Jazz FM Sponsorship and Promotions Standard Terms and Conditions
Jazz FM Sponsorship and Promotions Standard Terms and Conditions
Accompanied by Order Form
1.1. The Client means the person (which term includes individuals, bodies corporate, unincorporated associations or partnerships) who has contracted with Jazz FM Limited (Jazz FM) for the provision of services. The Client shall contract with Jazz FM by signing (or otherwise signalling approval of) an Order Form.
1.2. The Client agrees that by placing an order with Jazz FM to run promotional advertising and/or sponsorship (or similar services) on Jazz FM’s media platforms (Services) upon signing (or otherwise signalling approval of) the Order Form, it is bound by these terms and conditions and the Order Form (the agreement).
1.3. Where it has been agreed that Jazz FM will provide the copy for the Services which term may where applicable include programme content (Copy), or part of any Copy:
1.3.1 The Client agrees to supply in good time (and in any event at least three (3) clear working days before the first date upon which Services are to be provided) all and any client materials in a form that is of high quality, virus-free (if applicable) and in a readily accessible format;
1.3.2 The Client shall co-operate and actively assist Jazz FM (or such others persons as Jazz FM nominates) in producing the Copy, including responding to any requests and queries promptly;
1.3.3 Whilst Jazz FM will use reasonable endeavours to satisfy the requirements of the Client in respect of the Copy to be produced, and shall exercise reasonable care and skill in doing so, it is agreed and recognised that a degree of discretion shall be provided to Jazz FM as to the exact nature, appearance, sound and content of any produced Copy; and
1.3.4 It is agreed and recognised that the Client’s final approval of any Copy produced is not required prior to broadcasting or other utilisation, and that the final decision on whether any Copy is to be broadcast or utilised is at the sole discretion of Jazz FM.
1.4. Where the Client is supplying the Copy (or any part of the Copy), the Client agrees to supply Jazz FM with such Copy at least three (3) clear working days before the first date upon which the Services that will utilise that Copy are to commence. Copy shall:
1.4.1 be provided in a suitable high quality, virus-free (if applicable) and in a readily accessible format;
1.4.2 be provided in a finished state so that the same can be broadcast or utilised without modification, amendment or alteration if Jazz FM so decides; and
1.4.3 comply with all applicable advertising standards and broadcast codes.
It is agreed and recognised that the final decision on whether any Copy is to be broadcast or utilised is at the sole discretion of Jazz FM.
1.5. Jazz FM shall be entitled to rely on the approvals of Copy (and all other matters connected to the Services and this agreement) from the agency or Client contact named in the Order Form or such other person as that person may nominate and will not be required to liaise with, or otherwise seek approvals from, any other person.
1.6. Jazz FM reserves the right to withdraw any or all Services where any client materials, Copy or prizes to be provided by the Client are not supplied in good time or do not otherwise comply with clauses 1.3, 1.4 or 1.7. If the Client fails to deliver any materials on time such that Jazz FM cannot provide some or all of the Services, the Client shall in any event remain liable to pay the entire fee (which includes production and other hard costs incurred by Jazz FM) as listed in the Order Form.
1.7. If the Client is providing prizes/rewards for any competition(s) to be run as part of the Services, such prizes shall be provided in a timely fashion and shall be the sole responsibility, and at the cost, of the Client. For the avoidance of doubt, Jazz FM shall not be required to contribute towards the costs of any prize or reward (including but not limited to any taxes associated with such prizes or rewards) to be provided by the Client or by a third party on the Client’s behalf. Unless otherwise agreed in advance at the start of the period of the Services, the Clients shall be responsible for dispatching the prizes no later than 10 days after the date on which the prizes are won (or within the relevant timeframe where any prize is time and/or date specific in which case it shall be provided in sufficient time to allow the winner(s) to avail of the prize).
1.8. All competitions are subject to Jazz FM’s competition terms and conditions. Where the Client requires the competition to be subject to any additional competition terms and conditions, these should be discussed in advanced with Jazz FM. Unless specifically agreed with Jazz FM, the prizes do not form part of any fees due under this agreement.
2.1. Jazz FM shall not be required to transmit anything which does not comply with its technical requirements, the Broadcasting Act 1990 (or any amending or superseding enactment) or any law, regulation or advertising code applicable to it (including any internal codes) (together Applicable Laws). Subject to having agreed the general substance of the Copy with the Client (such agreement not to be unreasonably withheld or delayed), the parties agree that Jazz FM retains full editorial control and, in particular, Jazz FM reserves the right (without incurring any liability to the Client) to make such changes or deletions as may be required by any Applicable Laws or otherwise.
2.2. In the event that, for whatever reason, Jazz FM is unable to deliver any part of the Services precisely as set out in the Order Form, it may offer the Client alternative promotional advertising and/or sponsorship services in the nature of the Services which may be accepted by the Client within a reasonable period; provided that if any such offer is not accepted the Client shall have no claim against Jazz FM in respect of non-performance or for any expense or damage whatsoever incurred as a result thereof (and in no event shall this affect the Client’s obligation to pay the fees (which includes production and other hard costs incurred by Jazz FM) set out in the Order Form).
2.3. Jazz FM does not guarantee that the scheduled times and/or dates of any part of the Services will be adhered to. If for any reason whatsoever any Service is not provided at all, has a material part thereof omitted, or contains a material error (an Error), Jazz FM will use all reasonable endeavours to offer that part of the Services during some other period which may be accepted by the Client; provided that if any such offer is not accepted within a reasonable period, the Client shall have no claim against Jazz FM in respect of such Error or for any expense or damage whatsoever incurred as a result thereof (and in no event shall any Error affect the Client’s obligation to pay the fees (which includes production and other hard costs incurred by Jazz FM) set out in the Order Form).
2.4. If the designated presenter for any Jazz FM progamme around which the Services are to be provided is unable or unwilling to present the programme, the Jazz FM reserves the right to substitute the designated presenter with another suitable presenter (at Jazz FM’s discretion).
2.5. Where the Order Form refers to a particular level of impact on any media platform, this is provided by way of information only and no guarantee is given by Jazz FM that the level of impact will be achieved.
3. Intellectual Property and Warranties
3.1. The Client warrants and represents to Jazz FM that:
3.1.1. it owns or has validly licensed the Client materials, including trade marks, as supplied by the Client (or on behalf of the Client) to Jazz FM (“Client Materials”) in order for Jazz FM to comply with and perform its obligations under this agreement, and the Client Materials do not infringe any third party intellectual property rights;
3.1.2. it has full right and authority to enter into this agreement and to perform its obligations under this agreement; and
3.1.3. to the extent the Client provides any prizes such prizes shall be lawful, fit for purpose, safe and compliant with all relevant laws or regulations.
3.2. All intellectual or proprietary property and information supplied by a party shall be and remain the sole and exclusive property of the party who supplied the same.
3.3. Subject to clause 3.2, the Client acknowledges that all rights in the campaign (including any concepts developed around a radio progamme or music event) together with any associated goodwill shall belong to Jazz FM and the Client shall not acquire any rights in the same.
4. Cancellation and Termination
4.1. Either party may terminate the agreement immediately by written notice to the other party in the event:
4.1.1. the other party shall commit any material breach of any of its obligations under this agreement and shall fail to remedy such breach (if capable of remedy) within 14 days of being given notice by the non breaching party to do so; or
4.1.2. the other party threatens, is declared or becomes insolvent or enters into liquidation (other than for the purpose of solvent reconstruction or amalgamation) or enters into any arrangement or composition with its creditors or any of them or composition with its creditors or any of them or has a receiver appointed (or analogous proceedings in any other jurisdiction).
4.2. Without prejudice to clause 4.1, and (for any campaign lasting longer than six months) after the six-month anniversary of the commencement of the campaign, the Client may terminate this agreement by giving at least three months’ written notice.
4.3. As a genuine and reasonable estimation of the damages likely to be suffered by Jazz FM as a result of either Jazz FM terminating the contract pursuant to clause 4.1 or the Client terminating it pursuant to clause 4.2, Jazz FM shall immediately be entitled to recover from the Client all sums outstanding under this agreement as at the date of termination and 50% of any remaining fees that would have fallen due had the agreement not been terminated. All production and hard costs incurred by Jazz FM by the date of termination will be due and payable by the Client in any event
4.4. The termination or expiration of this agreement shall be without prejudice to any rights arising prior to such termination or expiration.
5.1. Unless otherwise agreed in writing, all monies due from the Client under this agreement shall be apportioned on a monthly basis and paid in monthly payments accordingly. Such apportionment does not affect the Client’s obligation to pay the entirety of the fee payable pursuant to this agreement. The existence of any query on an invoice (which must be notified to Jazz FM within 10 days of the date of the invoice) shall not affect the due date of payment of the balance of the invoice.
5.2. Payment of invoices must be made in full in cleared funds within 30 days of the date of the invoice unless otherwise agreed in writing by the parties. If any amount is not paid in full by the due date for payment, interest is payable on the outstanding amount at a rate of 5% per annum above the base lending rate from time to time of Barclays Bank plc. Interest is calculated on a daily basis and accrues from the due date for payment until receipt by Jazz FM of the full amount (including any accrued interest) whether before or after judgment.
6. Advertising Agencies
6.1. Unless otherwise agreed, where an advertising agency has placed the order with Jazz FM, it shall be deemed to contract as principal and will accordingly be responsible for the payment of accounts and will be deemed to have full authority in all matters connected with the placing of orders and the approval or amendment of Copy (regardless of any arrangement between the agency, the Client and/or any third party and whether the identity of the client is disclosed or not).
6.2. Where applicable, agency commission of 15% of the gross fee (excluding VAT) as set out in the Order Form is payable by way of a deduction to a bona fide credit worthy agency recognised by Jazz FM (in its sole discretion). No agency commission is payable whilst sums remain due under this agreement after the due date for payment and no such commission shall be paid or shared with any third party.
7.1. Each party agrees to keep confidential (both before, during and after the term) all confidential information, whether written or oral, concerning the business or affairs of the other. This obligation will not apply in the case of any disclosure required by law, or to information which is in the public domain (other than as a result of a breach of any confidentiality obligation). Nothing in this clause shall prevent Jazz FM from referring to the association with the Client under this agreement for the purposes of promoting Jazz FM’s business generally or from conducting research or case studies.
7.2. The Client agrees to fully indemnify and keep indemnified Jazz FM and its officers, employees, consultants and agents against any and all damages, losses, liabilities, claims, demands, costs (including reasonable legal costs) and expenses suffered or incurred by Jazz FM arising out of or connected with any breach of the warranties set out in clause 3.1 or (where applicable) arising out of the provisions of any prize provided by a Client (or on its behalf) for any competition(s) run as part of the Services.
7.3. Jazz FM shall not be liable for any indirect, economic or consequential loss or any loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings arising in connection with this agreement, even if it has been advised of the possibility of such loss or damage. In no event shall Jazz FM’s liability under or in connection with this agreement be greater than the total amount of the fees set out in the Order Form.
7.4. If by reason of any force majeure event or omission, a party is delayed or prevented from performing any of the provisions of this agreement (the “Affected Party”), then such delay or non-performance shall not be deemed to be a breach of this agreement and no loss or damage shall be claimed by the non-Affected Party provided that the Affected Party uses its reasonable endeavours to minimize and reduce the effects of such force majeure event. The corresponding obligations of the non-Affected Party will be suspended to the same extent as those of the Affected Party.
7.5. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
7.6. This agreement (which includes the Order Form) sets forth the entire agreement between the parties at the date thereof and supersedes any prior written or oral agreement between them with respect to the subject matter hereof. The Client agrees that in entering into this agreement it has not relied upon any warranty, representation or undertaking that is not expressly set out in this agreement.
7.7. A person who is not a party to this agreement has no right under the Contracts (Right of Third parties) Act 1999 to enforce any term of this agreement.
7.8. All notices shall be sent by registered post to a party’s registered address from time to time and shall be deemed to have been received on the next business day following posting.
7.9. The Client shall not assign or attempt to assign in whole or in part the benefit of this agreement without the prior written consent of Jazz FM.
7.10. No changes to the agreement shall be effective unless agreed in writing by both parties.
7.11. This agreement will be governed by and construed in accordance with the laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the English courts.