Winerist Advertisement Agreement
1. Definitions and interpretation
1.1 In this Agreement:
‘Advertiser’ means a third party, who has purchased services under this agreement, as defined by the information submitted during the registration process on the Website;
‘Publisher’ means the company who sells the services under this agreement, Winerist Ltd with UK VAT number GB133546327;
‘Publisher Site(s)’ means the website(s) owned, operated, represented or controlled by the Publisher;
‘Advertiser Content’ means the advertisements and other content (as specified in the the Website) submitted by the Advertiser to the Publisher for publication on the Website;
‘Advertising Services’ means the advertising services specified in the package chosen by the Advertiser as specified on the Website; The Publisher has the right to amend the Advertising Services from time to time.
‘Confidential Information’ means the amounts of the Charges and the other financial terms relating to this Agreement;
‘Effective Date’ means the date when the Advertiser has paid for the Advertising Services.
‘Prohibited Content’ means:
(a) works and materials that:
(i) breach any law, regulation or legally-binding code;
(ii) infringe any person's Intellectual Property Rights or other legal rights; and/or
(iii) give rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;
(b) works and materials that contravene the Committee on Advertising Practice Code (the CAP Code);
(c) obscene, indecent, pornographic, lewd or graphic works and materials; and
(d) works and materials that may cause annoyance, inconvenience or anxiety to any internet user;
‘Website’ means the www.winerist.com; and
‘Year’ means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.
This Agreement will come into force on the Effective Date and will roll over for another year each year on the anniversary of the contract, unless terminated earlier in accordance with Clause 6 and unless the Advertising Services purchased are of a one-time purchase nature (such as banner ads and email marketing campaigns).
3. Advertising Services
3.1 During the Term, the Publisher will provide the Advertising Services to the Advertiser.
3.2 The Advertiser grants to the Publisher a non-exclusive, worldwide, royalty-free licence to publish the Advertiser Content on the Website as contemplated by this Agreement.
3.3 The Advertiser warrants and undertakes:
(a) to ensure that all Advertiser Content is accurate and fair;
(b) to ensure that Advertiser Content does not consist of, contain, or link to any Prohibited Content;
(c) promptly to request the removal or editing of any Advertiser Content which ceases to be accurate and fair, or becomes Prohibited Content, for whatever reason;
(d) to ensure that the advertising and sale of any products and services that are advertised through the Advertising Content is legal under all applicable laws;
(e) to ensure that the products and services advertised through the Advertising Content are appropriate for the Website's user base; and
(f) to ensure that the Advertiser Content is of a quality commensurate with the content published on the Website generally.
3.4 Subject to scheduled maintenance, express restrictions on the Advertising Services, and any Force Majeure Event affecting the Publisher or the Publisher's appointed hosting services provider, the Publisher will use reasonable endeavours to maintain the availability on the internet of:
(a) the Website; and
(b) the published Advertiser Content, during the relevant period; but the Publisher does not guarantee 24/7 availability.
4.1 The Advertiser will keep confidential the Confidential Information, and will not disclose the Confidential Information except as expressly permitted by this Clause 4.
4.2 The Advertiser will protect the confidentiality of the Confidential Information using at least reasonable security measures.
4.3 The Confidential Information may be disclosed by the Advertiser to its officers, employees, insurers and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
5.1 Either party may terminate this Agreement at any time by giving at least 30 days written notice of termination to the other party. If the Advertiser does not wish to extend the contract of the Advertising Services for another year after the anniversary of the contract as per Clause 2, it needs to provide a termination notice of 30 days to the Publisher, otherwise it may be charged in full for the renewal of the Advertising Services.
5.2 The Publisher may terminate the Agreement immediately by giving written notice of termination to the Advertiser if the Advertiser fails to pay any amount due to the Publisher under the Agreement in cleared funds by the due date for payment.
6. Effects of termination
If the Agreement is terminated by the Publisher under Clause 5.1, the Advertiser will be entitled to a refund of any amounts paid to the Publisher in respect of Advertising Services which were to have been provided after the effective date of termination. Such amount will be calculated by the Publisher using any reasonable methodology. The Advertiser will not be entitled to any refunds or release from any liability to pay Charges (whether or not invoiced) upon the termination of the Agreement.
7 Charges and payment
7.1 The Charges are set out on the Website at the time of purchase of the Advertising Service. The Publisher reserves right to amend the terms and price of the Advertising Service and is due to announce the Advertisers should it do so within 30 days of any changes.
7.2 The Charges are in € and the following VAT treatment will apply
If the Advertiser is in the EU and VAT registered the reverse charge scheme will apply (no VAT as long as you supply a valid EU VAT number)
If the Advertiser is based in the EU and is not VAT registered we charge 20% VAT on top of Charges
If the Advertiser is based in the UK we charge 20% VAT on top of Charges
If the Advertiser is based outside the EU no VAT will apply.
7.3 The Advertiser will pay the Charges to the Publisher on the Website by supplying a credit card at the time of purchase. A separate invoice can be issued upon request. Should the Advertiser want to pay by bank transfer you can pay in € to this bank account:
Bank name: HBSC
Account Name: Winerist Ltd
Account number: 74806422
Branch identifier code: MIDLGB22
Reference: Please put your business name