Definite Article Media Limited (Publisher) a company registered in England and Wales under company number 10956503, and with its registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom, EC1A 2BN and VAT number GB 283326400;

1.1 In these Terms and Conditions, the following expressions shall, unless the context otherwise requires, have the following meanings:

“SOV (share-of-voice) ROS (run-of-site)” means a percentage share of the predicted online traffic calculated by the website server. The percentage depends on the website package agreed;

“Advertisement(s)” means any material that Customer submits to be published by Publisher either online or in print pursuant to a Booking Form, including any linked website, area and/or information specified in the Booking Form;

“Advertisement Guidelines” means Publisher’s guidelines for the content of Advertisement(s) as set out in the Schedule to these Terms;

“Advertiser” means the advertiser of the product, service or brand referred to in the Advertisement(s), being the entity named as such in the ‘Booked on behalf of’ field in the Booking Form;

“Agreement” means the agreement between Publisher and Customer for the publication of the Advertisement(s) consisting of the Booking Form, the Advertisement Guidelines and these Terms;

“Booking Form” means the booking form/ contractual agreement in relation to the Campaign;

“Customer” means the person placing the order for publication of the Advertisement(s) with Publisher (whether it be Advertiser, Advertiser’s advertising agency or media buyer or other third party), being the entity named as such in the ‘Booking booked by’ field in the Booking Form;

“Campaign” means Customer’s advertising campaign involving the Advertisement(s);

“Campaign End Date” means the last date for publication of the Advertisement(s);

“Campaign Start Date” means the earliest date for publication of the Advertisement(s);

“Campaign Window” means the period from the Campaign Start Date up to and including the Campaign End Date;

“Click-through(s)” means the initiation of a user presence on any website that originates from the Advertisement(s) published by Publisher pursuant to the Booking Form as recorded by any tracking system operated by or on behalf of Publisher;

“Content Solution(s)” refers to content or bespoke content specifically created, developed, or produced in collaboration with the Publication. This content may include, but is not limited to, written articles, digital features, multimedia assets, videos, webinars, podcasts, website hubs, supplements, research reports/ guides/ guides to, graphics, or other editorial materials. It is tailored to meet the agreed-upon objectives, tone, and style of the Publication, ensuring alignment with its audience, brand, and platform requirements.

“Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation including Regulation (EU) 2016/679 (“GDPR”), the GDPR as it forms part of the laws of the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR”) and any related national legislation including the Data Protection Act 2018, any national legislation implementing Directive 2002/58/EC including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and any replacement or repealing legislation;

“Personal Data” has the meaning given to it in the GDPR or the UK GDPR as applicable;

“Price” means the sum payable by Customer in respect of the publication of the Advertisement(s) as specified in the ‘Total Price to Pay (ex VAT)’ section of the Booking Form;

“Force Majeure Event” means an acts, events, omissions or accidents beyond Publisher’s reasonable control which prevents Publisher from performing or causes a delay in its performance of its obligations under the Agreement, or from carrying on its business, and includes, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Publisher or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, war, threat of or preparation for war, riot, civil commotion, imposition of sanctions, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors;

“Impressions” means the delivery of the Advertisement(s) to the Website as recorded by any tracking system operated by or on behalf of Publisher;

“Publication” means the publication specified in the Booking Form;

“Publisher” means Definite Article Media Limited and the owner of the Website and/or the Publication in which the Advertisement(s) and or Content Solution(s) will appear;

“Rate Card” means Publisher’s rate card in effect as at the date of the Booking Form;

“Sponsorship” means the paying to advertise on an agreed basis on the website;

“Terms” means these terms and conditions;

“Technical Specifications” means Publisher’s technical specifications for the Advertisement(s) as provided on our advertising specs card or as otherwise provided in writing to the Client; and

“Website” means the website named in the Booking Form.

1.2  Words in the singular include the plural and in the plural include the singular. Headings do not affect the interpretation of these Terms.

1.3  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.4  A reference to writing or written includes email.

1.5  A reference to the Agreement or to any other agreement or document referred to in 
this agreement is a reference to the Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Agreement) from time to time.

1.6  A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.7  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
In the event of a conflict between these Terms and the Booking Form, the Booking Form will prevail.

2.1  The Agreement shall apply to the publication of the Advertisement(s) and or Content Solution(s) to the exclusion of all other terms and conditions. Any variation to the Agreement shall have no effect unless expressly agreed in writing and signed by both parties.

2.2  The Agreement shall come into force upon the Customer signing the Booking Form or notifying the Publisher by email that it accepts Booking Form, or, if earlier, the date of first publication of the relevant Advertisement(s) and or Content Solution(s). For the purposes of these Terms, “signing” may take place manually or, where such option is made available by the Publisher, electronically.

3.1  Customer shall pay Publisher the Price together with any applicable VAT due in respect of the Price. The Price shall be paid in full without set off or deduction. If the Price is to be paid in instalments, the Booking Form shall specify the amount of each instalment and the date on which each instalment will be invoiced. Any amount specified in an invoice shall be payable, unless otherwise specified in the Booking Form, upon receipt of the invoice.

3.2 The Publisher reserves the right to require payment either within 30 days of the invoice date or upon receipt of the invoice, depending on the client’s credit terms or payment history.

3.3 If any amount payable has not been received by Publisher within 30 days following the applicable invoice date (as specified on the Booking Form), Publisher reserves the right not to publish and/or to withdraw the Advertisement(s) and or Content Solution(s) (as applicable) until payment is received.

3.4  Payment of the Price shall be made by electronic transfer at the cost of Customer to the bank account of Publisher as specified in the Publisher’s invoice. Customer shall notify Publisher once payment has been made.

3.5 As per Late Payment of Commercial Debts (Interest) Act 1998, the Publisher reserves the right to charge compensation, late payment interest and reasonable costs to the Advertiser for outstanding invoices.

3.5.1 A separate invoice with the additional administration charge will be issued to the Advertiser. Payment is expected within 5 working days of issuing the invoice.

3.5.2 At the time of writing the charges outlined by Late Payment of Commercial Debts (Interest) Act 1998 are as follows:

(a) Compensation per outstanding invoice:

Invoice Amount	Compensation
Up to £999.99	£40 per invoice
£1,000 – £9,999.99	£70 per invoice
Over £10,000.00	£100 per invoice

[Up to £999.99 £40 per invoice

(b) Late payment interest rate per invoice: is calculated according to the Bank of England base rate, at the time of writing is of 8%

(c) Reasonable costs per invoice of £295

4.1 Customer grants to Publisher a worldwide licence to: (i) reproduce, display, publish, distribute, transmit (or permit the same) the Advertisement(s) and or Content Solution(s) in all formats (whether now known or otherwise) including without limitation in electronic, digital, website, print, and all other media, and to permit readers of its publications and users of its website(s) to access the Advertisement(s) and or Content Solution(s) and (ii) use screen grabs of the Advertisement(s) in order to enable Publisher to market and advertise itself and the services which it provides.

4.2 The copyright and all other rights in all artwork, copy and other material which Publisher and/or its employees or contractors has originated or reworked shall vest in Publisher.

5.1  The Advertisement(s) and or Content Solution(s) and all related artwork and copy must be received by Publisher to the address specified and all Advertisement(s) must comply with the Technical Specifications.

5.2  The deadline for receipt of the Advertisement(s) and or Content Solution(s) and all related artwork and copy by Publisher shall be as set out in the Technical Specifications (the “Deadline”).

5.3  Where Customer does not meet the Deadline, Publisher shall be under no obligation to publish the Advertisement(s) and or Content Solution(s) and Publisher reserves the right to charge Customer the Price in full.

6.1  It is the responsibility of Customer to check that the Advertisement(s) and or Content Solution(s) (and each insertion of the Advertisement(s) and or Content Solution(s) if more than one) is correct. Publisher assumes no responsibility for the repetition of an error in an Advertisement(s) and or Content Solution(s) ordered for more than one insertion unless notified immediately after the error occurs. Any other matter of complaint, claim or query (whether in relation to the Advertisement(s) or the invoice) must be raised with Publisher in writing within seven days following (as the case may be) insertion of the Advertisement(s) or of the date on which it is claimed the Advertisement(s) should have appeared.

6.2  If Customer wishes to cancel the publication of the Advertisement(s) and or Content Solution(s) it must notify Publisher in writing at least six working weeks in advance of the Campaign Start Date.

6.3  If Customer cancels publication of the Advertisement(s) and or Content Solution(s) within six working weeks of the Campaign Start Date, Publisher reserves the right to charge Customer the Price in full or, if the Customer has already paid the Price, Publisher shall not be liable to make a refund of such payment.

6.4  Series discounts apply only to orders for a series of Advertisements (“Series”) which are completed within one year of the first Advertisement(s) and or Content Solution(s) in the Series being run. If Customer cancels the Series before it is complete then a surcharge will be made for Advertisements already run at a discount, which will be an amount that represents the difference between the discounted charge and the Rate Card charge for a single Advertisement for each Advertisement that has run.

6.5  In the event that Advertisement(s) and or Content Solution(s) and all related artwork and copy are not supplied by Customer, or are supplied after the Deadline, and Advertisement(s) and or Content Solution(s) are not therefore run for a Series within the contractual period, then, notwithstanding any other rights it has, Publisher reserves the right to charge a surcharge for Advertisement(s) and or Content Solution(s) already run at a discount, which will be an amount that represents the difference between the discounted charge and the Rate Card charge for a single Advertisement(s) and or Content Solution(s) for each Advertisement run.

6.6  Publisher may, in its sole discretion, accept a written notice of change to the Advertisement(s) and or Content Solution(s) or the positioning of the Advertisement(s) from that detailed in the Booking Form, or to the length of Campaign (“Campaign Change”) received less than eight working weeks prior to the Campaign Start Date subject always to clause 10.
In such event, Publisher and Customer shall agree a revised Price in respect of the Campaign Change.

6.7  Publisher may, in its sole discretion, accept a Campaign Change after the Campaign 
Start Date. In such event, Publisher and Customer shall agree a revised Price in respect of the Campaign Change and publication of the Advertisement(s) and or Content Solution(s) shall be subject to the agreement and payment of such revised Price.

6.8  In respect of online advertising, Publisher shall invoice Customer for the Advertisement(s), Impressions, Click-throughs or other agreed performance metric actually achieved during the Campaign Window prior to the effective date of any Campaign Change.

6.9  Without prejudice to the warranties in clause 8 and without liability to Customer, Publisher may in its sole discretion decline to publish, omit, suspend, or remove the Advertisement(s) and or Content Solution(s)  or require the Advertisement(s) and or Content Solution(s) to be amended at any time where Publisher believes that the Advertisement(s): (i) breach the terms of the Agreement; (ii) would expose Publisher to any liability; (iii) would bring Publisher into disrepute; (iv) do not comply with the Advertisement Guidelines and/or (v) do not comply with any legal or moral obligations placed on Publisher or Customer or the Advertiser.

6.10  Publisher shall not be under any obligation to comply with a stop order or cancellation or transfer request relating to the Advertisement(s) and or Content Solution(s) which is received after the deadline specified in clause 6.2.

7.1  Subject to clause 7.2, the Publisher’s advertising on its website (“Website”) operates on a sponsorship model (“Sponsorship”) by the Customer paying for 5% or 20% SOV ROS (“5% or 20% SOV (share-of-voice) ROS (run-of-site”) blocks or specific sections of the website (“Website”). The publisher does not guarantee minimum delivery of impressions, Click-throughs or any other performance metric.

7.2  If artwork and/or copy is delivered late to Publisher (“Late Delivery”) and the campaign begins later than the agreed date, the Publisher shall be entitled to invoice the full amount for the Order.

Customer represents and warrants that:

(a)  Customer contracts with Publisher as a principal notwithstanding that the Customer may be acting as an agent for the Advertiser;

(b)  Customer holds the necessary rights (including without limitation intellectual property rights) and authorisations to permit the use, reproduction, display, 
transmission and distribution of the Advertisement(s) and or Content Solution(s) and all content therein;

(c)  the Advertisement(s) and or Content Solution(s) will comply with all applicable laws and regulations and industry codes of practice (including those issued by the Advertising Standards Authority) and will not breach any contract or violate or infringe any copyright, trade mark or other proprietary rights of any third party and the Advertisement(s)

(d)  Customer shall be solely liable for any links to other websites, areas and/or information contained in any Advertisement(s) and or Content Solution(s), and Publisher shall have no liability whatsoever in respect of the same;

(e)  the Advertisement(s) and or Content Solution(s) will not contain any virus, worm, Trojan horse harmful codes or any other form of defect which could cause temporary or permanent damage to or will otherwise impair or harm or cause the malfunction of any of Publisher’s websites;

(f)  in respect of any Advertisement(s) and or Content Solution(s) submitted for publication which contains the name and pictorial representation (photographic or otherwise) of any living person, Customer has obtained the authority of such person to make use of such name, representation and/or copy;

(g)  in relation to any investment Advertisement(s) and or Content Solution(s), Advertiser is, or the contents of the Advertisement(s) have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 (or any act replacing such Act) or the Advertisement(s) and or Content Solution(s) is otherwise permitted under the Act or any law or regulation which supplements or replaces that Act;

(h)  all information submitted by Customer or Advertiser to Publisher is true, complete and accurate; and

(i)  all advertising copy submitted to Publisher will not constitute false or misleading advertising, be defamatory, obscene or violate any anti- discrimination laws or regulations or otherwise breach any other right of any person or entity.

No complaint, attempted cancellation, claim or query by Customer or Advertiser (whether in relation to the Advertisement(s), an invoice or otherwise) shall affect the liability of Customer to pay the Price in accordance with clause 3.

10.1  Publisher shall not be liable for any indirect or consequential loss or for any loss of profits, business, goodwill, anticipated savings, information or data or business interruptions whether arising out of negligence, breach of contract or otherwise and whether or not Publisher was advised of the possibility of such loss by Customer or any third party.

10.2  Customer shall be solely responsible for ensuring Advertisement(s) and or Content Solution(s) comply with all applicable laws and regulations and comply with the Advertisement Guidelines and GDPR regulation in the area of data collection. Publisher shall not be liable for any failure of any Advertisement(s) to comply with applicable laws and regulations or for any error in an Advertisement.

10.3  Publisher shall not be liable for any loss of copy, artwork, photographs or other materials.

10.4  Without prejudice to Publisher’s entitlement to be paid for the Advertisement(s) and or Content Solution(s) as published, Publisher’s liability is limited to a maximum at its option of giving a credit for its charge for the Advertisement(s) and or Content Solution(s) (or in an appropriate instance) of publishing the Advertisement(s) and or Content Solution(s) for a second time without charge. Customer shall not be entitled to withhold payments by reason of any alleged minor defect.

10.5  Subject to clause 10.4, in no circumstances shall the total liability of Publisher exceed the Price for the Advertisement(s) and or Content Solution(s) in question.

10.6  Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from negligence of Publisher or any other liability that cannot by law be excluded or limited.

Customer shall indemnify Publisher and keep it indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or which are reasonably foreseeable as a result of any breach or non- performance of any of Customer’s representations, warranties or obligations contained in the Terms or implied by law.

12.1  Publisher shall not be liable to Customer as a result of any delay or failure to perform its obligations as a result of a Force Majeure Event.

12.2  If the Force Majeure Event prevents Publisher from providing any of its obligations under the Agreement for more than seven days, either party shall have the right to terminate the Agreement immediately by giving written notice to the other.

13.1  The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2  Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

13.3  No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.4  The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13.5  Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Agreement.

13.6  Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise a party to make or enter into any commitments for or on behalf of the other party.

13.7  If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

13.8  If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.9  The Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

13.10  Except as expressly provided in clause 13.11, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

13.11  Customer’s obligations under the Agreement (including any representations, warranties and undertakings) are given for the benefit of all Publisher affiliates. It is intended that all Publisher affiliates may enforce the benefits conferred on it under the Agreement in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999.

13.12  The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.

13.13  The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

13.14   This contract shall be deemed valid and binding upon the Customer’s signature. No countersignature by the Publisher is required for the contract to take effect.

13.15  Neither party shall make, or authorise any person to make, any public announcement concerning the Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

13.16  Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

13.16.1  emailed to:

13.16.2.1 in the case of the Customer, the email address of the Customer Contact;

13.17  Any notice shall be deemed to have been received:

13.17.3 if sent by email, at 9.00 am on the next Business Day after transmission.

13.18  Clauses 13.16 and 13.17 do not apply to the service of any proceedings or other documents in any legal action.

13.19  The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the English law.

13.20  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

13.21  Each party shall comply with Publisher’s anti-bribery and anti-corruption policies (available to the Customer on request) as updated from time to time.

Definite Article Media Limited, owner of the website or publication in which an advertisement is intended to appear (the “Publisher”), requires all advertisers submitting advertisements for publication to ensure their advertisements comply with the following guidelines. Advertisers are also responsible for ensuring that their advertisements comply with all applicable laws, statutes, and regulations. Publisher reserves the right to reject or remove any advertisement in its sole discretion at any time.

Publisher reserves the right to not accept advertisements containing or relating to certain products or services in order to maintain the integrity of the website/publication and ensure a consistent user experience. Restricted products or services include, but are not limited to, those listed below.

• Promotion of competitive publications, products and services

• Adult or sexual products

• Alcohol and alcohol related products

• Drugs or drug paraphernalia

• Cigarettes, cigars, electronic cigarettes, smokeless tobacco and other tobacco products and accessories

• Gambling, including contests, sweepstakes, lotteries, casinos & games of chance

• Products or services that bypass copyright protection, such as software, cable or satellite signal descramblers

• Counterfeit, fake or bootleg products, or replicas or imitations of designer products

• Dating or other sites that promote casual sex, or international match-making services.

• Degrees or transcripts for sale or offered by non-accredited universities or programs, “life experience” degrees, academic paper-writing services or the sale of pre-written essays, theses and dissertations

• Advertisements that promote particular securities or that provide or allege to provide insider tips

• Firearms, parts for firearms, air guns (including pellet and BB guns), paintball guns, other weapons, ammunition or fireworks.

• Get rich quick schemes, “free money”, or similar money-making opportunities or offers

• Promotion of short-term loan advertisers, such as payday loans or cash advances