Terms and Conditions

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

1.1 Terms of Payment
The Advertiser (as defined in the Insertion Order) will be invoiced on the first day of the contract period set out in the Insertion Order. Unless otherwise expressly agreed by the parties in writing, the Advertiser must ensure that payment is made to Dublinscope) in Euros within thirty (30) days after the date of the invoice, unless this date is earlier than the date on which the relevant advertising is scheduled to begin in which case the due date for payment will be no later than the date on which the advertising is scheduled to begin. For the avoidance of doubt, the Advertiser must pay at the rates prescribed by applicable law - and all VAT (and all similar sales tax (if applicable)) on the amounts due under this Insertion Order.
1.2
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 Dublinscope's main Bank, from time to time, from the date when payment was due until the date of payment is received, whether before or after judgment.
1.3
In the event of any failure by the Advertiser to make payment, the Advertiser will be responsible for all expenses (including legal fees) incurred by Dublinscope in collecting the amounts due. The Advertiser warrants that it contracts with Dublinscope as principal notwithstanding that the Advertiser may be acting as an advertising agency or media buyer or in some other representative capacity.

2. Positioning and License
2.1 The Advertiser hereby grants 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 Dublinscope properties or on any page is at the sole discretion of Dublinscope, and Dublinscope will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
2.3 Dublinscope does not warrant the date or dates of insertion of the advertisement(s) and does not warrant that the advertisement(s) will not be displayed after the end date specified. However, Dublinscope will use reasonable efforts to comply with the Advertiser's wishes in these regards.
2.4 The Advertiser grants to Dublinscope the express right to reproduce throughout the world screen shots of all or part of any Dublinscope property containing all or part of any of the advertising materials supplied by the Advertiser to Dublinscope on or in any promotional or advertising material or campaign promoting or advertising Dublinscope.

3. Usage Statistics
Not withstanding the provisions of the Insertion Order, the Advertiser acknowledges that Dublinscope has not made any guarantees with respect to usage statistics or levels of impressions for any advertisement. Dublinscope provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and Dublinscope will not be held liable for any claims relating to any usage statistics however supplied. The Advertiser acknowledges that delivery statistics provided by Dublinscope are the official, definitive measurements of Dublinscope's performance on any delivery obligations provided in the Insertion Order. The processes and technology used to generate such statistics have been certified and audited by an independent agency. No other measurements or usage statistics (including those of the Advertiser or a third party ad server) will be accepted by Dublinscope or have bearing on this Agreement. We aim to ensure even delivery of each campaign but this cannot be guaranteed.

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 Dublinscope's sole discretion. The rates applicable to such renewal period (if any) are subject to change by Dublinscope from time to time in its absolute discretion.

5. No Assignment or Resale of Ad Space
The Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights will entitle Dublinscope to terminate this contract immediately, without liability on the part of Dublinscope.

6. Limitation of Liability
6.1 If Dublinscope fails to publish any advertisement or deliver the number of impressions as provided in the Insertion Order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the Insertion Order), Dublinscope's liability will be limited to publishing the advertisement (or a replacement advertisement if provided by the Advertiser) as soon as is reasonably practicable in the period following the period during which the advertisement was scheduled to run and for such time as is necessary to generate a number of substitute impressions equal to the shortfall.
6.2 In no event will Dublinscope be responsible for any indirect, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production and anticipated savings arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Insertion Order.
6.3 Without limiting the foregoing, Dublinscope 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 Dublinscope affecting production or delivery in any manner.
6.4 Dublinscope 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 Dublinscope that:
7.1.1 It has the right to publish all of the contents of the advertisements, and can grant to Dublinscope 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 which is defamatory, obscene, false or misleading.
7.1.3 It has complied with the codes of practice issued by the Committee of Advertising Practice in Ireland in respect of electronic and online advertising and all other relevant industry codes of practice.
7.1.4 The advertisement submitted pursuant to the Insertion Order either: (a) does not constitute an investment advertisement within the meaning of the Financial Services Act 1986 ("the Act") or other applicable law, 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 Dublinscope in writing of this.
7.2 The Advertiser agrees to indemnify and keep indemnified Dublinscope and hold Dublinscope harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by Dublinscope 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 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 Dublinscope's practices and policies in effect from time to time, including (without limitation) the manner of transmission to Dublinscope, the lead-time prior to publication of the advertisement and such technical specifications as Dublinscope may require from time to time. Dublinscope will not be required to publish any advertisement that has not been received in accordance with such policies and practices and reserves the right to charge the Advertiser, at the rate specified in the Insertion Order, for inventory held by Dublinscope pending receipt of acceptable materials from the Advertiser which are past due.

9. Right to Reject Advertisement
All contents of advertisements are subject to Dublinscope's approval. Dublinscope does not undertake to review the contents of any advertisements and any such review of and/or approval by Dublinscope will not be deemed to constitute an acceptance by Dublinscope that such advertisement is provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of Dublinscope's rights hereunder. Dublinscope 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; or
9.2 Remove any advertisement from any of the Dublinscope properties or any page.

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 Dublinscope unless expressly agreed to in writing by an authorised representative of Dublinscope. 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 and Dublinscope 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 Dublinscope to its qualified accountant or legal adviser, 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.
11.3 The Advertiser is hereby put on notice that Dublinscope is particularly sensitive to public statements about the Dublinscope web services, their contractual relationships and product plans, and improper or ill-timed statements are likely to have a detrimental effect on the business of Dublinscope and may contravene applicable law. Consequently, the Advertiser 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 Dublinscope including without limitation any pre-announcement in respect of the display of advertising on any Dublinscope property. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Advertiser and any communication which 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 Ireland, and the parties submit to the non-exclusive jurisdiction of the Irish 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. Not withstanding 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.