Advertising Terms and Conditions
These are the terms and conditions (the "Terms and Conditions") between BioMed Central Limited ("BMC") and the Advertiser and/or Agency ("Client") named on the relevant purchase order relating to any e-mail campaign conducted by BMC ("E-mail") or advertisements ("Ads") placed or to be placed in any publication or on any Internet site operated or represented by BMC.
1. No order submitted to BMC shall be deemed to be accepted by BMC unless and until either confirmed in writing by BMC or an the E-mail campaign commences or the first Ad contemplated by the order appears in the relevant publication or Internet Site. Each purchase order accepted by BMC shall incorporate these terms and conditions as if set out in the Purchase Order in full. Each purchase order shall be a separate contract between BMC and the Client. It is a condition of acceptance by BMC of a purchase order that these terms and conditions are incorporated to the exclusion of all other standard terms and conditions. A Clients standard terms and conditions of purchase or other standard terms of business shall not apply to the contract formed by a Purchase Order.
2. If an Agency, the Client represents and warrants that it has all necessary consents and authorisation to enter into this Agreement on the Advertiser's behalf.
3. Once a purchase order has been submitted, a Client cannot terminate or alter it for any reason without the prior written consent of BMC.
4. The services provided hereunder are provided "as is." BMC makes no warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, quality, accuracy or fitness for a particular purpose. Except as otherwise expressly provided in this agreement, all conditions, warranties, terms, representations, and undertakings express or implied, statutory or otherwise in respect of the services provided hereunder are to the fullest extent permitted by law expressly excluded. No oral or written information or advice given by any representative of BMC or by anyone else shall create any warranties by BMC.
5.1 BMC does not exclude or limit its liability for death or personal injury caused by its own negligence or any other liability the exclusion or limitation of which is expressly prohibited by law.
5.2 Except as provided for in Clause 5.1 above, the liability of BMC in respect of any and all claims (whether in contract or in tort) arising out of or in connection with this Agreement is limited in respect of each event or series of connected events to an amount equal to the fees paid under this Agreement.
5.3 Except as provided for in Clause 5.1, notwithstanding anything else contained in this Agreement in no event shall BMC be liable to the Client for:
5.3.1 loss of profits, business, revenue, goodwill, anticipated savings;
5.3.2 any act or omission of the Client and/or
5.3.3 indirect, special, incidental or consequential loss or damage.
6. Client is responsible for the content and appearance of Ads and E-mails and the selection of keywords to be associated with and any links to or from Ads or E-mails. The Client hereby grants to BMC all rights that BMC requires to fulfil the services to be provided hereunder. Client shall obtain all rights, licenses and consents (including without limitation where required regulatory consents) needed to permit the use, display, reproduction, transmission and distribution of an Ad or E-mail and all contents contained therein. Client indemnifies BMC and shall keep BMC indemnified from and against any claim that;
6.1 Any of the facts contained in an Ad or E-mail are not true or not accurate; and
6.2 Anything in an Ad or E-mail is obscene, defamatory, libellous, violates any right of privacy or infringes any intellectual property rights (including without limitation copyright, patent or trademark) or any other human, personal or other rights of any person or entity or is otherwise unlawful.
7. Client shall provide all content, artwork and design for any E-mail or Ad on or before the date and in accordance with the specification notified to the Client by BMC. BMC reserves the right to decline to send an E-mail or post an Ad if in its absolute discretion it believes it would be inappropriate to do so.
8.1. If any provision of these terms and conditions is held for any reason to be ineffective or unenforceable in whole or in part this shall not affect the validity or enforceability of the other provisions of these terms and conditions.
8.2 No waiver by BMC of any breach of the agreement by the Client will be treated as a waiver of any subsequent breach of the same or any other provision.
8.3 Variations to these terms and conditions will only be effective if in writing and signed by an authorized representative of each of BMC and the Client.
8.4 BMC's employees or agents are not authorized to make any representations concerning services unless confirmed by BMC in writing.
9.1 BMC may invoice Client for all amounts as they become due under this agreement. Invoices must be paid within 30 days of the date of such invoice.
9.2 BMC may charge interest on all sums outstanding beyond the date on which they are due for payment under this agreement. Interest may be charged on that basis from the date payment was due until the date of payment (including after any judgement has been obtained) at the rate of 3% per year above the current base rate of Lloyds TSB Bank plc.
10. This Agreement shall be governed by and construed in accordance with the laws of England without regard to the principles of conflicts of law. The parties hereto submit to the non-exclusive jurisdiction of the English courts.
