Effective 1 January 2009
1 Object of the agreement
1.1 Axifer accepts all Advertisements and notices ("Advertisements") from any person ("Customer") for publication on websites under Axifer control ("Axifer Publications") on the following terms and conditions ("Terms and Conditions").
These Terms and Conditions will apply to online banner and display advertising on Axifer websites ("Banner Advertising")
1.2 The advertising Terms and Conditions set out Axifer standard terms and conditions for advertising products and services Axifer supply to Customer on Axifer websites.
2 Definitions
2.1 The expression "Customer" means the advertiser and must be an individual or legal person capable to contract.
2.2 The expression "Axifer" means a director, employee or agent working for Axifer.
2.3 "Advertised Site" means the first page of Customer's web site, which is displayed when accessing the associated Uniform Resource Locator (URL) set forth in the Contract.
2.4 "Advertisement" means a graphical or text-based description of an advertised site with a hypertext pointer ("hotlink") which, when clicked by a mouse, moves Axifer end users from the Host Site to the Advertised Site designated by the Customer.
2.5 "Order" means the electronic communication which the customer complete and submit to Axifer as listed on the Axifer web site, under which the customer offer to purchase one or more services from Axifer.
2.6 "Host Site means" the page of Axifer web site, which is displayed when accessing the associated Uniform Resource Locator (URL), as set forth in the Contract.
2.7 "Static Display" means customer’s advertisement will be displayed without rotation on the Host Site.
2.8 "Rotating Display" means customer’s advertisement will be displayed on the Host Site in rotation.
2.9 "Animated Display" means customer’s advertisement will be displayed in components, in sequence to deliver a complete message.
2.10 "Material" means any of the customers (or a third party's) copyright material, brand names, trade or service marks, devices or logos.
3 Publication of Advertisements
3.1 Axifer will, subject to availability, technical limitations and these Terms and Conditions, use Axifer reasonable endeavours to publish the customer advertisement in the format submitted by the customer and in accordance with the Axifer specification published on the Axifer web site.
The positioning or placement of the customer advertisement will be at Axifer discretion unless Axifer expressly agree otherwise in writing.
3.2 Axifer may, at Axifer absolute discretion, refuse to publish any advertisement without giving any reason. No contract is formed between Axifer and
the customer until Axifer accepts the customer advertisement for publication and issue the customer with a valid tax invoice. If Axifer does refuse to publish the customer advertisement, no fee will be charged to the customer.
3.3 Axifer reserve the right to change the format of the advertisement where Axifer deem fit to do so. Axifer will endeavour to notify the customer of those changes, but Axifer will not be liable for any costs, expenses, losses or damages suffered or incurred by the customer arising from Axifer failure to publish the advertisement in accordance with the request.
3.4 Axifer may head any advertisement as "Advertisement" whenever required to do so by law or whenever we consider it appropriate, for any reason, to distinguish it from other types of content.
3.5 Particularities to Banner advertising
3.5.1 Axifer Banner advertisement is a fee-based service provided by Axifer to serve the needs of businesses. Business owners who sign up for the Service can receive placement on the Axifer site as listed on the Axifer web site.
3.5.2 Material
3.5.2.1 The customer shall submit the necessary information, data, files and other materials (type and size of the banner) as listed on Axifer web site during filling the advertisement order without errors and according to the terms of the agreement. 3.5.2.2 Submissions shall only be permitted through the Axifer Control Panel via the web site or if needed via email for changes and updates.
3.5.2.3 Unless agreed otherwise, images must be saved in GIF, PNG, or JPEG format. The addresses behind the links (URL) shall also be provided. Each advertisement shall include graphic elements and relate to the customer's offer.
3.5.2.4 After each change made to the advertisement and the target URL, Axifer shall perform an editorial check and during this time, the banner will be inactive. Axifer assumes no responsibility for the material submitted and shall not be obliged to store it, nor to return the material to the advertiser.
4 Rates and Payment
4.1 The costs vary depending on the selected product and regulated at the current price list on the web site.
4.2 The rate for the advertisement will be as published on Axifer web sites and specified in the customers invoice.
4.3 The customer must pay Axifer for the advertising services in accordance with the terms of the invoice. If no due date for payment is specified in the invoice send via email or facsimile, the customer must pay Axifer within 30 days of the date of the invoice.
4.4 The payment of recurring costs is due in advance to the calendar date of the invoice based on the at this date valid price list.
4.5 All rates and charges quoted are, unless expressly stated otherwise, inclusive VAT.
4.6 The service starts after the invoice is paid by the customer.
5 Submitting Advertisements
5.1 The data will be submitted during the order on the Axifer web sites. All necessary will be provided by the customer. If the data cannot provided at that date it must be received at least 3 working days prior to the payment via email.
5.2 If data is received by Axifer after the relevant date and causes the customer campaign to be delayed, the publication of the advertisement will be considered to have commenced on the commencement date specified in the invoice.
5.3 It is the customer responsibility to arrange and manage re-directs with third party ad servers and provide such third party with the data and lead time requirements. Axifer will not compensate the customer where campaigns are affected or delayed in any way by third party ad-server redirect problems. Axifer may, in the absolute discretion, remove any redirects from Axifer network which are delayed in serving advertisements.
5.4 All click-through URL’s must enable the browser’s ‘back’ feature to allow users to return to Axifer website.
5.5 If the customer submits advertising material to us electronically, the material must comply with Axifer specifications. Axifer can reject the advertising material if it is not submitted in accordance with such specifications.
6 Other Advertising Conditions
6.1 The customer must promptly:
(a) check any proofs of advertising, if Axifer has arranged to provide you with any;
(b) notify Axifer of any errors in the proofs or in any advertisement that Axifer publish for the customer.
6.2 Axifer does not accept any responsibility for errors in advertising material that has been submitted electronically by the customer.
7 Duration and Cancellation
7.1 The contract is concluded for the time mentioned in the invoice and extends each for the same period if the contract is not cancelled in written form by one of the parties with a cancellation period of 1 week to the end of the contract.
7.2 Axifer reserves the right to reject or cancel the contract at any time especially if the content violates laws or official orders or contradicts Axifer interests.
7.3 Axifer will remove all advertisement used from the web sites after the end of the contract.
7.4 Even if a contract has been formed between Axifer and the customer, Axifer reserve the right to refuse or withdraw the advertisement from publication at any time, without giving reasons, even if Axifer has previously published the same or similar advertisement.
7.5 Axifer may, without prior consultation or notice to the customer, amend your advertisement in any way whatsoever, if Axifer believe that the publication of the advertisement would be offensive, in breach of any law, in breach of any pre-existing agreement Axifer have with a third party or in breach of a third party’s rights. If Axifer amend the advertisement, this will not reduce the price agreed for publication of the advertisement.
7.6 Cancellation of any advertisement or campaign must be received in writing from the customer no less than 1 week before the commencement date in the invoice in order to receive a 100% refund. Any cancellations after this date will be subject to a minimum cancellation fee of 100% of the total cost as set out on Axifer web sites. Campaigns cancelled at the customer request after commencement will not be entitled to a refund of the unused portion of the campaign.
7.7 The invoice is valid for 1 week from the time Axifer provide it to you. If the invoice is not paid within this time, the order may not be fulfilled.
8 Failure to Pay
8.1 If the customer fail to pay for the advertising services in accordance with the invoice and these Terms and Conditions, or if the customer commit an act of bankruptcy, become insolvent, have a receiver or administrator or liquidator or manager appointed over any of the customer assets or if the customer resolve to wind up the company, then Axifer may (at Axifer absolute discretion) cancel any current advertising campaign and terminate any agreement for advertising that is yet to be published; require cash payment in advance for future advertising; charge interest at a rate of 2% per calendar month on overdue amounts; take proceedings against the customer to recover any overdue amount; recover from the customer all costs relation to any action taken against the customer by Axifer to recover overdue amounts, such costs will include, without limitation, mercantile agency costs and legal costs on a full indemnity basis; and exercise any other rights Axifer have at law.
9 Customer Warranties
9.1 By submitting advertising material to Axifer or authorising or approving the publication of advertising material by Axifer on the customers behalf, the customer warrant that the advertising material complies with all relevant laws and regulations and that its publication will not give rise to any claims or liabilities against Axifer.
9.2 Without limiting the above, the customer warrant that the advertising material submitted, authorised or approved by the customer does not breach or infringe any copyright, trade mark, obligation of confidentiality or other personal or proprietary rights; any law of defamation, obscenity or contempt of any court, tribunal or commission; anti-discrimination legislation or any other law (including but not limited to any law, statute, delegated legislation and rule).
9.3 The customer accepts to pay a contractual penalty of 10000 Euro per case of breach. Axifer reserves the right to claim higher compensation in case of higher damages. Axifer reserve the right to cancel the contract with immediate effect if the customer violates one of the conditions mentioned within this Terms and Conditions.
10 Indemnity
10.1 By submitting, authorising or approving advertising material for publication by Axifer, the customer indemnify Axifer against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly, from the publication of the advertising material.
10.2 Without limiting the generality of the above, the customer indemnify Axifer against any costs, expenses, losses, damages, liability and claims suffered or incurred and arising from the customer breach of these Terms and Conditions and any negligent or unlawful act or omission by the customer in connection with the advertising.
11 Liability
11.1 Axifer makes no representation or warranty in relation to the number of visitors to the Axifer websites or the number of impressions at any site except for any made expressly in writing by Axifer.
11.2 Except for any warranty or representation made expressly in writing by Axifer, the customer acknowledges that the customer has not relied on any advice given or representation made by Axifer or on our behalf in connection with the advertising.
11.3 Axifer has no liability to the customer and the customer indemnifies Axifer in relation to any failure of telecommunications services or systems which affect Axifer receipt of the customer advertisement or the publication of your advertisement.
11.4 Axifer excludes all implied conditions and warranties from these Terms and Conditions, except any condition or warranty which cannot be excluded ("non-excluded conditions").
11.5 Axifer limit the liability for: breach of any non-excluded condition (to the extent that liability for such breach can be limited); and any other error or omission in publishing caused by Axifer; to (at Axifer option) re-supply of the advertising services affected by Axifer breach or payment of the cost of re-supply.
11.6 Subject to the above sub-clauses, Axifer excludes all other liability to the customer for any costs, expenses, losses and damages suffered or incurred by the customer in connection with these Terms and Conditions and any advertisement published by Axifer, whether that liability arises in contract, tort (including by our negligence) or under statute. Without limitation, Axifer will not, in any circumstance, be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
12 Privacy
12.1 Axifer may need to collect and hold your personal information in order to provide the advertising services to the customer. The personal information will be held subject to Axifer Privacy Policy.
12.2 Axifer Privacy Policy allows Axifer to use the customer personal information for purposes related to the customer purchase of the advertising services, such as making the customer aware of Axifer other products and services.
13 Changes to Terms and Conditions
13.1 Axifer may change these Terms and Conditions at any time without notice to you. Those changes will apply to the provision of advertising services after the date the change becomes effective. Axifer and the customer will be bound by the Terms and Conditions that are current as at the date of invoice.
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