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Reporo & Phwah Advertising Terms and Conditions

The following terms and conditions ("Advertising Terms and Conditions") are deemed to be incorporated into each advertising insertion order ("Insertion Order") accepted by Reporo Ltd ("Reporo"):

  1. Terms of Payment.
    1. The Advertiser (as defined in the Insertion Order) will be invoiced in a manner Reporo considers to be appropriate to the campaign. The Advertiser must pay the invoiced amounts to Reporo in pounds sterling, or in the currency specified in the Insertion Order, within thirty (30) days after the date of the invoice.
    2. The Advertiser must pay at the rates prescribed by applicable law all VAT (and all similar sales tax (if applicable)) on the amounts due under this Insertion Order. All amounts paid by the Advertiser after the due date will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less) above the base lending rate of Reporo's main bank, from the date when payment was due until the date of payment is received, whether before or after judgement. If the Advertiser fails to pay, the Advertiser will be responsible for all expenses (including reasonable legal fees) incurred by Reporo in collecting the amounts due.
    3. The Advertiser represents and warrants that it contracts with Reporo as principal, and has the authority to do so, notwithstanding that the Advertiser maybe acting as an advertising agency or media buyer or in some other representative capacity.
    4. Where the Advertiser agrees to spend an aggregate amount of money across a period of time, unless agreed otherwise, the Advertiser must spend at least 20% and at most 33% of the agreed aggregate amount of money in each quarter of that time period, subject to availability of the requested positions.
  2. Positioning and Licence.
    1. The Advertiser hereby grants to Reporo a world-wide, non-exclusive, fully paid licence to reproduce, use and display on any Reporo property or any third party property on which Reporo distributes advertising, the advertisement and/or any materials (including all contents, trademarks and brand features contained therein) provided by the Advertiser in relation to the Insertion Order and these Advertising Terms and Conditions (collectively, "Advertiser Materials") and to modify the same to fit the format and look-and-feel of and to integrate with the functionality of the relevant Reporo property and/or Reporo's technology. Features or works provided, promoted or hosted by Reporo in relation to the Insertion Order (in relation to which Reporo shall have "executive producer" rights), shall (with the exception of any Advertiser's trademark or brand features) belong to Reporo unless expressly assigned to the Advertiser in writing.
    2. Except as otherwise expressly provided in the Insertion Order, positioning of Advertiser Materials within the Reporo properties or on any page is at the sole discretion of Reporo, and Reporo will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
    3. Reporo does not guarantee the times, dates or positions of the advertisement(s), but Reporo will use reasonable efforts to comply with the Advertiser's wishes. If a booked advertisement is not published at all, due to the fault of Reporo, Reporo will supply an alternative publication date. If you choose not to accept this alternative date, your original booking will be cancelled and Reporo will refund to you the amount already paid for your cancelled booking, as your sole remedy.
    4. The Advertiser grants to Reporo the express right to refer to and reproduce throughout the world all or part of any Reporo property or service containing all or part of any of the Advertiser Materials on or in any promotional or advertising material or campaign promoting or advertising Reporo (but not any promotional or advertising campaign paid for by Reporo).
    5. If the Advertiser wishes to request a change to positioning of advertisements, it must provide the relevant creatives and give prior written notice of at least 3 weeks before the start of the campaignr. Failure to provide such prior notice will mean that the positions set out in the Insertion Order prevail. Any requested change to positioning of advertisements will be decided at Reporo's sole discretion, subject to availability. In any event, the Advertiser will only request changes to the position of advertisements for up to a maximum of 20% of the monetary value of the placements each calendar quarter.
  3. Usage Statistics.
    • Notwithstanding the provisions of the Insertion Order, the Advertiser acknowledges that Reporo has not made any guarantees with respect to usage statistics, which include, without limitation, levels of impressions or click-throughs for any advertisement or for any position specified for each advertisement. Reporo provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and Reporo will not be held liable for any claims relating to any usage statistics however supplied. The Advertiser acknowledges that usage statistics provided by Reporo are the official, definitive measurements of Reporo's performance on any delivery obligations provided in the Insertion Order.
  4. Renewal.
    • Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at Reporo's sole discretion. The rates applicable to such renewal period (if any) are subject to change by Reporo from time to time in its absolute discretion.
  5. No Assignment or Resale of Ad Space.
    • The parties may not resell, assign or transfer any of its rights hereunder, except to any of their Affiliates provided that such Affiliates are not competitors of the other party. Any other attempt to resell, assign or transfer such rights will entitle the other party to terminate this contract immediately, without liability on the part of the terminating party. "Affiliate" means in respect of a party its "holding company", its "subsidiary company" or a subsidiary company of its holding company, as those terms are defined in section 736 of the Companies Act 1985.
  6. Limitation of Liability.
    1. If Reporo fails to publish any advertisement or deliver the number of impressions or click-throughs provided in the Insertion Order, Reporo's liability will be limited (at the option of Reporo) to either: (a) as soon as reasonably practicable, publishing the advertisement (or a replacement advertisement if provided by the Advertiser) on positions agreed in the Insertion Order or in alternative positions agreed with Advertiser for such time as is necessary to generate a number of substitute impressions or click-throughs of equivalent monetary value to the shortfall; or (b) refund to the Advertiser that proportion of the amounts already paid which relate to those advertisements and/or impressions or click-throughs which were not provided, and if the amounts were not paid by the Advertiser, agree that such amounts will not be due or payable. Reporo will only provide a refund to the Advertiser under clause 6.1(b) if: (i) the creative arrived within the time limits specified in the Insertion Order; (ii) the creative performed in accordance with the relevant Reporo technical specifications and (iii) cancellations and changes to media schedules were notified within the timeframe set out in clause 2.5.
    2. In no event will Reporo be responsible in contract, tort, negligence or otherwise, for: (a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at allany advertisement in accordance with the Insertion Order. Reporo shall not be liable for any features or works provided, promoted or hosted by Reporo In relation to the Insertion Order which have been downloaded by a user.

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