Standard Terms and Conditions (updated 23 May 2019)
Alpha and Jam Limited – Terms & Conditions
Registered Office: 25 Kingly Street, London, W1B 5QB. Registered in England & Wales
Registration Number 2343242
- “Advertiser” means any person, firm or company who, as an independent
media buyer places an Order either itself directly, or indirectly via an Advertising
- “Advertising” means digital advertising content and application to be
provided in digital format to the Media Owner to be displayed on screens.
- “Advertising Agency” means any person, firm, company or outdoor
specialist recognised as an Advertising Agency by the Media Owner and who, acting as an
agent, enters into an Agreement with the Media Owner for the display of Advertising Copy
on any of the Sites.
- “Advertising Copy” means any advertising material, in any format,
intended for display by the Media Owner on behalf of the Principal.
- “Advertising Airtime” means the amount of screen time provided to the
Principal for Advertising in accordance with Clause 4 and as otherwise agreed.
- “Audience Delivery” means the agreed delivery of audience during the
Display Period as set out in the Booking Confirmation.
- “Agreement” means a legally binding agreement between the Parties
consisting of a Booking Confirmation and/or any other terms agreed in writing/email
between the Parties from time to time.
- “Agreement Date” means the date that the Agreement between the Parties
- “Booking Confirmation” means the documents headed “Booking
Confirmation” and/or “Advertising Contract” which shall be sent to the Principal by the
- “Deadline” means the deadline specified in the Booking Confirmation by
when Advertising Copy must be delivered to the Media Owner.
- “Display Period” means the period during which Advertising Copy is to
be displayed by the Media Owner in accordance with the Booking Confirmation.
- “Display Period Start Date” means the date from which the specified
Advertising Copy will be displayed.
- “Fee” means the consideration payable by the Principal for the display
of Advertising Copy on the agreed Site(s) throughout the Display Period as set out in
the Booking Confirmation. In the event that no fee is specified on the Booking
Confirmation, the Fee shall be the standard charge(s) specified in the Rate Card.
- “Media Owner” means any of Alpha and Jam Limited, Signature Outdoor
Ltd, Mediaco Outdoor ltd, Forrest Outdoor Media Ltd, whose registered office is 25
Kingly Street, London, W1B 5QB, and any of their related parties.
- “Order” means an order placed by the Principal with the Media Owner for
the display of Advertising Copy (which is subject always to the Terms and Conditions).
- “Overshow” or “Over Delivery” means the display by the
Media Owner of the relevant Advertising Copy at Sites for a period of time that is
beyond the Display Period and/or in excess of the volume of Advertising Copy that is
required to display in accordance with the Booking Confirmation.
- “Payment Terms” means forty five (45) days after the end of the Display
Period, or such other terms that may be specified in the Booking Confirmation.
- “Parties” means the Media Owner, the Principal and/or the Agent.
- “Piccadilly Lights” means the unique Landsec asset.
- “Playout Delivery Data” means the campaign delivery data provided by
the Media Owner to prove the delivery of the campaign during the Display Period.
- “Posting Period” means the period specified in the Booking Confirmation
within which the Media Owner will display Advertising Copy in accordance with the
- “Principal” means any Advertiser or Advertising Agency, and shall
include their successors in title and agents, who place an Order with the Media Owner
and as such is liable for payment of display of Advertising Copy.
- “Production Specifications” means the last published document headed
Production Specifications published by the Media Owner in relation to the Site(s) in
respect of which an Order has been placed.
- “Rate Card” means the Media Owner’s current scale of charges for
Advertising, a copy of which may be obtained from the Media Owner upon request.
- “Site Owner” means the person, firm or company with whom the Media
Owner has a concession to display advertising on their property.
- “Sites” means the locations at which the Media Owner shall display the
Advertising Copy in accordance with the Booking Confirmation.
- “Terms and Conditions” means the terms and conditions set out in this
document. This document is referenced on Booking Confirmations will be available for
public view on www.alphaandjam.com.
- “Working Day” means any day from Monday to Friday inclusive except any
UK Bank Holiday or UK Public Holiday.
2. APPLICATION OF THESE TERMS AND CONDITIONS
- The Principal shall be ultimately responsible for the payment of Fees and shall be
deemed to have full authority in all matters connected with the placing of the Order and
the approval or amendment of Advertising Copy. A media agency or specialist media buyer
shall be regarded for all purposes as the Principal. For the avoidance of doubt, every
Order placed by an Advertising Agency will be for a specified Advertiser, and any change
to the Advertiser must be agreed in writing by the Media Owner.
- The Terms and Conditions together with any additional terms set out in the Booking
Confirmation will be legally binding on the Media Owner and the Principal in respect of
each Order submitted by the Principal one (1) Working Day after the date of the Booking
- the Principal notifies the Media Owner of an objection to the Booking
Confirmation within such period; or
- a shorter timescale is agreed in writing between the Parties.
- For the avoidance of doubt, failure by the Principal to return a signed Booking
Confirmation to the Media Owner will not prejudice the terms of the Agreement. Any
performance by the Media Owner will be deemed to be subject to the Terms and Conditions.
- Any Orders accepted shall only be used for displaying the Advertising Copy supplied in
relation to the Booking Confirmation.
3. DISPLAY OBLIGATIONS
- The Media Owner will (subject to Clause 2 above) unless otherwise agreed in writing,
display Advertising Copy at the number of Sites as stipulated in the Booking
Confirmation, in accordance with the Posting Period and subject to Clause 4, and from
time to time as necessary renew them with Advertising Copy to be provided by or at the
expense of the Principal.
- The Media Owner shall use all commercially reasonable efforts to ensure that the
total agreed value of Advertising Copy will be delivered during the Display Period, as
set out in the Booking Confirmation. The Media Owner reserves the right to amend the
display impressions frequency and length, during the Display Period at its discretion.
- The Media Owner will provide the Principal, upon request, with Playout Delivery Data
(either in report form or through an automated API connection) in relation to an Order
and its related Advertising Copy.
- Playout Delivery Data provided by the Media Owner is to be used for the proof of
delivery of the Media Owner’s display obligations in accordance with any Booking
Confirmation. The Principal may share the information with Clients, Agencies and
Media Auditors when deemed necessary, provided that the data cannot be shared
with any other third parties without written consent from the Media Owner.
- The Playout Delivery Data is to be used to confirm the Media Owner’s delivery of
Advertisement in accordance with a Booking Confirmation only, and cannot be
aggregated across multiple campaigns to provide data on historical market
trends, or used to influence future pricing or purchasing decisions by any
party. If the data is used in this manner (by any party) the Media Owner
will view this a material breach of these Terms and Conditions, for which
damages may not be an adequate remedy and may, in addition to any remedies
available to it at law, seek injunctive relief.
- In calculating the value of Advertising Copy displayed in connection with the Agreement
(including for the purposes of calculating the value of Overshow or any compensation
based on failure to display the agreed value of Advertising Copy) the rates set out in
the Booking Confirmation (or rates on which a price set out in the Booking Confirmation
have been calculated) will be applied. Where the Booking Confirmation identifies
specific Sites at which Advertising Copy is to be displayed, the value of any
Advertising Copy displayed at different Sites than those identified will be calculated
on the basis of rates determined using similar methodology to the methodology used to
calculate the rates set out for the specific, named Sites (e.g. applying the same
percentage reduction from the Media Owners standard rate card).
- The Media Owner reserves the right to use its discretion to substitute planned Sites for
other Sites of a similar quality where the planned Sites are not available or the Media
Owner otherwise considers this is necessary or desirable. If no Sites of a similar
quality are available, the Media Owner, at its sole discretion, either (a) refund the
pro-rated part of the Fee that relates to the missing Display Period or Audience
Delivery for the Advertising Copy that is not, or is no longer, displayed, in which case
it will have no further obligation to display that Advertising Copy; or (b) provide an
Overshow or Over Delivery to the Principal with an equivalent value to value of the
missing Display Period or missing Audience Delivery for the Advertising Copy that is
not, or is no longer, displayed.
- When the Principal is entitled under the Booking Confirmation to a change of Advertising
Copy on display at a given Site and the Booking Confirmation stipulates a date upon
which such a change should be commenced, the Media Owner shall complete such change
within any period specified in the Posting Period as if the stipulated date were the
Display Period Start Date for a new campaign, provided the Media Owner has received the
relevant Advertising Copy in accordance with Clause 4 below.
- The Fees include the maintenance of display of Advertising Copy at Sites in good
condition provided the Media Owner has been supplied with any necessary replacement
Advertising Copy requested by the Media Owner from time to time in accordance with
- The Media Owner will only provide photographs of displayed Advertising Copy at Sites if
expressly agreed in the Booking Confirmation.
- The display by Media Owner of Advertising Copy on any Site shall be subject to any
prohibitions that may be set by the relevant landlord of the Site. In the event that
Advertising Copy is not able to be displayed on a Site due to such landlord
prohibitions, the Media Owner shall use all reasonably commercial efforts to substitute
the Site for an alternative Site in accordance with clause 3e above.
- The Media Owner shall have the right to approve any Advertising Copy prior to display,
and may refuse any Advertising Copy if, in its reasonable opinion, the Advertising Copy
may be considered (amongst other things) offensive, obscene, blasphemous, racist,
sexist, abusive, inappropriate or contrary to any advertising guidelines or regulations.
- Piccadilly Lights:
- The Media Owner shall provide the Principal with reasonable notice in
advance of any maintenance, repair or other work that is due to take place
to the screen.
- If the maintenance or repair work to the screen is unforeseen
or emergency work, the Media Owner will inform the Principal
of such work as soon as reasonably practicable.
- The Media Owner shall use reasonable endeavours to
ensure that any maintenance, repair or upgrade of the screen is
carried out efficiently and within as short a period of
time as practicable.
- The Media Owner shall use its reasonable endeavours to limit any
physical obstruction that may affect the visibility of Advertising Copy being
displayed on the screen.
- The Principal acknowledges that the Media Owner shall not be in breach of
these provisions where a cradle or scaffolding is being used to access the
screen or the surrounding areas and/or any obstruction is
caused, or where otherwise required for construction, road or
pavement works or general works, redevelopment, refurbishment or rebuilding
works being carried out in connection with Piccadilly Lights (provided that the
owner of Piccadilly Lights shall use reasonable endeavours to limit any
obstruction to the screen when such works are being carried out).
- The Media Owner reserves the right to make changes to the Advertising Copy
display rotation and from time to time, may offer an Advertiser upto one hours
full ownership of the display rotation. The Principle acknowledges that
the Media Owner shall not be in breach of these display obligations for any loss
of Advertising Airtime under these circumstances.
4. SUPPLY OF MATERIAL
- All Advertising Copy (subject to any other terms in the Booking Confirmation) is to be
delivered carriage paid and shall be supplied to the Media Owner in the format(s) and to
the place(s) specified by the Media Owner, and no later than the Deadline. All
Advertising Copy shall be produced and supplied to the Media Owner in accordance with
the Production Specifications of the particular Sites.
- In the case of advertisements to be displayed in a digital format, all Advertising Copy
and Artwork (subject to any other terms in Booking Confirmation) is to be delivered in
the specified electronic format and shall be supplied to the Media Owner no later than
the Deadline. If no Deadline is specified in the Booking confirmation, the Advertising
Copy shall be submitted no later than 5 working days prior to the Display Period Start
- In the event that the Parties agree that the Media Owner will undertake production of
Advertising Copy, then the Principal shall adhere to the Production Specifications and
provide all detail necessary to allow such production to take place within the necessary
- The Media Owner shall be supplied with Advertising Copy in accordance with the
Production Specifications so as to enable the Media Owner to maintain the display in
- Should the Principal fail to deliver Advertising Copy in accordance with this Clause 4
the Media Owner is not obliged to display the undelivered Advertising Copy but the
Principal shall, nonetheless, be liable to pay the corresponding Fees. The Media Owner
will use reasonable endeavours to display the undelivered Advertising Copy but without
any commitment to meet the Display Period Start Date.
- A part delivery of the Advertising Copy or a delivery not meeting the Production
Specification or the provisions of this Clause 4 shall be deemed to be no delivery for
the purposes of this Clause.
- Delivery of Advertising Copy shall not be deemed to have been made if any proposed
bespoke posting instructions have not been finalised and given to and received by the
- Any Advertising Copy used during a campaign shall be disposed of in such manner as the
Media Owner shall decide, unless agreed otherwise at the time of Booking Confirmation.
- The Advertiser expressly permits the Media Owner to photograph the Advertising Copy on
all Sites and use such photographs in any and all marketing materials.
- Piccadilly Lights:
- The Principal acknowledges that the Media Owner and/or the owner of Piccadilly
Lights shall have the right to review and approve all artwork provided in
respect of any Advertising Copy to be displayed on Piccadilly Lights. If the
artwork provided is deemed to contravene any of the creative guidelines relating
to Piccadilly Lights, the Media Owner may, in its absolute discretion, choose to
not display the Advertising Copy.
- Advertising Copy and Artwork (subject to any other terms in the Booking
Confirmation) shall be delivered in the specified electronic format and shall be
supplied to the Media Owner no later than the Deadline, and in the event no
Deadline is specified in the Booking Confirmation, no later than 10 working days
prior to the Display Period Start Date.
- Due to the size and brightness of the screen, extreme care must be taken not to
cause distractions to drivers or pose a risk to photosensitive epilepsy
sufferers. As such, flickering, strobing effects or very quick edits (1 or 2
frames) which vary dramatically in contrast and brightness are therefore
- Any artwork depicting nudity or sexually suggestive imagery must be approved by
the Media Owner prior to the standard artwork deadline specified in the Booking
Confirmation. Overly violent or threatening imagery or messages shall also
require the prior written approval of the Media Owner.
- No political messaging is permitted on Piccadilly Lights
- Brands / products that are directly competitive to the long-term partners
(Samsung, Coca Cola and Hyundai) may not feature prominently as part of any
Advertising Copy. The use or display of brands that are, or may be, considered
competitive with any of the long-term partners must be approved by the Media
5. INVOICING AND CHARGES
- Invoices will be issued at the end of the calendar month in which the Display Period
- With the exception of invoices for Piccadilly Lights, which will be issued
alongside the Booking Confirmations on the day of booking.
- Payment of Fees is due in accordance with the Payment Terms. If Fees are not paid in
accordance with the Payment Terms the Media Owner may, without prejudice to any other
remedy it may have and without prejudice to Principal’s obligation to pay the Fees,
refuse to display any Advertising Copy or withdraw currently displayed Advertising Copy.
- Original invoices shall be sent to the Principal for payment by the Principal unless
otherwise expressly agreed between the Parties in writing. Where the Media Owner has
been notified by the Principal in writing that a third party has been appointed by the
Principal, invoices will be sent to the Principal’s third-party and shall clearly
identify the Principal for whom the third-party is acting.
- In the event of failure to comply with any of the provisions of this Clause 5, the Media
Owner reserves the right to require any other Order to be dealt with in accordance with
revised payment terms.
- In respect of any Fees not received by the Media Owner in accordance with the Payment
Terms the Principal will be liable to pay to the Media Owner interest at a rate of 4%
above the published base rate for HSBC Bank plc from time to time.
- In the event of unpaid account your account information held may be shared with our
appointed Debt Collection Agency/Solicitors.
6. WARRANTIES, LIABILITY AND INDEMNITY
- The Principal warrants and undertakes that:
- all Advertising Copy will comply with all statutory and legal requirements and
regulations from time to time in force including the British Code of Advertising
Sales Promotion and Direct Marketing (edition 11) (or such replacement or
supplementary code as issued from time to time) and Site owners’ advertising
rules and regulations as issued from time to time;
- they will be responsible for obtaining and paying for all necessary licenses and
consents for the posting and/or displaying and/or reproduction of any
Advertising Copy or copyright material contained in or the appearance of any
person in the Advertising Copy; and
- no Advertising Copy will breach the copyright or other intellectual property
rights or be defamatory of any third party; and
- no Advertising Copy will, or may be likely to, bring the brands of any of the
Media Owner, the Site landlord or any of the Media Owners’ customers or clients,
- The Principal will indemnify and keep indemnified the Media Owner (in respect of itself
and its employees, directors, subcontractors and agents) against all actions,
proceedings, costs, damages, expenses, penalties, claims, demands and liability
(including legal fees) incurred and arising from any breach of the above warranties or
in any manner whatsoever.
- The Media Owner shall have the right to refuse to display or to continue to display any
Advertising Copy which does not or which in the Media Owner’s opinion may not comply in
all respects with the Principal’s warranties and undertakings detailed in Clause 6(a)
above. In such event the Media Owner shall not be liable to the Principal for any damage
loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that
may be claimed by the Media Owner against the Principal, the Fees corresponding to
display of such Advertising Copy will be due in full notwithstanding that the
Advertising Copy has not been displayed.
- The Media Owner reserves the right not to display Advertising Copy or to remove a
display of Advertising Copy at any time if in its absolute discretion, the Media Owner
believes the Principal and/or the Advertising Copy is not in compliance with the
warranties in Clause 6(a) above. In such event, the Media Owner shall not be liable to
the Principal for any damages, losses, costs or expenses whatsoever incurred by either
the Principal or the Advertiser.
- The Media Owners liability to the Principal for the failure to display, as required by
the Agreement, the agreed value of Advertising Copy during the Display Period of the
relevant advertising campaign will be limited to an amount calculated in accordance with
the following formula:
- Limit for the failure to display = Agreed value x (1 – Total campaign
- “Agreed Value” means the total agreed value of the Order.
- “Total campaign delivery” means the percentage of the campaign that is
delivered based on total campaign delivery. This will be
calculated either as a percentage of the Audience Delivery or a
percentage of the Playout Delivery. The delivery scores will be
taken from the PlayCheck reporting system.
- For example, if the Agreed Value of a campaign is £100,000 and a campaign
delivery is found to be at 92.5%, the limit on liability for that campaign will
be £7,500 (i.e., £100,000 x (1 – 92.5%) = £7,500).
- The Media Owner may elect to satisfy any liability to the Principal by providing
Overshow of Advertising Copy of the equal value to such liability or, if agreed between
Parties, the display of different Advertising Copy (including new artwork). Such
Overshow shall be determined by the Media Owner and may take place during the Display
Period and may involve the display of Advertising Copy at substitute Sites and/ or at
additional Sites. Any such remedy will constitute a good discharge of the Media
- The due performance of any Agreement is subject to suspension, variation or cancellation
by the Media Owner (in whole or in part) owing to Acts of God, strikes, lockouts, legal
restrictions, power supply failures, or the loss of any Sites which were included in the
Agreement or for any other reason beyond the Media Owner’s control. In the event of
suspension, variation or cancellation for any of the foregoing reasons the Media Owner
shall be entitled to be paid by the Principal the full Fees corresponding to the Sites
in question up to and until the time at which such suspension, variation or cancellation
occurs but the Media Owner shall not be liable to pay any damages losses or expenses to
the Principal as a result or in respect of such suspension, variation or cancellation.
- The Media Owner shall not be liable for loss of, or damage to, any Advertising Copy
supplied to the Media Owner in the event of any form of fire, lightning, storms and
- The Media Owner’s liability in connection with any Order (whether in contract (by way of
indemnity or otherwise), tort (including negligence), misrepresentation, breach of
statutory duty, restitution or otherwise) shall in no event exceed the amount of the
Fees payable under this Agreement in respect of the Order.
7. CANCELLATION AND TERMINATION
The Principal may cancel an advertising campaign under the Agreement by giving notice in
writing to the Media Owner before the relevant Display Period Start Date, in which case the
cancellation will be on the following basis;
- In respect of a campaign for display on Piccadilly Lights, only on the basis that the
Principal shall pay the Fee in full; and
- In respect of a campaign for display on the IMAX, The Wall @ Westfield and the Westfield
Bridge Wrap, provided the Principal has given written notice of cancellation, the
Principal will be liable to pay a proportion of the Fee as set out below;
- Notice of cancellation is provided within 14 Days of the Agreement Date; 30% of
the Fee is due; plus payment of any production costs incurred by the Media
- Notice of cancellation is provided within 31 Days of the Agreement Date, but
more that 14 days; 60% of the Fee is due; plus payment of any production costs
incurred by the Media Owner.
- Notice of cancellation is provided within 44 Days of the Agreement Date, but
more that 31 days; 80% of the Fee is due; plus payment of any production costs
incurred by the Media Owner.
- Notice of cancellation is provided more than 45 Days after the Agreement Date,
100% of the Fee is due; plus payment of any production costs incurred by the
- In respect of a campaign other than those described in Clauses 7(a) or 7(b), provided
the Principal has given written notice of cancellation, the Principal will be liable to
pay a proportion of the Fee as set out below;
- Notice of cancellation is provided at least 90 days before the Display Period
Start Date of the relevant campaign; without payment of the Fee relating to the
- Notice of cancellation is provided less that 90 days but at least 75 days before
the Display Period Start Date of the relevant campaign; payment of 20% of the
Fee is due; plus payment of any production costs incurred by the Media Owner.
- Notice of cancellation is provided less that 75 days but at least 45 days before
the Display Period Start Date of the relevant campaign; payment of 40% of the
Fee is due; plus payment of any production costs incurred by the Media Owner.
- Notice of cancellation is provided less that 45 days but at least 30 days before
the Display Period Start Date of the relevant campaign; payment of 60% of the
Fee is due; plus payment of any production costs incurred by the Media Owner.
- Notice of cancellation is provided less that 30 days before the Display Period
Start Date of the relevant campaign; the Principal shall pay the Fee in full;
plus payment of any production costs incurred by the Media Owner.
- The Principal may cancel an advertising campaign under the Agreement by giving written
notice to the Media Owner on or after the relevant Display Period Start Date, but if it
does so it must pay the Fee for such campaign in full, unless otherwise agreed in
writing by the Media Owner.
- Where the Principal has cancelled a campaign or been deemed to have cancelled a
campaign, the Media Owner shall be entitled to sell the Sites relating to the cancelled
campaigns to third parties irrespective of whether the Principal had complied with the
payment obligations for cancellation.
- The Media Owner may terminate the Agreement forthwith by notice in writing to the
- the Principal shall become bankrupt or commit an act of bankruptcy or make any
assignment for the benefit of his creditors or enter into any arrangement with
his creditors or being a company shall become insolvent or if any petition for
the winding up or administration of the company is presented or if any other
step is taken for the purposes of the appointment of an administrator or an
administrative receiver of the company or if any steps are taken or negotiations
commenced by the company or by any of its creditors with a view to proposing any
kind of compositions, compromise or arrangement involving the company and its
- the Principal ceases, or in the Media Owner’s reasonable opinion threatens to
cease, to carry on business;
- if any monies to be paid by the Principal to the Media Owner shall be in arrears
for 30 days; or
- if there has been a breach by the Principal of any terms of the Agreement; or
- in the circumstances described in Clause 12.
8. CONSEQUENCES OF TERMINATION
- Following termination of the Agreement the Principal will pay to the Media Owner
forthwith all outstanding Fees (plus interest, in accordance with Clause 5(e), above).
- Any termination of the Agreement and payment of Fees due shall be without prejudice to
any other right of action or remedy which the Media Owner may have under the Agreement
or at law.
- In the event of termination under Clause 7, the Media Owner may continue to display any
Advertising Copy and may enter into any agreements with third parties as considered
appropriate to secure payment for continuing such display.
- In the event of a termination by the Media Owner in accordance with Clause 12, the Media
Owner shall be entitled to be paid by the Principal the full rate for the Sites in
question up to and until the time at which the display is discontinued together with any
other Fees due and owing by the Principal to the Media Owner, but the Media Owner shall
not be liable to pay any damages losses or expenses to the Principal as a result or in
respect of such suspension, variation or cancellation.
If any provision of these Terms and Conditions or the Agreement is held by any court or other
competent authority to be void or unenforceable in whole or part, the other provision of
these Terms and Conditions and/or the Agreement and the remainder of the affected provisions
shall continue to be valid.
- All notices under this Agreement will be in writing.
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered
mail) during normal business hours of the recipient; or
- when sent, if transmitted by fax or e-mail; or
- on the fifth business day following mailing, if mailed by national ordinary
mail, postage pre-paid; or
- on the tenth business day following mailing, if mailed by airmail, postage
pre-paid, in each case addressed to the most recent address, e-mail address, or
facsimile number notified to the other party in writing.
Neither the Media Owner nor the Principal may assign, transfer, charge or part with all or
any of its rights and/or obligations under the Agreement.
12. REMOVAL FOR PURPOSES OF SITE OWNER’S UNDERTAKING
If the Site Owner at any time in its absolute discretion requires the display of Advertising
Copy at his property to be pre-approved or interrupted or discontinued then the Media Owner
may not install or interrupt or discontinue such display of Advertising Copy without prior
notice to the Principal and upon any such action of the Site Owner the Media Owner may
terminate the Agreement whether wholly or in part notwithstanding anything therein
contained. In the event of such termination, the Media Owner’s liability is limited as
outlined in Clause 8(d) above.
13. ORDER OF PRECEDENCE
In the event of any conflict between the Terms and Conditions and a Booking Confirmation, the
provisions of the Booking Confirmation shall prevail.
14. JURISDICTION AND GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with English Law
and the Parties agree to the jurisdiction of the English Courts in relation to any conflict.
The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary
relationship or other relationship between the Parties other than the contractual
relationship expressly provided for in this Agreement.
The Media Owner reserves the right to revise these Terms and Conditions from time to time.
The Media Owner will post any revised Terms and Conditions on the alphaandjam.com website
and the Principal should check this website for notice of any such revisions. The
Principal’s continued placement of an Order after such revision has been made will be deemed
an acceptance by the Principal of the Terms and Conditions existing at the time.
17. ENTIRE AGREEMENT
The Agreement contains the whole agreement between the Parties relating to the subject matter
hereof and supersedes any and all prior agreements, arrangements and understandings between
the Parties relating to that subject matter. Accordingly, all prior agreements, whether or
not agreed or offered and all conditions and warranties whether express or implied,
statutory or otherwise and all representations, statements, negotiations, understandings,
and all undertakings either written or oral are superseded by the Agreement (save only in
respect of liabilities which have accrued in respect of any such prior agreements which are
so superseded) and the parties hereby acknowledge that no reliance is placed on any such
representation made but not embodied in these documents.
The Principal confirms that it is satisfied that all parties with whom it deals (including
advertisers and agencies it deals with directly) in the outdoor advertising market are aware
of the fee and rebate arrangements which operate within that market.
No delay, neglect, or forbearance on the part of either party in enforcing against the other
party any term or condition of the Agreement shall either be or be deemed to be a waiver or
in any way prejudice any right of that party under the Agreement. No right, power or remedy
in the Agreement conferred upon or reserved for either party is exclusive or any other
right, power or remedy available to that party.
- Each party will maintain the confidentiality of the other party’s Confidential
Information and shall not, without the prior written consent of the other, use,
disclose, copy or modify the other party’s Confidential Information other than as
necessary for the performance of its rights and obligations under the Agreement or in
order to comply with its legal, statutory or regulatory obligations. “Confidential
Information” shall mean in relation to the other party, information (whether in oral,
written or electronic form) belonging or relating to that party, its business affairs or
activities which is not in the public domain and which:
- is marked as confidential or proprietary;
- the receiving party is advised is of a confidential nature; or
- due to its character or nature, a reasonable person in a similar position under
similar circumstances would treat as confidential.
- The Media Owner’s Confidential Information will include the Fees payable under the
- Reference to and the use of data and insight derived from Facial Detection and Vehicle
Detection Technology cannot be used publicly without the express permission of the Media
Owner. All data is authorised and is fully GDPR compliant, however due to sensitivity
surrounding the use of data, the media owner reserve the right to approve all external
communication regarding facial detection and Vehicle Detection Technology.