Agreement means as defined in clause 15.3;
2.7 may decline to run an Ad for any reason at its discretion.
2.8 Time is not of the essence and time deadlines for the provision of the Deliverables are only estimates.
2.9 does not guarantee:
(a) that any Ads will be run on any agreed or proposed date and/or time;
(b) that (i) there is space available for an Ad on a specific date and/or time, or (ii) that an Ad will be run in the agreed space or location;
(c) the positioning of an Ad, either absolutely or relative to any other Ads or copy or other item.
(d) the wording and quality of the Ad as run.
2.10 reserves the right to:
(a) alter, cancel and/or postpone scheduled run dates;
(b) reject, not run, remove, not print, suspend, cancel and/or change the position or timing of an Ad;
(c) make (or require the Customer to make) any corrections and/or alterations to an Ad that, considers (in its sole and absolute discretion) appropriate. This may be, without limitation, in order to ensure that the Ad (i) conforms to the style and/or subject-matter of the print and/or digital media in which it is booked to run, (ii) is consistent with the IO, (iii) conforms to the warranties the Customer is giving under this Agreement, and/or (iv) conforms to the Technical Specifications.
(d) alter Ads by cropping, overlaying, reducing or increasing the size, re-configuring, re-sampling, or re-purposing for use and/or editing;
(e) not run an Ad that does not comply with any of the Technical Specifications set out in the relevant IO, or when the Customer has not paid any sums due under this Agreement or are otherwise in default of any payment obligations owed to (under this Agreement or otherwise).
7.1. Where the Customer engages a 3rd Party Ad Server, will not Overdeliver without prior written consent from the Customer.
7.2. Permanent or exclusive placements shall run for the period of time specified in the IO regardless of Over-delivery, unless the IO places a limit on the volume of impressions attributable to 3rd Party Ad server activity.
7.3. The Advertiser will not be liable to for any additional Ads in excess of any limits set out in the IO. If a 3rd Party Ad Server is being used and the Advertiser notifies that the guaranteed or capped levels stated in the IO have been reached, will use reasonable endeavours to suspend delivery within two business days thereafter.
8.1. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes. In the event that suffers such a delay or default, shall use its reasonable endeavours within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or other arrangement is reasonably acceptable to the Customer, shall allow the Customer a pro rata reduction in the payment due pursuant to the relevant IO.
8.2. To the extent that a force majeure has continued for 10 business days, or Customer has the right to cancel the remainder of the IO without penalty.
9.1. The Customer shall submit Advertising Materials at least 5 business days before the commencement of the Campaign Period in accordance with ’s prevailing advertising criteria or specifications (including content limitations, agreed Technical Specifications, Policies, and material due dates) in accordance with clause 2.3.
9.2. If Advertising Materials are submitted later than 12 noon on the day before the relevant campaign is due to begin reserves the right to make a pro rata reduction in the volume of impressions comprising the Deliverables and to make charges further to those specified in the relevant IO.
9.3. reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in ’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon or any of its Affiliates.
9.4. If Advertising Materials provided by the Customer are damaged, not to ’s specifications, or otherwise unacceptable, will use reasonable endeavours to notify the Customer within 5 business days of its receipt of such Advertising Materials.
9.5. shall at all times retain all right, title and interest in any intellectual property rights in Advertising copy produced on behalf of the Customer by .
9.6. The parties will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.
10.1. The Customer hereby warrants, represents and undertakes to that:
(a) In respect of the Advertising Copy or any part thereof supplied by the Customer or any other material provided to by the Customer (including the Customer’s and/or Advertiser’s brand) it will not infringe the copyright, trade mark or any other intellectual property or other proprietary rights or be defamatory of any third party or obscene, indecent, offensive or liable to incite racial hatred and their publication by will not give rise to a right for any third party to claim payment and/or damages;
(b) The Customer and/or the Advertiser has obtained and paid for all necessary consents, licences, and permissions to advertise on the Site;
(c) The Customer has taken or will take all necessary steps to ensure that all advertising it provides for display on the Site will not be illegal or actionable for any reason in any territory and shall comply with all applicable legislation, rules and regulations including for the avoidance of doubt any applicable advertising and/or relevant financial services standards and codes;
(d) If any Advertising Copy contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Customer warrants that the Customer and/or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.
(e) The Advertising Copy contains no viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
(f) The Customer is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertising Copy relates and will indemnify and hold harmless accordingly.
(g) it will comply fully with the requirements of applicable data protection laws (including, without limitation the General Data Protection Regulation) and the Bribery Act 2010
10.2. warrants that it is authorized by the Licensor to enter into agreements subject to these terms and conditions.
11.1. The Customer will fully indemnify and keep and its directors, officers and employees fully indemnified against all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses (including loss of profits) penalties, claims, demands and liabilities directly or indirectly suffered or incurred by (or its directors, officers or employees) howsoever arising from any breach of the Customer’s warranties, obligations or agreements contained herein.
11.2. The Customer will provide with full co-operation in defending any claim or complaint concerning the Advertising Copy including, but not limited to, providing evidence in support of advertising claims and copies of documentation evidencing the clearance of relevant underlying third party proprietary rights.
11.3. The Customer acknowledges and confirms that has not provided it with any guarantees concerning reach of the site or target audience. Any statistics related to the site provided to the Customer are provided as an estimate based on prevailing available research only and may not be relied on by the Customer as a representation or otherwise.
12.1. shall not be liable to the Customer or the Advertiser, 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.
12.2. Subject to Clause 12.3 below, ’s entire liability (if any) to the Customer and/or Advertiser, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to the amount actually paid by the Customer to .
12.3. Neither party’s liability to the other shall be excluded or limited by the provisions of this Agreement, save to the extent permitted by law in respect of:
(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,
13.1. Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary.
13.2. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
13.3. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which:
(a) was previously known to a party;
(b) was or becomes generally available to the public through no fault of the receiving party (“Recipient”);
(c) was rightfully in the Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”);
(d) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to Recipient by Discloser; or
(e) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other regulatory body, as otherwise required by law or the rules of any applicable regulator.
13.4. and the Customer shall comply with their respective privacy policies from time to time.
13.5. The Customer shall not do, or attempt to do, any of the following without the prior written consent of :
(c) collect or use any data regarding the Sites, except that the Agency and Advertiser may use anonymous statistical data regarding a campaign that is gathered during delivery or tracking of Ads pursuant to the applicable IO (e.g., number of impressions or interactions), provided that such data does not contain or comprise any Personal Data, and does not identify or allow identification of , the Sites, any brand, content, context, or users of the Sites as such, and provided further that if such data is to be shared with any third party, such data shall not include or be combined with any details of the relevant campaign (e.g. pricing information, description of Ads activity, placement information, and any targeting information), any Personal Data, or any Confidential Information of ; or
(d) use any data obtained from , the Sites, or users of the Sites, to retarget any user of the Sites on any other website or to create or build a non-public profile of that user for purposes other than the performance of the relevant IO.
14.1. For the purposes of this Clause 14:
(a) the expressions ‘Prevention Procedures’, ‘UK Tax Evasion Offence’ and ‘Foreign Tax Evasion Offence’ will be construed in accordance with Part 3 of the Criminal Finances Act 2017 (‘CFA 2017’) and guidance published under it;
(b) Corporate Failure to Prevent Offence means an offence under section 45 and/or section 46 of CFA 2017 and any other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to preventing the facilitation of tax evasion and any similar or equivalent laws in any other relevant jurisdiction;
14.2. The Advertiser and Agency will ensure that neither will by any act or omission commit, or cause, facilitate or contribute to the commission by any person including , of a:
(a) Corporate Failure to Prevent Offence;
(b) UK Tax Evasion Offence; or
(c) Foreign Tax Evasion Offence
in connection with the performance of the Services and this Agreement.
14.3. The Advertiser and Agency will not solicit or engage with or take steps to solicit or engage with any person associated with to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with the provision of the Deliverables and this Agreement.
14.4. The Advertiser and Agency will pay, in full and in a timely manner, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by either (as the case may be) in connection with the provision of the Deliverables and this Agreement.
14.5. Without prejudice to Clause 14.2, the Advertiser and Agency shall comply with ’s Prevention Procedures as notified to them from time to time.
14.6. The Advertiser warrants and represents that it has not:
(a) been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;
(b) received any court orders, warrants or oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or
(c) received any report (including a report from your auditors or any other person) or discovered any evidence suggesting that it has committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence.
14.7. The Advertiser shall immediately notify as soon as it becomes aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this Clause 14.
15.1. The Customer may not resell, assign or transfer any of its rights or obligations hereunder.
15.2. All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees (as applicable), successors and assigns (as applicable).
15.3. These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
15.4. In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail.
15.5. These Terms and Conditions and the relevant IOs to which they relate shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with any dispute arising in respect of its terms, formation or construction (including non-contractual disputes).
15.6. No modification of these Terms and Conditions or any IO shall be binding unless in writing by both parties.
15.7. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.
15.8. All rights and remedies hereunder are cumulative.
15.9. Any notice required to be delivered hereunder shall be delivered three days after deposit in the Royal Mail, (recorded delivery), one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to and the Customer shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Customer shall be sent to the address specified on the IO.
15.10. Clauses 3, 9, 10, 11, 12, and 15 shall survive termination or expiry of this Agreement. On expiry or termination, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.