MessageSpace Terms & Conditions for Advertisers
“MessageSpace” is the business trading name for the legal contracting party M Payments Limited (company number 07997227), registered in and subject to the laws of England. All contracts are made under English law.
All advertisements are subject to MessageSpace’s standard terms and conditions. Advertisers are reminded of their legal obligations under the Equality Act 2010. Further information is available on the Equality and Human Rights Commission website.
General
All Advertisements accepted for publication by MessageSpace are accepted subject to these terms and conditions. Any other conditions proposed by the Buyer shall be void unless accepted by MessageSpace in writing.
In these conditions:
- “Advertiser” means the person whose goods or services are advertised
- “Buyer” means the person placing the order for the insertion of the Advertisement
- “Medium” means the online publication taking the booking
- “MessageSpace Site” means the affiliated MessageSpace partner website(s) onto which an Advertisement is sold
- “Insertion Order” the emailed order details sent before the order was executed
All Advertisements are accepted subject to space being available in the Medium.
MessageSpace reserves the right to cancel any order without liability in the event of becoming aware of any meetings of creditors, bankruptcy, liquidation proceedings, the appointment of a receiver or administrative receiver over the whole or substantial part of the Buyer’s assets, or any indication whatsoever of financial difficulties.
These conditions and all other express terms of the contract between MessageSpace and the Buyer shall be governed and construed in accordance with the Laws of England and the parties hereby submit to the
non-exclusive jurisdiction of the English Courts.
The Buyer agrees at all times in its conduct of business with or on behalf of MessageSpace strictly to comply with all applicable laws, ordinances, codes, regulations, standards and judicial and administrative orders (jointly “Applicable Laws”) relevant to its duties, obligations and performance including, without limitation, Applicable Laws related to bribery such as the United States Foreign Corrupt Practice Act and the UK Bribery Act and those enforced in the country where the Buyer is resident or conducts its business.
Buyer and its officers, directors, employees and agents shall engage only in legitimate business and ethical practices in commercial operations and in relation to its dealings with any employee or official of a government agency or any other government owned, operated or controlled entity (including, without limitation, state run universities, hospitals and libraries), or political parties or candidates (jointly “Government Official”). Neither Buyer nor any of its officers, directors, employees or agents shall pay, offer, give, promise or authorise the payment, directly or indirectly, of any monies or anything of value to any commercial contact or Government Official for the purpose or intent to induce such person to use his/her authority to help the Buyer, MessageSpace, and/or any affiliate of MessageSpace for personal gain or for that of the MessageSpace or its affiliates (any such act, a “Prohibited Payment”). A Prohibited Payment does not include a payment of reasonable and bona fide expenditures, such as travel or lodging expenses, which are directly related to the promotion, demonstration or explanation of products or services or the execution or performance of a contract, provided that such payments are permissible under Applicable Laws. Buyer further agrees not to accept any payment or other benefit in money or in kind from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted by or on behalf of MessageSpace.
Buyer to Contract as Principal
The Buyer warrants that the Buyer contracts with MessageSpace as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity. Where the Buyer is the Advertiser’s agency, the Buyer warrants that it is authorised by the Advertiser to place the Advertisement with MessageSpace. In the event of the Advertiser disputing payment the Buyer accepts full responsibility for payment.
In the event of a dispute the Buyer and MessageSpace accept that the terms specified and mutually assented to in the Insertion Order were the contracted terms of the order.
Delivery and Ownership of materials
Materials delivered must conform to MessageSpace’s specifications. MessageSpace reserves the right to charge the Buyer for work it required to amend materials to conform to its specifications but accepts no liability for such work.
Any intellectual property rights in designs prepared by MessageSpace shall remain the property of MessageSpace and Advertisements including such designs may not be reproduced without MessageSpace’s consent.
Booking Procedures
If an Advertisement includes a promotion, competition or a special offer of merchandise the Advertiser must provide full details to MessageSpace on request.
Prices and Payment Terms
Prices published by MessageSpace from time to time are subject to revision at any time and orders are accepted on the condition that the price binds MessageSpace only in respect of the period specified in the applicable rate card.
Series discounts apply only to orders placed in advance and completed within the agreed period. MessageSpace reserves the right to adjust advance discounts and/or to surcharge in the event of a series of Advertisements not being completed within that period. If the Buyer cancels the balance of a contract to publish a series of Advertisements, except in the circumstances set out in paragraph 23, it relinquishes any series discount and all Advertisements will be paid for at the appropriate rate.
Prices are exclusive of where applicable Value Added Tax which the Buyer shall additionally be liable to pay to MessageSpace.
Credit accounts must be settled in accordance with the terms shown on the invoice, which are strictly net. In default, all outstanding transactions will become liable for immediate settlement. Interest will be charged monthly on overdue accounts at the rate of 2% above the Natwest Bank plc Minimum Lending Rate.
Limitations on MessageSpace’s Liability
Except to the extent specified in the following paragraph, MessageSpace shall not be liable for any loss or damage suffered by the Buyer as a result of any total or partial failure (howsoever caused) of publication, distribution or availability of any Medium in which any Advertisement is scheduled to be included or for any error, misprint or omission in the printing of any Advertisement. In the event of an error or omission by MessageSpace, which detracts materially from the Advertisement, MessageSpace will either reinsert the Advertisement or relevant part of the Advertisement in a subsequent issue or make a reasonable refund of or adjustment to the price paid by the Buyer. No reinsertion, refund or adjustment will be made for any other error or omission or where the error or omission is the result of delivery of materials which do not comply with MessageSpace’s specifications.
The total liability of MessageSpace to the Buyer for any act or omission of MessageSpace, its servants or agents relating to any Advertisement shall not exceed the amount of a full refund of any price paid to MessageSpace for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, MessageSpace shall not be liable for any loss of profits or business or for indirect or consequential loss. MessageSpace accepts no liability for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately the error occurs. Complaints regarding reproduction of printed Advertisements must be received in writing within one calendar month of the cover date.
MessageSpace accepts no responsibility for the quality of reproduction of any photograph supplied by the Buyer, its agents or servants.
Cancellation or Suspension
Cancellation or suspension of an Advertisement by the Buyer must be received in writing by MessageSpace within the period specified by the appropriate Medium. If the cancellation is made by email the cancellation is accepted until MessageSpace acknowledges receipt of the said email. Periods for acceptance of cancellation or suspension vary in accordance with differing production requirements.
MessageSpace reserves the right to omit or suspend an Advertisement at any time for good reason, without liability to the Buyer and shall notify the Buyer as soon as possible. If such omission or suspension is due to the act or default of the Buyer, the Advertiser or their respective servants or agents, then the Buyer shall pay for the Advertisement in full notwithstanding that the Advertisement has not been published.
Buyer’s Warranties and Indemnities
The Buyer warrants that the Advertisement does not contravene any relevant legislation, including the Equality Act 2010, the Obscene Publications Act and any other legislation or regulation, such as those relating to the provision of Financial Services, which apply to specific Advertisers, products or services.
If any Advertisement submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Buyer warrants that the Buyer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.
The Buyer will indemnify and hold harmless MessageSpace from and against any claim that the Advertisement infringes the copyright, trademark or other intellectual property rights of any person or that it is defamatory or infringes any other right of any person. In the event that an Advertisement results in an action for defamation or similar, the Buyer indemnifies MessageSpace and pays entirely for all legal costs arising from the outset. MessageSpace reserves the right to withdraw and/or refuse to publish an Advertisement without liability to the Buyer if it reasonably believes that the Advertisement may make MessageSpace or the Advertiser liable to any complaint, claim or proceedings. Acceptance of an Advertisement does not mean that MessageSpace has necessarily assessed or reviewed the content of an advertisement.
The Buyer is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertisement relates and will indemnify and hold MessageSpace harmless accordingly.
Print Advertising
Copy must be supplied by the Buyer without application from MessageSpace. If copy instructions are not received by the agreed date, no guarantee can be given that any agreed proofs will be supplied or corrections made and MessageSpace reserves the right to repeat the most appropriate recent copy or omit the Advertisement. Where a layout or proof is submitted to the Buyer, it must be returned on the date specified and MessageSpace reserves the right to publish the Advertisement in the same form as any layout or proof submitted if the layout or proof is not returned on the date specified. In any of these cases, the total price of the order will remain unaltered.
If, at its discretion, MessageSpace considers it necessary to modify the space or alter the date or position of the Advertisement or make any other alteration to an Advertisement accepted for insertion, the Buyer will have the right to cancel the publication of the Advertisement if the alterations requested are unacceptable.
Where an Advertisement has been accepted by MessageSpace and includes inserts MessageSpace reserves the right to charge the full price if the inserts fail to arrive at the agreed time and place for insertion.
Charges will be made to the Buyer where printers are involved in extra production work owing to acts or defaults of the Buyer or the Advertiser.
Directory Advertising
MessageSpace cannot guarantee the position of any printed Advertisement. Advertisements will be placed as near as possible to the selected position as the page make-up permits. MessageSpace reserves the right to modify the wording of any classification or trade heading in the Medium or the Advertisement.
Requests for cancellation or reduction of an order may be considered but only if received in writing by MessageSpace within 28 (twenty eight) days from signing the order providing that such notification is made at least 28 (twenty eight) days prior to the final copy date.
Changes in printed copy must be confirmed in writing by the Buyer in time for the changes to be made to the Advertisement by MessageSpace. MessageSpace reserves the right to charge for any additional expenses involved in such changes.
Online Advertising
The Buyer must deliver complete creative content to MessageSpace at least 24 hours before 09:00 on the go-live date in a format which complies with MessageSpace’s online ad formats for such content. To cancel or alter an order the Buyer must inform MessageSpace by e-mail at least 24 hours before 09:00 on the go-live date Otherwise, MessageSpace may not be able to achieve the specified go-live date but the Buyer must pay the full amount irrespective of whether any delivery target for impressions have been met.
If the Buyer is supplying creative content or change of creative to be used in rotations, in the form of a redirected advertisement, the Buyer must inform MessageSpace in advance.
If an Advertisement links to another site, the Buyer is responsible for maintaining the link and for the content of the linked site. MessageSpace may remove any Advertisement which contains content or links to a site which, in MessageSpace’s opinion, is defamatory or objectionable or will bring MessageSpace into disrepute. The Buyer will indemnify MessageSpace from and against any claims or liability arising from links contained in an Advertisement.
Advertisements may contain only such information and code as is necessary to run the Advertisement effectively on the relevant MessageSpace Site. Advertisements may not contain tags, cookies, beacons or similar technology which identifies users of any MessageSpace Site or enables the Buyer or any third party to serve such users with any advertising other than the Advertisement.
If an Advertisement is supplied which does not comply with these terms and conditions or MessageSpace receives complaints regarding an Advertisement, MessageSpace may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer.
Where an Advertisement is sold on a cost per thousand basis (CPM or “cost per mille”), MessageSpace will provide the Buyer with delivery statistics and campaign reports on request throughout the campaign period. The statistics and other reports provided by MessageSpace shall, in the absence of manifest error, be binding on the Buyer and are in lieu of any other right of audit.
The Buyer’s sole remedy if MessageSpace, or its third party subcontractors who may host and serve Advertisements from time to time, make an error in displaying any Advertisement is the cost of re-running the relevant Advertisement. Neither MessageSpace nor its subcontractors shall be liable for failure to display the Advertisement caused by circumstances outside their control.
Recruitment Advertising
Any Buyer or Advertisers who is either an employment agency or an employment business (as defined by the Employment Agencies Act 1973 (‘the Act’)) must ensure that Advertisements comply with their obligations under the Act and the Conduct of Employment Agencies and Employment Businesses Regulations 2004.
Buyers and Advertisers agree to deal fairly and professionally with individuals who may respond to a recruitment related Advertisement and to indemnify MessageSpace from and against any claim brought by an individual against MessageSpace arising from a breach of this obligation or any other of these terms and conditions.