Please read the following Advertising Terms and Conditions ("Advertising T&C") carefully as the provisions contained herein govern the subscription to, and the placing of advertisements on, the advertising platform of the Website.
1. ACCEPTANCE OF TERMS
1.1 The Website is owned and operated by Mustard Monkey Limited and/or its associates, related parties, successors and assigns (collectively referred to as "Provider", "us", "we" or "our"), a company incorporated in England on the 9th January 2009 and whose registered address is 7 - 8 Crescent Stables, 139 Upper Richmond Road, Putney, London, SW15 2TN and whose company number is 06787478.
1.2 These Advertising Terms and Conditions ("Advertising T&C") are supplementary provisions to the general Terms and Conditions ("T&C"), and are incorporated into the general T&C by this reference. Unless otherwise defined herein, all capitalised terms are defined in the general T&C.
1.3 Your attention is drawn in particular to the following sections of the general T&C:
(a) Eligibility (section 3);
(b) Website Content and Proprietary Material (section 5);
(c) Exclusion of Liability (section 7);
(d) Indemnity (section 8);
(e) Registered User - Account, Password and Security (section 9);
(f) Registered User - Content or Data Input (section 10);
(g) Trademarks (section 12);
(h) General Practice regarding Use and Storage (section 13);
(i) Modifications to the Website and the T&C (section 14);
(j) Suspension and Termination (section 15); and
(k) Privacy Policy.
1.4 By submitting your application to become an Advertiser, you agree to be bound by this Advertisement T&C and the general T&C of the Website.
2. ADVERTISING ON THE WEBSITE
2.1 The Advertising Platform has been designed to provide maximum exposure to Advertisers. The Advertising Platform runs as a subscription business and accordingly, Advertisers who wish to use the Advertising Platform must subscribe to the Advertising Platform ("Subscription") by paying a subscription fee ("Subscription Fee"), covering the following:
(a) monthly access to the Listing Indexes for listing Products and services offered by you, including:
(i) Brand index, categorising Product into alphabetical listing of brands and types of Products;
(ii) Retail Index, categorising Retailers into alphabetical listing and types of Products offered;
(iii) Services Index, comprising an alphabetical list of all Service Providers and categories of types of services offered by the Service Providers; and
(b) monthly access to the My Account facility, including:
(i) update profile description;
(ii) upload Product function;
(iii) update index listing;
(iv) purchase, create and place banner advertisements ("Banner Advertisements"), the costs of which are not included in the Subscription Fee;
(v) submit articles and blog posts;
(vi) make online payments; and
(vii) create and promote Advertiser competitions.
2.2 The current Subscription Fee is £79 per month. Minimum subscription period ("Subscription Period") is 3 months, and promotions or discounts may be offered by the Provider in respect of longer Subscription Periods or otherwise at the discretion of the Provider.
2.3 The Advertising Platform also offers Advertisers the opportunity to place Banner Advertisements in the following locations of the Website, including:
(a) Hot Spots banners;
(b) Buy the Look package banners;
(c) Leader Board banners; and
(d) Search Result banners.
2.4 The current rates for Banner Advertisements ("Banner Advertisement Fee") may be obtained from the Banner Advertisement section of the My Account facility, which may be accessed by all Advertisers upon payment of the Subscription Fee. For Banner Advertisements in respect of all locations, Advertisers may have the option to choose advertising periods ("Advertising Period") of 1, 3 or 6 months.
2.5 Promotions or discounts may be offered by the Provider in respect of Banner Advertisements at the discretion of the Provider.
3. APPLICATION TO BECOME AN ADVERTISER
3.1 Any User of the Website who is a Retailer or Service Provider may apply to become an Advertiser in accordance with the provisions of this Advertisement T&C and the general T&C by submitting the appropriate registration form located here ("Registration Form").
3.2 In addition to the general eligibility criteria set out in section 3 of the general T&C, in order to become an Advertiser, you must be registered as a business in the United Kingdom. At the request of the Provider, you must provide a copy of your business's current registration certificate as proof of registration for the purposes of the aforesaid.
3.3 Your application to become an Advertiser shall be confirmed only upon the acceptance of such application by the Provider AND upon payment of the Subscription Fee in accordance with section 7 of this Advertising T&C.
3.4 The Provider reserves the sole and absolute right to reject any application herein without notice, and the Provider shall not be obliged to provide any reasons whatsoever for such rejection.
4. PURCHASING BANNER ADVERTISEMENTS
4.1 Banner Advertisements may be purchased by Advertisers through the Online Payment facility of the Website by submitting the applicable order form located at the Banner Advertisement section of the My Account facility.
4.2 All insertion orders for Banner Advertisements placed by you ("Insertion Order") represent an offer to purchase a Banner Advertisement only. The Provider is not bound by any Insertion Orders, and you acknowledge and agree that the purchase of a Banner Advertisement pursuant to an Insertion Order is subject to availability. The Provider reserves the right to accept or reject or cancel an Insertion Order in whole or in part, vary such Insertion Order and/or suspend or discontinue the provision of a Banner Advertisement in respect of any Insertion Order.
4.3 For the purposes of this Advertising T&C, an "Insertion Order Confirmation" shall be deemed to have occurred when payment of the Banner Advertisement Fee in respect of the Insertion Order, or modified/varied Insertion Order, as the case may be, has been made by you in accordance with section 7 of this Advertising T&C.
5. FEE VARIATIONS
5.1 The Provider reserves sole and absolute right to vary the Subscription Fee and/or the Banner Advertisement Fee and/or any promotions or discounts thereof, including provision of gratis Subscriptions or Banner Advertisements, at any time, and the Provider shall not be obliged to provide any reasons whatsoever for such variation. Notification of all variations shall be given to you by way of email to the email address specified in your Registration Form by the Provider as soon as may be practicable subsequent to the said variation.
5.2 Any variations in the Subscription Fee and the Banner Advertising Fee shall apply to the next Subscription Period or Advertising Period following the date of notification.
6. RENEWALS AND CANCELLATION
6.1 Subscriptions:
- (a) Automatic renewals of the Subscription shall apply to all Subscriptions and the Subscription Fee shall be charged to you or deducted from your account through the Online Payment facility on the first day of each subsequent Subscription Period. Unless otherwise notified by you, each subsequent Subscription Period shall be for the same duration as your previous Subscription Period(s).
- (b) You may cancel your Subscription at any time by giving the Provider one (1) month's prior written notice of cancellation to info@mustardmonkey.co.uk. All cancellations will take effect at the end of the current Subscription Period. The Subscription Fee paid or payable by you in respect of the current Subscription Period will not be refunded by the Provider.
6.2 Banner Advertisements:
(a) Any Banner Advertisements placed by you shall be placed only for the duration of the Advertising Period. There is no automatic renewal of Banner Advertisements upon expiry of the applicable Advertising Period and it is your responsibility to renew Insertion Orders in respect of the same, and the Provider will not be liable for any loss or damages suffered, or cost or expenses incurred, by you arising as a result of any non-renewals of Insertion Orders.
(b) All renewals of Banner Advertisements shall be placed only upon Insertion Order Confirmation as specified under section 4.3 of this Advertising T&C. In accordance with section 4.2, prior to any such Insertion Order Confirmation, the Provider may accept or reject or cancel the Insertion Order in whole or in part, vary such Insertion Order and/or suspend or discontinue the renewal of the Banner Advertisement in respect of such Insertion Order.
7. PAYMENTS
7.1 Payments of the Subscription Fee and Banner Advertisement Fee and any renewals thereof may only be made through the Online Payment facility of the Website.
7.2 Without prejudice to any other rights or remedies available to the Provider under this Advertising T&C, the general T&C, in law or equity or otherwise, you understand, acknowledge and agree that your Subscription herein and the access to the My Account facility, and the placing of your Banner Advertisement on the Website, may be:
(a) suspended and/or removed forthwith without prior notice in the event of non-payment of the Subscription Fee or the Banner Advertisement Fee or any renewals thereof, as the case may be; and
(b) you may be charged interest on all overdue amounts at the rate of 2% above the base lending rate of the Bank of England, calculated daily on late payment of any such overdue amounts from due date until date of full payment of the same.
7.3 Any Subscription Fee or Banner Advertisement Fee paid in respect of the current Subscription Period or Advertising Period respectively will not be refunded by the Provider upon suspension or termination for cause under this Advertising T&C or under the Suspension and Termination section of the general T&C.
7.4 Payments made through the Online Payment facility are through a secure website. Notwithstanding the aforesaid, internet transmissions are never entirely secure or private and any messages or information provided in connection with your online payment (including any credit card information) may be read or intercepted by others. You are responsible for making your own assessment of the suitability of the online payment process for achieving your purposes. The Provider disclaims any and all liability for, or arising in connection with, any interception, 'hacking' or other unauthorised access of such information through the Website by any unauthorised third parties.
7.5 You are responsible for ensuring that the transaction, credit card information and all other details you provide in relation to your payments made through the Online Payment facility are correct. The Provider disclaims any and all liability for, or arising in connection with, any incorrect transactions, errors or otherwise caused by factors outside of our control.
7.6 Subject to the other provisions of this section herein, if for any reason the Provider is held to be liable to you in relation to the Online Payment facility, the extent of the Provider's total liability shall be limited to an amount equivalent to only the applicable transaction made by you through the Online Payment facility.
8. UPLOADING AND USE OF MATERIALS FOR BANNER ADVERTISEMENTS - REQUIREMENTS
8.1 All photographs, images, graphics, audios, videos, text and any other materials ("Materials") required for the Banner Advertisements must be uploaded by you in accordance with the instructions and guidelines ("Instructions") specified in the Banner Advertisement section of the My Account facility.
8.2 Non-conforming Materials cannot be uploaded and the Provider reserves the sole and exclusive right to remove any Banner Advertisements that fails to conform to the specified Instructions. The Advertiser acknowledges and agrees that the Advertiser bears the sole responsibility for any errors or omissions arising as a result of the uploading and use of such non-conforming Materials, including but not limited to errors in, or poor quality of, the display of the Banner Advertisements, and shall be liable to the Provider for loss or damage caused to the Website, the Services or the Website's computer servers by the uploading and use of such non-conforming Materials.
8.3 Subject to section 8.4 below, the Provider may, in its sole and exclusive discretion, assist in the preparation of the Materials in accordance with the specified Instructions for the Advertiser, and may accordingly impose additional charges on the Advertiser for any administrative or processing costs relating to any production work required for the same ("Production Work").
8.4 Notwithstanding section 8.3, whilst all reasonable care will be taken by the Provider in the performance of the Production Work, to the fullest extent permitted by law, the Provider excludes all liability for any errors or omissions arising in connection with, or as a result of, any acts or defaults of the Provider, its employees, sub-contractors, agents or third parties in relation to the Production Work.
9. UPLOADING AND USE OF MATERIALS FOR BANNER ADVERTISEMENTS - WARRANTIES
9.1 The Advertiser acknowledges and agrees to upload and use the Materials for the purposes of its Banner Advertisements only in accordance with section 10 of the general T&C.
9.2 The Provider does not engage in or promote advertising of illegal activities. The Advertiser agrees and warrants that the Advertiser will not place any Banner Advertisements on the Website for the purpose of advertising, promoting or soliciting of any illegal activities of any type or nature.
9.3 Without limiting the generality of sections 9.1 and 9.2 above, the Advertiser acknowledges, agrees and warrants that:
(a) any review or approval of a Banner Advertisement by the Provider shall not be deemed to constitute acceptance that the Banner Advertisement has been submitted by the Advertiser in accordance with the terms of this Advertising T&C or the general T&C, nor shall it constitute a waiver of the rights of the Provider under the aforesaid documents, or in law or equity or otherwise;
(b) the Advertiser has the right to publish the contents of the Banner Advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights and interests and confidential information of such third party;
(c) the Advertiser has complied with the codes of practice issued by the Advertising Standards Authority in respect of electronic and on-line advertising and all other relevant industry codes of practice;
(d) the Advertiser will be fully responsible for the terms, including, without limitation, product description, price, availability of Products and services offered and compliance with all applicable laws and regulations, of any contract for the sale of goods or services to Shoppers who purchase goods and services of the Advertiser through or in connection with the Website;
(e) the Advertiser bears the sole responsibility to immediately rectify any Materials uploaded or used in error, including errors made as to price, description or availability of Products and services offered by the Advertiser; and
(f) the Provider reserves the right to remove any Banner Advertisements from the Website, or reject any URL link embodied within any such Banner Advertisements if, in the sole and exclusive opinion of the Provider, the Banner Advertisements breach the requirements and obligations set out in this Advertising T&C and the general T&C.
10. ADVERTISER STATUS
10.1 In seeking to become an Advertiser on the Website, the Advertiser acknowledges and agrees that:
(a) the Advertiser is acting as an independent service provider;
(b) there is no relationship with the Provider in common law, contract or otherwise other than that as a paid advertiser; and
(c) nothing in this Advertising T&C or in the general T&C shall create or imply an agency relationship between the Provider and the Advertiser, nor will this Advertising T&C or the general T&C be deemed to constitute a joint venture or partnership between the Provider and the Advertiser.
11. EXCLUSION OF LIABILITY AND INDEMNITY
11.1 Without limiting the generality of sections 7 and 8 of the general T&C:
(a) to extent permitted by law, the Provider excludes all liability for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if the Provider has been advised of the possibility of such damages) arising from or in connection with any Banner Advertisements made by the Advertiser on the Website. The Provider's total liability under this Advertising T&C, regardless of cause of action, shall be limited to refunding the Banner Advertisement Fee paid by the Advertiser to the Provider in respect of the applicable Advertising Period only;
(b) the Advertiser agrees to indemnify the Provider forthwith on demand and hold the Provider harmless against any and all liabilities, expenses, damages and losses of any kind (including reasonable legal fees and costs) which may be incurred by the Provider in connection with, or arising as a result of, any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from any Banner Advertisement and/or any Material of the Advertiser displayed, or submitted through or in connection with, the Website; and
(c) the Advertiser will defend or settle at its own expense any action or other proceedings brought against the Provider that relates to any Banner Advertisement and/or Material of the Advertiser displayed, or submitted through or in connection with, the Website.
12. NON-ASSIGNMENT
12.1 The Advertiser agrees and acknowledges that it is not entitled in any way to assign its rights and obligations under this Advertising T&C to any other persons and that, subject to the exception contained in section 12.2 herein, there shall be no third party beneficiaries to this Advertising T&C.
12.2 This Advertising T&C will inure to the benefit of, and be binding upon the Provider's successors and assigns.
13. GOVERNING LAW
13.1 This Advertising T&C and any obligations arising out of or in relation to this Advertising T&C shall be governed by and construed in accordance with the laws of England and Wales.
14. JURISDICTION
14.1 You understand, agree and acknowledge that the courts of England and Wales are to have non-exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims and disputes relating to any non-contractual obligations) which may arise out of or in connection with this Advertising T&C and for such purposes irrevocably submit to the jurisdiction of the aforesaid courts.
15. ENTIRE AGREEMENT
15.1 This Advertising T&C and all documents referred to herein constitute the entire agreement between you and the Provider and supersede any prior agreements between you and the Provider.
16. WAIVER AND SEVERABILITY OF TERMS
16.1 The failure of the Provider to exercise or enforce any right or provision of this Advertising T&C shall not constitute a waiver of such right or provision.
16.2 If any provision of this Advertising T&C is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Advertising T&C remain in full force and effect.