Promotions terms and conditions

Club Soda Promotions Terms & Conditions

1. Definitions & Interpretation

1.1 In these terms and conditions: 

“Advertisement” means any kind of promotional or advertising material (including, but not limited to, website content, email content, and social media content) that is to be published or otherwise displayed by electronic means;

“the Advertiser” means any person who promotes products or services to the general public or a section of the public;

“Advertiser Dependencies” means the Copy Deadline, together with any other obligations of the Advertiser which Club Soda may specify in connection with the proposed publication of the Advertisement (whether included in the Advertisement Confirmation, the Rate Card, the Booking Form or otherwise) including, but not limited to, the delivery format and/or file configuration in which any copy for the Advertisement is to be supplied to Club Soda;

“Copy Deadline” means, where applicable, the latest date by which the Advertiser is obliged to give Club Soda full instructions and copy for carrying out the Advertiser’s order in accordance with and subject to these terms and conditions;

“Club Soda” means Club Soda Limited (company no. 08962532) with its registered office at 30 Opus Studios, 214 Plaistow Road, London, E13 0AQ;

“the Rate Card” means the rate card from time to time in force which is used by Club Soda and as such may include (amongst other things) Club Soda’s advertisement rates and also technical specifications relating to the standard and quality of reproduction of any Advertisement including its setting, style, delivery format, configuration and size and wording;

“Working Days” means 9am to 5pm any day Monday to Friday inclusive other than Christmas Day, Good Friday, bank and other public holidays.

2. Application of these Terms and Conditions

2.1 All Advertisements accepted for publication by Club Soda are accepted subject to these terms and conditions which shall apply to the exclusion of all other terms and conditions. Any variation to these terms and conditions and any representations about the Advertisement shall have no effect unless expressly agreed in writing by Club Soda. 

2.2 Notwithstanding any other provision of these terms and conditions, nothing herein shall require Club Soda to do or omit to do anything which would contravene any applicable laws or regulations including, but not limited to, the Data Protection Act 1998 and the Consumer Protection from Unfair Trading Regulations 2008.

Club Soda respects the privacy of every person for whom we have personal data. We comply with data protection legislation such as the Data Protection Act 1998 and the General Data Protection Regulation which regulates the processing of data and ensures that your data is processed fairly and lawfully, is kept secure and only that data necessary for any processing is kept. You can see our privacy policy at https://joinclubsoda.com/privacy/. 

  1. The Advertiser’s Obligations

The Advertiser hereby warrants, represents and undertakes to Club Soda that:

  1. a) any and all Advertiser Dependencies will be met and, unless otherwise agreed in writing by Club Soda, all copy for any Advertisements will be delivered to Club Soda in an approved digital format and delivered by the Copy Deadline;
  2. b) the publication of the Advertisement by Club Soda in the form originally submitted by the Advertiser (or as amended pursuant to Condition 4 below) will not breach any contract with a third party or infringe any copyright, trade mark or other proprietary right of any third party or otherwise be unlawful or render Club Soda liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever;
  3. c) in the case of any Advertisement submitted for publication by the Advertiser which contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person or any material by which any living person may be identified, the Advertiser has obtained the authority of that living person to make use of his or her name, identity, image, representation and/or copy;
  4. d) the Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) and applicable laws for the time being in force or applicable to the United Kingdom and any other territory where the Advertisement is published and/or displayed;
  5. d) all advertising copy submitted to Club Soda is legal, decent, honest and truthful, and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority.

4. Advertisements: Copy, Alterations, Accuracy, Publication, etc

4.1 Notwithstanding Condition 3 above Club Soda shall be entitled at any time to require the Advertiser to amend any artwork, materials and copy for and relating to any Advertisement, or refuse (without notice) to publish any Advertisement for the purpose of:

  1. a) complying with any legal or moral obligations placed on Club Soda or the Advertiser; or
  2. b) avoiding the infringement of (i) the rights of any third party or (ii) the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or (iii) any other applicable law; or
  3. c) meeting to Club Soda’s reasonable satisfaction (i) the production and quality specifications stipulated on the Rate Card or (ii) any other Advertiser Dependencies.

4.2 Club Soda reserves the right at its discretion and without notice to the Advertiser:

  1. a) to decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for publication. However, Club Soda will endeavour to comply with the reasonable and practicable wishes of the Advertiser although Club Soda does not warrant the date of publication, the wording, or the quality of the reproduction of the Advertisement; and
  2. b) to destroy all artwork, copy or other materials submitted by the Advertiser and which have been in Club Soda’s possession for more than six (6) months from the date of their last use by Club Soda, unless specific written instructions have been received from the Advertiser to the contrary.

4.3 All copyright and all other rights of a similar nature that are created or exist in material originated by Club Soda in connection with the publication of the Advertisement remains vested in Club Soda.

4.4 If an Advertisement links to another website the Advertiser is responsible for maintaining the link and for the content of the linked-to website. Club Soda may remove any Advertisement which contains content or links to a website which, in Club Soda’s discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring Club Soda into disrepute. The Advertiser will indemnify Club Soda from and against any claims or liability suffered or incurred by Club Soda arising in any connection from links contained in an Advertisement.

4.5 If Club Soda receives complaints about the content of an Advertisement it may, at its discretion, remove the Advertisement from display without reference or liability to the Advertiser.

4.6 The provisions set out in conditions 4.4 and 4.5 apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these terms and conditions.

5. Advertisements: Responsibility and Liability

5.1 The Advertiser shall indemnify and keep indemnified Club Soda against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably foreseeably as a result of (i) the publication of the Advertisement or (ii) any breach of the Advertiser’s obligations under these terms and conditions or implied by law.

5.2 With regard to the actual or intended insertion of an Advertisement in any Online Publication Club Soda shall not be responsible to the Advertiser or liable for:

  1. a) checking the correctness of the Advertisement in the form it is received from the Advertiser;
  2. b) any error in the Advertisement in the form it is received from the Advertiser;
  3. c) the wording, representation, placement or quality of colour reproduction of the Advertisement;
  4. d) the actual positioning or prominence of the Advertisement in the Publication;
  5. e) the repetition of any error in an Advertisement ordered for more than one insertion;
  6. f) the distribution of the Publication in a specific geographical area;
  7. g) the failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
  8. h) any order given by the Advertiser in the nature of a “stop order” or cancellation or transfer of the publication of the Advertisement unless it is given to Club Soda in writing, at least three working days prior to the intended go-live date;
  9. i) any loss whatsoever caused by delay or failure by Club Soda to issue the Publication on the due date (or such other date of release, display or Publication, as the case may be), or Club Soda’s decision to suspend the Publication or cease the Publication altogether;
  10. j) the payment of any damages or other compensation for breach of contract because of Club Soda’s failure to perform any of its obligations under these terms and conditions if such failure is caused by anything beyond Club Soda’s reasonable control (that is to say as a result of force majeure) including acts or threats of terrorism, strikes, lock-outs or other industrial actions or trade disputes, pandemic, epidemic or other widespread illness whether involving Club Soda’s employees or those of any third party;
  11. k) any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Advertisement being submitted by the Advertiser in electronic form that is in breach of the warranty at Condition 3(b) above;
  12. l) any matter of complaint, claim or query (whether in relation to the Advertisement, in which case Condition 5.3 shall apply, or Club Soda’s invoice related thereto) unless raised with Club Soda in writing within 5 Working Days following the publication of the Advertisement or at the date on which it is claimed the Advertisement was intended to appear, or the receipt by the Advertiser of the invoice giving rise to it; and
  13. m) any failure of the Advertisement to meet or generate any target response levels or page impressions.

5.3 Subject to Condition 5.2, if an Advertisement contains an error caused by Club Soda and this detracts materially from the Advertisement then provided the Advertiser gives written notice to Club Soda of the error in the Advertisement within 5 Working Days of its publication or display, Club Soda will at its discretion either:

  1. a) give the Advertiser credit for the cost of the Advertisement containing the error; or
  2. b) publish the Advertisement for a second time without charge to the Advertiser

and to that extent such credit or re-publication (as the case may be) shall be Club Soda’s maximum liability to the Advertiser. Such matter dealt with under this Condition 5.3 shall not affect the liability of the Advertiser for payment by the due date of Club Soda’s charges for the Advertisement and all other Advertisements.

5.4 Except to the extent specified in Condition 5.3, Club Soda shall not be liable for any loss or damage suffered by the Advertiser as a result of any total or partial failure of publication, distribution or availability of any Publication in which any Advertisement is scheduled to be included, or for any error, misprint or omission in the printing of any Advertisement.

5.5 The total liability of Club Soda to the Advertiser for any act or omission of Club Soda, its employees or agents relating to any Advertisement shall not exceed the amount of the full refund of any price paid to Club Soda for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, Club Soda shall not be liable for any (i) loss of profits, goodwill or business or (ii) indirect or consequential loss.

6. Payment Terms

6.1 Payment for any Advertisement or any other goods or services is due in advance of first publication of the Advertisement in accordance with this clause unless Club Soda has agreed in writing to accept payment 30 days after the date of Club Soda’s invoice and the Advertiser will ensure that payment is received by Club Soda no later than this due date. The Advertiser must submit all information requested by Club Soda (including, but not limited to, any relevant purchase order number) and in accordance with Club Soda’s instructions and deadlines in order for Club Soda to generate its invoices, and failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment.

6.2 All the rates and charges payable under or with reference to these terms and conditions are subject to and exclusive of Value Added Tax which shall be charged in addition at the rate from time to time in force.

6.3 If the Advertiser:

  1. a) fails to pay Club Soda’s invoice in accordance with Condition 6.1 above; or
  2. b) is in breach of any obligation under these terms and conditions,

Club Soda shall be entitled to terminate its contract with the Advertiser immediately (without prejudice to any other right or remedy available to Club Soda whether under these terms and conditions or otherwise) and, without prejudice to Club Soda’s right to terminate its contract with the Advertiser in such circumstances, the outstanding balance owed by the Advertiser shall become due and payable immediately.

6.4 Without prejudice to Condition 6.3, Club Soda shall be entitled to charge an administration fee of £25 and interest on any outstanding balance owed to Club Soda at the rate of 8% above the Bank of England base rate from the date that the invoice became due for payment until the date it is paid in full (whether before or after Judgment); 

6.5 Club Soda reserves the right at its discretion and without notice to the Advertiser to change any matters shown on the Rate Card, including in particular (but not limited to), its scale of advertisement rates at any time.

7. Cancellation & Termination

7.1 Club Soda shall not be bound by any request from the Advertiser to stop, cancel or suspend an Advertisement unless such request is in writing and confirmed in writing by Club Soda.

7.2 Without prejudice to Condition 7.1, the following costs remain due on cancellation, and the Advertiser acknowledges that these charges represent a genuine pre-estimate of Club Soda’s losses:

  1. a) notice of cancellation received 28 days or more before first display, 25% of total booking fee due
  2. b) notice of cancellation received 8-27 days before first display, 50% of total booking fee due
  3. c) notice of cancellation received 0-7 days before first display, 100% of total booking fee due.

If the Advertiser has paid sums for Advertisements in advance and is entitled to a refund, Club Soda shall use its reasonable endeavours to pay such refund to the Advertiser within 30 Working Days of receipt of the written notice of cancellation.

7.3 Should the Advertiser, part way through wish to stop or cancel an Advertisement that is being displayed Online for an agreed period of time in excess of 14 days then the Advertiser must given written notice to Club Soda of its request to stop or cancel the Advertisement and all charges connected with the display of the Advertisement shall, unless otherwise expressly agreed by Club Soda in writing, be non-refundable.

7.4 Club Soda shall be entitled (without prejudice to any other remedy available to it) to treat this contract as repudiated if the Advertiser: becomes insolvent, has a receiver appointed to manage its assets or enters into liquidation or commences to be wound up; or is unable to pay its debts as they fall due or ceases or threatens to cease to carry on business.

8. General

8.1 Governing Law. These terms and conditions (and Club Soda’s contract with the Advertiser) shall be governed by and construed according to English Law and the parties submit to the exclusive jurisdiction of the English courts.

8.2 Severance. If any provision of these terms and conditions is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.

8.3 Waiver. No failure or delay by Club Soda to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Third Parties. None of the provisions of these terms and conditions are intended to confer a benefit onor be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.