Terms and conditions
The parties agree to the following terms:
1. The Client hereby agrees that from the date hereof for a period of thirty six (36) months, neither the Client nor its officers, employees, contractors, agents or advisors will use or disclose in any way or at any time any Confidential Information (as defined below) save to its directors, employees or professional advisors who shall be bound by reciprocal obligations at all times. “Confidential Information” shall mean all information, details and data of any kind in connection with the prices or financial information, without limitation, of this Advertising Agreement.
2. The Client hereby agrees to adhere to all artwork copy deadlines in the relevant media format detailed in this Advertising Agreement (or as otherwise notified in writing (including email) to Client by ISG).
3. The Amount payable to ISG (“Fee(s)”) shall be payable by the Client to ISG by way of electronic bank transfer strictly in accordance with the payment terms detailed in this Advertising Agreement, NET of all bank charges, withholdings, taxes and deductions. All fees detailed in this Advertising Agreement are exclusive of all added taxes and/or bank charges. In the event that Client is required by law to make any deduction or withholding from any sum payable to the ISG, Client shall be obliged to pay such increased sum as will, after the deduction or withholding has been made, leave ISG with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding. The Parties agree that signature of this Advertising Agreement by both Parties creates a binding agreement between themselves.
4. The Client undertakes that it shall procure that all the digital advertising provided under this Advertising Agreement shall comply with all laws and regulations applicable in the country or countries in which such digital advertising shall be available for viewing and the Client shall indemnify ISG from and against any costs, claims, losses, liabilities, damages and expenses suffered or incurred by ISG in connection with the ttransmission by any broadcaster of any such digital aadvertising. Without prejudice to the foregoing, the Client agrees that ISG shall be entitled to refuse to insert any digital advertising provided by Client if it reasonably believes that such insertion may be in breach of any relevant law or regulation. ISG shall notify the Client as soon as reasonably practicable after it shall become aware that any digital advertising may be in breach of any relevant law or regulation and shall, if time constraints permit, allow the Client to provide alternative advertising.
5. Subject to paragraph 4 above, in the event that the advertising provided by Client is not broadcast on television in the relevant territory for any reason other than as set out above, such advertising shall be transferred to the next available booked match. If such transfer to the next available booked match is not possible, the non-transmitted part of booked advertising shall be transferred to the next available soccer match of equivalent media value for which digital advertising is being utilised. The parties acknowledge and agree that this paragraph 5 represents the sole remedy of the Client in relation to the non-display, for any reason, of any digital advertising provided by Client under this Advertising Agreement.
6. Either Party may (without prejudice to any other rights that have accrued to it up to and including such date) terminate this Advertising Agreement forthwith by notice in writing to the other if:
(a) the other Party is in material breach of this Agreement and such breach (if capable of remedy) has not been remedied within fourteen (14) days of receipt of a written request from the other Party to do so; or
(b) an administrator, receiver or administrative receiver is appointed in respect of the other Party or the other Party is unable to pay its debts as they fall due; or
(c) the other Party shall be prevented from carrying out its obligations under this Agreement for any reason set out in paragraph 7 for a period of 120 days or more during an established football season provided that both Parties acknowledge and agree that neither Party shall be entitled to any right to a refund or other compensation in such circumstances.
7. ISG shall not be liable for any failure or delay in total or partial performance of its obligations hereunder if such failure or delay is attributable to any circumstance or event beyond its control, which includes, but is not limited to, any act of God, strike, lockout or other industrial disturbance, sabotage, war, terrorism, power failure, flood, fire, epidemic, governmental or regulatory changes that prohibit the use of the advertising medium or the advertising of the sector/product in which the advertiser is active or any cause of similar nature beyond the control of ISG.
8. The Client agrees to pay on time and promptly in accordance with the terms of this Advertising Agreement and subsequent invoice(s) relating to this agreement. Failure to pay on time will, notwithstanding paragraph
6(a), allow ISG the right to immediately terminate this Advertising Agreement upon written notice to the Client.
9. The Territory shall include such of the countries/broadcasters as are included on the official La Liga feed for the Territory from time to time during the Term, it being acknowledged by the Client that this is outside of the control of ISG. ISG shall deliver a post-match report outlining the amount of match minutes/seconds that the Client received in the Territory. Like most leagues worldwide the amount of minutes/seconds to be received by advertisers and therefore the package per Match is an estimate and varies based on game play and Client expressly acknowledges and agrees that ISG is unable to guarantee the exact number of match minutes/seconds.
10. The Client warrants to ISG that it has and will continue to have the full right, title and authority to enter into, and to perform the obligations set out in, this Advertising Agreement (including the right to permit ISG and the football clubs to display the advertising material provided by the Client on the LED/DBRLive System at Matches in accordance with the terms of this Advertising Agreement); and it is under no contractual or other legal obligations or restrictions which shall in any way interfere with the full, prompt and complete performance of its obligations hereunder.
11. ISG’s maximum aggregate liability to the Client in contract, tort or otherwise (including any liability for any negligent act or omission) for damages howsoever arising out of or in connection with the performance of its obligations under this Advertising Agreement or breach thereof shall not in aggregate exceed a sum equivalent to five thousand Euros (€5,000)
12. The Client shall not be entitled to assign, transfer, sub-licence or otherwise deal with any of its rights under this Advertising Agreement unless expressly agreed to an advertiser where Client is a billing agency.
13. No person other than a party to this Agreement shall have any rights to rely upon or enforce any term of this Advertising Agreement.The signatories representing the parties to this Advertising Agreement warrant that they are authorised by law that they have full commercial and legal capacity to execute and deliver upon this Advertising Agreement on behalf of each relative party.
14. This Advertising Agreement constitutes the entire understanding between the parties, supersedes all prior negotiations, understandings and agreements between the parties relating to the subject matter hereof and cannot be changed or amended except in writing signed by both parties.
15. This Advertising Agreement and all disputes and claims arising out of or in connection with them will be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim or matter arising under or in connection with this Advertising Agreement.