1 Definitions and Interpretation
1.1 In these Conditions the following words have the following meanings:
“Advertisement” means an advertisement provided by the Advertiser for publication on the Creative Company Listings or the Opportunities Board;
"Advertiser" means the person(s), firm or company who purchases the Advertising Space from Creative Lives in Progress, whether they are the advertiser or an agency, media buyer or other third party acting on behalf of that advertiser;
“Advertising End Date” means the date on which an Advertisement is scheduled to cease to appear on the Opportunities Board or the Creative Company Listings (as applicable) as specified in an order accepted in accordance with Condition 2.2;
“Advertising Space” means the advertising space on the Opportunities Board or the Creative Company Listings (as applicable) to be provided to the Advertiser by Creative Lives in Progress in accordance with an order accepted in accordance with Condition 2.2;
“Advertising Start Date” means the date on which the Advertiser desires an Advertisement to first appear on the Opportunities Board or the Creative Company Listings (as applicable) as specified in an order accepted in accordance with Condition 2.2;
"Contract" means a contract formed in accordance with Condition 2.4;
“Creative Company Listings” means the directory containing details of creative companies, made available by Creative Lives in Progress at the Website from time to time.
"Creative Lives in Progress” means Creative Lives in Progress Limited (Registered No 10355011) whose registered office is at 21 Downham Road, London, N1 5AA;
"Opportunities Board" means the page(s) advertising opportunities made available by Creative Lives in Progress at the Website from time to time;
“Website” means creativelivesinprogress.com (or such other website operated by Creative Lives in Progress as may replace it).
2 Basis of Contract
2.1 Each order for Advertising Space placed by the Advertiser with Creative Lives in Progress shall be deemed to be an offer by the Advertiser to purchase Advertising Space subject to these Conditions. Each order must be in the form specified by Creative Lives in Progress from time to time.
2.2 No order placed by the Advertiser shall be deemed to be accepted by Creative Lives in Progress until a written acceptance of that order is issued by Creative Lives in Progress or (if earlier), publication of the Advertisement on the Opportunities Board or the Creative Company Listings (as applicable). Any order shall be accepted entirely at the discretion of Creative Lives in Progress.
2.3 Any quotation or estimate made by Creative Lives in Progress and any price list published by Creative Lives in Progress is subject to these Conditions.
2.4 On acceptance of an order by Creative Lives in Progress in accordance with Condition 2.2, a contract is formed between Creative Lives in Progress and the Advertiser for the provision of Advertising Space, incorporating these Conditions and the accepted order to the exclusion of all other terms and conditions (including any terms or conditions which the Advertiser purports to apply under any purchase order, confirmation of order, specification or other document).
2.5 The Advertiser can only cancel an order (or any part of an order) which Creative Lives in Progress has already accepted, where Creative Lives in Progress gives its prior agreement in writing (which may be given or withheld in Creative Lives in Progress’ discretion. No refunds will be granted in respect of cancelled orders.
2.6 Any variation to these Conditions and any representations about the Advertising Space shall have no effect unless expressly agreed in writing and signed by Creative Lives in Progress.
2.7 The Advertiser acknowledges and agrees that Creative Lives in Progress acts only in the capacity of publicising opportunities. It does not effect introductions, and nor does it supply candidates to advertisers.
3 Provision of Advertising Space
3.1 The Advertiser must supply the materials and information for the relevant Advertisement within such time in advance of the Advertising Start Date as may be specified by Creative Lives in Progress on the Website or by notification in writing to the Advertiser. Such materials must meet the technical requirements specified by Creative Lives in Progress on the Website or by notification in writing to the advertiser.
3.2 Creative Lives in Progress shall not be liable for any failure to display the relevant Advertisement from the Advertising Start Date in the event that the Advertiser does not comply with Condition 3.1.
3.3 Creative Lives in Progress may, without liability, reject, cancel, amend or require the amendment of any Advertisement or the positioning of any Advertisement or take down any Advertisement where it has reason to believe, at its sole discretion, that any Advertisement may not be in compliance with these Conditions or it is requested to do so by any applicable regulator. No refunds shall be granted in the event that Creative Lives in Progress amends, changes the positioning of or takes down any Advertisement following publication on the Opportunities Board or the Creative Company Listings (as applicable) pursuant to its rights under this Condition 3.3.
3.4 Subject to Conditions 3.2 and 3.3, Creative Lives in Progress will use reasonable endeavours to display the Advertisement including materials and information substantially as provided by the Advertiser on the Opportunities Board or the Creative Company Listings (as applicable) as from the relevant Advertising Start Date and to cease to display the Advertisement from the relevant Advertising End Date.
3.5 Acceptance or publication of any Advertisement does not constitute acceptance by Creative Lives in Progress that such Advertisement complies with these Conditions.
3.6 The Advertiser hereby grants Creative Lives in Progress a worldwide, non-exclusive, royalty-free licence to display any Advertisement and any materials and information provided in or in relation to the order for Advertising Space on the Website in accordance with these Conditions and to produce and distribute screenshots of the Website (which may include the Advertisement) anywhere in the world in any way and for any purpose whatsoever.
3.7 The Advertiser acknowledges that the Website may include advertising of any other third party, including its competitors.
4 Price and Payment
4.1 Unless otherwise agreed by Creative Lives in Progress in writing the price (“Price”) for Advertising Space shall be the price set out in Creative Lives in Progress’ price list as published on the date of formation of the relevant Contract.
4.2 Unless otherwise agreed in writing, the Price shall be exclusive of any value added tax or other similar taxes or levies, all of which amounts the Advertiser will pay, where appropriate, in addition to the Price.
4.3 Creative Lives in Progress may change the rates it charges for Advertising Space at any time but this will not affect any orders which have previously been accepted by Creative Lives in Progress.
5 Payment Terms
5.1 Payment of the price for the Advertising Space is due in full at the point an order is submitted by an Advertiser to Creative Lives in Progress. The Advertiser shall pay the Price at such time, failing which Creative Lives in Progress shall have no obligation to publish the Advertisement or to provide the Advertising Space and shall have no other responsibility or liability under the relevant Contract or these Conditions.
5.2 Subject to Condition 3.3, in the event Creative Lives in Progress decides, at its sole discretion, prior to publication of the Advertisement, that an Advertisement submitted is inappropriate in any way, such Advertisement shall not be displayed within the Advertising Space and Creative Lives in Progress shall reimburse the Price to the Advertiser. However, publication of an Advertisement does not indicate that Creative Lives in Progress has accepted that Advertisement as being in compliance with these terms and conditions, which shall remain the sole responsibility of the Advertiser.
5.3 The Advertiser shall make all payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
6 Advertiser responsibilities
6.1 The Advertiser warrants and undertakes that:
(a) where it is an agency, media buyer or third party acting on behalf of an advertiser, that it contracts as principal under these Conditions and any Contract and that it has all necessary authority to place any and all Advertisements on behalf of the relevant advertiser;
(b) it will comply with all reasonable instructions of Creative Lives in Progress from time to time concerning the Advertising Space and the performance of any Contract;
(c) the Advertisement will not breach any applicable law, regulation or code (whether statutory or self-regulatory) applicable to the Advertiser or the Advertisement from time to time and the Advertiser shall comply with the requirements of any applicable regulator (including, without limitation, the Advertising Standard Authority, Competition and Markets Authority and Trading Standards) to the extent they relate to the Advertisement;
(d) the Advertisement will not be misleading, obscene, defamatory, libellous, blasphemous, discriminatory (whether by race, religion, gender, sexual orientation or otherwise) or otherwise negatively affect Creative Lives in Progress or potentially bring Creative Lives in Progress or the Website into disrepute;
(e) the publication of the Advertisement will not infringe any third party rights (including without limitation intellectual property rights and rights to privacy) and will not have been copied from any third party work;
(f) it will notify Creative Lives in Progress immediately of any challenges to or claims relating to the Advertisement and made by an applicable regulator or any other third party;
(g) the Advertisement will be free from viruses and other harmful code and will not impair the operation of the Website.
6.2 The Advertiser shall indemnify and keep indemnified Creative Lives in Progress from and against all losses, damages, costs, expenses (including reasonable legal and other third party costs) and liabilities incurred by Creative Lives in Progress arising out of:
(a) any breach by the Advertiser of any of its warranties as set out at Condition 6.1; and
(b) any claim, action or demand alleging that the use or publication of the Advertisement and/or any material provided by the Advertiser infringes the rights of any third party.
7 Warranties and Remedies
7.1 Creative Lives in Progress gives no warranty as to the usage of the Website or the number of page impressions, click-throughs or website hits which the Website or any Advertisement (or link embedded in any Advertisement) attract or will attract during the term of any Contract.
7.2 Creative Lives in Progress gives no warranty that the Website shall be available uninterrupted or error free, including during any period in which the Advertiser has purchased Advertising Space.
7.3 If the Advertiser establishes to Creative Lives in Progress’ reasonable satisfaction that, due to the default of Creative Lives in Progress, the Advertising Space has not been provided for the agreed period or the Advertisement has appeared with material errors or defects, then Creative Lives in Progress shall at its option and within a reasonable time;
(a) provide the Advertiser with reasonably equivalent Advertising Space for a period equal to the period in which the Advertising Space originally purchased was not provided or the Advertisement appeared with material errors or defects; or
(b) issue a credit note to the Advertiser in respect of that part of the Price which reflects the period in which the Advertising Space originally purchased was not provided or the Advertisement appeared with material errors or defects; subject, in each case, to the Advertiser notifying Creative Lives in Progress of the relevant failure or defect as soon as reasonably practicable. Performance of either of the above options shall constitute an entire discharge of Creative Lives in Progress’ liability under this warranty and the Advertiser’s sole and exclusive remedy in respect of the relevant failure or defect.
7.4 Creative Lives in Progress shall be under no liability under the warranty at Condition 7.3 above:
(a) in respect of any failure or defect arising from materials provided by the Advertiser or the Advertiser’s failure to comply with these Conditions;
(b) if the total Price for the Advertising Space has not been paid by the due date for payment.
7.5 The warranties set out in this document are the only warranties which shall be given by Creative Lives in Progress and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from each and every Contract.
8 Exclusion and Limitation of Liability
8.1 Nothing in these Conditions excludes or limits the liability of Creative Lives in Progress for death or personal injury caused by Creative Lives in Progress’ negligence, or for fraudulent misrepresentation.
8.2 Creative Lives in Progress’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of each Contract shall be limited to the Price paid or payable under such Contract.
8.3 Creative Lives in Progress shall not be liable to the Advertiser for any loss of profit or other economic loss (direct or indirect) or for any indirect or consequential loss or damage.
9 Subcontracting, Assignment and Third Party Rights
9.1 The Advertiser shall not be entitled to assign, charge or transfer any Contract or any part of it or resell the Advertising Space without the prior written consent of Creative Lives in Progress.
9.2 Creative Lives in Progress may assign, charge, subcontract or transfer any Contract or any part of it to any person.
9.3 A person who is not a party to the Contract shall not have the right (whether under the Contracts (Rights of Third Parties) Act or otherwise) to enforce any term of the Contract.
10 Force Majeure
Creative Lives in Progress reserves the right to suspend or to cancel any Contract in whole or in part (without liability to the Advertiser) if it is prevented from or delayed in the carrying on of its obligations under the Contract due to circumstances beyond the reasonable control of Creative Lives in Progress including, without limitation, Acts of God, fire, flood, lightning, war, revolution or acts of terrorism (an “event of force majeure”). Creative Lives in Progress shall not be liable to the Advertiser to the extent that it is prevented from or delayed in the carrying on of its obligations under any Contract as a result of any such event of force majeure. If the event of force majeure continues for a continuous period in excess of 3 months, the Advertiser shall be entitled to give notice in writing to Creative Lives in Progress to terminate the affected Contract.
11 Breach of Contract or Insolvency
11.1 Creative Lives in Progress may immediately suspend further performance of any Contract or cancel any provision of Advertising Space and take down any Advertisement or by notice in writing to the Advertiser terminate any Contract without liability if:
(a) the Advertiser commits a breach of any of its obligations under the Contract which is incapable of remedy;
(b) the Advertiser fails to remedy a breach of its obligations under any Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by Creative Lives in Progress to remedy or desist from such breach within a period of 14 days; or
(c) the Advertiser becomes or is reasonably likely to become insolvent, enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement as defined by the Insolvency Act 1986, has a liquidator, receiver, administrative receiver or administrator appointed over any or all of its assets, compromises any debts with creditors or undergoes any similar event in any other jurisdiction or the Advertiser's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2 Notwithstanding any such termination or suspension in accordance with Condition 11.1 above, the Advertiser shall pay Creative Lives in Progress the Price for all Advertising Space ordered on or before the date of suspension or termination and the termination of the Contract for whatever reason shall not affect the rights or remedies of either party in respect of any pre-existing breach.
12 General
12.1 Any Contract, its content, the matters to which it relates and information exchanged pursuant to it are confidential between the parties.
12.2 Nothing in the Contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
12.3 The waiver by either party of any breach of a Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
12.4 If at any time any one or more of the Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, it shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.
12.5 The Contract sets out the entire agreement and understanding between the Advertiser and Creative Lives in Progress in connection with the provision of the Advertising Space. The parties acknowledge that the Contract has not been entered into wholly or partly in reliance on, nor has either party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in these Conditions.
12.6 Each party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind the Contract which it might otherwise have had in relation to them.
13 Law and Jurisdiction
13.1 Each Contract shall be governed by English law.
13.2 Each Contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit