Advertise Terms & Conditions
BT Vision – Advertising Terms and Conditions
1: Definitions
In this Contract the following expressions shall have the meanings set out below:
‘Advertisement’
Means an advertisement shown within the Content or on the Website that has been approved by BT.
‘Advertisement Copy’
Means any advertising material provided to BT by the Buyer for the Advertisement. Delivery of Advertisement Copy shall be deemed to Have been made only when BT’s technical requirements have been met.
‘Advertisement Copy’
Means the original digi-beta master tape which shall be supplied to BT in Requirements’ the following formats: 1 copy on Digital Beta SP; as well the script; music cue sheets, consignment notes as applicable and any other information or materials relating to the advertisement reasonably requested by BT. The Advertisement Copy Requirements shall be delivered to in the form set out at:
http://www.ad2onegroup.com/html/creative_tech_specs.html
BT requires that each Digital Beta SP contains only 1 advertisement. BT reserves the right, at its discretion, to reject any tape that contains multiple advertisements on it.
‘Advertiser’
Means a person, company or organisation who enters into this Contract by making a booking otherwise than through or by means of an advertising agent or agency.
‘Affiliate’
Means in respect of either party, any entity controlled by, controlling, or under common control with that Party, where control means holding the majority of voting rights.
‘Agency’
Means a person, company or organisation carrying on the business involving the selection and purchase of advertising space or time for a person, company or organisation wishing to advertise.
‘BT’
British Telecommunications plc of 81 Newgate Street, London EC1A 7AJ registered in England Number 1800000, its successors and assigns as permitted by the Contract.
‘BT Competitor’
Means any competitor of BT determined in BT’s absolute discretion, I list of which is available upon request.
‘Buyer’
Means either the Agency or Advertiser, as the case may be, who has entered this Contract.
‘Charges’
Means the cancellation or postponement charges set out in the table in clause 5.2.
‘Content’
Means the downloadable content on the Website within which the Advertisement will appear.
‘Contract’
Means these terms and conditions and the Order Confirmation.
‘Fees’
Means the total amount, exclusive of VAT, payable by the Buyer as set out on the Order Confirmation.
‘Information’
Means information whether in tangible or any other form, including, without limitation, specifications, reports, data, notes, documentation, drawings, software, computer outputs, designs, circuit diagrams, models, patters, samples, inventions, (whether capable of being patented or not) and know-how, and the media (if any) upon which such information is supplied.
“Intellectual Property Right(s)”
Any patent, petty patent, copyright, design right, community design right, semiconductor topography right, registered design, rights in know-how, or any similar right in any part of the world and shall include any applications for the registration of any patents or registered designs or similar rights capable of registration in any part of the world.
‘Order’
Means the details of the Advertisement(s) agreed between BT and the Buyer, as set out set out in an Order Confirmation.
‘Order Confirmation’
Means the form entitled ‘Order Confirmation’ setting out the Advertisement details agreed between BT and the Buyer.
‘Parties’
Means BT and the Buyer.
‘Rate Card’
Means the different cards on which prices for Advertisements are published by BT, as amended from time to time.
‘Slot’
Means the start and end dates agreed on the Order Form for when the Advertisement is placed on the Website or in the Content.
‘Term’
Means the term indicated in the Order Confirmation during which the parties will work together under this Contract.
‘Website’
Means the BT Vision website located at www.downladstore.bt.com or any subsequent URL;
‘Working Day’
Means Monday to Friday inclusive in each week except any bank or public holiday in the UK.
2. The Contract
2.1 This Contract sets out the terms and conditions for the Advertisement to appear on the Website or in the Content.
By submitting an Order Confirmation for an Advertisement, the Buyer accepts in full the Contract terms.
3. Advertising Agencies and Commissions
The provisions of this clause 3 only apply to arrangements between BT and an Agency.
3.1 The Agency shall be deemed to contract as principal in all respects and as such will be personally responsible for the payment of advertising accounts.
3.2 Commission of up to 15% will be paid by BT to the Agency. Such commission will be paid by way of deduction by BT from payments owed by the Agency to BT. The commission payable to the Agency will be reduced by the amount of any additional costs payable by the Agency to BT for any late payment by the Agency of sums due and payable by it, and any surcharges payable by the Agency for the submission of late Advertisement Copy in accordance with clauses 4.4 and 4.5 of this Contract.
3.3 BT will, in its sole discretion, consider applications for commission from overseas advertising agencies. Commission granted shall be up to 15% and will be paid by way of a deduction from the relevant invoice from BT to the overseas advertising agency.
3.4 If any Affiliate of the Agency is entitled to the benefit of this Contract under a relevant Order Confirmation: the Agency shall be responsible for the acts and/or omissions of its Affiliates in connection with the Contract;
3.4.2 The Agency will remain the BT’s sole point of contact regarding the Contract;
3.4.3 Affiliates in the United Kingdom only shall be entitled to benefit from this Contract;
3.4.5 The Agency will be liable to BT for the acts or omissions of the Affiliate as if they were acts or omissions of the Agency to the extent they breach the Agency’s obligations under this Contract or are otherwise stated in this Contract to apply to such Affiliates;
3.4.6 All claims arising out of or in connection with this Contract from an Affiliate against BT in respect of a breach of contract, tort (including negligence), breach of statutory duty or otherwise however arising from this Contract shall be brought, to the extent permissible in law, by the Agency itself on behalf of the Affiliate;
3.4.7 Where an Affiliate brings a claim directly against BT in breach of clause 3.4.6 above the Agency will indemnify BT against such claim and against all reasonable costs and expenses incurred by BT in defending such claim.
4. Acceptance of Advertisements
The Buyer shall ensure, prior to delivery to BT, that the Advertisement: Complies with all relevant legislation and legal requirements and abides by all rules and codes and as updated from time to time, including but not limited to: the British Codes of Advertising and Sales Promotion and Direct Marketing Code (CAP Code) and rulings of the Advertising Standards Authority; and any other relevant codes of advertising standards laid down whether on a statutory or self regulatory basis within the advertising and promotion industry; and will ensure that all Advertisements produced by it are legal, decent, honest, truthful, comply with BT’s Acceptable Use Policy www.bt.com/acceptableuse and do not advertise any BT Competitor.
4.2 Advertisements will only be shown either on the Website or within the Content if they are approved by BT, such approval being dependent upon the Buyer’s compliance with clause 4.1 above, submitted in accordance with the Advertisement Copy Requirements, and satisfy BT’s technical requirements, .
4.3 Advertisements must be delivered to BT not less than ten Working Days before the start of the Slot
4.4 If the Buyer fails to comply with clause 4.2, BT may, in its sole discretion, accept the Advertisement, provided that:
4.4.1 if BT decides in its sole discretion that the Advertisement is unsuitable, BT is not obliged to notify the Buyer of such decision; and
4.4.2 if the Advertisement is delivered less than five clear Working Days before the first intended Slot the Buyer shall at the discretion of BT be liable to pay in full for the Slots booked, whether or not any Advertisement is in fact used by BT as intended under this contract.
4.5 Notwithstanding the provisions of clauses 4.2, and 4.3, if BT decides that the Advertisement is unsuitable, BT shall notify the Buyer accordingly, who must supply an alternative Advertisement as soon as practicable and in any case not later than five clear Working Days prior to the Slot.
4.6 The provisions of paragraphs 4.2 and 4.3 above shall be without prejudice to any special arrangements agreed between the Parties for bookings made at shorter notice.
4.7 Notwithstanding the provisions of clause 4.3.1, BT reserves the right in its absolute discretion without incurring any liability, howsoever arising, to decline to use any Advertisement without giving any reason in writing for so declining. , The Buyer shall not be liable to pay for any Advertisement which BT declines to use in accordance with this clause 4.7.
4.8 BT reserves the right, in its absolute discretion, to refuse any Advertisement which advertises more than one product or service or a BT Competitor. In the case of Advertisements advertising more than one product or service, BT may charge such Advertisement at a rate equivalent to that which BT would have charged had the Advertisement for each product or service been submitted to it separately.
5. Cancellation and Postponement
5.1 Any Order may be cancelled by either Party provided that notice in writing is received and acknowledged by BT or the Buyer, as the case may be, not less than eight (8) weeks before the first intended Slot
5.2 Cancellation or postponement requests for Advertisements made by the Buyer less than eight (8) weeks before the first intended Slot shall be considered by BT and may be accepted at BT’s absolute discretion subject to the following Charges:
| Period of time prior to the first intended Slot | Percentage of fees owed by the Buyer for the relevant Advertisement |
| 6 weeks or more | 20% |
| 4 weeks or more | 35% |
| 2 weeks or more, but less than four weeks | 50% |
| 2 weeks or less | 100% |
5.2.1 If individual Advertisements are cancelled in accordance with this clause 5.2, the Charges shall apply.
5.3 Unless an Order is cancelled in accordance with this Contract, if the Buyer fails to deliver an Advertisement in accordance with Clause 4 the Buyer will remain liable to pay all Fees and Charges in full whether or not BT uses the Advertisement.
5.4 BT reserves the right to retain all payments made in advance for any cancelled Advertisement.
5.5 Any postponement of an Advertisement for which the Buyer has prepaid, must be recommitted at the time of postponement to a time not more than six (6) calendar months after the first intended Slot Any postponed Advertisement not recommitted within six (6) calendar months of the first intended Slot shall be subject to BT’s cancellation charges of 100% of the total Fees..
5.6 Any postponement of an Advertisement for which the Buyer has not pre-paid or an Advertisement which is subject to any significant amendment shall be at BT’s sole discretion. Any acceptance by BT of such postponement or amendment shall require immediate pre-payment in full for the recommitting of the Advertisement to a later date.
5.7 If BT terminates any Order in accordance with Clause 7.3 below at any time after 6 weeks before commencement of the first intended Slot, then the Fees and Charges for all Slots booked in relation to the Advertisement shall become payable immediately on such termination.
6. Pricing, Payment and Invoicing
6.1 The Buyer agrees to pay all Fees and Charges in accordance with this clause 8. The price for each Advertisement shall be calculated from the relevant Rate Card.
6.2 BT will issue invoices for the Fees and/or Charges plus VAT to the address for the Buyer shown on the Order Confirmation.
6.3 The Buyer shall pay in full each BT invoice within 30 days from the date of each invoice.
6.4 BT reserves the right to, at anytime; require the Buyer, as the case may be, to either:
6.4.1 Pay the full amount due for each Advertisement in advance; or
6.4.2 Pay a deposit or provide a guarantee as security for paying future charges.
6.5 For the avoidance of doubt, if the Buyer, ceases to be an approved credit customer of BT in accordance with BT’s policies, BT reserves the right by notice in writing to invoice the Buyer immediately for any Fees and Charges payable and outstanding for the entirety of any Advertisement, and such amount shall be payable in accordance with Clause 8.3.
6.6 In the event of an invoice not being paid in accordance with this Clause 8, BT reserves the right without prejudice to all its other rights: not to accept further bookings from the Agency or the Advertiser as the case may be; to refuse to use all Advertisements to which the invoice relates; to treat any amount due to BT as a simple debt recoverable forthwith; and iii) to charge interest on all monies outstanding beyond the due date for payment at a rate of 2% above the base rate of Bank of England in the UK per annum, calculated and accrued daily, and the Buyer shall indemnify BT in relation to any and all expenses (including without limitation legal fees and disbursements) incurred by BT in collecting any amount outstanding beyond the due date and any interest thereon.
The existence of a query on any individual item in an invoice will only affect the payment of that individual item, and all other amounts shall remain payable in accordance with this Clause 8. The Buyer must notify BT of any query within seven (7) Working Days from the receipt of the invoice. No charges may be brought into dispute by the Buyer after this time.
All payments of invoices shall be made in full and it shall not be open to the Buyer to claim any rights of set off or to make any counterclaim in any proceedings brought by BT in respect thereof. BT is entitled to set off any monies due to it by the Buyer, as the case may be, against any monies due by BT to the Buyer, as the case may be, (or any of the Buyer’s Affiliates).
7. Suspension or Termination
7.1 BT may, by notice in writing to the Buyer, suspend or terminate any Order at any time upon the happening of any of the following:
7.1.1 if the Buyer fails to agree express terms as to price and/or scheduling in respect of Advertisements prior to the first scheduled Slot of such Advertisements; or
7.1.2 any changes in legislation or BT’s status as a regulated entity prevent it from continuing or, in BT’s reasonable opinion, make it more onerous for BT to use the Advertisement or otherwise fulfil its obligations under this Contract; or
7.1.3 The activities or conduct of the Buyer or activities relating to its business are considered by BT to be detrimental to BT reputation; or
7.1.4 If the ownership or control of the Agency or Advertiser is materially changed to (in BT’s reasonable opinion) BT’s detriment
7.2 If the Buyer commits a material breach or persistent breaches of the Contract, and in the case of a breach which is capable of remedy, fails to remedy the breach within 7 days of written notice from BT to do so then BT shall have the right:
7.2.1 At any time to terminate the whole (or, at BT’s option) any part of the Contract to be performed; and
7.2.2 to recover from the Buyer all directly resulting losses and expenses.
7.3 BT shall have the right at any time to terminate the Contract immediately and to recover from the Buyer all directly resulting losses and expenses if the Buyer shall become insolvent or cease to trade or compound with its creditors; or a bankruptcy petition or order is presented or made against the Buyer ; or where the Buyer is a partnership, against any one partner, or if a trustee in sequestration is appointed in respect of the assets of the Buyer or (where applicable) any one partner; or a receiver or an administrative receiver is appointed in respect of any of the Agency’s or Advertiser’s assets; or a petition for an administration order is presented or such an order is made in relation to the Buyer; or a resolution or petition or order to wind up the Buyer is passed or presented or made or a liquidator is appointed in respect of the Buyer (except for reconstruction or amalgamation).
7.4 Upon termination, the rights and obligations of the Parties under this Contract shall terminate and be of no future effect, except that:
7.4.1 any rights or obligations to which either of the Parties to this Contract may be entitled (including BT’s right to be paid any monies due and owing by the Advertiser or Agency) or be subject before such termination shall remain in full force and effect; and
7.4.2 Clauses 1, 2, 3, 7, 9, 11, 12, 13, 18 shall remain in full force and effect.
7.5 Each right of BT under this clause is without prejudice to any other right of BT under this Condition or otherwise.
8. Limitation of Liability
8.1 BT shall incur no liability for any costs, losses, damages or expenses incurred by the Buyer arising as a result of or in connection with:
8.1.1 Loss of or damage to the Advertisement whether in the studios or in transit;
8.1.2 any losses occasioned by errors or failures occurring during automatic electronic updating of data; any error in any Advertisement except to the extent that such error is due solely to the fault of BT in which case BT’s sole liability to the Buyer shall be that the Advertisement shall not be charged for; any failure to meet any agreed rating target (whether or not guaranteed); for any addition to, changes in or deletions from any Advertisement required by any law, regulation or code of practice.
8.2 While BT will use its reasonable endeavours to take care of the Advertisements, BT cannot, except to the extent required by law, accept liability for the delay in delivery, loss or damage whether in the studios or in transit Unless otherwise instructed, prints or commercials may be destroyed by BT if not transmitted for a period of eight (8) weeks without further reference to the Agency or the Advertiser, as the case may be.
8.3 Subject to paragraph 10.5 of this clause, BT shall not be liable under or in connection with the Contract for any indirect or consequential loss or damage.
8.4 Notwithstanding the provisions of clauses 10.1, 10.2 and 10.3 above subject to clause 10.5 below, the maximum liability that BT shall have in the event that BT is held liable for damages or losses suffered by the Advertiser or the Agency shall be the lesser of three times the amount payable by the Advertiser or the Agency to BT for the affected Advertisement or £100,000.
8.5 Paragraphs 8.1, 8.2, 8.3, 8.4 of this clause shall not apply to loss or damage arising out of or in connection with:
8.5.1 Death or personal injury or loss or damage for which liability cannot be limited or excluded by law; or
8.5.2 The wilful failure or gross negligence of either party in performing its contractual obligations; or
8.5.3 The Conditions headed “Intellectual Property” or “Confidentiality”.
9. Warranties and Indemnities
9.1 The Buyer, warrants and undertakes that:
9.1.1 it will be responsible for obtaining, maintaining and paying for all necessary permits, licences, authorisations and any other consents (whether statutory or otherwise) required to perform its obligations under this Contract, including, but not limited to, the Slot of any advertising on the Website or in the Content or copyright material contained in, or the appearances of any person in, the Advertisement , including without limitation any music rights or performing rights;
9.1.2 No Advertisement will breach the copyright or other rights, including Intellectual Property Rights, or be defamatory, of any third party.
9.1.3 It will comply with all applicable legislation in connection with the performance of its obligations under or in connection with this Contract; and
9.1.4 it will comply with clause 4.1; and
9.1.5 the Advertisement will not otherwise be in anyway misleading, defamatory, obscene, indecent or otherwise offensive.
9.2 Notwithstanding anything to the contrary contained herein, the Buyer will indemnify and hold harmless and keep BT indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from:
9.2.1 Any breach or threatened or purported breach of the above warranties;
9.2.2 Any breach or threatened or purported breach of any of the Buyer’s obligations as set out in this contract;
9.2.3 The use by BT, of the Advertisement on the Website or in the Content in the form submitted or prescribed by the Buyer. Or
9.3 BT shall:
9.3.1 Give notice to the Buyer of any relevant liability, damage, loss, costs and expenses within a reasonable period of BT becoming aware of them;
9.3.3 Assist the Buyer, at the Buyer’s reasonable request, in mounting a defence to the relevant claim.
9.4 In the event of any challenge by any regulator or other law enforcement body in connection with BT’s compliance with legislation, the Buyer shall co-operate fully with BT and provide such assistance as may be required by BT in connection with such challenge.
10. Confidentiality
10.1 Subject to the clause headed ‘Intellectual Property”, either party receiving Information (”the Recipient”) from the other shall not without the other’s prior written consent use such Information except for Contract purposes or disclose such Information to any person other than BT’s employees, agents and contractors or contract personnel who have a need to know and who are bound by equivalent obligations of confidentiality. Any breach of such obligations by contract personnel or BT’s employees, agents or contractors (as the case may be) shall be deemed to be a breach by the Buyer, or BT respectively.
10.2 Paragraphs 12.1 of this clause shall not apply to Information that is:
10.2.1 Published except by a breach of the Contract; or
10.2.2 Lawfully known to the Recipient at the time of disclosure and is not subject to any obligations of confidentiality; or
10.2.3 Lawfully disclosed to the Recipient by a third party without any obligations of confidentiality; or
10.2.4 Replicated by development independently carried out by or for the Recipient by an employee or other person without access to or knowledge of the Information.
10.3 No Buyer will publish any information about the Contract, nor make any reference to BT in any publicity or marketing material without BT’s prior written consent, such consent not to be unreasonably withheld or delayed. BT shall be entitled to refer to the Buyer’s association with BT and the advertising placed hereunder to promote BT and its advertising and sponsorship business generally.
10.4 Either party that has during the course of the Contract received Information in a recorded form from the other (or has recorded received Information) shall return or destroy (at the option of the disclosing party) such records upon:
(a) Expiry or termination of the Contract; or
(b) Upon earlier request
10.5 Notwithstanding any other provision set out herein, it shall not be a breach of this agreement for either Party to disclose any Information given to it pursuant to a court order or a binding request from a Regulator with jurisdiction or from any other third party with statutory power to require the disclosure of such Information, provided that so far as it can the affected Party gives all reasonable notice of such disclosure to the other Party.
11. Intellectual Property
11.1 The Buyer, warrants that it is the owner of, or is licensed by the owner to use, all Intellectual Property Rights (including any Copyright or Trade Marks) in the Advertisement provided by the Buyer to BT and will indemnify BT against all claims and proceedings arising from the Advertisement .
11.2 All Intellectual Property Rights created by BT in connection with this Contract will remain the property of BT or its licensors.
12. Force Majeure
12.1 Notwithstanding the provisions of clause 14.2, if BT’s Website activities are restricted, curtailed or prevented by any law, act, matter or thing beyond its reasonable control (“Force Majeure Event”),BT may, notwithstanding any other provision of this Contract terminate any contract between BT and the Buyer, without prejudice to BT’s right to be paid by the Buyer any monies due and owing by the Buyer to BT at the time of such termination.
12.2 Without affecting the scope or effect of clause 14.1, if either Party (the ‘Affected Party’) is prevented or delayed in whole or in part from complying with its obligations under the Contract by reason of a Force Majeure Event, it will notify the other party, giving details thereof. The Affected Party will be relieved of its obligations under this Contract to the extent that its performance is hindered or delayed by such Force Majeure Event, although the Affected Party shall be required to use all reasonable endeavours to minimise the effect of the Force Majeure Event on the performance of its obligations. If the Force Majeure Event continues for a period of more than six (6) months, the other Party shall be entitled to terminate the affected Advertisement by notice in writing to the Affected Party. This termination will be subject to BT’s charges calculated in accordance with Clause 7.
13. Assignment
13.1 The Buyer shall not assign or subcontract the whole or any part of the Contract without BT’s prior written consent, which, if given, shall not affect the Buyer’s obligations or liabilities under the Contract.
13.2 BT shall be free to assign, sub-contract and otherwise deal freely with this agreement including all or part of its rights and/or obligations under the agreement to any third party without the other party’s’ consent by providing written notice to the other party (and such consent is hereby deemed to be given by the Buyer).
14. Variations
14.1 BT may change the terms and conditions of the Contract at any time and will publish the new revised terms and conditions on the BT Vision Website.
14.2 The updated terms and conditions of the Contract will apply from the date of publication on the BT Vision Website.
15. Notices
15.1 If the Parties need to write to each other they must write to the address shown for each Party on the Order Confirmation.
15.2 Written notices under the Contract may be delivered by hand, post, facsimile transmission or e-mail and shall be deemed to be given upon receipt (except notices sent by facsimile transmission, which shall be deemed to be given upon transmission).
16. General
16.1 In the event of any conflict between these terms and conditions and the Order Confirmation, these terms and conditions shall prevail.
16.2 The invalidity or unenforceability for any reason of any provision of the Contract shall not prejudice or affect the validity or enforceability of its other provisions.
16.3 The headings to the Contract provisions are for reference only and shall not affect their interpretation.
16.4 No delay, neglect or forbearance by any Party in enforcing any provision of the Contract shall be deemed to be a waiver or in any way prejudice any rights of that Party.
16.5 No delay or waiver or failure to exercise or enforce any right or remedy under this Contract shall constitute a waiver of that right or remedy or any other right or remedy under this Contract or operate so as to prevent the subsequent exercise or enforcement of any such right or remedy. Any such waiver will not be effective unless it is in writing signed by a duly authorised director of the waiving party (as notified to the other party from time to time).
16.6 In relation to its subject-matter, the Contract is the entire agreement and understanding between the parties in respect of all matters which are referred to herein, supersedes any prior written or oral agreement between them relating to such matters and governs their relationship to the exclusion (to the extent permitted by law) of any other terms and conditions, including, without limitation, those upon which any quotation or tender response has been given to BT. The parties confirm that they have not entered into this Contract on the basis of any representations that are not expressly incorporated in this Contract. However, nothing in this Contract purports to exclude liability for any fraudulent statement or act.
16.7 The Contract is governed by the law of England and Wales and both Parties submit to the non-exclusive jurisdiction of the English courts.
16.8 Neither party shall be deemed to be, nor in any way represent itself as, an agent of the other party and shall have no authority to bind or enter into any obligation on behalf of the other party in any way.
16.9 Except as expressly set out in the Contract no assignment of or licence under any Intellectual Property Right or trade mark or service mark (whether registered or not) is granted by the Contract.
16.10 A person who is not a party to the Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.