Agreement - the binding agreement between you and us comprising the Order, the Credit Agreement (if applicable), any direct debit form (if applicable) and these Standard Conditions and any variations or special terms agreed in accordance with Condition 2. These Standard Conditions shall apply to each discrete Bus Advert contained in the Order.
Bus Advert – the bus advertisement referred to in the Order
Content - any and all of the text, graphics, images, logos and photographs in a Bus Advert and includes its layout and design.
Credit Agreement - the credit agreement (if any) between you and us.
Headliner – an advertising panel positioned on the inside of a bus.
Intellectual Property Rights – all intellectual property rights wherever in the world arising whether registered or unregistered, including copyright, know-how, trade marks, service marks, trade names, patents, database rights, design rights, trade secrets, business names, domain names and confidential information and all rights in the nature of unfair competition rights or rights to sue for passing off.
Order - the order form and copysheet, if relevant, which shows details of the Bus Advert.
Posting Date – the first date on which the Bus Advert will be displayed.
Streetliner – an advertising panel on a bus side positioned close to eye-level.
Supplier – CBS Outdoor Limited.
We - Thomson Directories Limited whose head office and registered office is at: Thomson House, 296 Farnborough Road, Farnborough, Hants GU14 7NU.
You - the person, firm or company named on the Order who wishes to purchase the Bus Advert.
Any variations to this Agreement and any special terms will only be effective if set out in a printed form issued by us or agreed by a director of Thomson Directories. Only such a director is authorised by us to make any representations about the Agreement or any matter relating to it.
The Agreement shall not come into existence until we have sent you a written acceptance of your Order. Our acceptance will be conditional on your meeting relevant credit criteria.
4.1 We do not have to publish or display the whole or any part of the Bus Advert if you have not supplied any part of the Content within 14 days of the date of the Order or if we consider that the Content does not meet the standards of the Advertising Standards Authority or is unacceptable for publication for some other reason including that it may infringe the legal rights of others or subject us to claims, prosecution, criticism or cause us embarrassment. In such event you will remain liable for our charges in respect of the Bus Advert.
4.2 We will not be liable for any disruption or delay in displaying the Bus Advert or for failing to perform our duties under this Agreement if the failure is caused by circumstances beyond our control.
4.3 We accept the Content from you on the understanding that you have unconditionally approved the Content for publication.
4.4 We will endeavour to work with our Supplier to secure the Posting Date indicated on the Order Form or otherwise notified to you or selected by you at the point of sale. However, Posting Dates are subject to the required advertising space being available from our Supplier. If we cannot obtain your requested Posting Date, your Bus Advert will be posted on the next available Posting Date.
4.5 If you have purchased a Bus Advert which will be displayed within a Streetliner, you acknowledge and accept that we cannot guarantee in which position on the Streetliner your Bus Advert will appear, nor with which other Bus Adverts your Bus Advert will appear.
4.6 If you have purchased Headliners, you acknowledge and accept that we cannot guarantee the position of a Headliner within a bus, nor the number of Headliners you will have displayed within a single bus.
5.1 The Content you provide must be accurate, approved, legal, decent, honest and truthful and it must comply with the standards, codes or other regulations made available by any competent authority having responsibility for the regulation of advertising including the Advertising Standards Authority, Ofcom and PhonePayPlus.
5.2 You must ensure that you have authority to use any British Standard Mark or other quality assurance mark, any logo or name of any trade association you use in the Content and be a paid up member of the trade association.
5.3 You agree not to transmit in the Bus Advert any unlawful, defamatory, abusive, pornographic, vulgar, harmful, racist or otherwise offensive material of any kind.
5.4 If your activities, conduct or advertising and promotion fall within the regime regulated by the Financial Services Authority, you undertake and warrant to us that you are registered in the conduct of your business by the Financial Services Authority if you are required to be so registered and that the content of each Bus Advert has been approved by a person authorised to approve Bus Adverts under the financial services regulatory regime.
5.5 You confirm and warrant that (i) the business you are advertising is lawful, (ii) you have obtained all appropriate licences, permits or any other regulatory consents required to operate the business you are advertising, and (iii) advertising your business in the manner agreed with us will not result in a breach of any law or regulation by you, us or any third party.
5.6 If you want to change part of the Content you must send written details of the change to the Publishing Department at our Head Office. The Publishing Department must receive the details within 14 days of the date of the Order or, if you are sent a proof, by the deadline indicated in the proof.
5.7 We cannot guarantee a proof of your Bus Advert, but we will endeavour to provide one where we receive the Content at least 5 working weeks before the Posting Date.
5.8 Subject to payment of the applicable deposit, payment under this Agreement is due on the Posting Date for your Bus Advert. If you have chosen to pay by the instalment payment method, payments will be made in accordance with the Credit Agreement.
5.9 After signing the Order, you must pay us the deposit (inclusive of VAT) applicable to the payment method chosen and which is set out in the Order. The deposit may be the initial credit card payment we take from you, or if the instalment payment method is used, the deposit may be the first direct debit payment.
5.10 You must pay the amount we invoice you for, using the payment method specified in the Order. If you do not make any payment or instalment due under this Agreement or any other contract between us, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other order from you, in which event a cancellation fee will be payable by you equal to 10% of the charge for the Bus Advert plus VAT or the deposit paid, whichever is higher. Interest at a rate of 1.5% per month will be applied to any amount you have not paid after 30 days from the due date of payment (unless the law prevents us from charging interest). We can charge you any reasonable administration and legal costs for recovering the amounts you owe. If you owe us any sum of money, we may deduct that amount from any sum which we may owe you at any time under this Agreement or any other agreement we have with you.
5.11 You shall indemnify us, our employees and agents against all proceedings, claims, demands, expenses, losses and/or damages arising from any breach of this Agreement by you or from processing or publishing any information or material you gave us including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.
5.12 The Order must be placed in the ordinary course of your business and the Bus Advert must be for your own business. You must not sell or transfer your rights to the provision of advertising under this Agreement to any other party.
6.1 In addition to any statutory rights you may have to cancel your Order, you may cancel part or all of your Order by giving notice in writing to Customer Services at our head office. We must receive this notice within 14 days of the date of the Order. This applies whether or not your Order is for single year or multi-year advertising.
6.2 If cancelling part of the Order means that you no longer qualify for a discount for multiple advertising or an advertising package, then we can adjust the rate on the remaining advertising to reflect the price appropriate for the reduced level of advertising in accordance with the appropriate rate card.
7.1 If there is an error in, or omission from, the displayed Bus Advert or the Bus Advert is not displayed within 6 months of the Posting Date indicated on the Order (or notified to you or chosen by you at the point of sale), you will be entitled to a refund of part or all of the sum you have paid for the Bus Advert concerned and it will be a fair and reasonable amount considering the nature of the error.
7.2 You will not be entitled to a refund for any mistake that was apparent from any proof we sent you unless you corrected the proof and told us about the mistake within the deadline indicated on the proof.
7.3 Our only liability (if any) under this Agreement will be to provide a refund under Condition 7.1. We will not be liable for any direct or indirect or consequential loss or damage including loss of business, revenue or profits or financial loss of any kind arising from any mistake in or material missing from the displayed Bus Advert, or from not displaying or arranging for the display of the Bus Advert, even if resulting from our negligence.
7.4 We do not exclude or restrict liability for death or personal injury arising from our negligence.
The colour(s) in your Advert may not match the colour(s) in any proof provided of your Advert. This does not constitute an error and you will not be entitled to any refund or other remedy in respect of any such difference in colour(s).
9.1 You warrant that you own or are authorised to use (and to allow us to use) all Intellectual Property Rights in the Content you provide to us.
9.2 You grant us a worldwide, perpetual, non-exclusive licence of such Intellectual Property Rights to permit us to use, reproduce, publish, display, adapt, and distribute the Content for the purposes of making available and displaying your Bus Advert.
9.3 We own all Intellectual Property Rights in all artwork, copy and other material which we, our agents or employees have created, whether or not the material is derived or developed from material supplied as Content and whether or not a charge has been paid by you in respect of it. You do not gain any intellectual property rights in that artwork, copy or other material and you will not be entitled to use it in any other form or in any other media.