General Terms and Conditions (From Digital Specs site)

1. DEFINITIONS

1.1 “RTÉ” means Radio Telefís Éireann, a body corporate established by the Broadcasting Authority Acts, 1960 – 2001 which expression shall include the successors in title and assigns of the body. “RTÉ CEL” means RTÉ CommercialEnterprises Limited, a wholly owned subsidiary of RTÉ, which company acts as a billing and collection agent on behalf of RTÉ in respect of online advertising sales.
1.2In respect of online advertising sales, words and expressions in these terms and conditions shall have their ordinary meaning unless otherwise defined herein or in the Deal Agreement or Insertion Order.
1.3 “Advertiser” means the person, firm or company by whom a booking, which incorporates these general terms and conditions is made.
1.4 “Agency” means an advertising agent or agency, being a person, firm or company which selects or books advertising space on behalf of the Advertiser.
1.5 “Advertisement Copy (also known as Advertisement Creative)” means any advertising material in relation to an Online Advertisement, intended for display or streaming on the Website by RTÉ CEL. Delivery of Advertisement Copy shall be deemed to have been made when RTÉ CEL’s technical requirements have been met and when the relevant display or streaming instructions have been given.
1.6 “Banner Advertisement” means advertising material displayed on the Website intended to promote or advertise an individual, company, firm or organisation including but not limited to banners, tiles skyscrapers and islands but excluding Video Advertisements.
1.7 “Insertion Order” means the final notification of the booking issued by RTÉ CEL to the Advertiser or Agency and which shall be subject to these General Terms and Conditions. Such notification can be issued by fax, e-mail, electronically or in printed format.
1.8 “Video Advertisement” means video advertising material streamed on the Website intended to promote or advertise an
individual, company, firm or organisation which is filmed or recorded.
1.9 “Online Advertisment” means any advertising material of any natures streamed or displayed or otherwise made available on the Website intended to promote or advertise an individual, company, firm or organisation.
1.10 “Website” means the RTÉ internet site currently located at http:// www.RTE.ie.
1.11 “Working Day” means any day of the week from Monday to Friday inclusive, except any Public Holiday in Ireland.
1.12 “Recognised Advertising Agency” means a buyer of advertising which is considered by RTÉ CEL (in its reasonable opinion) to be an advertising agency with sufficient financial standing and client base to warrant the granting of 15% agency commission on invoices.
1.1 3“Start Date” means the date specified in the Insertion Order or Deal Agreement (as applicable) for any Online
Advertisement as the first intended date such Online Advertisement shall be made available on the Website.
1.14  “Cancellation” means a cancellation of any online advertising booked under any Insertion Order or Deal Agreement (as applicable) following a request for the same by the Agency or Advertiser
1.15 “Campaign” means all or part of the advertising on the Website within a Booking which relates to a single burst of activity for a single product or service for a single promotional purpose.
1.16 “Deal Agreement” means the agreement between RTÉ CEL and the Advertiser or Agency which may be issued and which shall be subject to these General Terms and Conditions.

2. ADVERTISING AGENCIES AND COMMISSIONS

2.1 Where RTÉ CEL deals with an Agency, the Agency shall (unless the Deal Agreement or Insertion Order expressly provides otherwise) be deemed to contract as sole principal, to the exclusion of any other party or person and all contracted rights and responsibilities shall rest solely between RTÉ CEL and the Agency. The Agency will be solely responsible for the repayments of accounts and will be deemed to have full authority in all matters connected with the placing of bookings and the approval of amendments to copy.
2.1.1 For the avoidance of doubt copy rotation instructions issued by creative agencies shall be deemed by RTÉ CEL to have been agreed by the Agency as defined in clause 2.1
2.2 Agency commission of 15% of bookings is payable to all recognised Agencies and such commission shall be calculated on the basis of the rates applicable or amounts agreed less discounts allowed.
2.3 For the avoidance of doubt, agency commission shall not apply to any cancellation charges provided for in clause 11.

3. ACCEPTANCE OF TERMS AND CONDITIONS

3.1 The placing of a booking with RTÉ CEL by an Agency or Advertiser shall be deemed acceptance by it of these terms and conditions.
3.2 In the absence of a Deal Agreement a contract between RTÉ CEL and the Advertiser or Agency shall be deemed to exist when RTÉ CEL issues an Insertion Order to the Advertiser or Agency.
3.3 No terms or conditions other than those set forth herein, or any variation thereof pursuant to Clause 9 below, shall be binding upon RTÉ CEL or the Advertiser or Agency as the case may be, unless otherwise specified within The Deal Agreement or Insertion Order.

4. ACCEPTANCE OF ONLINE ADVERTISEMENTS

4.1 All Online Advertisements shall be subject to the approval by RTÉ CEL to ensure compliance with all relevant legislation including RTÉ CEL’s and RTÉ’s own internal Codes on Advertising (and which shall be amended from time to time) as well as compliance with the provisions of the Broadcasting Authority Acts 1960 – 2001, the Code of Standards for Broadcast Advertising, and the Code of Advertising Standards for Ireland maintained by the Advertising Standards Authority for Ireland (ASAI), and those of The Broadcasting Commission of Ireland.
4.2 Advertising Copy for all types of Banner Advertisements should be submitted 24 hours in advance of the Start Date (or such other date(s) as agreed between RTÉ CEL and the Agency or Advertiser for updates, amendments and/or replacements to Online Advertisements and Advertising Copy) for provisional approval by RTÉ CEL or its designated agent. Advertising Copy for all types of Video Advertisements must be submitted to RTE CEL by the Advertiser or Agency 5 Working Days in advance of the Start Date (or such other date(s) as agreed between RTÉ CEL and the Agency or Advertiser for updates, amendments and/or replacements to Online Advertisements and Advertising Copy) in time for them to be considered by RTÉ CEL and where necessary, RTÉ CEL may require any Online Advertisement to be adjusted before being finalised prior to display or streaming (as applicable). Deadlines for submission of Advertising Copy in respect of any other type of Online Advertisement shall be notified by RTÉ CEL to the Agency or Advertiser.
Failure to abide by such deadlines may result in the Campaign being cancelled and shall result in a surcharge as may from time to time be advised by RTÉ CEL. For the avoidance of doubt any such surcharge shall be liable to VAT. In exceptional circumstances RTÉ CEL shall endeavour to accept Advertisement Copy delivered in a period less than this timeframe. However, in such cases, RTÉ CEL shall not be under any obligation to notify the Advertiser or Agency if the Advertisement Copy is deemed unsuitable and the Advertiser or Agency shall be liable to pay in full for the
online advertising booked whether or not such Online Advertisement is made available on the Website.
4.3 Approval of the Advertising Copy for any Online Advertisement shall not in any way prejudice RTÉ CEL’s right to reject copyright/licence material as provided below. The Advertiser or Agency as the contracting party remains at all times responsible for the delivery of final copyright/licence material and final Advertising Copy for any Online Advertisement for display or streaming by RTÉ CEL in accordance with the delivery deadlines in clauses 4.2 and 4.4.
4.4 The appropriate detailed list of all copyright/licence material in any Online Advertisement including full music details, whether specially composed or not, in particular the exact duration, composer, arranger, publisher and if taken from a record, the record label and number of each musical work, must be delivered to RTÉ CEL in Dublin no later than 12:00 midday on the previous Working Day to the Start Date (or such other date(s) as agreed between RTÉ CEL and the Agency or Advertiser for updates, amendments and/or replacements to Online Advertisements and Advertising Copy). Failure to adhere to the copyright/licence material delivery deadline shall result in a surcharge as may from time to time be advised by RTÉ CEL. For the avoidance of doubt any such surcharge shall be liable to VAT.
4.5 In the event that RTÉ CEL deems the Advertisement Copy to be unsuitable, RTÉ CEL shall notify the Agency or Advertiser who must be prepared to supply alternative copy by no later than 12:00 midday on the previous Working Day to the Start Date (or such other date(s) as agreed between RTÉ CEL and the Agency or Advertiser for updates, amendments and/or replacements to Online Advertisements and Advertising Copy). Should alternative copy
not be accepted by RTÉ CEL, then RTÉ CEL shall be entitled to repeat previous copy or to make other suitable material available on the Website. RTÉ CEL shall be entitled to be paid the full rate in respect of any such Online Advertisement.
4.6 The provisions of Clauses 4.2 to 4.5 above shall apply without prejudice to any special arrangements, agreed by RTÉ CEL, which are made for bookings at shorter notice.
4.7 RTÉ CEL reserves the right, at its absolute discretion and without incurring any liability, to decline to make any Online Advertisement available on the Website without giving any reason for so declining but in such event the Advertiser or Agency shall not be liable to pay for any Online Advertisement, which RTÉ CEL so declines to make available on the Website.
4.8 RTÉ CEL reserves the right in its absolute discretion to decline to make any Online Advertisement or part thereof available on the Website which is found to contain unsuitable Advertisement Copy. RTÉ CEL shall not incur any liability to the Advertiser or Agency who shall have no claim whatsoever for damages or otherwise in respect of any non- availability of any such Online Advertisement or part thereof. The Advertiser or Agency shall remain liable to RTÉ CEL in respect of any charges payable hereunder for such Online Advertisements.
4.9 RTÉ CEL reserves the right to refuse or to surcharge Online Advertisements advertising more than one product, service or activity. If in RTÉ CEL’s opinion, the editing of two or more Online Advertisements results in the advertisement of more than one product, service, or activity, which is designed to take advantage of reduced rates, RTÉ CEL reserves the right, at its absolute discretion, to charge such Online Advertisements at a rate equivalent to that which RTÉ CEL would have charged had the Online Advertisement for each product, service or activity been submitted to it separately.
4.10 Subject to the provisions of Clause 9, all bookings shall be accepted on the understanding that they will be paid for at the rates in force at the date such Online Advertisement is made available on the Website or on a level of spend agreed with the Advertiser, or Agency.

5.DATES/TIMES OF AVAILABILITY ON THE WEBSITE

5.1 RTÉ CEL does not guarantee that the times, dates and/or pages of the Website an Online Advertisement is to be made available will be adhered to, but, if for any reason an Online Advertisement is not made available on the day(s) and/ or in the pages of the Website agreed, RTÉ CEL shall endeavour to offer to make the Online Advertisement available at some other time and/or on some other pages of the Website which may be accepted by the Advertiser or Agency, provided that if any offer of such a display or streaming is not accepted (or is not made) the original bookings shall be cancelled and the Advertiser or Agency shall have no claim against RTÉ CEL in respect of non-availablility or for any expense or damage whatsoever incurred as a result thereof. RTÉ CEL shall make no charge to the Advertiser or Agency for such booking but RTÉ CEL shall be entitled to be paid by the Advertiser or Agency any agreed fees. RTÉ CEL shall be paid any expenses it incurs in respect of any facilities arranged or provided.
5.2 RTÉ CEL shall not incur any liability for any failure to make an Online Advertisement available on the Website all or any part of any Online Advertisement as a result of any failure of or in connection with the Website, except that if a total failure to make an Online Advertisement available shall be due to any fault of RTÉ CEL the Advertiser or Agency shall not be charged for the Online Advertisement. In the event of a partial failure to make an Online Advertisement available on the Website RTÉ CEL may at its discretion allow a rebate, the amount of which shall be determined by RTÉ
CEL.
5.3 In the event of RTÉ CEL’s Website activities being restricted, curtailed or prevented by any law or any other act or thing beyond RTÉ CEL’s control, RTÉ CEL may at any time, notwithstanding anything herein before contained, forthwith terminate any arrangement made hereunder without prejudice to RTÉ CEL’s right to be paid by the Advertiser or Agency any moneys due and owing by the Advertiser or Agency to RTÉ CEL.
5.4 Particulars of Website failure times and network and/or server failure as set out in RTÉ CEL’s logs shall be accepted by the Advertiser or the Agency.

6. PAYMENT TERMS

6.1  RTÉ CEL shall issue all invoices to the Advertiser or Agency as appropriate. All invoices shall be paid in full to RTÉ CEL (or to any other billing or collection agent nominated by RTÉ CEL and notified to the Advertiser or Agency from time to time) by the Advertiser or Agency in accordance with clause 6.3 below.
6.2 Payments shall be received by RTÉ CEL in accordance with clause 6.3 and in default of payment by the Advertiser or Agency, RTÉ CEL shall be entitled (without prejudice to its other remedies at law) to refuse to make such Campaign and/ or any such Online Advertisement available.
6.3 Accounts payable by:
a. an Agency, which is recognised by RTÉ CEL and which is granted a credit listing by RTÉ CEL shall be paid not later than 30 Working Days from the date of invoice issued by RTÉ or RTÉ CEL pursuant to clause 6.1 above and
b. an Agency which is not recognised by RTÉ CEL and which is not granted a credit listing by RTÉ CEL shall be paid monthly in advance on the last Working Day of the calendar month preceding the calendar month in which any Online Advertisement(s) booked by such Agency are scheduled to be made available on the Website.
6.4 In the event of any Agency referred to at Clause 6.3(b) above failing to pay its account within 10 (ten) Working Days of when such payment became due, RTÉ CEL reserves the right to refuse further bookings from the Agency.
6.5 In the event of an Agency referred to at Clause 6.3(a) above, failing to pay its account within 17 (seventeen) Working Days of when such payment became due, RTÉ CEL reserves the right without prejudice to all its other rights:
a. To withdraw such recognition of such Agency as a Recognised Advertising Agency and to remove the Agency from RTÉ CEL’s “Register of Approved Agencies”, and
b. To cease transmission of all bookings placed by the Agency.
6.6 All queries relating to an invoice issued by RTÉ CEL shall be notified to RTÉ CEL in writing within 5 (five) Working Days of the invoice date. The existence of a disputed item in an account will only affect the due date of payment of that disputed item.

7. WARRANTIES

The Advertiser and Agency warrants and undertakes that:
7.1 It will be responsible for obtaining and paying for all necessary clearances and consents for the transmission of any third party material contained in an advertisement, and/or all permissions with regard to the appearance of any person in an advertisement.
7.2 The Advertisement Copy will not breach any rights of any third party whatsoever, (including without limitation copyright) or be defamatory of any third party in any way.
7.3 It will where required satisfy RTÉ CEL that any necessary permission has been obtained and all necessary rights cleared with the owners of any rights, including with regard to music, the performing rights and the mechanical rights in any material proposed for use in any advertisement. RTÉ CEL shall have the right to refuse to broadcast any advertisement until the rights position has been addressed to its satisfaction.

8. INDEMNITY

8.1 The Advertiser or Agency agrees that it will indemnify and keep RTÉ CEL indemnified against all actions, proceedings, costs, damages, expenses, penalties/claim, demands and liabilities arising from any breach of the above warranties or in any manner whatsoever in consequence of the use, recording or broadcasting of any Advertisement Copy or matter supplied by it for transmission by RTÉ CEL. The Advertiser or Agency agrees that this indemnity shall not preclude RTÉ CEL from conducting its own defence in any legal proceedings brought against it and the Advertiser or Agency
warrants and undertakes that it will indemnify RTÉ CEL against the reasonable legal costs incurred by RTÉ CEL in conducting such Defence.

9. CHANGE OF RATES AND CONDITIONS

9.1 Whilst as much notice as possible will be given of all changes RTÉ CEL reserves the right to change the advertisement rate and any of these terms and conditions at SIX WEEKS notice and in the event of such a change, the rates payable and the terms and conditions applicable shall be those at the time such Online Advertisement is made available on the Website unless otherwise agreed by RTÉ CEL. The Advertiser or Agency concerned shall (by serving written notice on RTÉ CEL within 10 (ten) Working Days of receipt of notice of such change) be entitled to cancel any booking for an advertisement to which the changed rates or terms and conditions would otherwise be applicable.

10. SPECIAL RATES

10.1 Special charges and conditions may be announced from time to time for particular pages on the Website.

11. CANCELLATIONS

11.1 Any booking may be cancelled or deferred by either party upon written notice to the other provided that any such written notice of cancellation or deferral by an Advertiser or Agency is received by RTÉ CEL at least 5 Working Days prior to the Start Date for the relevant Campaign. RTÉ CEL reserves the right to charge for any cancellations closer to transmission.
11.2 An Advertiser or Agency wishing to defer a booking after 5 Working Days prior to the Start Date for the relevant Campaign shall submit a written request to RTÉ CEL to do so. Any acceptance of such request shall be at RTÉ CEL’s sole discretion and the deferral shall result in an additional sum being payable for the booking and/or a decrease in any discount or increase in any premium negotiated for the original booking.
11.3 Any deferral made under Clauses 11.1 or 11.2 above must be recommitted at the time of the deferral to a time not more than three calendar months after the Start Date of the Campaign being deferred and in any event before the end of the same calendar year or RTÉ CEL’s financial year, whichever is the earlier.

12. AUDITING RECORDS

12.1 In the event that the Advertiser or Agency has agreed with RTÉ CEL to make payments for any Campaign based upon the share of the Advertiser or Agent’s advertising expenditure on the Website that it has agreed to commit in purchasing from RTÉ CEL, then within 30 (thirty) Working Days of the end of each month the Advertiser or Agency shall at RTÉ CEL’s request provide a report to RTÉ CEL detailing the information necessary to calculate the payments due to RTÉ CEL based upon the Advertiser or Agency’s actual Website expenditure.
12.2 RTÉ CEL or its agents shall have the right to audit the Advertiser’s or Agency’s records at its own cost at any time on reasonable prior written notice to ensure that payments are being made in accordance with any agreement to which Clause 12.1 above applies. If any such audit reveals that the Advertiser or Agent has underpaid RTÉ CEL by more than 3% of sums properly due, then the Advertiser or Agency shall pay to RTÉ CEL forthwith the cost of the audit, together with the amount of the shortfall and interest thereon accruing daily at the annual rate which is 3% above the base lending rate of the Central Bank of Ireland from the date when sums were due until the date of actual payment. In the event of any shortfall being revealed which is less than 3% of sums properly due to RTÉ CEL, the Advertiser or Agency shall forthwith make payment to RTÉ CEL of the shortfall together with interest at aforesaid rate. RTÉ CEL reserves the right to use advertising spend from the agency for research purposes where appropriate.

13. TERMINATION

13.1 If an Advertiser or Agency becomes insolvent or enters into liquidation or a Receiver is appointed for any of his property, or if any of the conditions which on the part of the Advertiser or Agency are to be observed, fulfilled and kept are not so observed, fulfilled and kept, RTÉ CEL may (notwithstanding the waiver of any previous breach) terminate its contract with the Advertiser or Agency at any time thereafter by notice in writing to that effect, without prejudice to the right of RTÉ CEL to recover any sums payable to it.

14. GOVERNING LAW

14.1 These terms and conditions shall be construed in accordance with the Laws of Ireland and any dispute arising hereunder shall be submitted to the exclusive jurisdiction of the Courts of Ireland.