Terms of Trade/Business
These are the Terms of Trade/Business of Classic Rock Broadcasting Limited t/a Radio Nova, Nova.ie and any trading name that the Company may trade under from time to time.
Last Updated: 07/10/2026. 14.33
1 Definitions
1.1 The ‘Company’ means Classic Rock Broadcasting Limited t/a Radio Nova, a company licensed by Coimisiún na Meán to broadcast to Dublin, Kildare, Meath, Wicklow and available nationwide, its successors and assignees or any person acting on behalf of and with the authority of the Company.
1.2 The ‘Advertiser’ means a person, firm, entity or body corporate who submits an advertising order to, or commits to an Agreement with, the Company. Where an advertising order is submitted through an Advertising Agency or Agent (and the Company accepts an order placed through an intermediary), the Agent warrants that it is duly authorised to act on behalf of the Advertiser, and the Advertiser remains the party contracting with the Company and liable for the Fee.
1.3 ‘Advertisement’ means radio advertising or any other advertising material, to include radio spot advertisements, sponsorship, or any other form of on-air promotional activity intended by the Advertiser for broadcast by the Company.
1.4 ‘Agent’ means any person, firm or body corporate appointed by the Advertiser as agent to administer an Agreement and in so doing to enter into an Agreement on its behalf, should it be permitted by the Company under the terms of an Agreement. For the avoidance of doubt, an Agreement signed on behalf of an Agent or intermediary will be deemed to have been signed by the Advertiser that the Agent represents.
1.5 ‘Fee’ shall mean the amount specified in an Agreement for the broadcasting of advertising and, if appropriate, production charges.
1.6 ‘Production Charges’ shall mean costs of recording, scripting and/or production of advertising material, commercials, sponsorship stings or other as charged by the Company to the Advertiser under the terms of an Agreement.
1.7 ‘Regulations’ means all broadcasting and advertising regulations in Ireland and the EU such as, but not limited to, codes issued by Coimisiún na Meán, Advertising Standards Authority of Ireland, Independent Broadcasters of Ireland and any other such body that publishes codes relating to the governance of broadcasting whether statutory or voluntary.
1.8 ‘Due Date’ means the date for payment of an Advertising Agreement as stated on an invoice issued by the Company or, in the absence of any such date, 28 days after the invoice date.
1.9 ‘Parties’ means the Company, the Advertiser and any other signatures to an Agreement.
1.10 ‘In Charge Date’ means the date specified as the “In Charge Date” or “start date” in the Agreement with reference to which the specified Advertisement will be broadcast and the campaign shall commence, being that date (or the first Monday following it).
1.11 ‘Broadcast Period’ means the period commencing on the In Charge Date and ending on the End Date, during which the Advertisements are to be broadcast.
1.12 ‘End Date’ means the date specified as the “end date” or the “expiry date” in the Agreement by reference to which the radio advertising delivered shall be calculated.
1.13 ‘Advertising Agency’ means any person, firm or company recognised and accepted as an advertising agency by the Company, at its sole discretion, being an agency on the IAPI Membership List current at the date of the relevant Agreement. An agency’s status under this clause may be withdrawn or refused at any time, including during an Agreement, without liability to the Advertiser or the Agent.
1.14 ‘Customer Application Form’ means a document that the Advertiser must complete to open a trading account with the Company. This is also known as a ‘New Account’ form.
1.15 ‘Advertising Agreement’ / ‘Order’ means the legally binding agreement between the Parties consisting of these Terms and Conditions and any other terms agreed in writing between the Parties from time to time that creates an Order for the broadcast of Advertisements, which is clearly stated to be subject to these terms and conditions and which is submitted by the Advertiser and accepted by the Company.
1.16 ‘Confirmation of Order’ means the written (including electronic) confirmation issued by the Company recording the Advertiser, the Advertisement(s), the Fee, the In Charge Date, the End Date, the Broadcast Period and the rate agreed. In the event of any conflict between a Confirmation of Order and these Terms and Conditions, these Terms and Conditions prevail except where the Confirmation of Order expressly states otherwise.
1.17 “Production Specifications” means industry standards for recording of commercials including industry-recognised audio broadcast standards.
1.18 ‘Overshadow’ means the broadcasting of Advertisements by the Company beyond the End Date to rectify any deficiencies in delivery of advertisements during the In Charge period.
1.19 'Business Day’ means a day other than a Saturday, Sunday or public holiday in the Republic of Ireland.
2 Acceptance
2.1 These Terms and Conditions shall be legally binding on the Advertiser and the Company immediately upon acceptance of them by the Advertiser.
2.2 It is accepted by the Advertiser that the following is stated clearly on the Customer Application Form and in Advertising Agreements that have been accepted and signed, whether verbally, physically or digitally, by the Advertiser: “I hereby agree to abide by the Terms & Conditions of Trade of Classic Rock Broadcasting Limited, available upon request or at www.nova.ie/terms-of-trade”, that these Terms of Trade are available online to the Advertiser upon signing an Agreement and that the Advertiser agrees, when it signs a Customer Application Form or Advertising Agreement, that it has accepted the Terms of Trade and that a contract exists between it and the Company under the terms therein. Any instructions received by The Company from the Advertiser for the supply of Services/Advertising and/or the Advertiser's acceptance of Services/Advertising as supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
2.3 The Advertiser shall be responsible for the payment of the Fee to the Company and for vouching that it has full authority in all matters connected with the placing of the Order and/or signing of the Agreement and the approval or amendment of Advertisements. For the avoidance of doubt, this Agreement, as accepted by the Company, will only relate to the specified advertiser (unless agreed otherwise by the Company), and any change to the terms of this agreement must be agreed by the Company. The Company’s representatives may approve Advertisements and any amendments to them on behalf of the Company. Only a director or the Commercial Director may vary these Terms and Conditions or the Fee, and only in writing.
2.4 Where more than one Advertiser has entered into this agreement, the Advertisers shall be jointly and severally liable for all payments of the Fee.
2.5 These Terms and Conditions apply to the Agreement and, subject to clauses 16 and 19.8, may not be amended except in writing signed by both Parties or varied by the Company in respect of a specific Agreement as provided in those clauses.
2.6 The Advertiser undertakes to give the Company at least fourteen days’ notice of any change in the Advertiser's name, address and/or any other change in the Advertiser's details.
2.7 This Agreement, as signed by any representative, employee or agent of the Advertiser, shall be deemed to have been duly signed with the full authority of the Advertiser.
2.8 Any advertisement, spot booking or sponsorship campaign booked pursuant to this Agreement shall, unless otherwise agreed in writing between the Parties, be booked only for the brand, product or service specified at the time of booking.
2.9 Until an Agreement has been signed by both Parties, the Company shall have no obligations in respect of any proposed campaign. For example, where a person has requested an option on a radio sponsorship campaign but has not submitted an order or signed an Agreement, no obligation arises on the Company until a signed contract exists between both Parties.
3 Price, Fee And Payment
3.1 In consideration for the broadcast of the Advertisements, the Advertiser will pay the Fee to the Company on or by the Due Date. The Fee will be clearly denoted on invoice(s) raised by the Company.
3.2 If Fees are not paid by the Due Date the Company may, without prejudice to any other remedy it may have and without prejudice to the Advertiser's obligation to pay the Fees, refuse to broadcast Advertisements or withdraw currently broadcast Advertisements.
3.3 In the event of a delay by the Advertiser in paying the Fee by the agreed due date, the Company may require any further invoices under the Agreement to be prepaid, and the Advertiser agrees that the payments terms may be revised accordingly.
3.4 At the Company’s discretion, early or prompt payment discounts may be negotiated.
3.5 Payment shall be made by electronic funds transfer to the Company’s nominated bank account, or by such other method as the Company may accept in writing. Payment by cheque or bank draft is accepted at the Company’s discretion.
3.6 All Fees and prices stated by the Company will be exclusive of VAT and other taxes and duties that may be applicable and these shall be added to the Fee at the point of invoice.
3.7 Any failure by the Company to deliver Advertising does not entitle the Advertiser to treat an Agreement as repudiated, and the Advertiser’s sole remedy for any failure to broadcast, or for any incorrect broadcast, is the allowance provided in clause 15. Nothing in this clause affects the Advertiser’s right to terminate under clause 11.1 or the Company’s liability under clause 15.5.
3.8 The Company shall not be liable for any loss or damage whatever by a failure on its part to deliver Advertising promptly or at all.
3.9 Interest shall accrue on any Fees not paid by the Due Date at the rate of 15% per annum or, if greater, at the statutory rate of late payment interest prescribed from time to time by law, calculated on a simple basis at a daily rate from the Due Date until the date of payment, whether before or after judgment.
3.10 In the event that any payment is overdue, the Company reserves the right, without prejudice to all its other rights or remedies, by notice in writing to the Advertiser or Agent:
3.10.1 to cancel all orders in respect of the Advertiser or Agent and to remove their Advertisements from broadcast. Where the Company cancels under this clause 3.10, the Advertiser shall pay (a) the Fees for all Advertisements broadcast up to the date of removal, calculated at the rate agreed in the Agreement, and (b) the costs reasonably incurred in removing the Advertisements from broadcast. The Advertiser shall also be liable for a cancellation charge calculated in accordance with clause 11.6 in respect of airtime reserved but not broadcast.
3.10.2 to require any future accounts to be dealt with in accordance with such revised terms and conditions as the Company may specify;
3.10.3 not to accept further bookings from the Advertiser or Agent.
In addition, the Parties agree that, to the extent that any payment of the Fees is overdue, the Advertiser shall pay the Company the amounts set out in clause 9.5. The Company may add such amounts to the amount to be collected from the Advertiser.
3.11 In the event of any part of an invoice rendered by the Company being disputed by the Advertiser, payment in respect of that part only may be withheld pending settlement of the dispute. The remainder of the invoice shall be paid in accordance with the applicable terms of the Agreement and these Terms and Conditions.
4 Approval & Delivery of Advertisements
4.1 The parties agree that the Company may submit any Advertisements to regulatory bodies such as the Advertising Standards Authority for Ireland, Coimisiún na Meán, and any other body to which it deems it necessary to refer to. The Company may refuse to broadcast Advertisements which are not cleared or over which it has a sufficient level of concern in relation to such advertising standards and codes. The Company will not be obliged to broadcast any advertisement or commercial messages that it deems to be in breach of any advertising standards and/or codes that it is obliged to comply with, and such a decision will be entirely at its own discretion. The Company’s decision will be final in such a case, the Advertiser will be responsible for providing alternative Advertisement copy that, in the view of the Company, does not breach any such codes.
4.2 Subject to any express term(s) to the contrary in the Agreement, all advertising copy is to be delivered to the Company by email or hard copy and shall be supplied to the Company to its representatives and within the timeframe agreed. All Advertisements shall be recorded and supplied to the Company in accordance with the industry-standard Production Specifications.
4.3 In the event that the Parties agree that the Company will undertake production of Advertisements, then all information provided by the Advertiser or the Agent (as appropriate) shall comply with the Production Specifications for copy and provide all detail necessary to allow such production to take place within the necessary timeframe. In the event that copy does not comply with the requirements of this clause the Company shall notify the Advertiser or the Agent (as appropriate). Production services provided by the Company shall be charged at the rate specified in the Agreement or, where no rate is specified, at the Company’s standard production rate notified to the Advertiser before the production work commences. No Production Charges shall be payable unless agreed in writing before the work is undertaken.
4.4 Where the Company is not undertaking production of Advertisements, the Advertiser or the Agent (as appropriate) shall supply the Company with an adequate number of Advertisement copy to complete the broadcasts. The minimum requirements and Production Specifications as available on the Company’s website must be adhered to. In the event of non-delivery of ad copy, the charge for broadcast shall be as stated in Agreement and the commercial time reserved shall be paid for in full, notwithstanding that the Advertisements are not broadcast for the full period. For the avoidance of doubt, it should be understood that radio advertising sold by the Company is a perishable product and that the Company has a limited supply of same. In the event that a failure occurs by the Advertiser to supply Advertisement copy in sufficient time, via acceptable technical standard, or any other reason that may be outlined in these terms, and such commercial time as booked by the Advertiser under an agreement signed by both Parties passes without Advertisements being aired for this reason, then it is agreed that that the Company has complied with its obligations under such an Agreement and the Fee will be due. For the avoidance of doubt, the Company shall be under no obligation to broadcast the Advertisement at a later date or to make any allowance under clause 15 where the failure to broadcast arises from the Advertiser’s failure to supply copy.
4.5 A part delivery of the Advertisements or copy, or a delivery using advertising copy that does not meet the Production Specifications or the provisions of this clause, shall be deemed to be a delivery for the purposes of this clause.
4.6 Where through no breach or default of the Company, the Advertiser or the Agent (as appropriate) fails to deliver an Advertisement copy on time, it will be accepted that the Company shall not be able to broadcast the Advertisement but the Advertiser shall, nonetheless, be liable to pay the corresponding Fees. The Company will use reasonable endeavours to broadcast the Advertisements on an ‘Overshadow’ basis but without any commitment to meet the In Charge Date or other agreed timings with regard to the Broadcast Periods for such Advertisements.
5 Advertiser’s Disclaimer
5.1 The Company gives no warranty, and makes no representation, as to the audience reach, listening figures or ratings achieved by any Advertisement or campaign. The Advertiser acknowledges that it has not relied on any representation as to audience figures. Nothing in these Terms and Conditions excludes or restricts the Company’s liability for fraud or for any misrepresentation made by the Company (or on its behalf) on which the Advertiser has relied, nor any liability which cannot lawfully be excluded.
6 Broadcasting of commercials and sponsorship
6.1 The Company will, subject to the provisions of this Agreement, unless otherwise agreed, broadcast the Advertisements at times in accordance with the In Charge Date and the End Date.
6.2 Each Advertisement will be broadcast during the Broadcast Period, unless the Company’s ability to do so is frustrated by any of the eventualities covered under this Agreement.
6.3 Where a fixed position is requested by the Advertiser or the Agent and the Company is able to accommodate it, the Company may charge the spot-fixing rate specified in the Agreement or its published rate card.
6.4 After completion of broadcasting, the Company shall on request supply a confirmation of transmission. Where the Company supplies transmission data as a standard part of the campaign report, no request is required.
6.5 The Advertiser shall inspect any Commercial Production/Scripting/Recording (item) upon receipt from the Company and shall, within 24 hours of receipt, notify the Company of any alleged defect, inaccuracy or failure to comply with the description or quotation. If the Advertiser fails to comply with this clause, the Advertisement shall be deemed approved by the Advertiser and free from any defect or inaccuracy, and the Company shall not be liable in respect of any such defect.
7 Warranty
7.1 The Advertiser warrants and undertakes that:
7.1.1 all supplied Advertisements will comply with all statutory and other legal requirements and regulations from time to time in force including the Advertising Standards Authority for Ireland, Coimisiún na Meán, or any such replacement or supplementary code as issued from time to time;
7.1.2 it will be responsible for obtaining and paying for all necessary licences and consents for the broadcast of any advertising or copyright material contained in its Advertisement, or for the appearance of any person in its Advertisement;
7.1.3 no Advertisement will breach the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person or, is or could be deemed to be defamatory, of any third party; and
7.1.4 it will not sublet or donate any commercial or sponsorship airtime to or on behalf of any party not specified in the Agreement without the Company’s prior written consent at least 28 days prior to the proposed subletting or donation.
7.2 The Advertiser hereby agrees to indemnify and keep the Company, and its employees, directors, subcontractors and agents indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from (a) any breach by the Advertiser of these Terms and Conditions, or (b) any claim that an Advertisement or copy supplied by or on behalf of the Advertiser, or broadcast for the Advertiser, infringes the rights of any third party or is defamatory or otherwise unlawful. This indemnity does not extend to any claim to the extent it arises from the Company’s own negligence or wilful misconduct, or from any act or omission of the Company in scheduling, editing or placing an Advertisement.
7.3 Where the Advertiser notifies the Company in writing at the time of booking of the names of its principal competitors, the Company shall use reasonable endeavours not to place an Advertisement for a competing product in the same commercial break as the Advertiser’s Advertisement.
7.4 The Company shall have the right, acting in its sole discretion, to refuse to broadcast or continue to broadcast any Advertisement which:
7.4.1 differs in any material respect from any Advertisement specified in the Agreement at the time of booking or subsequently changed without the approval of the Company;
7.4.2 the Company reasonably considers to be unacceptable; or
7.4.3 does not comply with any statutory and other legal requirements and the requirements of the Advertising Standards Authority for Ireland, Coimisiún na Meán, or any other codes and standards to which the Company must comply with or adhere to.
8 Sale of Services/Goods/Advertising
8.1 This agreement is subject to the provisions of the Sale of Goods Act 1893 (in particular sections 12 to 15), or the Sale of Goods and Supply of Services Act 1980, or the Consumer Rights Act 2022, in all cases except where the Advertiser is contracting within the terms of a trade/business (which cases are specifically excluded).
8.2 Notwithstanding clause 8.1, nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Sale of Goods Act 1893 (in particular sections 12 to 15), or the Sale of Goods and Supply of Services Act 1980, or the Consumer Rights Act 2022, or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts laws or legislation.
8.3 In particular where the Advertiser buys advertising as a consumer, the provisions of clauses 7 and 8 shall be subject to the Consumer Rights Act 2022 and any other legislation governing the rights of consumers.
9 Default & Consequences of Default
9.1 Interest on any Fees not paid by the Due Date shall accrue as provided in clause 3.9.
9.2 If the Advertiser fails to pay any invoice when due, the Company may recover its recovery costs and legal costs in accordance with clause 9.5.
9.3 Without prejudice to any other remedies the Company may have, if at any time the Advertiser is in breach of any obligation (including any obligation to pay), the Company may suspend or terminate the provision of advertising to the Advertiser and any of its other obligations under these Terms and Conditions. Any such suspension or termination is without prejudice to the Company's other rights and remedies, and the Company shall not be liable to the Advertiser for any resulting loss or damage, save that this clause does not affect the Advertiser's rights under clause 15 in respect of advertising already broadcast or already paid for.
9.4 Without prejudice to the Company’s other remedies at law, the Company shall be entitled to cancel all or any part of any order of the Advertiser which remains unperformed, in addition to and without prejudice to any other remedies, and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that:
a) any money payable to the Company becomes overdue, or if in the Company’s opinion the Advertiser will be unable to meet its payments as they fall due; or
b) the Advertiser becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Advertiser or any asset of the Advertiser.
9.5 Late Payment Interest, Late Charges, Recovery Costs and Legal Costs
9.5.1 Where any invoice is not paid by the Due Date, the Advertiser shall be in default in respect of that invoice, and without prejudice to any other right or remedy of the Company the Advertiser shall pay to the Company:
(a) interest on the overdue amount at the rate specified in clause 3.9, calculated on a simple basis at a daily rate from the Due Date until the date of payment, whether before or after judgment;
(b) a late charge in respect of each complete calendar month during which any part of the overdue amount remains unpaid, calculated at the rate of one-twelfth of the rate specified in clause 3.9 applied to the balance outstanding at the start of that month, subject to a minimum charge of €25 for each such month;
(c) the fixed sum for compensation towards recovery costs prescribed from time to time by law as compensation for late payment, being at the date of these Terms and Conditions €40 where the invoice value does not exceed €1,000, €70 where it exceeds €1,000 but does not exceed €10,000, and €100 where it exceeds €10,000; and
(d) where the Company's reasonable recovery costs exceed the fixed sum in sub-clause (c), the amount of that excess, including the reasonable costs of instructing a solicitor, barrister or debt collection agency, and any court fees, registration fees and enforcement costs.
9.5.2 The Company shall not be obliged to give notice before any amount becomes payable under clause 9.5.1, but may on or after the Due Date issue a notice to the Advertiser stating the date on which default occurred, the amount outstanding, the amounts then due under clause 9.5.1 and the rate at which further amounts will accrue. The issue of such a notice is not a condition of the Advertiser's liability, and the absence of a notice does not limit any entitlement under this clause 9.5.
9.5.3 The amounts payable under clauses 9.5.1(b), (c) and (d) are debts due and payable by the Advertiser to the Company on demand. The Company may add them to the amount of any invoice to be collected, without prejudice to the Advertiser's right to dispute the underlying invoice under clause 3.11.
9.5.4 Where the Company instructs a solicitor, barrister or debt collection agency to recover any sum owing under these Terms and Conditions, or is required to issue or defend legal proceedings in connection with any such sum, the Advertiser shall pay the Company's reasonable legal costs and outlay on a solicitor-and-own-client basis. Such costs are recoverable as a debt due and payable in the same proceedings, and the Company may add them to the amount claimed.
9.5.5 The Advertiser's obligations under this clause 9.5 are not subject to the limitation in clause 19.4.
9.5.6 Nothing in this clause 9.5 limits any entitlement of the Company under any law providing for interest, compensation or costs in respect of late payment in commercial transactions, and where any such law provides a greater entitlement than this clause, that entitlement prevails.
10 Payment Security
10.1 The Company may, at its discretion, require as a condition of accepting a booking: (a) a personal guarantee in the form required by the Company, signed by a director or owner of the Advertiser; (b) payment in advance of the first campaign; and/or (c) a credit limit and payment terms determined by the Company. Where a guarantee is given, the Advertiser and the Guarantor shall be jointly and severally liable for the Fee.
11 Termination & Cancellation
11.1 The Company reserves the right by notice in writing to the Advertiser and Agent (if applicable), to terminate the Agreement forthwith without prejudice to any other right or remedy if:
11.1.1 the Advertiser or Agent is in breach of these Terms and Conditions; or
11.1.2 the Advertiser or Agent becomes insolvent, unable to pay its debts as they fall due or proposes or makes a general assignment, arrangement or composition with or for the benefit of its creditors;
11.1.3 an order is made or an effective resolution is passed for the winding-up of the Advertiser or Agent;
11.1.4 an encumbrancer takes possession, or a receiver is appointed over all or any of the undertaking, property or assets of the Advertiser or Agent;
11.1.5 an order is made or a petition is presented for the appointment of an examiner to the Advertiser or Agent, or an examiner is appointed in respect of the Advertiser or Agent;
11.1.6 the Advertiser / Agent ceases or threatens to cease carrying on its business or a material part of its business;
11.1.7 the Advertiser or Agent sells or disposes of its undertaking or a major part thereof;
11.1.8 anything analogous to any of the foregoing occurs under the law of any jurisdiction in relation to the Advertiser or Agent where it carries on business; or
11.1.9 the Advertiser seeks to transfer the operation of its duties and obligations under the Agreement to a third-party such as an Advertising Agency and/or Agent.
11.2 In the event of a termination by the Company, the Company shall be entitled to be paid by the Advertiser the Fees at the rate agreed for the Advertising in question up to and including the date on which broadcast is discontinued, together with any other Fees due and owing by the Advertiser to the Company. The Company shall not be liable to pay any damages, losses or expenses to the Advertiser as a result of, or in respect of, such suspension, variation or cancellation. The Company shall not be liable to either the Advertiser or the Agent for any loss of profit, contracts, goodwill or business opportunity arising out of or in connection with the termination of any Order for any reason.
11.3 Upon the termination of the Agreement for any reason, outstanding unpaid invoices rendered by the Company shall be immediately paid by the Advertiser and invoices in respect of Orders prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of invoice. For the avoidance of doubt, this clause does not affect the parties’ rights under clause 11.4 or clause 3.10.
11.4 An Agreement may be cancelled by the Advertiser or Agent (as appropriate) by written notice to the Company received at least 90 days before the In Charge Date. Where the Advertiser cancels with less than 90 days' notice, or where a campaign is cancelled after broadcast has commenced, the Advertiser shall pay the cancellation charge set out in clause 11.6.
11.5 Where a Confirmation of Order is stated to be non-cancellable, or where the Advertiser seeks to cancel with less than 90 days' notice, the Order may not be cancelled. The Advertiser may instead transfer the Order to another product or brand offered by the Company, subject to the Company's agreement, the payment of the Fee and any applicable cancellation charge, and these Terms and Conditions. Where the Order cannot be transferred, the Advertiser shall pay the cancellation charge set out in clause 11.6.
11.6 Where the Advertiser cancels an Order under clause 11.4 or 11.5, or where the Company cancels under clause 3.10.1, the Advertiser shall pay the Company a cancellation charge equal to 50% of the Fees for airtime reserved but not broadcast, or €250, whichever is greater, less any Fees already paid in respect of that airtime. No cancellation charge is payable in respect of airtime which the Company re-sells to another advertiser within 14 days of the cancellation. Payment of the cancellation charge is without prejudice to the Company's right to recover the Fees for airtime already broadcast and its reasonable costs of removal under clause 3.10.1.
12 Data Protection
12.1 The Company may process the Advertiser’s personal data for the following purposes and on the following legal bases: (a) assessing the Advertiser’s creditworthiness and managing credit risk — on the basis of the Company’s legitimate interests in protecting its business and recovering payment; (b) disclosing relevant information to credit reference agencies and to other credit providers for the purpose of obtaining or providing a credit reference — on the basis of the Company’s legitimate interests; (c) recording a payment default on a credit reporting database — where permitted by law and on the basis of the Company’s legitimate interests; and (d) sending the Advertiser marketing communications about the Company’s products and services — where the Advertiser has consented or where otherwise permitted by the ePrivacy Regulations. The Company shall provide a privacy notice setting out how it processes personal data, how long it retains it, and the Advertiser’s rights.
12.2 The Advertiser may exercise the rights available to it under data protection law, including the rights of access, rectification, erasure, restriction, objection and data portability, and may lodge a complaint with the Data Protection Commission. Requests should be directed to data@nova.ie.
12.3 Where a promotion or competition is run on air in connection with the Advertiser, the Advertiser and the Company shall each be a data controller in respect of entrant personal data. The Advertiser shall be responsible for providing a privacy notice to entrants, for the lawful basis on which entrant data is collected, for any prize fulfilment and for any transfer of entrant data outside the EEA. The Company shall process entrant data only in accordance with its privacy notice and the terms of the promotion, and shall not use entrant data for any other purpose.
12.4 The Parties agree that these Terms and Conditions and any Agreement may be executed electronically. An electronic signature shall have the same legal effect as a handwritten signature, in accordance with the Electronic Commerce Act 2000 and Regulation (EU) No 910/2014 (eIDAS). The Parties shall retain the electronic record of the executed Agreement.
13 Production Charges/Intellectual Property
13.1 Where the Company produces advertising material for the Advertiser, the copyright in the productions shall remain vested in the Company. The Advertiser may use the production on media other than the Company only with the Company's prior written consent, which may be subject to the payment of a further fee and to any charges levied by third parties such as voiceover artists. The Advertiser warrants that any material or instructions provided to the Company will not cause the Company to infringe any patent, registered design or trademark in the execution of the Advertiser's advertising. Third parties such as voiceover artists raise charges for their services, and payment of such charges is specifically the responsibility of the Advertiser. Where a production is used on another media organisation, additional charges may be levied by such third parties, and any such charges will be invoiced by the Company to the Advertiser. Further production of, or changes to, existing or previously produced commercials will incur extra fees.
13.2 Until the Company has received payment in full of all Production Charges, the Advertiser shall have no licence to use the production and the Company may require it to cease use.
14. Force Majeure
14.1 The Company shall not be liable to the Advertiser or Agent or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Company’s obligations under these Terms and Conditions, if the delay or failure was due to any causes beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
14.1.1 act of God, acts of terrorism, explosion, inclement weather, tempest, fire or accident;
14.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.1.3 acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.1.4 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); and
14.1.5 public health restrictions or pandemic.
14.2 The Company shall be entitled to be paid in full any moneys due and owing by the Advertiser as at the date of the force majeure event and shall not be liable to pay any damages, costs or expenses to the Advertiser in respect of any suspension, variation or cancellation arising from it. Where advertising is not broadcast as a result of a force majeure event, the Company shall use reasonable endeavours to broadcast the Advertisement on an Overshadow basis or, at the Company’s election, shall credit the Advertiser pro rata for airtime not broadcast. Where neither is possible, the Advertiser shall be entitled to a pro-rata credit of the Fees for airtime not broadcast.
15. Claims for Compensation
15.1 Without prejudice to clause 4 and to the Company’s rights to refuse to broadcast Advertisements under these Terms and Conditions, where an Advertisement which has been approved by the Company and supplied for broadcast is not broadcast for 7 consecutive days or more during the Broadcast Period ending on the End Date, the Company shall allow the Advertiser a proportionate part of the Fees payable in respect of the period during which the Advertisement was not broadcast. Save as expressly set out in these terms, the Company shall not be liable for damages or compensation for any loss or expense whatsoever or inconvenience to the Advertiser.
15.2 All claims for compensation shall be submitted in writing to the Company within 14 Business Days following the End Date of the campaign, with sufficient information to enable the Company to consider the claim. The Company shall not be required to consider any claim submitted after that date, provided that this clause shall not exclude a claim in respect of a matter of which the Company was already aware.
15.3 The Company shall not be liable to the Advertiser to provide compensation if the Advertisement or copy has not been delivered in accordance with this contract, in respect of any damage or incorrect or non-broadcast of any Advertisement:
15.3.1 if it remedies the defect within 3 Business Days after receipt of notification, provided it has received replacement advertising copy from the Advertiser for that purpose;
15.3.2 if it has notified the Advertiser in writing of the shortfall in supply of airtime, specifying the airtime affected;
15.3.3 in respect of a transmission failure, if it restores transmission within 3 Business Days after receipt of notification.
15.4 Where the Company provides a mutually agreed Overshadow, whether by extending the period of the relevant campaign or by providing additional Advertisements, any agreed errors or damages for which compensation is due shall be set off against the Overshadow.
15.5 If the Company is liable for the non-broadcast or incorrect broadcast of any Advertisement under the terms of this Agreement, the Company’s liability shall in no circumstances exceed the charge for broadcast of that Advertisement for the period of non-broadcast.
15.6 The Company shall not be liable for loss or damage to any Advertisement prior to supply to the Company.
16. Change of rates and conditions
16.1 The Agreement comprises these Terms and Conditions and the provisions set out in this document together with any other terms agreed in writing between the Parties from time to time. It is inherently understood by the Parties that any advertising rates will only be held in place by the Company for the duration of the Agreement. If an Agreement between the Parties rolls over to enter a new period of time beyond the End Date, the Company may maintain the same rate as the initial Agreement at its discretion although this is not to be taken as a guarantee or undertaking from the Company that any future agreements (even in a rollover situation) may maintain these advertising rates.
16.2 The Company may review and amend these Terms and Conditions at any time. Any amended terms shall apply to Agreements entered into after the date on which the Company publishes the revised terms on its website, and shall not affect the terms of any Agreement already entered into, which shall continue to be governed by the Terms and Conditions in force at the date of that Agreement.
17. Waivers and Alternative Remedies
17.1 No delay, omission or forbearance on the part of the Company in exercising any right, power, privilege or remedy provided by law or under these terms and conditions shall operate to or be construed or interpreted as operating to:
(i) impair such rights, power, privilege or remedy; or
(ii) operate as a waiver thereof.
17.2 Single or partial exercise by the Company or any right, power, privilege or remedy provided by law or under these terms and conditions shall, whether or not exercised, not preclude any other or further exercise thereof.
17.3 The rights, powers, privileges and remedies of the Company in these terms and conditions are cumulative and not exclusive or any rights, powers, privileges and remedies it would otherwise be entitled to under common law or statute.
17.4 The Company shall be entitled to withhold and set-off monies owing to the Advertiser, in accordance with these Terms and Conditions, in the event and to the extent the Advertiser owes any monies, damages, costs or expenses to the Company in accordance with these Terms and Conditions.
18. Assignment / Sub-contracting
18.1 The Advertiser shall not, without prior written consent of the Company assign any of its rights or obligations under these terms and conditions.
18.2 The Company shall have the right to subcontract any of its obligations either in whole or part unless otherwise specifically agreed between the parties.
18.3 The Agreement is between the Company and the Advertiser. No Advertising Agency or Agent is a party to the Agreement or a signatory to it, and no agency relationship is created between the Company and any Agency or Agent. Where an Agreement is signed by an Agency or Agent on the Advertiser’s behalf, clause 1.5 applies and the Advertiser remains liable for the Fee. The Advertiser may not appoint an Agency or Agent, or transfer its obligations to one, without the Company’s prior written consent.
19. General
19.1 Each clause of this contract is severable and distinct from the others. If any provision of these terms and conditions is or becomes invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
19.2 These terms and conditions and any agreement to which they apply shall be governed by the laws of Ireland and are subject to the jurisdiction of the courts of Ireland. The Advertiser, Company and, if appropriate, the Agent hereby irrevocably agree that the courts of Ireland have exclusive jurisdiction to hear and decide any action or proceedings and to settle any disputes that arise out of or are in connection with these terms and conditions and, for these purposes, irrevocably submits to the jurisdiction of the courts of Ireland.
19.3 The Company shall be under no liability whatever to the Advertiser for any indirect loss and/or expense (including loss of profit) suffered by the Advertiser arising out of a breach by The Company of these terms and conditions.
19.4 In the event of any breach of this contract by The Company the remedies of the Advertiser shall be limited to compensation as described in clause 15. The Company's total liability under or in connection with an Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Fees payable under that Agreement, subject to clause 15.5. This clause 19.4 does not limit the Advertiser's obligations under clause 9.5.
19.5 Subject to clause 3.11, the Advertiser shall not be entitled to set off against or deduct from the Fee any sums owed or claimed to be owed to the Advertiser by the Company.
19.6 Nothing in these Terms and Conditions shall create, or be construed as creating, a partnership or joint venture between the Parties. The provisions of clauses 1.5, 2.3 and 18.3 concerning Advertising Agencies and Agents are unaffected by this clause.
19.7 Neither party shall have any right, power or authority to enter into any agreement, or act on behalf of, or to act as or to be an agent or representative of, or to otherwise bind the other party unless expressly provided otherwise in these Terms and Conditions.
19.8 The Company may review and amend these Terms and Conditions at any time. Amended terms take effect for Agreements entered into after publication of the revised terms on the Company’s website.
19.9 No terms and conditions other than these Terms and Conditions, or any variation of them under clause 16 or clause 19.8, shall be binding on the Company unless agreed by it in writing, but nothing in these Terms and Conditions shall preclude the Company and the Advertiser from varying any of these Terms and Conditions in respect of any specific Agreement if they mutually agree to do so.
For more information on these Terms of Trade, please contact The Commercial Director, Radio Nova, Castleforbes House, Castleforbes Road, Dublin 1, D01 A8NO, Ireland or call +353 1 5241100. Notices to the Company under these Terms and Conditions should be sent to legal@nova.ie, with a copy by post to the address above.