Terms and conditions for advertising by Members of PharosN portal.
All advertisements accepted for publication
by company GOLEM IMS GMBH, Hausfeldstrasse 22/1/7, Donaustadt 1220, Vienna,
Austria further referred as “Provider” in any of its online products are
accepted subject to Terms of Services for Membership at PharosN portal (TOS) and
this supplementary Terms and Conditions for Digital Advertising (TOCDA). Any
other conditions proposed by the Advertiser shall be void unless accepted by Provider
in writing. These terms and conditions, in conjunction with the relevant Advertisement
service comprise the agreement between Provider and the Advertiser.
& News web site means an Advertisement web site
run by Provider providing information related to PharosN portal Products and
Services including advertising of the Advertiser’s products and services that
are identical or similar to those that are subject to the relevant publication
at Ads &News site.
Ads means advertising content provided by Advertiser for communication to
end users by means of web site and its information distribution channels
content materials means advertising copy,
including, without limitation, artwork, text and active URLs which are
presented in Ads
Advertiser means a Member of PharosN portal who acts as Member of its Portal Organization
whose products and/or services are to be advertised pursuant to the deliverables
Advertisement period means time interval during which the Advertisement is
published and is available for viewing and searching by end users in Internet
Advertisement service subscription is ordering of services specifying the terms
on which Provider will provide the Deliverables
Deliverables means the type and amount of the service required including,
without limitation, page type, impressions, clicks or other actions specified
and agreed by the parties irrespective of the delivery systems and platforms to
which they are directed
means Provider’s editorial policies from time to
time including without limitation privacy policies, user experience policies,
policies regarding consistency with Provider’s public image, community
standards regarding obscenity or indecency , other editorial or advertising
Specifications means the delivery format of the
Advertising Materials required to ensure that the visual appearance of the Ads
as set out in the Advertisement service is accessible and capable of view on
fee means all subscription amount for the Advertisement
service exclusive of VAT, which shall be paid without set-off depending of
legal status of the Advertiser.
1. ADVERTISEMENT SERVICE ORDERS
1.1 Advertiser may select Advertisement
service using options in personal Member area under which Provider will deliver
Ads on the Ads & News site for the benefit of the Advertiser. The options
are presented to Advertiser in own personal Member area of PharosN portal after
selecting command “Add new service”.
1.2 In each case, Advertiser shall select
and decide regarding Advertisement service options which shall specify:
(b) the fee(s)
(c) the maximum expense the Advertiser
wishes to incur pursuant to the Advertisement service (if applicable)
(d) the start and end dates of the Advertisement
(e) the identity of and contact information
for any end users willing to contact Advertiser or its Agency, if applicable
(f) any special Ad delivery scheduling
and/or Ad placement requirements and
(g) Advertisement formats and placement requirements,
if any and
(h) Technical Specifications.
1.3. Advertiser acknowledges agreement to have
and use copies of revisions of an Advertisement service previously accepted and
saved in the personal area of Advertiser as advertisements which were previously
2. ADS PLACEMENT AND POSITIONING
2.1 Provider will use reasonable endeavors
to display/transmit the Advertising copy at Ads and News website during the Advertisement
Period in accordance with the terms of the Advertisement service.
2.2. If Advertising Copy is not displayed
in accordance with the agreed specifications set out in the Advertisement
service within the Advertisement Period for reasons other than the default of
the Advertiser, Provider will use reasonable endeavors to comply with those
specifications within one month of the end of the Advertisement Period. The Advertiser
will be entitled to an appropriate pro-rata rebate of the Total fee based on
the number of impressions actually transmitted after the additional one month period.
3.1 The Advertiser covers all fees due to Provider
pursuant to this Agreement prior to implementation of the Ads service. The Advertiser
will be responsible for payment of VAT and/or any other applicable sales tax.
3.2. The Advertiser shall have sufficient
amount at deposit or in payment certificates to cover the fees for advertisement
services which were selected by Advertiser. If the Advertiser is in default of
payment by the due date Provider, shall without prejudice to its other rights,
be entitled to refuse to continue running the Advertising services which were
subscribed by Advertiser.
3.3. Any discounts or payment certificates offered
by Provider shall only be available in respect of the Advertisement specified
in the Advertisement service.
3.4. Where Advertising Agency is the Advertiser,
it is contracting as principal in all respects and as such will be personally
liable for the payment of the Total fee and for all other obligations under
If the Advertiser wishes to postpone the Advertisement
Period such postponement is implemented by Advertiser or its Agency in relevant
personal Member Area of PharosN portal. Any acceptance of such postponement shall
not effect any payments of fees previously made.
5. CANCELLATION AND REVISION
5.1 The Advertiser may cancel the Advertisement
service at any time, using own personal Member area instruments, without
5.2. In the event that a Advertiser seeks
to revise an Advertisement service including format, content, duration, etc, the
Advertiser must use own personal Member area instruments prior to the intended
date of the requested revision. In the event that Provider accepts such request
(which it may accept or reject in its absolute discretion), service
subscription rates if accepted accordingly to service option selected by Advertiser, will automatically
revert to the appropriate published fee rate.
Provider may terminate an Advertisement
service at any time if the Advertiser is in material breach of its obligations
hereunder or other Terms of Services by the PharosN portal, except as otherwise
stated in this Agreement with regard to specific breaches.
7. FORCE MAJEURE
7.1 Excluding fee payment obligations,
neither party will be liable for delay or default in the performance of its
obligations under this Agreement if such delay or default is caused by
conditions beyond its reasonable control, including but not limited to, fire,
flood, accident, earthquakes, telecommunications line failures, electrical
outages, network failures, acts of God, or labor disputes. In the event that Provider
suffers such a delay or default, Provider shall use its reasonable endeavors
within five business days to recommend a substitute for the Ad or time period
for the service. If no such substitute time period or other arrangement is
reasonably acceptable to the Advertiser, Provider shall allow the Advertiser a
pro rata reduction in the payment due pursuant to the relevant Advertisement
7.2 To the extent that a force majeure has
continued for 10 business days, Provider or Advertiser has the right to cancel
the remainder of the Advertisement service without penalty.
8. ADVERTISING MATERIALS
8.1 The Advertiser agrees to possible delay
of Provider reviewing of submitted Advertising content prior to publication up
to 5 business days before the commencement of the Advertisement Period in
accordance with Provider’s prevailing advertising criteria or specifications
(including content limitations, agreed Technical Specifications, Policies, and
material due dates).
8.2 The Advertising period starts at the
moment of publication which is recorded in the service implementation log files
in personal Member area and ends exactly at the same time after the end of
8.3 Provider reserves the right within its
discretion to reject or remove from its Site(s) any Ads where the Advertising
Materials or the site to which the Ad is linked do not comply with its
Policies, or that in Provider’s sole reasonable judgment, do not comply with
any applicable law, regulation or other judicial or administrative order. In
addition, Provider reserves the right within its discretion to reject or remove
from its Site(s) any Ads where the Advertising Materials or the site to which
the Ad is linked are or may tend to bring disparagement, ridicule, or scorn
upon Provider or any of its Affiliates.
8.4 If Advertising Materials provided by
the Advertiser are damaged, not to Provider’s specifications, or otherwise
unacceptable, Provider will use reasonable endeavors to notify the Advertiser
within 5 business days of its receipt of such Advertising Materials.
8.5 Provider shall at all times retain all
right, title and interest in any intellectual property rights in Advertising
copy produced on behalf of the Advertiser by Provider.
8.6 The parties will not use the third
party trade names, trademarks, logos or Ads in a public announcement
(including, but not limited to, through any press release) regarding the
existence or content of these Terms and Conditions or an Advertisement service.
9.1 The Advertiser hereby warrants,
represents and undertakes to Provider that:
(a) In respect of the Advertising Copy or
any part thereof supplied by the Advertiser or any other material provided to Provider
by the Advertiser (including the Advertiser’s brand) it will not infringe the
copyright, trade mark or any other intellectual property or other proprietary
rights or be defamatory of any third party or obscene, indecent, offensive or
liable to incite racial hatred and their publication by Provider will not give
rise to a right for any third party to claim payment and/or damages;
(b) The Advertiser has obtained and paid
for all necessary consents, licenses, and permissions to advertise on the Site;
(c) The Advertiser has taken or will take
all necessary steps to ensure that its advertising on the Site will not be
illegal or actionable for any reason in any territory and shall comply with all
applicable legislation, rules and regulations including for the avoidance of
doubt any applicable advertising and/or relevant financial services standards
(d) If any Advertising Copy contains the
name or pictorial representation (photographic or otherwise) of any living
person and/or any part of any living person and/or copy by which any living
person is or can be readily identified, the Advertiser warrants that the Advertiser
has obtained the authority of such living person to make use of such name,
representation and/or copy.
(e) The Advertising Copy contains no
viruses or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information
(f) The Advertiser is solely responsible
for fulfilling and dealing with any orders or enquiries relating to the goods,
services or promotion to which the Advertising Copy relates and will indemnify
and hold Provider harmless accordingly.
9.2. Provider warrants that it is authorized
to enter into agreements subject to these terms and conditions.
10.1. The Advertiser will fully indemnify
and keep Provider, its licensors and their directors, officers and employees
fully indemnified against all actions, proceedings, costs (including legal
fees), damages, expenses, fines, losses (including loss of profits) penalties,
claims, demands and liabilities directly or indirectly suffered or incurred by Provider
(or its directors, officers or employees) howsoever arising from any breach of
the Advertiser’s warranties, obligations or agreements contained herein.
10.2. The Advertiser will provide Provider
with full co-operation in defending any claim or complaint concerning the
Advertising Copy including, but not limited to, providing evidence in support
of advertising claims and copies of documentation evidencing the clearance of
relevant underlying third party proprietary rights.
10.3. The Advertiser acknowledges and
confirms that Provider has not provided it with any guarantees concerning reach
of the site or target audience. Any statistics related to the site provided to
the Advertiser are provided as an estimate based on prevailing available
research only and may not be relied on by the Advertiser as a representation or
11. LIMITATION OF LIABILITY
11.1. Provider and its licensors shall not
be liable to the Advertiser, under or in connection with this Agreement,
whether in contract, tort (including negligence) or otherwise, for any loss of
profit, goodwill, business opportunity, anticipated saving or any type of
special, indirect or consequential loss or damage.
11.2. Provider’s entire liability (if any)
to the Advertiser, under or in connection with this Agreement, whether in
contract, tort (including negligence) or otherwise, shall be limited to the
amount actually paid by the Advertiser to Provider.
11.3. Provider liability to the other shall
be excluded or limited by the provisions of this Agreement.
12. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY
12.1 Any marked confidential information
and proprietary data provided by one party, including the Ads description, and
the pricing of the Ads, set forth in the Advertisement service, shall be deemed
“Confidential Information” of the disclosing party. Confidential Information
shall also include information provided by one party, which under the
circumstances surrounding the disclosure would be reasonably deemed
confidential or proprietary.
12.2 Neither party will use any portion of
Confidential Information provided by the other party hereunder for any purpose
other than those provided for under this Agreement.
12.3. Notwithstanding anything contained
herein to the contrary, the term “Confidential Information” shall not include
(a) was previously known to a party;
(b) was or becomes generally available to
the public through no fault of the receiving party (“Recipient”);
(c) was rightfully in the Recipient’s
possession free of any obligation of confidence at, or subsequent to, the time
it was communicated to Recipient by the disclosing party (“Discloser”);
(d) was developed by employees or agents of
the Recipient independently of and without reference to any information
communicated to Recipient by Discloser; or
(e) was communicated by the Discloser to an
unaffiliated third party free of any obligation of confidence. Notwithstanding
the foregoing, either party may disclose Confidential Information in response
to a valid order by a court or other regulatory body, as otherwise required by
law or the rules of any applicable regulator.
13.1. Provider represents and warrants that
it has the necessary authority to provide the Deliverables set out in the Advertisement
service subject to the terms and conditions of this agreement, including any
13.2. The Advertiser may not resell, assign
or transfer any of its rights or obligations hereunder.
13.3 All terms and provisions of these TOCA
and each Advertisement service will be binding upon and inure to the benefit of
the parties hereto and their respective permitted transferees (as applicable),
successors and assigns (as applicable).
13.4 The Terms of Services of PharosN portal
and this TOCA constitute the entire agreement of the parties with respect to
the subject matter and supersede all previous communications, representations,
understandings, and agreements, either oral or written, between the parties
with respect to the subject matter of the service.
13.5 In the event of any inconsistency
between the terms of an Advertisement service and these Terms and Conditions,
the Terms and Condition of the Advertisement service shall prevail.
13.6 Modification of these Terms and
Conditions or any Advertisement service introduced by Provider shall be
13.7 If any provision of these Terms and
Conditions is held by a court of competent jurisdiction to be unenforceable,
the remaining provisions shall remain in full force and effect.
13.8 All rights and remedies hereunder are
13.9. Any notices required to be delivered
hereunder sent by using PharosN portal Inbox and Administration Feedback forms.
All notices to Advertiser shall be sent by Provider to the address specified on
the Portal Member personal profile by the Advertiser.
13.10. Clauses ADVERTISING MATERIALS, WARRANTIES,
INDEMNITIES, LIMITATION OF LIABILITY, and MISCELLANEOUS shall survive
termination or expiry of this Agreement. On expiry or termination, each party
shall return or destroy the other party’s Confidential Information and remove