Terms and Conditions

OLAY CLASSIFIEDS LIMITED

CLASSIFIEDS ADVERTISING SALES TERMS & CONDITIONS

The “Customer” accepts these terms and conditions when placing a classified advertisement “Order” with Olay Classifieds Limited (“OCL”) which forms the contractual “Agreement” between the Customer and OCL (“Parties”).

The “Customer” means the person placing the Order, whether it be the advertiser, agency, advertiser’s media buyer or other third party acting on behalf of the advertiser.

OCL will endeavour to publish the advertisement in accordance with the Order details agreed with the Customer. The Customer will pay the fee for the Order (“Order Fee”) in full, in advance of the advertisement being produced and published. For Order Fees up to a maximum of £300.00, payments must be made using a Visa or Mastercard card. For Order Fees above £300.00, the Customer must pay for the advertisement via Direct Bank Transfer to the specified trading bank account provided by OCL and as published on the Olay Gazette website. Full payment must be received before the Order can be accepted by OCL.

The Customer may only cancel their Order by providing written notice 24 hours prior to the publication of the advertisement. Where an Order consists of more than one advertisement, the Customer may only cancel the Order by providing written notice 24 hours prior to the publication of the first advertisement. If 24 hours’ prior notice is not provided as specified, OCL will be under no obligation to accept the cancellation. Where a cancellation is accepted by OCL, a refund will be provided to the Customer, subject to regular transaction processing timeframes.

As a general policy, OCL reserves the right to reject or cancel Orders and will notify the Customer accordingly in the event that this right is exercised. The Customer’s statutory rights are not affected by these terms and conditions.

AGREEMENT

The terms and conditions of the Agreement, together with the relevant Order details, shall constitute the entire agreement made between OCL and the Customer in relation to the services provided by OCL to the Customer, to the exclusion of any other terms and conditions (including without limitation any terms and conditions stipulated by the Customer). Any variations to the Agreement shall have no effect unless expressly agreed in writing and signed by the OCL Trading Director. No legally binding agreement shall subsist between the Customer and OCL until OCL has indicated its acceptance of the Customer’s Order by: (a) providing written acknowledgement of the Order, or (b) fulfilling the Order.

The Customer warrants, represents and undertakes that: (a) the Customer contracts with OCL as a principal at law; (b) the Customer is authorised to enter into this Agreement and it has the necessary authority to grant the rights set out in this Agreement; and (c) where the Customer is acting on behalf of an advertiser, it is authorised to enter into this Agreement.

PROVISION OF SERVICES

OCL shall use commercially reasonable efforts to fulfil the Order agreed with the Customer.

ORDER DELIVERY

When submitting Customer advertisements and/or materials to be published, the Customer shall ensure: (a) this information or content is submitted to OCL via the method stipulated in the relevant Order or as otherwise agreed by the parties; (b) this information or content complies with any guidelines provided by OCL and with any specifications set out in the relevant Rate Card; and (c) OCL receives all necessary information and content within the period of time specified in the relevant Rate Card.

The Customer acknowledges that publication of an Order does not constitute OCL’s agreement that the Order has been provided in accordance with the Agreement, the relevant Rate Card and/or any guidelines provided by OCL. OCL shall not be liable for any errors in the Customer advertisements where the Customer Order details were not submitted in accordance with the provisions of the Agreement, the relevant Rate Card or guidelines provided by OCL. OCL shall not be liable for any loss of or damage to any Customer advertisements, information or content submitted by the Customer. The Customer acknowledges that it is responsible to check the correctness of each advertisement (including each insertion).

The Customer warrants, represents and undertakes that: (a) the publishing of an Order will comply with all guidelines provided by OCL; (b) all advertisement information and content will comply with all applicable laws, regulations, rules, codes of practice and guidelines, will not contain any material which is defamatory, offensive or obscene and/or will not infringe any personal or proprietary rights of, or breach any contract with, any person; (c) all information and content supplied in connection with the Agreement, relating to any Customer, third party, product or service is accurate, true and complete; and (d) any data, information or content provided to OCL under this Agreement by the Customer, its advertiser or any associated third party, will be free from viruses and other malicious software and will not introduce a virus into OCL’s systems.

PROVISION OF CREATIVE SERVICES

Where, as part of the Order, OCL produces advertisements or other content: (a) the Customer will provide OCL full and clear instructions as to its requirements;(b) the Customer will promptly supply to OCL (at no charge) any information and content reasonably required by OCL or otherwise necessary to fulfil the Order and shall ensure that it has all rights and licences in place to enable use by OCL of all Customer information and content.

OCL will seek the Customer’s prior approval of any draft advertisements and/or other media content and such approval will be OCL’s authority to proceed with the production and distribution of the relevant draft OCL advertisement(s) and/or media content.
In the event that the Customer does not approve of any matter requiring approval it shall notify OCL of its reasons for disapproval, the earlier of: (a) 24 hours prior to publication of the Order or (b) within 3 days of OCL’s request. If the Customer does not notify OCL of its disapproval within these timeframes, it shall be deemed approved.

Where a party is asked to give approval under or in connection with this Agreement, such approval shall not be unreasonably withheld or delayed.

The Customer hereby acknowledges that OCL will retain sole editorial control over: (a) any advertising or media content designed or created by OCL; and (b) any sponsored content provided by OCL.

BRANDED CONTENT AND SPONSORED CONTENT

The Customer acknowledges that any branded content may need to be labelled as advertising to ensure that it complies with Advertising Regulation and that if the branded content is not obviously identifiable as a marketing communication (as determined by OCL at its sole discretion), OCL may withhold or cancel the Order. The Customer acknowledges that OCL may label sponsored content as “sponsored by” (or such other label as OCL deems appropriate at its sole discretion) to ensure that it complies with Advertising Regulation.

APPROVALS, REJECTION, CHANGES AND CANCELLATION

OCL is entitled to refuse, cancel, amend, require to be amended or remove from its media any advertisement which it considers: (a) to be in breach of any warranties given by the Customer under the Agreement; and/or (b) is likely to be in breach of any legal or moral obligation placed on OCL, the Customer and their respective affiliates. OCL has no liability to the Customer or its affiliates for any action it takes in the exercise of its rights in this provision.

The Customer may only cancel their Order by providing written notice 24 hours prior to the publication of the advertisement. Where an Order consists of more than one advertisement, the Customer may only cancel the Order by providing written notice 24 hours prior to the publication of the first advertisement. If 24 hours’ prior notice is not provided as specified, OCL will be under no obligation to accept the cancellation. Where a cancellation is accepted by OCL, a refund will be provided to the Customer, subject to regular transaction processing timeframes.

OCL may treat an Order as cancelled if the Customer or advertiser is insolvent or bankrupt or where the Customer is in material breach of this Agreement. OCL is not required to accept any changes by the Customer to any Order after the Order has been agreed. Where the Parties agree to change an Order, the revised Order may be subject to revised Order Fees.

OWNERSHIP OF MATERIALS

The Customer acknowledges: (a) that ownership of all OCL content and materials (including all IP Rights in OCL content and materials) and sponsored content shall remain vested in OCL; and (b) where OCL is responsible for the creation, commissioning or reworking, in whole or in part, of an advertisement, all IP Rights in such advertisements shall, between the parties, be owned by and remain the property of and vested in OCL subject to the Customer’s rights in any Customer information or content forming part of such Advertisements.

The Customer hereby grants to OCL a perpetual worldwide, non-revocable, non-exclusive royalty free licence to: (a) reproduce, display, transmit and use the Customer advertisements, branded content and Customer information and content, in accordance with this Agreement; (b) reproduce the Customer advertisements, branded content and Customer information and content, in order to allow OCL to market and advertise itself and the services which it provides; and (c) include and make available the Customer advertisements, branded content and Customer information and content, in any information service.

LIABILITY

Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.

OCL’s maximum aggregate liability under or in connection with the Agreement (including but not limited to any indemnity contained in this Agreement) whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Order Fee.

In no event will OCL be liable under or in connection with this Agreement for loss of actual or anticipated income or profits; loss of goodwill or reputation; loss of anticipated savings; loss of information or data; loss caused by business interruptions; or any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Agreement or any collateral contract, whether by statute, common law or otherwise, are, to the fullest extent permitted by law, hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

OCL’s ability to perform its obligations under this Agreement may be dependent on the Customer fulfilling its obligations. To the extent that the Customer does not fulfil its obligations under this Agreement, then (without prejudice to OCL’s rights and remedies) OCL will be relieved of its obligations to the Customer to the extent that OCL is prevented from delivering the Order in accordance with this Agreement and OCL shall not be liable for any costs, charges or losses sustained by the Customer arising directly from any failure of the Customer to fulfil their obligations under this Agreement.

Nothing in these Terms shall affect the statutory rights of a Customer who is acting in their capacity as a consumer.

INDEMNITY

The Customer shall indemnify OCL against any and all losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including legal and other professional expenses) suffered or incurred by OCL or its Affiliates of whatsoever nature arising out of: (a) any breach of the warranties given by it in this Agreement; and (b) the Customer’s breach or negligent performance or non-performance of this Agreement.

CONFIDENTIALITY

Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or its affiliates, except for the reasons outlined below:

Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this condition; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

DATA PROTECTION

The Customer acknowledges and agrees that OCL and the Customer: (a) shall be individually and separately responsible for complying with the obligations that apply to them as independent Controllers under the Data Protection Legislation; and (b) will not Process Personal Data which it discloses or receives under the Agreement as Joint Controllers.

The Customer warrants, represents and undertakes that:(a) it has a valid notification or registration under the Data Protection Legislation;(b) it has a privacy policy in place that is sufficient in scope to satisfy its obligations arising from the Transparency Requirements in order to Process any Personal Data in connection with this Agreement; (c) where marketing permission wording is provided in the IO to accompany any Personal Data capture for e-marketing purposes by the Customer under this Agreement, it shall comply with Data Protection Legislation; (d) where the Customer receives a request from a Data Subject in respect of Personal Data controlled by OCL, where relevant, the Customer will direct the Data Subject to OCL, as applicable, in order to enable OCL to respond directly to the Data Subject’s request; and (e) it shall comply with its obligations and duties under the Data Protection Legislation and do nothing which causes, or may cause, OCL to be in breach of its obligations under the Data Protection Legislation. The Customer will as soon as possible advise OCL of any suspected or actual breaches by the Customer in respect of this Data Protection provision.

TERMINATION

Either OCL or the Customer may terminate an Order or the Agreement at any time if the other party is in material breach of its obligations under the Agreement, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party.

OCL may terminate immediately upon written notice to the Customer: (a) an Order on notice to the Customer if the Customer violates any provision of guidelines provided by OCL three times and receives notice of each such violation, even if the Customer cures such breaches; or (b) an Order or the Agreement on notice to Customer if the Customer suspends, or threatens to suspend payment of its debts or is unable to pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.