Sponsored Advertising Terms & Conditions

1Definitions and interpretation

1. 1.1.1"Budget" means the monthly budget you agree for us to spend on your advertising campaigns.
2. 1.1.2"Business Day" means a day other than a Saturday, Sunday or public holiday in England.
3. 1.1.3"Charges" means the fees payable for the supply of the SP Services.
4. 1.1.4"Commencement Date" means the date on which SP Services start as set out in the Order Form.
5. 1.1.5"Sponsored Advertising" or "SP" means paid media solutions such as pay-per-click and engagement advertising.
6. 1.1.6"SP Provider" means the providers we use for delivering your internet advertising services.
7. 1.1.7"SP Services" means the Sponsored Advertising services provided to you from time to time.
8. 1.1.8"Initial Term" means 12 months from the Commencement Date or such other period set out in the Order.

2Basis of contract

1. 2.1Any proposal we give shall not constitute an offer.
2. 2.2Each Order is a separate offer by us to provide the Services on these Terms.
3. 2.3Contract acceptance occurs on your successful completion of the order acceptance process.
4. 2.4Marketing materials are illustrative and do not form part of the Contract.
5. 2.5These Terms apply to the exclusion of any other terms.
6. 2.6If there is any inconsistency, the Order prevails.

3When the SP services start

1. 3.1Services commence on the Commencement Date.
2. 3.2We are not liable for any delays where you have not made payment in accordance with clause 7.3.

4Supply of SP services

1. 4.1We shall provide the Services using reasonable care and skill in all material respects.
2. 4.2Performance dates are estimates only.
3. 4.3We may amend the Services to comply with law or for non-material reasons.
4. 4.4We warrant that we will maintain necessary licences, consents and permissions and comply with applicable laws and regulations.
5. 4.5We do not warrant that your use of the SP Services will be uninterrupted, error-free or meet your requirements.
6. 4.6We are not responsible for any delays, delivery failures or other loss related to data transfer over networks.

5SP services

1. 5.1Services are provided within your proposed Budget, which forms part of the Charges.
2. 5.2Once the Budget is used up for a particular month, the SP Services shall be paused until the next month unless you increase the Budget.
3. 5.3We do not warrant or guarantee that the SP Services will lead to any particular result or return.
4. 5.4We may choose not to place any specific phrase or words that we consider unlawful, infringing or otherwise inappropriate.

6Your obligations

You shall:

1. 6.1.1ensure that the Order information is complete and accurate;
2. 6.1.2cooperate with us in matters relating to the Services;
3. 6.1.3comply with our reasonable instructions;
4. 6.1.4use the Services for your own business purposes only;
5. 6.1.5not use the Services for any improper or unlawful purpose;
6. 6.1.6provide such information and materials as we may reasonably require;
7. 6.1.7obtain all necessary licences, permissions and consents before the Services begin;
8. 6.1.8comply with all applicable laws, codes and regulations.
9. 6.2If a Customer Default occurs, we may suspend the SP Services until remedied, we are not liable for resulting delays, and you shall reimburse us on demand for resulting costs or losses.

7Charges and payment

1. 7.1Charges may increase to reflect costs caused by your delays or inadequate information.
2. 7.2Charges may increase at the end of the Initial Term on not less than 14 days' prior written notice.
3. 7.3Invoicing occurs in advance of the Commencement Date and monthly thereafter.
4. 7.4Payment is due in pound sterling (or as specified in the Order) within 14 days of invoice, to the bank account we nominate.
5. 7.5Amounts are exclusive of VAT, payable in addition on receipt of a valid VAT invoice.
6. 7.6If you fail to pay, we may suspend the SP Services and interest accrues daily at 3% over the Bank of England base lending rate.
7. 7.7All amounts due are payable in full without set-off, counterclaim, deduction or withholding.

8Intellectual property rights

1. 8.1We (or our licensors) own all Intellectual Property Rights in the SP Services.
2. 8.2Materials you supply remain owned by you; you grant us a non-exclusive licence to use them for providing the Services.
3. 8.3We retain ownership of pre-existing or generic material used in performing the Services.
4. 8.4You own Intellectual Property Rights in any content you provide or campaigns you create independently. We own Intellectual Property Rights arising in connection with the SP Services and grant you a non-exclusive, revocable licence to use them.
5. 8.5You warrant that your instructions will not infringe any third-party Intellectual Property Rights.

9Data protection

10Limitation of liability

1. 10.1Liability under this clause covers every kind of liability under the Contract.
2. 10.2Nothing limits liability under clause 7.
3. 10.3Nothing limits any liability that cannot legally be limited (death or personal injury by negligence; fraud; section 2 of the Supply of Goods and Services Act 1982).
4. 10.4Our total aggregate liability is limited to 100% of the Charges payable by you under the Contract.
5. 10.5We have no liability for: loss of profits, sales, business, agreements, anticipated savings, software or data corruption, goodwill, or any indirect or consequential loss.
6. 10.6Sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are excluded.
7. 10.7This clause survives termination.

11Suspension and termination

1. 11.1The Contract continues for the Initial Term and automatically renews for one-year periods unless either party gives 30 days' notice. Earlier termination takes effect at the end of the current term.
2. 11.2Either party may terminate immediately for: (a) material breach not remedied within 14 days of notice; (b) insolvency or analogous events; (c) suspension or cessation of substantial business; (d) financial deterioration affecting performance; (e) reasonable belief that any of the above is imminent.
3. 11.3We may terminate immediately for payment failure.
4. 11.4We may suspend the Services for payment failure or a Customer Default.

12Consequences of termination

1. 12.1On termination: all rights and licences end; you must pay outstanding invoices and interest; you must return our materials and any Deliverables.
2. 12.2Termination does not affect accrued rights or liabilities.
3. 12.3Surviving provisions remain in effect.

13General

1. 13.1Force majeure: neither party is liable for delays caused by events beyond its reasonable control.
2. 13.2Assignment: we may assign or subcontract. You may not assign without our prior written consent.
3. 13.3Confidentiality: six-month post-termination obligation, with usual exceptions.
4. 13.4Entire agreement: supersedes all prior arrangements.
5. 13.5Variation: written signatures only.
6. 13.6Waiver: written waivers only.
7. 13.7Severance: invalid provisions are deleted and replaced.
8. 13.8Notices: written by email to the Order address.
9. 13.9No third-party rights under the Contracts (Rights of Third Parties) Act 1999.
10. 13.10Governing law: the law of England and Wales.
11. 13.11Jurisdiction: exclusive jurisdiction of the courts of England and Wales.