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Standard Terms and Conditions for Advertising

1 DEFINITIONS

1.1 The following terms have the corresponding meaning for the purposes of this Agreement:

“Ad” means Branded Content, Sponsored Content, Buyer Ads and ANL Ads.

“Advertiser” means the advertiser listed on the applicable IO, whose products, services, and/or brand are being advertised in the Ad(s) referred to in the relevant IO.

“Advertising Regulation” means

(a) any present or future applicable code of practice, adjudication, decision, guideline, direction or rule of the Committee of Advertising Practice, Broadcast Committee of Advertising Practice, Advertising Standards Authority and/or the Advertising Standards Authority (Broadcast) including any applicable modifications, extension or replacement thereof in force from time to time; and

(b) all other UK laws, statutes, regulations, decisions, requirements, codes of practice, and guidance which are applicable to advertising including those of Trading Standards, Ofcom, Information Commissioner’s Office, Phone-paid Services Authority, Medicines and Healthcare products Regulatory Agency, the Gambling Commission and other such bodies or their replacements from time to time.

“Affiliate” means, in relation to any entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

“Agency” means the Advertiser’s advertising agency or media agency, if any, listed on the applicable IO.

“Agreement” means these Terms together with the relevant IO accepted by ANL in accordance with these Terms.

“ANL” means Associated Newspapers Limited of Northcliffe House, 2 Derry Street, London, W8 5TT (Company Number 84121).

“ANL Ads” means any advertisement, including inserts, that comprises of Buyer Materials and ANL Materials, and is created or commissioned by or on behalf of ANL under this Agreement for the Buyer and that is Published or is intended to be Published under the terms of the Agreement.

“ANL Trading Director” means the individual named as Display Director on the IO.

“ANL Materials” means any materials created, commissioned, licenced or reworked by or on behalf of ANL under this Agreement (including on behalf of TMG) including artwork, copy, designs, photographs, video recording, character, music, voice over, sound recording, performance, painting, logo, active URLs, software, methodology, know-how and processes, or any other materials protected by IP Rights whether or not they are incorporated in to the Ads.

“ANL Media” means ANL Print Media and/or ANL Online Media.

“ANL Print Media” means print media, including the print edition of newspapers, specified in an IO, that are owned, operated, or controlled by ANL or an Affiliate of ANL.

“ANL Online Media” means online media, including website and mobile or tablet applications, specified in an IO, that are owned, operated, or controlled by ANL or an Affiliate of ANL.

“Branded Content” means content (excluding Sponsored Content), including advertorial which i) comprises of ANL Materials and/or Buyer Materials, ii) is created by or on behalf of ANL, iii) is intended to promote the Advertiser, its goods, services and/or its opinions, iv) is Published or is intended to be Published under the terms of the Agreement, and v) in order to comply with Advertising Regulation, is likely to require signposting as advertising content to distinguish it from editorial content or Sponsored Content.

“Buyer” means the person placing the IO with ANL (whether it be the Advertiser, the Agency, the Advertiser’s media buyer or other third party acting on behalf of the Advertiser).

“Buyer Ad” means any advertisement, comprising wholly or mainly of Buyer Materials, that is supplied to ANL by or on the Buyer’s behalf, including inserts but excluding ANL Ads, Branded Content and Sponsored Content, that is Published
or intended to be Published under the terms of the Agreement.

“Buyer Materials” means any materials, including artwork, copy, designs, photographs, video recording, character, music, voice over, sound recording, performance, painting, logo, software, active URLs, content from social media
platforms or any other materials protected by IP Rights and supplied by or on behalf of the Buyer under the Agreement.

“Campaign End Date” means the last date for publication of the Ad(s) (as detailed in the relevant IO).

“Campaign Start Date” means the earliest date for publication of the Ad(s) (as detailed in the relevant Insertion Order).

“Controller” has the meaning set out in the GDPR.

“Data Protection Legislation” means all data protection and privacy legislation, regulations, and other rules having equivalent force (as amended, consolidated or re-enacted from time to time) which relates to the Processing, privacy and use of Personal Data under this Agreement, including: (a) the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and/or any corresponding or equivalent national laws or regulations (including the Data Protection Act 2018 in the United Kingdom); (b) the Privacy and Electronic Communications Regulations 2003, SI 2003/2426, and EC Directive 2002/58/EC (ePrivacy Directive); (c) any judicial or administrative interpretation of any of the above and (d) any approved guidance and codes of practice issued by the relevant Supervisory Authority.

“Data Subject” has the meaning set out in the Data Protection Legislation.

“Fee” means the sum set out as being payable by the Buyer in the IO in addition to any production costs, late copy fees, administration charges and box number charges levied on the Buyer by ANL from time to time in accordance with this Agreement, the relevant Rate Card(s) and the Guidelines. Where applicable, a 0.1% surcharge on behalf of the Advertising Standards Board of Finance or the Broadcast Advertising Standards Board of Finance will be levied.

“Guidelines” means ANL’s advertising criteria and specifications made available at https://www.mailmetromedia.co.uk/advertise-with-us/rates-specs/ including any content limitations and technical specifications, privacy policies, user experience policies, policies regarding consistency with ANL’s public image, standards regarding obscenity or indecency and other editorial and/or advertising policies as amended from time to time and, in addition, in respect of Buyer Ads and/or Buyer Materials Published (or to be Published) in TMG Print Media, the Telegraph Advertising Content Guidelines.

“IP Rights” means any patents, trade marks and design rights (whether or not registered), copyright, performers property rights, database rights and any and all other intellectual proprietary rights, wherever in the world enforceable, including all reversions, renewals, extensions and all applications for registration.

“IO” or “Insertion Order” means an insertion order submitted by the Buyer to ANL.

“Joint Controllers” has the meaning set out in the Data Protection Legislation.

“Media” means ANL Media and/or Third Party Media.

“Performance Metric” means the basis for measuring the performance of Buyer Ads and/or ANL Ads Published on ANL Online Media, and used to calculate the Fee. The Performance Metric may comprise any or all of the following:

(a) “CPC Metric” means the metric used where the Buyer Ads and/or ANL Ads are to Published on a cost per click basis, and

(b) “CPM Metric” means the metric used where the Buyer Ads and/or ANL Ads are to Published on a cost per thousand impression basis.

“Personal Data” has the meaning given to it in the Data Protection Legislation.

“Processing” has the meaning set out in the Data Protection Legislation (and “Process” and “Processed” when used in relation to the Processing of Personal Data, shall be construed accordingly).

“Publish“, Published” or “Publication” means placed or served (as applicable) by or on behalf of ANL in or on Media.

“Rate Card” means ANL’s rate card for the Services as amended from time to time.

“Schedules” means the schedules attached to the Terms.

“Services” means the services to be supplied by ANL under this Agreement as set out in the relevant IO.

“Sponsored Content” means any content which i) is created by or on behalf of ANL or TMG comprising ANL Materials only, or ii) comprises ANL Materials and such other materials as are subject to the sole editorial control of ANL or TMG, as the case may be, and iii) is Published or is intended to be Published under the terms of the Agreement.

“Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, board or other body responsible for administering Data Protection Legislation.

“Telegraph Advertising Content Guidelines” means those advertising content guidelines set out in Annex 1 to Schedule 1;

“Terms” means these terms and conditions for advertising services (excluding the Schedules).

“Third Party Media” means media, such as websites and mobile applications, specified in an IO, that are not owned, operated, or controlled by ANL or an Affiliate of ANL, but on which ANL has a contractual right to place Ads, which shall include the TMG Print Media.

“Third Party Publisher” means an owner, operator and/or controller of a Third Party Media.

“TMG Print Media” means the print media that is owned, operated, or controlled by TMG or an Affiliate of TMG from time to time, including the print editions of The Daily Telegraph and The Sunday Telegraph newspapers (and all associated subsections, magazines and inserts) or such other media as is specified in an IO.

“TMG” means Telegraph Media Group Limited (company number 00451593) whose registered office is at 111 Buckingham Palace Road, London, SW1W 0DT.

“Transparency Requirements” means the requirements around ensuring that Processing is fair and transparent, as set out in the Data Protection Legislation (including, in particular the measures set out in Article 5(1)(a) and Article 14 of the GDPR, as applicable).

“written” or “in writing“, unless otherwise specified, means paper, fax, or e-mail communication.

1.2 Unless the context otherwise requires:

(a) the words “include” and “including” shall be construed without limitation; and

(b) any references to an enactment of legislation includes any subordinate legislation made from time to time under it and is to be construed as references to that enactment as from time to time amended or modified or any enactment replacing it.

1.3 The headings in this Agreement are for ease of reference only and shall be disregarded in construing or interpreting the Agreement.

1.4 Where any provision contained in the Schedules or an IO conflicts with any provision of the Terms the following order of precedence shall apply (unless otherwise expressly stated in an IO):

(a) Schedules;

(b) Terms;

(c) IO.

2 AGREEMENT

2.1 These terms of the Agreement, together with the relevant Insertion Order, shall constitute the entire agreement made between ANL and the Buyer in relation to the Services to the exclusion of any other terms and conditions (including without limitation any terms and conditions stipulated by the Buyer).

2.2 Any variations to the Agreement shall have no effect unless expressly agreed in writing and signed by the ANL Trading Director.

2.3 No legally binding agreement shall subsist between the Buyer and ANL until ANL has indicated its acceptance of the Buyer’s IO by:

(a) providing written acknowledgement of the IO, or

(b) Publishing an Ad.

2.4 In addition to these Terms and the relevant IO, the terms of the following Schedules shall also apply as follows:

(a) the terms of Schedule 1 shall apply only in respect of Ads Published in ANL Print Media; and

(b) the terms of Schedule 2 shall apply only in respect of Ads Published in ANL Online Media and Third Party Media.

2.5 The Buyer warrants, represents and undertakes that:

(a) the Buyer contracts with ANL as a principal at law;

(b) the Buyer is authorised to enter into this Agreement and it has the necessary authority to grant the rights set out in this Agreement; and

(c) where the Buyer is acting on behalf of the Advertiser it is authorised to enter into this Agreement.

3 PROVISION OF SERVICES

ANL shall use commercially reasonable efforts to supply the Services to the Buyer.

4 AD DELIVERY AND REVIEW

4.1 When submitting Buyer Ads and/or Buyer Materials to be Published, the Buyer shall ensure:

(a) the Buyer Ads and Buyer Materials are submitted to ANL via the method stipulated in the relevant IO or as otherwise agreed by the parties;

(b) the Buyer Ads comply with the Guidelines and any specifications set out in the relevant Rate Card; and

(c) ANL receive the Buyer Ads:

(i) in relation to Buyer Ads to be Published in ANL Print Media, within the period of time specified in the relevant Rate Card; and

(ii) in relation to Buyer Ads to be Published in ANL Online Media or Third Party Media, no less than two business days prior to the Campaign Start Date.

4.2 The Buyer acknowledges that Publication of a Buyer Ad does not constitute ANL’s agreement that the Buyer Ad has been provided in accordance with the Agreement, the relevant Rate Card and/or the Guidelines.

4.3 ANL shall not be liable for any errors in Buyer Ads where the Buyer Ads were not submitted in accordance with the provisions of the Agreement, the relevant Rate Card or the Guidelines.

4.4 ANL shall not be liable for any loss of or damage to any Buyer Ads or Buyer Materials submitted by the Buyer.

4.5 The Buyer acknowledges that it is responsible to check the correctness of each Ad (and each insertion of the Ad) except in respect of any Sponsored Content for which it shall have no editorial control.

4.6 The Buyer warrants, represents and undertakes that:

(a) the Publishing of a Buyer Ad will comply with all Guidelines;

(b) all Buyer Ads and Buyer Materials will comply with all applicable laws, regulations, rules, codes of practice and guidelines (including all Advertising Regulation), and will not contain any material which is defamatory, offensive, obscene or discriminatory (whether on the basis of gender, sex, sexual orientation, religion, nationality, ethnicity, disability or any other personal characteristics) and/or will not infringe any personal or proprietary rights (including any IP Rights) of, or breach any contract with, any person;

(c) any information supplied in connection with the Agreement, any Buyer Ad or Buyer Materials is accurate, true and complete; and

(d) any Buyer Ad, Buyer Materials, information or any other content submitted to ANL under this Agreement by the Buyer, Advertiser or a Third Party will be free from viruses and other malicious code and will not introduce a virus into ANL’s systems.

5 PROVISION OF CREATIVE SERVICES

5.1 Where, as part of the Services, ANL produces ANL Ads or Branded Content:

(a) the Buyer will give ANL full and clear instructions as to its requirements

(b) the Buyer will promptly supply to ANL (at no charge) any Buyer Materials reasonably required by ANL or otherwise necessary to provide the Services and shall ensure that it has all rights and licences in place to enable use by ANL of all Buyer
Materials.

5.2 ANL will seek the Buyer’s prior approval of:

(a) any estimates or quotations for any third party costs to be paid by the Buyer; and

(b) any creative treatments, including scripts, storyboards, copy, layouts, design, artwork, proposed marketing activity, in connection with any ANL Ads or Branded Content and the Buyer’s approval of such estimates and creative treatments will be ANL’s authority to enter into contracts with relevant third parties and to prepare draft ANL Ads and/or Branded Content.

5.3 ANL will seek the Buyer’s prior approval of any draft ANL Ads and/or Branded Content and such approval will be ANL’s authority to proceed with the production and distribution of the relevant draft ANL Ads and/or Branded Content.

5.4 In the event that the Buyer does not approve of any matter requiring approval it shall notify ANL of its reasons for disapproval within 3 days of ANL’s request. If the Buyer does not notify ANL of its disapproval in accordance with this clause 5.4, it shall be deemed approved.

5.5 Where a party is asked to give approval under or in connection with this Agreement, such approval shall not be unreasonably withheld or delayed.

5.6 The Buyer hereby acknowledges that Sponsored Content, shall be subject to the sole editorial control of ANL.

6 BRANDED CONTENT AND SPONSORED CONTENT

6.1 The Buyer acknowledges that Branded Content may need to be labelled as advertising to ensure that it complies with Advertising Regulation and that if the Branded Content is not obviously identifiable as a marketing communication (as determined by ANL at its sole discretion), ANL may withhold Publication.

6.2 The Buyer acknowledges that ANL may label Sponsored Content as “sponsored by” (or such other label as ANL deems appropriate at its sole discretion) to ensure that it complies with Advertising Regulation.

7 APPROVALS, REJECTION, CHANGES AND CANCELLATION

7.1 ANL is entitled to refuse, cancel, amend, require to be amended or remove from the Media any Ad which it considers:

(a) to be in breach of any warranties given by the Buyer under the Agreement; and/or

(b) is likely to be in breach of any legal or moral obligation placed on ANL, the Buyer and/or their respective Affiliates.
ANL has no liability to the Buyer or its Affiliates for any action it takes in the exercise of its rights in this clause
7.1.

7.2 ANL may: decline to publish, omit, suspend, change the position of or require the amendment of, any Ad accepted for insertion. ANL is not obligated to publish any Ad on a particular day or in a particular position.

7.3 The Buyer may cancel Publication of an Ad:

(a) in accordance with the cancellation specifications detailed on the relevant IO; or

(b) where no such specifications exist, on 15 days’ prior written notice.

Cancellation will only be effective on confirmation by ANL of the Buyer’s written notice.

7.4 ANL may treat an IO as cancelled if the Advertiser is insolvent or bankrupt or where the Buyer is in material breach of this Agreement.

7.5 ANL is not required to accept any changes by the Buyer to any Buyer Ads, the positioning of a Buyer Ad or other requirements as detailed in an IO (“Campaign Change”). In such event where ANL accepts a Campaign Change, ANL and the Buyer shall agree a revised Fee.

8 OWNERSHIP OF MATERIALS

8.1 The Buyer acknowledges:

(a) that ownership of all ANL Materials (including all IP Rights in ANL Materials) and Sponsored Content shall remain vested in ANL; and

(b) where ANL (or, in respect of Buyer Ads and/or Buyer Materials to be Published in TMG Print Media, TMG) is responsible for the creation, commissioning or reworking, in whole or in part, of an Ad, all IP Rights in such Ads shall, between the parties, be owned by and remain the property of and vested in ANL (or TMG, as applicable) subject to the Buyer’s rights in any Buyer Materials forming part of such Ads.

8.2 ANL hereby grants the Advertiser a perpetual worldwide, non-exclusive royalty-free licence to reproduce ANL Ads (excluding any Sponsored Content) in any media owned, operated, or controlled by the Advertiser strictly in connection with its primary business purpose.

8.3 The Buyer hereby grants to ANL (and, in respect of Buyer Ads and/or Buyer Materials to be Published in TMG Print Media, TMG) a perpetual worldwide, non-revocable, non-exclusive, transferable, sub-licensable and royalty free licence to:

(a) reproduce, display, transmit and use the Buyer Ads, Branded Content and the Buyer Materials in accordance with this Agreement;

(b) reproduce the Buyer Ads, Branded Content and the Buyer Materials in order to allow ANL (or TMG, as applicable) to market and advertise itself and the services which it provides; and

(c) include and make available the Buyer Ads, Branded Content and the Buyer Materials in any information service.

9 PAYMENT

9.1 The Buyer shall pay ANL the Fee by the payment date stated on the IO.

9.2 Where the Buyer is an advertising agent recognised by the Newspaper Publishers Association, a commission of 15 per cent is allowed provided the Fee is paid in full in accordance with the terms of this Agreement.

9.3 The Fee is payable in full without any right of set off, abatement or withholding in respect of monies which are due, or alleged to be due, to the Buyer.

9.4 The terms of remuneration set out in the Agreement do not cover the performance of services which are outside of an IO. If any such services are required the terms relating to their provision together with the applicable fees will be agreed in writing by the parties.

9.5 If the Buyer fails to pay any amount due to ANL in accordance with clause 9.1, then without prejudice to ANL’s other rights and remedies under or in connection with this Agreement or otherwise in law, ANL shall have the right to:

(a) charge the Buyer a £25 administration fee;

(b) withdraw and/or suspend further Publication of Ads until payment is received including any interest owed;

(c) suspend or withdraw the Buyer’s credit account; and

(d) terminate the Agreement or applicable IO upon seven (7) day’s written notice to the Buyer;

9.6 All sums stated in the Agreement or in any quotation or estimate exclude VAT and any other applicable sales tax (unless otherwise stated) which shall also be payable by the Buyer at the rate prevailing from time to time.

9.7 No complaint, claim or query by the Buyer (whether in relation to an Ad, invoice or otherwise) shall affect the liability of the Buyer to pay the Fee in accordance with the provisions of this clause 9.

9.8 Any queries in relation to invoices must be raised within 7 days of the date of the relevant invoice.

10 LIABILITY

10.1 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.

10.2 Subject to clause 10.1, ANL’s maximum aggregate liability under or in connection with Agreement (including but not limited to any indemnity contained in this Agreement) whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Fee as set out in the relevant IO.

10.3 Subject to clause 10.1, (and including for the avoidance of doubt any indemnity contained in this Agreement), in no event will ANL be liable under or in connection with this Agreement for loss of actual or anticipated income or profits; loss of goodwill or reputation; loss of anticipated savings; loss of information or data; loss caused by business interruptions; or any indirect or consequential loss or damage of any kind 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.

10.4 All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Agreement or any collateral contract, whether by statute, common law or otherwise, are, to the fullest extent permitted by law, hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

10.5 ANL’s ability to perform its obligations under this Agreement may be dependent on the Buyer fulfilling its obligations. To the extent that the Buyer does not fulfil its obligations under this Agreement, then (without prejudice to ANL’s rights and remedies) ANL will be relieved of its obligations to the Buyer to the extent that ANL is prevented from performing the Services in accordance with this Agreement and ANL shall not be liable for any costs, charges or losses sustained by the Buyer arising directly from any failure of the Buyer to fulfil their obligations under this Agreement.

10.6 Nothing in these Terms shall affect the statutory rights of a Buyer who is acting in their capacity as a consumer.

11 INDEMNITY

11.1 Subject to clause 11.2, the Buyer shall indemnify ANL against any and all losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including legal and other professional expenses) suffered or incurred by ANL or its Affiliates of whatsoever nature arising out of:

(a) any breach of the warranties given by it in this Agreement; and

(b) the Buyer’s breach or negligent performance or non-performance of this Agreement.

11.2 In respect of Ads in the TMG Print Media, the Buyer shall indemnify TMG against any and all losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including legal and other professional expenses) suffered or incurred by TMG or its Affiliates of whatsoever nature arising out of:

(a) any breach of the warranties given by it in this Agreement; and

(b) the Buyer’s breach or negligent performance or non-performance of this Agreement.

12 CONFIDENTIALITY

12.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or its Affiliates, except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12.2; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

13 DATA PROTECTION

13.1 The Buyer acknowledges and agrees that ANL and the Buyer:

(a) shall be individually and separately responsible for complying with the obligations that apply to them as independent Controllers under the Data Protection Legislation;

(b) will not Process Personal Data which it discloses or receives under the Agreement as Joint Controllers.

13.2 The Buyer warrants, represents and undertakes that:

(a) it has a valid notification or registration under the Data Protection Legislation;

(b) it has a privacy policy in place that is sufficient in scope to satisfy its obligations arising from the Transparency Requirements in order to Process any Personal Data in connection with this Agreement;

(c) where marketing permission wording is provided in the IO to accompany any Personal Data capture for e-marketing purposes by the Buyer under this Agreement, it shall comply with Data Protection Legislation;

(d) where the Buyer receives a request from a Data Subject in respect of Personal Data controlled by ANL, where relevant, the Buyer will direct the Data Subject ANL, as applicable, in order to enable ANL to respond directly to the Data Subject’s request; and

(e) it shall comply with its obligations and duties under the Data Protection Legislation and do nothing which causes, or may cause, ANL to be in breach of its obligations under the Data Protection Legislation.

13.3 The Buyer will as soon as possible advise ANL of any suspected or actual breaches by the Buyer in respect of this clause 13.

14 TERMINATION

14.1 Either ANL or Buyer may terminate an IO or the Agreement at any time if the other party is in material breach of its obligations under the Agreement, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party.

14.2 ANL may terminate immediately upon written notice to the Buyer:

(a) an IO on notice to the Buyer if Buyer violates any provision of the Guidelines three times and receives notice of each such violation, even if Buyer cures such breaches; or

(b) an IO or the Agreement on notice to Buyer if Buyer suspends, or threatens to suspend payment of its debts or is unable to pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency
Act 1986.

15 FORCE MAJEURE

15.1 Neither party shall be in breach of this Agreement or otherwise liable to the other party by reason only of any delay in performance or the non-performance of any of its obligations hereunder (other than an obligation to pay money) to the extent that the delay or non-performance is due to any circumstances beyond the reasonable control of that party (including without limitation any act of god, war, armed conflict, riot or civil commotion, terrorist act, official or unofficial industrial action or employee dispute (but excluding industrial action or employee disputes relating to its own employees or the employees of its Affiliates), failure by a supplier which is not caused by a force majeure provision, compliance with any law or government order, rule, regulation or direction, failure or interruption of internet communications or telecommunications, criminal or malicious damage to third parties or systems, fire, explosion, flood or storm, or epidemic illness) (“Force Majeure Event”); and the party affected by the Force Majeure Event shall use commercially reasonable efforts to mitigate the effect of the Force Majeure Event.

16 ASSIGNMENT

16.1 The Buyer may not assign, transfer, charge, sub-contract or otherwise dispose of any IO or any of its rights or obligations arising under this Agreement without the prior written consent of ANL.

17 THIRD PARTY RIGHTS

17.1 Subject to clauses 17.2 and 17.3 below, a person who is not a party to an IO has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.2 Without prejudice to any rights under this Agreement which are expressly conferred on TMG, the Buyer acknowledges that all rights and benefits conferred on ANL in respect of Ads and Buyer Materials Published or to be Published in TMG Print Media pursuant to this Agreement shall also be conferred on TMG.

17.3 TMG shall be entitled to enforce the terms of this Agreement against Buyer as if TMG were a party to this Agreement (including pursuant to the Contracts (Rights of Third Parties Act 1999)), without limitation and without qualification in respect of, and, to the extent this Agreement relates to, any Ads and/or Buyer Materials Published (or to be Published) in TMG Print Media. In respect of such enforcement, any loss suffered by ANL or any of its Affiliates under the Agreement shall be deemed to be a loss suffered by TMG.

18 GENERAL

18.1 The failure of ANL 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:

(i) ANL’s right later to enforce or to exercise it; or (ii) TMG’s right to enforce or exercise it.

18.2 The Agreement 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 in agreeing to 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 provided that nothing in this clause 18.2 shall operate to limit or exclude either party’s liability for fraud.

18.3 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.

18.4 The relationship of the parties is that of independent contractors dealing at arm’s length. Nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.

18.5 Neither Advertiser nor Agency shall issue any press releases, publicity, or make any other announcement or disclosure regarding this Agreement, its terms or the nature or existence of the relationship between the parties without the prior written consent of ANL in each case.

SCHEDULE 1 – ADDITIONAL TERMS FOR PRINT MEDIA

1 INSERTION ORDERS AND INVENTORY DELIVERY

1.1 The IO may also include, without limitation, details of any specific requirements and any special Buyer Ad, ANL Ad or Branded Content placement requirements. For the avoidance of doubt, where no such specific requirements are expressly stated within an IO, none shall be implied into that IO (regardless of any past practices between the parties).

1.2 Notwithstanding paragraph 1.1, in the event of any conflict with any terms or provisions included in any IO (to the extent such terms or provisions relate to Buyer Ads and/or Buyer Materials Published or to be Published in TMG Print Media) and the Terms, unless expressly agreed in writing by TMG otherwise, the Terms and this Schedule 1 shall prevail.

2 ERRORS AND ADMISSIONS

2.1 ANL will not be liable for the repetition of an error in an ANL Ad, Buyer Ad or Branded Content ordered for more than one insertion unless notified within 24 hours of the original error being published. ANL will be unable to correct that error in any ANL Print Media which has already gone to print or where alterations cannot reasonably made to the printing process.

2.2 Without prejudice to clause 7.1of the Terms and subject to clause 4.3 of the Terms and paragraph 2 of this Schedule 1, in the event of an error, misprint or omission in the printing of an ANL Ad, Buyer Ad or Branded Content, ANL’s liability is limited to providing a reasonable credit to the Buyer or reprinting such ANL Ad, Buyer Ad or Branded Content without charge.

2.3 No reprinting or credit will be made where the error does not materially detract from the ANL Ad, Buyer Ad or Branded Content.

3 MAIL ORDER ADVERTISEMENTS AND INSERTS

3.1 Mail order advertisements are accepted only after the Newspaper Publishers Association Application Form has been completed, approved and the appropriate payment made to the central fund.

3.2 Where ANL is unable to distribute all of the inserts specified on an IO for distribution within a given time period, it will use commercially reasonable endeavours to distribute the remaining inserts within a reasonable period of time.

4 TEARSHEETS & VOUCHER COPIES

ANL is not obliged to supply voucher copies or tearsheets and their absence shall not affect the Buyer’s liability to pay the Fee.

5 BOX NUMBERS

5.1 The Buyer acknowledges that box numbers are not to be used to receive, or solicit the receipt of, original documents, goods or payments of any kind, nor for the distribution of circulars.

5.2 Box number replies will be posted or available for collection only by the Buyer or the Buyer’s nominee named before Publication of an Ad and a charge will be included as part of the Fee for use of a box number.

5.3 ANL accepts no liability in respect of any loss or damage alleged to have arisen through delay in forwarding or omitting to forward any replies received in relation to the box number.

Annex 1 to Schedule 1

Telegraph Advertising Content Guidelines

Content must:

• Be accurate, clear and conspicuous and all claims can be substantiated.
• Be genuinely held (where it states opinions).
• Comply with applicable law, rulings, practices and codes (including advertising codes and practices) in the UK and in the territory where the content is being served, displayed or published).

Content must not:

• Contain any material which is defamatory or libellous of any person.
• Contain any material which is obscene, offensive, hateful or inflammatory.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right, trade mark or other intellectual property right of any other person.
• Be likely to deceive or mislead any person.
• Include or entail aggressive commercial practices or actions that contravene the requirements of consumer protection laws.
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Be used to impersonate any person, or to misrepresent the advertiser’s identity or affiliation with any person.
• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
• Contain any names or pictorial representation of any living person by which that person may be identified without that person’s consent.
• Advertise or promote or refer to investment opportunities, gambling or gaming, health or medicinal products, drugs, alcohol or tobacco, firearms, military recruitment, political candidates.
• Advertise or promote any of the Telegraph’s competitors and other newspapers or news websites, including those published by any of the following publishers or their affiliates:
  • Independent Print Limited
  • Evening Standard Limited
  • News UK & Ireland Limited
  • News Corp UK & Ireland Limited
  • Reach PLC
  • Daily Mail General Trust PLC
  • Guardian Media Group PLC
  • Financial Times Group
  • Johnston Press PLC
  • any UK national newspaper
  • any London newspaper

SCHEDULE 2 – ADDITIONAL TERMS FOR ONLINE MEDIA

1 DEFINITIONS

1.1 The following terms shave the corresponding meaning for the purposes of this Schedule:

(a) “Campaign End Date” means the last date for publication of the Ad(s) (as detailed in the relevant IO);

(b) “Campaign Start Date” means the earliest date for publication of the Ad(s) (as detailed in the relevant IO);

(c) “Campaign Window” means the period between the Campaign Start Date and the Campaign End Date;

(d) “Late Delivery” means where Buyer Ads are not delivered to ANL in accordance with clause 4.1(c)(ii) of the Terms;

(e) “Third Party Ad Server” means a third party that will serve and/or track Buyer Ads or ANL Ads; and

(f) “Under Delivery” means a situation where the quantity of CPM Deliverables actually delivered is more than 10% less than the quantity specified in the relevant IO.

2 INSERTION ORDERS

2.1 The IO may also include, without limitation, details of any specific reporting requirements, any special delivery scheduling and placement requirements, and specifications concerning the ownership of any data collected. For the avoidance of doubt, where no such specific requirements are expressly stated within an IO, none shall be implied into that IO (regardless of any past practices between the parties).

2.2 ANL will make commercially reasonable efforts to notify Buyer within two (2) business days of receipt of an IO from Buyer if ANL considers it will be unable to deliver the Services in accordance with the requested Reporting Metric as specified in the IO.

2.3 Unless otherwise agreed in writing by the ANL Trading Director, ANL agrees to target the Buyer Ads and the ANL Ads to IP addresses based in the United Kingdom.

3 AD PLACEMENT AND POSITIONING

3.1 ANL will use commercially reasonable efforts to comply with the specifications for Buyer Ad(s) and/or ANL Ad(s), placement and positioning set out in the agreed IO, and will create a reasonably balanced delivery schedule, except as set forth in paragraph 6 of this Schedule.

3.2 ANL will deliver, within the scope of the IO, Buyer Ad(s) and/or ANL Ad(s) to the ANL Online Media and/or Third Party Media as specified on the IO when the ANL Online Media and/or Third Party Media are visited by an Internet user. Any exceptions may be agreed between the parties in writing.

3.3 ANL does not warrant or represent the date or dates of insertion of any Ad nor that any Ad will not be Published after the Campaign End Date specified although ANL will use commercially reasonable efforts to comply with the Buyer’s requests.

3.4 Where the Buyer gives notice to ANL of a legitimate complaint in respect of the placement of any Buyer Ad(s), ANL will use commercially reasonable efforts to take down the relevant Buyer Ad(s) as soon as reasonably practicable and in any event within two (2) business days or such other time frame as agreed between Buyer and ANL in writing. In the event ANL does not take down the relevant Buyer Ad within the agreed time frame, the parties shall discuss the circumstances and agree the resolution on a case by case basis.

4 REPORTING

4.1 ANL will, within two (2) business days of the Campaign Start Date, provide confirmation to Buyer, either electronically or in writing, stating whether it has started to Publish the Buyer Ad(s) and/or ANL Ad(s).

4.2 ANL will measure Reporting Metrics through its ad server and the Buyer acknowledges that the measurement used for invoicing the Fee will be based on the statistics reported through ANL’s ad server only. No other measurement or usage statistics will have any bearing on this Agreement and ANL’s decision on its adherence with the Performance Metrics requested in the IO will be binding and final.

4.3 ANL makes no warranties or representations as to the accuracy of the usage statistics.

4.4 Where a Third Party Ad Server is serving the campaign, and data (including the impressions and clicks in connection with the Ads served under the IO) is required from such Third Party Ad Server in order for ANL to calculate the sums to be invoiced to Buyer pursuant to the relevant IO, the Buyer shall (or shall procure that such Third Party Ad Server shall) provide ANL with all such data on a frequency and in a manner to be agreed between ANL and the Buyer. If: a) such data is not received by ANL within the agreed period, or b) such data differs from ANL’s own data in connection with the same Advertising by greater than 10%, then ANL shall invoice Buyer on the basis of its own internally collected statistics
and in such cases ANL’s data shall be binding and final.

5 UNDER DELIVERY

5.1 ANL will monitor delivery of the Buyer Ads and ANL Ads, and where an Under Delivery is detected, ANL will notify the Buyer and, as the Buyer’s sole remedy, ANL will continue to serve the Buyer Ads and/or the ANL Ads until the number of impression specified on the IO is reached.

5.2 ANL makes no warranty or representation regarding the predictability and conversions of CPC Metrics and the provisions of paragraph 5.1 of this Schedule shall not apply to CPC Metrics.

6 ADVERTISING MATERIALS

6.1 Buyer will submit all Buyer Ads to ANL in good time and in accordance with clause 4.1(c)(ii) of the Terms to enable ANL to Publish Buyer Ads on the dates specified in the IO, and in accordance with ANL’s then-existing Guidelines.

6.2 If Late Delivery occurs, ANL shall use commercially reasonable endeavours to Publish the Buyer Ads during the Campaign Window and in accordance with any Performance Metric requested in the IO. Notwithstanding the foregoing, if Late Delivery occurs and a Performance Metric as requested in the IO is not delivered during the Campaign Window, ANL shall invoice the Fee as if the full requested Performance Metric had been delivered.

6.3 If Buyer Ads provided are damaged, do not comply with any specification set out in an IO, Rate Card or Guidelines or are otherwise unacceptable, ANL will use commercially reasonable efforts to notify Buyer within two (2) business days of its receipt of such Buyer Ads.

6.4 ANL may only edit, resize or otherwise modify Buyer Ads if and to the extent permitted by the Agreement, or approved by Buyer.

6.5 Where applicable, the Buyer will implement Third Party Ad Server tags.

7 DATA USAGE AND OWNERSHIP

7.1 As used herein the following terms shall have the following definitions:

(a) “IO Details” are details set forth in the IO, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.

(b) “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Media Data or IO Details.

(c) “Media Data” is any data that is (i) pre-existing ANL data used by ANL pursuant to the IO; (ii) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of ANL, ANL Media, brand, content, context, or users as such; or (iii) entered by users on any ANL Media, other than Personal Data.

(d) “Collected Data” consists of IO Details, Performance Data, and Media Data.

(e) “Retargeting” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.

7.2 The Buyer acknowledges that all Collected Data collected or generated under or in connection with this Agreement will be owned by ANL and is to be treated as confidential information.

7.3 Unless otherwise authorised by ANL, Buyer will not:

(a) use Collected Data for Retargeting or tracking purposes;

(b) use any Performance Data or Media Data after the Campaign End Date;

(c) disclose the IO Details or Media Data to any Affiliate of the Buyer or third party except as set out in paragraph 7.4 of this Schedule.

7.4 The Buyer shall ensure that any Affiliate or third party who , in order for proper performance of the Agreement, is provided with IO Details or Media Data, is bound by confidentiality and non-use obligations at least as restrictive as those placed on the Buyer under this Agreement.