Business terms and conditions
Terms and Conditions

These Terms apply to the media buying and planning, data, creative, search engine optimisation and other advertising and marketing related services to be provided by INFORM ADVERTISING LIMITED, a company with its address at 141, Wardour Street, London, W1F 0UT and company number 8805087 (“INFORM ADVERTISING”) to the Client, as detailed in the insertion order or other document (the “Insertion Order”) to which these Terms relate.

These Terms and the Insertion Order together constitute the “Agreement” between the parties.  Each Insertion Order that is signed by both parties shall constitute a separate agreement between the parties. These Terms shall apply to the exclusion of all other terms and conditions of the Client, notwithstanding anything to the contrary in any such documents.

1 Services to be Provided

1.1 The Client appoints Inform Advertising to provide the Services described in the insertion order (the “Services”). The Services shall be performed subject to and in accordance with the provisions of the Agreement.

2 Inform Advertising Remuneration and Media Charges

2.1 In consideration of the performance of the Services, the Client shall pay Inform Advertising the fees detailed in the insertion order (the “Fees”). Unless otherwise stated the fees are payable in GBP.
2.2 The Client will also pay Inform Advertising for all charges levied by:
(a) media providers for the placement of advertising as approved in advance by the Client, in accordance with any media plan provided by Inform Advertising; and
(b) advertising exchanges, trading platforms or other third party intermediaries or providers, including automated advertising bidding service providers involved in the placement, delivery or optimisation of the Client’s digital advertisements or other Services identified in an insertion order.
2.3 The remuneration includes all travel, subsistence and despatch costs within the Greater London area which are incurred by Inform Advertising in the course of providing the Services. All other travel, despatch, subsistence and other disbursements and extraordinary costs properly and reasonably incurred in providing the Services will be chargeable to the Client including a 15% handling fee provided each such expenditure has been approved in advance by the Client or pursuant to a budget approved in advance by the Client.

3 Term

3.1 The Agreement shall apply from the date specified in the Insertion Order and, subject to earlier termination in accordance with this Agreement, continue in full force and effect for the term specified in the insertion order (the “Initial Term”), and thereafter unless and until terminated by either party giving the other not less than 45 days written notice, such notice not to expire before the expiry of the Initial Term.
3.2 Where no term is specified in the insertion order, either party may terminate the Agreement by giving not less than 45 days written notice to the other party.
3.3 Upon termination of the Agreement, the Client shall promptly pay all outstanding Fees and reimburse Inform Advertising for any costs properly incurred by Inform Advertising in the course of performing the Services and to which it is committed at the time of termination.
3.4 Either party may terminate this Agreement immediately upon written notice to the other party:
(a) in the event of any material breach of this Agreement by the other party which breach is not remediable or, if remediable, is not remedied within thirty (30) days after the service by the party not in default of a written notice on the other party, specifying the nature of the breach and requiring that the same be remedied; or
(b) if the other party shall cease carrying on business in the normal course, or shall call a meeting of its creditors or make a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrative receiver or other similar officer is appointed in respect of all or any part of its business or assets, or if a petition is presented or a meeting is convened for the purpose of considering a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or it is the subject of an administration order.
3.5 Notwithstanding any other provision of the Agreement, Inform Advertising may immediately, on written notice to the Client, suspend or terminate the Services if:
(a) any of its suppliers (including without limitation media providers or Online Intermediaries) suspend or terminate the services being supplied to Inform Advertising, provided always that Inform Advertising will only suspend or terminate that part of the Services affected by the actions (or inaction) of any such third party supplier; or.
(b) any sum that is the subject of one or more invoices submitted by Inform Advertising under or in connection with this Agreement remains unpaid by the Client for at least 14 days beyond its due date for payment.

4 Approvals and Authority

4.1 After obtaining the Client’s general approval of campaigns, Inform Advertising will submit to the Client for specific approval estimates or quotations of the costs of the various items of advertising or digital services (whether in an insertion order or otherwise).
4.2 The Client’s written approval (which shall include email) of such estimates and quotations will be Inform Advertising’s authority to make reservations and contracts for space, time and other facilities.

5 Amendments

5.1 The Client may request in writing that Inform Advertising changes, rejects, cancels or stops all plans, schedules, insertion orders or work-in-progress and Inform Advertising shall take reasonable steps to comply, to the extent that Inform Advertising can do so within Inform Advertising’s contractual obligations to suppliers.
5.2 In the event of any cancellations or amendment as aforesaid, the Client agrees to reimburse Inform Advertising for any charges or expenses which Inform Advertising has incurred or to which Inform Advertising is contractually committed.

6 Payment Terms

6.1 The payment terms are based upon the principle that the Client will ensure that Inform Advertising is paid in time to meet the liabilities which arise from orders placed by Inform Advertising with media owners in respect of the Client’s advertisements.
6.2 All invoices in accordance with the Insertion Order approved by the Client will be presented to the Client at the end of the month of transmission, insertion or delivery and shall be due for payment 30 days from the date of invoice or before the end of the month immediately following transmission; whichever is earlier, unless specified otherwise.
6.3 Some media providers require payment of their accounts to be in their hands by specified dates, otherwise a surcharge of 3% per calendar month outstanding is incurred.  The Client agrees to pay Inform Advertising this surcharge if the Client fails to pay by the due dates.
6.4 All invoices presented to the Client by the due date and not subject to dispute which are not paid by the due date shall be subject to an interest charge at the statutory rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.
6.5 The Client may provide Inform Advertising with purchase order numbers in respect of all approved media and digital Intermediary charges and the Client will use such purchase order numbers on all relevant invoices. The absence of a purchase order number on an invoice will not constitute a valid reason for withholding payment.
6.6 Inform Advertising will use all reasonable endeavours to raise credit insurance cover on the Client. It may contact the Client to request financial information but it is understood that decisions relating to levels of credit insurance cover ultimately rest with the insurance underwriters. In the event that such cover is not available, Inform Advertising will require payment in full prior to any media bookings being made on the Client’s behalf.
6.7 If the Client has a bona fide dispute in respect of the whole or any part of any invoice, it shall use all reasonable endeavours to notify Inform Advertising in writing within 14 days after its receipt of the invoice.  If the Client notifies Inform Advertising in writing that it disputes the whole or any part of sums payable under any invoice, the Client may withhold payment of the amount in dispute, but shall pay the undisputed part in accordance with this Agreement.  The parties shall co-operate in good faith to resolve the dispute over the invoice as amicably and promptly as possible.

7 Legal Liability and Other Claims

7.1 Nothing in the Agreement shall exclude or limit liability for fraud, death or personal injury caused by negligence or any other type of liability to the extent it may not be excluded or limited as a matter of law. Subject to this:
(a) Inform Advertising’s maximum aggregate liability to the Client under or in connection with this Agreement for losses or damages suffered for any single event or series of related events and whether in contract, tort (including negligence) or otherwise will in no in circumstances exceed the greater of: (i) £5,000; and (ii) the Fees payable by the Client under this Agreement; and
(b) Inform Advertising will not be liable under or in connection with this Agreement for any:
(i) loss of actual or anticipated income or profits, loss of revenue, loss of goodwill or damage to reputation, loss of anticipated savings, loss of contracts; or
(ii) special, indirect or consequential loss or damage of any kind,
in each case howsoever arising, and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
7.2 Inform Advertising shall not be liable for any delay in or omission of publication, transmission or delivery or any error in any advertisement or its placement in the absence of negligence on Inform Advertising’s part.
7.3 While Inform Advertising will take all reasonable care to ensure that its systems and services are safe and secure, Inform Advertising is unable, due to circumstances beyond its reasonable control, to guarantee that its systems, services and deliverables will be free from viruses or other executable code. Should Inform Advertising become aware of any viruses or executable code that may adversely affect Client’s business, it will inform the Client as soon as possible.
7.4 Inform Advertising shall not be in any way responsible for the preparation, content, production, supplying or copy of advertisements supplied or to be supplied by the Client or its agents, subcontractors or other representatives.
7.5 If due to war, strikes, industrial action short of a strike, lockouts, accidents, fire, blockade, import or export embargo, natural catastrophes or other act, event, non-happening, omission or accident over which Inform Advertising has no control, Inform Advertising fails to complete its assignment or deliver the Services in the manner and within the time required by the terms of the Agreement Inform Advertising will not be responsible for any loss or damage which may be incurred by the Client as a result of such failure.

8 Client’s Obligations and Warranties

8.1 Client will give Inform Advertising clear briefings and will make available to Inform Advertising all relevant information required for its performance of the Services. Client shall provide any data, documents or other materials to be supplied by the Client to Inform Advertising under the Agreement (“Client Materials”) promptly so that Inform Advertising is able to comply with its obligations under the Agreement.
8.2 The Client hereby warrants and undertakes that:
(a) it has full power and authority to enter into the Agreement and that by doing so it will not be in breach of any obligation to a third party;
(b) it shall in connection with this Agreement, and the Client Materials shall, comply with all applicable laws, regulations and any applicable codes of practice, and it shall take appropriate steps to verify such compliance;
(c) use of Client Materials will not infringe the rights (including without limitation the intellectual property rights) of any third party anywhere in the world;
(d) Client Materials will not be obscene or discriminatory and will not defame or breach the privacy rights of any third party;
(e) Client Materials (including, without limitation, instructions in any insertion order or similar document) are accurate in all material respects;
(f) Client Materials will not contain any executable code, virus or malicious code;
(g) it shall comply with any third party policies applicable to the Services that Inform Advertising notifies to Client from time to time;
(h) it shall not set, place, read, write, access, delete or otherwise use any cookies or similar technology in connection with the Services;
8.3 The Client hereby indemnifies and keeps Inform Advertising indemnified against all losses, claims, liabilities, damages, costs and expenses suffered or incurred by Inform Advertising as a result of any breach of the above warranties and undertakings.
8.4 The Client agrees to inform Inform Advertising without delay if it considers that any claim or trade description in any Client Materials placed by Inform Advertising on behalf of the Client is false or misleading in any way.
9 Warranties of Inform Advertising
9.1 Inform Advertising warrants that: (i) the individual signing this Agreement (and the Insertion Order) on behalf of Inform Advertising has (and shall have) the full authority to legally bind Inform Advertising; and (ii) it will perform the Services in a workmanlike manner and with reasonable skill and care.

10 Terms of Business with Media and Suppliers

10.1 Unless otherwise stated, Inform Advertising’s contracts with media and other suppliers for the Client’s advertising are made in accordance with media rate cards and/or other standard or individual conditions and contracts.  The rights and liabilities between the Client and Inform Advertising shall correspond to those between Inform Advertising and the various media and suppliers under such conditions, and the Client hereby indemnifies and keeps indemnified Inform Advertising against all losses, claims, liabilities, damages, costs and expenses suffered as a result of any breach by the Client of any third party terms and conditions which Inform Advertising has entered into on the Client’s behalf.

11 Confidential Information

11.1 It is recognised that during the course of business, certain confidential information concerning marketing, sales, new products, media buying rates, media plans, pricing and the like, will be communicated to Inform Advertising by the Client and vice versa. Each party undertakes to maintain the confidentiality of the other party’s confidential information and only use such confidential information in the performance of its obligations under this agreement. Both parties shall instruct all employees that they have an obligation to ensure confidentiality of such information at all times. It is agreed that this obligation of confidentiality shall continue after termination.

12 Intellectual Property

12.1 Definitions
(a) “Background Materials” means Creative Material in existence prior to the date on which it is intended to use them in connection with the Services and in relation to which the Intellectual Property Rights are owned by Inform Advertising;
(b) “Creative Material(s)” means the advertising copy and other creative materials described in the Insertion Order that are to be provided by Inform Advertising under this Agreement, but excluding any Client Materials;
(c) “Intellectual Property Rights” means all copyright, patents, database rights, trademarks, design rights and any other proprietary right, now known or hereinafter created, together with all extensions and renewals of such rights;
(d) “Third Party Materials” means Creative Materials in which the Intellectual Property Rights are owned by a third party.
12.2 The Client hereby grants Inform Advertising and its group companies and other third party suppliers engaged in the provision of the Services a non-exclusive, non-transferable royalty-free licence during the term of the Agreement to use the Client Materials in connection with the Agreement.
12.3 The Client acknowledges and agrees that all Intellectual Property Rights in the Creative Materials shall immediately upon creation vest in and shall be and remain the exclusive property of Inform Advertising.
12.4 Subject to the remaining provisions of this Clause 12, upon payment of all Fees due for the Creative Material intended to be assigned (and provided that no other sum that is payable at that time by the Client to Inform Advertising pursuant to this Agreement is overdue), Inform Advertising hereby assigns the Intellectual Property Rights owned by Inform Advertising in that Creative Material to Client.  At Client’s cost and expense, Inform Advertising agrees to execute and deliver, promptly upon request, any documents, or do all such further acts, that which Client may reasonably request to evidence, obtain or perfect the assignment of rights to Client set out in this Clause 12.
12.5 The Client acknowledges that all Intellectual Property Rights in the Background Materials shall be owned by and remain the property of and vested in Inform Advertising (or its licensors). Subject to Inform Advertising receiving payment of all Fees and subject to on-going compliance by the Client with the terms of this Agreement, Inform Advertising hereby grants to Client a perpetual, non-exclusive, non-assignable, non-sub-licensable royalty-free licence to use in the UK, and such other countries as Inform Advertising may agree in writing, the Background Materials in connection with the Creative Materials.
12.6 If and to the extent that any of the Creative Materials comprise or include any Third Party Materials, Inform Advertising shall procure a licence for Client to use such work on such terms as may be agreed between Inform Advertising and the relevant third party.
12.7 Notwithstanding any of the above, Inform Advertising shall retain all know how obtained in connection with the Services nothing in this Agreement shall prevent Inform Advertising from using any know how, ideas, functionality or concepts acquired before or during the performance of the Services for any purpose, subject always to Inform Advertising’s obligations of confidence to Client under Clause 11.

13 Data Protection

13.1 Definitions
(a) “Data Controller” has the meaning given in the DPA;
(b) “Data Subject” means an individual who is the subject of Personal Data.
(c) “DPA” means the Data Protection Act 1998 (as replaced, updated or amended from time to time);
(d) “Personal Data” has the meaning set out in the DPA;
(e) “Processing and process” have the meaning set out in the DPA
13.2 The Client and Inform Advertising acknowledge that for the purposes of the DPA, Inform Advertising is the data processor in respect of any Personal Data processed by Inform Advertising.
13.3 Where Inform Advertising processes Personal Data on behalf of Client, then Inform Advertising shall:
(a) process such data solely in accordance with Client’s reasonable instructions from time to time;
(b) adopt and maintain appropriate security measures for processing data, both in terms of the technology used and how it is managed.
13.4 The Client warrants and undertakes to Inform Advertising that during the term of this Agreement:
(a) it has, and will continue to have, the necessary consents from Data Subjects to permit Inform Advertising (and its contractors) to process Personal Data in accordance with this Agreement;
(b) it will process the Personal Data in compliance with all applicable laws, regulations and codes of practice.
13.5 The Client hereby indemnifies and keeps Inform Advertising indemnified against all losses, claims, liabilities, damages, costs and expenses suffered or incurred by Inform Advertising, its group companies and contractors due to any failure by the Client or its employees or agents to comply with this Clause 13, provided always that such indemnity shall not cover any such loss or damage caused by Inform Advertising’s negligence or by Inform Advertising being in breach of this Clause 13.
13.6 Where the Services include the use of cookies or similar technology (“Cookies”) on Client’s owned or operated websites or other platforms (“Websites”), or the Services include Insight (which uses Cookies on Websites), in order to enable Inform Advertising to comply with its legal obligations, the Client shall:
(a) provide clear and comprehensive information on all Websites about the purpose of Cookies used on such Websites in connection with the Services (as detailed in Clause 17.2); and
(b) immediately (i.e. as soon as the user arrives at the applicable Website) obtain each Website user’s consent to the storing or accessing of information on a Website user’s device using Cookies, subject to Clause 17.4.
13.7 Inform Advertising uses Cookies in connection with the Services for the purposes detailed in this Clause 14 and such other purposes as Inform Advertising shall notify to the Client in writing from time to time. Website users can opt out at any time, although opting out will not affect the amount of adverts a user is served.
13.8 In the event that a Website user does not give their consent to the use of Cookies in connection with the Services, Client shall ensure there is an effective mechanism on the Website to ensure information is not stored or accessed on such Cookies on that user’s device.
13.9 The Client hereby indemnifies and keeps Inform Advertising indemnified against all losses, claims, liabilities, damages, costs and expenses suffered or incurred by Inform Advertising, its group companies and contractors due to any failure by the Client to comply with this Clause 17.

14 Entire Agreement

14.1 The Agreement and the documents referred to in it contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.  Each of the parties acknowledges and agrees that:
(a) in entering into the Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than the statements, representations, warranties and understandings expressly set out in the Agreement; and
(b) its only remedies in connection with any statements, representations, warranties and understandings expressly set out in the Agreement shall be for breach of contract as provided in the Agreement.  Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
14.2 The Agreement states the full extent of Inform Advertising’s obligations and liabilities in respect of the performance of the Services and the parties agree that any condition, warranty, representation or other term concerning the performance of the Service which might otherwise be implied into or incorporated in the Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

15 General

15.1 Client shall not be entitled to assign, sub-license or otherwise transfer the benefit or burden of the Agreement to any person without the prior written agreement of Inform Advertising.
15.2 In the event of any conflict between the provisions set out in the Insertion Order and the Terms, the Terms shall take precedence in relation to that matter.
15.3 If any term of the Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
15.4 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to the Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
15.5 All notices, which are required to be given hereunder, shall be in writing and shall be sent to the address of the recipient set out in the Insertion Order. Any such notice may be delivered by hand or by first class post or facsimile and shall be deemed to have been served by hand when delivered if by first class post, 48 hours after posting and if by facsimile when delivery confirmation is received.
15.6 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
15.7 We reserve the right to amend these Terms by publishing a note on our website or by using reasonable endeavours to bring the new Terms to your attention.
15.8 The construction, validity and performance of the Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them arising under or in connection with the Agreement.
Special Terms Applicable:
A. WHERE THE SERVICES INVOLVE THE USE OF COOKIES
B. TO HOSTING SERVICES

16 Hosting Services

16.1 Where Services include website, and/or database hosting, Inform Advertising shall use its reasonable endeavours to ensure that such website and/or database remains available for the uptime agreed with the Client. However, Inform Advertising is unable to guarantee availability of any website or database it may agree to host.