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| We are pleased to set out our Terms and Conditions for the delivery of Commercials by Independent Media Distribution plc to radio and television broadcasters and other users of Commercials through IMD's proprietary digital distribution and content processing system (the IMD System). In these Terms and Conditions Independent Media Distribution plc is referred to as IMD, and you are referred to as the Supplier. By requesting IMD to distribute a Commercial through the IMD System the Supplier agrees to be bound by these Terms and Conditions. |
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| DEFINITIONS |
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| Broadcaster |
means a radio station, television broadcaster, website operator, wireless platform operator or any other entity capable of broadcasting and/or making Commercials available to the public by wire or wireless means. |
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| Commercial |
means the audio and/or audio-visual commercial(s) supplied by the Supplier to IMD under these Terms and Conditions for distribution via the IMD System to Broadcasters. |
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| FTP Delivery |
means the delivery of a Commercial to IMD's FTP server by the Supplier via the internet using file transfer protocol. |
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| Instructions |
means the distribution information to accompany all Commercials which should be submitted to IMD via the booking wizard on the Website. |
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| Required Formats |
means the technical format(s) suitable for transmission via the IMD System and use by the relevant Broadcasters, as set out on the Website. |
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| Web Order |
means the submission of Instructions to IMD by way of the booking wizard on the Website. |
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| Website |
means IMD's website www.imdonline.co.uk. |
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| 1. |
Delivering Commercials to IMD and Placing a Web Order with IMD |
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| 1.1 |
To request the distribution of a Commercial to Broadcasters by IMD the Supplier must provide all Instructions to IMD by means of a Web Order, and must supply a copy of the Commercial to IMD in at least one of the Required Formats. |
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| 1.2 |
The Instructions should contain all necessary distribution information for the Commercial, and should preferably be made via the booking wizard on the Website. The IMD booking wizard sets out prompts for all required information. Distribution orders may be made by fax or email, but IMD cannot guarantee to meet all distribution deadlines in respect of orders not placed via Web Order. |
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| 1.3 |
Commercials should be supplied in at least one of the Required Formats, and should preferably be submitted to IMD by way of FTP Delivery. The Required Formats are set out on the Website. The Supplier can obtain a username and password for IMD's FTP server by contacting IMD. Commercials may be supplied by other means, but IMD cannot guarantee to meet all distribution deadlines in respect of Commercials not sent by FTP Delivery. |
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| 1.4 |
It is the Supplier's sole responsibility to ensure that Commercials and Instructions are delivered to IMD in sufficient time to meet broadcast/upload schedules (taking into account the checking process referred to in clause 2.2 below and the delivery deadlines set out on the Website) and the Supplier is also advised to check copy deadlines with Broadcasters so as to avoid late copy surcharges. |
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| 1.5 |
The Supplier warrants to IMD that no Commercial shall contain any virus, software, code or data that will or may cause corruption or any other form of damage to any element of the IMD System and that all Commercials will comply with all relevant legislation and codes of practice. |
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| 2. |
Distribution of Commercials by IMD to Broadcasters |
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| 2.1 |
On receipt of Instructions from the Supplier (if prior to receipt of the Commercial) IMD will send preliminary information to relevant Broadcasters. IMD will send the remainder of the Instructions at the same time as distribution of the Commercial. |
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| 2.2 |
On receipt of any Commercial IMD will run checks on the Commercial to ensure that it is in the Required Formats. If IMD reasonably believes that any of the formats are unsuitable it shall promptly inform the Supplier and it shall be the Supplier's responsibility to reformat the Commercial as necessary and to re-deliver the Commercial to IMD. In the event that after consultation with the Supplier IMD agrees to carry out the required re-formatting itself, or in the event that IMD is obliged to carry out format corrections in order to meet broadcast/upload schedules, IMD shall be entitled to make reasonable additional charges for such work. |
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| 2.3 |
On receipt of a Commercial in the Required Formats and all related Instructions, IMD shall deliver the Commercial and the remainder of the relevant Instructions through the IMD System to those Broadcasters specified by the Supplier in the Instructions. IMD shall deliver the Commercial on tape to those Broadcasters requested by the Supplier which are not connected to the IMD System in accordance with the timelines specified on the Website. |
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| 2.4 |
Provided that Commercials are received via FTP Delivery in the Required Formats together with Instructions in the form of a complete Web Order before the deadlines set out on the Website IMD shall distribute such Commercials in accordance with the corresponding delivery deadlines. IMD will use all reasonable endeavours to distribute within such deadlines in the case of Commercials and/or Instructions submitted by alternative means, but cannot guarantee to do so. |
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| 2.5 |
IMD's express delivery service is available via the IMD System for distribution to Broadcasters connected to the IMD System only, and is available for TV Commercials only. If the Supplier requests the express service in respect of any Commercial, the Supplier must ensure that the Commercial is supplied in the Required Formats together with all necessary Instructions via Web Order to ensure express delivery. IMD shall have no obligation to deliver any express delivery orders by express delivery in the event of receiving unsuitable formats, or if such orders are not placed via FTP Delivery and Web Order, but reserves the right to charge the express delivery fee in respect of such orders when finally delivered. |
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| 2.6 |
In the unlikely event of a failure of the IMD System IMD will use all reasonable endeavours to find an alternative means of distribution within the required deadlines. |
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| 2.7 |
Commercials delivered to Broadcasters via the IMD System will be held on the IMD System for a period of 93 days following delivery. If the Supplier wishes any Broadcaster to be in possession of a Commercial after expiry of such 93 day period it must request a fresh delivery of the Commercial to the relevant Broadcaster(s). |
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| 2.8 |
IMD will itself hold digital copies of all Commercials delivered via the IMD System indefinitely. IMD will keep all physical materials submitted for a period of three (3) months after which they shall be destroyed or (at the Supplier's request and cost) returned to the Supplier. |
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| 3. |
Client Accounts |
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| 3.1 |
The Supplier shall be given on request access to a password-protected webpage on the Website (the Client Account). IMD shall post information for viewing by the Supplier on the Client Account including: pro forma costings for distribution orders, details of access to Instructions made by Broadcasters, copies of distribution invoices, and a record of distributions carried out. The Supplier shall be responsible for the security of the password, and IMD shall have no liability to the Supplier for any unauthorised access to the Client Account made by means of the password. |
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| 3.2 |
If the Supplier is acting on behalf of a third party a Client Account shall be set up on request by the Supplier for such third party containing such information as is requested by the Supplier. |
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| 3.3 |
The Supplier agrees that in the event that the Supplier is acting on behalf of a third party IMD shall remain liable solely to the Supplier under these Terms and Conditions in respect of the Supplier's use of the IMD distribution service, and that IMD shall have no liability to any such third party in respect of distribution carried out under Instructions from a Supplier on behalf of such third party. |
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| 4. |
Technical Support |
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IMD offers a telephone and email service which will be available to the Supplier during business hours on working days and (by arrangement with IMD) at additional times. Contact details are available on the Website. |
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| 5. |
Charges and Payment |
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| 5.1 |
IMD will charge for and the Supplier agrees to pay for the distribution of Commercials and Instructions on the basis of the fees set out in IMD's current rate card (which can be found on the Website) unless otherwise agreed in writing by IMD. IMD may issue a new rate card at any time and the distribution charges which appear on any new rate card will apply to any Commercial distributed on behalf of the Supplier as from the date stated on the new rate card unless otherwise agreed in writing by IMD. |
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| 5.2 |
IMD will invoice the Supplier in respect of the distribution of Commercials promptly after distribution. It is an essential condition of these Terms and Conditions that all invoices (together with VAT thereon) are paid within 30 days of the date of the invoice. |
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| 5.3 |
Any changes to Instructions received by IMD after distribution of any Commercial to which they relate will be ignored for the purpose of charging and IMD will be entitled to charge for distribution actually carried out in accordance with the Supplier's original Instructions even if a Commercial is not broadcast by any Broadcaster because of the later amendments to the Instructions. |
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| 5.4 |
No charge will be made for any distribution made in error or where distribution is not made or for late distribution except where such non- or late distribution is due to the fact that the Commercial was not delivered by FTP Delivery in the Required Formats on time and/or its Instructions were not duly delivered to IMD by Web Order on time. |
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| 5.5 |
In the event that any payment due to IMD from the Supplier is more than 14 days overdue IMD shall, without further notice and without prejudice to any of IMD’s other remedies, be entitled to be paid interest on the sums outstanding from the date payment was originally due at a rate of 4% per annum above LIBOR for the period such sums remain unpaid, and in addition IMD shall be entitled to be reimbursed for any reasonable costs that may be incurred by IMD in recovering such sums. |
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| 5.6 |
For the avoidance of doubt the Supplier shall be solely responsible for the payment of all air time fees and charges payable to any Broadcaster including without limitation cancellation fees and late copy surcharges unless the fee/surcharge is imposed due to a failure by IMD to deliver a Commercial on time in circumstances where such Commercial has been delivered by FTP Delivery and in the Required Formats on time and its Instructions have been duly delivered to IMD by Web Order on time by the Supplier. |
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| 6. |
Security and Confidentiality |
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IMD will ensure that both the Website and the IMD System are operated with a view to maintaining the full security and confidentiality of Commercials and Instructions but IMD will have no further obligations or liability in respect of maintaining security or confidentiality and in particular but without limitation IMD cannot accept any liability in respect of any breach of security or confidentiality arising out of (i) the delivery of a Commercial to IMD via FTP Delivery and/or the submission of Instructions to the Website or (ii) the operations of the owner(s) of the telecommunications lines used by the IMD System or (iii) as a result of anything done or not done by the Broadcasters on receipt of any Commercial or Instructions. |
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| 7. |
IMD Indemnity |
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IMD agrees to indemnify the Supplier for any loss or damage suffered by the Supplier as a result of a failure by IMD to deliver a Commercial and/or its Instructions within the deadlines specified on the Website PROVIDED THAT: |
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(a) |
this indemnity shall not apply if the Supplier has not delivered the Commercial in the Required Formats by FTP Delivery, or has not submitted all necessary distribution Instructions by Web Order, in either case within the required deadlines; and |
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(b) |
this indemnity shall be limited to an amount equal to any air time cancellation charges and/or late copy surcharges incurred by the Supplier as a direct result of the failure noted above; and |
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(c) |
the Supplier agrees that the indemnity provided under this clause 7 shall be the Supplier's sole remedy in respect of the failure referred to above. |
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| 8. |
Supplier's Indemnity |
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The Supplier agrees to indemnify IMD in respect of any loss, liability, claim costs or damages arising out of the receipt, distribution or broadcast of any Commercial or (as relevant) its Instructions or arising out of the fact that any Commercial or Instructions (or any part of them) or their receipt, distribution or broadcast: |
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(a) |
infringes any copyright or other intellectual property rights or any privacy, publicity, personality and/or confidentiality right of any party; or |
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(b) |
gives rise to any action for libel or defamation; or |
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(c) |
is contrary to any statutory or common law principle or infringes any other applicable rules or codes of practice; or |
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(d) |
is shown to be the cause of any loss or damage referred to in clause 1.5 above. |
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| 9. |
Changes to Terms and Conditions |
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IMD reserves the right to make changes to these Terms and Conditions at any time and the revised Terms and Conditions will apply as from the date they appear on the Website. The receipt of a distribution order following any changes to these Terms and Conditions shall be deemed acceptance of the changes. |
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| 10. |
Miscellaneous |
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| 10.1 |
Each party acknowledges that it has not relied on or been induced to agree to these Terms and Conditions by any representation (unless a fraudulent representation), warranty or undertaking other than those expressly set out in these Terms and Conditions. A modification of these Terms and Conditions may only be made in accordance with Clause 9 above. For the purpose of the Contracts (Rights of Third Parties) Act 1999 nothing in these Terms and Conditions shall confer or is intended to confer upon any third party any rights or any benefits for any purpose. |
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| 10.2 |
In the event that any provision of these Terms and Conditions shall be held to be illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction such provision shall be severed herefrom and the remainder of these Terms and Conditions shall be deemed in full force and effect. |
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| 10.3 |
The Supplier shall not be entitled to assign, transfer or sub-license any of its rights or obligations hereunder. |
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| 10.4 |
No failure on the part of IMD to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof. |
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| 10.5 |
IMD shall not be liable for any inability to deliver any Commercial or Instructions or for any delay to such delivery in either case by reason of events beyond the reasonable control of IMD such as (for example but without limitation) events of force majeure. |
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| 10.6 |
Any notice to be given hereunder must be in writing and delivered by first class recorded delivery post to the party at its principal business address and shall be deemed served on the second business day after posting. |
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| 10.7 |
These Terms and Conditions shall be read and construed in accordance with the laws of England and the Supplier agrees to submit to the jurisdiction of the English Courts. The rights of IMD hereunder shall be additional to any rights arising at common law or otherwise. |
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Questions?
Shelby Akosa
Director of Sales
Philippa Simmonds
Director of Broadcast Operations
Radio Bookings Team
To place an order, please contact Lucy C, Dominique, or Kerry who will be happy to help.
 Contact Info
| Tel: |
(020) 7468 6600 |
| Fax: |
(020) 7468 6869 |
| Email: |
radio@imdplc.com |
| Hours: |
Mon to Fri
9:00am to 6:30pm. |
 Secure & Dependable
With IMD's secure digital distribution system you can be certain your campaign arrives at the right stations in minutes.
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