RugbyPass Terms and Conditions (T&C's) - Commercial Activity

Section 1: Introduction

All orders and bookings, covering advertisements, sponsorship, data services, video distribution, campaigns, production or licensing are subject to and governed by these terms and conditions:

These T&C’s cover but are not exclusive to advertisements on or delivered through the internet, website and mobile devices including graphics, logos, audio or visual material, dynamic images, banner advertising, links, microsites, CTA advertising, embedded and emails

Section 2: Terms

Advertiser means the entity advertising the product or service that is the subject of the advertisement

Advertising Copy means the text content of an advertisement

Audience Extension means serving the advertiser’s advertisements to users on third party websites or social platforms

Buyer means the person placing the order with The RugbyPass Group for the campaign, whether such person is the advertiser or the advertiser’s advertising agency or media buyer

Buyer Materials means all information, materials and content in any format provided by or on behalf of the buyer for use in connection with the campaign

Campaign means the advertising and promotional activity as set out in the agreed campaign schedule or via other forms of communication

Campaign Schedule means the delivery of agree media assets to promote the buyers business which could span multiple digital, social and event based activiations. Usually but not exclusively in the form of a table outlining all the media and KPI’s

Charge means RugbyPass’s advertising cost(s) for the advertisement or brand partnership campaign, as agreed with the buyer

Content means all content, materials, concepts and ideas prepared, created and developed for any advertisement or campaign

Forecast means the number of impressions the parties anticipate shall be delivered in any given campaign, as set out in the proposal or media schedule

Impressions means the exact number of times the RugbyPass websites have been accessed or viewed by a user

Insertion Order (IO) means any order under which the parties confirm and RugbyPass accepts for the placement of advertisements, services or the delivery of the campaign

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered

Production Charges: upfront production costs that are required to make the buyers content ahead of time to ensure the campaign runs during the agreed publishing dates

The RugbyPass Group means all content platforms relating to Rugby365, RugbyOnslaught, The Rugby Network, RugbyDump, RugbyPass and Rugby Analytics. Plus all additional owned or operated channels whether listed or not

Term Sheet means the agreed commercial terms by the parties for the campaign.

Section 3: Commercial Conditions

The advertiser or the buyer will do so in accordance to UK law. The buyer shall have full liability for all obligations be that the agency or client direct

The charge is agreed on the basis of the campaign activity as described in the campaign schedule or via electronic communication. Additional promotional concepts must be agreed in writing including appropriate remuneration and licensing terms if this fall outside of the initial scope of work

RugbyPass reserve the right to change the format of any of its publications, its commercial rates and other specifications at any time

RugbyPass gives no warranty or guarantee in relation to technical or other digital disturbances which inhibits the campaign delivery

All orders and bookings are subject to change or cancellation with as much written noitce as possible. RugbyPass reserves the right to editorial discretion and to decline any order or booking at the discretion of the editor

Any postponed advertisement or campaign item shall in good faith be rescheduled via an alternative date to be agreed by both parties if appropriate.

RugbyPass shall have and retain complete editorial control in relation to all editorial content forming part of the campaign

RugbyPass may showcase the campaign for internal purposes and for marketing its services to other prospective advertisers

The buyer will submit all materials, content and information in relation to the advertisements / campaign in accordance with RugbyPass’s deadlines and timescales, unless otherwise agreed. Missing deadlines could result in activity not running

RugbyPass will exercise reasonable care in relation to the buyer (advertising or campaign) materials but will not be liable for any loss or damage to them

Where possible RugbyPass will seek the buyers approval and feedback on branded content before it is published

The buyer is responsible for checking each advertisement, campaign detail or link, including repeat creatives or copy. RugbyPass take no responsibility for repeat errors unless notified by the buyer

Creatives must be delivered to RugbyPass in the correct format as outlined by RugbyPass or our third part ad-ops team Snack Media no later than 3 business days (for standard format) or 5 business days (for rich media format) prior to publication. Delays could incur lost impressions or alternative delivery dates being offered at RugbyPass’s sole discretion

The charges as set out in the insertion order or term sheet will be payable in full if the delay means activity is missed and was deemed to be the buyers fault

RugbyPass shall not be bound by a stop order, cancellation or postponement of any advertisement / campaign unless we are given thirty days notice in writing or both parties reach an agreement in writing

When the campaign schedule or charges are based upon guaranteed online traffic RugbyPass shall generate performance reports and the figures in such report shall be the official definitive measure of the campaign performance on which the charges will be based

The buyer shall pay the charges together with any associated agency commission without deduction

All sums payable under this agreement are exclusive of any value added tax. If applicable value added tax will be added to the sum payable on the date of invoicing

Payment in respect of the advertisement and any item of the campaign is due in advance of being published or ahead of any production costs being incurred except where RugbyPass has agreed credit with the buyer

Invoices will be supplied by RugbyPass with a due date, campaigns or advertisements will not run if full payment is not received by that date ahead of publication

Payment shall mean cleared funds, RugbyPass reserves the right to recharge the buyer if any charges are incurred as a result of the buyer’s chosen method of payment

RugbyPass is an Irish registered business and VAT will only be applied to other Irish entities unless otherwise specified

Any overdue payments of the charge and other monies payable under this agreement shall bear interest at the rate of 4% above the base rate of the Bank Of Ireland (or such other bank as nominated by RugbyPass from time to time). Interest shall accrue on and from the day on which payment was due until the day when payment is actually made

It’s normal business procedure that RugbyPass reserves the right to make searches or other enquiries about the buyer using the services of credit agencies

Where the buyer is the advertiser’s advertising agency, media buyer or is acting for the advertiser in some other representative capacity, the buyer hereby grants to RugbyPass the right of subrogation of all and any debts owed by the advertiser to RugbyPass in relation to or associated with the order or booking

The buyer shall remain liable for payment for any activity that has been published or produced (production charges) even if a stop order is given in writing (with thirty days notice unless previously agreed by both parties)

Any other matter of complaint, claim or query must be raised with RugbyPass in writing within seven days following the publication or production of the content or in the case of disputed invoice, the date of receipt

RugbyPass maximum liability for any complaint, claim or query is limited to giving a credit for its charge for the advertisement or running the campaign item for a second time without charge. Any complaint, claim or query shall not affect the liability of the buyer for payment. Once any dispute in respect of any item of the campaign has been resolved, payment for that item will, if the original due date has already passed, be due within five working days

The buyer warrants to RugbyPass that it has all the necessary, licenses, permissions, clearances, consents, right, title, interest and Intellectual Property Rights in relation to the buyer materials or information supplied including trade marks and branding to deliver the overall campaign agreement

If RugbyPass has agreed to provide the creative work RugbyPass retain all Intellectual Property Rights to the content excluding the buyers materials

The buyer shall not use and shall not permit any other person to use any of RugbyPass’s Intellectual Property without the prior written consent. Content may be used outside RugbyPass platforms if appropriate remuneration and licensing provisions are agreed in writing between both parties in advance

The buyer shall promptly inform RugbyPass of any suspected unauthorised use it’s Intellectual Property Rights

All parties will comply with the provisions and obligations imposed by Data Protection Laws and any other applicable data protection and privacy legislation. Each party shall deal promptly and in good faith with all reasonable and relevant enquiries from the other party relating to its processing of personal data under this agreement

Where RugbyPass acts as data processor in respect of personal data collected the scope, nature, purpose and duration of the processing will be agreed between the parties in writing and the personal data must be used in accordance with what is agreed only

RugbyPass will use all reasonable endeavours to forward to the buyer any responses that it receives to advertisements from individuals wishing to contact the advertiser however RugbyPass accepts no liability in respect of any loss or damage that arises as a result of any delay or omission

The buyer permits RugbyPass to electronically tag and use such technology as appropriate with the online content or advertisments to enable data collection such as impressions, dwell times, scroll depth, cookies and clicks. This data (non personal data) shall be made available to the advertiser in the form of campaign performance reports

RugbyPass own all aggregated data (and the Intellectual Property Rights in such data) generated (via cookies) by the online activity

Each party shall conduct all of its activities in accordance with the Bribery Act 2010. No party shall (whether by act or omission) commit any breach to the Act in connection with its activities relating to this agreement. If there is a breach either party should contact the other to make them aware of the gravity of the breach in question

Under their obligations to deliver this agreement, each party shall comply with the Modern Slavery Act 2015. No party shall (whether by act or omission) commit any breach of this Act. Any breach which is not capable of remedy and in such circumstances, the other party shall be entitled at its discretion to immediately terminate this agreement by written notice of the breach

The buyer warrants that all supplied materials and the production, reproduction, publication and/or display of the advertisement in any medium are not fraudulent, misleading or deceptive (including links to illegal or immoral activity) and comply with British Code of Advertising Practice / the Advertising Standards Authority. The buyer must ensure that all materials are free of viruses or harmful codes to the RugbyPass Group or any third party computer systems

The buyer warrants that it has full power and authority to enter into this agreement and perform its obligations

The buyer shall ensure that at all times it has sufficient insurance to cover all its liability under this agreement and in law, including public liability insurance where a public event forms part of the campaign

Aside from previously mentioned clauses neither party shall be liable for any loss of profit, opportunity, goodwill, anticipated saving, revenue or any other loss which is indirect, consequential or economic regardless of whether it was or was not foreseeable and regardless of whether or not a party was notified of its possibility

Nothing in these conditions shall exclude or restrict either RugbyPass or the buyer’s liability for death or personal injury resulting from the negligence of the relevant party or of its employees while acting in the course of their employment or shall exclude or restrict either party’s rights, remedies or liability under the law governing these conditions in respect of any fraud

RugbyPass’s maximum aggregate liability for any loss or damage arising out of or in relation to any advertisement ordered by or on behalf of the buyer shall not exceed two times the total amount of the insertion order

The buyer will indemnify and keep RugbyPass indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or indirectly as a result of any breach or non-performance claim made by the advertiser against RugbyPass arising from this agreement

Any party (other than the defaulting party) may terminate this agreement at any time by written notice if:
- either party fails to carry out any provision of this agreement and the defaulting party does not remedy that failure within 7 days
- it becomes unlawful for the defaulting party to perform its obligations under this agreement

On termination the buyer shall be liable for payment of all charges that have occurred to date

Upon expiry or termination of this agreement all materials and property belonging or relating to the other party will be returned or disposed of

Nothing in this agreement is intended to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of without the express written authority

The terms and conditions set out herein apply to each order or contract for the advertisement, campaign or event. If there is any conflict or inconsistency in the terms and conditions of this agreement, these terms and conditions shall prevail over any terms contained in the order or booking

RugbyPass reserves the right to change the terms and conditions at any time and the buyer should revisit the terms and conditions before it places an order or makes a booking

The failure of RugbyPass to enforce any term or rights arising from this agreement does not constitute a waiver of such term or right and shall in no way affect RugbyPass to enforce or exercise the term or right

Any modification of this agreement shall be effective only if agreed in writing and signed by both parties and the intention is clear. If any provision of this agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it will be suspended immediately

This agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts