The Terms & Conditions
This Contract is binding on all Advertisers, as defined below, once they have submitted their application for Pixels and agreed to abide by our terms and conditions.
Once Advertiser submit their application, as defined below, a legally binding agreement on these terms and conditions is created between the Company and the Advertiser (the “Contract”)
DEFINITIONS
The following words and phrases shall have the following meaning unless the context otherwise requires:
"Advertiser" a person who directly or indirectly makes an application with the Company to purchase Pixels;
"Advertisement(s)" any advertising material intended for publication by the Advertiser on the Advertising Grid;
“Advertising Box(es)” The Pixels will be sold in 10x10 pixel squares.
"Advertising Grid" The Grid found on the homepage of the Website.
"Charge" Each Advertising Box will be sold at a cost of two hundred US dollars (USD$200) per advertisement with an extra 10% to be paid on every order (this does not include VAT or any other similar taxes or duty owed which will be added on lastly).
“Commencement date" The date on which the Website is launched and opened to the public.
"Company" Michael Blakeley, trading as a Sole Trader under the name of Ticket to a Million; this includes his agent(s), successors in title or anyone he assigns as the case may be;
“Giveaway” The Ticket to a Million promotions as defined on the Website www.ticketoamillion.com
"Pixels" the Company will make available 1,000,000 Pixels pertaining to the Ticket to a Million Giveaway which can be found on the Advertising Grid.
"Publication Date" the date on which the Advertisement is published for the first time on the Website;
"Completion Date" means the earlier of:
i) the date on which all of the Advertising Boxes in the Grid relating to the Giveaway have been sold by the Company; or
ii) the twelve Month anniversary of the Commencement Date.
"Website" the worldwide Internet website of the Company identified by the URL www.tickettoamillion.com
In this Contract (except where the context otherwise requires):
The clause headings are included for convenience only and shall not affect the interpretation of this Contract;
Any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality);
The masculine gender includes all other genders and vice versa.
1 PURCHASING ADVERTISEMENTS
1.1 For the Giveaway the Company will make available one million Pixels for the hosting of Advertisements for the life of the Website. The Pixels will be hosted on the Advertising Grid.
1.2 Pixels will be made available in blocks of one hundred (10x10) Pixels each. The minimum purchase is a 10 x 10 square of Pixels, and the maximum purchase is the remaining Advertising Boxes on the Advertising Grid which pertains to the Giveaway.
1.3 Each Advertising Box is made available, at a cost of two hundred US dollars (USD$200) per advertisement with 10% extra to be paid on every order (This is before VAT is added where applicable)
1.4 The Advertiser may purchase Advertising Boxes submitting the application form on the Website. Each purchase of an Advertising Box will be completed where the Advertiser submits a completed application for Advertising Boxes to be purchased, has received confirmation from the Company that his website, advert and label have been accepted and makes payment of the relevant Charge in the form of payment as agreed by the parties (an "Order").
1.5 The Company will keep any details of applications confidential and will not disclose the details of any companies/websites or advertisements whose application are refused.
1.6 At the end of the promotion the Company will maintain the web page and Advertisements on line for the minimum of at least 10 years
1.7 By placing an Order with the Company the Advertiser accepts and agrees to comply with the terms and conditions of the Contract.
2. ACCEPTANCE AND REMOVAL OF ADVERTISEMENTS
2.1 Once the Order has been accepted the Advertisement will be published.
2.2 Advertisements will only be published on the Website and in the relevant Advertising Boxes if they are delivered in accordance with the Terms and Conditions of this Contract, are approved by the Company and comply with all applicable Laws.
2.3 Unless otherwise agreed between the parties, the Advertiser will provide all materials for the Advertisements in accordance with the Company's policies and guidelines. This includes but is not limited to its Family Friendly guidelines and any further structural or format guidelines as to the Advertisement or its websites contents, as the Company may specify from time to time.
2.4 The Company reserves the right at any time, at its sole discretion and without liability to the Advertiser, to reject or cancel any Advertisement or Order or remove any Advertisement/s from the Website as it sees fit.
2.5 Any acceptance by the Company of an Advertisement shall not be deemed to constitute an acceptance by the Company that such Advertisement is provided in accordance with the Contract, its guidelines or policy and nor shall it constitute a waiver of the Company's rights.
2.6 The Company shall not be liable for any Advertisement which it is required to make addition to, changes in or deletions from or for any delay in publication or withdrawal of any Advertisement required by any competent authority which has jurisdiction over the regulation of Internet Advertisings, including but not limited to the Advertising Standards Authority or any replacement body.
2.7 Notwithstanding clause 2.8, the Company reserves the right in its absolute discretion to do any act or thing in respect of the publication of any Advertisement (including without limitation the editing or cutting, non-publication, delayed publication or removal from the Website) which is found to contain unsuitable material without liability to the Advertiser who shall have no claim for damages or otherwise as a result of any such action.
2.8 If the Company decides to reject any Advertisement or once published remove any Advertisement from the Website then the Company shall notify the relevant Advertiser and the relevant Advertiser shall supply an alternative Advertisement in accordance with the provisions of this clause at its own cost and as soon as is reasonably practical.
2.9 If any independent reputable industry body establishes a screening process or pre-clearance procedure for Internet advertising, and such screening process or pre-clearance procedure is a regulatory requirement, then if the Company requests, the Advertiser will submit (at his own cost) all Advertisements for pre-clearance/screening.
3.PUBLICATION
3.1 The Company will publish the relevant Advertisement on the Website as soon as reasonably possible and the Website will remain on line for the minimum of 10 years from the Completion Date, this is subject to approval by the Company's moderation system and does not effect any right in this Contract to remove the Advertisement.
3.2 The Company retains sole discretion to edit/alter or delete the content, layout and format of the Website.
3.3 The Company does not guarantee that the Boxes specified in the Order by the Advertiser will be the Boxes supplied. If it is unable to provide the Boxes requested or if an Advertisement is not published at all and such non-publication is solely the fault of the Company, then the Company will use its reasonable endeavors to offer alternative Boxes and/or publish the Advertisement at a later date agreed by the parties. If any such alternative Boxes or dates are not accepted or there are no Boxes available, then the original booking shall be cancelled and the Advertiser shall have no claim against the Company in respect of non-publication or for any expenses or damage incurred as a result of such non-publication.
3.4 Unless otherwise expressly agreed outside this Contract with an individual Advertiser, the Company does not make any guarantees about the type of company or advert which it will be published alongside its Advertisement on the Advertising Grid.
3.5 If at any time a Law, Act, Statute, Regulation or event outside the Company's control affects the ability of the Company to publish Advertisements on the Website or to maintain the adverts already published, then the Company may at any time, notwithstanding anything contained in this Contract, terminate immediately this Contract in whole or in part without prejudice to the Company's right to be paid by the Advertiser any monies due at the date of termination.
3.6 The Advertiser grants to the Company free of royalty, a non-exclusive licence, to use any of its names, trade marks and logos as are reasonably necessary to enable the Company to fulfill its obligations under this Contract.
4 TERMS OF PAYMENT
4.1 The Advertiser will make payment to the Company of the amounts owed pursuant to any Order in such currency as may be agreed between the parties without deduction or withholding of any kind other than as required by Law.
4.2 All payments referred to in this Contract are stated exclusive of value added tax and all other similar taxes and duties payable in respect of such payments. The Advertiser shall pay to the Company at the time that any payment becomes due an amount equal to the value added tax, properly chargeable upon such payment.
4.3 If at a later date it becomes apparent that the Advertiser has not paid value added tax or any other similar taxes or duties owed, in circumstances when such taxes were payable, then the Company retains the right to seek payment of these outstanding fees.
4.4 If the Company makes changes to its rates and conditions then where possible the Company shall endeavour to give a minimum of 30 days notice in respect of any change to the rates and/or conditions of this Contract. If such a time scale is not possible then the Company reserves the right to make such changes at shorter notice.
4.5 The Company concludes the Contract with the Advertiser who places the Order and the Advertiser may not resell, assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Contract or any rights under this Contract or sub-Contract any or all of its obligations under it or purport to do any of the same. Any attempt to do any of the aforementioned shall result in giving the Company the right, at its discretion, to immediately terminate the Contract, and this does not affect any payment of any and all amounts due hereunder without liability to the Company and without prejudice to any other rights and remedies available to it. Any purported assignment in breach of this clause shall confer no rights on the purported assignee unless expressly agreed in writing by the Company with the purported assignee.
5. LIMITATION OF LIABILITY
5.1 The Company shall not be liable in Contract, tort (including but not limited to negligence) or for any breach of statutory duty or in any other way for:
5.1.1 any loss which arises from or in connection with loss of revenues, profits, Contracts, failure to realize anticipated savings or business or;
5.1.2 any loss of reputation or goodwill; or
5.1.3 any indirect or consequential losses,
which the Advertiser may suffer or incur from or in connection with any matter under this Contract.
5.2 The Company's maximum liability shall not exceed the value of the amount paid by the Advertiser to the Company in relation to the Order or Orders from which the relevant loss or damage has arisen, in respect of any loss or damage suffered by the Advertiser and arising out of or in connection with this Contract.
5.3 The Company does not accept liability for any delay in receiving delivery, loss or damage to the Advertisers application form. Unless otherwise instructed in writing, the application form may be destroyed by the Company or its agents if not published for a period of 6 Months without further reference to the Advertiser.
5.4 Nothing in this clause shall limit the Company's liability for death or personal injury resulting from the Company's negligence or for fraud.
6. INDEMNIFICATION OF ADVERTISER'S REPRESENTATIONS;
6.1 The Advertiser represents and warrants to the Company that:
6.1.1 it has the power and authority to enter into this Contract and to grant all rights granted or purported to be granted in order to fully perform its obligations under it;
6.1.2 neither the Advertisement(s), the permitted use of them by the Company nor the Advertiser's website where linked to the Website will:
6.1.2.1 infringe the rights of any third party (including without limitation any intellectual property rights) or any other agreements;
6.1.2.2 be defamatory of any third party or offensive in any way; or
6.1.2.3 be prejudicial to the image of the Website or to the reputation of the Company;
6.1.3 all Advertisements will comply with all applicable Law and the Family Friendly guidelines and any further guidelines issued by the Company from time to time which are notified to the Advertiser;
6.1.4 it has or will have obtained prior to the publication of any Advertisement all necessary rights, consents, licences, clearances and waivers in relation to the relevant Advertisement to enable the Company to publish such Advertisement on the Website and the Advertiser shall be solely responsible for any and all payments due to third parties as a result of such publication;
6.1.5 neither the Advertiser nor any of its employees shall attempt to participate in any scheme or competition offered to the general public by the Website where its own Advertisements are included as part of such scheme or competition.
6.2 The Advertiser shall indemnify on demand and hold harmless the Company from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, legal costs and expenses and value added tax thereon) and liabilities suffered or incurred, directly or indirectly, by the Company in consequence of:
6.2.1 any breach, non-performance or non-observance by the Advertiser of any of its agreements, obligations, warranties, representations and undertakings contained in this Contract; and/or
6.2.2 the use, publication, reproduction or transmission of the Advertisement(s) on the Website or on the Advertiser's website as linked to the Website.
6.3 This clause 6 shall continue in full force and effect notwithstanding any suspension or termination of this Contract.
7. TERMINATION
7.1 The Term of this Contract shall commence with the placing of an Order by the Advertiser and shall be in force for the life of the Website at a minimum of 10 years from the Completion Date. This is subject to earlier termination pursuant to these Terms and Conditions.
7.2 Either party (the "Non-Defaulting Party") may terminate this Contract and/or require payment of any amounts due under this Contract (without prejudice to its other rights and remedies) with immediate effect by written notice to the other party (the "Defaulting Party") if:
7.2.1 the Defaulting Party commits a breach of any of its material obligations under the terms and conditions of this Contract, and if the breach is capable of remedy, fails to remedy it during the period of twenty one (21) days, starting on the date of receipt of notice from the Non-Defaulting Party specifying the breach and requiring it to be remedied.
7.3 The Company may terminate immediately via written notice if at any time it reasonably suspects the Advertiser of fraudulent payment, including use of stolen credit cards, or any other fraudulent activity (including but not limited to any chargeback or other reversal of a payment).
7.4 The parties shall have no further obligations or rights under this Contract after the end of this Contract, without prejudice to those which have accrued to either party prior to termination or expiry save the clauses the survival of which is necessary for the interpretation or enforcement of this Contract, shall continue to have effect after the end of this Contract.
8.0. MISCELLANEOUS
8.1 The Company shall have no liability for any delay in or failure to perform any or all of its obligations under this Contract if the delay or failure arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including, without limitation, industrial disputes, nuclear accident, war or terrorist activity, acts of God, civil commotion, compliance with any law, governmental order, rule, regulation, or direction, failure of technical facilities, accident, fire, flood, storm or default of suppliers or sub-Contractors.
8.2 Any notice given under this Contract shall be in writing and served by hand, prepaid, recorded or special delivery post or prepaid international recorded airmail to the relevant addressee at the address referred to in the Order or such other address as the relevant party may designate to the other in writing from time to time. Any such notice shall be deemed to have been served at the time of delivery. For the avoidance of doubt, notice given under this Contract shall not be validly served if sent by email.
8.3 Except insofar as this Contract expressly provides that a third party may in his own right enforce a term of this Contract, a person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
8.4 Nothing in this Contract shall create or be deemed to create a partnership, joint venture or principal-agent relationship between the parties and neither party shall have authority to bind the other in any way unless expressly provided otherwise in this Contract.
8.5 This Contract constitutes the entire agreement and understanding of the parties relating to the subject matter of this Contract and supersedes any previous agreement or understanding between the parties in relation to such subject matter. In entering into the Contract, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this clause shall limit or exclude any liability for fraud.
8.6 Each party undertakes that it will not at any time hereafter use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, the terms and conditions of this Contract or any confidential information concerning the business or affairs of the other party which may have or may in the future come to its knowledge. Neither party shall use any such confidential information except for the performance of this Contract or make any announcement relating to this Contract or its subject matter without the prior written approval of the other party. This clause 8.6 shall continue in full force and effect notwithstanding any suspension or termination of this Contract.
8.7 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Contract or by Law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
8.8 The validity, construction and performance of this Contract (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the law of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Contract or its enforceability or the legal relationships established by this Contract.
8.9 Please note that there are 1,090,000 Pixels on the grid of the homepage of the Website, 1,000,000 to be sold pertaining to the Giveaway and 90,000 which do not form part of the Giveaway which can be donated at the discretion of the Company. These will be subject to the same Terms and Conditions of this Contract though the Charge can be varied at the sole discretion of the Company.
8.9.1 The 90,000 Pixels will be allocated in the following manner;
8.9.1.1 Eighteen thousand (18,000) Pixels will be divided equally between the 5 charities which are on the Website, these are the Company’s five (5) affiliated Charities. These are Sense, Peace Direct, FARM-Africa, Hope for Children and The Institute of Cancer Research. These are not specified boxes and can be chosen by the Charity, subject to availability.
8.9.1.2 Forty Thousand (40,000) Pixels Will be divided equally between the first 20 registered charities to contact the Company after the launch date by submitting a completed application form. These are not specified boxes and can be chosen by the Charity, subject to availability.
8.9.1.3 Twenty Thousand (20,000) Pixels which are for the sole use of Michael Blakeley and do not form part of the Giveaway, these are his to use and to do so with which he pleases. These are specified boxes, chosen by Michael Blakeley which will not be on general sale.
8.9.1.4 Twelve Thousand (12,000) Pixels to the company Net Essentials. These are not specified boxes and can be chosen by Net Essentials subject to availability.
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