UFM On-Air Standard Terms and Conditions for Sponsorship and Campaigns
This UFM On-Air Standard Terms and Conditions for Sponsorship and Campaigns is made on the date referenced in clause 2.1 of this Agreement.
Between
Ultima Limited, owners of the radio broadcasting station known as 88.5 UFM, of 1 Ultima Studios Street, off Amore Street, Lekki Phase1, Lagos Nigeria hereinafter referred to as “88.5 UFM” which expression shall where the context so admits include its successors- in-title and assigns of the first part.
And
The Client named in the Media Order hereinafter referred to as “Client” which expression shall where the context so admits include its successors-in-title and assigns of the second part.
88.5 UFM and Client is hereinafter collectively referred to as “the Parties” and individually as “88.5 UFM” or “Client”.
It is agreed as follow
This Agreement governs the terms on which 88.5 UFM shall deliver and create the Campaign/Advertisement for the Client.
1. Interpretation
- ‘Advertisement’ means the advertisement, including any promotion, sponsorship jingle, or tagline to be broadcast on a single occasion, or in a series, by 88.5 UFM.
1.2 ‘Advertiser’ means the company or person (as the case may be) that is the distributor/owner of the product or service which is being promoted in the Advertisement. Advertiser may be or may not be the Client.
1.3 ‘Agreement’ means this Agreement, the Media Order and the Rate Card.
1.4 ‘Client’ means the person placing the order for an advertisement campaign with 88.5 UFM, whether such person is the Advertiser or the Advertiser’s agency or media buyer
1.5 ‘Campaign’ means the promotional campaign detailed in Media Order consisting of a series of Advertisements/
1.6 ‘Campaign Start Date’ means the start date of the Campaign detailed in Media Order or (if not detailed in the Media Order) the first date that an Advertisement is broadcast on 88.5 UFM or 88.5 UFM’s website.
1.7 ‘Material’ means the content, notes and instructions provided by the Client for use in the Advertisements.
1.8 ‘Media Order’ means Client’s media order or purchase from 88.5 UFM, containing details of broadcast relating to a Campaign or Advertisement on 88.5 UFM and the basis of this Agreement.
1.9 ‘Rate Card’ means 88.5 UFM’s rate card in effect for the time being and may include, among other matters, its scale of advertisement rates, technical specifications and cancellation deadlines.
2. Term
2.1 This Agreement commences on the date the Client signs the Media Order (which may be by email) or the date it places an order for the broadcast of a Campaign or an Advertisement on 88.5 UFM (and/or on 88.5 UFM’s websites), whichever is earlier and shall continue until the final Advertisement in the Campaign has been broadcast or is taken down from 88.5 UFM or its website (whichever is later).
3. Sponsorship Package, Campaign and payment
3.1 Consideration shall be as described in the Media Order and 88.5 UFM shall broadcast, publish and communicate the Advertisements to the public in accordance with the Media Order.
3.2 The Parties agree that 88.5 UFM will attempt to accommodate preferred broadcast times but reserves the right to broadcast at a similar time and/or rotate station sponsors should programmes/times become over-subscribed (where applicable). 88.5 UFM reserves the right to broadcast repeats of programmes at its discretion.
3.3 All Client advertisement must comply with Advertisement Practitioners Council of Nigeria (APCON)’s requirement and in strict compliance with the standards set in the Nigerian Broadcasting Code 2020. Client will provide its own Advertisement, obtain APCON’s approval and shall pay APCON approval fees or other relevant fees to the relevant body, for each advertisement produced. In particular, the Client must provide a verifiable APCON vetting certificate before commencement of Advertisement/Campaign.
3.4 Where Client requires 85.5 UFM to produce Advertisement on its behalf, this shall be done at 88.5 UFM’s standard cost in addition to the consideration paid for sponsorship/Advertisement and the following provisions will apply where 88.5 UFM is responsible for the development and creation of Advertisements for a Client:
3.4.1 88.5 UFM and the Client will liaise in good faith to determine the concept and relevant details of each Advertisement prior to the Campaign Start Date.
3.4.2 The Client shall provide 88.5 UFM with all Materials necessary for 88.5 UFM to develop the Advertisement (in the format and style agreed with 88.5 UFM in advance), at least 14 working days before the Campaign Start Date (unless otherwise agreed in writing), the Client acknowledges that a delay in providing Materials to 88.5 UFM will cause delay in the development and/or distribution of the Advertisements and 88.5 UFM shall not be liable for any delay caused by the Client in these circumstances.
3.4.3 88.5 UFM will consult with the Client at material stages of the development process and submit the draft Advertisement to the Client for final approval (such approval not to be unreasonably withheld or delayed) prior to its scheduled broadcast or publication date;
3.4.4 the Client must communicate its approval (or, if it does not approve, its comments) of the draft Advertisement as soon as possible, and in no more than 7 days, after it has received the draft Advertisement from 88.5 UFM, failure to do so (non-communication) shall be deemed acceptance of the draft Advertisement.
3.4.5 If the Client does not approve of the draft advertisement it must provide 88.5 UFM with written details of any changes it requires and (provided such changes are not materially different from the detail set out when the Advertisement was first commissioned) 88.5 UFM shall use its reasonable commercial endeavors (subject to restrictions imposed by law of regulation) to comply with the Client’s requested changes in time for the Campaign Start Date.
3.4.6 If the Client delays providing its approval of or comments on the draft Advertisement the Client may cause delay in the Campaign Start Date or such other agreed time for publication or broadcast of the Advertisement and 88.5 UFM shall not be held responsible for such delay.
3.4.7 The Client shall be solely responsible for obtaining APCON approval for the Advertisement and shall pay all required fees.
3.5 Consideration payable to 88.5 UFM for the Campaign shall be the price specified in Media Order and/ or in accordance with the Rate Card. Payment for the Campaign shall be invoiced by 88.5 UFM when the Campaign is agreed (as indicated by signing the Media Order or email confirmation that the Campaign is agreed) and 88.5 UFM’s obligation to broadcast becomes due when it receives clear funds before the Campaign Start Date, unless 88.5 UFM has agreed with the Client, in writing, to allow it credit, in which case payment shall be due within 30 days of the date of 88.5 UFM’s invoice.
3.5.1 Where 88.5 UFM allows credit but the Client fails to pay any due sum on the date due, the Client shall pay a monthly interest of 15% (fifteen percent) from the date such invoice became due until paid in full and the Client shall pay 88.5 UFM all legal costs, expenses, general damages including post judgment interest of 15%(fifteen percent) monthly on all judgment sum from the date of judgment until paid in full, where the 88.5 UFM is inclined to seek legal redress to enforce this clause, or any provisions of this Agreement.
3.6 Payment must be made in Nigerian Naira to 88.5 UFM by bank transfer into 88.5 UFM’s bank account specified in its invoice. All rates and charges payable are exclusive of Value Added Tax which shall be payable in addition at the rate from time to time in force. For the purposes of this Agreement, time of payment shall be of the essence.
3.7 Fixed-time spots attract a 100% Surcharge.
4. Client Obligations
The Client represents, warrants, and undertakes that:
4.1 it is entitled to enter into this Agreement and to grant the rights to 88.5 UFM as specified in this Agreement. In relation to each Advertisement, the Client contracts with 88.5 UFM as a principal notwithstanding that the Client may be acting for the Advertiser as an agent or media buyer.
4.2 All Material will (unless otherwise agreed, in writing) be delivered to 88.5 UFM in the format or medium notified to the Client:
4.2.1 at least 3 working days before the Campaign Start Date where the Client is providing its own material for an Advertisement, or
4.2.2 subject to clause 3.4, at least 14 working days before the Campaign Start Date where 88.5 UFM is writing and producing the material for an Advertisement (using the Client’s Material).
4.3 it has obtained or will obtain clearance (and shall be responsible for all costs, royalties and expenses related to all third party rights) necessary for the exploitation of all Material it has provided to 88.5 UFM for the purposes of the Campaign and ensure that all information supplied to 88.5 UFM or otherwise used in connection with or used within an Advertisement or Material is accurate, complete and true
4.4 in respect of any Material submitted for broadcast or publication which contains the name or voice or a contribution made by a living person, the Client or the Advertiser has obtained the authority of such living person to make use of such name or voice or contributions.
4.5 if the Client is entering this Agreement as agent on behalf of the Advertiser, the Client warrants that it is authorised by the Advertiser to enter into this Agreement and to place the Advertisement with 88.5 UFM.
4.6 the Advertisement and/or Material is legal, decent, honest, accurate, complete and truthful and complies with all relevant laws, regulations and codes of practice in the Federal Republic of Nigeria and the exercise by 88.5 UFM of the Material for the Campaign will not violate or infringe any third party’s Intellectual Property rights or any right of privacy, moral rights or constitute a libel or slander.
5. 88.5 UFM Rights
5.1 88.5 UFM may, in its sole but reasonable discretion refuse to broadcast or publish an Advertisement or use any Material or, if a broadcast has already commenced it may refuse a future broadcast, or require an Advertisement or any Material be amended or if the broadcast has already commenced it may require amendment to a future broadcast to:
5.1.1 comply with any legal or moral obligations placed on 88.5 UFM, the Client or the Advertiser.
5.1.2 avoid infringing a third party’s rights, any other codes published by the NBC or APCON or any other relevant laws or regulation
5.1.3 to avoid/remedy the potential risk of bringing 88.5 UFM into disrepute or harming its reputation; or to avoid breach of 88.5 UFM’s relevant brand guidelines.
5.2 88.5 UFM reserves the right (during the Term and for the purposes of the Campaign/Advertisement) to broadcast or publish any Material previously supplied by the Client.
5.3 88.5 UFM’s rejection of any Advertisement or Material pursuant to the provisions of clause 5.1 shall not incur any liability whether to the Client or any third party.
5.4 88.5 UFM will use reasonable efforts to comply with the wishes of the Client and commits to providing the number of on-air spots detailed in the Media Order, it does not warrant that the time, date or the quality of the Advertisement will be exactly as requested by the Client or as set out in the Media Order or Rate Card.
5.5 88.5 UFM will not be liable for any loss of materials (including the Materials) in relation to the Advertisement, which the Client warrants that it has retained in sufficient quality and quantity for whatever purpose and reserves the right to change its scale of Advertisement rates at any time provided it provides the Client with reasonable written notice.
6. Cancellation
6.1 Where 88.5 UFM receives written notification that the Client wishes to cancel the Campaign or the broadcasting of a particular Advertisement, at least 3 business days prior to the Campaign Start Date (or the date the relevant Advertisement is due to be broadcast), the Client will only be liable to pay the cost of any commercial production 88.5 UFM has undertaken prior to cancellation. The relevant cost of such commercial production shall be notified to the Client, in writing, following cancellation if this is different to that stated in the Media Order. Any cancellation which is less than 3 business days before the Campaign Start Date, regardless of when the Campaign was booked, shall not (even if followed by 88.5 UFM) affect the Client’s liability for payment for the Advertisement in full. 88.5 UFM reserves its right to withdraw, or adjust at its discretion, any discount given to the Client for a Campaign if it is not completed because of any stop order or cancellation by the Client.
7. Intellectual Property
7.1. All Intellectual Property (including any advertising material originated or developed by 88.5 UFM under this Agreement) which is owned or licensed by 88.5 UFM will at all times remain the property of 88.5 UFM and nothing in this Agreement shall be deemed or construed as an assignment by 88.5 UFM to the Client or the Advertiser of any Intellectual Property rights owned by 88.5 UFM and all rights arising or generated by any such Intellectual Property will accrue to and inure to the benefit of 88.5 UFM. The Client must obtain 88.5 UFM’s written consent to use any of its Intellectual Property in the future and reserves the right to charge the Client for such use.
7.2 The Client and/or Advertiser hereby grants 88.5 UFM a non-exclusive, royalty-free license during the Term to:
7.2.1 use and reproduce the Client and/or Advertiser’s Intellectual Property (contained in any completed Advertisement provided for the purposes of the Campaign or in any Material) for the purposes of uploading and displaying any Advertisements or Material provided by the Client and/or Advertiser on 88.5 UFM or 88.5 UFM’s website
7.2.2 if 88.5 UFM is creating the Advertisement, for the purposes of creating such Advertisement and uploading it on 88.5 UFM or 88.5 UFM’s website; or
7.2.3 for any other purpose in connection with the fulfilment of 88.5 UFM obligations under this Agreement.
7.3 At the end of the Term, 88.5 UFM shall no longer be entitled to use the Client and/or Advertiser’s Intellectual Property, save that the Client hereby grants 88.5 UFM a perpetual license to use the Material used for the Campaign for 88.5 UFM’s internal business uses and to promote its advertising services to other potential advertisers.
7.4 All Intellectual Property belonging to the Client/Advertiser shall at all times remain vested in the Advertiser and nothing in this Agreement shall be construed as an assignment by the Advertiser of any Intellectual Property rights owned by the Advertiser and all goodwill and rights arising in or generated by any such intellectual property will accrue to and inure to the benefit of the Client/Advertiser.
8. Limitation of Liability
8.1. Any complaint, claim or query (whether in relation to the Advertisement or invoice) must be raised with 88.5 UFM in writing within 7 days following (as the case may be):
8.1.1 the broadcast of the Advertisement;
8.1.2 the date on which it is claimed the Advertisement should have been transmitted; or
8.1.3 the date on which the Advertisement should or has been live on 88.5 UFM or its website.
8.1.4 the date of receipt by the Client of the invoice giving rise to the complaint, claim or query. Such complaint claim or query shall not affect the liability of the Client for payment to 88.5 UFM for charges due for that and all other Advertisements.
8.2 Notwithstanding any other terms in this Agreement, if 88.5 UFM requests the Client to amend any Material, then the Client shall provide such amended Material within 7 days (or such other reduced timeframe) to ensure that all Material is received 3 days before the Campaign Start Date.
8.3 88.5 UFM will not be liable to the Client if the success of the Campaign is less than anticipated. A party shall not be liable to the other for loss of profits, business, goodwill and/or similar losses or loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.4 88.5 UFM’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for the Campaign or Advertisement concerned.
9. Termination
9.1. 88.5 UFM may terminate this Agreement at any time and without reason by serving 15 days written notice to the Client.
9.2. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may terminate this Agreement by giving 30 (Thirty days) written notice if a Party:
9.2.1 commits a material breach of this Agreement which is not capable of remedy or, if capable of being remedied, is not remedied within 10 days of the non-breaching party giving written notice to the other giving details of the breach, requiring its remedy or becomes bankrupt or subject to being wound up for any reason whatsoever.
9.3 In the event of expiration or termination of this Agreement, all rights and obligations of the parties and the licenses granted herein shall cease to have effect and 88.5 UFM shall no longer be permitted to use the Client/Advertiser’s Intellectual Property except in the manner stated in clause 7.3.
9.4 Clauses, 1, 3.5.1, 7.1, 7.3, 7.4, 9.4, 13.1, and 13.2 shall survive the termination of this Agreement.
10. Data Protection
10.1. 88.5 UFM shall always comply with all relevant legislation governing the processing and transfer of personal data.
10.2 Any personal data transferred to the Client by 88.5 UFM pursuant to its obligations under this Agreement shall be and remain 88.5 UFM’s property and the Client warrants that:
10.2.1 no personal data shall be disclosed to third parties (save to employees or to the extent required by law).
10.2.2 unless 88.5 UFM grants its express consent and such consent is in writing, no personal data shall be used for marketing of the Client/Advertisers’ products or services.
10.2.3 no personal data shall be transferred outside the Federal Republic of Nigeria without 88.5 UFM’s prior written consent and it shall, with respect to any use made or storage of personal data transferred to it by 88.5 UFM, comply with the Nigerian Data Protection regulation.
11. Confidential Information
The terms of this Agreement (but not its existence) and any other information notified by one Party to the other shall be kept strictly confidential at all times unless required by law, court order of a competent jurisdiction, in which event the disclosing party shall notify the other party as promptly as possible (and, if at all possible, prior to the making of any such disclosure) and shall use its reasonable commercial endeavours to ensure that such information continues to be treated as confidential. Notwithstanding the foregoing, the parties shall be entitled to disclose any such confidential information on a “need-to-know” basis under the same obligations of confidentiality as in this Agreement, to its professional advisors, employees, officers, contractors, agents and affiliated companies.
12. General
12.1. The placing of an order for the broadcast of a Campaign or an Advertisement on 88.5 UFM (and/or on 88.5 UFM’s websites) shall amount to an acceptance of this Agreement by the Client.
12.2. No waiver or indulgence by 88.5 UFM shall be effective save in relation to the matter in respect of which it was specifically given.
12.3 The Client may not assign this Agreement in whole or in part. If there is any conflict between this Agreement, and the Media Order or the Rate Card, the provision of this Agreement shall prevail.
13. Indemnity, Law and Jurisdiction
13.1 Each Party undertakes to indemnify the other Party and at all times keep the other Party fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision, the legal costs or legal representation), awards and damages however arising, directly or indirectly, as a result of the Party’s negligence, or any breach or non-performance by the Party of any of their undertakings, warranties or obligations under this Agreement. If the Client is an agent for the Advertiser, the Client shall indemnify 88.5 UFM against any claim made by the Advertiser against 88.5 UFM, that it is not authorised to enter this Agreement on the Advertiser’s behalf.
13.2 This Agreement shall be governed and construed according to Nigerian Laws. In the event of a dispute, parties agree to confer and attempt to resolve such disputes within 15 days from the notice of dispute in writing. Where the Parties are unable to resolve any dispute within 15days, the Parties shall submit themselves to the jurisdiction of courts in Lagos State and the Parties hereby agree and declare that neither Party shall be entitled to injunctive relief against the other Party.
In witness whereof the Parties have executed this Agreement through their authorised representatives in the Media Order, the day and year written in the Media Order, and referenced in clause 2.1 of this Agreement.
