3.2.2. upon which the commissioning of Creative Services in respect of specified Deliverables is made; of themselves or as part of a STV Advertising Package from time to time (a “Booking Agreement”). Standard Terms and Conditions 3.3. Unless otherwise stated in a Term Agreement or a Booking Agreement STV 1. Definitions and Interpretation Central enters into such agreement on its own behalf and/or, where appropriate, on behalf of STV North and/or the STV2 Companies. 1.1. In these Terms and Conditions and in any Deal Memorandum or in any Booking Form words and expressions shall have their ordinary meaning unless otherwise defined in the attached Annex. Airtime Specific Terms 1.2. In these Terms and Conditions unless otherwise expressly stated: 4. Purchaser’s Commitment 1.2.1. any reference to a “party” or “parties” means a party or the 4.1. The Purchaser undertakes to STV that the Purchaser Budget during the parties set out in a Booking Agreement or a Term Term shall be not less than the Purchaser’s Commitment. Agreement; 4.2. If there is Underspend STV and the Purchaser shall seek to agree terms 1.2.2. references to clauses are references to the clauses of the under which Airtime is bought and sold for the period following the expired Terms and Conditions; Term which terms shall allow for such Underspend to be carried forward and paid in full over the term of that agreement. If STV determines that 1.2.3. references to any enactment is deemed to include references agreement cannot be reached STV shall be entitled forthwith to recover the to such enactment as re-enacted, amended or extended and amount of any Underspend from the Purchaser as a debt. to any subordinate legislation made under it; 1.2.4. headings are inserted for convenience only and must be 5. Specials ignored in construing the Terms and Conditions; and Discounts shall not apply to Specials. STV shall be entitled to determine 1.2.5. references to the singular include the plural and vice versa. rates applying to the booking of Airtime during or around Specials in its absolute discretion and without regard to Discounts. 1.3. If there is any conflict; 6. Dates/Times of Transmission of Airtime 1.3.1. in a Term Agreement, between the Terms and Conditions and the Deal Memorandum, the Deal Memorandum shall prevail; 6.1. STV will have regard to any dates, Dayparts, or Strike Weights requested by and the Purchaser but cannot guarantee to meet the Purchaser’s requests and reserves total discretion to schedule, vary, or re-schedule Airtime purchased. 1.3.2. in a Booking Agreement, between the Terms and Conditions, the Deal Memorandum and a Booking Form or between the 6.2. Where a Purchaser purchases TVRs on the STV Macro Region STV reserves Terms and Conditions and the Booking Form, the Booking the right to deliver up to ten percent (10%) on a STV Micro Region. Form shall prevail. 6.3. In the event of partial transmission of any Advertisement Copy, for whatever 2. The Purchaser liable as principal reason, STV shall transmit the Advertisement Copy on another date of its choosing and shall have no further liability at all to the Purchaser arising out 2.1. Where the Purchaser (other than a Purchaser of Creative Services) is an of such partial transmission. Agency the Purchaser contracts with STV as principal in all respects and the Purchaser shall be liable to STV for payment of all sums due to STV. STV 6.4. Transmission of Advertisement Copy in error, through no fault of the shall not be liable, in any circumstances, to pay any commission to such Purchaser, shall not constitute a breach of any Booking Agreement and STV Purchaser. shall have no liability at all to the Purchaser arising out of such transmission. 2.2. Where the Purchaser of Creative Services is an Agency the Agency contracts 7. Delivery and Reconciliation of Airtime as an agent on behalf of the Purchaser and not as principal (save in respect of the matters specified in Clauses 2.3, 2.4 and 2.5) and, save in those 7.1. Indications of National Ratecard Price made or given by STV prior to limited respects, the terms of the Booking Agreement shall be binding on transmission are estimates only and are not binding on STV. Delivery of the Purchaser as if the Purchaser had entered into the Booking Agreement fewer or greater TVRs than may be estimated is to be expected. If the on its own account. National Ratecard Price is greater than estimated, the amount paid by a Purchaser under a Booking Agreement (except where a fixed number of 2.3. The Agency represents and warrants to STV as principal that; Spots or TVRs is purchased for an agreed price) will purchase less TVRs and if the National Ratecard Price is less than estimated, the amount paid by a 2.3.1. it has full power and authority to enter into the Term Purchaser under a Booking Agreement (with the same exceptions) will Agreement and/or Booking Agreement on behalf of the purchase more TVRs. Purchaser; 7.2. National Ratecard Price will be determined by STV following transmission 2.3.2. where it exercises any rights and/or performs any obligations with regard to (i) the Net Advertising Revenue and (ii) the number of under the Term Agreement and/or Booking Agreement Impacts during the relevant month. (whether as agent or principal) it has full power and authority to do so; 7.3. Clauses 7.4 to 7.6 inclusive shall not apply; 2.3.3. it is lawfully entitled to grant the rights granted to STV under 7.3.1. where the Purchaser purchases a fixed number of Spots or the Term Agreement and/or Booking Agreement; TVRs for an agreed price including as part of a STV Advertising Package; 2.3.4. the use of such rights as contemplated under the Term Agreement and/or Booking Agreement by STV will not 7.3.2. if the Purchaser is a Non-Approved Purchaser; infringe the rights (of whatever nature) of any third parties; 7.3.3. if the arrangements under the Deal Memorandum are line by 2.3.5. that all corporate and other action required to authorise its line; or execution of the Term Agreement or Booking Agreement, its exercise of rights and its performance of obligations under the 7.3.4. if the Booking Agreement is in respect of any region other Term Agreement or Booking Agreement has been taken. than the STV Macro Region. 2.4. The Agency agrees to indemnify and keep indemnified STV against any 7.4. In the event of Under Delivery the Purchaser shall be entitled to a Purchaser losses, damages, claims or expenses (including legal costs) sustained by Airtime Credit. In the event of Over Delivery STV shall be entitled to a STV STV arising from any breach of the representations and warranties in Clause Airtime Credit. 2.3. 7.5. Purchaser Airtime Credits and STV Airtime Credits shall be reconciled 2.5. The Agency agrees to be bound and liable to STV jointly and severally or following a Campaign or at the end of the Term of a Deal Memorandum, as severally with the Purchaser for payment to STV of all and any sums due STV shall determine. under the Term Agreement or Booking Agreement. 7.6. Following such reconciliation the parties will, in good faith, seek to agree 3. Booking Agreement terms for the period following the expired campaign or expired Term which terms shall permit the entitled party to receive value for the reconciled 3.1. A Booking is subject to acceptance by STV and may be accepted by STV Airtime Credits. In the event of such agreement, or in the event of no either in writing (including electronically) or by the provision of Airtime, agreement, all the Airtime Credits between the parties, and their value, shall Digital and/or Creative Services. be extinguished and neither party shall have any claim against the other in respect of Airtime Credits or any value that may have been attributed to 3.2. These Terms and Conditions, a Deal Memorandum where appropriate, and a them prior to such value having been extinguished. Booking Form shall together comprise the commercial terms; Digital and Airtime Specific Terms 3.2.1. upon which Airtime and/or Digital is bought and sold; and/or 8. Advertisement Copy 1 Booking Agreement. 8.1. Advertisement Copy must comply with all Applicable Laws, satisfy the Technical Delivery Code and be approved for transmission by STV and by a 10.3. The Purchaser shall co-operate fully and promptly with any query or request Clearing Body. Such approval shall not, in any way, prejudice STV’s right to made by a Clearing Body. decline to transmit Advertisement Copy. 11. Grant of Licence 8.2. The Purchaser shall not alter Advertisement Copy that has been approved for transmission. Subject to payment by the Purchaser to STV of all sums due under the Booking Agreement, STV grants to the Purchaser an exclusive licence to exploit the 8.3. STV shall be entitled, but not obliged, to edit Advertisement Copy that does Deliverables for the Campaign Period (and any extension thereof pursuant to not satisfy the Technical Delivery Code including, but not limited to, Clause 12 if applicable), and in accordance with the Uses. reformatting, cropping and re-sizing the Advertisement Copy in order that it complies with the Technical Delivery Code.