Please note your agreement is with Clarke & King, an independent business whhich does not act as an authorised reseller for any publisher.
1.1. These conditions shall apply to orders and agreements with Clarke & King either for online advertising, Website Design, Search Engine Optimization or for any other service agreed. Any other proposed condition shall be void unless incorporated clearly in writing, on a Sales Order and specifically accepted by Clarke & King For your protection, calls to and from the Clarke & King may be recorded. The contract which incorporates these conditions shall be constructed under, and governed by, the law of The United Sates, and the parties hereby irrevocably agree that the courts of The United States shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of, or in relation to, this contract or breach thereof. In the case of any dispute, clients are requested to follow the complaints procedure as detailed herein.
1.2. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Clarke & King for inclusion on their website or in advertising are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Clarke & King, and its subcontractors, from any liability, or suit, arising from the use of such elements.
1.3. Advertisers’ property is held at Owner’s risk and should be insured by them against loss or damage from whatever cause. Clarke & King reserves the right to destroy all property which has been in his custody for over 12 months.
1.4. In the event the client continues to make further payments to Clarke & King post cancellation of any agreement, the client agrees that Clarke & King is not obliged to issue refunds. It is the Clients responsibility to stop further payments.
1.5. Clarke & King reserves the right to charge overdue accounts at the rate of 5% per month for each calendar month outstanding.
1.6. Refund Policy:
In exceptional circumstances a refund maybe granted at the discretion of Clarke & King’s management.
1.7. Continuation of Agreement:
Should Clarke & King be declared insolvent, or convenes a meeting of, or makes or proposes to make, any arrangement or composition with its creditors, or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets, then this Agreement shall remain in force.
1.8. Intellectual Property Right:
All Intellectual Property Rights produced from, or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Clarke & King, and the Client shall do all that is reasonably necessary to ensure that such rights vest in Clarke & King by the execution of appropriate instruments or the making of agreements with third parties.
1.9. Force Majeure:
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including, but not limited to, acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
1.10. Data Protection:
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection US data protection laws. This includes codes of practice and the confidentiality of personal information.
1.11. Independent Contractors:
Clarke & King and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party, or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Clarke & King may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Clarke & King of its obligations under this Agreement.
1.12a. The Client shall not be entitled to assign its rights, or obligations, or delegate its duties under this Agreement without the prior written consent (which shall not be unreasonably withheld or delayed) of Clarke & King
1.12b. Clarke & King may at its discretion assign its rights in the Agreement to a willing third party (which shall include, but not be limited to a Group Company, Administrative Receiver or Liquidator) should it so desire. Notice of the Assignment will be provided to the Client.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period, any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
1.16. Entire Agreement:
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
1.17. No Third Parties:
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
1.18. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the law of United States of America and the parties hereby submit to the exclusive jurisdiction of the courts of United States of America.
1.19. Suspension and Cancelation of Services:
1.19a. Clarke & King hold the rights to cancel and suspend any services/agreements if the client is not responding to any notices or providing the relevant information set out in the service specification and terms listed here. There has to be a level of commitment from the client’s behalf in order for Clarke & King to provide a full service. If the client fails to provide the relevant information for their package(s) after 3 months from the agreement date, Clarke & King hold the right to suspend or cancel any services the client has with Clarke & King If the client wishes to un-suspend their account they will be liable to pay additional fees
1.19b. Clarke & King may choose to cancel any service at the end of the subscription term of the relevant service. Clarke & King is not required to provide a reason for such an action.
1.19c. Clients understand and agree that all services are supplied on a subscription basis only. Cancellation of the subscription by either party will result in loss of all services including any data stored by Clarke & King Clients will not be able to retain any aspect of the service elements provided in part or in whole once cancelled by either party.
1.20a. The client shall indemnify Clarke & King against all claims, costs and expenses which Clarke & King may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Clarke & King alleging that any services provided by Clarke & King in accordance with the Service Specification infringes a patent, copyright, or trade secret’ or other similar right of a third party.
1.21a. Clarke & King warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
1.22. Limitation of Liability:
1.22a. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Clarke & King to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
1.22b. In no event shall Clarke & King be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Clarke & King had been made aware of the possibility of the Client incurring such a loss.
1.22c. Nothing in these Terms and Conditions shall exclude or limit Clarke & King’s liability for death or personal injury resulting from Clarke & King’s negligence or that of its employees, agents or sub-contractors.
1. These conditions shall apply to orders and agreements with Clarke & King for online advertising services. Any other proposed condition shall be void unless incorporated clearly in writing, on a Sales Order and specifically accepted by Clarke & King
2. In exceptional circumstances a refund maybe granted at the discretion of Clarke & King’s management.
3. In cases of Force Majeure, Clarke & King shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and the Clarke & King shall be entitled to a reasonable extension of its obligations after notifying the Client of the nature and extent of such events.
4. Clarke & King shall be under no liability whatsoever by reason of error, including any translation error, for which it may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for as much of the space occupied by the advertisement as is materially affected by the error.
5. All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection US data protection laws. This includes codes of practice and the confidentiality of personal information. Calls to and from the Clarke & King may be recorded.
6. Clarke & King holds the rights to edit, cancel or suspend any services/agreements.
7. All advertising is subject to availability.
8. Advertisement rates are subject to revision at any time. In the event of a rate increase, the Advertiser will have the option to cancel the order without surcharge or continue the order at the revised advertisement rates.
9. A penalty charge of 30% of the total order value will be levied on all cancelled orders.
10. In the event of any disagreement regarding the number of impressions or visitors served, the Advertiser agrees that the figures provided by third part ad platforms are final and binding.
11. All online advertising is booked ‘run-of-site’ or “run-of-network” unless otherwise stated. This means advertising will appear anywhere on a particular website. When possible Clarke & King will provide a screenshot of the booked advertisement but this is not a condition of payment.
12.Estimated advertising performance is based on historical data and is not intended as a guarantee for future advertising returns.
13. If a problem is identified with the campaign’s performance the client must make this known at the earliest possible opportunity. Claims for errors must be made within 30 days following order date.
14. Your agreement is with Clarke & King, an independent business which does not act as an authorised reseller for any publisher.
15. The advertiser and advertising agency assume liability for all content (including text representation and illustrations) of advertisements published and also assume responsibility for any claims arising there from made against Clarke & King, including costs associated with defending against such a claim.
16. Clarke & King shall be under no liability for its failure for any cause to insert an advertisement.
17. Cancellations, changes of insertion dates and/or corrections must conform to deadlines.
18. Insertion orders are accepted by Clarke & King subject to the foregoing terms and conditions. Terms, conditions, rates or agreements not set forth herein or in then-current rate schedules are not binding on Clarke & King
*These terms and conditions apply to Clarke & King advertising services and its related subsidiaries.
For more information, please consult your Account Manager.