Standard Terms and Conditions for Advertising
1.1 These Terms and Conditions are incorporated into each agreement entered into between the Publisher and the Advertiser, whether or not the advertising form, or any other document, which the customer signs make reference to these terms.
1.2 In these Terms and Conditions, the following expressions refer to the respective meanings unless otherwise stated:
"Advertiser"refers to the person and / or company as identified on the Insertion Order.
"Campaign" refers to the placement of adverts on the Website according to extent and duration specified on the Insertion Order.
"CPM" refers to the cost per mille i.e. per 1,000 page impressions of the advert.
"Insertion Order" refers to the Advertising Order Form to which these terms and conditions apply.
"Publisher" refers to Patient, a trading name of EMIS.
"EMIS" refers to Egton Medical Information Systems Limited (trading as Patient). Egton Medical Information Systems Limited, is a company incorporated in the UK and having its registered office at Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY and is the owner of the Website.
"RON" refers to the Run of network i.e. non-targeted adverts which will show on all pages of the Website, where the particular form of adverting is shown.
"Targeted" refers to adverts that are shown on specific pages e.g. those relating to a particular subject or on the home page of the Website.
“Website” shall mean http://patient.info, or any other website detailed on the Insertion Order.
2.1 The Advertiser warrants that it has the right to publish the contents of the advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights.
2.2 The Advertiser will be fully responsible for the terms of any contract for the sale of goods or services to customers who have seen the advertisement displayed on the Website and agrees to indemnify the Publisher against any expenses, damages and/or losses of any kind incurred by the Publisher in relation to any claim, action, demand or proceedings brought against the Publisher in relation to any such contracts entered into for the purchase of the advertised goods or services.
2.3 The Advertiser also agrees to indemnify the Publisher against any and all expenses, damages and losses of any kind incurred by the Publisher, in connection with any claims of any kind, (including breach of contract, any claim of trademark or copyright infringement, libel, defamation, malicious falsehood, breach of confidentiality, false or misleading advertising or sales practices) arising from the advertisement.
3. Provision of Advertising Materials
3.1 The Advertiser will provide the Publisher with all the materials for the advertisement e.g. images or other media of suitable quality and size, in accordance with the Publisher's requirements as discussed and set out in the Insertion Order. The Publisher will not be required to publish any advertisement that has not been received in accordance with such requirements. The Advertiser will ensure that the advertisements do not contain anything that is defamatory, obscene, false or misleading.
4. Campaign Acceptance
4.1 The acceptance of the Campaign is subject to available space and receipt of a signed Insertion Order by the Publisher. The Publisher will use every reasonable effort to comply with the Advertiser's wishes. If a booked advertisement is not published at all, due to the fault of the Publisher, the Publisher will supply an alternative publication date. If the Advertiser chooses not to accept this alternative date, its original booking will be cancelled and if the Advertiser has paid for the Campaign in advance, the Publisher will refund to the Advertiser the amount already paid in full and final settlement of any claim by the Advertiser against the Publisher for such failure to publish.
4.2 In the unlikely event that the Advertiser wishes to request a change to the positioning of advertisements, the Advertiser must provide the relevant images or other media of suitable quality and size and give at least 2 weeks written notice to the Publisher before the end of the Campaign. Such changes may incur an additional cost to the Advertiser if the Advertiser wishes to alter the advert page placement instructions supplied in the "targeting details" box of the Insertion Order. Failure to provide such prior notice will mean that the positions set out in the Insertion Order prevail. Any requested change to positioning of advertisements will, in any event, be decided at the Publisher's sole discretion and subject to availability.
4.3 The Publisher will notify the Advertiser by email when their advertisement has been made live on the Website and the Advertiser must inform the Publisher as soon as it is reasonable, of any inaccuracies with the delivery of the advertisement.
4.4 Once the Insertion Order has been returned to the Advertiser and the Campaign has gone live, the Publisher will raise an invoice as per the Insertion Order.
5. Terms of Payment
5.1 New Advertisers will be required to pay for their first Campaign prior to the Campaign starting and will be issued an invoice to that effect.
5.2 Existing customers will be invoiced as appropriate to their Campaign. The Advertiser must pay the invoiced amounts to the Publisher in pounds sterling within thirty (30) days from the date of the invoice. If the invoice is not paid, the Campaign will be removed and the Advertiser will be invoiced for the Campaign value that has been served to date plus an additional administration cost (equivalent to 20% of the revised invoice amount).
6. Cancellation Policy
6.1 For those Advertisers that have a discounted Campaign (as indicated on the Insertion Order); if the Campaign is cancelled within the Campaign period then the full non-discounted monthly cost will become applicable.
6.2 The Publisher shall not be bound by any request from the Advertiser to stop, cancel or suspend an Advertisement unless such request is in writing and confirmed in writing by the Publisher.
6.3 Without prejudice to condition 6.2, the following costs remain due on cancellation, and the Advertiser acknowledges that these charges represent a genuine pre-estimate of the Publisher’s losses:
a) Notice of cancellation received 28 days or more before first display, 25% of total fee due;
b) Notice of cancellation received 8-27 days before first display, 50% of total fee due; or
c) Notice of cancellation received 0-7 days before first display, 100% of total fee due,
If the Advertiser has paid sums for advertisements in advance and is entitled to a refund, the Publisher shall use its reasonable endeavours to pay such refund to the Advertiser within 30 Working Days of receipt of the written notice of cancellation.
6.4 Should the Advertiser, part way through wish to stop or cancel an advertisement that is being displayed on the Website for an agreed period of time in excess of 14 days then the Advertiser must give written notice to the Publisher of its request to stop or cancel the advertisement and all charges connected with the display of the advertisement shall, unless otherwise expressly agreed by the Publisher in writing, be non-refundable.
7. Campaign Renewal
Except as expressly set out in the Insertion Order, any renewal of the Campaign and acceptance of any further Campaigns will be at the Publisher's sole discretion. The rates applicable to such renewal periods, if any, are subject to change by the Publisher from time to time.
8. Usage Statistics
8.1 The Advertiser acknowledges that the Publisher's estimates of Website traffic, as provided to an Advertiser prior to a Campaign, are not guarantees of Website traffic during the Campaign.
8.2 The Publisher provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and the Publisher will not be held liable for any claims relating to any usage statistics however supplied.
8.3 The Advertiser will receive an email from the Publisher to a nominated email account on a monthly basis notifying them on the usage statistics for their Campaign.
8.4 The Publisher's usage statistics are in compliance with the Interactive Audience Measurement and Advertising Campaign Reporting and Audit Guidelines report, which can be downloaded from http://www.iab.net/media/file/Global_meas_guidelines.pdf
9. Limitation of Liability
9.1 If the Publisher fails to publish any advertisement or fails to deliver the impressions specified in the Insertion Order within the agreed time period, the Publisher's liability will be limited to either:
9.1.1 as soon as reasonably practicable, publishing the advertisement (or a replacement advertisement if provided by the Advertiser) in positions agreed in the Insertion Order or in alternative positions agreed with the Advertiser for such time as is necessary to generate a number of substitute impressions of equivalent monetary value to the shortfall;
9.2 In no event will the Publisher be responsible in contract, tort, and negligence or otherwise, for:
9.2.1 loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or
9.2.2 any indirect, consequential, special or economic loss of any kind;
arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Insertion Order.
9.3 The Advertiser shall assume all liability for materials, features, or works provided to the Publisher, under the Insertion Order, that are subsequently downloaded by any visitor to the Publisher. The materials will not be obscene, nor will be in conflict with mainstream health promotion (e.g. no ads for alcohol, cigarettes, etc). They will not be for gambling websites (which includes lotteries, bingo, online poker, etc). They will not be of sexual images or sexual innuendo (which includes promoting dating websites). They will not promote cures that, in the opinion of the Publisher, most doctors would not be happy about.
9.4 In the event of any inconsistency between the Insertion Order and these Terms and Conditions, these Terms and Conditions will prevail.
10. Governing Law and Jurisdiction
These Terms and Conditions, together with the Insertion Order will be governed by and construed in accordance with, the laws of England, and the parties submit to the exclusive jurisdiction of the English courts
11. Entire Agreement
11.1 These Terms and Conditions, along with the Insertion Order, and any other documents referred to herein (the 'Contractual Documentation') constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.
11.2 The parties agree that neither of them have been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement as a warranty. The only remedy available to the parties for breach of the warranties shall be for breach of contract under the terms of this Agreement and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
11.3 No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
12. Waiver and Severance
12.1 The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to these Terms and Conditions shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.
12.2 If any provision of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of these Terms and Conditions which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
Last updated 10th April 2013