“Advertising Agent” means the company referred to as such on the First Page and appointed as such for the exclusive establishment, operation, service, and maintenance of the Advertising Program at the Mall.
“Agreement” means these Terms and Conditions along with the First page and any appendices attached to it.
“Advertisement(s)” means any image and/or representation of products and/or services and/or information on any kind of media.
“Advertiser” means the individual advertiser, or any advertising house as defined on the First Page.
“Advertising Program” means the program of Advertisements that Advertising Agent has the exclusive right to establish, operate, service and maintain.
“Advertising Space” means the space whereby the case code/location/unit code and description of the location that the Advertisements will be placed.
“Commencement Date” means the date that this Agreement comes into force.
“First Page” means the First Page attached to these Terms and Conditions and together they form part of the same Agreement.
“Initial Term” means the agreed period of time for which this Agreement shall be valid.
“Mall” means the shopping mall defined on the First Page.
“Mall Company” means the company defined on the First Page.
“Monthly Fee” means the agreed monthly fee for the license provided to the Advertiser, payable by the Advertiser for the use of the Advertising Space for placing Advertisements.
“Prepaid Amount” means the amount shown on the First Page and payable prior to the Commencement Date.
“Renewal Term” means the period of time for which this Agreement can be valid after any renewal, beyond the Initial Term.
“Total Agreement Fee” means the total fee of this Agreement.
“Total Monthly Fee” means the total monthly fee of all Advertising Spaces together.
2. SCOPE OF THE PRESENT AGREEMENT:
The Advertising Agent hereby provides the Advertiser with a license to use the Advertising Space specified on the First Page exclusively through the Advertising Agent for installation and maintenance of Advertisements, subject to these Terms and Conditions.
The Initial and Renewal Term and the Commencement Date of this Agreement are specified on the First Page. This Agreement becomes effective upon signing hereof, regardless of the payment status of the Advertiser.
Every party has the right to terminate this Agreement with ten (10) days prior written notice with termination becoming effective the last day of the Initial or Renewal Term accordingly. In any case the Advertising Agent retains the right to terminate this Agreement at any time for security, safety and operational reasons, with termination becoming effective immediately and to invoice the Advertiser regarding any amount due up until the date of termination. In case that the Advertiser terminates this Agreement for any reason, it will be liable to compensate Advertising Agent for the remaining time of the Initial or Renewal Term as the case may be. The present constitutes a condition to this Agreement.
(a) The Total Monthly Fee is specified on the First Page and shall be invoiced by the Advertising Agent and shall become due and payable in full within thirty days (30) days from the date of issue, regardless of whether Advertiser timely provides to Advertising Agent the graphics or artwork for which Advertiser is responsible.
(b) The Prepaid Amount is specified on the First Page and shall be invoiced by the Advertising Agent and shall become due and payable prior to the Commencement Date.
(c) Advertiser will be charged additional amounts for the cost of change-out of Advertisement/s. The Total Monthly Fee and any additional amounts, as defined hereinabove, shall be paid to Advertising Agent’s bank account as specified on the invoice of the Advertising Agent or to any other account that Advertising Agent may indicate.
The Advertiser undertakes, at its own cost to prepare and deliver to the Advertising Agent the artwork of the Advertisement(s), in accordance with the specifications provided by the Advertising Agent. Advertising Agent shall install the Advertisement(s) within ten (10) working days from receipt or from the applicable Commencement Date, whichever is later, provided that the conditions of paragraph (5) above have been satisfied.
The Advertisement(s) shall be non-political in nature, suitable for viewers of all ages and shall not have content which is in any way against the Cyprus laws. All Advertisements are subject to discretionary approval by the Mall Company and may be subject to removal upon its order. The Advertising Agent shall in no way be responsible for any such action and any of the Total Monthly Fee due by the Advertiser for the period in issue will not be refunded either totally or partially.
A. The Advertiser shall:
(i) Be the owner of, and be responsible of, its Advertisements;(ii)Be responsible and liable for the content of its Advertisements;(iii) Comply with all applicable laws, statutes and regulations;(iv) Indemnify, hold harmless and defend the Advertising Agent, their officers, employees, directors and agents, against all suits, claims, actions, causes of action, losses, liabilities, costs and expenses (including attorneys’ fees) on account, of any advertising content or arising from advertising use of the Advertising Space.
B. The Advertising Agent shall:
(i) Be responsible for replacing any Advertisements damaged while being physically handled, installed or removed by its personnel or agents;(ii) Operate the Advertising Space in cases when it is a digital medium during the operating hours of the Mall and reserve the right to maintain and service the digital media equipment for the remaining non-operating hours and/or during the operating hours of the Mall as they are published by Mall Company from time to time.
(a) The Advertising Agent reserves the right to postpone providing any Advertising Space and installation of the Advertisements by one week for technical reasons. Should it fail over a period of fifteen (15) consecutive days to provide any of the Advertising Spaces set forth in this Agreement or should installation of any Advertisement/s be delayed due to the sole fault of the Advertising Agent, the Advertiser shall be entitled to an appropriate credit note calculated at a pro rata basis for the affected period. If there is more than one Advertising Spaces specified in this Agreement or if this Agreement refers to multiple Spaces, then, for the purpose of calculating the credit note, the agreed Total Agreement Fee will be taken into consideration. If any Advertising Space is hampered permanently or temporarily or is rendered unavailable for other reasons than those mentioned herein below, the Advertising Agent reserves the right to replace it to suitable space of comparable visitors’ exposure provided that the prior consent of the Mall Company is secured. If there is no alternative space available, the Advertiser will receive an appropriate credit note. Advertiser may not claim compensation or cancel orders as a result of the changes specified hereto. The Advertising Agent reserves the right to leave Advertisements on display even after the end of the Initial and/or the Renewal Term. (b) In case that, any law, regulation, order, loss of contract right, force majeure, including pandemics, or any other reason beyond the control of the Advertising Agent, shall prevent the use by the Advertising Agent of the said Advertising Spaces, then Advertising Agent shall issue an appropriate credit note calculated at a pro rata basis for the affected period. (c) Upon any breach of this Agreement by the Advertiser that continues after ten (10) days’ notice and opportunity to cure, Advertising Agent shall have the right to terminate this Agreement and to claim legal damages. Advertising Agent may exercise any or all remedies available at law or equity, each remedy being cumulative. No exercise of any remedy shall be considered an election to forgo or waive any other remedy. Upon breach of this Agreement by the Advertiser, Advertising Agent may claim any amounts that remain outstanding, assess late charges of maximum interest rate permitted by law, assess any collection costs including reasonable attorney’s fees (agreed to be a minimum of 1/3 of the balance due) and/or retain possession of the Advertisement/s. In addition to and without limiting the above, Advertising Agent may terminate this Agreement at any time and without notice for failure of the Advertiser to timely pay the Total Monthly Fee.
9. FINAL PROVISIONS:
(a) This Agreement binds the Advertiser and Advertising Agent, their heirs, executors, administrators and assignees;
(b) All transactions will be effected in Euros;
(c) Any notice to be served by any party pursuant to this Agreement shall be by registered post, or email, or fax to the parties’ last known address;
(d) In case of breach of agreement, the Courts in Nicosia will have exclusive Jurisdiction, the applicable law being the Cyprus Law;
(e) Should any term or condition contained in this Agreement be invalidated by law, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law;
(f) Any party in breach of this Agreement shall be liable to the payment to the other of damages in respect thereof;
(g) Advertising house, (where applicable), warrants and represents that it is authorized to, and do hereby, bind and obligate itself as well as the individual Advertiser to the terms and conditions of this Agreement;
(h) This Agreement contains all terms and conditions and the entire understanding of the Advertiser and Advertising Agent with respect to the subject matter hereof, and no oral representations shall be binding.