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Terms & Conditions

1. DEFINITIONS

  • “Advertiser” means any person, firm or company who, as an independent media buyer, places an order and enters into an agreement with TransportingAds.

  • “Advertising” means the advertising content and application to be provided by TransportingAds in curtain and vinyl format to be displayed on trucks & trailers.

  • “Advertising Agency” means any person, firm or company recognised as an Advertising Agency who places an order and enters into an agreement with TransportingAds.

  • “Advertising Copy” means any advertising material in curtain and vinyl format intended for display on behalf of the Principal.

  • “Agreement” means a legally binding agreement between the Parties consisting of an Advertising Agreement and/or any other terms agreed in writing/email between the Parties from time to time.

  • “Agreement Date” means the date that the Agreement between the Parties was made.

  • “Campaign Term” means the period during which the Advertising Copy is to be displayed in accordance with the Advertising Agreement.

  • “Fee” means the consideration payable by the Principal for the display of Advertising Copy on the agreed Truck(s) & Trailer(s) throughout the Campaign Term as set out in the Advertising Agreement.

  • “TransportingAds” means any of TransportingAds and any of their related parties.

  • “Order” means an order placed by the Principal for the display of Advertising Copy (which is subject always to the Terms and Conditions).

  • “Campaign Term Extension” means the display of the relevant Advertising Copy on Truck & Trailer(s) for a period of time that is beyond the Campaign Term  of the Advertising Copy that is required to display in accordance with the Agreement.

  • “Tracking Data” means the campaign tracking data provided to prove the delivery of the campaign during the Campaign Term.

  • “Principal” means any Advertiser or Advertising Agency, and shall include their successors in title and agents, who place an Order with  and as such is liable for payment of Advertising Copy.

  • “Logistic Company” means the person, firm or company with whom  has a concession to display advertising on their property.

  • “Locations/Routes” means the locations or routes which the Logistic Company shall display the Advertising Copy in accordance with the  locations or routes in the advertising agreement.

  • “Terms and Conditions” means the terms and conditions set out in this document. This document is referenced on Advertising Agreements and will be available for public view on www.transportinads.co.uk

  • “Working Day” means any day from Monday to Friday inclusive except any UK Bank Holiday or UK Public Holiday.



2. APPLICATION OF THESE TERMS AND CONDITIONS

  1. The Principal shall be ultimately responsible for the payment of Fees and shall be deemed to have full authority in all matters connected with the placing of the Order and the approval or amendment of Advertising Copy. A media agency or specialist media buyer shall be regarded for all purposes as the Principal. For the avoidance of doubt, every Order placed by an Advertising Agency will be for a specified Advertiser, and any change to the Advertiser must be agreed in writing.

  2. The Terms and Conditions together with any additional terms set out in the Advertising Agreement will be legally binding on  and the Principal in respect of each Order submitted by the Principal one (1) Working Day after the date of the Advertising Agreement unless:

    1. the Principal notifies  of an objection to the Advertising Agreement within such period; or

    2. a shorter timescale is agreed in writing between the Parties.

  3. For the avoidance of doubt, failure by the Principal to return a signed Advertising Agreement will not prejudice the terms of the Agreement. Any performance by  will be deemed to be subject to the Terms and Conditions.

  4. Any Orders accepted shall only be used for displaying the Advertising Copy supplied in relation to the Advertising Agreement.




3. DISPLAY OBLIGATIONS

  1. TransportingAds will (subject to Clause 2 above) unless otherwise agreed in writing, display Advertising Copy at the number of Truck & Trailer(s)s as stipulated in the Advertising Agreement, in accordance with the Campaign Term and subject to Clause 4, and from time to time as necessary renew them with Advertising Copy to be provided by or at the expense of the Principal.

  2.  will provide the Principal, upon request and once a month, with Tracking Data (in report form) in relation to an Order and its related Advertising Copy.

    • The Principal may share the Tracking Data provided by TransportingAds with Clients, Agencies and Media Auditors when deemed necessary, provided that the data cannot be shared with any other third parties without written consent from .

    • The Tracking Data is to be used to confirm ’s delivery of Advertisement in accordance with a Advertising Agreement only, and cannot be aggregated across multiple campaigns to provide data on historical market trends, or used to influence future pricing or purchasing decisions by any party. If the data is used in this manner (by any party)  will view this a material breach of these Terms and Conditions, for which damages may not be an adequate remedy and may, in addition to any remedies available to it at law, seek injunctive relief.

  3. In calculating the value of Advertising Copy displayed in connection with the Agreement (including for the purposes of calculating the value of Campaign Term Extension or any compensation based on failure to display the agreed value of Advertising Copy) the Fees set out in the Advertising Agreement (or Fees on which a price set out in the Advertising Agreement have been calculated) will be applied. Where the Advertising Agreement identifies specific Truck & Trailer(s)s at which Advertising Copy is to be displayed.

  4. TransportingAds reserves the right to use its discretion to substitute the planned Truck & Trailer(s) for other Truck & Trailer(s) of a similar size where the planned Truck & Trailer(s) are not available or  otherwise considers this is necessary or desirable. If no Truck & Trailer(s) of a similar quality are available, TransportingAds, at its sole discretion, either (a) refund the pro-rated part of the Fee that relates to the missing Campaign Term in which case it will have no further obligation to display that Advertising Copy; or (b) provide an Campaign Term Extension to the Principal with an equivalent value to value of the missing Campaign Term for the Advertising Copy that is not, or is no longer, displayed.

  5. The Principal cannot under the Advertising Agreement change the Advertising Copy displayed on the Truck & Trailer(s) due to the nature of theAdvertising Copy production. The Advertising Agreement stipulates Campaign Term Start and End dates. Start date for a new or Extended campaign, will be provided by TransportingAds in the Agreement. 

  6.  Advertisers may have the option of renewing their original Advertising Copy at a reduced price. (While renewals are not guaranteed, it is  general intent to give Advertisers the “right of first refusal” on contracted advertising space.) 

i.  If the above advertising space is available to Advertiser for renewal, TransportingAds will disclose all terms and reduced fees for renewal in writing by an agreed date.

ii. Extended Campaigns Terms using the original Advertising Copy will be offered at a much reduced rolling monthly contract.

  1. The Fees include the maintenance and repairs of the Advertising Copy on the Truck & Trailer(s) to keep them in good condition.

  2. TransportingAds will provide photographs of displayed Advertising Copy on the Truck & Trailer(s) at the start of the Campaign Term.

  3. The display by TransportingAds of the Advertising Copy on any Truck & Trailer(s) shall be subject to any prohibitions that may be set by the relevant Logistic Company and owner of the Truck & Trailer(s). In the event that Advertising Copy is not able to be displayed on a Truck & Trailer(s) due to such Logistic Company prohibitions,  shall use all reasonable efforts to substitute the Truck & Trailer(s) for an alternative Truck & Trailer(s) in accordance with clause 3d above.

  4.  shall have the right to approve any Advertising Copy prior to display, and may refuse any Advertising Copy if, in its reasonable opinion, the Advertising Copy may be considered (amongst other things) offensive, obscene, blasphemous, racist, sexist, abusive, inappropriate or contrary to any advertising guidelines or regulations.

    • nce or repair work to the screen is unforeseen or emergency work,  will inform the Principal of such work as soon as reasonably practicable.

    •  shall use reasonable endeavors to ensure that any maintenance, repair or upgrade of the screen is carried out efficiently and within as short a period of time as practicable.

    •  shall use its reasonable endeavours to limit any physical obstruction that may affect the visibility of Advertising Copy being displayed on the screen.

    • The Principal acknowledges that  shall not be in breach of these provisions where a cradle or scaffolding is being used to access the screen or the surrounding areas and/or any obstruction is caused, or where otherwise required for construction, road or pavement works or general works, redevelopment, refurbishment or rebuilding works being carried out in connection with Piccadilly Lights (provided that the owner of Piccadilly Lights shall use reasonable endeavors to limit any obstruction to the screen when such works are being carried out).

    •  reserves the right to make changes to the Advertising Copy display rotation and from time to time, may offer an Advertiser upto one hours full ownership of the display rotation.  The Principle acknowledges that it shall not be in breach of these display obligations for any loss of Advertising Airtime under these circumstances.



4. SUPPLY OF MATERIAL

  1. All Advertiser artwork/design and quality is the Advertiser’s responsibility that must be supplied in Vector format and adhere to clause (6)

  2. All Advertising Copy (subject to any other terms in the Advertising Agreement) is to be supplied by TransportingAds in the format(s) and to the place(s) specified by , and no later than the agreed Deadline. 

  3. All Advertising Copies shall be produced and supplied by TransportingAds in accordance with the Production Specifications of the particular Truck & Trailer(s).

  4. In the event that the Parties agree on design proof, TransportingAds will undertake production of the Advertising Copy within 7 days.

  5. TransportingAds shall be supplied with Advertising Copy in accordance with the Production Specifications so as to enable  to maintain the display in good condition.

  6. Should the Principal fail to deliver an Advertising Copy in accordance with this Clause 4  is not obliged to display the undelivered Advertising Copy but the Principal shall, nonetheless, be liable to pay the corresponding Fees.  will use reasonable endeavours to display the undelivered Advertising Copy but without any commitment to meet the Campaign Term Start Date.

  7. A part delivery of the Advertising Copy or a delivery not meeting the Production Specification or the provisions of this Clause 4 shall be deemed to be no delivery for the purposes of this Clause.

  8. Delivery of Advertising Copy shall not be deemed to have been made if any proposed bespoke posting instructions have not been finalised and given to and received by .

  9. Any Advertising Copy used during a campaign shall be disposed of in such manner as  shall decide, unless agreed otherwise at the time of Advertising Agreement.

  10. The Advertiser expressly permits  to photograph the Advertising Copy on all Truck & Trailer(s)s and use such photographs in any and all marketing materials.

5. INVOICING AND CHARGES

  1. Invoices will be issued 30 days prior to the start of the Campaign Term.

  1. Invoices see clause 3(f) will be issued at the end of the calendar month in which the Advertising Copy is still displayed.

  1. Payment of Fees are due in accordance with the Payment Terms. If Fees are not paid in accordance with the Payment Terms TransportingAds may, without prejudice to any other remedy it may have and without prejudice to Principal’s obligation to pay the Fees, refuse to display any Advertising Copy or withdraw currently displayed Advertising Copies.

  2. Original invoices shall be sent to the Principal for payment by the Principal unless otherwise expressly agreed between the Parties in writing. Where  has been notified by the Principal in writing that a third party has been appointed by the Principal, invoices will be sent to the Principal’s third-party and shall clearly identify the Principal for whom the third-party is acting.

  3. In the event of failure to comply with any of the provisions of this Clause 5,  reserves the right to require any other Order to be dealt with in accordance with revised payment terms.

  4. In respect of any Fees not received by the Media Owner in accordance with the Payment Terms the Principal will be liable to pay to the Media Owner interest at a rate of 4% above the published base rate for Lloyds Bank plc from time to time.

  5. In the event of an unpaid account your account information held may be shared with our appointed Debt Collection Agency/Solicitors.

6. WARRANTIES, LIABILITY AND INDEMNITY

  1. The Principal warrants and undertakes that:

    • all Advertising Copy will comply with all statutory and legal requirements and regulations from time to time in force including the British Code of Advertising Sales Promotion and Direct Marketing.

    • They will be responsible for obtaining and paying for all necessary licenses and consents for the posting and/or displaying and/or reproduction of any Advertising Copy or copyright material contained in or the appearance of any person in the Advertising Copy; and

    • no Advertising Copy will breach the copyright or other intellectual property rights or be defamatory of any third party; and

    • no Advertising Copy will, or may be likely to, bring either TransportingAds and Logistic Company or any of ’ customers or clients, into disrepute.

  2. The Principal will indemnify and keep indemnified  (in respect of itself and its employees, directors, subcontractors and agents) against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liability (including legal fees) incurred and arising from any breach of the above warranties or in any manner whatsoever.

  3.  shall have the right to refuse to display or to continue to display any Advertising Copy which does not or which in ’s opinion may not comply in all respects with the Principal’s warranties and undertakings detailed in Clause 6(a) above. In such event  shall not be liable to the Principal for any damage loss or expense whatsoever and in addition to any remedy and/or damages and/or loss that may be claimed by the Principal, the Fees corresponding to display of such Advertising Copy will not be refunded.

  4.  reserves the right not to display Advertising Copy or to remove a display of Advertising Copy at any time if in its absolute discretion,  believes the Principal and/or the Advertising Copy is not in compliance with the warranties in Clause 6(a) above. In such an event, TransportingAds shall not be liable to the Principal for any damages, losses, costs or expenses whatsoever incurred by either the Principal or the Advertiser.

  5.  liability to the Principal for the failure to display (In the unfortunate event the vehicle advertising the product is written off or damaged beyond repair), as required by the Agreement, the agreed value of Advertising Copy during the Campaign Term of the relevant advertising campaign will be limited to an amount calculated in accordance with the following formula:

    • For example, if the Agreed Value of a campaign is £10,000 and a campaign delivery is found to be at 92.5%, the limit on liability for that campaign will be £750 (i.e., £10,000 x (1 – 92.5%) = £750) and will be refunded or credited to the Advertiser. 

  6.  may elect to satisfy any liability to the Principal by providing Campaign Term Extension of Advertising Copy of the equal value to such liability or, if agreed between Parties, such Campaign Term Extension shall be determined by  and may take place during the Campaign Term and may involve the display of Advertising Copy on a substitute Truck & Trailer(s).  Any such remedy will constitute a good discharge of ’s liability

  7. The due performance of any Agreement is subject to suspension, variation or cancellation by  (in whole or in part) owing to Acts of God, strikes, lockouts, legal restrictions, power supply failures, or the loss of any Truck & Trailer(s) which were included in the Agreement or for any other reason beyond ’s control. 

  8. TransportingAds’ liability in connection with any Order (whether in contract (by way of indemnity or otherwise), tort (including negligence), misrepresentation, breach of statutory duty, restitution or otherwise) shall in no event exceed the amount of the Fees payable under this Agreement in respect of the Order.




7. CANCELLATION AND TERMINATION

The Principal may cancel an advertising campaign under the Agreement by giving notice in writing to  before the relevant Campaign Term Start Date, in which case the cancellation will be on the following basis;

  1. Notice of cancellation is provided within 7 Days of the Agreement Date; 100% of the Fee is due; plus payment of any production costs incurred by TransportingAds.

  2. Notice of cancellation is provided within 30 Days of the Agreement Date, but more than 7 days; 60% of the Fee is due; plus payment of any production costs incurred by TransportingAds.

  3. Notice of cancellation is provided more than 31 Days after the Agreement Date, 100% of the Fee is due; plus payment of any production costs incurred by TransportingAds.

  1. The Principal may cancel an advertising campaign under the Agreement by giving written notice to  on or after the relevant Campaign Term Start Date, but if it does campaign must be paid in full, unless otherwise agreed in writing by .

  2. Where the Principal has cancelled a campaign or been deemed to have cancelled a campaign, TransportingAds shall be entitled to resell the agreed Truck & Trailer(s) advertising space to third parties irrespective of whether the Principal had complied with the payment obligations for cancellation.

  3.  may terminate the Agreement forthwith by notice in writing to the Principal if:

    1. the Principal shall become bankrupt or commit an act of bankruptcy or make any assignment for the benefit of his creditors or enter into any arrangement with his creditors or being a company shall become insolvent or if any petition for the winding up or administration of the company is presented or if any other step is taken for the purposes of the appointment of an administrator or an administrative receiver of the company or if any steps are taken or negotiations commenced by the company or by any of its creditors with a view to proposing any kind of compositions, compromise or arrangement involving the company and its creditors; or

    2. the Principal ceases, or in TransportingAds’s reasonable opinion threatens to cease, to carry on business;

    3. if any monies to be paid by the Principal to  shall be in arrears for 30 days; or

    4. if there has been a breach by the Principal of any terms of the Agreement; or

    5. in the circumstances described in Clause 12.

  4. TrnsportingAds at the end of the Campaign Term will be responsible for removal and recycling of the Advertising Copy.

8. CONSEQUENCES OF TERMINATION

  1. Following termination of the Agreement the Principal will pay forthwith all outstanding Fees (plus interest, in accordance with Clause 5(e), above).

  2. Any termination of the Agreement and payment of Fees due shall be without prejudice to any other right of action or remedy which  may be under the Agreement or at law.

  3. In the event of termination under Clause 7,  may continue to display any Advertising Copy and may enter into any agreements with third parties as considered appropriate to secure payment for continuing such display.

  4. In the event of a termination by  in accordance with Clause 12,  shall be entitled to be paid by the Principal the full Fee for the Truck & Trailer(s) Advertising Copy in question up to and until the time at which the display is discontinued together with any other Fees due and owing by the Principal to , but  shall not be liable to pay any damages losses or expenses to the Principal as a result or in respect of such suspension, variation or cancellation.

9. VALIDITY

If any provision of these Terms and Conditions or the Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provision of these Terms and Conditions and/or the Agreement and the remainder of the affected provisions shall continue to be valid.


10.   NOTICES

  1. All notices under this Agreement will be in writing.

  2. Notices shall be deemed to have been duly given:

    1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

    2. when sent, if transmitted by fax or email; or

    3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

    4. on the tenth business day following mailing, if mailed by airmail, postage prepaid, in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party in writing.

11. NOVATION

Neither  nor the Principal may assign, transfer, charge or part with all or any of its rights and/or obligations under the Agreement.

12. REMOVAL FOR PURPOSES OF TRUCK & TRAILER(S) OWNER’S UNDERTAKING

If the Truck & Trailer(s) Owner at any time in its absolute discretion requires the display of Advertising Copy on his property to be pre-approved or interrupted or discontinued then TransportingAds may not install or interrupt or discontinue such display of Advertising Copy without prior notice to the Principal and upon any such action of the Truck & Trailer(s) Owner  may terminate the Agreement whether wholly or in part notwithstanding anything herein contained. In the event of such termination, ’ liability is limited as outlined in Clause 8(d) above.

13. ORDER OF PRECEDENCE

In the event of any conflict between the Terms and Conditions and an Advertising Agreement, the provisions of the Advertising Agreement shall prevail.

14. JURISDICTION AND GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with English Law and the Parties agree to the jurisdiction of the English Courts in relation to any conflict.

15. AGENCY/PARTNERSHIP

The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

16. VARIATION

 reserves the right to revise these Terms and Conditions from time to time.  will post any revised Terms and Conditions on the oceanoutdoor.com website and the Principal should check this website for notice of any such revisions. The Principal’s continued placement of an Order after such revision has been made will be deemed an acceptance by the Principal of the Terms and Conditions existing at the time.

17. ENTIRE AGREEMENT

The Agreement contains the whole agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings between the Parties relating to that subject matter. Accordingly, all prior agreements, whether or not agreed or offered and all conditions and warranties whether express or implied, statutory or otherwise and all representations, statements, negotiations, understandings, and all undertakings either written or oral are superseded by the Agreement (save only in respect of liabilities which have accrued in respect of any such prior agreements which are so superseded) and the parties hereby acknowledge that no reliance is placed on any such representation made but not embodied in these documents.

18. COMMISSIONS

The Principal confirms that it is satisfied that all parties with whom it deals (including advertisers and agencies it deals with directly) in the outdoor advertising market are aware of the fee and rebate arrangements which operate within that market.

19. WAIVER

No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Agreement. No right, power or remedy in the Agreement conferred upon or reserved for either party is exclusive or any other right, power or remedy available to that party.

20. CONFIDENTIALITY

  1. Each party will maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party’s Confidential Information other than as necessary for the performance of its rights and obligations under the Agreement or in order to comply with its legal, statutory or regulatory obligations. “Confidential Information” shall mean in relation to the other party, information (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities which is not in the public domain and which:

    1. is marked as confidential or proprietary;

    2. the receiving party is advised is of a confidential nature; or

    3. due to its character or nature, a reasonable person in a similar position under similar circumstances would be treated as confidential.

  2. ’ Confidential Information will include the Fees payable under the Agreement.

  3. Reference to and the use of data and insight derived from Facial Detection and Vehicle Detection Technology cannot be used publicly without the express permission of . All data is authorised and is fully GDPR compliant, however due to sensitivity surrounding the use of data, the media owner reserves the right to approve all external communication regarding facial detection and Vehicle Detection Technology.

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