Advertising Terms

Advertising terms version: v1, May 2025

These Terms and Conditions, together with any Key Agreement Details (defined in clause 1), set out the agreement (Agreement) under which South Wales Guide (Company) provides advertising space and related platform services through the Platform to the Client.

1. Key Agreement Details, This Agreement

1. These Terms and Conditions will apply to all the Client’s dealings with the Company, including being incorporated in all agreements, quotations or orders under which the Company is to provide services to the Client (each referred to as the ‘Key Agreement Details’) together with any additional terms included in such Key Agreement Details (provided such additional terms are recorded in writing).
2. The Client will be taken to have accepted this Agreement if the Client accepts the Key Agreement Details, or if the Client orders, accepts or pays for any services provided by the Company after receiving or becoming aware of this Agreement.
3. In the event of any inconsistency between these Terms and Conditions and any Key Agreement Details, the clauses of these Terms and Conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in the Key Agreement Details) will prevail over these Terms and Conditions to the extent of any inconsistency.
4. Any specifications, marketing materials, or other documentation provided by the Company regarding advertising services are for illustrative purposes only unless explicitly incorporated into the contract documents. The Company reserves the right to modify its services in accordance with market conditions and technical requirements, subject to prior notification to the Client.
5. The Client is responsible for confirming that the Key Agreement Details accurately specifies (if applicable):
   1. the specifications of the Services required; and
   2. the agreed Fees and any other rates.

2. Advertising services

The Company operates a destination website platform and agrees to provide the following non-exclusive advertising and promotional services on a subscription basis, acting solely as an advertising platform connecting service providers with potential customers:

1. provide digital advertising services through the Platform, including business listings, activity descriptions, accommodation information, and QR code integration for facility access and special offers, as specified in the Client's selected package detailed in the Key Agreement Details. The Client will have access to self-manage certain content on their business listing as specified in their package;
2. create and manage social media content for the Client's business as specified in the selected package level;
3. create and manage email marketing campaigns as specified in the selected package level;
4. ensure all marketing content complies with applicable advertising standards and regulations; and
5. comply with all applicable advertising standards, data protection requirements (including GDPR where applicable), and digital marketing best practices in the delivery of the Services.

3. Company obligations

1. The Company will provide the Services as specified in the Key Agreement Details through the Platform. Users of the Platform will contract directly with the Client for any services or packages advertised. The Company acts solely as an advertising platform and intermediary and expressly disclaims any responsibility for transactions between users and the Client. The Client may upgrade their selected advertising package at any time with written notice but may not downgrade during the minimum commitment period specified in the Key Agreement Details. Any upgrade will require a new 12-month minimum commitment period from the date of upgrade.
2. The Company warrants that all Services will be provided:
   1. using reasonable care and skill in accordance with good industry practice;
   2. in compliance with all relevant advertising standards and digital marketing regulations;
   3. using materials that meet or exceed specified requirements; and
   4. maintaining all necessary permits, licenses, and certifications required for the provision of Services.
3. The Client must provide all necessary business information and marketing materials at least 5 Business Days before the intended campaign launch date to allow the Company to prepare appropriate content, setup advertising accounts, and complete all necessary configurations on the Platform. Failure to provide such materials may result in delays to the campaign launch. The Client shall ensure all provided materials are accurate, complete, and comply with the Platform's content guidelines.
4. In the event of any Platform technical issues or campaign performance concerns materially affecting the Services, the Company shall notify the Client within 24 hours of discovery. The Client must report any visible issues with advertising content or campaign performance within 48 hours of publication, failing which such content shall be deemed accepted. The Company will investigate and provide a written assessment and proposed solution within 2 Business Days of receiving notice. The Company shall not be liable for any business losses resulting from market conditions, user engagement levels, or external factors beyond its reasonable control, including any losses from transactions between the Client and Platform users.
5. The Company shall maintain the Platform in accordance with industry standards and best practices, ensuring compliance with data protection laws, and platform operation guidelines. The Company shall maintain proper security of the Platform and user data in accordance with applicable data protection laws. The Company will provide the Client with access to post and manage their advertisements on the Platform as specified in the Key Agreement Details but shall not be responsible for any transactions or interactions between users and the Client.

4. Client obligations

1. The Client must provide the Company with all documentation, information and assistance reasonably required for the Company to perform the Services.
2. The Client agrees to liaise with the Company as it reasonably requests for the purpose of enabling the Company to provide the Services.
3. The Client shall:
   1. provide accurate and up-to-date content for Platform listings;
   2. obtain all necessary rights, licenses, and permissions for content provided;
   3. ensure all advertised services comply with applicable laws and regulations; and
   4. indemnify the Company against any claims arising from transactions between users and the Client.
4. The Company does not verify or endorse any Client's services but reserves the right to remove content that violates Platform policies or applicable laws.
5. The Client agrees to indemnify, defend and hold harmless the Company, its officers, employees, agents, and subcontractors from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from the Client's breach of this Agreement or provision of inaccurate information.
6. The Client agrees that if the Company’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation, then:
   1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;
   2. the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause; and
   3. the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

5. Payment

1. FEES

   The Client must pay to the Company the Fees in the amounts and at the times set out in the Key Agreement Details shared with the Client or as otherwise agreed in writing between the parties.

2. EXPENSES

   Unless otherwise agreed in writing:

   1. any travel or accommodation expenses required for in-person meetings or content creation sessions related to advertising content development will be agreed upon in advance with the Client; and
   2. any third party costs incurred by the Company in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Key Agreement Details.

3. VAT

   Unless otherwise indicated, amounts stated in the Key Agreement Details do not include VAT. In relation to any VAT payable for the Services provided by the Company, the Client must pay the VAT subject to the Company providing a tax invoice.

4. CARD SURCHARGES

   Payment processing fees, including card surcharges charged by the Company, if any, will be as detailed in the invoice raised by the Company.

5. LATE PAYMENT AND DEBT RECOVERY

   If the Client fails to pay any amounts due to the Company under an invoice by the specified due date, the Company retains the right, without limiting any other rights under this Agreement, to charge the Client interest at a rate of 4% per annum above the Bank of England base rate on the outstanding amount. However, before applying this interest, the Company will provide the Client with a written notice giving an additional 7 days to complete the payment. If payment is still not received by the end of this 7-day grace period, interest will accrue from the expiration of that period until the date the full payment is received by Company. The Client shall also be responsible for all reasonable costs incurred by the Company in collecting any overdue amounts, including but not limited to legal fees and collection agency fees.

6. Confidentiality

1. Except as expressly permitted by this Agreement, each party must: (i) keep confidential all confidential information disclosed to it by the other party; (ii) not use such confidential information except for the purposes of performing its obligations under this Agreement; (iii) ensure that its officers, employees, agents, contractors and related companies maintain such confidentiality and limited use obligations; and (iv) not disclose such confidential information to any person without the disclosing party's prior written consent. The Client acknowledges that their business information and promotional content will be publicly displayed on the Platform and associated marketing channels. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets and other information that remains confidential by its nature, which shall continue to be protected indefinitely.
2. This clause 6 does not apply to:
   1. information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
   2. information required to be disclosed by any law;
   3. information required to be disclosed to any authorities in the interest of health and well-being of the Client or of any other individual; or
   4. information disclosed by the Company to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.

7. Warranties

To the maximum extent permitted by applicable law:

1. all express or implied representations and warranties not expressly stated in this Agreement are excluded;
2. the Company does not verify or warrant the accuracy of Client-provided content but reserves the right to remove any content that violates the Company's content guidelines or applicable laws;
3. the Company makes no warranties regarding specific levels of customer engagement or business results from the advertising services;
4. the Company is not a party to any transactions between the Client and end users, and bears no responsibility for the delivery, quality, or performance of the Client's services advertised on the Platform; and
5. all contracts for services shall be formed directly between the Client and end users.

8. Liability

1. LIMITATION OF LIABILITY

   To the maximum extent permitted by law, the total aggregate liability of the Company in respect of all claims, losses or damages sustained by the Client in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the lesser of: (i) the total fees paid by the Client to the Company in the 3 months preceding the incident giving rise to the claim; or (ii) £1,000. The Company shall not be liable for any claims, losses or damages arising from transactions between the Client and end users, or from the Client's services advertised on the platform. This limitation shall not apply to: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited by law.

2. CONSEQUENTIAL LOSS

   To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, in connection with this Agreement or any services provided by the Company, except in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property.

9. Subcontracting

The Company may engage third-party service providers or contractors to assist in delivering certain aspects of the digital marketing services. The Company shall remain primarily responsible for the delivery of all Services under this Agreement. The Company shall ensure any third-party providers comply with all relevant terms of this Agreement, including confidentiality and data protection obligations.

10. Termination

1. TERMINATION FOR CONVENIENCE
   1. The Client commits to an initial minimum term of 12 months from the date of commencement of paid services (“Initial Term”). After the Initial Term, the Client may terminate this agreement by providing at least 3 months' written notice to the Company. The Client may upgrade their package at any time but may not downgrade during the Initial Term or any subsequent renewal term. Any free trial period offered by the Company shall not count towards the Initial Term, details of which will be specified in the package selection. The Company may terminate this agreement at any time, including during the Initial Term, by providing at least 1 month's written notice to the Client. Upon such termination, the Company shall refund any pre-paid fees for services not yet rendered on a pro-rata basis.
   2. Where termination notice is given by the Client, this agreement will end 3 months after the day the notice is sent, and where termination notice is given by the Company, this agreement will end 1 month after the day the notice is sent (in either case, the “End Date”), as specified in clause 10.1, except in cases of termination under the Force Majeure provisions of clause 12 or immediate termination for breach under clause 10.2.
   3. On the End Date, the Company will provide an invoice to the Client for:
      1. any Fees for Services rendered up to the End Date, including completed Services and Services in progress, calculated on a pro-rata basis for any partial month; and

      2. any pre-approved third party costs the Company has incurred on the Client’s behalf up to the End Date.

         (together, the Outstanding Amounts)

   4. The Client will pay the Outstanding Amounts to the Company on the End Date, unless otherwise agreed in a written payment plan between the parties.
   5. Once all Outstanding Amounts and any other fees or charges due under this Agreement have been paid in full (subject to agreed retention amounts), the Company shall provide all relevant digital marketing performance reports and campaign analytics to the Client. The Company shall retain its statutory rights under the applicable laws in respect of any unpaid amounts.
2. TERMINATION FOR BREACH
   1. If a party (the Notifying Party) considers that the other party is in breach of this Agreement (the Breach), the Notifying Party may provide a notice to the other party.
   2. The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
   3. The other party will have 5 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period). Notwithstanding the Rectification Period, in cases involving: (i) inappropriate, offensive, or non-compliant content; (ii) misrepresentation of services; (iii) breach of Platform guidelines; or (iv) any breach of applicable laws or regulations, the Company reserves the right to immediately remove such content and/or suspend advertising services pending resolution without prior notice or Rectification Period to protect Platform integrity and end user interests.
   4. After the Rectification Period, the Notifying Party will:
      1. if the Breach has been successfully rectified, notify the other party that the agreement will continue; or
      2. if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).
   5. Following a Termination for Breach Notice, the parties will stop all work under this Agreement unless otherwise agreed.
   6. Any disputes regarding termination under this clause must be dealt with in accordance with clause 11 (Dispute Resolution). The indemnities, warranties and liability caps in clauses 8 and 9 will apply to any disputes and resulting claims.

3. OTHER CONSEQUENCES OF TERMINATION

   Upon termination or expiry of this Agreement for any reason, in addition to the specific consequences set out in clauses 10.1 (Termination for Convenience) and 10.2 (Termination for Breach) (as applicable), the parties will:

   1. return all property and Confidential Information to the other party; and
   2. comply with all obligations that are by their nature intended to survive the end of this Agreement.

4. SURVIVAL

   Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.

11. Dispute resolution

1. Within 10 Business Days of a dispute arising, the parties must, in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement through senior management discussions before initiating any legal proceedings, except as permitted under clause 11(c). Any dispute regarding payment shall not affect the Company's right to receive payment for undisputed amounts, which shall be paid in accordance with the payment terms of this Agreement.
2. If a party requires resolution of a dispute, it must immediately submit full details of the dispute to the chief executive officer or any other designated senior officer of the other party or, if the party is an individual, that individual.
3. The parties acknowledge that compliance with this clause 11 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:
   1. in the case of applications for urgent interlocutory relief; or
   2. a breach by another party of this clause 11.

12. Force majeure

1. If a party becomes unable, wholly or in part, to carry out an obligation under this Agreement (other than an obligation to pay money or maintain insurance coverage) due to an event beyond its reasonable control, including but not limited to acts of God, fire, flood, natural disasters, war, civil unrest, terrorist attacks, governmental actions, power failures lasting more than 24 hours, internet service disruptions, cyber-attacks, Platform technical issues, or other circumstances that materially affect the Company's ability to maintain the Platform and deliver the Services (Force Majeure), that party must give to the other party written notice within 48 hours of:
   1. reasonable details of the Force Majeure; and
   2. so far as is known, the probable extent to which that party will be unable to perform or be delayed in performing its obligation.
2. Subject to compliance with clause 12(a), the relevant obligation will be suspended during the Force Majeure to the extent that it is affected by the Force Majeure, provided that if such suspension continues for more than 30 consecutive days, either party may terminate this Agreement upon written notice to the other party. In the event of such termination, the Company shall be entitled to payment for all services rendered up to the date of termination. All payment obligations accrued prior to termination shall remain in effect.
3. The affected party must use its best endeavours to overcome or remove the Force Majeure as quickly as possible.

13. Notices

A notice or other communication to a party under this Agreement must be:

1. in writing and in English; and
2. delivered via email to the other party, to the email address mentioned on the invoice or if no email address is specified on the invoice, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this Agreement as at the date of this Agreement (Email Address). The parties may update their Email Address by notice to the other party.
3. Any notice sent through email shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of recipient, then on next Business Day. For the purposes of this Agreement, the term ‘business hours’ means 9:00 a.m. to 5:00 p.m. on a Business Day.

14. General

1. GOVERNING LAW AND JURISDICTION

   The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

2. BUSINESS DAYS

   If the day on which any act is to be done under this Agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this Agreement expressly specifies otherwise.

3. THIRD PARTY RIGHTS

   Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, provided that this shall only affect rights arising under the Contracts (Rights of Third Parties) Act 1999.

4. AMENDMENTS

   The Company reserves the right to amend these Terms and Conditions from time to time by posting the updated version on its website. The Client's continued use of the Platform or Services following such changes constitutes acceptance of  the amended Terms and Conditions. Any amendments to the Key Agreement Details must be agreed in writing between the parties.

5. WAIVER

   No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

6. SEVERANCE

   Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this Agreement is not limited or otherwise affected.

7. JOINT AND SEVERAL LIABILITY

   An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

8. ASSIGNMENT

   Neither party may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

9. COUNTERPARTS

   The Client's acceptance of the Key Agreement Details and/or use of the Platform or Services constitutes acceptance of these Terms and Conditions. No physical signature is required and the parties agree that such electronic acceptance shall have the same legal effect as a handwritten signature.

10. COSTS

    Each party must pay its own costs and expenses in connection with negotiating, preparing and executing this Agreement.

11. ENTIRE AGREEMENT

    These Terms and Conditions, together with the Key Agreement Details shared with the Client and any package-specific documentation, service descriptions, advertising guidelines, and applicable terms referenced on the Platform, embodies the entire understanding between the parties regarding the provision of advertising space and related services on the Platform.

12. INTERPRETATION
    1. (singular and plural) words in the singular includes the plural (and vice versa);
    2. (gender) words indicating a gender includes the corresponding words of any other gender;
    3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
    4. (person) a reference to “person”, "advertiser" or “you” includes any natural or legal person seeking to advertise on the Platform, including but not limited to an individual, corporations, partnerships, limited liability partnerships, trusts, associations, joint ventures (whether incorporated or unincorporated), and their respective estates, successors, and permitted assigns;
    5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
    6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure  is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this Agreement;
    7. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
    8. (includes) the word “includes” and similar words in any form is not a word of limitation; and
    9. (adverse interpretation) no provision of this Agreement will be interpreted adversely to a party because that party was responsible for the preparation of this Agreement or that provision, including but not limited to the description of Advertising Packages, marketing content requirements, or payment terms.