These terms set out the conditions on which Pricesearcher agrees to display Ads on the Pricesearcher Site on behalf of the Advertiser.
In these terms the following words and phrases have the following meanings:
“Ad” means any graphical, digital, and interactive media content placed on the Pricesearcher Site by Pricesearcher on behalf of the Advertiser in respect of the Advertiser Products.
“Advertiser Products” means products sold by the Advertiser which will be displayed in the Ad as agreed between Pricesearcher and the Advertiser.
“Advertiser Site” means any website, application, product or service for which a Campaign or Ad may provide leads or deliver traffic.
“Agreement” means these terms and any Insertion Orders.
“Applicable Legislation” means (a) the UK Data Protection Act 2018; (b) any and all applicable provisions of Regulation (EU) 2016/679 and associated legislation (the “GDPR”) (c) the Privacy and Electronic Communications Regulations (d) any laws and regulations relating to unfair or deceptive advertising practices or consumer fraud, (e) any applicable guidelines or codes of practice including the then current Direct Marketing Association guidelines, any guidelines or recommendations issued by the Information Commissioner’s Office, the Advertising Standards Agency Code of Practice and the British Codes of Advertising and Sales Promotion Practice.
“Campaign” means any advertising or marketing campaign for which Ads are displayed by Pricesearcher to its users.
“Confidential Information” means all information in whatever form that is disclosed by one Party to the other Party, whether or not marked as confidential including the Pricesearcher data.
“Insertion Order” means an insertion order agreed between the Parties under which the Advertiser places an order for Ads with Pricesearcher.
“Intellectual Property Rights” means all intellectual property rights and includes without limitation copyrights patents, trademarks, service marks, database rights and rights to extract data, registered and unregistered designs, rights in circuit layouts and semi-conductor topography rights, trade secrets, rights of confidence, applications for any of the foregoing and all other similar rights recognised in any part of the world.
“Pricesearcher Site” means www.pricesearcher.com and such other websites or apps as may be owned and operated by us and at which we may display Ads.
“Product Feed” means the relevant data feed of products (including title, description, image and prices of the products) provided by the Advertiser to Pricesearcher.
“Services” means any PriceAd advertising services provided by Pricesearcher to the Advertiser.
2.1 These terms set out the terms on which Pricesearcher agrees to display Ads on the Pricesearcher Site or a third party site on behalf of the Advertiser.
2.2 These terms together with the Insertion Order and any other Insertion Order will form the Agreement between Pricesearcher and the Advertiser.
2.3 To the extent that any Insertion Order contradicts or supersedes the terms of any earlier Insertion Order then the latest Insertion Order will prevail.
3.1 Pricesearcher will determine the parameters of the relevant advertising space for a Campaign on the Pricesearcher Site or third party site (as applicable). Ads will be required to meet parameters for standard sizes and formats, maximum text limits and other parameters which Pricesearcher may specify from time to time. The Ad displayed to a user will be based on a user’s relevant product search results, the Advertiser Products and the Product Feed that is supplied by the Advertiser to Pricesearcher.
3.2 The Advertiser agrees to cooperate with Pricesearcher in providing the Product Feed to Pricesearcher.
3.3 The Advertiser (and where applicable its licensors) will own all Intellectual Property Rights in the Product Feed and Advertiser Products.
3.4 Ads will be displayed by Pricesearcher based on triggers agreed with the Advertiser which may include relevant products being displayed in organic search results.
3.5 Pricesearcher will not be under any obligation to display any Ad to any user and the display of an Ad may vary depending on the browser used by the user.
3.6 The Advertiser can require that an Ad is removed from the Pricesearcher Site by giving not less than 48 hours’ notice. In an emergency Pricesearcher will use its reasonable endeavours to remove an Ad as soon as possible. If an Ad is removed less than one week after going live then Pricesearcher reserves the right to charge a fair and reasonable fee for any applicable set-up services for the Ad.
3.7 Notwithstanding the above, Pricesearcher may reach agreement with third party sites and you acknowledge and agree your Ads may be displayed on such third party sites under the Pricesearcher brand, together with our search results, We will conduct appropriate vetting procedures with respect to such third party sites to ensure your Ads are not displayed on any gambling, pornographic or other such related activity website.
4.1 Ads are displayed on a cost-per-click basis. Pricesearcher will charge the Advertiser each time a user clicks on an Ad, whether it’s displayed on the Pricesearcher Site or a third party site (as applicable). Pricesearcher will not exclude multiple clicks by a single user.
4.2 Ads are not charged on a CPA (cost per action) or revenue share basis.
4.3 The Advertiser agrees to pay fees to Pricesearcher based on the number of clicks recorded from the Ad by Pricesearcher, including via its tracking tags or cookies. Pricesearcher’s determination of the number of clicks on an Ad will be final and binding except in the case of manifest error.
4.4 Pricesearcher will submit monthly reports to the Advertiser setting out the number of Ads displayed, the number of clicks by users on those Ads and the amount payable by the Advertiser together with Pricesearcher’s invoice.
4.5 All invoices are payable within 30 days. All prices and charges quoted are exclusive of VAT.
4.6 Pricesearcher will be entitled to suspend the displaying Ads if any payment is overdue for more than 14 days.
4.7 If Pricesearcher has agreed a monthly budget or cap with the Advertiser, Pricesearcher will cease to display Ads once the budget or cap has been reached for that calendar month. Pricesearcher may provide warnings to the Advertiser that the cap may be exceeded, but shall not be obliged to.
4.8 Pricesearcher reserves the right to charge interest in respect of the late payment of any sum due under this Agreement (after as well as before judgment) at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England from the due date therefore until payment.
4.9 Pricesearcher may vary its pricing at any time by giving 7 days’ prior written notice to the Advertiser.
5.1 Each party agrees to comply with all Applicable Legislation.
5.2 The Advertiser is responsible for any and all compliance requirements with respect to any Advertiser Site including the content of any information provided, the content of any electronic communications, and the content of the Advertiser’s privacy notices, policies or opt-in statements. Pricesearcher does not approve or authorise any compliance requirements.
5.3 The Advertiser agrees that all Advertiser Products and Product Feed data supplied to Pricesearcher for a Campaign will comply with all relevant legislation and codes of conduct in respect of marketing campaigns and advertising standards.
5.4 Pricesearcher is responsible for any and all compliance requirements with respect to the Pricesearcher Site (excluding the content of any Ad) including the content of any information provided on the Pricesearcher Site, the content of any electronic communications, and the content of Pricesearcher’s privacy notices, policies or opt-in statements.
6.1 Save for any liability which cannot be excluded or limited by law, Pricesearcher will not in any circumstances have any liability for any losses or damages which may be suffered by the Advertiser, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
6.1.1 special damage even if Pricesearcher was aware of the circumstances in which such special damage could arise;
6.1.2 loss of profits;
6.1.3 loss of revenue;
6.1.4 loss of anticipated savings;
6.1.5 loss of business opportunity;
6.1.6 loss of goodwill;
6.1.7 loss or corruption of data.
6.2 Pricesearcher will not in any circumstances have any liability for any losses or damages which may be suffered by the Advertiser arising from the content of the Ad, the Advertiser Products or the Product Feed or which arise from any form, content or omission in relation to the Advertiser Site.
6.3 Pricesearcher does not guarantee any given level of response to an Ad or Campaign.
6.4 Pricesearcher’s total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum which is the higher of i) £5,000; or ii) an amount equal to the aggregate fees and charges paid by the Advertiser to Pricesearcher in the 12 months leading up to the date of the relevant breach.
6.5 The Advertiser agrees that, in entering into this Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement.
7.1 Either Party will be entitled to terminate this Agreement (including any Insertion Order) by giving not less than seven days’ written notice to the other Party.
7.2 In addition to, but without prejudice to the other rights and remedies of each Party under this Agreement, in the event that:
7.2.1 Either Party fails to perform or comply with any of its material obligations under this Agreement and such failure is not remedied to the reasonable satisfaction of the other Party within 28 days of written notification; or
7.2.2 Either Party commits a material or persistent breach of the terms of this Agreement; or
7.2.3 Either Party enters into insolvency;
Then the other Party may terminate this Agreement immediately by written notice to the Party who is subject to 7.2.1 to 7.2.3 without liability.
7.3 For the purposes of clause 7.2, a Party shall be regarded as entering into insolvency if:
7.3.1 it suspends or ceases or threatens to suspend or cease all or a substantial part of its operations; or
7.3.2 a meeting is convened, an order made or a resolution passed for its winding-up (except for the purposes of a reconstruction or amalgamation whilst solvent); or
7.3.3 a petition is presented for its winding up and not stayed, dismissed or withdrawn within 10 days (unless it is demonstrated to the other party’s satisfaction that the petition is frivolous or vexatious and it is dismissed before the petition is advertised and in any event within 14 days of presentation); or
7.3.4 a petition is presented for the appointment of an administrator in relation to it and is not dismissed within two days or in the case of a petition presented by a creditor, within two days of actual service by that creditor on it; or
7.3.5 a distress, execution or other legal process is levied against any of its assets and is not discharged or paid out in full within three days; or
7.3.6 an encumbrancer takes possession of or a receiver or an administrator or similar official is appointed in respect of the whole or any part of its assets or undertaking; or
7.3.7 it ceases or suspends generally the payment of its debts or is unable to pay its debts or is deemed unable to pay its debts within the meaning of s123 Insolvency Act 1986; or
7.3.8 if any event occurs which, under the applicable law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned above.
7.4 Termination of this Agreement will not affect a Party’s accrued rights and obligations at the date of termination.
8.1 All intellectual property rights of any nature (including copyright) which are capable of
existing in the Pricesearcher Site and in any other materials, documents, software code, designs, content or other materials created or provided by Pricesearcher or its employees, contractors or associates (“Pricesearcher Materials”) shall be and remain the property of Pricesearcher.
8.2 Pricesearcher Materials shall be licensed to the Advertiser for its internal use only in accordance with the terms of this Agreement and no Pricesearcher Materials may be used for any other purpose without Pricesearcher’s prior written consent.
8.3 All intellectual property rights of any nature (including copyright) which are capable of existing in any reports, materials, documents, software code, designs, content or other materials created or provided by the Advertiser or its employees, contractors or associates including the Product Feed and Advertiser Products (“Advertiser Materials”) shall be and remain the Advertiser’s (or where applicable, its licensors’) property.
8.4 Advertiser Materials shall be licensed to Pricesearcher for use in connection with providing the Services and save for that, Pricesearcher agrees that no Advertiser Materials may be re-sold, published, distributed, sub-licensed or otherwise dealt with without the Advertiser’s express prior written consent.
9.1 Each Party undertakes that it shall not at any time disclose to any person any Confidential Information disclosed to it by the other Party except as permitted by clause 9.2.
9.2 Each Party may disclose the other party’s Confidential Information:
9.2.1 to its employees, officers, agents, consultants or sub-contractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under this Agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause as though they were a party to this Agreement. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and
9.2.2 as may be required by law, court order or any governmental or regulatory authority.
9.3 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement are granted to the other Party or are to be implied from this Agreement. In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other Intellectual Property Right held, made, obtained or licensable by either Party now or in the future.
10.1 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
10.2 Nothing in this Agreement is intended to exclude a party’s liability for fraud or fraudulent concealment.
10.3 Neither Party shall be entitled to assign or transfer any rights under this Agreement without the prior written consent of the other Party.
10.4 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
10.5 The Parties agree that a failure by either Party to enforce the performance of any provision in this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
10.6 This Agreement constitutes the whole agreement and understanding of the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement, provided always that nothing in this clause shall limit or exclude any liability for fraud.
10.7 Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only in writing by both of the Parties.
10.8 If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.9 This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the nonexclusive jurisdiction of the English courts.