Insertion Order (IO) Terms and Conditions
Ventures London Limited (trading as 1 Click Wonder) is a company registered and incorporated in England & Wales (CRN 11132256) with registered address Kemp House, 160 City Road, London EC1V 2NX (“1 Click Wonder”)
1. The Agreement
These Terms and Conditions will be incorporated by reference into any Insertion Order (“IO”) submitted by the Merchant and shall govern the Agreement, superseding all contrary terms. All IOs are subject to acceptance by 1 Click Wonder These Terms and Conditions and the IO/s shall be collectively known as the “Agreement.”
The parties to this Agreement are independent contractors. No agency, partnership, joint venture or employer-employee relationship is intended or created by the Agreement.
The parties to this Agreement agree that the terms of this Agreement including, but not limited to, its pricing, the methods and software to be utilised under the Agreement are highly confidential and proprietary. The parties agree not to disclose such information to any person, firm or company.
This Agreement, including any accompanying IOs and/or attachments, sets forth the entire understanding and agreement of the parties and supersedes all prior oral or written agreements or understandings between the parties as to the subject matter of this Agreement and may be changed only by a subsequent document signed by both parties.
This Agreement is not exclusive. 1 Click Wonder and Merchant shall have the right to enter into similar agreements with other third parties.
Payments can be made by BACS. – Account details are as follows:
Account name: Ventures London Ltd
Sort Code: 23-05-80
Bank: Metro Bank
Bank Address: One Southampton Row, London, WC1B 5HA
The Merchant agrees to pay for all Sales (on a cost per acquisition (“CPA”), cost per click (“CPC”), cost per thousand sends (“CPM”), or on cost per lead (“CPL”) basis) generated by 1 Click Wonder in accordance with the terms of this Agreement and as further laid out in the “Charge Rates” section of the Campaign Notes detailed in the IO and remit such payment to 1 Click Wonder’s office on or before the 15th day following the date of invoicing unless otherwise set forth on page one (1) of the IO/. Merchant agrees that it is solely liable for payment to 1 Click Wonder. Failure of 1 Click Wonder to bill the Merchant at least monthly shall not constitute a breach of this Agreement.
In the event of Merchant’s default relating to the payment of bills, 1 Click Wonder shall have the right to require pre-payment for further lead generation under this Agreement upon such terms as 1 Click Wonder may see fit.
Merchant agrees to pay all costs incurred by 1 Click Wonder including, but not limited to, legal fees, as a result of having to enforce this Agreement. This Agreement, and any action to enforce its terms, is governed by UK law.
Month end reporting will be finalised prior to the 7th day of the following month; any modifications to month end reporting will not be accepted past the 14th day of the following month, otherwise the lead total we report shall serve as the basis for calculating payment. Failure to produce this report will result in all leads billed.
Reporting on conversion (sales), leads and/or click statistics are the responsibility of the Merchant. Quality reports will be available online or submitted weekly via email in excel by the Merchant. Reports will reflect daily AND cumulative gross conversion numbers for each tracking link. Failure to produce these reports to support decline reasons will result in all leads billed. If requested, Merchant shall insert 1 Click Wonder’s tracking pixel on the confirmation page/tracking platform for each lead delivered. If requested, Merchant will provide 1 Click Wonder with a link to the confirmation page where 1 Click Wonder can view the pixel for approval prior to initiating the campaign.
The parties hereby represent and warrant that they shall at all times fully comply with all applicable laws, rules and regulations with respect to their respective businesses including, without limitation the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
In this clause 5, a reference to an indemnified party shall include that party’s subsidiaries, and the provisions of this clause shall be for the benefit of that party and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the party.
each party (indemnifying party) shall indemnify and hold harmless the other party (indemnified party) against all liabilities, costs, expenses, damages and losses not covered by clause 6 (b) (including any direct losses, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with:
any claim made against the indemnified party for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with:
the indemnified party’s use in accordance with this Agreement of Intellectual Property Rights licensed to it by the indemnifying party and
the receipt or use by the indemnified party of any and all copy and images or other items or services provided by the indemnifying party in relation to a Service.
Merchant represents and warrants that all of the images and content supplied to 1 Click Wonder comply with all governing laws and/or regulations regarding the creation and marketing of online materials including, without limitation, laws and/or regulations governing false and/or deceptive advertising, competitions and/or gambling, adult content, comparative advertising, trade disparagement, libel, defamation and/or infringement of any kind.
Merchant’s copy and images will be distributed by 1 Click Wonder in conformance with the specifications set forth in the IOs.
1 Click Wonder shall approve all subject matter, form, size, wording, illustration and typography of the advertising prior to publishing such content. However, unless otherwise authorised in advance, no change shall be made without the written consent of the Merchant.
Merchant warrants that it has all necessary intellectual property rights and /or licenses to utilise and provide all copy and images provided to 1 Click Wonder for publication pursuant to this Agreement.
6. Limits of Liability
Nothing in this Agreement shall limit or exclude a party’s liability:
(i) for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;
(ii) for fraud or fraudulent misrepresentation;
(iii) for a breach of Data Protection Legislation;
(iv) for breach of any obligation as to title or quiet possession implied by statute; or
(v) for any other act, omission, or liability which may not be limited or excluded by law;
Subject to Clause 6 (a) neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Agreement.
Subject to Clause 6 (a), a party’s total liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the greater of ten thousand pounds sterling (£10,000) or the amount paid or payable under an IO in the twelve months immediately prior to the date of any claim.
7. Intellectual Property
The parties understand and agree that: (i) Where 1 Click Wonder is the provider of any creative copy or other information (“Created IPR”) prepared on the Merchant’s behalf 1 Click Wonder shall be the sole owner of any intellectual property rights associated with said Created IPR prepared by it on Merchant’s behalf. No images, graphics, copy or subject lines may be used by Merchant without the prior express written permission of 1 Click Wonder. and (ii) Where the Merchant is the provider of any Created IPR prepared by it to enable provision of the Services by 1 Click Wonder the Merchant shall be the sole owner of any intellectual property rights associated with said creative copy or other information provided by it.
Each party grants to the other party a non-exclusive, personal, royalty-free licence during the applicable Service period of the IO to use its Created IPR in relation to the Service to the extent necessary for the other party to carry out its obligations in relation to that Service.
The parties hereto expressly agree that any customer database generated under the Agreement shall be shared by the parties. Each of the parties shall be free to use this database as each sees fit, in its sole discretion.
Either party may terminate this Agreement upon providing thirty (30) Business Days written notice. This notice period shall begin upon verified receipt by the receiving party. It is expressly understood that Merchant will be billed, and is required to pay, for any actions during this termination period including, but not limited to leads and acquisitions.
An IO may be terminated upon the provision of two (2) Business Days’ notice in writing by either party.
An IO may by agreement in writing between the parties be paused or suspended for a maximum of six (6) months after which date the IO will terminate. Recommencement of the Services under the IO after the maximum suspension period has lapsed will require the agreement of a new IO.
9. General Provisions
1 Click Wonder shall follow a uniform policy to avoid conflict of interest in its dealings with merchants and agencies. Although 1 Click Wonder makes every effort to uphold the highest standards of online marketing conduct, it will not be liable to Merchant for any losses incurred by Merchant through promotional activity engaged in by 1 Click Wonder on behalf of Merchant whilst generating the deliverables in this Agreement.
Merchant must immediately notify 1 Click Wonder of any material specification, image or content changes to the design and content of Merchant’s landing page(s) or other data interfaces. Immaterial specification changes including font size, grammar and spelling changes, as well as image resizing for browser resolution purposes do not require notification.
If a lead is presented to Merchant and the Merchant rejects it and/or does not compensate 1 Click Wonder for such lead, then Merchant is expressly prohibited from contacting such individual in any manner and by any means.
We shall be entitled to de-duplicate and/or validate the leads and we will not be liable to pay for duplicate or invalid leads or client data.
Force Majeure – Neither Party will in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of Charges whether directly or indirectly caused to or incurred by the other Party by reason of any failure or delay in the performance of its obligations hereunder which is due to circumstances beyond the reasonable control of the affected Party including (without limitation) acts of God or fire flood strike or labour disputes civil commercial sabotage statute order or any regulation of any government public or local authority (“Force Majeure”).
If either of the Parties becomes aware of circumstances of Force Majeure it will forthwith notify the other of the period which it is estimated that the failure or delay will continue.
Transfer and Sub-Contracting – Merchant will not assign, novate, sub-contract or otherwise dispose of the Agreement in whole or in part without the prior written consent of 1 Click Wonder. The obligations of 1 Click Wonder set forth in this Agreement may be performed by 1 Click Wonder, itself and through its Group companies and all references to 1 Click Wonder in this Agreement will include those Group companies. 1 Click Wonder may subcontract any portion of the Services to its Group Companies providing that 1 Click Wonder will remain liable for the performance of its Group Companies to the same extent as if 1 Click Wonder were performing itself.
Change Control – This Agreement constitutes the entire agreement and understanding of the Parties and may only be varied or amended by agreement in writing of a duly authorised representative of Merchant and 1 Click Wonder. Where Merchant or 1 Click Wonder sees a need to change the Services 1 Click Wonder may at any time request, and Merchant may at any time recommend such change. Neither Party will unreasonably withhold its agreement to any change.
Notices – Any notice or other communication to be given under this Agreement must be in writing and may be delivered or sent by pre-paid first-class letter post or facsimile transmission to the Party to be served at that Party’s last known address. In the case of 1 Click Wonder all notices, and other communication must be marked to the attention of the “Corporate Director”. Any notice or document will be deemed served: if delivered, at the time of delivery; if posted, forty-eight (48) hours after posting; and if sent by facsimile transmission, at the time of transmission.
Severability – If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision will be severed, and the remainder of the provisions hereof will continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, 1 Click Wonder and 1 Click Wonder will immediately commence good faith negotiations to remedy such invalidity.
Waiver – No failure or omission of a Party to enforce or observe any provision of this Agreement, or the failure of a Party to exercise any right or remedy to which it is entitled hereunder, will constitute a waiver thereof and will not cause a diminution of the obligations established by this Agreement.
Third Party Rights – A person who is not Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement. This Clause 17 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
Publicity – Each Party will coordinate with the other regarding any media release, public announcement or similar disclosure relating to this Agreement or its subject matter and will give the other Party a reasonable opportunity to review and comment on the content of such release, announcement or disclosure prior to its release; provide, however, that this provision will not alter the restrictions on the disclosure of confidential information set forth in this Agreement and, subject to such restrictions, will not be construed so as to delay or restrict either from disclosing any information required to be disclosed in order to comply with any applicable laws, rules or regulations.
Law and Jurisdiction – This Agreement shall be considered as a contract made in England and according to English law.In the event of any dispute arising between the Parties in connection with this Agreement which cannot be resolved by the Parties immediate contract representatives, senior representatives of the Parties will, within twenty-one (21) days of a written request from either Party to the other, meet in good faith to attempt to resolve the dispute without recourse to legal proceedings, failing which this Agreement is subject to the exclusive jurisdiction of the Courts of England and to which both Parties hereby submit.
“Business Day” means a day (other than a Saturday, Sunday or public holiday and the 1 Click Wonder office shut-down period between Boxing Day and New Year’s Day) when banks in London are open for business;
“Group Company/ies” shall mean Ventures London Limited and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Ventures London Limited.