These Venatus Media Advertising and Sponsorship Terms and Conditions (“Ts & Cs”) apply to all advertising that is placed or agreed to be placed by Venatus Media Limited, a company registered in England and Wales under company number 07183957, (“Venatus Media ”) on interactive properties (such as web-sites) represented by Venatus Media (“Publisher Media”). Anyone placing an order that is accepted by Venatus Media (an “IO”) for the placement of advertising or sponsorship in Publisher Media (an “Advertiser”) is deemed to agree to these Ts & Cs; Venatus Media does not permit any other terms or conditions to apply to such orders. An IO in combination with these Ts & Cs constitutes an “Agreement”. If an Agency is identified in and enters into an IO, it is treated as the Advertiser for the purposes of these Ts & Cs.
1. Inclusion of Advertising on Publisher Media
a. Venatus Media agrees to place on one or more Publisher Media advertisements or sponsorship specified in an IO that complies with these Ts & Cs (“Advertising”).
b. Unless otherwise expressly agreed by Venatus Media in the relevant IO, timing and positioning of Advertising shall be at the discretion of Venatus Media and the relevant Publisher Media’s proprietor (the “Publisher”), and shall appear on such Publisher Media, or part thereof, as may be selected by Venatus Media .
c. Advertiser undertakes to provide to Venatus Media, at Advertiser’s expense all creative and other materials which are to be included in the Advertising (collectively, “Materials”). The Materials shall be provided in such format, by such means of submission, and such period in advance of the planned commencement date of the relevant Advertising, as Venatus Media specifies from time to time.
d. Advertiser acknowledges that all Materials (including, without limitation, the creative of any “redirect”) are subject to the approval of Venatus Media and the Publisher. Any review of and/or approval by Venatus Media of Materials shall not be deemed to constitute an acceptance by Venatus Media or the Publisher that such Materials comply with these Ts & Cs, nor does it constitute a waiver of Venatus Media ’s or the Publisher ‘s rights hereunder. Venatus Media reserves the right to require modification or replacement of Materials that do not meet Venatus Media’s or the Publisher’s requirements.
e. Advertiser may provide reasonable updates to Materials for Advertising, consistent with Venatus Media’s above requirements. Venatus Media will arrange for the placing of such updates within a reasonable time after receipt from Advertiser.
f. Venatus Media shall be entitled to dispose of any Materials delivered to it unless prepaid return arrangements have previously been made between Venatus Media and Advertiser.
g. Advertiser acknowledges that Venatus Media does not own, and is not responsible for the content or any legal compliance of, Publisher Media.
h. Where the IO specifies a Behaviourally Targeted Segment, then the targeting of the relevant Advertising shall be according to Venatus Media’s – and not, for the avoidance of doubt, the Advertiser’s or any third-party’s – specification for the composition of that Behaviourally Targeted Segment.
2. Payment for Advertising
a. Subject to any other invoicing arrangement expressly set out in the relevant IO, Venatus Media will be entitled to invoice the Advertiser (i) the Total Cost (referred to as “Net Charges” below) specified in the IO, (ii) based on the assumption that the Completion Criteria will be entirely met for the Campaign, and (iii) pro-rated in monthly installments, on or more of which installments may be advance, where so required by Venatus Media , during the Campaign; provided that Venatus Media shall be entitled to require payment in advance of all Net Charges for the entirety of the Advertising ordered under an IO if the Advertiser has not been approved by Venatus Media ’s finance department for credit.
b. A “Campaign” is the measurable quantum of Advertising specified in the IO; a Campaign will be completed when, save as provided in Clause 4 d., 10 a. and 10 d. of these Ts & Cs:
i. the number of Impressions, Clicks or other events (as determined by the triggering of a third-party conversion pixel based on a specified goal) set out in the IO for that Advertising have been delivered either (a) on Publisher Media, or (b) if a Behaviourally Targeted Segment is specified, against that Behaviourally Targeted Segment within Publisher Media; or
ii. in the case of sponsorship Advertising, the Advertising in question has appeared on Publisher Media for the period specified in the IO, collectively, the “Completion Criteria”.
c. In these Ts & Cs:
i. an “Impression” counts when it is made by a bona fide third-party visitor upon a page of Publisher Media where Advertising appears; and
ii. a “Click” counts when it is made by a bona fide third-party visitor upon the relevant Advertising.
d. All invoices shall be paid within 30 days of invoice date. If any are unpaid, Venatus Media shall have the right, in its sole discretion, to discontinue all Advertising pending the Advertiser’s payment of all sums that are due. Advertiser will be responsible for all reasonable expenses (including legal fees) incurred by Venatus Media in collecting unpaid amounts; and Venatus Media shall be entitled to require Advertiser to pay interest at the rate of three per cent above the then-current annual base rate of HSBC Bank from the date of the relevant invoice until the actual date of payment.
e. In the event that any taxes (such as Value Added Tax) are required to be paid on sums specified in an IO, such taxes shall be assumed and paid by Advertiser in the amount and manner specified by law.
a. Venatus Media uses third-party ad-serving software (“Ad Software”) to report on the number of Impressions and Clicks on Publisher Media where Advertising appears.
b. The performance of Campaigns shall be determined exclusively on the basis of the Ad Software statistics.
i. After a Campaign (or any re-run under sub-Clause i. below) has completed, the Advertiser may request from Venatus Media a report detailing how the criteria for completion of the Campaign have been satisfied (a “Completion Report”). If so requested by the Advertiser, Venatus Media will obtain a Completion Report from the provider of the Ad Software and forward it to the Advertiser.
c. If so requested by an Advertiser, Venatus Media will issue the Advertiser with one login to the Ad Software for each campaign of Advertising. This login will allow the Advertiser to have access to information regarding the day-to-day activity of an Advertising campaign.
4. Content of Advertising
a. Advertiser undertakes that it is, and will continue to remain, entitled to include each item of Advertising, and to authorise Venatus Media to include each item of Advertising, in any or all parts of Publisher Media.
b. Advertiser undertakes that each item of Advertising, all of its content and any web-sites or other properties linked to from it do not and will not appear to (a) infringe any applicable law, rule, regulation, standard or code (including, without limitation, any promulgated by the United Kingdom Advertising Standards Authority or any equivalent entity in any jurisdiction in which such advertisement is accessible), (b) infringe the intellectual property (including, without limitation, copyright) or other rights of any person or entity, nor require payment (including mechanical royalty or performing rights payments for use of music, union payments, rental right payments, author royalties or trade mark royalties) to be made, (c) infringe exclusive sponsorship rights, whether in relation to a sporting event or competition or otherwise, apparently held by a third-party, (d) fail to conform to restrictions on the material that may appear therein, as expressed in the IO or in any communication received by the Advertiser from Venatus Media , whether in writing, by email or orally, or (e) contain any virus, worm, Trojan horse or other contaminant that may be used to access and modify, delete or damage any data file or other computer program.
c. Advertiser agrees to indemnify and keep indemnified Venatus Media and its officers and employees against all claims, demands, liabilities, costs and expenses, including reasonable legal fees on a solicitor and client basis, arising in connection with any breach of sub-Clause a. or b. above, or any other provision of an Agreement.
d. Venatus Media shall be entitled to remove from Publisher Media without notice and without compensation to the Advertiser any Advertising that appears (in Venatus Media’s, a Publisher’s or any notifying person’s reasonable opinion) to contravene sub-Clause a. or b. above. In such event, Venatus Media shall be entitled to invoice the Advertiser for the remainder of the Campaign as if the Completion Criteria for it had been entirely met.
e. Unless Venatus Media agrees otherwise in writing, Advertiser shall not be entitled to access or use, and shall gain no rights in, any information collected by Venatus Media concerning users of Publisher Media on which any Advertising appears (such as, without limitation, personal data and identifiers, transactional information, click-stream data and demographic data).
f. Advertiser grants to Venatus Media and the Publisher the right to reproduce, throughout the world, on or in promotional or advertising material promoting or advertising Venatus Media or the opportunity to advertise on Publisher Media, screen shots of all or any part of the Advertising as it appears on Publisher Media.
a. Advertiser may not resell, assign or transfer any of its rights (including, without limitation, the right to place any advertising) or obligations under an Agreement without Venatus Media’s prior written consent.
b. Each party shall comply with such duties (including, without limitation, any as to privacy, confidentiality or data protection) as it may owe in respect of any information that comes into its possession or control in connection with any Advertising or other activity conducted under an IO.
Except as may be contained expressly in an IO, Advertiser acknowledges that:
a. no undertaking is given as to the number of Impressions, Clicks or other events that may occur in relation to any Advertising; and
b. any proposed objectives, target audience or proposed tactics are indicative only, and Venatus Media does not commit to them.
a. Each party (“Disclosee”) shall keep confidential all Confidential Information of the other party (“Discloser”) and shall not disclose any such Confidential Information save to such employees, agents or sub-contractors of the Disclosee who need to know the same for the purposes of an Agreement.
b. For the purposes of this Clause, “Confidential Information” means all information which is expressed to be or ought reasonably to be regarded as the confidential information of the Discloser (including, without limitation, business or financial details and arrangements of the Discloser).
c. Advertiser agrees that it shall not object to Venatus Media conducting advertising research using data provided by or relating to Advertiser, to be used in aggregate.
Save to the extent that they are expressed in these Ts & Cs, all representations, conditions, warranties and terms relating to the services provided by Venatus Media under or in connection with an Agreement (whether statutory or otherwise, and including, without limitation, any as to the fitness for a particular purpose, satisfactory quality or merchantability of any thereof) are hereby excluded by Venatus Media to the fullest extent permitted by law.
9. Limitation of Liability
a. Nothing in these Ts & Cs limits Venatus Media’s liability for death or personal injury resulting from Venatus Media’s negligence.
b. If any Advertising is run incorrectly or not in accordance with the relevant IO, then Venatus Media’s entire liability and Advertiser’s entire remedy shall be for Venatus Media to arrange for the relevant Advertising to be re-run substantially in accordance with that IO (save for any timing requirements contained in it) – see further Clause 3 c. of these Ts & Cs.
c. Except for liability arising or dealt with under sub-Clause a. or b. above, Venatus Media ‘s aggregate liability arising under or in connection with an Agreement (whether such liability arises from negligence, breach of contract or howsoever) in respect of any Agreement shall not exceed the greater of: (i) the total amounts payable by Advertiser under the relevant IO; and (ii) £1,000; provided that in no event will Venatus Media be liable to Advertiser or any other person for or in respect of any indirect or consequential loss or damage, or for any loss of data, profit, revenue, contracts or business, howsoever caused (whether arising out of any breach of an Agreement or these Ts & Cs, any negligence of Venatus Media or any other person or otherwise), even if the same was foreseeable by, or the possibility thereof is or has been brought to the attention of, Venatus Media .
a. Venatus Media may immediately terminate any IO upon notice to Advertiser in the event of default by Advertiser in the payment of any invoice or any other breach of the terms of an Agreement. In such event, all Net Charges under any then-outstanding IO shall thereupon become immediately due and payable and Venatus Media shall be entitled to invoice the Advertiser for such charges and for the remainder of any Campaign under the terminated IO as if the Completion Criteria for it had been entirely met.
b. Termination of these Ts & Cs shall not release Advertiser from its obligation to make payment for all Advertising that has been displayed, or for other charges that have been incurred prior to the date such termination becomes effective.
c. Advertiser may terminate an IO immediately on written notice to Venatus Media in the event that Venatus Media is in material breach of these Ts & Cs, and such breach remains unremedied within thirty days after written notice given by Advertiser specifying the breach and requiring its remedy.
d. Additionally, the Advertiser may terminate an IO by two full working days’ notice to Venatus Media, provided that in such event Venatus Media shall be entitled at any time thereafter to invoice the Advertiser for the entirety of each Campaign under the terminated IO as if the Completion Criteria for it had been entirely met. For the purposes of these Ts & Cs, “working day” means a day other than Saturdays, Sundays and public holidays in England and Wales.
e. Any termination of an IO under this Clause shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of the relevant Agreement which are by their construction intended to survive such termination.
All notices and other communications to be given under these Ts & Cs or any Agreement shall be given in writing to either party at the address or email address specified in the IO. All notices shall be deemed given within one day after dispatch (in the case of notice by email, provided read receipt is obtained and retained) or three working days after dispatch (in the case of notice given by first class, recorded delivery post, provided proof of sending is retained).
12. Entire Agreement
Each Agreement contains the entire agreement and understanding between the parties with respect to the subject matter thereof, and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and their agents (or any of them) and all prior representations and expressions of opinion by either party (or its agents) to the other party (or its agents), save that neither party shall limit or exclude or be deemed to limit or exclude any fraud or fraudulent representation by that party (or its agents) to the other party (or its agents) by this Clause.
a. If any provision of an Agreement is or becomes invalid or illegal in any respect such provision shall be deemed to be severed from the Agreement but the validity, legality and enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby.
b. A failure by either party to exercise and any delay forbearance or indulgence by either party in exercising any right, power or remedy under an Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.
c. Venatus Media shall be entitled to sub-contract the performance of any of its obligations under an Agreement, and (provided it notifies Advertiser thereof) to assign all or any of its rights and obligations under each Agreement and these Ts & Cs.
d. Advertiser shall not assign or otherwise transfer any of its rights and obligations under an Agreement to any other person without the prior written consent of Venatus Media.
e. The Clause headings in these Ts & Cs and each Agreement are included for convenience only and shall not affect the construction of the relevant Agreement.
f. Nothing in an IO shall prevail over any these Ts & Cs unless it is expressly stated to do so in the IO.
g. Words and phrases accorded a particular meaning in any Clause shall (unless the context otherwise requires) be accorded that meaning when they appear elsewhere in the relevant Agreement.
h. Neither party shall be liable for any breach of an Agreement that results from matters beyond such party’s reasonable control, provided that both parties shall work together to ameliorate the effects thereof.
14. Governing Law
a. These Ts & Cs and each Agreement shall be governed by English law.
b. All disputes arising out of or in connection with these Ts & Cs or any Agreement shall be subject to the non-exclusive jurisdiction of the Courts of England…