Terms and Conditions of digital advertising
All advertisements accepted for publication by AE3
Media in any of its online products are accepted subject to these terms and
conditions. Any other conditions proposed by the Client shall be void unless
accepted by AE3 Media in writing. These terms and conditions, in conjunction
with the relevant IO comprise the agreement between AE3 Media and the Client.
3rd Party Ad Server
means a third party providing advertising of the Advertiser’s products and
services that are identical or similar to those that are subject to the
Ads means advertising communicated to end users by electronic
distribution systems; Advertiser means the party whose products and/or services
are to be advertised pursuant to the Deliverables;
Advertising Materials means advertising copy, including, without
limitation, artwork, text and active URLs.
Affiliate means in respect of any person to whom the term Affiliate
refers a company, corporation or partnership or other business entity
(“entity”) which is directly or indirectly controlled by or under substantially
common control with or controls (as the case may be) the person so referred to
and for this purpose “control” means the power of an entity to secure (whether
by the holding of shares, possession of voting rights or by virtue of any
powers conferred by articles of association, constitution, partnership, agreement
or other document regulating the entity in question) that the entity’s affairs
are conducted in accordance with its wishes.
Agency means an advertising agency representing the Advertiser;
Campaign Period means the period of time during which the campaign
subject to the relevant IO is to be operative; Client means the Advertiser or
Agency as the case may be;
Deliverables means the type and amount of the service required
including, without limitation, page impressions, clicks or other actions specified
and agreed by the parties irrespective of the delivery systems and platforms to
which they are directed.
IAB means the Internet Advertising Bureau
IO means a campaign insertion order specifying the terms on which AE3
Media will provide the Deliverables; Licensor means AE3 Media, whose office is
at Haymarket House, 28-29 Haymarket, London SW1Y 4RX.
Over delivery means the delivery by AE3 Media of a greater volume of
Deliverables than that specified in the IO where the incremental Deliverables
accrue a liability by the Client to AE3 Media and ‘Overdeliver’ shall be
Policies means AE3 Media’s editorial policies from time to time
including without limitation privacy policies, user experience policies,
policies regarding consistency withAE3 Media’s public image, community
standards regarding obscenity or indecency , other editorial or advertising
Site(s) means those websites owned or controlled by AE3 Media.
Technical Specifications means the delivery format of the Advertising
Materials required to ensure that the visual appearance of the Ads as set out
in the IO is accessible and capable of view on the Sites;
Total Cost means all sums under the terms of the IO exclusive of VAT,
which shall be paid without set-off.
1. INSERTION ORDERS
1.1 Parties may negotiate IOs under which AE3 Media will deliver Ads provided
by the Client on the Site for the benefit of the Client.
1.2 In each case, AE3 Media shall provide the Client an IO which shall specify:
(a) the Deliverables;
(b) the price(s);
(c) the maximum expense the Client wishes to incur pursuant to the IO (if
(d) the start and end dates of the campaign;
(e) the identity of and contact information for any 3rd Party Ad Server, if
applicable. (f) any special Ad delivery scheduling and/or Ad placement
(g) editorial adjacency requirements, if any; and
(h) Technical Specifications.
1.3. Both parties must agree in writing to a revision of an IO previously
2. AD PLACEMENT AND POSITIONING
2.1 AE3 Media will use reasonable endeavours to display/transmit the
Advertising copy during the Campaign Period in accordance with the terms of the
2.2. If Advertising Copy is not transmitted/displayed in accordance with the
agreed specifications set out in the IO within the Campaign Period for reasons
other than the default of the Client, AE3 Media will use reasonable endeavours
to comply with those specifications within one month of the end of the Campaign
Period. The Client will be entitled to an appropriate pro-rata rebate of the
Total Cost based on the number of impressions actually transmitted after the
additional one month period.
2.3. AE3 Media will provide to the Client within 5 business days of acceptance
of an IO revised Technical Specifications, as agreed upon by the parties. If
AE3 Media changes such Technical Specifications after that two business day
period it will allow the Client to suspend (without altering the end date
unless otherwise agreed by the parties) delivery of the affected Ad for a
reasonable time in order to either
(a) allow the Client to send revised Advertising Materials to AE3 Media; or
(b) allow AE3 Media to resize the Ad at AE3 Media’s cost, and with final
creative approval of Client, within a reasonable time period to fulfil the
guaranteed levels of the IO; or
(c) accept a comparable replacement; or
(d) if the parties are unable to negotiate an alternate or comparable
replacement in good faith within 5 business days, immediately cancel the
remainder of the IO for the affected Ad without penalty.
2.4 In the event that AE3 Media fails to comply with the editorial adjacency
requirements set out in the IO, the Client shall notify AE3 Media of the same
in writing, whereupon AE3 Media shall use its reasonable endeavours to ensure
that the Ad becomes compliant with the relevant requirements within 3 business
days of such notification.
2.5 AE3 Media shall deliver the relevant campaign in accordance with the dates
specified in the IO. AE3 Media shall be responsible for compensating the Client
in respect of under delivery in excess of a five (5) percent of the total
booking (as reported by 3rd Party Ad Servers) set out in the IO.
2.6. In the event that Advertising Copy is not transmitted/displayed in
accordance with the agreed specifications set out in the IO within the Campaign
Period as a result of the default of the Client, AE3 Media reserves the right
to make additional charges in respect of the period of delay prior to its
receipt of Advertising Copy complying fully with the agreed specifications of
3. PAYMENT AND PAYMENT LIABILITY
3.1 AE3 Media shall render invoices to the Client for all sums due to AE3 Media
pursuant to this Agreement at intervals of not more than one calendar month,
the first such invoice to be rendered within one calendar month of acceptance
of the IO. The Client will be responsible for payment of VAT and/or any other
applicable sales tax.
3.2. The Client shall settle all invoices in full within 30 days. If the Client
is in default of payment by the due date AE3 Media, shall without prejudice to
its other rights, be entitled to refuse to transmit the Advertising Copy and
AE3 Media’s obligations generally will be reduced pro-rata to the delay in
payment including, without limitation, the number of guaranteed impressions or
plays obliged to be transmitted/displayed, without affecting the Client’s
financial responsibility for all impressions and plays ordered and inventory
3.3. The existence of a valid query on any individual item in an invoice will
only affect the due date of payment of that individual item. The Client must
notify AE3 Media of any such query within seven days from the date of the
invoice after which AE3 Media will not agree to amend the terms of the relevant
3.4 The Client may not set off any payment due in an invoice against
liabilities of AE3 Media.
3.5. For the avoidance of doubt, any discounts or rebates offered by AE3 Media
shall only be available in respect of the campaign specified in the IO and
shall not be available to any Affiliate of the Client.
3.6. For the avoidance of doubt, where the Advertising Agency is the Client, it
is contracting as principal in all respects and as such will be personally
liable for the payment of the Total Cost and for all other obligations under
3.7. Should an Agency fail to make payment within the deadline stipulated in
the relevant invoice, AE3 Media reserves the right to inform the Agency’s
client of such default.
3.8 All late payments shall be subject to compensation and interest pursuant to
the Late Payment of Commercial Debts (Interest) Act 1998.
3.9. No credits or set-offs in respect of an invoice (or part thereof) shall be
accepted by AE3 Media unless it is agreed within 12 months of the date thereof.
If the Client wishes to postpone the Campaign Period AE3 Media shall consider
such request in good faith but shall have no obligation to consent to such
postponement. Any acceptance of such postponement shall require immediate
pre-payment of the Total Cost less any payments previously made.
5. CANCELLATION AND REVISION
5.1 At any time, the Client may cancel the IO with 30 days prior written
notice, without penalty. If the Client cancels the IO less than 30 days prior
to the serving of the first impression, the client is liable to pay 50% of the
total value of the IO. If the client cancels the IO after the first impression
is served, then the client is liable to pay 100% of the value of the IO.
5.2. In the event that a Client seeks to revise an IO the Client must provide a
written request 30 days prior to the intended date of the requested revision.
In the event that AE3 Media accepts such request (which it may accept or reject
in its absolute discretion), billable rates will automatically revert to the
appropriate published rate (the ‘ratecard’) for the revised impressions or such
other rate as AE3 Media shall advise the Client.
AE3 Media may terminate an IO at any time if the Client is in material breach
of its obligations hereunder that is not remedied within 14 days after the date
of AE3 Media’s written notice, except as otherwise stated in this Agreement
with regard to specific breaches.
7. BONUS IMPRESSIONS
7.1 Where the Client engages a 3rd Party Ad Server, AE3 Media will not
Overdeliver without prior written consent from the Client.
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 AE3 Media 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 AE3 Media that the guaranteed or capped levels
stated in the IO have been reached, AE3 Media will use reasonable endeavours to
suspend delivery within two business days thereafter.
8. FORCE MAJEURE
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 AE3 Media suffers such a delay or
default, AE3 Media 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 Client, AE3 Media shall allow the Client 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, AE3
Media or Client has the right to cancel the remainder of the IO without
9. ADVERTISING MATERIALS
9.1 The Client shall submit Advertising Materials at least 5 business days
before the commencement of the Campaign Period in accordance with AE3 Media’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 AE3 Media 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 AE3 Media 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 AE3 Media’s sole
reasonable judgment, do not comply with any applicable law, regulation or other
judicial or administrative order. In addition, AE3 Media 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 AE3 Media or any of its
9.4 If Advertising Materials provided by the Client are damaged, not to AE3
Media’s specifications, or otherwise unacceptable, AE3 Media will use
reasonable endeavours to notify the Client within 5 business days of its
receipt of such Advertising Materials.
9.5 AE3 Media shall at all times retain all right, title and interest in any
intellectual property rights in Advertising copy produced on behalf of the
Client by AE3 Media.
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 Client hereby warrants, represents and undertakes to AE3 Media that:
(a) In respect of the Advertising Copy or any part thereof supplied by the
Client or any other material provided to AE3 Media by the Client (including the
Client’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 AE3 Media will not give rise to a right for any third
party to claim payment and/or damages;
(b) The Client has obtained and paid for all necessary consents, licences, and
permissions to advertise on the Site;
(c). The Client has taken or will take all necessary steps to ensure that its
advertising 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 Client warrants that the Client 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
(f) The Client 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 AE3 Media harmless
10.2 AE3 Media warrants that it is authorized by the Licensor to enter into
agreements subject to these terms and conditions.
11.1. The Client will fully indemnify and keep AE3 Media 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 AE3 Media (or its directors, officers or employees)
howsoever arising from any breach of the Client’s warranties, obligations or
agreements contained herein.
11.2. The Client will provide AE3 Media 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
11.3. The Client acknowledges and confirms that AE3 Media has not provided it
with any guarantees concerning reach of the site or target audience. Any
statistics related to the site provided to the Client are provided as an
estimate based on prevailing available research only and may not be relied on by
the Client as a representation or otherwise.
12. LIMITATION OF LIABILITY
12.1. AE3 Media shall not be liable to the Client, 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, AE3 Media’s entire liability (if any) to
the Client, 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 Client to AE3 Media.
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
(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. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND
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
13.3. Notwithstanding anything contained herein to the contrary, the term
“Confidential Information” shall not include information which:
(i) was previously known to a party;
(ii) was or becomes generally available to the public through no fault of the
receiving party (“Recipient”);
(iii) 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”);
(iv) was developed by employees or agents of the Recipient independently of and
without reference to any information communicated to Recipient by Discloser; or
(v) 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
13.4 AE3 Media and the Client shall comply with their respective privacy
policies from time to time.
14.1. AE3 Media represents and warrants that it has the necessary authority to
provide the Deliverables set out in the IO subject to the terms and conditions
of this agreement, including any applicable Policies. The Client represents and
warrants that Client has all necessary licenses and clearances in respect of
the use of the content contained in their Ads and Advertising Materials.
14.2. The Client may not resell, assign or transfer any of its rights or
14.3 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
14.4 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.
14.5 In the event of any inconsistency between the terms of an IO and these
Terms and Conditions, the terms of the IO shall prevail.
14.6 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
14.7 No modification of these Terms and Conditions or any IO shall be binding
unless in writing by both parties.
14.8 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.
14.9 All rights and remedies hereunder are cumulative.
14.10. 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 AE3 Media and the Client shall be sent to the contact as
noted in the IO with a copy to the Legal Department. All notices to Client
shall be sent to the address specified on the IO.
14.11. Clauses 3, 9, 10, 11, 12, and 14 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
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