Terms & Conditions

The following terms and conditions ("Advertising Terms and Conditions") are deemed to be incorporated into each advertising insertion order ("Insertion Order") accepted by 20KILOS.COM (Known as 20 Kilos.com & 20 Kilos).

1. Terms of Payment
1.1 The Advertiser (as defined in the Insertion Order) will pay 10 days in full before the contracted period set out in the Insertion Order. The Advertiser must pay the invoiced amounts to 20 Kilos in pounds sterling.
1.2 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.
1.3 The Advertiser represents and warrants that it contracts with 20 Kilos as principal, and has the authority to do so, notwithstanding that the Advertiser may be acting as an advertising agency or media buyer or in some other representative capacity.

2. Positioning and Licence
2.1 The Advertiser hereby grants to 20 Kilos a world-wide, non-exclusive, fully paid licence to reproduce and display the advertisement (including all contents, trademarks and brand features contained therein) in accordance with the Insertion Order and these Advertising Terms and Conditions.
2.2 Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the 20 Kilos or on any page is at the sole discretion of 20 Kilos, and 20 Kilos will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
2.3 20 Kilos will use reasonable efforts to comply with the Advertiser's wishes in these regarding positioning of advertisement..
2.4 The Advertiser grants to 20 Kilos the express right to reproduce throughout the world screen shots of all or part of any 20 Kilos property containing all or part of any of the advertising materials supplied by the Advertiser to 20 Kilos on or in any promotional or advertising material or campaign promoting or advertising 20 Kilos (but not any promotional or advertising campaign paid for by 20 Kilos!).
2.5 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 1 weeks before the advertisment is due to appear as per the Insertion Order. 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
20 Kilo's sole discretion, subject to availability.

3. Usage Statistics
Notwithstanding the provisions of the Insertion Order, the Advertiser acknowledges that 20 Kilos 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. Where a greater level of impressions or click-throughs has been delivered against any position specified, the over-delivery will be used to offset any shortfall in the level of impressions or click-throughs delivered against another position specified. 20 Kilos may provide the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and 20 Kilos ! will not be held liable for any claims relating to any usage statistics however supplied.

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 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
6.1 If 20 Kilos fails to publish any advertisement set out in the Insertion Order (or in the event of any other failure, technical or otherwise,), 20 Kilos' liability will be limited (at the option of 20 Kilos to either: (a) publishing the advertisement (or a replacement advertisement if provided by the Advertiser) on positions agreed in the Insertion Order or as agreed with Advertiser as soon as is reasonably practicable in the period following the period during which the advertisement was scheduled to run; or (b) refund to the Advertiser that proportion of the amounts paid which relate to those advertisements which were not provided. 20 Kilos 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 20 Kilos' technical specifications agreed in the Insertion Order; and (iii) cancellations and changes to media schedules were notified within the timeframe set out in clause 2.5.
6.2 In no event will 20 Kilos 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 all any advertisement in accordance with the Insertion Order.
6.3 Where the Advertiser uses a third party server to serve advertisements to 20 Kilos(i) 20 Kilos will have no liability and the Advertiser will hold only the third party server (and not 20 Kilos! liable for the failure to publish any advertisement as provided in the Insertion Order or any other loss of any kind suffered by the Advertiser where those failures or losses are due to or arise out of or in connection with any act or omission of the third party server; and (ii) the statistics provided by 20 Kilos! are the official and definitive measurements. 20 Kilos reserves the right to terminate at 20 Kilos' sole discretion the right of the third party server to serve the Advertiser's advertisements to 20 Kilos website. In the event of such termination, 20 Kilos may serve the advertisements instead.
6.3 Without limiting the foregoing, 20 Kilos will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of 20 Kilos affecting production or delivery in any manner.
6.4 20 Kilos does not limit or exclude liability for death or personal injury caused by its negligence.
6.5 Each of the provisions of this clause 6 are to be construed separately and independently of the other, and if any provision of this clause 6 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 6 (or any other clause herein) which will remain in full force and effect.

7. Advertisers Representations; Indemnification
7.1 The Advertiser warrants and represents to 20 Kilos that:
7.1.1 It has the right to publish all of the contents of the advertisements, and can grant to 20 Kilos such right, and that such publication will not: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law or regulation.
7.1.2 The advertisements do not contain anything that is defamatory, obscene, false or misleading.
7.1.4 Unless the Advertiser is an "authorised person" within the meaning of the Financial Services and Markets Act 2000 ("the Act"), you agree that the advertisement submitted pursuant to the Insertion Order either: (a) does not constitute an invitation or inducement to engage in investment activity within the meaning of the Act; or (b) has been approved by an "authorised person" within the meaning of the Act or is otherwise permitted under the Act and the Advertiser has expressly notified 20 Kilos! in writing of this.
7.1.5 It does not collect or use personal information through its Advertisements on any 20 Kilos! property without permission from the user. The Advertiser may not combine, co-mingle, compare or match any information that they legally collect via its Advertisements on 20 Kilos with any personal information, clickstream or cookie information that they may have.
7.2 The Advertiser agrees to indemnify and keep indemnified 20 Kilos! and hold 20 Kilos harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred by 20 Kilos in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices) arising from the advertisement and /or any material (of the Advertiser or otherwise) to which users can link through the advertisement.

8. Provision of Advertising Materials
The Advertiser will provide all materials for the advertisement (including GIF or JPEG files), in accordance with 20 Kilos requirements set out in the Insertion Order, including (without limitation) the manner of transmission to 20 Kilos!, the lead-time prior to publication of the advertisement and such technical specifications as 20 Kilos! may require from time to time. 20 Kilos will not be required to publish any advertisement that has not been received in accordance such requirements and reserves the right to charge the Advertiser, at the rate specified in the Insertion Order, for inventory held by 20 Kilos pending receipt of acceptable materials from the Advertiser which are past due. Advertiser will be charged £250 for each late delivery of material for each campaign unless otherwise agreed with 20 Kilos.

9. Right to Reject Advertisement
All contents of advertisements are subject to 20 Kilos' approval. 20 Kilos does not undertake to review the contents of any advertisements and any such review of and/or approval by 20 Kilos will not be deemed to constitute an acceptance by 20 Kilos that such advertisement is provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of 20 Kilos rights hereunder. 20 Kilos reserves the right at any time in its absolute discretion to:
9.1 Reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment; and/ or
9.2 Remove any advertisement from any page of 20 Kilos.

10. Cancellations and Construction
The Advertiser cannot cancel the Insertion Order. No conditions other than those set forth in the Insertion Order or these Advertising Terms and Conditions will be binding on 20 Kilos unless expressly agreed to in writing by an authorised representative of 20 Kilos. In the event of any inconsistency between the Insertion Order and these Advertising Terms and Conditions, these Advertising Terms and Conditions will prevail.

11. Confidentiality and Public Announcements
11.1 The provisions of the Insertion Order and all communications passing between the Advertiser or any of its agents and 20 Kilos are confidential and must not be disclosed to any third party except: (a) by the Advertiser to its qualified accountants or legal advisers; (b) by 20 Kilos to its qualified accountants or legal advisers; or (c) as otherwise agreed by the parties in writing or as otherwise required by law.
11.2 If the parties have executed a non-disclosure agreement prior to the date of this Agreement ("Non-Disclosure Agreement"), then: (a) the Non-Disclosure Agreement is hereby incorporated into this Advertising Terms and Conditions by reference whether or not it is attached to the Insertion Order; and (b) each party must comply with its obligations in the Non-Disclosure Agreement.
11.3The Advertiser and its agents are hereby put on notice that 20 Kilos and its affiliates are particularly sensitive to public statements about 20 Kilos, their contractual relationships and product plans, and improper or ill-timed statements are likely to have a detrimental effect on the business of 20 Kilos and its affiliates and may contravene applicable law. Consequently, the Advertiser and its agents must not, and must ensure that any person acting on its behalf does not, make any public announcement in respect of the Insertion Order or the relationship between the parties without prior written consent of 20 Kilos including without limitation any pre-announcement in respect of the display of advertising on 20 Kilos.com For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Advertiser and any communication that the Advertiser knows will or is likely to be made public. Any breach of this clause 11.3 by the Advertiser will be deemed to be a breach of confidentiality under clauses 11.1 and/or 11.2.

12. Miscellaneous
These Advertising Terms and Conditions, together with the Insertion Order (i) will be governed by and construed in accordance with, the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts; and (ii) constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties. Clauses 6, 7, 11 and 12 will survive any expiry or termination of these Advertising Terms and Conditions. 20 kilos failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
Notwithstanding any other provision in these Advertising Terms and Conditions, a person who is not a party to these Advertising Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Advertising Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.