Subscription for Additional Services – Banner Advertising
Before you click on the "accept" button at the end of these terms please carefully read them and ensure that you are familiar with their contents. Clicking the "accept" button indicates your acceptance of these terms in addition to those set out in the Agent Agreement and that you are consenting to be bound by them as part of a binding legal agreement that is supplementary to the Agent Terms. If you do not accept or understand these terms you must not proceed. These terms, and any policies referred to in them, comprise the contract (the "Agreement") between: (1) NETHOUSEPRICES LIMITED ("NHP") whose registered office is 107 Reaver House, 12 East Street, Epsom, Surrey, KT17 1HX: and (2) you ("the Advertiser").
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Interpretation
In this Agreement the following Terms shall have the following meaning:
- Advertisements: means the text and graphics to be displayed on the Website by NHP pursuant to the terms of this Agreement;
- Agent Agreement: means the terms set out in NHP’s standard terms of use for agency users;
- Agreement: means this agreement;
- Default Term: means a period of 12 months;
- Fees: means the sum of the Initial Fee and all subsequent Renewal Fees;
- Initial Fee: means the fee payable by the Advertiser in respect of the display of the Advertisements for the Default Term;
- Renewal Fee: means a fee payable by the Advertiser in respect of the display of the Advertisements for a Renewal Term;
- Renewal Term: means a period of 12 months;
- Targeted Users: means users who search the site for properties located in the postcode specified by the Advertisers;
- Term: means the sum of the Default Term and all subsequent Renewal Terms;
- Website: means www.Nethouseprices.com
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The Services
- In consideration of the Fees NHP shall display an Advertisement submitted by the Advertiser on the Website to Targeted Users for the Term.
- The postcode used to determine the Targeted Users to which the Advertisement will be displayed shall be specified by the Advertiser at the time that it accepts the term of this Agreement and pays the Initial Fee.
- In order to provide NHP with an Advertisement to display to Targeted Users the Advertiser shall either:
- submit the Advertisement that it wishes to have displayed on the Website to NHP; or
- use the functionality provided on the Website to design an Advertisement that it wishes to have displayed on the Website and submit that design to NHP for display using the integrated tools provided as part of the design package.
- The Advertiser recognises that it shall not have any exclusivity in respect of Targeted Users and that other advertisers may also pay NHP to display Advertisements to the same group of Targeted Users. Where this is the case NHP shall divide the total number of advertisement impressions between Advertisers on a pro- rata basis.
- The Advertiser shall have no right to access or to be provided with any data relating to individuals who may view or click on the Advertisements which it displays on the Website. NHP shall provide aggregated statistics relating to impressions and click-throughs to the Advertiser on request, but the Advertiser recognises and accepts that these shall be anonymised, high-level reports and that individuals shall not be identified therein.
- NHP shall be entitled to suspend the provision of the services set out in this Agreement at any time and without giving notice or incurring liability if:
- the Advertiser fails to pay any aspect of the Fees at the time that it becomes due or is otherwise in breach of its obligations hereunder;
- it considers that any part or aspect of the Advertisement provided for display by the Advertiser is unlawful, offensive, incompatible with its systems, or otherwise likely to bring NHP’s business into disrepute;
- it is required to suspend the services by law;
- this Agreement is terminated for any reason.
- Advertisements are displayed without any warranty that they will achieve any particular number of impressions, click-throughs or similar metric during the course of the Term. NHP warrants only that Advertisements shall be displayed on a pro-rata basis (as described in clause 2(d) and makes no warranty that all or any Targetted Users will be served, or will see, any particular Advert.
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Payment
- The relevant Initial Fee for the Advertisement requested by the Advertiser shall be displayed to the Advertiser before the Advertiser is given the option to make and confirm its order. The Renewal Fee shall be displayed to the Advertiser before the Advertiser is given the option to continue displaying Advertisements on the Website beyond the Default Term.
- Payment of the Initial Fee shall be made at the point that the Advertiser confirms its order to display Advertisements for the Default Term.
- Payment of the Renewal Fee will be taken prior to the commencement of any Renewal Period.
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Term and Termination
- This Agreement shall come into force for the Default Term and shall thereafter be automatically renewed for a Renewal Term at the conclusion of the Default Term and again at the conclusion of each subsequent Renewal Term; until either party gives the other notice that it wishes this Agreement to terminate this at the conclusion of the then current Default or Renewal term no less than thirty (30) days prior to the conclusion of that period.
- Either Party may at any time, by notice in writing, terminate this Agreement forthwith, in accordance with this clause, if: (a) the other Party is the subject of a bankruptcy or becomes insolvent; or such Party goes into liquidation, or if a receiver or administrator is appointed; or such Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as they fall due; or (b) the other Party is in breach of the General Terms and, if such breach is not capable of remedy or, if such breach is capable of remedy the Party committing the breach shall have failed to remedy the breach within thirty (30) days of written notice to the Party committing the breach, specifying the breach and requiring its remedy.
- If the Agent Agreement is terminated NHP reserves the right to immediately terminate this Agreement without notice by suspending the provision of services pursuant to its terms.
- Termination of this Agreement in accordance with its terms shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either NHP or the Advertiser.
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Liability
- The parties agree that the limitations on their respective liabilities shall be as set out in the Agent Agreement, in its clause 6 and more generally.
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Indemnity
- The Advertiser undertakes to indemnify and hold harmless NHP against all claims, demands, actions, losses and damages, costs, charges, fines and expenses (including - but not limited to - reasonable costs and disbursements incurred in relation to any associated legal proceedings) arising from or incurred due to:
- any infringement or alleged infringement of any copyright, trademark or any other third party intellectual property rights caused by NHP's display of Advertisements submitted for display to the general public by the Advertiser;
- the Advertiser providing any Advertisement which is obscene, blasphemous, or defamatory or otherwise in breach of any applicable law or regulation or causes third parties to have rights against NHP; or
- any breach of the Advertiser's obligations under this agreement, save in each case as a result of the negligence or breach of contract by NHP.
- The Advertiser undertakes to indemnify and hold harmless NHP against all claims, demands, actions, losses and damages, costs, charges, fines and expenses (including - but not limited to - reasonable costs and disbursements incurred in relation to any associated legal proceedings) arising from or incurred due to:
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General
- It is acknowledged and agreed that this Agreement (including the documents and instruments referred to herein) (the "Documents") shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto
- The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);
- It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
- Calls may be recorded to establish facts, for training and quality assurance purposes.
- This Agreement may not be assigned, novated, sub-licensed or otherwise transferred by the Advertiser in whole or in part or otherwise made available for the benefit of a third party, without the prior written consent of NHP. NHP may assign, novate, sub-licence or otherwise transfer this Agreement in whole or in part to any third party.
- Save for any affiliate of NHP providing the Services hereunder, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. NHP and the Advertiser may agree to rescind or vary this Agreement without the consent of any of NHP's affiliates. NHP's affiliates shall be entitled to receive the same protection as NHP.
- At the time of execution of this Agreement, the Advertiser warrants that this Agreement has been duly authorised, executed and delivered by the Advertiser.
- This Agreement is governed by the laws of England, and subject to the exclusive jurisdiction of the Courts of England.
