These are the Terms of Trade/Business of Classic Rock Broadcasting Ltd t/a Radio Nova, Nova.ie and any trading name that the Company may trade under from time to time.
1 Definitions
1.1 The ‘Company’ means Classic Rock Broadcasting Ltd t/a Radio Nova, a company licenced by the Broadcasting Authority of Ireland 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’ shall mean a person, firm, entity or body corporate who submits an advertising order to or commits to an Agreement with the Company who warrants that it/he/she is authorised to act as with the authority or and/or on behalf of the Advertiser. Where an advertising order is submitted via an Advertising Agency or Agent (should the Company accept such an order placed with it via an intermediary), the Advertiser will still be deemed to be the party committing to such an Agreement with the Company.
1.3 ‘Guarantor’ means a person (or persons), or entity, who agrees to be liable for debts of the Advertiser on a principal debtor basis.
1.4 ‘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.
1.5 ‘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.
1.6 ‘Fee’ shall mean the amount specified in an Agreement for the broadcasting of advertising and, if appropriate, production charges
1.7 ‘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.
1.8 ‘Regulations’ means all broadcasting and advertising regulations in Ireland and the EU such as, but not limited to, codes issued by the Broadcasting Authority of Ireland, Advertising Standards Association of Ireland, Independent Broadcasters of Ireland and any other such body that publishes codes relating to the governance of broadcasting whether statutory or voluntary.
1.9 ‘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
1.10 ‘Parties’ means the Company, the Advertiser and any other signatures to an Agreement.
1.11 ‘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 (in accordance with the Broadcast Period) and the campaign shall commence, being the date (or the first Monday following such date).
1.12 ‘End Date’ 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, in accordance with the IAPI Membership List and internal policies in place by the Company at the time.
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 confirmed by the Company.
1.16 “Production Specifications” means industry standards for recording of commercials including industry-recognised audio broadcast standards.
1.17 ‘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.
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 Ltd, 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/Goods/Advertising and/or the Advertiser’s acceptance of Services/Goods/Advertising as supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
2.2 The Advertiser shall be ultimately 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, and any change to the terms of this agreement must be agreed by the Company. The Company’s representatives will have authority to approve, or agree any amendments to, Advertisements for the Company and the Advertiser respectively
2.3 Where more than one Advertiser has entered into this agreement, the Advertisers shall be jointly and severally liable for all payments of the Fee.
2.4 Upon acceptance of these terms and conditions by the Advertiser the terms and conditions are irrevocable and can only be amended with the written consent of The Company.
2.5 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.
2.6 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.
2.7 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.
2.8 Until an Agreement has been signed by both Parties (e.g. where a person has requested an option on a radio sponsorship campaign but has not submitted an order or signed an Agreement, the Company shall have no obligations in respect of such campaign 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 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 can be accepted by the Company by cheque, bank draft, or by direct credit.
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 of the Company to deliver Advertising, for whatever reason, shall not entitle either party to treat an Agreement as repudiated.
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 In respect of any Fees not received by the Company by the Due Date, the Advertiser will be liable to pay to the Company interest at a rate of 4% above the prevailing EURIBOR rate for as long as any such period prevails.
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. The cost incurred in such removal shall be paid by the Advertiser and the charge for broadcast shall be paid in full notwithstanding that the order in part shall be deemed to be terminated and the Advertisements removed;
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 costs of collection, including all legal fees incurred by the Company, of such overdue Fees. Any such cost of collection may be added to the amount of the Fees to be collected from the Advertiser at the discretion of the Company,
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 Advertising Standards Association, Broadcasting Authority of Ireland 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). It is understood that the Company may issue a charge for any such Production services, subject to discussion and agreement with the Advertiser.
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
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 Advertiser hereby disclaims any right to rescind, or cancel agreements or to sue for damages or to claim restitution arising out of any representation made to the Advertiser by the Company and the Advertiser acknowledges that the Services/Goods/Advertising are bought relying solely upon the Advertiser’s skill and judgment.
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 spot fixing is specifically requested by the Advertiser or the Agent, an additional cost may be charged to the Advertiser.
6.4 After completion of broadcasting, if requested by the Advertiser or the Agent (as appropriate), the Company shall supply a confirmation of transmission / transmission times for Advertisements.
6.5 The Advertiser shall inspect any Commercial Production/Scripting/Recording (item) upon receipt from the Company and shall within twenty four (24) hours days notify the Company of any alleged defect, inaccuracy or failure to comply with the description or quotation. The Advertiser shall afford an opportunity to the Company to rectify any such inadequacy within a reasonable time. If the Advertiser shall fail to comply with these provisions the Advertisement shall be presumed to by the Company to be free from any defect or inaccuracy. In such a case, the Company’s liability is limited to recording a new item.
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, The Broadcasting Authority of Ireland, 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 or the appearance of any person in his 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 business 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 any breach of these terms and conditions or in any manner whatsoever in consequence of the posting and display of any Advertisement or copy supplied by or broadcast for the Advertiser. The Advertiser agrees that the Company may conduct its own defence in any legal proceedings brought against it and the Advertiser hereby agrees to indemnify the Company against all legal costs incurred by the Company in conducting such defence. All amounts payable by the Advertiser under this clause shall be payable to the Company on demand.
7.3 The Company agrees not to place competing products next to each other in commercial breaks where possible.
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, Broadcasting Authority of Ireland or any other codes and standards to which the Company must comply with or adhere to.
7.5 In the event that the Company exercises its rights under these terms and conditions, the Advertiser shall have no claim for damages for breach of contract and the commercials and airtime reserved shall be paid for in full, notwithstanding that the Advertisements have not been broadcast.
8 Sale of Services/Goods/Advertising
8.1 This agreement is subject to the provisions of the Sale of Services/Goods Act 1893 and the Sale of Services/Goods and Supply of Services Act 1980 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 10.1 nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Sale of Services/Goods Act 1893 (in particular sections 12-15), or the Sale of Services/Goods and Supply of Services Act 1980, 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 Services / Goods / Advertisers as a consumer, the provisions of Clauses 7 and 8 above shall be subject to any laws or legislation governing the rights of consumers.
9 Default & Consequences of Default
9.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 1.0% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
9.2 If the Advertiser defaults in payment of any invoice when due, the Advertiser hereby indemnifies the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs of solicitor/barrister and any legal fees incurred in the collection of the debt.
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 those relating to payment); The Company may suspend or terminate the supply of Services/Goods/Advertising to the Advertiser and any of its other obligations under the terms and conditions. The Company will not be liable to the Advertiser for any loss or damage the Advertiser suffers because The Company exercised its rights under this clause.
9.4 If any account remains overdue after thirty (30) days then an amount of the greater of €20.00 or 10.00% of the amount overdue (up to a maximum of €200) shall be levied for administration fees which sum shall become immediately due and payable.
9.5 Without prejudice to the Company or 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.
10 Security and Charge
10.1 Despite anything to the contrary contained herein or any other rights which the Company may have howsoever:
a) Where the Advertiser and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Advertiser and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to The Company or the Company’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Advertiser and/or the Guarantor acknowledge and agree that the Company or its nominee shall be entitled to lodge where appropriate a caveat, which caveat shall be leased once all payments and other monetary obligations payable hereunder have been met.
b) Should the Company elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Advertiser and/or Guarantor shall indemnify the Company from and against all costs and disbursements incurred by it including legal costs on a solicitor and own Advertiser basis.
c) The Advertiser and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Company or the Company nominee as the Advertiser’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause
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 that other party or an examiner is appointed in respect of the Advertiser / 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; or
10.1.8 anything analogous to any of the foregoing occurs under the law of any jurisdiction in relation to that other party where it carries on business.
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 full rate agreed for the Advertising in question up to and until the time at which the display is discontinued together with any other Fees due and owing by the Advertiser to the Company but the Company shall not be liable to pay any damages losses or expenses to the Advertiser as a result 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.
11.4 An Agreement as signed by both Parties can be cancelled by the Advertiser or Agent (as appropriate) by written notice to the Company at least 90 days prior to the In Charge Date.
11.5 5.2 Where a Confirmation of Order is stated to be non-cancellable or where the Advertiser wishes to cancel the Order on fewer than 90 days’ notice, it may not be cancelled, although it may be transferred to another product/brand, subject to the agreement of the Company and always subject to these Terms and Conditions.
12 Data Protection
12.1 The Advertiser and the Guarantor/s (if separate to the Advertiser) authorises the Company to:
a) Collect, retain and use any information about the Advertiser, for the purpose of assessing the Advertiser’s creditworthiness or marketing products and services to the Advertiser; and
b) To disclose information about the Advertiser, whether collected by the Company from the Advertiser directly or obtained by the Company from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing (whether before or after judgement) a default by the Advertiser on publicly accessible credit reporting databases.
12.2 Where the Advertiser is an individual, they hereby grant permission to the Company as per the processes in 12.1.
12.3 The Advertiser shall have the right to request the Company for a copy of the information about the Advertiser retained by the Company and the right to request the Company to correct any incorrect information about the Advertiser held by the Company.
13 Production Charges/Intellectual Property
13.1 Where the Company produces advertising material services for the Advertiser, then the copyright in the productions shall remain vested to the Company and shall only be used by the Advertiser on media other than the Company at its discretion. 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. It should be understood that third parties such as voiceover artists raise charges for their services and that payment of such charges are specifically the responsibility of the Advertiser. In the event of a production been used on another media organisation, additional charges may be levied by such third parties; any such charges will be invoiced by the Company to the Advertiser. Further production to existing or agreed produced commercials will incur extra fees.
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).
14.1.5 public health restrictions or pandemic.
14.2 The Company shall be entitled to be paid in full by the Advertiser any moneys due and owing by the Advertiser to the Company but shall not be liable to pay any damages, costs or expenses to the Advertiser as a result or in respect of such suspension, variation or cancellation.
15. Claims for Compensation
15.1 Without prejudice to clause X and to the Media Owner’s express rights to refuse to broadcast Advertisements in accordance with this Agreement, if any Advertisement or copy approved by the Company and supplied is not broadcast for a period of 7 consecutive days or more of a campaign, the Company shall make to the Advertiser an allowance of the proportionate part of the Fees payable by the Advertiser for 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 the due date.
15.4 The Company shall not be liable to the Advertiser, to provide compensation:
15.4.1 if the Advertisement or copy has not been delivered in accordance with this contract;
15.4.2 in respect of any damage or incorrect or non-broadcast of any Advertisement if it remedies the defect within 3 Business Days after the receipt of notification and provided it has approved advertising copy from the Advertiser to remedy the defects or has notified the Advertiser of any shortfall in supply of airtime;
15.4.3 in respect of a transmission failure, if it restores transmission within 3 Business Days after receipt of notification;
15.5 When a Company provides a mutually agreed overshadow whether by extending the period of the relevant campaign or by way of providing additional Advertisements, then any agreed errors or damages for which compensation is due will be set off against the overshadow.
15.6 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.
15.7 The Company shall not be liable for loss or damage to any Advertisement prior to supply to the Company.
15. Change of rates and conditions
15.1 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.
15.2 The Company reserves the right to change its standard rates and its standard terms and conditions, with the consequence that future agreements between the Parties, if any, may be entered into on amended terms and conditions, and at different rates.
16. Waivers and Alternative Remedies
16.1 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.
16.2 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.
16.3 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.
16.4 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.
17. Assignment / Sub-contracting
17.1 The Advertiser shall not, without prior written consent of the Company assign any of its rights or obligations under these terms and conditions.
17.2 The Company shall have the right to subcontract any of its obligations either in whole or part unless otherwise specifically agreed between the parties.
17.3 It is expressly understood that the Agreement between the parties is one solely between each entity and that no Advertising Agency and/or Agent is a signatory to the Agreement nor can the Advertiser derogate any of its duties or responsibilities without the express consent of the Company. It is expressly understood that the Advertiser is representing itself in this Agreement and that it is not entitled to appoint an Advertising Agency or/or Agent without the express consent of the Company and that any such act would represent a change in these terms and conditions. In the event that an agreement is reached between the Parties for the Advertiser to assign its rights or obligations under the terms and conditions to an Advertising Agency and/or Agent, it is expressly understood that the Company will not be liable for any costs as a result of such a proposal, nor will the net fee that the Company receives under the Agreement be reduced in any way at any stage.
17. General
17.1 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.
17.2 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.
17.3 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.
17.4 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 16 and elsewhere in these terms. Under no circumstances shall the liability of The Company exceed the Fee.
17.5 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.
17.6 The Company may license or sub-contract all or any part of its rights and obligations without the Advertiser’s consent.
17.6 Nothing in these terms and conditions and no action taken by the parties pursuant to these terms and conditions shall create, or be interpreted or construed as creating a partnership, agency, joint venture or, other co-operative entity between the parties.
17.7 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 or other party unless expressly provided otherwise in these Terms and Conditions.
17.8 The Company reserves the right to review these terms and conditions at any time. If following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Company publishes revised terms on its website.
17.9 No terms and conditions other than these Terms and Conditions or any variation thereof under clause 13 herein shall be binding on the Company unless agreed by it in writing, but nothing in these Terms and Conditions shall preclude the Company and 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/Business, please contact The Commercial Director, Radio Nova, Castleforbes House, Castleforbes Road, Dublin 1, D01 A8NO, Ireland or call +353 1 5241100.
