Radio Sales Terms and Conditions

Effective 01/11/2008

1.    Definitions

1.1    The expression “Agreement” means these terms of business, together with the Media Schedule and all related media booking information provided to the Advertiser by the Company.
1.2    The expression “the Authority” means the Office of Communications (Ofcom) or its successors.
1.3    The expression “Advertisement” shall mean any advertising material intended for broadcast or publication by the Company including all works, materials, jingles, slogans, tag lines, trade marks, messages, data, know how or other information of whatever nature in any media whether audio, audio-visual or digital provided by or on behalf of the Advertiser for use by the Company.
1.4    The expression “the Advertiser” means the party that places a Media Booking and subject to the Company’s consent may also mean and include the Advertiser’s successors in title and assigns and whose details are more particularly described in the Media Schedule.
1.5    The expression “the Client” means the company or organisation identified in the Media Schedule whose products or services are advertised in the Advertisement.
1.6    The expression "Commencement Date" means the date on which the Media Schedule is completed by the Advertiser and so dated.
1.7    The expression “the Company” means Global Radio Services Limited (company number 3296557) whose registered office is at 30 Leicester Square, London WC2H 7LA shall include the successors in title and assigns of that company.
1.8    The expression “Force Majeure Event” shall mean as defined in Clause 5.3.
1.9    The expression “Intellectual Property Rights” means all copyright, performers’ rights, personality rights or rights of privacy or publicity, patents, utility models, trade marks, rights in designs, goodwill, trading styles, in each case whether registered or unregistered or the subject of a pending application for registration, all legal rights protecting the confidentiality of any information or materials and all other rights of a similar nature in the world, including the right to sue for all past infringements of such rights
1.10    “Insertion Order” means such agreement entered into between the Company and the Advertiser in respect of online campaigns.
1.11    The expression “Media Booking” means the period set out in the Media Schedule or agreed pursuant to the J-ET process during which the Advertisement shall be broadcast or published by the Company.
1.12    The expression “Media Booking Fees” means the fees as set out in the Media Schedule payable by the Advertiser for the Media Booking
1.13    The expression "Media Schedule" means such agreement entered into between the Advertiser and the Company in respect of the Media Booking(s), either in respect of a single Media Booking, or a long term contract between the parties.  For the avoidance of doubt, where the terms of the Media Schedule conflict with these Standard Terms of Business, the terms of the Media Schedule shall take precedence.
1.14    The expression “Radio Station” means the station identified on the Media Schedule
1.15    The expression “Website” means the website identified on the Media Schedule.
1.16    The expression “Working Day” means any day of the week from Monday to Friday inclusive except any Bank or Public Holiday.

2.    Acceptance of Terms & Conditions of Payment

2.1    The completion of a Media Schedule by the Advertiser or, where an Advertiser seeks to purchase airtime via the J-ET process, an instruction by the Advertiser’s agency to the Company to upload the campaign for broadcast or publication shall be deemed an acceptance of these terms and conditions by the Advertiser and shall be the time from which an agreement between the Company and the Advertiser exists.
2.2    In consideration of payment of the Media Booking Fees to the Company by the Advertiser, the Company shall make available to the Advertiser during the Media Booking broadcast airtime on the Radio Station, or advertising space on the Website subject to and in accordance with the terms of this Agreement.
2.3    The scheduled times and dates for broadcasting or publication of the Advertisement are available for use by the Advertiser for Advertisements relating solely to the Client and the Media Booking may not be used by any party other than the Client.  The Media Booking may not be sub-let, assigned, transferred, loaned or otherwise used or allowed to be used for the promotion of any party other than the Client.
2.4    The Advertiser hereby grants the Company a non-exclusive licence of the Intellectual Property Rights in the Advertisement in order that the Company is able to broadcast, publish and use the Advertisement in accordance with the terms of this Agreement.
2.5    The Advertiser shall not unreasonably withhold its consent either to the Company using the Advertisement in its own publicity and marketing or referring to the Advertiser and/or the Client.
2.6    The Advertiser acknowledges that where the Company sells advertising time on behalf of a third party, the Company acts only as agent for the third party. The Advertiser's contract, rights and remedies will be with the third party (and not the Company) accordingly. For the purposes of this provision “third party” means any company that is not a Global group company.

3.    Advertising Agencies and Commissions

3.1    An Advertiser who is an advertising agency, as described in Clause 3.2 below, shall be deemed to contract as principal and will accordingly be responsible for the payment of the Media Booking Fees and will be deemed to have full authority in all matters concerned with the placing of orders and the approval or amendment of advertisement copy.
3.2    Commission at a rate to be decided by the Company may be payable by the Company to advertising agencies that are formally recognised by the Company.
3.3    No commission, more particularly described in Clause 3.2 above, payable by the Company to an Advertiser shall be paid or allocated to or shared with any Client advertiser or any representative or employee of any Client or any advertising agency not recognised according to Clause 3.2 above.
3.4    No commission is payable whilst sums remain due from the Advertiser after the due date for payment and no such commission shall be paid to or shared with any third party.

4.    Acceptance of Advertisement

4.1    All Advertisements will be broadcast by the Company subject to approval of them by the Company and subject to the Advertisements complying with the Broadcasting Act 1990, The Broadcasting Act 1996, The Communications Act 2003 and the Radio Authority’s Advertising and Sponsorship Code, in each case as amended, replaced, re-enacted or modified from time to time, with the Company’s technical requirements and submission procedures and with such other legislation, regulations or codes as apply to radio broadcasts from time to time.  Approval of an Advertisement by the Company shall not in any way relieve the Advertiser of its obligations under clause 11 below.
4.2    Advertising which is being produced by the Company shall be sent to the Advertiser for its approval before the scheduled start date as described in the Media Schedule or as otherwise agreed by the parties. The Advertiser shall approve such Advertising (approval not to be unreasonably withheld or delayed) or the Advertising shall be otherwise agreed no later than 3 clear working days before the scheduled start date. Failure to do so may result in a delay or cancellation of the Advertisement (at the Company’s sole discretion) but shall not affect the Advertiser's obligation to pay the Media Booking Fees.
4.3    Advertisements which are not being produced by the Company must be delivered not less than five (5) Working Days before the first broadcast date as described in the Media Schedule unless the Company shall in any particular case agree in writing to accept a shorter period.  Delivery of the Advertisement shall not be deemed to have been made until the Company’s technical requirements and submission procedures as detailed in the Media Schedule or other related documentation have been fully complied with by the Advertiser, the relevant broadcast or publication instructions have been given by the Advertiser to the Company and the Company has been provided with verification of Radio Advertising Clearance Centre (“RACC”) clearance.  If the Advertiser fails to deliver the Advertisement in accordance with this paragraph and the Media Schedule or if verification of RACC clearance is not given, the Company shall remain liable to pay in full the Media Booking Fees for the first 28 days of the Media Booking whether or not it is broadcast or published by the Company.
4.4    The form in which an Advertisement must be submitted, the procedure for approval and/or rejection thereof, surcharges for late acceptances, changes or alternative copy use and like matters shall be dealt with in accordance with the Media Schedule and any additional documentation produced by the Company (as shall be published by the Company from time to time) prevailing at the date of submission of the Advertisement by the Advertiser to the Company.
4.5    The Company may at any time and without incurring any liability whatsoever to the Advertiser:
a)    add to, delete, change or otherwise amend the Advertisement if so required by the Authority or if the Company, in its sole discretion, considers that the Advertisement contains unsuitable copy, but the Advertiser shall remain liable to pay for any such Advertisement;
b)    decline to broadcast or publish any Advertisement without giving any reason for so  declining but the Advertiser shall not be liable to pay for the Media Booking; or
c)    restrict any repeat broadcast or publication of the same Advertisement.
4.6    Acceptance of Advertising by the Company does not confer any right for the Advertiser to have a repeat order accepted on similar terms.

5.    Dates/Times of Broadcast

5.1    The Company does not guarantee that the scheduled times and/or dates of broadcast or publication as set out in the Media Schedule will be adhered to but if, subject to Clauses 2 or 4.4 above or Clause 11 below, for any reason whatsoever an Advertisement is
a)    not broadcast or published during the period of the Media Booking
b)    not broadcast or published at all;
c)    broadcast or published so that a material part thereof is omitted; or
d)    broadcast or published containing a material error made by the Company;
the Company will use its reasonable endeavours to offer to broadcast or publish the Advertisement during a period other than the Media Booking which may be accepted by the Advertiser provided that if such an offer to so broadcast or publish the Advertisement is not accepted by the Advertiser or is not made by the Company the Advertiser shall have no claim against the Company for any expense or damage whatsoever incurred by the Advertiser as a result thereof.  The Advertiser shall pay any expenses or fees incurred by the Company where there is an increase in fees due to the Company as a result of the replacement Media Booking being agreed to by the Advertiser.  
5.2    Advertisements broadcast or published within ten minutes of the relevant segment booked as described in the Media Schedule in circumstances which in the Company’s sole discretion are deemed exceptional shall be treated by both the Company and the Advertiser as having been broadcast or published according to the Media Schedule.
5.3    The Advertiser may request the Company to provide less than the agreed amount of Advertising upon giving the Company not less than 7 (seven) clear days' prior notice in writing but this shall not affect or otherwise discharge the Advertiser's obligation to pay the entirety of the Media Booking Fees.
5.4    In the event of the Company’s activities being restricted, curtailed or prevented by any law or any other act or thing beyond the Company’s control including but not limited to interruption of broadcast transmission or online publication by any means, failure of equipment related to the dissemination of the Radio Station, failure of the material on which the Advertisement is recorded,  failure of the web server, act of God, storm, flood, fire, terrorist action, power failure, failure of sub-contractors, failure of suppliers, labour dispute ("a Force Majeure Event") the Company may at any time notwithstanding anything contained in this Agreement immediately determine any contract without prejudice to the Company’s right to be paid by the Advertiser the agreed fees and any monies due and owing by the Advertiser to the Company at the time of such determination.
5.5    In the event that at an Advertisement is not broadcast or published in accordance with the Media Schedule, due to a Force Majeure Event, the Company shall not be liable for any loss of income or contract or for any incidental indirect special or consequential loss or damage of any kind on the part of the Advertiser resulting from such failure in part or in whole to broadcast or publish.

6.    Cancellations

6.1    Subject to the provisions of Clause 11 below, any Media Booking may be cancelled by either party provided that notice in writing is received by the Company or the Advertiser as the case may be not less than 28 days before the first scheduled broadcast or publication date as described in the Media Schedule.
6.2    Where the Advertiser fails to cancel the Media Booking as set out in Clause 6.1, the Company reserves the right to charge the Advertiser for any advertising up to 28 days from the time of cancellation.

7.    Online Advertising

7.1    The provisions of this Clause 7 shall apply in respect of online advertising only.  Where this Clause 7 conflicts with any other provision contained in these Standard Terms of Business, Clause 7 shall take precedence in respect of online advertising only.
7.2    Advertisers must adhere to the specifications on the Company sales website.
7.3    Advertisers must deliver online creatives three working days before the date of publication to ensure that the campaign can be tested and is published on time.  If amendments are required following testing, or are sent by the Advertiser later than three days before publication, the Company reserves the right to delay publication.
7.4    Online Advertisements will only be published online on receipt of a signed Insertion Order and/or purchase order numbers.
7.5    All Advertisers for online campaigns are subject to credit checking.
7.6    In the event of a creative being found to break the site, it will be taken off site immediately, and that element of the campaign paused.  This may affect the Company’s ability to deliver booked impressions, and we may deliver a reduced number of impressions.  For the avoidance of doubt, the Advertiser will still be liable for the full amount of the Media Booking Fee.
 7.7    In the event that the Advertiser uses third party advertisement tags to deliver creatives, the Advertiser acknowledges that there will be a discrepancy between the Company’s delivery statistics and the third party’s advertising server's statistics.  The Company shall not be liable for any such discrepancy and shall use reasonable endeavours to deliver to within 10% of a third party’s advertising server’s statistics, in accordance with IAB guidelines.

8.    Term and Termination

8.1    This Agreement shall commence on the Commencement Date and shall continue for the duration of the Media Booking
8.2    Without prejudice to other rights and remedies, either party may terminate this Agreement forthwith by notice in writing to the other if the other party:
a)    is in material breach of any of the terms of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within fourteen (14) days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it;
b)    (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect;
c)    (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies;
d)    becomes or is declared insolvent or convenes a meeting of  or makes or proposes to make any arrangement or composition with its creditors;
e)    has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
f)    ceases, or threatens to cease, to carry on business.
8.3    Failure by the Advertiser to pay any Media Booking Fees or expenses on or before the due date for payment shall constitute a material breach for the purposes of this Clause 8.
8.4    Either party may terminate this Agreement by giving to the other notice in writing no later than 28 days before the scheduled start date of the campaign. Termination by the Advertiser will result in a cancellation charge of 25% of the Media Booking Fees plus a reimbursement to the Company of all costs incurred to the date of termination in respect of the campaign, payable in full by the Advertiser on the date of termination. For the avoidance of doubt, a termination notice received by the Company later than 28 days before the scheduled start of the campaign will result in the entirety of the Media Booking Fee becoming due and immediately payable.
8.5    Notwithstanding anything to the contrary stated in this Agreement, each party shall have the right to pursue any remedies available to it at law or in equity.
8.6    Upon termination of this Agreement for any reason the provisions of clauses 10, 11, 12 shall continue in full force and effect without limit of time.

9.    Effect of Termination

9.1    In the event that this Agreement is terminated for whatever reason:
a)    all rights granted by the Company  shall revert to the Company without further formality; and
b)     the Company shall be entitled to retain or be paid (as applicable) such proportion of the Media Booking Fees that relates to the work carried out by it prior to and including the date of termination.
In the event that this Agreement is terminated by the Company for any breach by the Advertiser of any of its obligations under this Agreement, the Company shall also be entitled to retain or be paid (as applicable) a sum equal to all outstanding Media Booking Fees and/or other contracted work agreed in writing between the parties (notwithstanding whether such work has been carried out prior to the aforementioned breach or not).

10.    Material and Property Liability

10.1    While every care will be taken in respect of recordings, scripts or other material pertaining to the Advertisement the Company shall have no liability for the loss, damage, unauthorised use, delay in delivery therefore whether in the studios or in transit and whether or not such recordings, scripts or other material is supplied by the Advertiser or the Client to the Company
10.2    Advertising material may be destroyed by the Company after a period of three months following the end of the campaign without further reference to the Advertiser.

11.    Payment of Media Booking Fee

11.1    The Advertiser shall make payment to the Company of the full balance due, not later than the thirtieth day of the month following the month of broadcast or online publication, where credit terms have been granted by the Company in advance.
11.2    In the absence of agreed credit terms, the Advertiser shall pay all Media Booking Fees not later than five (5) clear days before the scheduled broadcast or publication date and in default of such payment the Company shall be entitled to refuse to broadcast or publish the Advertisement.
11.3    Without prejudice to its other remedies, the Company shall be entitled to charge interest at the rate of 8% per annum above the Lloyds Bank Base Rate from time to time in force together with compensation as set out in the Late Payment of Commercial Debt (Interest) Act 1998, from the date payment is due until the date payment is made.
11.4    In respect of any payment to be made to the Company under this Agreement, time shall be of the essence.
11.5    Invoices shall be payable by the Advertiser within thirty (30) days of the date of the invoice.
11.6    The existence of a query on any item in an invoice shall not affect the due date of payment of the balance of the invoice. The Advertiser must notify the Company of any query within 5 days of the date of invoice. Invoices may not be queried after this time. Any amount queried and withheld by the Advertiser will be subject to the full rate of surcharge in Condition 11.3 above and will be payable as part of the settlement of the following invoice, unless resolved in favour of the Advertiser.  
11.7     Any extension of credit allowed to the Advertiser may be changed or withdrawn at any time. For the avoidance of doubt, if the Advertiser ceases to be an approved credit customer of the Company, the Company reserves the right by notice in writing to invoice the Advertiser immediately for the outstanding amount of the Media Booking Fee for the entirety of the campaign.  
11.8    The Company is entitled to set-off monies held by it for the Advertiser against any monies due by it to the Advertiser (and any Advertiser's group company) and is entitled to apply any monies held by it on behalf of the Advertiser in settlement of any monies due to it by the Advertiser.  
11.9    If any amount is not paid in full by the due date for payment, the Company may (in its absolute discretion) elect not to accept any new bookings for advertising from the Advertiser (whether for the same client or in respect of other clients).

12.    Warranties and Indemnities

12.1    The Advertiser hereby warrants and agrees that:
a)    each Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Community) for the time being in force or applicable in the United Kingdom or in any other territory where the Advertisement is to be made available to the residents of that territory.  The Advertiser shall notify the Company of any restrictions which should be placed on the broadcast or publication of an Advertisement in any territory;
b)    in respect of any Advertisement submitted containing the name, visual or vocal likeness of any living person or any vocal or visual representation from which or by which any living person can be identified such vocal or visual likenesses or representations do not infringe any Intellectual Property Rights of that living person
c)    The Advertisement is legal, decent, honest, and true and that it complies with all relevant advertising regulations including but not limited to those administered by or on behalf of the Authority
d)    The Advertisement will not breach or infringe the Intellectual Property Rights of any third party other and that in respect of such Intellectual Property Rights it has previously obtained all relevant rights and permission for such use, in writing wheresoever required by law;
e)    The Advertisement shall not contain any libellous, slanderous or defamatory statement, or any matter infringing the Intellectual Property Rights or rights of whatever nature of third parties or invade the privacy of any third party or otherwise be in breach of English law; and
f)     it will indemnify and keep the Company indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from any breach of the above warranties or in any manner whatsoever in consequence of the use, recording or broadcasting of any Advertisement or any other matter supplied by or broadcast by the Company for the Advertiser.
12.2    The Advertiser shall inform the Company without delay should it become aware that the content of any Advertisement breaches any of the warranties given above at Clauses 12.1(a) to (f) and the Company hereby reserves its rights not to further broadcast or publish the Advertisement, with immediate effect as soon as it becomes so informed.
12.3    If the Company in its sole discretion considers that the Advertiser is in breach of the warranties contained in Clauses 12.1(a) to (f) above, the Company may suspend or withdraw broadcast of the Advertisement and in such circumstances should all outstanding sums of the Media Booking Fee shall be immediately payable by the Advertiser to the Company.

13.    Advertising Regulations and Clearance

13.1    It is the Advertiser’s responsibility to ensure that an Advertisement complies with the provisions of the BCAP Radio Advertising Code (for broadcast Advertisements) and/or the CAP Code of Advertising, Sales Promotion and Direct Marketing (for online ads and commercial podcasts), as well as any other laws and regulations that apply to marketing and advertising.
13.2    It is additionally the Advertiser’s responsibility to ensure that an Advertisement complies with any laws or regulations that may apply to specific categories of advertiser, and that the Advertiser’s product or service is legal and complies with any relevant laws or regulations that may apply to it.
13.3    The Company is legally prohibited from broadcasting or publishing advertisements that contravene any laws or regulations that may apply, either to the Advertisement itself or to the product or service being advertised.  We can provide advice on compliance with radio advertising regulations, but this advice does not guarantee compliance.  If in doubt, you should seek external legal advice.
13.4    Advertisements in certain pre-defined categories, as well as Advertisements running across multiple stations, require clearance prior to broadcast from the Radio Advertising Clearance Centre.  If you obtain RACC clearance for the Advertisement, we will require the RACC Clearance Number prior to broadcast.  It is also the Advertiser’s responsibility to inform the Company of any conditions of clearance imposed by the RACC, such as scheduling, scripting or production requirements.  Clearance should not be more than six months old, even for repeat campaigns running the same script.  RACC clearance does not guarantee that an Advertisement is compliant, or that the Advertising Standards Authority (ASA) will not uphold a complaint against it.  However, RACC clearance does create the presumption that an ad is compliant, and it may also be used to help defend an Advertisement against a complaint made to the ASA.
13.5    Where an Advertisement has not received, and does not require, RACC clearance, the Company is required, as the broadcaster, to clear the Advertisement.  In booking this campaign, the Advertiser warrants to us that, to the best its knowledge, any claims made in the Advertisement are accurate and fair and can, if required, be substantiated by documentary evidence.
13.6    If, during the course of a campaign, the Company has reason to believe that the Advertisement, or the product or service featured, is not sufficiently compliant, the Company reserves the right to suspend the campaign and cease broadcasting the Advertisement until the compliance issues are resolved.  If the parties are unable to resolve these issues, the Company further reserves the right to cancel the campaign and refuse to broadcast or publish the Advertisement again.  In these circumstances, the Advertiser will not be entitled to any refund for that part of the campaign already aired.  If, in the Company’s view, the Advertisement is not compliant because the Advertiser has failed to follow the instructions of the RACC, where given as a pre-condition of clearing the Advertisement, the Advertiser will not be entitled to any refund of any of the Media Booking Fees and shall be liable for the Media Booking Fees in full.
13.7    The Company will refuse to broadcast an Advertisement if:
a)    It requires central clearance by the RACC and that clearance has not been obtained, or has been refused; or
b)    It does not comply with any requirements explicitly imposed by the RACC as a pre-condition for clearance; or
c)    It has been the subject of an upheld complaint by the ASA and the Advertiser is unable to demonstrate that they have taken the action required by the ASA to allow the Advertisement to be broadcast again.

14.    Financial Services Advertising

14.1    It is the responsibility of the Advertiser to ensure that any works which is an “investment advertisement” as defined by the Financial Services and Markets Act 2000 (“the Act”), complies with the Act and all relevant rules and regulations, whether of the Financial Services Authority or of any recognised self-regulatory organisation or recognised professional body of which the Client may be a member or to whose rules and regulations the Client may be subject from time to time.
14.2    In particular the Advertiser warrants that in relation to any advertising falling within the Act’s definition of “investment advertisement”:
a)    the Client is or will be an “authorised person”, as defined by the Act, and that every such piece of work will be seen and approved by the Client;
b)     if the Client is not required to be an authorised person, that each such piece of work will be approved by an authorised person;
c)    or such work is otherwise permitted by the Act.

15.    Limitation of Liability

15.1    Subject to Clause 5 the Company shall not be liable to the Advertiser save in respect of its breach of this Agreement or its own negligence or wilful default.
15.2    In no event shall the Company be liable for:
a)    any consequential, indirect, incidental, punitive or special loss or damages;
b)    or any loss of profits (whether or not arising in the normal course of events), goodwill, contracts, opportunity, revenue or data arising out of or in connection with this Agreement (whether in contract, tort or otherwise), even if it has been advised of the possibility of such loss and/or damages.  
15.3    Nothing in this Agreement shall exclude either party’s liability in relation to personal injury or death arising from a party’s negligence or any other liability which such party is not permitted to exclude by operation of law.
15.4    The Company’s total liability shall not exceed the total fees paid to Company hereunder in respect of a single uninterrupted advertising campaign on the Radio Station or Website as at the time such liability arises.

16.    Changes of Conditions

16.1    The Company reserves the right to change the time segments allotted in the Media Booking and any of these terms and conditions by not less than 28 clear days notice and in the event of such a change the terms and conditions applicable shall be those in force at the time of broadcast.  The Advertiser concerned shall (by serving written notice on the Company within 10 clear days of receiving notice of such change) be entitled to cancel any order for an Advertisement to which the changed terms and conditions would otherwise be applicable.
16.2    The Company may from time to time make special charges and/or conditions for certain types of advertisement or for bookings at certain specified periods or in relation to particular programmes or other output on the Radio Station.

17.    General

17.1    Neither party may assign or transfer this Agreement nor any of its rights or obligations under this Agreement without the prior written consent of the Company provided that the Company shall be entitled to sub-contract performance of its obligations to third parties.
17.2    Any notice given under this Agreement will be in writing and may be delivered to the other party or sent by pre-paid post or facsimile transmission or via e-mail to the address or transmission number of that party specified in this Agreement or such other address or number as may be notified under this Agreement by that party from time to time.
17.3    The Advertiser shall execute such documents and give such assistance as Company may require to put this Agreement into effect.
17.4    Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties
17.5    The Advertiser shall not without the prior written consent of the Company publish any information in connection with any Advertising which has been broadcast or is scheduled for broadcast.
17.6    The Company shall be entitled to refer to the Advertiser's association with the Company and the Advertising placed hereunder to promote the Company and its advertising and sponsorship business generally.
17.7    Each party confirms that this Agreement sets out the entire agreement and understanding between the parties, that it supersedes all previous agreements, arrangements and understandings between them and that it has not relied on any representations made by the other party in entering into this Agreement.
17.8    No failure or delay by any party in exercising its rights under this Agreement will operate as a waiver of that right nor will any single or partial exercise by either party of any right preclude any further exercise of any other right.
17.9    In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable by a court with jurisdiction over this Agreement, the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect.
17.10    Any variation to this Agreement must be in writing and agreed by both parties.
17.11    The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or to any of its provisions and further the Client shall acquire no rights of any nature under this Agreement and neither shall it seek to enforce any rights against the Company in relation to any of the provisions of this Agreement.
17.12    Any dispute under this Agreement will in the first instance be referred to a meeting between the parties' respective contacts for discussion. This Agreement will be governed by and construed in all respects in accordance with English law and the parties hereby agree, subject to the foregoing to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under or in connection with this Agreement.