Surveyors UK Advertising and Sponsorship Terms and Conditions

1. Definitions and interpretation

1.1. In these Terms the following terms have the following meanings:

Advertising

means any advertising to be displayed on the Site in the formats and as set out in the Order;

Advertising Laws

means all laws, regulations and codes of practice which are applicable to the Services (including the UK Code of Non-broadcast Advertising, Sales Promotions and Direct Marketing (CAP Code) and all other codes under the general supervision of the Advertising Standards Authority, Trading Standards and/or Competition and Markets authority);

Agency

where applicable, means the agency acting as principal on behalf of the Customer as described in the Order;

Agreement

means these Terms and the applicable Order;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday in England;

Business Hours

means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

Campaign

means the overall advertising or sponsorship campaign described in the Order;

Confidential Information

means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic, marketing or customer information, employee information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a party’s business; Confidential Information shall not include:

• (a) information that is publicly known (other than through a breach of an obligation of confidence);
• (b) information that is in possession of the other party prior to disclosure without an obligation of confidence; or
• (c) information that is received by the recipient from an independent third party who has a right to disclose the relevant information

Customer

means the advertising or sponsoring entity described in the Order;

Customer Marks

means the Customer’s logo or other branding to be displayed on the Site in the formats and as set out in the Order

Data Protection Laws

means any laws relating to privacy or to the processing, privacy and/or use of Personal Data, in each case as applicable to and binding on either party, the Advertising or the Advertising Services, including:

• (a) the Data Protection Act 2018, the UK GDPR, and the Privacy and Electronic Communications Regulations 2003;
• (b) any laws which implement any such laws; and
• (c) any laws that replace, extend re enact, consolidate or amend any of the foregoing;

Delivery Date

means the date for delivery to Surveyors UK of the Materials as set out in the Order;

Fees

means the fees for the Services as set out in the Order;

Intellectual Property Rights

means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Materials

means the Customer’s copy, logos, artwork, designs, brand and product information, creative materials, digital materials and any other information or materials supplied by the Customer to Surveyors UK in connection with the Agreement, including any Advertising and the Customer Marks;

Order

means the form ordering the Services entered into by or on behalf of Surveyors UK and the Partner, incorporating these Terms;

Partner

means the person or entity that contracts with Surveyors UK to place the Order, whether such person or entity is the Customer or the Agency;

Personal Data

has the meaning given in applicable Data Protection Laws from time to time;

Services

means the services to be provided by Surveyors UK under this Agreement as described in the Order;

Site

surveyors-uk.com

Surveyors UK

Surveyors UK (Advantage) Ltd a company incorporated in England and Wales under number 12836014 whose registered office is at Popeshead, Court Offices, Peter Lane, York YO1 8SU, England

Technical Specifications

means Surveyors UK’s current technical, creative and copy specifications for advertising and sponsorship available from Surveyors UK by email, as updated by Surveyors UK from time to time;

Terms

means these Advertising and Sponsorship Terms and Conditions; and

UK GDPR

means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

1.2.

In the event of any conflict or inconsistency between different parts of this Agreement, the terms of the Order shall have priority over the Terms.

1.3.

By placing an Order the Partner accepts and agrees to be bound by the Agreement. Any other terms or conditions sought to be imposed by the Partner (including, without limitation, terms in any insertion or purchase order, email or acknowledgement) are expressly excluded and shall not be binding on Surveyors UK.

2. Commencement and duration

2.1.

This Agreement commences and takes effect from the date, whichever is the earlier, of signature by both parties of an Order; or on which Surveyors UK commences provision of the Services for a Campaign in accordance with an Order.

2.2.

This Agreement shall remain in force unless and until terminated in accordance with clause 11.

3. Surveyors UK obligations

3.1.

Surveyors UK shall provide the Services with reasonable skill and care; and shall use reasonable endeavours to deliver the Services in accordance with the specifications set out in the Order.

3.2.

Subject to clause 4.6, Surveyors UK shall not edit or modify the Materials without the Partner’s prior written approval.

3.3.

Surveyors UK will exercise reasonable care and skill in the handling and publishing of the Advertising in accordance with the details set out in the Order, but Surveyors UK cannot guarantee the time, dates and/or position of the Advertising or Customer Marks.

3.4.

Surveyors UK does not guarantee that the Site, or any content on it, will always be available or be uninterrupted.

4. Partner obligations

4.1.

The Partner shall:

• 4.1.1. supply the Materials required for the Campaign in accordance with the Technical Specifications by the Delivery Date;
• 4.1.2. cooperate with Surveyors UK in all matters relating to the Campaign and respond promptly to any request by Surveyors UK for approval or information reasonably required by Surveyors UK in connection with the Campaign;
• 4.1.3. ensure the Materials are accurate and complete in all material respects; and
• 4.1.4. ensure that any and all advertising and marketing claims incorporated in any Advertising in relation to its products and services comply with all applicable laws, including the Advertising Laws.

4.2.

The Partner represents and warrants, on behalf of itself and where relevant (and applicable) on behalf of the Customer, that all Materials, any Advertising, and any destination site linked to from any Advertising or Customer Marks:

• 4.2.1. are accurate, complete, true and not misleading;
• 4.2.2. are legal, truthful, honest and decent and otherwise comply with the provisions of all applicable laws, including Advertising Laws;
• 4.2.3. are not libelous, inciteful, or obscene;
• 4.2.4. do not infringe the rights of any third party (including any person’s Intellectual Property Rights); and
• 4.2.5. are free of any viruses, adware, malware, bit torrents, and will not cause an adverse effect on the operation of the Site.

4.3.

The Partner will indemnify Surveyors UK from all liabilities, losses, costs, expenses and damages, (including reasonable legal fees) suffered or incurred by Surveyors UK arising out of or in connection with any claims or any action, adjudication or decision taken against Surveyors UK by any regulatory body, arising out of any breach by the Partner of the warranties provided under clause 4.2.

4.4.

The Partner shall be responsible for the Materials provided in connection with this Agreement and Surveyors UK shall not provide any refund or compensation to the Partner in the event that:

• 4.4.1. the wrong Materials are delivered to Surveyors UK and subsequently published by Surveyors UK; and/or
• 4.4.2. the Materials are not delivered to Surveyors UK by the Delivery Date.

4.5.

In such circumstances, the Partner will be required to pay the Fees in full for the applicable Services.

4.6.

The publication of any Advertising or Customer Marks by Surveyors UK does not mean that Surveyors UK approves such Advertising or Customer Marks or in any way accepts that such Advertising or Customer Marks have been provided in accordance with the Agreement or that Surveyors UK has in any way waived its rights under the Agreement.

4.7.

Surveyors UK reserves the right to reject, remove, suspend or change the position of, any Advertising or Customer Marks which it considers unsuitable or which is not in accordance with this Agreement without liability to the Partner and, without prejudice to such right, the Partner shall promptly on notice from Surveyors UK amend any Materials that Surveyors UK considers contrary to this Agreement.

5. Agency obligations

5.1.

Where an Agency is entering into this Agreement, the parties agree that the Agency so enters for the benefit of the Customer and is acting as principal and, as such, the Agency will be responsible for the payment of all amounts due to Surveyors UK and the performance of any and all other obligations of the Partner, express or implied, under the Agreement.

5.2.

The Agency warrants and represents that it is authorised by the Customer to enter into this Agreement with Surveyors UK and without prejudice to any other rights or remedies of Surveyors UK, the Agency will indemnify Surveyors UK in respect of any liability, loss or damage (including reasonable legal costs) arising from any claim made by such Customer against Surveyors UK.

6. Fees and payment

6.1.

The Partner shall pay the Fees for the Services as set out in the Order.

6.2.

Surveyors UK shall invoice the Partner for the Fees in accordance with the invoicing schedule set out in the Order, payable by the Partner within 30 days of the date of Surveyors UK’s invoice. Without liability to the Partner, Surveyors UK shall not be under any obligation to publish, and/or may suspend publishing, any Advertising or Customer Marks for which the Fees have not been received in full.

6.3.

All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Partner at the rate and in the manner for the time being prescribed by law.

6.4.

All amounts due under this agreement shall be paid by the Partner to Surveyors UK in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.5.

Where sums due under this Agreement are not paid in full by the due date, Surveyors UK may, without limiting its other rights, charge interest on such sums at 2% a year above the Bank of England’s base rate from time to time in force and interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

7. Warranties

7.1.

Surveyors UK represents and warrants that it has the legal right and authority to enter into and perform its obligations under this Agreement and that it has the necessary rights, licenses and permissions to sell the Services.

7.2.

The Partner represents and warrants that it has the legal right and authority to enter into and perform its obligations under this Agreement.

8. Intellectual property

8.1.

The Partner (or the Customer, as applicable) is the owner or licensee of all Intellectual Property Rights in the Materials.

8.2.

The Partner (on behalf of itself or on behalf of the Customer) grants to Surveyors UK:

• 8.2.1. a worldwide, non-exclusive, royalty-free licence to use the Materials to provide the Services in accordance with the Agreement.
• 8.2.2. the right to sub-license the rights set out in clause 10.2.1 to its hosting, connectivity and telecommunications service providers, as reasonably required to provide the Services in accordance with the Agreement.

9. Termination

9.1.

Either party may cancel a Campaign at any time by no less than 30 days’ written notice to the other party.

9.2.

Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

• 9.2.1. the other party commits a material breach of this Agreement and such breach is not remediable;
• 9.2.2. the other party commits a material breach of this Agreement which is capable of remedy but is not remedied within 15 Business Days of receiving written notice of such breach; or
• 9.2.3. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes subject to a moratorium under Part A1 of the Insolvency Act 1986 or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or becomes subject to a restructuring plan under Part 26A of the Companies Act 2006 or a scheme of arrangement under Part 26 of the Companies Act or any analogous event occurs in any applicable jurisdiction.

10. Consequences of termination

10.1.

In the event that this Agreement expires or is terminated for any reason each party shall destroy or return (at the other party’s election) all Confidential Information in its possession or under its control and all copies of such information.

10.2.

Subject to clause 10.1, within 30 days following the termination of this Agreement for any reason:

• 10.2.1. the Partner shall pay to Surveyors UK all of Surveyors UK’s outstanding unpaid invoices; and
• 10.2.2. in respect of Services provided to the Partner before the termination of this Agreement for which Surveyors UK has not submitted an invoice, Surveyors UK may submit an invoice which shall be payable by the Partner on demand; and
• 10.2.3. Surveyors UK shall refund to the Partner any Fees paid by the Partner to Surveyors UK in respect of Services that were to be provided to the Partner after the termination of this Agreement.

10.3.

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

10.4.

Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.

11. Limitation of liability

11.1.

Subject to clause 13.5, neither party shall be liable in contract, tort (including negligence, breach of statutory duty), or otherwise for any loss of profit; loss of opportunity; loss of goodwill or reputation; loss of anticipated saving; loss of revenue; loss of data or information; and/or any indirect, special or consequential loss.

11.2.

Subject to clause 13.3 and 13.5, the maximum liability of each party to the other party under or in connection with the Agreement, whether arising from contract, tort (including negligence, breach of statutory duty, or otherwise) shall not exceed the total Fees paid or payable under the applicable Order.

11.3.

Nothing in the Agreement will limit or exclude Surveyors UK’s responsibility for death or personal injury resulting from its own negligence, fraud or any other liability that cannot be limited or excluded by law.

11.4.

Except as expressly set out in this Agreement, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the obligations of the parties under this Agreement are excluded insofar as it is possible to do in law.

11.5.

The Partner acknowledges and agrees that Surveyors UK is not a regulator, professional body, auditor, or compliance authority. Surveyors UK does not verify, certify, validate or warrant the professional qualifications, regulatory status, or compliance of any Partner or Customer. Responsibility for professional standards and regulatory compliance rests solely with the Partner and/or Customer (as applicable) and the relevant professional or statutory bodies. Surveyors UK shall have no liability or responsibility whatsoever in respect of any failure by the Partner, Customer, or any other person to meet such standards or requirements.

12. Confidential information

12.1.

Each party must in respect of the Confidential Information of the other party:

• 12.1.1. keep confidential and not disclose the Confidential Information to any person without the other party’s prior written consent save as expressly permitted by this Clause 14;
• 12.1.2. protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
• 12.1.3. not use any of the Confidential Information for any purpose other than to perform its obligations or enforce its rights under the Agreement.

12.2.

Confidential Information of a party may be disclosed by the other party to that other party’s officers, employees, agents, insurers and professional advisers who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement, provided that the recipient is subject to binding obligations to maintain the confidentiality of the Confidential Information disclosed.

12.3.

Where the Partner is not the Customer, where strictly necessary for the performance of its obligations under this Agreement, the Partner may disclose Surveyors UK’s Confidential Information to the Customer provided always that the Partner ensures that the Customer is aware of the confidential nature of the Confidential Information prior to any such disclosure and that it complies with this clause 14 as if it were a party to this Agreement.

12.4.

The restrictions in this Clause 14 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

12.5.

The provisions of this Clause 14 shall continue in force indefinitely following the termination of the Agreement.

13. Data protection, cookies and tracking technologies

13.1.

Subject to the other party complying with its respective obligations under this Agreement:

• 13.1.1. each party shall comply at all times with all requirements of the Data Protection Laws; and
• 13.1.2. where not the Customer, the Partner shall ensure that the Customer complies at all times with all requirements of the Data Protection Laws.

13.2.

The Partner shall not (and shall ensure that the Customer does not) set cookies or other tracking technologies (which includes use of any technology in connection with the collection, storage, accessing or other processing of any data in any manner that is subject to any Data Protection Laws) on the Advertising or Customer Marks to be published on the Site without Surveyors UK’s prior written permission.

13.3.

Where, pursuant to clause 15.2, Surveyors UK permits the Partner to set cookies or other tracking technologies on the Advertising or Customer Marks, the Partner shall:

• 13.3.1. provide Surveyors UK with information about such cookies or other tracking technologies for Surveyors UK’s review as required by Surveyors UK for compliance with all Data Protection Laws;
• 13.3.2. advise Surveyors UK of any updates required to Surveyors UK’s privacy notice and cookie consent management system to reflect the application of the relevant cookies or other tracking technologies such that all parties comply with all Data Protection Laws;
• 13.3.3. advise Surveyors UK of any other actions required for Surveyors UK to comply with all Data Protection Laws in connection with the use of the relevant cookies or other tracking technologies;
• 13.3.4. ensure that neither the Partner nor any Customer uses nor stores information collected or stored from such cookies or other tracking technologies for profiling purposes; and
• 13.3.5. ensure the relevant cookies or other tracking technologies comply with any expiry period required by Surveyors UK.

14. Force majeure

14.1.

A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to circumstances beyond their reasonable control including, but not limited to war, terrorism, strikes, lock outs or other industrial action, breakdown of systems or network access, explosion, fire, corrosion, flood, epidemics, pandemics, natural disaster, or adverse weather conditions.

15. Notices

15.1.

Any notice given under these Terms must be in writing, whether or not described as “written notice” in these Terms.

15.2.

Any notice given by one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in the Order or as notified by one party to the other in accordance with this Clause 17):

• 15.2.1. delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
• 15.2.2. sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

16. General

16.1.

Surveyors UK may subcontract any of its obligations under this Agreement, providing that Surveyors UK shall remain responsible to the Partner for the performance of any subcontracted obligations.

16.2.

Subject to clause 17.1, neither party may assign, sub-contract, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.

16.3.

No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

16.4.

If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision of these Terms would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16.5.

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

16.6.

The Partner shall not state, represent, or imply, whether expressly or by conduct, that its inclusion on the Site or its relationship with Surveyors UK constitutes or implies any approval, accreditation, certification, sponsorship, or endorsement by Surveyors UK.

16.7.

The Partner shall not, without Surveyors UK’s prior written consent, use Surveyors UK’s name, trade marks, logos, or other branding:

• 16.7.1. in any press release, public announcement or publicity material; nor
• 16.7.2. in any manner that could reasonably be interpreted as indicating any such approval, accreditation, certification, sponsorship, or endorsement.

16.8.

The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

16.9.

The Agreement may not be varied except by means of a written document signed by or on behalf of each party.

16.10.

The Order and these Terms shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter and neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

16.11.

The Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.