Xelsion
1. Introduction
These terms and conditions together with the Client Agreement (see definition), are legally binding and contain the agreement between the Client and Xelsion Ltd relating to the digital media services supplied by Xelsion Ltd.
The Client’s confirmation (in writing) to Xelsion Ltd of the Client Agreement will constitute the Client’s acceptance of, and agreement to be bound by, these terms and conditions and the Client Agreement. These terms and conditions and the Client Agreement may only be amended to the extent agreed in writing by Xelsion Ltd. In the event of any conflict between these terms and conditions, and the Client Agreement, the Client Agreement will prevail.

1.1 In these terms and conditions and the Client Agreement, unless the context otherwise requires:

a. a reference to the ‘ parties’ is a reference to Xelsion Ltd and the Client;
b. a reference to any Legislation or Applicable Laws includes a reference to that Legislation or Applicable Law as amended, re-enacted, replaced or modified from time to time and any subordinate legislation made from time to time under it;
c. a reference to ‘writing’, or any cognate expression, is a reference to any mode of representing or reproducing words in a visible, non transitory form including fax and e mail;
d. a reference to a clause is a reference to a clause of these terms and conditions;
e. a reference to a person includes an individual, firm, partnership, business division, joint venture, agency, trust, association, body corporate, Xelsion Ltd, company, committee, organization and any other entity whether or not having a separate legal personality;
f. any phrase introduced by the terms ‘including’ or ‘in particular’, or any cognate expression, will be construed as illustrative and not limiting of any preceding words;
g. and where an order is made under the Deregulation and Contracting Out Act 1994 which authorises a person (‘the first person’) to exercise any functions of another person (‘the second person’) any reference in this Agreement to the second person will include a reference to the first person.

1.2 The headings in this Agreement are for convenience only and will not affect its interpretation.
1.3 For the purposes of calculating page impressions Xelsion Ltd shall use such measurement service or mechanism as it deems appropriate.

2. Agency clients

Where the Client is an Agency, the Agency will be deemed to contract as principal in all respects and not as agent on behalf of its clients and as such it will be responsible for the payment of all amounts due to Xelsion Ltd and the performance of all other obligations under the Agreement.

3. Acceptance, delivery and display of advertisements

3.1 Any Creative for display on the Web sites will only be displayed if it is approved by Xelsion Ltd in its absolute discretion, satisfies its technical requirements from time to time and complies with Applicable Laws. Details of Xelsion Ltd’s technical requirements form part of these terms and conditions and are available upon request and the Client will comply with and be bound by such requirements. In particular, it is a condition of acceptance of a creative by Xelsion Ltd that it complies with Applicable Laws and reflects the spirit, not just the letter, of all Applicable Laws. It is the responsibility of the Client to procure that all creatives satisfy Xelsion Ltd’s technical requirements and comply with Applicable Laws and reflect the spirit, not just the letter, of all Applicable Laws.
3.2 Xelsion Ltd reserves the right to involve a third party in the approval of creatives and may require that all Creatives are submitted to such third party for approval prior to delivery to Xelsion Ltd for display and that the Client and Creatives comply with the requirements or guidelines of such third party. It is the responsibility of the Client to procure the approval of all such third parties and to procure that all Creatives comply with the requirements and guidelines of such third parties. The Client agrees that it and all Creatives will comply with such requirements and guidelines.
3.3 Xelsion Ltd has the right, in its absolute discretion to decline to display, omit, suspend, reject or cancel any Creative or remove any Creative from any of the Web sites for any reason whatsoever.
3.4 Creatives must be delivered to Xelsion Ltd together with all materials required for the displaying of the Creatives on the Web sites (in accordance with any instructions, technical requirements or other specifications which Xelsion Ltd may require from time to time) not less than 5 Working Days before the Launch Date. It is the responsibility of the Client to procure that Creatives are delivered no later than this time. Delivery of Creatives to Xelsion Ltd will not be deemed to have taken place unless and until the requirements of this Agreement have been complied with.
3.5 In the event that Xelsion Ltd exercises its absolute discretion to refuse to grant its approval of a creative other than in circumstances to which clauses 3.1, 3.2 or 3.4 applies, the Client will not be liable for the cost of the relevant page impressions referred to in the Client Agreement.
3.6 Xelsion Ltd will have no liability in respect of any Loss arising out of or in connection with the application of any of the provisions of this clause 3 or Xelsion Ltd’s refusal to approve a creative for any reason.
3.7 Xelsion Ltd will use its reasonable endeavours to adhere to but will not be liable for any failure to comply with those Campaign Instructions.
3.8 A Client may not change a creative (including from one product to another) after it has been approved in accordance with this clause 3 without obtaining written approval of such change from Xelsion Ltd in accordance with this clause 3.
3.9 to use any content provided by the Client for the purpose of enabling Xelsion Ltd to perform its obligations under this Agreement; and to market, display, perform, transmit and promote the Creative on the Web sites.
3.10 In the event that a creative does not comply with Applicable Laws or any Competent Authority requires the removal of any Creative, Xelsion Ltd reserves the right to remove the Creative from the Web site at any time without notice to the Client and to charge the Client in full for all page impressions referred to in the Client Agreement and Xelsion Ltd shall not have any liability to the Client in respect of any Loss arising out of or in connection with such removal.
3.11 Xelsion Ltd reserves the right in its absolute discretion to remove any Creative from the Web site at any time without notice to the Client and in the event Xelsion Ltd exercises such discretion and removes a creative in circumstances where clause 3.10 does not apply the Client shall be entitled to a pro rata refund of any charges it has paid but Xelsion Ltd shall not have any liability to the Client in respect of any other Loss arising out of or in connection with such removal.

4. Creative design & development service

In the event that a Client wishes to use Xelsion Ltds creative design and development services the following terms apply:
4.1 Quoted costs are based on anticipated creative, time and production requirements according to previous experience and typical processes, as well as Client co-operation in the provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this, and the Client would be made aware of this in advance.
4.2 Costs provided allow for a maximum of two rounds of Client amends. Any amends during build/testing stage will incur additional costs and will be treated as a change request. Should Xelsion Ltd need to allocate more resource we will notify the Client once 80% of the budget is used.
4.3 Any anticipated completion date provided by Xelsion Ltd is subject to Client co-operation in provision of information, resource (logos, images etc) and approval. Xelsion Ltd will do its best to ensure that agreed timelines are adhered to, but please be aware that any amends requested, or additional requirements may potentially result in delays. Xelsion Ltd will not be held liable if the project over-runs due to delays caused by the Client passing information or approval, or any third party issues or force majeure.
4.4 At the end of each stage of the process the Client must sign-off their approval. No further development can be undertaken until Xelsion Ltd is in receipt of written approval. Any amends to work after sign off may incur additional charges for further time spent.
4.5 Until payment is received in full, all designs, artwork and rights to design and artwork remain the intellectual property of Xelsion Ltd. Full copyright and ownership of all commissioned work will reside with Xelsion Ltd until full payment has been received, at which point Xelsion Ltd will surrender to the Client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). Xelsion Ltd reserves the right to use the work for promotional purposes in its marketing portfolio.
4.6 Xelsion Ltd will never knowingly infringe any copyright or trademark and will deliver, to the best of our knowledge, creative solutions that are original and unique to Xelsion Ltd. Unless otherwise agreed in writing, it is the responsibility of the Client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.

5. Cookie regulations

5.1 The parties acknowledge that the Cookie Regulations are relevant to Third Party Cookies. The Cookie Regulations impose an obligation on those setting cookies to:

a. provide clear and comprehensive information about Third Party Cookies;
b. obtain user’s informed, freely given & unambiguous consent to the planting of the cookie;
c. provide information to user’s about how they can disable Third Party Cookies.

5.2 The parties acknowledge that all organisations who form part of the online advertising sales value chain must co-operate to ensure compliance with the Cookie Regulations.
5.3 The Client shall publish information about the Cookies included within the Advertising together with confirmation of how this can be disabled.

6. Pricing

6.1 Xelsion Ltd’s prices will be as agreed from time to time between Xelsion Ltd and the Client in the Client Agreement. All prices are national unless otherwise agreed in writing by Xelsion Ltd.
6.2 Xelsion reserves the right to review pricing on an annual basis and increase rates for existing clients by up to 20%, effective 1st January.

7. Dates of display

7.1 Xelsion Ltd will use its reasonable endeavours to display the Creative on the Campaign Dates but the Client acknowledges and agrees that no commitment is given by Xelsion Ltd that the Creative will be displayed on such dates. The Client also acknowledges and agrees that Xelsion Ltd may change the date, time or any other aspect of the display of the Creative of any display as it sees fit in order to deal with any change in Applicable Laws or any other change in circumstances. Xelsion Ltd will not be held responsible in any way for the content, nature or subject matter of any other advertising displayed on the Web sites and the effect or otherwise that any of the same may have on the effectiveness or otherwise of any advertising displayed by Xelsion Ltd on the Web site on behalf of the Client.
7.2 If the display of a creative does not take place at all or such display only takes place in part, in each case through no fault of the Client, subject to clauses 7.1, 7.3 and 7.4 Xelsion Ltd will use its reasonable endeavours to agree with the Client another display date of reasonably equivalent value. Save as provided in this clause 7.2, Xelsion Ltd will have no liability for any Loss arising out of or in connection with any failure to display a creative in whole or in part at any date or time or at all.
7.3 If display of a creative does not take place or such display only takes place in part, in each case through no fault of the Client and as a result of circumstances beyond the reasonable control of Xelsion Ltd, the Client will have no obligation to pay any charges in respect of the same and Xelsion Ltd will have no liability for any Loss arising out of or in connection with any failure to display the same.
7.4 If a creative is displayed but is displayed incorrectly through no fault of the Client such failure shall not constitute a breach of this Agreement and without prejudice to this, Xelsion Ltd and the Client will use their reasonable endeavours to agree how to compensate the Client.
7.5 If the page impressions set out in the Client Agreement are not delivered within the Campaign Dates, Xelsion Ltd shall arrange to display the Creative as soon as is reasonably practicable in the period following the end of the Campaign for such time as is necessary to generate a number of page impressions equal to the shortfall.
7.6 The Client acknowledges and agrees that –

a. Campaign Dates are based on an estimate of the number of page impressions over a specified period;
b. as a result, the number of page impressions for a creative will vary depending on the actual number of page impressions during the Campaign Dates; and
c. Xelsion Ltd gives no guarantee as to the number of future page impressions on the Web site or the number of persons who will view the Creative.

7.7 Xelsion Ltd shall use all reasonable endeavours to provide Campaign reports to the Client showing actual delivery against Campaign targets at weekly intervals or at such other intervals as the Client and Xelsion Ltd may agree.

8. Cancellations

8.1 In the event that the Client wishes to cancel the Client Agreement prior to the Effective Date, the Client shall remain liable to reimburse Xelsion Ltd any and all third party costs incurred by Xelsion Ltd in respect of such Client Agreement.
8.2 In the event that the Client wishes to cancel the Client Agreement after the Effective Date, the Client shall be liable to pay Xelsion Ltd for the full fee element of the Client Agreement and the total impressions delivered (where relevant). The remaining media cost will be refunded.
8.3 Funds held against media buys but not spent 6 months after the planned campaign dates, due to delays by the Client, may be returned to the Client minus the Xelsion Ltd management fee.

9. Materials and property liability

9.1 Reasonable care will be taken by Xelsion Ltd in respect of any materials or content provided by or on behalf of the Client to Xelsion Ltd whilst in the possession of Xelsion Ltd, but subject thereto, Xelsion Ltd cannot accept liability for any Loss arising out of or in connection with any damage, loss, deletion or otherwise of the same (whether or not the same are in the possession of Xelsion Ltd or any third party engaged by Xelsion Ltd) and Xelsion Ltd will be under no obligation to return any of the same to the Client or any other third party. The Client will be responsible for ensuring that all materials and content provided by it are insured for full value and Xelsion Ltd will have no obligation to put in place any insurance policy in respect of the same.
9.2 Xelsion Ltd may destroy or delete any materials or content provided by or on behalf of the Client if not displayed for a period of three months after the later of the date of receipt or last display of it by Xelsion Ltd without further reference to the Client.

10. Payment

10.1 All charges shall be paid by the Client to Xelsion Ltd in advance of the Effective date unless otherwise agreed.
10.2 Any charges not paid following Payment Date will be subject to an interest charge at the rate of 8% above the Bank of England base rate which shall accrue daily.
10.3 For the purposes of clause 10.1 payment will be deemed to have been made prior to the Payment Date if Xelsion Ltd has received a cheque (which is subsequently cleared for payment) for the full amount or written confirmation that the Client has sent the full amount by BACS or CHAPS, in each case prior to 12.30p.m. on the Payment Date (provided that where the Payment Date falls on a Sunday or a bank or public holiday the next Working Day will be regarded as the Payment Date for the receipt of the cheque or written confirmation) or such other date as Xelsion Ltd may notify in writing to the Client.
10.4 Invoices will be rendered by Xelsion Ltd in advance of the Effective date.
10.5 Xelsion Ltd requests payment in GBP, although can accept payment in other currencies subject to prior agreement.
10.6 All payments to Xelsion Ltd must be paid in full without set off, counterclaim, deduction or any withholding and are subject to VAT at the applicable rate.

11. Warranties and indemnity

11.1 The Client warrants, undertakes and represents to Xelsion Ltd that:
all Creatives will comply with Applicable Laws and Xelsion Ltd’s technical requirements in each case from time to time in force;

a. no Creative or the display thereof will infringe the rights of any third party;
b. the Creatives shall be free from any Viruses;
c. All consents, licences and fees required in relation to the display of any Creative have been obtained and paid;
d. no hypertext link used in any Creative will cause Xelsion Ltd to incur any liability and the Client shall promptly notify Xelsion Ltd of any changes which affects the functioning of the link and all necessary steps will be taken to correct any malfunction of such link;
e. any hypertext link from any Creative will not affect any User’s ability to click on the back button on the browser back to the Web sites;

11.2 The Client undertakes to Xelsion Ltd that it will indemnify and keep Xelsion Ltd indemnified both during and after the Term against all Loss arising out of or in connection with any breach of clause 9 or otherwise howsoever arising out of or in connection with the display of any Creative supplied to Xelsion Ltd. The Client warrants that it has taken out appropriate insurance cover to satisfy the indemnity given.

12. Confidentiality and data protection

12.1 Where Xelsion Ltd receives any personal data (as defined by the Data Protection Act 1998), it shall ensure that it fully complies with the provisions of the Act and only deals with the data to fulfil its obligations under the contract. Xelsion Ltd shall indemnify the Client for any breach of the Act which renders the latter liable for any costs, claims or expenses.
12.2 In fulfilment of its obligations under the Act Xelsion Ltd shall have such systems in place to ensure:

a. Full compliance with the Act
b. In particular, compliance with the Seventh Data Protection Principle which deals with the security of personal data
c. The reliability of all its employees who may be involved in processing the personal data

12.3 Xelsion Ltd shall take all reasonable steps to ensure that all its partners contractors and agents comply with this clause where they are processing any personal data on behalf of Xelsion Ltd.
12.4 Save to the extent required by Legislation, the Client shall at all times during and after the Term keep the provisions of the Agreement confidential and shall not disclose the same to any third party save, in the case of an Agency, to those of its clients relevant to this Agreement (and in such circumstances only to the extent the same relates to that client and not any other client).
12.5 No Client will without the prior written consent of Xelsion Ltd display any information not already in the public domain relating to the display of Creatives on the Web sites
12.6 Any information provided by the Client with the expectation of confidentiality will not be used for any other purpose than that for which it was intended.

13. Liability

13.1 Subject to clause 13.2, the Client agrees with Xelsion Ltd that the maximum liability of Xelsion Ltd in respect of any Loss of the Client arising out of or in connection with this Agreement will not exceed the amount paid by the Client (less applicable VAT) to Xelsion Ltd in respect of the relevant display of the relevant Creative.
13.2 Nothing in this Agreement will exclude or restrict any liability for death or personal injury caused by the negligence of that party or for fraud.
13.3 To the fullest extent permitted by law, all warranties, conditions, terms and other provisions, express or implied and whether imposed by statute or otherwise are excluded.

14. Duration and termination

14.1 This Agreement will continue throughout the Term unless terminated earlier in accordance with the provisions of this clause, but no such termination will affect any provision of this Agreement expressed to have effect after such termination or any rights which either party may have against the other subsisting at or accrued prior to the time of termination. In the event of any termination of this Agreement for any reason prior to the expiry of the Term Xelsion Ltd reserves the right to levy cancellation charges in accordance with clause 8.
14.2 Either party will be entitled to terminate this Agreement forthwith by notice to the other if the other party commits any material breach of any of its obligations under this Agreement and if the breach is capable of remedy fails to remedy it within 10 Working Days after being given notice requiring it so to do.
14.3 If the other party goes into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation pursuant to which the company resulting there from agrees to be bound by or assume the obligations of that party) or has or will have an administrator appointed or any person takes any steps, including filing documents with a court of competent jurisdiction and giving notice of intention to appoint an administrator, for the purpose of placing that party in administration or that party has an administrative receiver, receiver or manager appointed over any part of its assets or undertaking or otherwise becomes insolvent or suffers any similar event in any jurisdiction, this Agreement will be deemed to have terminated immediately before the occurrence of such event without prejudice to monies owed for services already rendered.

15.General

15.1 Xelsion Ltd reserves the right to change these terms and conditions and in the event of such a change the terms and conditions applicable shall be those in force at the time of display of the Creative, provided that the Client shall (by serving written notice on Xelsion Ltd within two weeks of receiving such notice of change) be entitled to cancel any booking for any Creative affected by such change.
15.2 This Agreement is personal to the Client and it may not assign, mortgage, charge or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the prior written consent of Xelsion Ltd.
15.3 Nothing in this Agreement will create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
15.4 This Agreement together with any documents referred to in it contains to the fullest extent permitted by law the entire agreement between the parties with respect to its subject matter and supersedes all previous statements made by either party and all previous agreements in relation thereto.
15.5 If any provision of this Agreement is held by any court or other Competent Authority to be void, invalid or unenforceable in whole or in part, this Agreement will continue to be valid as to its other provisions and the remainder of the affected provisions; and the parties agree to negotiate in good faith such suitable alternative provision replicating as nearly as possible the intention of such invalid provision, being in the case of a provision held void or unenforceable by a Competent Authority a provision which is acceptable to the relevant Competent Authority. The Client agrees that nothing in this Agreement shall oblige Xelsion Ltd or any of its Undertakings to contravene any Applicable Law and the obligations of Xelsion Ltd under this Agreement are subject to compliance with Applicable Laws.
15.6 No failure or delay by any party in exercising any of its rights under this Agreement will be deemed to be a waiver of those rights and no waiver of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
15.7 No term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties to this Agreement.
15.8 Subject to clause 12.1 and except as required for the proper performance of its obligations or exercise of its rights under this Agreement or by law or the requirements of any Competent Authority, no party will during or after the Term disclose or make any announcement concerning any aspect of this Agreement and each party will use its best endeavours both during and after the Term to keep the existence of this Agreement and its terms confidential.

16.Notices

16.1 Any notice or other communication to be given or served under or in connection with this Agreement shall be in writing and may be delivered by email, by hand, sent by ordinary first class (or airmail in the case of notices to or from any country outside the United Kingdom) or special delivery or recorded delivery post (in each case, pre-paid) to the party’s registered office and in the case of notices to Xelsion Ltd shall be marked for the urgent attention of the Head of Xelsion Ltd.
16.2 A notice is deemed to be given or served if delivered by hand at the time it is left at the address, if sent by pre-paid post (whether ordinary first class, airmail, special delivery or recorded delivery) on the second Working Day after posting and if sent by fax or email at the time of display.
16.3 In the case of a notice given by hand, where this occurs after 5.00pm on a Working Day, or on a day which is not a Working Day, the date of service will be deemed to be the next Working Day.

17. Governing law and jurisdiction

This Agreement will be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English Courts.

Appendix A: Definitions and Interpretation

In these terms and conditions and the Client Agreement unless the context otherwise requires:

‘Advertiser’ means an entity that shows it’s creative on publisher web pages in order to enhance brand awareness, induce the user to make a purchase ;

‘Agency’ means a person making a Booking with Xelsion Ltd on behalf of one or more clients;

‘Agreement’ means the Client Agreement and these terms and conditions;

‘Applicable Laws’ includes all applicable Legislation, rules of common law, ASA adjudications, bulletins, codes (including self regulatory codes), guidance notes, guidance, rules, regulations, requirements, rulings, restrictions, standards, directions and license obligations (including any of the same issued by any Competent Authority and the British Codes of Advertising, Sales Promotion and Direct Marketing and other codes of practice written by the Committee of Advertising Practice and enforced by the ASA) in each case as amended, varied or replaced from time to time; ‘ASA’ means the Advertising Standards Authority; ‘BACS’ means Bankers Automated Clearing Service;

‘Booking’ means the Client’s confirmation (whether in writing, by fax or email, or oral or by any other means) of the Client Agreement;

‘Client’ means a Publisher, Agency or a Direct Advertiser, provided that where such person is not a separate legal entity it shall be deemed to include the legal entity or entities which own(s) such person;

‘Client Agreement’ means Xelsion Ltd’s insertion or purchase order, proposal or other formal agreement sent by Xelsion Ltd to the Client in respect of the digital media services being provided.

‘Campaign’ means the campaign specified in the Client Agreement;

‘Campaign Dates’ means the preferred campaign dates specified in the Client Agreement;

‘Campaign Instructions’ means any specific instructions provided to Xelsion Ltd in relation to a Campaign;

‘CHAPS’ means Clearing House Automated Payments System;

‘Cookies Regulations’ means The Privacy and Communications (EC Directive) Amendment Regulations;

‘Competent Authority’ includes any national or supra-national court, the European Commission, any governmental or local authority, any other person exercising powers pursuant to any Legislation, any other equivalent, similar or other official person (including Ofcom, the ASA and BCAP) and any relevant self regulatory body or industry body (including the AOP and the IAB);

‘CPM’ means the cost per 1000 page impressions in respect of the Creative as specified in the Client Agreement;

‘Creative’ means the electronic creative(s), series of electronic creative(s), link(s) or promotion(s) of the type(s) specified in the Client Agreement and relating to the product(s) or service(s) and the Campaign(s) specified in the Client Agreement;

‘Data Protection Rules’ means all laws and regulations relating to the protection of personal data and e-privacy including the principles of the Data Protection Act 1998 and the Privacy and Communications (EC Directive) Amendment Regulations 2011;

‘Direct Advertiser’ means a person buying consultancy services or advertising on the Web sites with Xelsion Ltd other than through an Agency;

‘End Date’ means the last Campaign Date;

‘IAB’ means the UK Internet Advertising Bureau;

Launch Date’ means the intended date of first display of the Creative under this Agreement on the Web site being the first date of the Campaign as confirmed in the Client Agreement;

‘Legislation’ includes all laws, Acts of Parliament, all provisions of the Treaties constituting the European Community, the European Union and the European Economic Area, all Data Protection Rules and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law;

‘Loss’ means all losses, claims, liabilities, costs, expenses and damages;

‘Page impression’ means a file or a combination of files sent to a User as a result of that User’s request being received by the Web site’s server or such other measurement of delivery of a Campaign as is agreed in writing between Xelsion Ltd and the Client;

‘Payment Date’ has the meaning given in clause 9.1;

‘Publisher’ means the owner of, or controller of the Web site;

‘Effective Date’ means the date the Client Agreement is signed;

‘Term’ means the period of the Agreement which period commences on the date of receipt by Xelsion Ltd of the Client’s confirmation referred to in the Introduction above and ends on the discharge of both parties’ obligations under the Agreement;

‘Third Party Cookies’ means a cookie or other similar technology placed on a user’s browser or hard drive via the website in order to track the individual’s particular interests and assist in serving targeted advertising .

‘Undertaking’ has the meaning given in section 259 of the Companies Act 1985 and ‘parent undertaking’ and ‘subsidiary undertaking’ have the meanings given in sections 258 and 259 of the Companies Act 1985;

‘User’ means a person who accesses, or who otherwise is a user of, the Web sites;

‘Viruses’ means any computer code, programming instruction or set of instructions that is intentionally and specifically constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or hardware;

‘Web sites’ means the various web sites owned by or in the control of the Publisher(s) on which creative is displayed in accordance with these terms and conditions and the Client Agreement;

‘Working Day’ means a day, except a Saturday or Sunday, which is not a public or bank holiday in England.
‘Xelsion Ltd’ means Xelsion Ltd registered office at 20-22 Wenlock Road, London, N1 7GU;