Media Sales Terms & Conditions
The Advertiser or Agency (hereinafter called The Client) and Cable Bahamas Ltd., a company duly incorporated under the laws of The Bahamas and having its registered office situate at the corner of Robinson Road at Marathon (hereinafter referred to as the “Company”), hereby agree that the Contract shall be governed by the following conditions.
1. Time of Program
The Company does not give any warranty as to the specific times that the program will be broadcast and the Company reserves the right to reschedule the broadcast of programs within two hours of the time designated in this contract. Where rescheduling of the program is deemed necessary by the Company, the Company will notify the Advertiser within a reasonable time after the broadcast of the program.
(a) The Client agrees to pay, and the Company agrees to hold the Client solely liable for payment for the broadcasts covered by this Contract unless expressly otherwise agreed in writing. (b) The Client agrees to pay a minimum of three (3) months’ services in advance and thereafter, payment shall be due in advance at the beginning of each month. (c) Invoices not paid within seven (7) days after the due date shall be subject to late fees. (d) The Client agrees to pay for broadcasts covered by this contract at the office of the Company or to its authorized representative at such times as agreed with the Company or its authorized representative. (e) The date when payment will be considered to be made is the date of actual receipt of the Client’s payment by the Company or its authorized representative. (f) The Company’s invoice for broadcasts covered by the Contract shall be in accordance with the Company’s log and shall be deemed correct unless otherwise proven. (g) The Company reserves the right to terminate this Contract at any time upon the default of the Client in payment of bills, or other material breach on the part of the Client of any of the conditions herein; and upon such cancellation all broadcasting done hereunder and not paid for shall become immediately due and payable in addition to payment of any out-of-pocket expenses (including but not limited to legal fees) incurred by the Company through cancellation of the contract. (h) In the case of delinquency of payment on the part of Client which is in the opinion of the Company due to impaired credit the Company reserves the right to change the requirement as to the terms of payment for further broadcasts under the contract as it may see fit, by giving written notice to the Client’s last known business address.
3. Termination and Renewal
(a) The Contract may be terminated by either party by giving fourteen (14) days written notice. In the event of termination the Client shall immediately pay the Company according to the rates specified by the Company and agreed between the Client and the Company, for all advertisements and programs previously broadcast by the Company under the Contract.(b) The broadcasts time(s) covered by this contract may be renewed by the Client provided that there is no interruption in the continuity of the contracts, by giving the Company fourteen (14) days written notice prior to the expiration of this contract or any extension thereof. Failure to exercise this option within the time and in the manner provided voids any and all the Client’s rights to such renewal. The rates charged by the Company to the Client are subject to change prior to or after renewal.
4. Inability to Broadcast
In the event that the Company shall be delayed, hindered in, or prevented from broadcasting any or part of the Client’ s broadcasts at the time specified, the performance of any act required hereunder by reason of failure of power, failure in technical facility, mechanical breakdown, sabotage, vandalism, accidents, riots, national emergency, civil commotion or public disturbances, insurrection, war, fire, labor disputes, strikes, lock-outs, acts, directive or restraints of any governmental authority, civil or military, including the orders and judgments of courts, legal restriction, Acts of God (including but not limited to hurricane, earthquake, tropical storm, flood, unusually severe weather conditions) or other reasons which are not the fault of or within the reasonable control of the Company or reasonably foreseeable at the time of making this Agreement by the Company, then performance of such act shall be excused for the period of such delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The Company may broadcast the advertisement on a substitute day and time which is as close to the original scheduled time as reasonably practicable.
5. Substitution of Programs in the Public Interest or of Public Importance
The Company shall have the right to cancel any broadcast or any portion thereof covered by this contract in order to broadcast any program which in its absolute discretion it deems to be of public importance or in the public interest. Whenever reasonably possible the Company will notify the Client in advance of any cancellation. In the event of cancellation the Company and the Client shall agree on a satisfactory substitute day and time or if no such agreement can be reached within a reasonable time, broadcast will be considered as cancelled without affecting the rates under the Contract provided that the Client shall be required to pay for the costs and Company’s involved in cancellation of the broadcast.
6. Time Rates
The Company represents that its time rates are published. The Company shall furnish its rates to the Client if requested in writing.
(a) The Contract for Company time includes the services of the technical staff as are reasonably necessary for the broadcast of the advertisement. Other talent and service charges (if any) are not covered in this contract and such charges are subject to change by the Company. (b) Broadcasts prepared by the Client are subject to the prior approval of the Company both as to artists and to broadcast content prior to airing. The Company reserves the right to refuse to broadcast advertisements or programs that, in its sole opinion, fails to meet the standards set by the Company or is in breach of the law or the Utilities Regulation and Competition Authority’s (URCA) Code of Practice for Content Regulation (Code of Practice). (c) The Company shall place warnings and advisories on screen in advance and at frequent intervals throughout the program as and where necessary to do so pursuant to URCA’s Code of Practice. (d) If the Company has not received the material for any announcement at least 96 hours before the broadcast time, the Company shall notify the Client immediately. Should the Company fail to receive material for any announcement at least 72 hours in advance of broadcast time, the Company shall have the right to produce a substitute announcement making the regular charges for time and talent utilized which shall become immediately payable by the Client.
8. Warranties, Indemnity and Limitation of Liability
(a) The Client shall at its own cost and expense indemnify, defend and forever hold harmless the Company, its affiliated or associated entities, its parent, subsidiaries , member organizations, companies and their respective officers, representatives, directors, employees and partners, against and from any and all liabilities (including but not limited to liability for defamation, illegal competition or trade practice, intellectual property infringement, violation of privacy rights, property rights) proceedings, claims, regulatory actions, costs, damages and expenses (including, without limitation, reasonable counsel fees, disbursements and court and administrative costs)resulting from the broadcasting of the broadcasts herein provided in the form furnished by the Client or arising out of any breach by them of any warranty, covenant or representation contained herein including (but not limited to) non-conformity with the laws of The Bahamas. Upon receipt by the Client of a notice from the Company with respect to any claim made by any party against the Company, the Client shall within ten (10) business days from receipt of the written request for indemnification agree in writing to assume the defense of the claim. In the event the Client fails to respond to the Company’s written request within ten (10) business days the Company’s right to indemnification shall be deemed agreed to by the Client. (b) The Advertiser represents and warrants that it owns, possesses and maintains an exclusive, valid and legally enforceable right to use its own trade mark, logo, trade name, distinctive color scheme, brand and slogan, patents, designs, copyright and other intellectual property and that use of such intellectual property in accordance with this Agreement will not violate or infringe upon the rights of any third-party. For the term of this Agreement and for the purposes stated hereunder, the Client grants to the Company a limited, non-exclusive, royalty-free, worldwide license, with no right to sublicense, to use its name, trademark and logo and other intellectual property in connection with this Agreement. (c) The Client represents and warrants to the Company that: (a) the Client has full right and authority to execute, enter into this Agreement, accept its terms and conditions and perform its obligations under this Agreement (b) by entering into this Agreement and by agreeing to its terms and conditions, the Client is not in violation of its charter or bylaws, Memorandum and Articles of Association, or Articles of Incorporation or any constituting document or any law, rules, court orders, regulation or agreement by which it is bound or to which it is subject; (c) the execution, delivery and performance of this Agreement and its terms and conditions by the Client has been duly authorized by all requisite corporate or limited liability company action, that the signatories for the Client are authorized to sign this Agreement; (d) the Client is a business entity duly organized and validly existing and in good standing under the laws of its jurisdiction or organization; and (e) there are no actions, proceedings or lawsuits existing, pending or threatened against the Client before any court or administrative agency that would materially impair its performance under this Agreement or which may call into question the validity or hinder the enforceability of this Agreement. (d) In no event shall the Company be liable to the Client for any special, indirect, incidental or consequential risk, exposure, damages howsoever arising (including but not limited to such damages arising from failure to broadcast at the stipulated time, breach of contract or warranty or from negligence or strict liability), or from interrupted service, lost business, lost data or lost profits, arising out of or in connection with this Agreement, even if the Company has been advised of (or knows or should know of) the possibility of such damages. The provisions in this section shall survive termination of this Contract.
(a) The contract is subject to the terms of licenses held by the Company and is subject also to all laws of the Commonwealth of The Bahamas now in force or which may be enacted in the future, and it is hereby agreed and declared that the general conditions and all terms and conditions of the contract shall be interpreted and have effect according to the Laws of The Bahamas. (b) No waiver of this Agreement shall be deemed to have occurred, nor shall any breach be deemed excused, unless the waiver or excuse is in writing and signed by the party against whom the waiver or excuse is to be asserted. Any waive r by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof. (c) Invalidation of any provision of this Agreement by applicable law shall not affect the validity of any other provision of the Agreement. Should any provision be determined to be illegal or invalid, the Agreement shall be construed in accordance with it terms as if the illegal or invalid term were not herein contained. (d) This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous, express or implied, written or oral agreements, representations and conditions between the parties with respect thereto. (e) This Agreement or any of the rights or duties arising hereunder shall not be assigned by the Client to any person, entity, organization or company without the prior written consent of the Company, which may be granted or withheld in the sole discretion of the Company. The Company shall not be required to broadcast hereunder for the benefit of any other Client than the one named on the face of the Contract. The Company may assign or transfer this Agreement or any of the rights and duties arising hereunder to its successors (including but not limited to a successor by merger), its parent subsidiary, affiliated or associated companies without the Client’s consent. (f) The Company shall not be required to broadcast hereunder for any other products than the ones named in the contract without the Client first obtaining the Company’s approval in writing. (g) The Parties hereto agree that the jurisdiction for resolution of any dispute arising under this Agreement shall be The Bahamas and the Parties hereby consent and submit to the jurisdiction of the courts of The Bahamas.