TERMS - Chris Bedford Digital

General

This website (the “Site”) is owned and operated by Chris Bedford Consulting Ltd d/b/a “chrisbedforddigital.com” (“Chris Bedford Consulting Ltd,” “we” or “us”). By using the Site, you agree to be bound by these Terms of Service and to use the Site in accordance with these Terms of Service, our Privacy Policy and any additional terms and conditions that may apply to specific sections of the Site or to products and services available through the Site or from Chris Bedford Consulting Ltd. Accessing the Site, in any manner, whether automated or otherwise, constitutes use of the Site and your agreement to be bound by these Terms of Service.

We reserve the right to change these Terms of Service or to impose new conditions on use of the Site, from time to time, in which case we will post the revised Terms of Service on this website. By continuing to use the Site after we post any such changes, you accept the Terms of Service, as modified.

Intellectual Property Rights

Our Limited License to You

This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorised by us. More specifically, unless explicitly authorised in these Terms of Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

Your License to Us

By posting or submitting any material (including, without limitation, comments, blog entries, Facebook postings, photos and videos) to us via the Site, internet groups, social media venues, or to any of our staff via email, text or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are thirteen years of age or older. In addition, when you submit, email, text or deliver or post any material, you are granting us, and anyone authorised by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorised by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.

You acknowledge and agree that any contributions originally created by you for us shall be deemed a “work made for hire” when the work performed is within the scope of the definition of a work made for hire in Section 101 of the United States Copyright Law, as amended. As such, the copyrights in those works shall belong to Chris Bedford Consulting Ltd from their creation. Thus, Chris Bedford Consulting Ltd shall be deemed the author and exclusive owner thereof and shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as Chris Bedford Consulting Ltd determines. In the event that any of the results and proceeds of your submissions hereunder are not deemed a “work made for hire” under Section 101 of the Copyright Act, as amended, you hereby, without additional compensation, irrevocably assign, convey and transfer to Chris Bedford Consulting Ltd all proprietary rights, including without limitation, all copyrights and trademarks throughout the universe, in perpetuity in every medium, whether now known or hereafter devised, to such material and any and all right, title and interest in and to all such proprietary rights in every medium, whether now known or hereafter devised, throughout the universe, in perpetuity. Any posted material which are reproductions of prior works by you shall be co-owned by us.

You acknowledge that Chris Bedford Consulting Ltd has the right but not the obligation to use and display any postings or contributions of any kind and that Chris Bedford Consulting Ltd may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.

Limitations on Linking and Framing. You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your site by us or by the Site. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of our material, content or intellectual property.

Disclaimers

Throughout the Site, we may provide links and pointers to Internet sites maintained by third parties. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by us on the Site.

If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not Chris Bedford Consulting Ltd. Neither Chris Bedford Consulting Ltd nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, Chris Bedford Consulting Ltd neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites by anyone other than an authorised Chris Bedford Consulting Ltd representative while acting in his/her official capacity.

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY Chris Bedford Consulting Ltd AND ANY THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, INCLUDING BULLETIN BOARDS, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THIS SITE OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

You agree at all times to defend, indemnify and hold harmless Chris Bedford Consulting Ltd its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to your breach of any obligation, warranty, representation or covenant set forth herein.

Online Commerce

Certain sections of the Site may allow you to purchase many different types of products and services online that are provided by third parties. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant on the Site or on a site linked to by the Site, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Site, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s website and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties through the Site.

Your participation, correspondence or business dealings with any third party found on or through our Site, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Chris Bedford Consulting Ltd shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.

Your purchase is for personal use only. Sharing of purchases is not permitted and will be considered unauthorised, an infringing use of our copyrighted material, and may subject violators to liability.

If payment for a course is declined, our system will automatically disable access to our premium materials. (We understand. This usually happens because a credit card expires.) We want to help restore your access, so we’ll make every attempt to contact you to help resolve this issue. Once the billing issue is resolved, we’ll restore access.

Interactive Features

This Site may include a variety of features, such as bulletin boards, web logs, chat rooms, and email services, which allow feedback to us and real-time interaction between users, and other features which allow users to communicate with others. Responsibility for what is posted on bulletin boards, web logs, chat rooms, and other public posting areas on the Site, or sent via any email services on the Site, lies with each user – you alone are responsible for the material you post or send. We do not control the messages, information or files that you or others may provide through the Site. It is a condition of your use of the Site that you do not:

● Restrict or inhibit any other user from using and enjoying the Site.

● Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

● Interfere with or disrupt any servers or networks used to provide the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the Site.

● Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.

● Gain unauthorised access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or other illicit means.

● Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.

● Use the Site to post or transmit any unlawful, threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.

● Use the Site to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.

● Use the Site to post or transmit any information, software or other material that contains a virus or other harmful component.

● Use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising.

● Use the Site to advertise or solicit to anyone to buy or sell products or services, or to make donations of any kind, without our express written approval.

● Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Site.

Chris Bedford Consulting Ltd may host message boards, chats and other public forums on its Sites. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future. Chris Bedford Consulting Ltd or its designated agents may remove or alter any user-created content at any time for any reason. Message boards, chats and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Chris Bedford Consulting Ltd staff, Chris Bedford Consulting Ltd’s outside contributors, or by users not connected with Chris Bedford Consulting Ltd, some of whom may employ anonymous user names. Chris Bedford Consulting Ltd expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Chris Bedford Consulting Ltd or any of its subsidiaries or affiliates.

Chris Bedford Consulting Ltd has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Sites. However, you acknowledge and agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users and visitors.

We occasionally include access to an online community as part of our programs. We want every single member to add value to the group. Our goal is to make your community the most valuable community you’re a member of. Therefore, we reserve the right to remove anyone at any time. We rarely do this, but we want to let you know how seriously we take our communities.

Registration

To access certain features of the Site, we may ask you to provide certain demographic information including your gender, year of birth, zip code and country. In addition, if you elect to sign-up for a particular feature of the Site, such as chat rooms, web logs, or bulletin boards, you may also be asked to register with us on the form provided and such registration may require you to provide personally identifiable information such as your name and email address. You agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form. If we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). Our use of any personally identifiable information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.

Passwords

To use certain features of the Site, you will need a username and password, which you will receive through the Site’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorised use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS Chris Bedford Consulting Ltd IS NOT AN INVESTMENT ADVISORY SERVICE, IS NOT AN INVESTMENT ADVISER, AND DOES NOT PROVIDE PERSONALISED FINANCIAL ADVICE OR ACT AS A FINANCIAL ADVISOR.

WE EXIST FOR EDUCATIONAL PURPOSES ONLY, AND THE MATERIALS AND INFORMATION CONTAINED HEREIN AND IN OUR PRODUCTS AND SERVICES ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. NONE OF THE INFORMATION PROVIDED BY US IS INTENDED AS INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE, AS AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL, OR AS AN ENDORSEMENT, RECOMMENDATION OR SPONSORSHIP OF ANY COMPANY, SECURITY, OR FUND. OUR INFORMATION SHOULD NOT BE RELIED UPON FOR PURPOSES OF TRANSACTING IN SECURITIES OR OTHER INVESTMENTS.

WE DO NOT OFFER OR PROVIDE TAX, LEGAL OR INVESTMENT ADVICE AND YOU ARE RESPONSIBLE FOR CONSULTING TAX, LEGAL, OR FINANCIAL PROFESSIONALS BEFORE ACTING ON ANY INFORMATION PROVIDED BY US. THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND Chris Bedford Consulting Ltd MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.

YOU acknowledge and agrees that no representation has been made by Chris Bedford Consulting Ltd OR ITS AFFILIATES and relied upon as to the future income, expenses, sales volume or potential profitability that may be derived from the participation in THIS PROGRAM.

Termination

We may cancel or terminate your right to use the Site or any part of the Site at any time without notice. In the event of cancellation or termination, you are no longer authorised to access the part of the Site affected by such cancellation or termination. The restrictions imposed on you with respect to material downloaded from the Site, and the disclaimers and limitations of liabilities set forth in these Terms of Service, shall survive.

Refund Policy

Your purchase of a product or service or ticket to an event may or may not provide for any refund. Each specific product, service, event or course will specify its own refund policy.

Other

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Chris Bedford Consulting Ltd infringe your copyright, you, or your agent may send to Chris Bedford Consulting Ltd a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorised to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Chris Bedford Consulting Ltd actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to Chris Bedford Consulting Ltd a counter-notice. All notices and counter notices must meet the then current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Chris Bedford Consulting Ltd’s Copyright Agent for notice of claims of copyright infringement or counter notices can be reached as follows: admin@chrisbedforddigital.com

This Agreement shall be binding upon and inure to the benefit of Chris Bedford Consulting Ltd and our respective assigns, successors, heirs, and legal representatives. Neither this Agreement nor any rights hereunder may be assigned without the prior written consent of Chris Bedford Consulting Ltd. Notwithstanding the foregoing, all rights and obligations under this Agreement may be freely assigned by Chris Bedford Consulting Ltd to any affiliated entity or any of its wholly owned subsidiaries

These Terms of Use shall be governed by and construed in accordance with the laws of the United Kingdom and any dispute shall be subject to binding arbitration in United Kingdom. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Disclaimer

Although it is highly unlikely, This policy may be changed at any time at our discretion. If we should update this policy, we will post the updates to this page on our Website.

If you have any questions or concerns regarding our privacy policy please direct them to: admin@chrisbedfordddigital.com

DIGITAL ADVERTISING TERMS

Digital Advertising Terms & Conditions

1. Definitions
In these Terms & Conditions, the following words and expressions shall have the meaning set out below:

Ad or Advertisement means any type of advertising material, such as text messaging, audio files, video files, rich media, content, text and graphic files;

Additional Fee means an additional sum of money payable by the Supplier to Chris Bedford Consulting Ltd for the number of Ad Impressions in excess of the Ad Impressions booked and up to the Ad Impressions booked, and calculated in accordance with the basis of the Fee;

Ad Impression means any instance when a page is downloaded to a User where that page includes an Ad;

Ad Inventory means digital advertising inventory available to purchase on the Site, including web, application-based and video inventory on display or mobile;

Agreement means these Terms & Conditions, the Order and the booking form agreed between the parties;

Campaign End Date means the final day of the Campaign Period;

Campaign Period means the period agreed between the parties as the time during which the advertising detailed in the Order or booking form shall be effected;

Campaign Start Date means the first day of the Campaign Period;

Cookie means a small piece of information stored on Users’ device or in the browser’s local storage, which includes cookies, tags, web beacons, pixels, GIFs, web bugs, software development kits (SDKs), standard device identifiers, or other similar technologies;

Controller, Data Subject, Personal Data Breach, Process, Processor, and Supervisory Authority shall have the meanings given in the Data Protection Legislation;

Data Protection Legislation means the Data Protection Act 1998 as amended, replaced or superseded from time to time in the UK, including by the EU General Data Protection Regulation (2016/679) (GDPR), the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (2003/2426) and any amendments or national implementing or supplementary laws, regulations and/or secondary legislation made from time to time, together with any guidance and/or codes of practice issued by the relevant Supervisory Authority;

Fee means the sum payable to Chris Bedford Consulting Ltd in consideration for the advertising activity as agreed between Chris Bedford Consulting Ltd and the Supplier and specified in the Order or booking form;

Group means, in relation to a company, that company, any subsidiary or any holding company from time to time of that company (as those terms are defined in section 1159 of the Companies Act 2006) and any subsidiary from time to time of a holding company of that company;

Chris Bedford Consulting Ltd means the relevant Chris Bedford Consulting Ltd Media Company listed in the Order;

Order means a request to purchase Ad Inventory and/or to display Ads on the Site;

Site means the website specified in the Order, or otherwise any website, mobile site, application or other digital property owned and/or operated by Chris Bedford Consulting Ltd;

Page Traffic Statistics means the number of Ad Impressions, and the click-through rate in respect of the Ads;

Personal Data means the personal data (as defined in the Data Protection Legislation) processed by the Supplier pursuant to or in connection with this Agreement, further details of which are set out in Annexure 1;

Purpose means the purpose for Processing Personal Data as set out in Annexure 1;

Services Recipients means Chris Bedford Consulting Ltd (registered company number 11557761);

Sub-Contractor means any natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Supplier;

Supplier means any person, partnership or company and/or its agent, placing an Order, and includes an advertiser, advertising agency, ad serving platform, and any other digital trading partner; and

User means any person who visits or accesses the Site.

2. Basis of Agreement

2.1 This Agreement is made between Chris Bedford Consulting Ltd and the Supplier as outlined in the Order.

2.1 Where the Supplier is an advertising agency, the relationship between Chris Bedford Consulting Ltd and such agency is that the Order is issued and shall be treated as issued by the Supplier as a principal and there shall be no contract between the Supplier’s advertiser and Chris Bedford Consulting Ltd, nor shall the Supplier’s advertiser be able to claim upon the contract of the agency with Chris Bedford Consulting Ltd.

3. Rights and Obligations of Chris Bedford Consulting Ltd

3.1 Chris Bedford Consulting Ltd shall accept an Ad in its absolute discretion subject to the following conditions:

3.1.1 the Ad, and any other material provided by the Supplier being in accordance with the standards and guidelines of Chris Bedford Consulting Ltd, including these Terms & Conditions;

3.1.2 the file containing the Ad complying with Chris Bedford Consulting Ltd’s technical specifications (available upon request); and

3.1.3 subject to the status of the Supplier itself.

3.2 Where the Supplier is an advertiser or advertising agency, subject to receipt by Chris Bedford Consulting Ltd of a signed copy of the booking form, Chris Bedford Consulting Ltd will publish the Ad on the Site each day during the Campaign Period or until the Ad Impressions booked have accrued in respect of the Ad, or otherwise in accordance with the Order.

3.3 Where the Supplier is an ad serving platform, Chris Bedford Consulting Ltd shall place, or instruct its ad server to place, on the Site any ad tag supplied by the Supplier in accordance with clause 4.2.1.

3.4 If not otherwise available to the Supplier, Chris Bedford Consulting Ltd will provide all Page Traffic Statistics to the Supplier within thirty days of the end of each month during the Campaign Period.

3.5 Copy created by Chris Bedford Consulting Ltd for commercial content amplification (via social media and/or other platforms) shall be subject to Chris Bedford Consulting Ltd’s sole discretion and control.

4. Rights and Obligations of the Supplier

4.1 To the extent the Supplier is an advertiser, or advertising agency, the Supplier shall:

4.1.1 supply to Chris Bedford Consulting Ltd either a file containing the Ad or all the information, trade marks, logos and other materials necessary to enable Chris Bedford Consulting Ltd to create the Ad in an agreed format and medium on or before the copy delivery date, as set out in the Order or booking form;

4.1.2 grant to Chris Bedford Consulting Ltd the right to link to the advertiser’s site via the Ad during the Campaign Period; and

4.1.3 inform Chris Bedford Consulting Ltd at least ten working days in advance of any planned changes to the advertiser’s site that might affect the performance of any part of Chris Bedford Consulting Ltd’s obligations under this Agreement.

4.2 To the extent the Supplier is an ad serving platform, the Supplier shall:

4.2.1 provide Chris Bedford Consulting Ltd with any ad tags to allow Chris Bedford Consulting Ltd’s ad server to deliver Ads from the Supplier;

4.2.2 provide Chris Bedford Consulting Ltd with access to and use of its ad serving platform to enable Chris Bedford Consulting Ltd to sell Ad Inventory to buyers, track delivery and performance of Ads, and to calculate Ad revenue;

4.2.3 facilitate the sale of Ad Inventory in accordance with these Terms & Conditions; and

4.2.4 calculate the value of the Ad Inventory sold and the number of Ad Impressions, and report these figures to Chris Bedford Consulting Ltd.

5. Acceptance of Ads

5.1 Ads will be published on the Site in consideration of payment of the Fee, and any Additional Fee if applicable.

5.2 Chris Bedford Consulting Ltd may at its absolute discretion omit, suspend or change the position of any Ad accepted.

6. Charges

6.1 The Supplier shall pay Chris Bedford Consulting Ltd the Fee, and any Additional Fee if applicable, in accordance with the payment terms in the Order or the booking form.

6.2 Where the Supplier is an ad serving platform, the Supplier shall be responsible for calculating the Fee owing to Chris Bedford Consulting Ltd based on the number of Ad Impressions.

6.3 Chris Bedford Consulting Ltd shall invoice the Supplier for the Fee.

6.4 This clause 6.4 applies if the Supplier has booked a fixed number of Ad Impressions in the Order:

6.4.1 Chris Bedford Consulting Ltd shall invoice the Supplier for any Additional Fee, if applicable, in respect of the previous calendar month, which shall be payable on the 15th day of the month which follows the month of the invoice.

6.4.2 If the number of Ad Impressions in any month appears likely to exceed the Ad Impressions booked, Chris Bedford Consulting Ltd will notify the Supplier and the parties shall agree in good faith either to reduce the average number of pages of the Site which will include an Ad for the remainder of the month so that the number of Ad Impressions does not exceed the Ad Impressions booked or instead to permit the Ad Impressions booked to be exceeded with a pro rata increase in the Fee payable by the Supplier in respect of that month.

6.4.3 If the number of Ad Impressions in any month is less than the Ad Impressions booked, the deficit will be carried over to the next month and aggregated to the target number of Ad Impressions for that month.

6.4.4 If at the end of the Campaign Period there is an aggregate deficit in the number of Ad Impressions compared with the Ad Impressions booked over the entire Campaign Period, and such deficit is not due to any action taken or request made by the Supplier, Chris Bedford Consulting Ltd and the Supplier will agree a mutually acceptable settlement and, if no other agreement is reached, Chris Bedford Consulting Ltd will reimburse a portion of the Fee to the Supplier in respect of the deficit pro-rated according to the basis of Fee. In the event that any such deficit is due to any action taken or request made by the Supplier, any reduction of the Fee will be at Chris Bedford Consulting Ltd’s discretion.

6.5 If there is disagreement between the parties regarding the number of Ad Impressions served and the discrepancy is +/- 10%, Chris Bedford Consulting Ltd’s figures will be used, unless otherwise stated in the Order. Any other discrepancy will be dealt with on a case by case basis.

6.6 If the Fee due from the Supplier to Chris Bedford Consulting Ltd is not paid in accordance with the payment terms, then without prejudice to any other rights and remedies of Chris Bedford Consulting Ltd, the Supplier shall pay to Chris Bedford Consulting Ltd interest on the amount outstanding from the date due until payment is made at the rate of four per cent (4%) per annum above the base rate as stated by Barclays Bank Plc in the United Kingdom compounded at monthly intervals.

6.7 The Supplier shall pay VAT on the Fee as appropriate.

7. Use of Trade Marks

Chris Bedford Consulting Ltd will be entitled to use the Supplier’s name and trade marks on its Sites and in connection with the Ads.

9. Warranties

9.1 Chris Bedford Consulting Ltd warrants to the Supplier that:

9.1.1 it has the full power and authority to enter into and perform this Agreement and have not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement; and

9.1.2 it will use reasonable skill and care in designing (if applicable) and delivering the Ad on the Site.

9.2 The Supplier warrants and undertakes to Chris Bedford Consulting Ltd that:

9.2.1 it has the full power and authority to enter into and perform this Agreement and has not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement;

9.2.2 nothing contained in any materials provided by the Supplier or the Ad shall infringe any right of copyright, right of trade mark, right of privacy, right of publicity or personality or any other right of any other nature of any person, or be obscene or libellous or blasphemous or defamatory, and that the information does not incorporate any third party source material;

9.2.3 there are and shall be no claims, demands, liens, encumbrances or rights of any kind in any of the information resulting from any act or omission of the Supplier, which can or will impair or interfere with the rights of Chris Bedford Consulting Ltd, and that nothing contained in the information, nor any use of it, will violate any right of any third party;

9.2.4 it owns all necessary rights in, or has all necessary licences in respect of its trade marks, and ad serving platform (if applicable);

9.2.5 it shall take reasonable precautions to ensure no malicious code is introduced to the Sites via its ad serving platform (if applicable); and

9.2.6 it shall comply with all applicable laws, including without limitation the Data Protection Legislation.

9.3 The placing of an Order shall constitute an undertaking by the Supplier to Chris Bedford Consulting Ltd that the Ad, and any site linked via the Ad:

9.3.1 complies with all relevant consumer protection legislation and advertising codes;

9.3.2 does not contain material that is obscene, blasphemous, defamatory, infringing of any rights of any third party or otherwise legally actionable under any civil or criminal laws in force in any legal jurisdiction from which the Ad will be accessible or which might bring Chris Bedford Consulting Ltd into disrepute; and

10. Indemnities

10.1 The Supplier shall indemnify Chris Bedford Consulting Ltd, its directors, employees, officers affiliates and its Services Recipients, against all claims, proceedings, demands, damages, liabilities, costs, expenses and losses suffered, imposed upon or otherwise incurred by Chris Bedford Consulting Ltd arising out of in connection with: (a) any Ad; and (b) any breach by the Supplier of this Agreement.

10.2 Chris Bedford Consulting Ltd will not be liable for any loss or damage, direct or consequential, occasioned by error in the positioning of or omission to publish any Ad or for late publication of an Ad or failure to perform any other obligation whether occasioned by negligence or otherwise save in cases occasioned by the direct negligence of Chris Bedford Consulting Ltd, in which case compensation may not exceed the cost of the Fee in relation to the relevant Ad.

11. Intellectual Property Rights

11.1 Chris Bedford Consulting Ltd is the owner or licensee of all intellectual property rights in the Site and the design of the Ad (if designed by Chris Bedford Consulting Ltd), with the exception of any third party trade marks appearing on the Ad.

11.2 To the extent the Supplier is an advertiser, the advertiser is the owner of all intellectual property rights in its site, logos and trade marks that may feature within the Ad.

11.3 If any third party claims that the design of the Ad infringes the intellectual property rights of that third party, Chris Bedford Consulting Ltd will consult with the Supplier and may modify the Ad or delete or replace any part of the material, or information contained in the Ad, provided that any modification, deletion or replacement does not materially affect a User’s ability to access the advertiser’s site via the Ad.

12. Confidentiality

Each party agrees to keep confidential (both during and after the Campaign Period, or the duration of the Order as the case may be) the terms of the Campaign and the Order, the Page Traffic Statistics, Personal Data, and all other confidential information concerning the business or affairs of the other. This obligation will not apply in the case of any disclosure required by law, trivial information or information which is already publicly available or in the possession of a party at the time of disclosure by the other (other than as a result of a breach of any confidentiality obligation).

13. Data Protection

This section 13 applies to the extent the Supplier Processes Personal Data. Annexure 1 sets out certain information regarding the Supplier’s Processing of Personal Data as required by Article 28(3) of the GDPR.

13.1 Processing Personal Data

13.1.1 With respect to the parties’ rights and obligations under the Agreement, the parties agree that Chris Bedford Consulting Ltd is the Data Controller and the Supplier is the Data Processor of Personal Data.

13.1.2 The Supplier represents and warrants that it shall:

a) Process the Personal Data for the Purpose only, and for no other purpose;

b) Process the Personal Data in accordance with the Data Processing Legislation;

c) Process the Personal Data on behalf of Chris Bedford Consulting Ltd (or, if so directed by Chris Bedford Consulting Ltd, any of Chris Bedford Consulting Ltd’s group companies) in strict compliance with Chris Bedford Consulting Ltd’s written instructions from time to time;

d) ensure that all Supplier Personnel who are required to access and Process the Personal Data:

i) have undergone reasonably adequate training in data protection and the care and handling of Personal Data;

ii) are informed of the confidential nature of the Personal Data; and

iii) are required to keep it confidential (whether by contractual undertakings or professional or statutory obligations);

e) implement or ensure that it has in place appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing, and against accidental loss, destruction, damage, alteration or disclosure;

f) comply with any reasonable instructions given by Chris Bedford Consulting Ltd from time to time in relation to the Personal Data;

g) notify Chris Bedford Consulting Ltd in the event that it becomes aware of any Personal Data Breach by the Supplier or any processor appointed pursuant to clause 13.2 or 13.3 below; and

h) maintain complete and accurate records and information to demonstrate its compliance with this Agreement, and make these available to Chris Bedford Consulting Ltd on request.

13.1.3 The Supplier will assist Chris Bedford Consulting Ltd in:

a) ensuring compliance with Chris Bedford Consulting Ltd’s obligations under Articles 32-36 of the GDPR (or equivalent provisions in the Data Protection Legislation); and

b) processing requests, enquiries or complaints from Data Subjects or the relevant Supervisory Authority, within the timescales required by Chris Bedford Consulting Ltd.

13.2 Sub-contracting

13.2.1 The Supplier shall obtain prior written consent from Chris Bedford Consulting Ltd before transferring Personal Data to a Sub-Contractor.

13.2.2 Where consent is given pursuant to clause 13.2.1 the Supplier shall ensure it has a written agreement in place with the Sub-Contractor which offers at least the same level of protection for Personal Data as those set out in this Agreement, and meets the requirements of Article 28(3) of the GDPR (or the equivalent provision in the Data Protection Legislation).

13.2.3 As between Chris Bedford Consulting Ltd and the Supplier, the Supplier will remain fully liable for all acts and omissions of any Sub-Contractor appointed by the Supplier pursuant to this clause.

13.3 International Transfers

13.3.1 The Supplier shall not Process or transfer the Personal Data outside of the European Economic Area (EEA) without the prior written consent of Chris Bedford Consulting Ltd.

13.3.2 Where consent is given pursuant to clause 13.3.1 the following conditions must also be satisfied:

a) Personal Data may be transferred to a country outside the EEA if:

i) The European Commission has decided that that country has an adequate level of protection; or

ii) The Supplier and recipient of Personal Data have entered into the standard data protection clauses adopted by the European Commission; or

iii) In the case of the United States, the recipient of Personal Data is certified compliant with the EU-US Privacy Shield framework,

b) Data Subjects must have enforceable rights and effective legal remedies against the Supplier and recipient of Personal Data outside the EEA; and

c) the Supplier shall comply with reasonable instructions notified to it in advance by Chris Bedford Consulting Ltd with respect to processing Personal Data.

14. Cookies on Publisher Sites

14.1 The parties acknowledge that Cookies may be used on Sites to Process, or assist in Processing, Personal Data and to deliver Ads.

14.2 The Supplier acknowledges that the Sites are the legal property of Chris Bedford Consulting Ltd.

14.3 The Supplier shall not place, or permit to be placed through its Ads, tags, scripts or otherwise, any third party Cookies on Chris Bedford Consulting Ltd’s Sites without the prior written consent of Chris Bedford Consulting Ltd.

15. Termination and Cancellation

15.1 This Agreement shall expire at the end of the Campaign Period, or as otherwise stated in the Order, unless cancelled or terminated earlier in accordance with this Agreement.

15.2 Cancellation

Chris Bedford Consulting Ltd or the Supplier (if an advertiser or advertising agency only), shall have the right to cancel this Agreement on 28 days’ notice in writing to the other party, subject to the Supplier reimbursing Chris Bedford Consulting Ltd for any costs incurred up to the date of cancellation in producing the Ad, on a reasonable time spent basis.

15.3. Termination

15.3.1 Both parties shall have the right to terminate this Agreement Chris Bedford Consulting Ltdly on written notice to the other party in any of the following events:

a) if the other commits any material breach of its obligations under this Agreement which, in the case of a breach capable of remedy, is not remedied within 10 days of notice specifying the breach and requiring it to be remedied;

b) if the other holds any meeting, or proposes to enter into a meeting, or has proposed any arrangement or composition, with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986); has a receiver, administrator, or other encumbrancer take possession of or appointed over, or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

c) pursuant to Clause 18.

15.3.2 Chris Bedford Consulting Ltd shall have the right to terminate this Agreement Chris Bedford Consulting Ltdly on written notice to the Supplier if:

a) the Supplier is in breach of clause 13 or 14 of this Agreement; or

b) if the relevant Supervisory Authority exercises its powers under Article 58 of the GDPR (or equivalent provision in the Data Protection Legislation) which limits or restricts (whether temporary or definitive) processing of Personal Data.

15.3.3 Chris Bedford Consulting Ltd on termination or expiry of this Agreement:

a) Chris Bedford Consulting Ltd will remove the Ad from the Site and any Supplier ad tag;

b) the Supplier will account to Chris Bedford Consulting Ltd for the Fee due up to and including the last day of the Campaign Period or date of expiry or termination, as applicable; and

c) the Supplier will cease Processing Personal Data and Chris Bedford Consulting Ltd delete or return to the Publisher any Personal Data Processed up to the date of expiry or termination. The Supplier shall also destroy all copies of Personal Data, save to the extent it is legally required to retain a copy.

15.3.4 Termination of this Agreement shall be without prejudice to any rights of a party accrued before termination.

16. Disputes

16.1 Both parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to this Agreement or a breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations by appropriate representatives of the parties the dispute shall be referred to the signatories of this Agreement or their successors who shall attempt to resolve the dispute.

16.2 If any attempt at resolution fails to result in a settlement, the matter at the election of either party may be submitted for resolution to a court of competent jurisdiction, which shall be the courts of England and Wales.

17. Notices

Any notice given under this Agreement will be in writing and delivered to the other party or sent by pre-paid post to the company’s registered office address.

18. Force Majeure

A party will not be liable for any failure/delay in performing its obligations under this Agreement to the extent that this failure is the result of any cause or circumstance beyond the reasonable control of that party and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If by reason of force majeure a party is unable to perform all or any part of its obligations under this Agreement for a continuous period of 20 working days, the other party may terminate this Agreement Chris Bedford Consulting Ltd by written notice.

19. Assignment

19.1 This Agreement is personal to and for the sole benefit of the Supplier and the Supplier shall not assign, transfer, sub-license, sub-distribute, mortgage, charge or in any other way dispose of any of its rights, interests or obligations under this Agreement to any person or organisation.

19.2 Chris Bedford Consulting Ltd shall be entitled to assign or license the whole or any part of its rights under this Agreement to any of company in the Chris Bedford Consulting Ltd Media Company group and in such event all of the representations, warranties and undertakings on the part of the Supplier contained in this Agreement shall inure for the benefit of such assignee and if the assignee undertakes direct with the Supplier to comply with the obligations of Chris Bedford Consulting Ltd to the Supplier (but not otherwise), then with effect from the date of such undertaking, Chris Bedford Consulting Ltd shall have no further liability to the Supplier.

20. General

20.1 Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.

20.2 Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them.

20.3 No failure or delay by any party in exercising its rights under this Agreement will operate as a waiver of that right nor will any single or partial exercise by either party of any right preclude any further exercise of any other right.

20.4 The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law.

20.5 Any variation to this Agreement must made be in writing and mutually agreed by Chris Bedford Consulting Ltd and the Supplier.

Annexe 1

Personal Data

Personal Data to be processed

To the extent applicable:

Bidding/targeting terms;
Ad request and response data;
User behavioural information (domain name, referring website address, date/time of visits, page view data, search keywords, activities and actions on Sites, referring/exit pages, platform type, date/time stamp, geolocation data, click data, types of ads viewed);
User browser information (browser type, language, and history);
User device information (IP address, device make, device model, device operating system and version, and data connection type); and
User internet service provider information.

Data Subjects

Categories of Data Subjects

Users

Nature of processing

How Personal Data is collected

Through Supplier’s Cookies or ad tags placed on Sites

Purposes

Purposes of the processing

To enable the Supplier to sell Ad Inventory to buyers on Chris Bedford Consulting Ltd Sites only;
To operate Supplier ad serving platform, and provide any related technical support to Chris Bedford Consulting Ltd (if applicable);
To provide aggregated statistics on Campaign performance; and
To investigate and protect against fraudulent, unauthorised, or illegal activity on Sites.

Subject matter

Subject matter of the processing

To sell Ad Inventory and deliver Ads

Duration

Duration of the processing

For the duration of the Campaign Period, or other period as set out in the Order