following terms and conditions ("Advertising Terms and
Conditions") are deemed to be incorporated into each
advertising insertion order accepted by iRail ("Insertion
Terms of Payment
Advertiser (as defined in the Insertion Order) will be invoiced
on the first day of the contract period set out in the Insertion
Order. Unless otherwise expressly agreed by the parties in
writing, the Advertiser must ensure that payment is made to
Alex Seal ("Alex Seal") in pounds sterling within
thirty (30) days after the date of the invoice, unless this
date is earlier than the date on which the relevant advertising
is scheduled to begin in which case the due date for payment
will be no later than the date on which the advertising is
scheduled to begin.
the avoidance of doubt, the Advertiser must pay at the rates
prescribed by applicable law all VAT (and all similar sales
tax (if applicable)) on the amounts due under this Insertion
Order. All amounts paid by the Advertiser after the due date
will bear interest at the rate of one percent (1%) per month
(or the highest rate permitted by law, if less) above the
base lending rate of iRails main Bank, from time to
time, from the date when payment was due until the date of
payment is received, whether before or after judgement. In
the event of any failure by the Advertiser to make payment,
the Advertiser will be responsible for all expenses (including
legal fees) incurred by iRail in collecting the amounts due.
The Advertiser warrants that it contracts with iRail as principal
notwithstanding that the Advertiser may be acting as an advertising
agency or media buyer or in some other representative capacity.
Positioning and Licence
The Advertiser hereby grants a world-wide non-exclusive, fully
paid licence to reproduce and display the advertisement (including
all contents, trademarks and brand features contained therein)
in accordance with the Insertion Order and these Advertising
Terms and Conditions.
Except as otherwise expressly provided in the Insertion Order,
positioning of advertisements within the iRail properties
or on any page is at the sole discretion of iRail, and iRail
will not be prohibited from also carrying advertisements for
any product or business competitive to the product or business
of the Advertiser.
iRail does not warrant the date or dates of insertion of
the advertisement(s) and does not warrant that the advertisement(s)
will not be displayed after the end date specified. However,
iRail will use reasonable efforts to comply with the Advertisers
wishes in these regards.
The Advertiser grants to iRail the express right to reproduce
throughout the world screen shots of all or part of any iRail
property containing all or part of any of the advertising
materials supplied by the Advertiser to iRail on or in any
promotional or advertising material or campaign promoting
or advertising iRail.
the provisions of the Insertion Order, the Advertiser acknowledges
that iRail has not made any guarantees with respect to usage
statistics or levels of impressions for any advertisement.
iRail provides the Advertiser with estimated usage statistics
only as a courtesy to the Advertiser and iRail will not be
held liable for any claims relating to any usage statistics
however supplied. The Advertiser acknowledges that delivery
statistics provided by iRail are the official, definitive
measurements of iRails performance on any delivery obligations
provided in the Insertion Order. No other measurements or
usage statistics (including those of the Advertiser or a third
party ad server) will be accepted by iRail or have bearing
on this Agreement.
as expressly set out in the Insertion Order, any renewal of
the Insertion Order and acceptance of any additional advertising
order will be at iRail's sole discretion. The rates applicable
to such renewal period (if any) are subject to change by iRail
from time to time in its absolute discretion.
No Assignment or Resale of Ad Space
Advertiser may not resell, assign or transfer any of its rights
thereunder, and any attempt to resell, assign or transfer
such rights will entitle iRail to terminate this contract
immediately, without liability on the part of iRail.
Limitation of Liability
If iRail fails to publish any advertisement or deliver the
number of impressions as provided in the Insertion Order (or
in the event of any other failure, technical or otherwise,
of such advertisement to appear as provided in the Insertion
Order), iRails liability will be limited (at the option
of iRail) to either: (a) publishing the advertisement (or
a replacement advertisement if provided by the Advertiser)
as soon as is reasonably practicable in the period following
the period during which the advertisement was scheduled to
run and for such time as is necessary to generate a number
of substitute impressions equal to the shortfall, or (b) refund
to the Advertiser that proportion of the amounts paid which
relate to those advertisements and/or impressions which were
not provided or, if the relevant amounts were not paid by
the Advertiser, agree that such amounts will not be due or
In no event will iRail be responsible for any indirect, consequential,
special or economic loss of any kind including without limitation
loss of profits, business, contracts, revenues, goodwill,
production and anticipated savings arising from any failure
to publish in a timely manner or at all any advertisement
in accordance with the Insertion Order.
Without limiting the foregoing, iRail will have no liability
for any failure or delay resulting from any governmental action,
fire, flood, insurrection, earthquake, power failure, riot,
explosion, embargo, strikes whether legal or illegal, labour
or material shortage, transportation interruption of any kind,
work slowdown or any other condition beyond the control of
iRail affecting production or delivery in any manner.
iRail does not limit or exclude liability for death or personal
injury caused by its negligence.
Each of the provisions of this clause 6 are to be construed
separately and independently of the other, and if any provision
of this clause 6 (or any other clause herein) is found by
any court or other judicial body of competent jurisdiction
to be invalid or unenforceable, the invalidity or unenforceability
of such provision will not affect the other provisions of
this clause 6 (or any other clause herein) which will remain
in full force and effect.
Advertisers Representations; Indemnification.
The Advertiser warrants and represents to iRail that:
It has the right to publish all of the contents of the advertisements,
and can grant to iRail such right, and that such publication
will not: (a) infringe any rights of any third party including,
without limitation, intellectual property rights and rights
of privacy, and (b) violate any applicable law or regulation.
The advertisements do not contain anything which is defamatory,
obscene, false or misleading.
It has complied with the codes of practice issued by the Committee
of Advertising Practice in the UK and the Advertising Standards
Authority for Ireland in respect of electronic and online
advertising and all other relevant industry codes of practice.
The advertisement submitted pursuant to the Insertion Order
either: (a) does not constitute an investment advertisement
within the meaning of the Financial Services Act 1986 ("the
Act") or other applicable law, or (b) has been approved
by an "authorised person" within the meaning of
the Act or is otherwise permitted under the Act and the Advertiser
has expressly notified iRail in writing of this.
The Advertiser agrees to indemnify and keep indemnified iRail
and hold iRail harmless against any and all expenses, damages
and losses of any kind (including reasonable legal fees and
costs) incurred by iRail in connection with any claims actual
or threatened, of any kind (including, without limitation,
any claim of trademark or copyright infringement, libel, defamation,
breach of confidentiality, breach of any statutory or regulatory
duty, false or misleading advertising or sales practices)
arising from the advertisement and /or any material (of the
Advertiser or otherwise) to which users can link through the
Provision of Advertising Materials
Advertiser will provide all materials for the advertisement
(including GIF or JPEG files), in accordance with iRail's
practices and policies in effect from time to time, including
(without limitation) the manner of transmission to iRail,
the lead-time prior to publication of the advertisement and
such technical specifications as iRail may require from time
to time. iRail will not be required to publish any advertisement
that has not been received in accordance with such policies
and practices and reserves the right to charge the Advertiser,
at the rate specified in the Insertion Order, for inventory
held by iRail pending receipt of acceptable materials from
the Advertiser which are past due.
Right to Reject Advertisement
contents of advertisements are subject to iRail's approval.
iRail does not undertake to review the contents of any advertisements
and any such review of and/or approval by iRail will not be
deemed to constitute an acceptance by iRail that such advertisement
is provided in accordance with these Advertising Terms and
Conditions nor will it constitute a waiver of iRail's rights
thereunder iRail reserves the right at any time in its absolute
Reject or cancel any advertisement, Insertion Order, URL link,
space reservation or position commitment; or
Remove any advertisement from any of the iRail properties
or any page.
Cancellations and Construction
Advertiser cannot cancel the Insertion Order. No conditions
other than those set forth in the Insertion Order or these
Advertising Terms and Conditions will be binding on iRail
unless expressly agreed to in writing by an authorised representative
of iRail. In the event of any inconsistency between the Insertion
Order and these Advertising Terms and Conditions, these Advertising
Terms and Conditions will prevail.
Confidentiality and Public Announcements
The provisions of the Insertion Order and all communications
passing between the Advertiser and iRail are confidential
and must not be disclosed to any third party except: (a) by
the Advertiser to its qualified accountants or legal advisers,
(b) by iRail to its qualified accountants or legal advisers,
or (c) as otherwise agreed by the parties in writing or as
otherwise required by law.
If the parties have executed a nondisclosure agreement prior
to the date of this Agreement ("Nondisclosure Agreement"),
then: (a) the Nondisclosure Agreement is hereby incorporated
into this Advertising Terms and Conditions by reference whether
or not it is attached to the Insertion Order, and (b) each
party must comply with its obligations in the Nondisclosure
The Advertiser is hereby put on notice that iRail and its
affiliates are particularly sensitive to public statements
about the iRail web services, their contractual relationships
and product plans, and improper or ill-timed statements are
likely to have a detrimental effect on the business of iRail
and its affiliates and may contravene applicable law. Consequently,
the Advertiser must not, and must ensure that any person acting
on its behalf does not, make any public announcement in respect
of the Insertion Order or the relationship between the parties
without prior written consent of iRail including without
limitation any pre-announcement in respect of the display
of advertising on any iRail property. For the avoidance of
doubt, the foregoing prohibition includes public announcements
by any third party acting on behalf of the Advertiser and
any communication which the Advertiser knows will or is likely
to be made public. Any breach of this clause 11.3 by the Advertiser
will be deemed to be a breach of confidentiality under clauses
11.1 and/or 11.2.
Advertising Terms and Conditions, together with the Insertion
Order (i) will be governed by and construed in accordance
with, the laws of England, and the parties submit to the non-exclusive
jurisdiction of the English courts; and (ii) constitute the
complete and entire expression of the agreement between the
parties, and supersede all other prior understandings, commitments,
agreements and (unless made fraudulently) representations,
whether written or oral between the parties. Clauses 6, 7,
11 and 12 will survive any expirey or termination of these
Advertising Terms & Conditions.
any other provision in these Advertising Terms & Conditions
a person who is not a party to these Advertising Terms &
Conditions has no right under the Contracts (Rights of Third
Parties) Act 1999 to rely upon or enforce any term of these
Advertising Terms & Conditions but this does not affect
any right or remedy of a third party which exists or is available
apart from that Act.