oral or written) previous statements made by either party and all previous agreements, understandings and arrangements in respect thereof.