Terms and Conditions for Advertising and Sponsorship on IRIB World Service
1 DEFINITIONS
In addition to the definitions set out in the contract, the following words shall have the following meanings:
1.1 “IRIB”: Islamic Republic of Iran Broadcasting
1. 2 “RAD Media”: Exclusive Advertising Agency of IRIB World Service
1. 3 “Channels”: IRIB World Services including Press TV, Alalam, Alkawthar, Sahar1, Sahar2, and iFILM
1. 4 “Advertiser”: The company or firm ordering the advertisement;
1. 5 "Representative": A company, a firm or an individual who represents the Advertiser
- Client is referred to the Representative. In cases that a Representative is not available, it refers to the Advertise
1.6 “Copy”: The advertising and sponsorship material supplied by the Client for transmission by RAD Media in accordance with this Agreement.
1.7 “Broadcast Region”: the areas covered by the footprint of the satellite(s) from which the broadcast feed of the Channels specified in the Contract is transmitted;
1.8 “Codes”: the BBC advertising guidelines for the Channels and any codes, guidelines, rules or regulations regarding television broadcasting, advertising or sponsorship by regulatory or governmental authorities as may be applicable to the Channels or the Broadcast Region;
1.9 “Video Guidelines”: Those technical specifications relating to supply of advertising and sponsorship copy as may be supplied to the Client by RAD Media as such may be varied by RAD Media from time to time by notice to the Client;
1.10 “Transmission Log”: The daily 24hr playout record in respect of the Channels which records the date, time and identity of all programs, advertisements, sponsorships, announcements and other materials transmitted as part of the Channels.
2 PROVISION OF COPY BY CLIENT
2.1 The Copy, where supplied by the Client, must be delivered by the Client at its sole risk and expense to such office as RAD Media designates in accordance with the Video Guidelines. RAD Media shall have no obligation to accept Copy delivered late; if RAD Media does accept late delivery it may charge the Client for any extra expenses it incurs as a result of such late delivery. Delivery shall only be deemed to have been made if the Video Guidelines have been met by the supplied Copy. For the avoidance of doubt, if the Client fails to deliver the Copy in accordance with these terms the Client will remain liable to pay the total cost in full.
2.2 In no event will RAD Media be liable for any loss or damage to the Copy or any other materials supplied to RAD Media by the Client. The Client shall not deliver to RAD Media any original or master recordings of Copy. Unless otherwise agreed in writing all Copy will be destroyed by RAD Media if not transmitted for a period of one (1) month without further reference to the Client. Return of Copy will be at the request and expense of the Client.
3 APPROVAL
3.1 Copy will only be transmitted if approved by RAD Media. If RAD Media, acting in good faith, does not approve the Copy and notifies the Client of the reasons for such non-approval, the Client will, where reasonably possible, promptly resubmit a new version of the Copy modified to take into account such reasons.
3.2 In addition, RAD Media reserves the right at its absolute discretion to fade, edit or fail to transmit the Copy or part thereof which in the sole opinion of RAD Media acting in good faith contains unsuitable material or promotes more than one product. RAD Media shall not thereby incur any liability to the Client. Further the Client will remain fully liable to RAD Media for payment of the Total Cost in these circumstances except in the event of a total failure to transmit where such failure has not resulted from any breach by the Client of the terms of this Agreement.
3.3 The Copy may not consist any material supporting or endorsing Israel in any form.
3.4 If the Copy consists any material showing the map of IR Iran, it must be shown in whole including the Oman Sea, Caspian Sea, and Persian Gulf.
4 TRANSMISSION
4.1 RAD Media will endeavor to broadcast the Copy during the campaign period in accordance with the spot details on the broadcast feed(s) of its Channels specified in the contract. If the Copy is not transmitted when booked by the Client for reasons other than the default of the Client, RAD Media will endeavor to transmit it at some other reasonably equivalent time and the Client shall not have any claim against RAD Media in respect of such change. If RAD Media does not transmit the Copy at any such reasonably equivalent time within six months of the scheduled broadcast date, the Client will be entitled to an appropriate pro-rata rebate of the Total Cost based on the number of spots actually broadcast.
4.2 Subject always to the provisions of this Agreement, broadcast of Copy under this Agreement shall be conclusively evidenced to have taken place if the Transmission Log records that it has.
4.3 The Client acknowledges and confirms that RAD Media has not provided it with any guarantees concerning household reach of the Channels or anticipated viewer numbers for transmitted Copy. Any viewer or household reach statistics provided to the Client are provided as an estimate based on current available research only and should not be relied on by the Client.
5 ACCOUNTS
5.1 All invoices shall be settled by the Client not later than thirty (30) days from the date of the invoice. If the Client is in default of payment by the due date RAD Media shall without prejudice to its other rights be entitled to refuse to transmit the Copy.
5.2 The existence of a valid query on any individual item in an invoice will only affect the due date of payment of that individual item. The Client must notify RAD Media of any such query within 7 working days from the receipt of the invoice and no other queries will be deemed to be valid after such time.
5.3 It will not be open to the Client to claim any rights of set off in respect of any invoices.
5.4 If payment has not been received by the due date then RAD Media shall have the right to levy interest at the rate of four per cent (4%) per annum above the base rate for the time being in force at the HSBC Bank plc in London and such interest shall be calculated from the date such sums become due until they are paid.
5.5 For the avoidance of doubt, any discounts or rebates offered by RAD Media shall only be available in respect of the advertising campaign contracted under this Agreement and shall not be available to any parent, associate or subsidiary company of the Advertiser.
5.6 For the avoidance of doubt, where the Advertising Agency is the Client, it is contracting as principal in all respects and as such will be personally liable for the payment of the Total Cost and for all other obligations under this Agreement.
6 RAD Media`s RIGHT TO RECORD THE COPY
The Client hereby grants RAD Media the right to make recordings of the Copy for RAD Media’s archives and to enable RAD Media to submit a copy of the same to any appropriate authority in order to comply with the provisions of all applicable Codes.
7 EDITORIAL CONTROL
7.1 The content of the Channels and the time at which programs are to be transmitted shall be entirely within the discretion of RAD Media and RAD Media shall not be liable for any failure to transmit any program.
7.2 RAD Media reserves the right for whatever reason to cease or interrupt transmission of the Channels without prior notice to the Client.
8 WARRANTIES AND INDEMNITIES
8.1 The Client hereby warrants, represents and undertakes to RAD Media in respect of the Copy or any part thereof supplied by the Client or any other material provided to RAD Media by the Client (including the Advertiser’s brand) that:
(a) They will not infringe the copyright, trade mark or other rights or be defamatory of any third party and their broadcast by RAD Media will not give rise to a right for any third party to claim payment;
(b) The Client has obtained and paid for all necessary consents, licenses, and permissions for their transmission throughout the Broadcast Region;
(c) They will comply with all applicable ordinances, rules and regulations including without limitation the Video Guidelines and the Codes; and
(d) The Client has taken or will take all necessary steps to ensure that their transmission will not be illegal or actionable for any reason in any of the countries or territories of the Broadcast Region.
8.2 The Client will fully indemnify and keep RAD Media and its directors, officers, employees, and agents fully indemnified against all actions, proceedings, costs, damages, expenses, fines, losses (including loss of profits) penalties, claims, demands and liabilities directly or indirectly suffered or incurred by RAD Media, its directors, officers, employees, or agents howsoever arising from any breach of the Client’s warranties, obligations or agreements contained herein.
9 TERMINATION
9.1 Either party may terminate this Agreement with immediate effect by notice to the other party (the “Breaching Party”) on or at any time after the occurrence of any of the following events:
(a) A material breach by the Breaching Party of an obligation under this Agreement and, if the breach is capable of remedy, the Breaching Party failing to remedy the breach within 30 days starting on the day after receipt of notice from the other party giving particulars of the breach and requiring the Breaching Party to remedy the breach; or
(b) Any material step is taken with a view to the other party ceasing to carry on business, or going or being put into receivership, administrative receivership, administration, bankruptcy, liquidation or any equivalent process in any relevant jurisdiction.
9.2 RAD Media may terminate this Agreement, without liability to the Client, by notice to the Client with immediate effect if;
(a) the Advertiser’s conduct or any material change in the business of the Advertiser (including the composition or character of its services) or in the ownership of the Advertiser is such that in the reasonable opinion of RAD Media it adversely affects the reputation of RAD Media, the IRIB or the Channels;
(b) RAD Media no longer holds the right to license the Channels or any part thereof for redistribution in the Broadcast Region in accordance with the terms of this Agreement.
9.3 If RAD Media terminates this Agreement under Clause 9.1 that termination (and losses, liabilities and costs incurred as a direct result of that termination) will be deemed to be a direct result of the default or defaults of the other party giving rise to the termination and shall give rise to an immediate right to payment of the balance of the Total Cost from the Client. The expiry or termination of this Agreement for any reason shall not cancel any indebtedness or otherwise affect the accrued rights and liabilities of the parties to this Agreement.
9.4 For the avoidance of doubt, cancellation of the advertising and sponsorship campaign by the Client is not allowed under this Agreement.
10 LIMITATION OF LIABILITY
10.1 RAD Media shall not be liable to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any loss of profit, goodwill, business opportunity, anticipated saving or any type of special, indirect or consequential loss or damage.
10.2 Subject to Clause 10.3 below, RAD Media’s entire liability (if any) to the Client, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to the amount payable to RAD Media by way of Total Cost.
10.3 Neither party’s liability to the other for (a) death or personal injury resulting from the negligence of itself, its servants or agents (b) fraud or (c) any other liability the exclusion of which is prohibited or limited by law, shall be excluded or limited by the provisions of this Agreement, save to the extent permitted by law.
11 TRANSFER
The Client shall not be entitled to assign or transfer or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of RAD Media and any purported assignment shall confer no rights upon the purported assignee. RAD Media shall at any time be entitled to assign its rights under this Agreement (or any part thereof) to any entity within the IRIB.
12 FORCE MAJEURE
Neither party to this Agreement shall be liable to the other for any failure of performance under this Agreement which is due to a so-called act of God, fire, lockout, strike or other official labor dispute, union action, riot or civil commotion, satellite failure, failure of technical facilities, act of public enemy, enactment, rule or order or act of government (whether local or national), or other act or event of a similar or dissimilar nature beyond the reasonable control of that party, any such act or event being deemed an event of force majeure.
13 NOTICES
All notices and any other communications given under this Agreement shall be in writing and shall be given by personal delivery, first class post or airmail or facsimile but not for the avoidance of doubt e-mail. All such communications shall be delivered or sent to the respective addresses of the parties set forth above (or to such other address as either party may notify to the other from time to time during the Agreement). Notice given by post shall be deemed to have been given seven (7) working days after the date of posting by recorded or registered post. Notice given by facsimile shall be deemed to have been given twenty-four (24) hours after transmission of the same. All such communications, provision of information and other exchanges between RAD Media and the Client under this Agreement whether verbal or written shall be in the English language.
14 CONFIDENTIALITY
The terms and conditions, other than the existence and duration, of this Agreement shall be kept confidential by the parties hereto and shall not be disclosed by either party to any third party without the written consent of the other party except where such disclosure is necessary to establish a bona fide claim by the disclosing party against the other in relation to this Agreement or where disclosure is required by any law, stock exchange rule, regulation, court order or governmental agency, in which event the relevant party shall so notify the other as promptly as reasonably practicable (and if possible prior to making any disclosure) and shall use its reasonable endeavors to seek confidential treatment of such information. This Agreement may also be disclosed on a need-to-know basis to each party’s employees, accountants, auditors, investors, lenders and legal counsel and to the employees, auditors, investors, lenders and legal counsel of each party’s affiliates. Each party shall ensure that any such person to whom it discloses this Agreement abides by the provisions of this Clause 14 as if it were party to the Agreement in place of that party. The terms of this clause will apply for a period of three years from signing.
15 GOVERNING LAW
This Agreement shall be interpreted in accordance with the laws of The Islamic Republic of Iran. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the Iranian Courts or at the option of RAD Media the courts of any territory in which the Client is established and the parties hereby submit to such jurisdiction.
16 MISCELLANEOUS
16.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and cancels any and all prior oral or written agreements, understandings or discussions between the parties on such subject matter. No terms, obligations, representations, promises or conditions, warranties, oral or written, express or implied, have been made or relied upon other than those contained in this Agreement. Neither party shall have any liability to the other party (in equity, contract or tort) for:
(a) Any misrepresentation which has not become a term of this Agreement; or
(b) Any breach of warranty or undertaking (other than those contained in this Agreement) whether expressed or implied, unless such misrepresentation, warranty or undertaking was made fraudulently.
16.2 All rights, remedies, undertakings and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other rights, remedies, undertakings or obligations of any party. No failure or delay on the part of either of the parties to this Agreement relating to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy or as a waiver of right power privilege or remedy in relation to any preceding or succeeding breach by the other party to this Agreement.
16.3 No alteration, modification or waiver of any of the terms of this Agreement shall be binding unless in writing signed by a duly authorized representative on behalf of each party to this Agreement.
16.4 The Client acknowledges that RAD Media is acting as principal in this Agreement and not entering into it for the benefit of its affiliated entities. The Client shall have no right or claim against any such affiliate for breach of this Agreement.
16.5 This Agreement does not create or infer any rights enforceable by any person who is not a party to the Agreement.
16.6 If any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions herein shall not in any way be affected or impaired.
Rad Media VIDEO GUIDLINES
Accepted Streaming Video Ad Delivery Formats
A) Tape-Based Media : Standard-definition format ; DVCam ,XDCam, BetaCam (SP/SX), DVCPro
All videos should be in PAL System
Aspect Ratios : 16:9 & 4:3
B) File Based Media ( Delivered on CD-R or DVD-R): DV file
Video
1. File Type (Codec) ------------------------- Microsoft DV AVI
2. Frame Rate -------------------------------- 25,00 fps
3. Frame Size --------------------------------- 720(h) x 576 (v)
4. Pixel Aspect Ration ----------------------- 4:3 D1/DV PAL (1.067)
16:9 D1/DV PAL Widescreen (1.422)
5. Color Depth -------------------------------- Millions of Color
6. Bit Depth ----------------------------------- Maximum
7. Quality ------------------------------------- 100%
8. Fields --------------------------------------- Lower Fields First
Upper Fields First
Audio
1. File Type (Codec) ------------------------- Microsoft WAVE
2. Compressor -------------------------------- PCM Uncompressed
3. Sample Rate ------------------------------- 48,000 Hz (48.0 KHz )
4. Sample Type (Bit Depth ) ---------------- 16-Bit
5. Channels ----------------------------------- Stereo
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