Campaign Terms and Conditions

Campaign Terms and Conditions (“Terms”)
Company	LADbible Group Limited of 20 Dale Street, Manchester, M1 1EZ, company registration number: 08018627 (“LADbible”)
Client	As prescribed in the IO
Agency	As prescribed in the IO
Parties	Collectively LADbible, Client and/or Agency (if the Agency is a Party to the IO) will be referred to in this Agreement as the “Parties” and shall each be a “Party”.
Insertion Order	A mutually agreed insertion order (“IO”) that incorporates these Terms under which LADbible will deliver Deliverables as prescribed therein for the benefit of the Client and/or Agency (if the Agency is a Party to the IO) as applicable. The IO is incorporated by reference. The IO and the Terms are collectively defined as the “Agreement”.
Campaign	As prescribed in the IO
Deliverables	As prescribed in the IO Each format referred to in the Deliverables column of the IO is a piece of “Content” and the Content and the delivery of impressions are together the “Deliverables”. The impressions listed next to each piece of Content set out in the IO are target impressions for the Campaign term only. However, LADbible shall deliver the total impressions specified in the IO in relation to the Content over the course of the Campaign term. Therefore, certain Content may outperform or underperform the target impressions specified next to each piece of Content.
Delivery Dates	As prescribed in the IO Client and/or Agency (if the Agency is a Party to the IO) understand that the Delivery Dates are estimates only and are subject to change. In the event the Delivery Dates need to change, the Parties shall enter into good faith discussions about the Delivery Dates and shall endeavour to agree new revised Delivery Date(s) in writing. Notwithstanding the foregoing, if the Parties are unable to agree revised Delivery Dates, LADbible shall determine the Delivery Dates in its sole discretion
Content labelling	All content created for the Campaign (including the Content), will include a ‘brand handshake’ or any other branded content tools used by the applicable social media platforms as agreed between the Parties and in accordance with ASA guidelines and other applicable regulations and guidelines. Where LADbible for any reason omits to include appropriate labelling in respect of the Content, the Client and/or Agency (as applicable) shall notify LADbible without delay and the Client and/or Agency’s (as applicable) exclusive remedy for any such omission shall be for LADbible to update the Content to include appropriate labelling as soon as reasonably possible.
Client Dependencies	The Client agrees to fulfil the following requirements (together, the “Client Dependencies”), so that LADbible can provide the Deliverables: gaining, verifying and delivering fully approved assets and materials for use in the production of the Campaign and the Content. This includes all logos, fonts, images, audio or visual media, colourways, graphics and any other such requested materials necessary to deliver the Campaign as prescribed herein (“Client Materials”); sourcing and procuring the attendance and performance of talent for the Campaign and/or certain of the Content (“Talent”) (if any). In such circumstances the Client shall enter into appropriate contractual arrangements and obtain all relevant consents for the inclusion of their contribution in the Content and the exploitation of the Content as required under this Agreement; providing access to any other resources in the Client’s control, possession or custody which are necessary to provide the Deliverables; and providing access to specific personnel who are duly authorised to provide input and/or approvals on behalf of the Client as and when required by LADbible. The Agency (if the Agency is a Party to the IO) may provide or fulfil any of the Client Dependencies on the Client’s behalf.
Roles & Responsibilities	By working in partnership, each Party will handle and contribute to the development of the Campaign and its materials including, but not limited to, the following obligations: Client warrants and agrees to: provide the Client Dependencies on or before any deadlines specified by LADbible from time to time; ensuring that all licences and permissions to exploit the Client Materials are fully agreed with any third party provider, agency or other individual and/or entity before it is passed on to either Agency (if the Agency is a Party to the IO) or LADbible; ensuring compliance with all applicable laws, any regulated compliance regimes, and all regulations made in relation to the regulated services surrounding the Client’s products and/or services; and pay the Fees on or before the dates set out in the Payment Terms. The Client may instruct the Agency (if the Agency is a Party to the IO) to fulfil any or all of the above obligations on its behalf. LADbible shall use reasonable endeavours to deliver the Content on the Delivery Dates (subject to the terms of this Agreement).
Usage Rights	The Client’s and the Agency’s (if the Agency is a Party to the IO) usage of the Content is prohibited. The Client and Agency (if the Agency is a Party to the IO) shall be permitted to share the Content on its owned and operated social media accounts in accordance with the ‘re-share’ functionality on the respective platform(s) (“Usage Rights”). The Client and the Agency (if the Agency is a Party to the IO), warrant that it shall use the Content strictly in accordance with the terms of this Agreement and the Usage Rights. Any further usage of the Campaign or the Content by the Client and/or the Agency outside the scope of the Usage Rights shall be subject to LADbible’s written agreement and payment of further appropriate remuneration (as confirmed by LADbible in writing) by the Client or the Agency (as applicable). Should the Client and/or the Agency (if the Agency is a Party to the IO) wish to use the Content on their media channels (internally or externally) outside of the scope of the Usage Rights, the Client and/or the Agency (as applicable) , shall enter into good faith advance negotiations with LADbible and such use shall be subject to additional payment.
Intellectual Property	All intellectual property rights in all Content (excluding the Client Materials), (whether video, sponsored, branded or otherwise) and including (without limitation) any other material which originated from LADbible or which have been created by LADbible for the Campaign or the Client shall vest in LADbible or its licensors (as the case may be). The Client warrants that the receipt and use by LADbible of the Client Materials will not: infringe the rights, including the intellectual property rights, of any third party and will comply with all applicable laws, orders and regulations of all governmental or other public or regulatory authorities with jurisdiction; infringe any applicable laws or regulations; or contain any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous. The Client shall indemnify LADbible from and against all actions proceedings, claims, losses, damages, expenses and liability which may be made or brought against or suffered or incurred by LADbible in consequence of or in connection with any breach of any of the Client’s warranties and agreements contained in this Agreement, including, without limitation, any claim or action that LADbible’s use of Client Materials in accordance with this Agreement breaches the intellectual property rights or other similar rights of a third party.
Non-delivery	In the event that LADbible is unable to deliver the Campaign due to: cancellation by the Agency (if the Agency is a Party to the IO) or Client at any time before the last Delivery Date; or any act or omission by the Agency (if the Agency is a Party to the IO) or Client (including any failure to provide the Client Dependencies or any breach of the terms of this Agreement), the Fees remain payable in full unless otherwise agreed in writing by LADbible. In the event that LADbible fails to deliver the Campaign for any other reason, technical or otherwise but which is not a Force Majeure Event, the sole liability of LADbible shall be limited to, at LADbible’s sole option: (a) a pro-rated refund of the Fees paid (if any) to the Client (or the Agency on behalf of the Client, if applicable); or (b) placement of the Campaign at a later time across comparable media platforms.
Termination	Without prejudice to any remedy a Party may have against the other this Agreement may be terminated forthwith without notice by one Party at any time if another Party: shall have a receiver or administrative receiver appointed over it or over any part of its undertakings or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of the liabilities of it) or a court of competent jurisdiction shall make an order to that effect or if the other Party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on its business; or commits any material breach of this Agreement, which in the case of a material breach which is capable of remedy, has not been remedied within fourteen (14) days after notice of such breach has been served on it by the innocent Party. A material breach of this Agreement shall include any failure by the Client (or the Agency on the Client’s behalf, if a Party to the IO) to pay the Fees in accordance with the Payment Terms. Without prejudice to any remedy LADbible may have, this Agreement may be terminated by LADbible on written notice to Client and/or Agency (if the Agency is a Party to the IO) at any time, if: Client and/or Agency (if the Agency is a Party to the IO) becomes subject to, or receives notice that it may become subject to, any order, fine, sanction, investigation, or other regulatory enforcement action or proceeding by any relevant authority or body; or any statutory or regulatory authority with jurisdiction over Client and/or Agency (if the Agency is a Party to the IO) conducts an investigation into the Client and/or Agency, imposes any fine or sanction on Client and/or Agency, or if Client and/or Agency is subject to any other regulatory procedure which, in LADbible’s reasonable opinion, may: (i) result in Client and/or Agency losing any of its operating licences, permits or authorisations from any relevant authority; or (ii) have a material adverse impact on LADbible’s business or reputation.
Conflict	To the extent of any conflict between this Agreement and any insertion orders and/or terms and conditions of the Agency (if the Agency is a Party to the IO) and/or the Client, this Agreement shall prevail.
Advertising Standards	LADbible shall have no liability to the Client or Agency (if the Agency is a Party to the IO) for any failure of the Content to comply with any applicable consumer laws, advertising laws, regulations, guidance and codes of practice (together “Advertising Laws”) where that failure to comply is as a result of LADbible creating and/or distributing Content in a manner specified by the Client and/or Agency, or as a result of the inclusion of any Client Material. The Client and/or Agency (if the Agency is a Party to the IO) shall be solely responsible for ensuring that any specifications and/or Client Materials which they may provide to LADbible comply with all applicable Advertising Laws. In particular, without limitation to the foregoing, Client accepts sole responsibility for checking compliance with any regulatory regime particular to its industry or sector. Including without limitation any Advertising Laws relating to alcohol, tobacco, CBD products, gambling, food, drink, supplements, cosmetics, or financial services. The Client shall indemnify LADbible from and against all actions, proceedings, claims, losses, damages, expenses and liability which may be made or brought against or suffered or incurred by LADbible in consequence of or in connection with the Client’s failure to comply with its obligations under this provision.
Awards	All award entries entered into by Client, Agency (if the Agency is a Party to the IO) or LADbible affiliates (production houses/producers) must be brought to the attention of LADbible in advance of submission for sign-off of content usage. The Parties shall mutually agree cross-promotion of their partnership in respect of the Campaign.
Data Protection	For the purposes of this section: “Data Protection Legislation” means all applicable data protection, privacy and marketing laws in force in any relevant territory from time to time including, but not limited to the version of the General Data Protection Regulation (EU) 2016/679 as retained pursuant to UK law, the UK Data Protection Act 2018, Directive 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them and, where applicable, the guidance and codes of practice issued by the supervisory authorities; and The terms “controller“, “processor”, “personal data” and “processes” shall be interpreted in accordance with applicable Data Protection Legislation. Independent Controllers Subject to paragraph 5 below and any other data sharing agreements entered into by the Parties which are separate to this Agreement, to the extent that a Party processes any personal data provided by another Party in the course of the performance of this Agreement (a “Relevant Transfer”), each party to the Relevant Transfer shall act as an independent controller in relation to such personal data and each Party shall comply with its respective obligations under applicable Data Protection Legislation in relation thereto. Each Party warrants that it is lawfully authorised to make any Relevant Transfer of personal data made in connection with this Agreement. Each party to the Relevant Transfer shall promptly provide the other party such reasonable cooperation, information and assistance as required from time to time to enable such other party to comply with its obligations under applicable Data Protection Legislation. The parties to the Relevant Transfer shall not knowingly perform their obligations under this Agreement in such a way as to cause the other party to the Relevant Transfer to breach any of its obligations under applicable Data Protection Legislation. To the extent that the Agency (if the Agency is a Party to the IO) processes any personal data further to this Agreement, the Parties acknowledge and agree that the Agency does so as a processor for the Client and the Client will be the controller of such personal data. As such, the Parties agree that the Client is responsible for any processing of personal data further to this Agreement by the Agency as if such actions were their own.
Liability	Nothing in this Agreement shall exclude or limit any Party’s liability for death, personal injury, negligence or for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited by law. Save for in relation to any indemnity obligations contained herein, the maximum aggregate liability of each Party, in relation to all claims made pursuant to its terms or relating to its subject matter, whether such liability arises in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid or payable under this Agreement.
Force Majeure	“Force Majeure Event” means: an event beyond the reasonable control of any Party including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of LADbible or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, outbreak of a disease (including but not limited to Coronavirus), breakdown of plant or machinery or ICT infrastructure, fire, flood, storm or default of suppliers or subcontractors. No Party shall be liable to another Party as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event. If a Force Majeure Event prevents any Party from performing its obligations under this Agreement for more than 10 business days, the non-affected Party shall have the right to terminate this Agreement immediately by giving written notice to the Party affected by a Force Majeure Event. In the event this Agreement is terminated due to a Force Majeure Event, the Client shall pay (or shall procure that the Agency makes payment of) the Fees attributable to the period up to termination (calculated on a pro- rata basis) to LADbible. For the avoidance of doubt, any costs already incurred by LADbible and/or any Fees already paid in relation to the Campaign up to termination shall be non-refundable.
Confidential Information	“Confidential Information” means: any information disclosed or made available by a disclosing Party (including its affiliates) to another Party which is either designated as “Confidential” or which would reasonably be deemed to be confidential or proprietary to the disclosing party. Except as otherwise explicitly provided in this Agreement, no Party shall use or disclose any Confidential Information of any other Party without the written consent of the disclosing Party, or for any other purpose than to exercise its rights and perform its obligations under or in connection with this Agreement. Each Party may only disclose another Party’s Confidential Information: to its employees, officers, representatives, contractors, subcontractors 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 this Agreement (provided that such persons comply with the confidentiality provisions set out in this Agreement); and as may be required by any applicable law, a court of competent jurisdiction or any governmental or regulatory authority. Each Party agrees in relation to the Confidential Information relating to the other Party to use reasonable care (and in any event not less than the care which it uses to protect its own Confidential Information) to keep, and to ensure that its employees, officers, representatives, contractors, subcontractors and advisers keep, all Confidential Information confidential.
General	This Agreement is the entire agreement between the Parties relating to its subject matter and it supersedes all previous agreements and understandings, both oral and written. Any variations to its terms must be agreed in writing and signed by each of the Parties. Each Party represents and warrants to the other Parties that it is fully and duly authorised to enter into this Agreement and that there is no legal, commercial, contractual or other restriction, which precludes or might preclude it from fully performing its obligations pursuant to this Agreement. Each Party agrees that it shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010. No one other than a Party to this Agreement shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The IO may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. This Agreement (and any contractual or non-contractual disputes arising from or in connection with it) shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts.