Terms and Conditions for Advertisers

Quick Overview !
Activity Days Direct offers advertisers the opportunity to place details of their products and services, along with images, on our website and link to specific pages of their website. We provide login access to an admin system where you may control every aspect of your company and product details and we own a network of 'experience' websites where your adverts may also appear at our discretion. We also have plans to offer our content (i.e. your adverts) to selected partner sites in order to further extend your advertising reach.

All we ask is that advertisers use our website in a responsible manner and only for the purpose for which it was intended. Describe your products and services accurately, provide representative images, do not use of foul or abusive language in your adverts, do not breach trademark or copyright laws and prevent unauthorised personnel from obtaining your username and password.

We will invoice you at the end of every month by email and you must pay us within 14 days of the end of the month. Your account will be suspended if payment is not made by the due date and we offer a range of payment methods including credit cards to assist you in the timely settlement of your outstanding balances. Invoices can be printed from the supplier admin system, so non-receipt of an invoice is not an acceptable excuse. We will suspend your account if you breach these terms.

In return for not misusing this facility, sticking to our editorial guidelines and paying promptly, we promise to do everything we can to help you maximise the effectiveness of your campaign.

Now for the legal bit.............

Terms

Activity Days Direct (Grand Adventures Ltd) Programme Service Agreement (the "Service Agreement")

This Agreement (as defined below) is entered into by you, being the party listed on the account you create ("Customer") and Grand Adventures Ltd , registered number: 3612516 ("ADD-GAL").

THE PARTIES AGREE AS FOLLOWS:

1. Definitions

"Agreement" means this Service Agreement, the FAQs and the Editorial Guidelines;
"Creatives" means all ad content and URLs which are subject to the Editorial Guidelines;
"Editorial Guidelines" means the Programme's (i) text ad editorial guidelines; and (ii) image ad editorial guidelines located at: http://www.activitydaysdirect.co.uk/Supplier/SCC/index.php?cmd=supsccguidelines;
"FAQs" means the frequently asked questions for the Programme located at: http://www.activitydaysdirect.co.uk/Supplier/SCC/index.php?cmd=supsccfaq.
"ADD-GAL Property" means any website, application, property owned, operated or provided by ADD-GAL excluding content pages on ADD-GAL;
"Partner" means the third party owner and/or operator of a Partner Property;
"Partner Property" means any website, application, content or property owned, operated or provided by a Partner upon which ADD-GAL places Customer ads;
"Programme" means the ADD-GAL programme as described in this Agreement; and
"Target" means any keyword, category and/or other targeting mechanism.

2. Placement.
ADD-GAL shall use reasonable endeavours to place Customer's ads: (a) on the ADD-GAL Property and/ or (b) having regard to the selections made by Customer (using the online admin system) on: (i) content pages on ADD-GAL and ADD-GAL Partners; and (ii) search pages of ADD-GAL’s Partners. Customer acknowledges that ADD-GAL does not and cannot guarantee the placement and/or the timing of delivery of any impressions of an ad, clicks on such ad, or the number of any impressions, conversions or clicks on any ad whether on any Partner Property or ADD-GAL Property or content pages on ADD-GAL or sections of such properties.

3. Creatives and Positioning
3.1 Customer shall ensure that the language of Creatives and destination pages is consistent.
3.2 Customer acknowledges and agrees that: (i) the positioning of ads on an ADD-GAL Property, content pages on ADD-GAL or any Partner Property (if applicable) is at ADD-GAL's and/or Partner's sole discretion respectively; (ii) ADD-GAL may offer the same Target to more than one advertiser; and (iii) its ads may not be displayed if for a given Target there are more advertisers or ads than available display positions.
3.3 Customer is solely responsible for all: (i) Targets whether generated by or for Customer; (ii) Creatives whether generated by or for Customer ; (iii) content on the domain reached by clicking on the Creative URLs; and (iv) the services and products advertised (together the "Advertiser Services").
3.4 ADD-GAL and/or any Partner shall have the right at any time to reject, or remove any ad, Creative and/or Target for any or no reason. In addition, ADD-GAL may modify the size and/or format of ads (i) to the extent reasonably required to comply with policies related to any ADD-GAL Property, content pages on ADD-GAL or any Partner Property (including without limitation modifying image ads in the manner set out in this Agreement).

4. Partner Properties.
Even if Customer's ad(s) are placed on Partner Properties, Customer agrees to direct to ADD-GAL any communication regarding Customer's ad(s) on any Partner Property(ies). In addition, if Customer's ads are displayed on Partner Properties, Customer acknowledges and agrees that the display of such ads shall provide Partner(s) with access to the content of ads, including any URL(s), any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks.

5. Prohibited uses.
Customer shall not, and shall not allow any third party to: (i) generate fraudulent or otherwise invalid impressions of or fraudulent or otherwise invalid clicks on Customer's ad(s) or third-party ad(s), including but not limited to using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimisation services and/or software; (ii) advertise substances, services, products or materials that are illegal in any state or country where a Customer ad is displayed; (iii) violate any policy posted on any ADD-GAL Property, as revised from time to time, in particular but without limitation, the ADD-GAL Privacy Policy (www.activitydaysdirect.co.uk/privacy.php) and the Trademark Guidelines (www.activitydaysdirect.co.uk/Supplier/SCC/index.php?cmd=supsccguidelines) (iv) engage in any other illegal or fraudulent business practice under the laws of any state or country where an ad is displayed; (v) include links to any website(s) as part of Customer's ad, unless the content found at such site(s) is relevant to Customer's Target(s) and/or Creatives.

6. Payment, pricing and reporting.
ADD-GAL shall invoice Customer in accordance with the payment method selected by Customer using the online admin system. All charges shall be paid by Customer in such currency as supported and approved by ADD-GAL. Charges are subject to V.A.T. at the prevailing rate and shall be paid by Customer by credit card (or such other method as agreed in writing by ADD-GAL). ADD-GAL shall charge Customer’s credit card within 14 days of the end of each calendar month providing the minimum invoice amount has been reached. We may ask for interim payment if an account accrues clicks very quickly. Invoices will be emailed to the Customer and can be printed from the online admin system. Customer shall pay the charges (including (if applicable) VAT and any other applicable taxes or charges imposed by any government entity). ADD-GAL may change its minimum pricing at any time. Charges shall be calculated solely based on records maintained by ADD-GAL. ADD-GAL shall provide Customer with password-protected access to 24/7 online reporting information so that Customer may monitor its campaign. Refunds (if any) are at the discretion of ADD-GAL and only in the form of advertising credit for ADD-GAL Properties.

7. Representations and warranties.
Customer represents and warrants that (i) it is authorised to act on behalf of and bind to this Agreement any third party for which it generate ads; (ii) all of the information provided by Customer to ADD-GAL to enroll in the Programme is correct and current; (iii) it has the right to permit ADD-GAL and any Partner(s) to use, reproduce, display, transmit and distribute Customer's ad(s) (including any Targets and all Creatives) ("Use"); and (iv) such Use in accordance with this Agreement, the ads (including any Targets and Creatives) and the websites linked from Customer ads (including without limitations Advertiser Services therein) shall not: (a) violate or encourage violation of any law or applicable regulation or code of practice (including without limitations the CAP Code in the UK and it's equivalent in any other jurisdiction); (b) infringe any intellectual property rights of any third party or contain any material which may be harmful, abusive, obscene, threatening or defamatory. Each party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either party's liability for fraud.

8. Indemnity.
Customer shall indemnify and defend ADD-GAL, its agents, affiliates, directors, officers, employees and Partners ("ADD-GAL Indemnified Persons") from and against any claims, losses, liabilities, expenses, damages and settlement amounts (including legal fees and costs) incurred by any ADD-GAL Indemnified Person(s) arising out of Customer's breach of of clauses 5 and/or 7of this Service Agreement. These indemnification obligations shall exist only if ADD-GAL: (a) promptly notifies the Customer of any claim; (b) provides Customer with reasonable information and cooperation in defending the claim; and (c) gives Customer full control and sole authority over the defence and settlement of such claim. The ADD-GAL Indemnified Persons may join in the defence with counsel of its choice at its or their own expense.

9. Limitation of liability.
9.1 Nothing in this clause 9 shall limit liability for death or personal injury caused by a party's negligence.
9.2 Other than the payment obligations set forth in clause 6, indemnity obligations set forth in clause 8 and/or a breach of clause 10 (Confidentiality): (i) each party's liability to the other shall be limited to the amount paid or payable by Customer to ADD-GAL under this Service Agreement; (ii) neither party shall be liable in contract, tort (including, without limitation, negligence), for pre-contract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; or any special, indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement.

10. Confidentiality.
10.1 Subject to clauses 10.2 and 10.3, during the term of this Agreement and for a period of two years following termination of this Agreement, neither party shall disclose Confidential Information of the other party to any third party without prior written consent except as provided herein. "Confidential Information" includes (i) ads (including Targets and Creatives), prior to publication; (ii) the terms of this Service Agreement; and (iii) any other Programme information or access to technology prior to public disclosure provided by ADD-GAL to Customer and identified at the time of disclosure in writing as confidential and/or proprietary. It does not include information that has become publicly known through no breach by a party, or has been (a) independently developed without access to the other party's Confidential Information; (b) rightfully received from a third party; or (c) required to be disclosed by law or by a governmental authority.
10.2 If the Customer is, under this Agreement, generating ads and managing a campaign on behalf of an advertiser, Customer entitles ADD-GAL to: (i) provide such information relating to the advertiser's campaign under this Agreement as advertiser may in writing (including without limitation email) request from time to time; and (ii) grant access to the advertiser's online account in the manner determined in writing (including without limitation email) by the advertiser to: (a) the advertiser; and/ or (b) any subsequent third party appointed by the advertiser to generate ads on its account and manage its campaign with ADD-GAL under this Agreement.
10.3 Customer acknowledges and agrees that any credit card and related billing and payment information which Customer provides to ADD-GAL may be shared by ADD-GAL with companies who work on ADD-GAL's behalf solely for the purpose of performing credit checks, effecting payment to ADD-GAL and/or servicing Customer's account.

11. Term and Termination.
This Agreement shall continue in effect unless terminated: (i) by ADD-GAL which shall be entitled to suspend or terminate the Programme and/or terminate this Agreement, with immediate effect at any time upon email notice to Customer; (ii) by Customer using the online admin system to cancel any ad or terminate this Agreement by cancelling each campaign entered into pursuant to this Service Agreement, in which case ADD-GAL shall use reasonable endeavours to make such termination effective within 24 hours; or (iii) by Customer on providing 14 days written notice to ADD-GAL of termination of the Agreement or cancellation of an ad. Upon expiration or termination of this Agreement for any reason (i) Customer shall remain liable for any outstanding amounts; (ii) each party shall upon request return Confidential Information of the other; and (iii) clauses 1 (Definitions), 6(Payment), 8(Indemnity), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Term and Termination), 15 (Miscellaneous) and 16 (Law and Jurisdiction) shall survive.

12. Assignment.
The parties shall only be entitled to assign, delegate or otherwise transfer their rights and/or obligations under this Agreement with the written consent of the other (such consent not to be unreasonably withheld or delayed) except that ADD-GAL shall be entitled to assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without consent to a subsidiary or holding company (as defined in section 736 of the Companies Act 1985) of ADD-GAL or a purchaser of all or a substantial part of the assets of ADD-GAL.

13. Rights of third parties.
Nothing in this Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to this Agreement.

14. Force majeure.
Other than in respect of payment obligations, neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, terrorism, civil commotion or industrial dispute.

15. Miscellaneous.
This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter. For the avoidance of doubt, Customer acknowledges and agrees that this Service Agreement includes the FAQs and the Editorial Guidelines which are incorporated by reference, and the FAQs and Editorial Guidelines may be modified by ADD-GAL at any time to reflect changes in how ADD-GAL makes the Programme generally commercially available. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. Any notices to ADD-GAL must be sent via first class post, air mail or courier services, to Grand Adventures Ltd, PO Box 7721, Hatfield Peverel, Chelmsford, Essex, CM3 2WZ and shall be deemed given upon receipt. Notice to you is acceptable by sending emails to your specified email address and is deemed received when sent.

16. Law and jurisdiction.
This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.