Terms and Conditions
The Terms & Conditions below apply to our advertisers.
(hereinafter the ‘General Terms and Conditions’)
- General Terms and Conditions
1.1. These General Terms and Conditions govern all legal relationships (such as offers, insertion orders (‘Insertion Orders’) and agreements) between RockAdRoll LTD (‘RockAdRoll’) and the other party (‘Advertiser’) and remain in force after termination of the relationship.
1.2. Any General Terms and Conditions of the Advertiser are hereby specifically excluded.
1.3. Any amendments to these General Terms and Conditions are only valid if agreed specifically in writing.
- Offers and entering into an agreement
2.1. All offers from RockAdRoll are without obligation, unless specifically agreed otherwise, and may – until the moment of acceptance – be amended or withdrawn at any time by RockAdRoll without RockAdRoll being liable to the Advertiser for any form of compensation.
2.2. An agreement, which shall include an agreement to carry out work in any intervening period, is entered into as soon as the Advertiser has accepted the offer from RockAdRoll in writing or, in the absence of written acceptance, if RockAdRoll has confirmed the oral acceptance of the Advertiser by email or fax. If there is no acceptance as described in this Article, the agreement is deemed to have been entered into as soon as RockAdRoll has commenced performance of the agreement and RockAdRoll could reasonably understand that the Advertiser agreed that the performance should start.
- Performance of the agreement
3.1. Unless agreed otherwise, RockAdRoll may perform the agreement as it thinks fit. RockAdRoll may adjust and otherwise modify the advertising and other material provided by the Advertiser (hereinafter the ‘Advertising Material’) and it reserves the right to refuse to publish or otherwise use the Advertising Material or to withdraw the Advertising Material.
3.2. RockAdRoll may label any Advertising Material as an ‘advertisement’ for clarification purposes.
- Amendments to the agreement and additional work
4.1. If it appears that amendments to the agreement are necessary, the parties shall negotiate in good faith these amendments. If there is an absence of any written agreement for such amendment, the amendment is deemed to take effect as soon as RockAdRoll has commenced the performance of the amended agreement and this performance is the result of negotiations by or on behalf of the Advertiser from which RockAdRoll could reasonably deduce that the Advertiser agreed to the amendment.
4.2. After any amendment, RockAdRoll may increase the agreed price proportionately and charge any additional costs to the Advertiser. If the price of an offer is exceeded by no more than 10%, then these are accepted by the Client as a budget risk and therefore do not need to be notified.
4.3. If changes have to be made by RockAdRoll in the performance of the Agreement, it will inform Advertiser thereof as soon as possible.
5.1. RockAdRoll shall monitor delivery of the Advertising Materials.
5.2. In the event the agreed upon terms in an agreement, such as an Insertion Order, are not met, parties shall negotiate in good faith the conditions of a makegood. If no makegood can be agreed upon, paragraph [10.1; limitation liability] shall apply [OR: Advertiser may execute a credit equal to the value of the under-delivered portion of the Insertion Order for which it was charged. In the event that Advertiser has made a pre-payment for the Insertion Order for which under-delivery applies, Advertiser may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign.
- Payment and terms of payment
6.1. Prices are exclusive of turnover tax (VAT).
6.2. Payment should be made, notwithstanding the conditions in the following sections, within the term specified by RockAdRoll in the invoice or Insertion Order and in the absence of such term, within fourteen (14) days of the invoice date.
6.3. Unless otherwise agreed, RockAdRoll shall invoice once immediately following the entering into of an agreement and thereafter, each month during the term of the agreement.
6.4. If the Advertiser has not paid an invoice within the term specified in paragraph 4.2, then it is in default and RockAdRoll can immediately enforce all claims against the Advertiser. From the moment that the Advertiser is in default until the moment it pays the sum owed in full, it is liable to pay interest of 2% per month over the amount due.
6.5. If the Advertiser does not make payment, RockAdRoll is entitled to claim from the Advertiser all the extrajudicial and judicial costs in the matter, which costs will be at least 15% of the amount due, with a minimum of EUR 1,000,-.
6.6. RockAdRoll is also entitled to terminate the agreement if the Advertiser does not make payment even after RockAdRoll has offered the Advertiser a reasonable period to pay what it owes. In the event of such termination, the Advertiser is liable to pay the damages, in addition to the agreed price in full.
6.7. In the event Advertiser does not inform RockAdRoll of the modifications in its campaign, the amounts due to RockAdRoll will be based on an estimate of the amounts due as if no modifications were made.
6.8. Should RockAdRoll at any time have any doubts about the creditworthiness of the Advertiser, RockAdRoll is entitled, prior to any (further) performance, to require that the Advertiser make an advance payment of part or the whole of the agreed price and/or require some other kind of guarantee.
6.9. Advance payments are not reclaimable. Apart from setting off any advance payments it has made, the Advertiser may not set off against, suspend or make deductions from the amount it owes.
6.10. If the Advertiser terminates all or part of an agreement before the end of the agreed term, all claims that RockAdRoll has against the Advertiser become immediately payable, without the need to serve any notice of default. In that event the Advertiser shall also pay to RockAdRoll the amount it is due during the notice period in accordance with paragraph .
6.11 There will be no possibly to refund a client that paid an advance payment.
- Intellectual property rights and rights of use
7.1. All intellectual property rights, including copyrights, on the results of the work of RockAdRoll or of any third party subcontracted by RockAdRoll, and all data with regard to the performance, generated by or with the help of RockAdRoll (hereinafter ‘Intellectual Property’), remain with RockAdRoll or such third party.
7.2. The Advertiser may only use the Intellectual Property if and to the extent agreed upon in writing. Such authorized use by the Advertiser will take place on its own expense and own risk. Insofar as there is no such agreement in writing, the Advertiser is only entitled to use the Intellectual Property supplied by RockAdRoll to the extent necessary for the execution of the agreement.
7.3. Unless agreed otherwise, the Advertiser is not permitted to transfer, encumber, lend or otherwise make available the Intellectual Property or any rights vested therein to any third party.
7.4. If the Advertiser has been supplied material by RockAdRoll uses such material in any manner other than that for which consent was given, then the Advertiser is liable to pay an amount per day which amount equals the fee paid to RockAdRoll in the month prior to such use, notwithstanding the right of RockAdRoll to claim its actual damages.
7.5. Advertiser grants to RockAdRoll the worldwide and royalty free license to, but not limited to, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform the Advertising Materials, including trademarks, service marks and logos contained in the Advertising Materials for the performance of the services to be provided by RockAdRoll.
- Warranties and indemnification
8.1. The Advertiser represents and warrants that all Advertising Material (including, without limitation, text, graphics, URLs, and sites to which URLs are linked) and the websites to which the Advertising Material shall link and the products and services offered on such websites (i) comply with all applicable laws, regulations and codes of conduct, (ii) do not infringe any third party rights, (iii) do not contain religious, violent content or adult content, such as sexual or erotic material and (iv) are not offensive in any way.
8.2. The Advertiser represents and warrants that Advertiser is authorized to publish or otherwise use the Advertising Material and have it published or otherwise used on Advertisers behalf. The liability of RockAdRoll for the Advertising Material provided by the Advertiser and the websites to which the Advertising Material shall link and the products and services offered on such websites is excluded and the Advertiser indemnifies and hold RockAdRoll harmless from and against any and all losses, liability, and expenses (including attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of the Advertising Material, the websites to which the Advertising Material shall link and the products and services offered on such websites, including without limitation claims for defamation, violation of rights of publicity, privacy, intellectual property or any other law of regulation, or a breach by the Advertiser of any representation, warranty, condition, or obligation.
9.1. In the event that RockAdRoll does not deliver the number of page views stated in the Insertion Order in the time period as agreed upon, the sole liability of RockAdRoll to Advertiser shall be limited to the obligation, upon RockAdRoll’s final determination, to either (a) continue to deliver the advertisement until it garners the stated number of page views (b) credit the undelivered page views to a future advertising run, or (c) refund the amount paid on the invoice on a pro rated basis with respect to the undelivered page views.
9.2. The total liability of RockAdRoll for direct loss is limited in any circumstances to the maximum payment that RockAdRoll has received in the 30 days immediately preceding the moment at which the liability of RockAdRoll arose. ‘Direct loss’ means only material loss that is the direct consequence of an attributable fault or an unlawful act of RockAdRoll.
9.3. The liability of RockAdRoll for loss other than direct loss as defined in paragraph [10.1], is hereby excluded. ‘Loss other than direct loss’ includes consequential loss, business loss, loss of profit, lost savings, loss due to business stagnation or interrupted communications and loss resulting from or connected with the materials supplied by RockAdRoll.
10.1. Advertiser may terminate an Insertion Order, it will do so by e-mail and on a fourteen (14) days prior notice. If Advertiser so cancels an Insertion Order, all unfulfilled contractual commitments after the 14 days notice period shall become null and void, and Advertiser shall pay RockAdRoll only for Advertising Material delivered through the end of the 14 days notice period.
10.2. Parties are entitled to terminate the agreement with the other party without notice if and as soon as the other party becomes insolvent or seeks bankruptcy or a moratorium. If when the agreement is terminated the other party has not met all its obligations, then all rights conferred on the other party shall automatically lapse, without the need for any legal step to achieve this.
- Prohibition on engagement of employees
11.1. During the term of any agreement between the parties and for a period of one year after completion of the last agreement, neither the Advertiser nor any person or company associated with the Advertiser may employ or otherwise engage the services of any employee of RockAdRoll who has been involved in any way with the performance of the agreement. Breach of such prohibition shall carry an immediate penalty equal to the payment received by RockAdRoll from the Advertiser in the 12 months preceding the moment when any such breach is committed or, where the collaboration between RockAdRoll and the Advertiser has already terminated, from the time of the termination, without prejudice to the right of RockAdRoll to recover compensation for the full amount of its loss from the Advertiser.
12.1. During the each agreement between the parties and for a period of two (2) years after termination of the last agreement, Advertiser shall not do business directly or indirectly with any publisher or other party with which RockAdRoll has placed the Advertising Materials, or directly or indirectly solicit or induce such party to do business directly with the Advertiser. Breach of such prohibition shall carry an immediate penalty equal to the payment received by RockAdRoll from the Advertiser in the 12 months preceding the moment when any such breach is committed or, where the collaboration between RockAdRoll and the Advertiser has already terminated, twice the payment received by RockAdRoll in the twelve month preceding the termination of the last agreement, without prejudice to the right of RockAdRoll to recover compensation for the full amount of its loss from the Advertiser.
13.1. Any complaint concerning the results of the provision of the services of, and invoicing by, RockAdRoll must be submitted in writing to RockAdRoll within fourteen (14) days of the provision of the services or invoice date respectively. A complaint shall not suspend the payment term of any invoice.
13.2. After the end of such period, no complaint shall be handled and the Advertiser loses any right to make a complaint.
13.3. Unless there is proof to the contrary, the data from the accounts of RockAdRoll is conclusive.
- Other terms
14.1. The Advertiser is not entitled to transfer its rights or obligations to any third party.
14.2. Each party shall treat as confidential all information received from the other party which it is reasonable to assume is of a confidential nature and shall not disclose this to any third party.
This Agreement was last revised January 2016