Terms & Conditions.
The following terms and conditions shall apply to all legal transactions of Air Media Productions Limited, hereinafter "Air Media", with its contractual partners, hereinafter the "Client", in particular for services and/or works in the field of advertising. The nature of the services and works in detail results from the concept developed by Air Media, the offer, the campaign proposals or the individual orders.
These Terms and Conditions are an integral part of every contract concluded, unless otherwise agreed in detail. They shall also apply to future business relations with the Client without the need for their express inclusion again.
Deviating terms and conditions of business of the Client as well as amendments and supplements to these Terms and Conditions shall only be valid insofar as they have been acknowledged in writing by Air Media. This shall also apply if the Client's terms and conditions of business and/or delivery have not been expressly objected to.
Services
Air Media will perform services for Client in connection with the planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services for Client, during the Term, as provided in the accepted quotation or Scope of Work Document, as applicable, incorporated herein by reference (such services are collectively referred to as “Services”).
During the term of this agreement, Client may wish to assign additional projects, products, or services to Air Media beyond the Services outlined in the accepted quotation or Scope of Work Document as applicable (“Out-of-Scope Assignments”). Air Media agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to Air Media and other relevant terms and conditions, if applicable.
Nothing in this Agreement will be deemed to require Air Media to undertake any act or perform any services which in its good faith judgement would be misleading, false, libellous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or Air Media’s interests.
Subcontractors
Client acknowledges that Air Media may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. Air Media shall supervise such services and endeavour to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but Air Media shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to Air Media’s negligence or wilful misconduct.
If Client enters into arrangements with third party vendors, subcontractors or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that Air Media utilise such Preferred Suppliers in the discharge of Air Media’s obligations hereunder, Client remains solely responsible for such Preferred Suppliers.
Approval
Air Media shall submit to Client for its approval all elements of any materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites artworks, graphic materials, and photography (collectively, “Materials”). Submission for prior approval of Materials will not be required to the extent that they are preliminary only.
Presentations and Proposals
If no order is placed after a presentation, all services, in particular the presentation documents and the drafts, works, ideas, etc. contained therein, shall remain the property of Air Media. shall remain the property of Air Media. The client shall not be entitled to use this material in any form whatsoever, to process it or to use it as a basis for the production of his own material. In the event that no order is placed, the Client shall immediately return to Air Media all presentation materials in its possession.
If no order is placed, Air Media shall be at liberty to use the ideas, works, designs etc. presented for other projects and clients.
The passing on of presentation documents and offers to third parties, as well as their publication, duplication, dissemination or other use by the client or his authorised representatives shall oblige the client to pay a fee in the amount of the service concerned. This shall be based on Air Media's offer or, if such an offer is not yet available, on the customary market conditions.
Cost estimates and remuneration
As compensation for the Services rendered pursuant to this Agreement, Client agrees to pay Air Media the fee as set out in the accepted quotation.
Client shall reimburse Air Media for all necessary incidental expenses. Incidental expenses include all expenses incurred for Client’s account in connection with Air Media’s rendition of services and performance of duties hereunder. Air Media shall obtain Client's prior written authorisation before incurring any Incidental expenses. All Expenses not paid directly by Client shall be paid within seven (7) days of receipt of Air Media’ notification. All Expense reimbursements shall be made at Air Media’ direct out-of-pocket costs, without any markup for overhead, administrative costs, or otherwise.
Client shall pay, reimburse, and/or hold Air Media harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement, except income taxes.
Payments referred to herein shall not be refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.
Invoices and set-offs
Air Media shall be entitled to invoice the Client for part payments for partial services already rendered, without these partial services having to be available in a form that can be used by the Client.
If the Client terminates the contractual relationship after placing the order and before completion of the project, the Client shall be obliged to pay the agreed remuneration. The remuneration shall be reduced by the amount corresponding to the expenses saved by Air Media due to non-implementation of the project or termination of the project.
The agreed prices shall be exclusive of statutory value-added tax.
Invoices shall be payable immediately upon receipt without deduction. Offsetting with counter-claims or assertion of a right of retention shall only be permissible if the Client's claims are not disputed or have been legally established.
Client’s Default
Client shall be deemed in default of this Agreement upon the failure to comply with any of the terms and conditions of the Agreement, including, but not limited to, the obligation to make any payment as and when due. Upon default, Air Media shall have all rights and remedies available, including termination of this Agreement and institution of an action for all applicable damages. Payments not made on the due date shall be subject to late charges equal to the maximum amount permitted under applicable law. Air Media may suspend all services on notice until the amounts outstanding are paid in full.
If Air Media delays or refrains from exercising any rights under this Agreement, Air Media does not waive, nor will Air Media lose those rights. If Air Media accepts late or partial payments from the buyer, Air Media does not waive the right to receive full and timely payments and other charges due under this Agreement.
Third-party costs
Third-party and ancillary costs, such as the costs for the engagement of photographers, stylists, designers, etc., as well as expenses for telephone, fax, courier, travel expenses, etc., shall be remunerated separately against evidence, unless expressly agreed otherwise. Air Media shall also be entitled to subcontract all external services required for the fulfilment of the order on behalf and for the account of the Client.
Relationship of the Parties
Air Media's relationship with the Client shall oblige Air Media to provide objective advice geared to the Client's objectives and to select third party companies accordingly, e.g. for production processes. Insofar as the Client has not expressly reserved a right of co-determination, the selection of third parties shall be made in compliance with the principle of a balanced relationship between economic efficiency and the best possible success in the sense of the Client.
Air Media shall be obliged to maintain secrecy with regard to all business secrets of the client of which it becomes aware in the course of the cooperation.
No Partnership or Joint Venture. Client and Air Media agree that Air Media shall perform its duties under this Agreement as an independent contractor. Furthermore, Air Media is not a true party of interest of Client, and therefore, limited in its control over Client’s business.
Copyright and rights of use, ownership and contractual penalty
All drafts, drawings, artwork, concepts, ideas, etc. produced by Air Media are works protected by copyright within the meaning of the Copyright, Designs and Patents Act 1988 , even if they do not fulfil the requirements of Copyright, Designs and Patents Act 1988. All of Air Media's services may therefore not be used or edited or changed without Air Media's consent. Any imitation, even of parts of drafts, drawings, artwork, concepts, ideas, etc. is not permitted. In the event of infringement, the Client shall be obliged to pay Air Media an immediately due contractual penalty in the amount of the originally agreed fee.
In the event of a transfer of rights, their scope in terms of space, time and content shall be governed exclusively by the contractual agreements or the purpose of the contract; The rights shall only be transferred to the Client upon full payment of the total order. The transfer of granted rights of use to third parties and/or multiple uses shall, unless regulated in the initial order, be subject to a fee and require the consent of Air Media.
Air Media shall be entitled to information about the scope of use.
In the case of publications, Air Media shall be named as the author in the usual form.
Air Media may sign the advertising material developed by it appropriately and in the manner customary in the industry and publish the order placed for its own advertising.
Ownership of Air Media's work results shall not pass to the Client until the order has been paid for in full.
Exclusion of competition
Air Media undertakes to inform the Client about possible conflicts of competition with other clients and, on request, to grant exclusion of competition for individual product and service areas to be defined in favour of the Client. The granting of an exclusion of competition by Air Media shall correspond with the Client's obligation not to commission any other agencies for advertising in the area of the subject matter of the contract with the consultation, planning, design and implementation of the project that is the subject matter of the contract at the same time for the duration of the non-terminated contract with Air Media.
Responsibilities; Representations and Warranties
Air Media represents and warrants that i) the Services provided hereunder will be performed in a professional manner, and ii) any software, hardware, websites, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Air Media or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.
Except as set forth in this agreement, electronic services are provided on an “as is” and “as available” basis, and Air Media expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
Air Media makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
Indemnities
Client shall indemnify, defend, and hold harmless Air Media, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an “Air Media Indemnitee”) from and against any and all Loss incurred by an Air Media Indemnitee based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against any Air Media Indemnitee with respect to any advertising, branding, research or other products or services which Air Media prepared or performed for Client hereunder to the extent that such Claim relates, in whole or substantial part, to: (i) the inaccuracy of any information supplied by Client or its agents to Air Media including, without limitation, information concerning Client’s products and services, the products or services of Client’s competitors or Client’s product or service category; (ii) the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Client or its agents to Air Media to be included in any Materials or media placements; (iii) the use of any materials or data provided or created by Air Media and changed by Client or its agents or used in a manner different from that agreed by the parties; (iv) risks or restrictions known by Client where Client nonetheless elected to proceed; (v) death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Client’s products and services; (vi) the unauthorised or improper use of Materials by Client, Client’s designees, licensees, distributors, franchisees or Client Affiliates; (vii) claims brought by Client’s employees for employment discrimination, other employment or labour disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship; (viii) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (ix) any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees relating to media commitments made by Air Media pursuant to Client’s approval as provided for herein; and (x) the negligence, gross negligence, bad faith, or intentional or wilful misconduct of Client or its employees, agents or Client Affiliates.
Limitation Of Liability
Excluding indemnification obligations or damages arising from breach of a party’s confidentiality obligations, Air Media shall not be liable to the Client, regardless of the form of action, whether in contract, tort or otherwise, for any lost profits (excluding direct damages for Air Media’s anticipated fees), business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, nor shall Air Media’s aggregate liability for any other damages arising out of this agreement exceed the revenue paid by Client to Air Media in accordance with the applicable accepted quotation or scope of work document, as applicable.
Ownership
All Materials developed or prepared by Air Media or its employees or Subcontractors for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that (i) the Materials are produced in final form (i.e., ready to be disseminated to the public) by Air Media for Client within six (6) months of being proposed by Air Media and (ii) Client has paid to Air Media all fees and costs associated with creating and, where applicable, producing the Materials.
All title and interest to Work Product shall vest in Client as “works made for hire”. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by Air Media to Client. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with Client’s possession of such rights, Air Media will, as necessary, obtain the assignment and conveyance to Client, or to Air Media for the benefit of Client, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.
Notwithstanding any other provision of this Agreement, Air Media shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by Air Media or its licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client’s unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, “Air Media Materials”).
Subject to fulfilment of Client’s payment obligations hereunder, Air Media hereby grants Client a worldwide, perpetual, irrevocable, royalty-free, non-exclusive license, with right to sublicense (but only for the benefit of Client or its permitted successors or assigns), to use Air Media Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that Client shall not have the right to publish or distribute any Air Media Materials other than as part of such Work Product or to create derivative works of Air Media Materials.
Waiver
The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.
17. Force Majeure
Neither Client nor Air Media shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.
18. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract.
19. Severance
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.
20. Governing Law, Jurisdiction, and Venue
This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of England and Wales, without regard to its conflict of laws rules or choice of law principles.
Exclusive jurisdiction and venue for any claims made by either party against the other shall be the courts of England and Wales.
21. Cancellation and Amendments
The Client may cancel a booking by agreeing to pay a severance fee. The level of this fee is a percentage of the booking value, and varies depending on how close the cancellation is to the copy deadline.
If the copy deadline is more than 30 days in the future the fee is 33% of the booking value.
If the copy deadline is more than 7 days in the future but fewer than 30 days away the fee is 66% of the booking value.
If the copy deadline is within 7 days the fee is 100% of the booking value.
A separate cancellation invoice on 7-day terms will be raised by the accounts department, and the original invoice credited in full once payment is received.
In the event the cancellation invoice is not paid within terms, it will be cancelled and the full amount of the original contract will stand.
For the avoidance of doubt, for any digital campaigns that are already live, the cancellation fee is 100% of the contract value.
For sponsored articles, unless specified otherwise, the copy deadline is mandatorily 6 weeks ahead of the agreed publication date.
Air Media Productions Limited reserves the unconditional right to terminate any agreement or contract for advertising services with a Client at any time, without cause. Upon such termination, the Company will provide written notice to the Client. If the Company exercises this right, the Client will be entitled to a pro-rata refund for any services paid for but not rendered as of the date of termination. This clause does not affect any other rights or remedies the Company may have under these terms and conditions, or under applicable law.
For influencer marketing cancellations, any cancellation after 50% or more of the agreed works have been completed will result in full payment being due of the total amount agreed for the full campaign. Any cancellation whilst less than 50% of the agreed works have been completed will result in 50% payment in the total amount agreed for the full campaign.
22. Sharing and Reposting
Once published, the client is at liberty to share, repost or embed any sponsored post brokered with Air Media, on the essential condition that the content is credited to the original creator and not presented in any way that indicates otherwise.
If you have any questions about our terms and conditions, please don’t hesitate to enquire: +44 (0)203 488 0535.
Working at Air Media Productions Limited:
As an employee of or when instructed to work by Air Media in the role of Media Sales Consultant, to comply with all of the companies regulations and policies (available on request), sales persons will work on a commission only basis of 25% of revenue generated (before VAT).
All temporary and contract employment is subject to immediate termination at the discretion of the company.
All responsibility and liability for tax owed as a result of income from working for Air Media is solely assumed by sales persons.
Commission only sales persons will be remunerated only upon the company receiving payment from the client.
All staff must punctually update the CRM in use at the time of contacting potential clients to avoid their and other’s prospects being contacted in contravention to GDPR.
Any uncertainty as to the terms which are being agreed to must be raised in writing to the Managing Director.