Terms & Conditions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

"Advertising Management Services" means [the arrangement and management of internet advertising by the Provider for the Client, which may include pay-per-click advertising, pay-per-view advertising, banner advertising and other forms of paid internet advertising, as specified in Section 3 of the Statement of Work];

"Assigned Deliverables" means those Deliverables (excluding the Third Party Materials and the Client Materials) the rights in which are to be assigned (rather than licensed) by the Provider to the Client under Clause 16, as specified in Section 4 of the Statement of Work;

"Business Day" means any weekday other than a bank or public holiday in [[England]] OR [[jurisdiction]];

"Business Hours" means the hours of [09:00 to 17:00] [GMT/BST] OR [[time zone]] on a Business Day;

"Charges" means:

(a) [the amounts specified in Section 7 of the Statement of Work and elsewhere in these Terms and Conditions];

(b) [such other amounts as may be agreed in writing by the parties from time to time]; and

(c) [amounts calculated by multiplying [the standard time-based charging rates of the Provider (as notified by the Provider to the Client before the date of the Contract)] by the time spent by the personnel of the Provider performing [the Services] (rounded [down by the Provider to the nearest quarter hour])];

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"Client" means the person or entity identified as such in Section 1 of the Statement of Work;

"Client Confidential Information" means:

(a) any information disclosed by [or on behalf of the Client to the Provider [during the Term] OR [at any time before the termination of the Contract] (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked[ or described] as "confidential" or should have been understood by the Provider (acting reasonably) to be confidential; and

(b) [the financial terms of the Contract];

 "Client Indemnity Event" has the meaning given to it in Clause 24.3;

"Client Materials" means [all works and materials supplied by or on behalf of the Client to the Provider for incorporation into the Deliverables or for some other use in connection with the Services];

"Client Personal Data' [means any Personal Data that is processed by the Provider on behalf of the Client in relation to the Contract]L, but excluding [personal data] with respect to which the Provider is a data controller];

"Client Trade Marks" means the following [registered and unregistered] trade marks of the Client: [identify trade marks];

"Client Websites" means [any website or websites of the Client in respect of which the Services are provided or in respect of which the Provider has an obligation to provide the Services]; 

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1. DEFINITIONS

TERMS & CONDITIONS - THE BASICS