General Terms & Conditions
0. Definitions
0.1. “Ad(s) or Advertisement(s)” means text-based, graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders, direct HTML eshots, and video advertisements or similar.
0.2. “Agreement” means this Advertisement Agreement entered into by Denyan Media Ltd and Advertiser, of which these terms and conditions constitute a part.
0.3. “Advertiser” means the company that has decided to enter into this Agreement and that has decided to assign Denyan Media Ltd to provide the Services in accordance with the provisions of this Agreement.
0.4. “Advertiser Account” means the Advertiser’s account at Denyan Media Ltd for the deposit of money and managing of Campaigns.
0.5. “Advertiser Services” means Advertiser’s advertised services and products.
0.6. “Campaign” means an Advertisement campaign as detailed in this Agreement.
0.7. “Creative(s)” means all ad content, related technology and tags provided by Advertiser that are subject to the Services under this Agreement.
0.8. “Effective Date” means the date of signature of this Agreement or, in the absence of such signature, the date when the Advertiser set up an Advertiser Account with Denyan Media Ltd.
0.9. “Denyan Media Ltd” means the company providing the Services to Advertiser.
0.10. “Denyan Media Ltd Network” means Denyan Media Ltd digital advertising network, including advertisers and publishers.
0.11. “Denyan Media Ltd Network Property” means any website, application, content, property or any other media owned, operated, or provided by a company within the Denyan Media Ltd Network upon which Denyan Media Ltd places Ads.
0.12. “Party” means Advertiser or Denyan Media Ltd and ‘Parties’ means Advertiser and Denyan Media Ltd.
0.13. “Personal Data” means personal data as defined in the Data Protection Act 2018 (implemented in the General Data Protection Regulation (GDPR)), which may be accessed, processed or created as part of the Services.
0.14. “Services” refer to the work to provide Advertiser with advertising space on the Denyan Media Ltd Network as defined under section 1 below.
0.15. “File Sharing Sites” means a peer-to-peer network with a technology used to distribute and share files, that might include copyright-protected content.
1. The Service
1.1. Denyan Media Ltd shall provide Advertiser with advertising space on the Denyan Media Ltd Network. Denyan Media Ltd will monitor, track and report its Services in a manner and on a schedule as determined by Denyan Media Ltd.
1.2. Denyan Media Ltd shall use reasonable endeavours to place Advertiser’s Ads in accordance with the placement options made available and selected by Advertiser. Denyan Media Ltd will implement, monitor, track and report an agreed Campaign. Denyan Media Ltd will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed. Denyan Media Ltd will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
1.3. Denyan Media Ltd does not guarantee: (i) the placement, positioning or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions, publications, conversions, or clicks on any Ad on any Denyan Media Ltd Network Property.
2. Advertisers Campaign
2.1. Advertiser will use the Services for running a Campaign as set out in the campaign details.
3. Costs incurred, Creatives and positioning
3.1. Advertiser shall submit Creatives for all Ad types in accordance with such due date as may be set out in this Agreement or as otherwise is communicated by Denyan Media Ltd.
3.2. Unless otherwise agreed in writing by Denyan Media Ltd, the positioning of Ads on a Denyan Media Ltd Network Property is at Denyan Media Ltd’s sole discretion.
3.3. If Advertiser asks Denyan Media Ltd to carry out the posting or modification of a Campaign or any element of the Campaign, Denyan Media Ltd will carry out such posting and/or modification within 48 hours. Any such posting or modification carried out by Denyan Media Ltd shall be deemed approved by Advertiser from the earlier of: (i) confirmation from Advertiser, and (ii) the end of the 12th hour following the posting or modification. If Advertiser does not approve of the posting or modification, it must notify Denyan Media Ltd via e-mail within 12 hours.
3.4. Advertiser is solely responsible for all: (i) Creatives generated by or for Advertiser; (ii) properties to which a Creative directs users; and/or (iv) Advertiser Services.
3.5. Advertiser is solely responsible for (i) the adoption of any marketing strategies and methods, and (ii) the creation, modification, maintenance, and management of budgets and accounts, whether or not such activities are performed: by or on behalf of Advertiser; or pursuant to any suggestions and/or recommendations made by Denyan Media Ltd.
4. Invoices and Terms of Payment
4.1. Invoices will be sent by Denyan Media Ltd as dictated on the confirmation order.
4.2. Invoices will be sent by post or e-mail to the billing contact of the Advertiser or Agency, as applicable and as set forth in the Media Agreement.
4.3. Unless otherwise agreed in the confirmation order, invoicing and payment will be in GBP Sterling.
4.4. The remitter is responsible for all bank charges and fees, and for ensuring that the total amount payable is the amount shown on the invoice.
4.5. Payment is due within thirty (30) calendar days following the date of invoice, unless Denyan Media Ltd expressly agrees otherwise in the confirmation order. Payment not made within seven (7) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by Denyan Media Ltd shall be borne by the Advertiser.
4.6. In the case of any Agency listed on the Confirmation Order, Denyan Media Ltd will hold the Agency and Advertiser jointly and severally liable for payments. Should sums not have been cleared to the Agency, the Agency agrees to make every reasonable effort to collect and clear payment from the Advertiser on a timely basis. Upon Denyan Media Ltd’s request, the Agency will make available written confirmation of the relationship between the Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgement that the Agency is its agent and is authorised to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions.
5. Denyan Media Ltd limited warranty
5.1. Denyan Media Ltd warrants that the Service will perform substantially and materially in accordance with this Agreement and under normal use and circumstances, and for the purpose intended.
5.2. Except for the express warranties set forth above and to the extent permitted by law, Denyan Media Ltd expressly disclaims all other warranties of any kind with respect to the Service, whether express or implied, including without limitation any warranties for merchantability, fitness for a particular purpose, that the Services will be uninterrupted, completely secure and/or free of software errors.
5.3. Denyan Media Ltd furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, Campaigns or any Creatives or (ii) any claims made in relation to the publication of any such Ads, Campaigns or Creatives on any websites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.
6. Advertiser’s Representations and Warranties
6.1. Advertiser represents and warrants that:
(i) it is authorised to bind Advertiser to the terms and conditions of this Agreement;
(ii) it has the full legal authority to use and to authorise others to use Creatives in its Campaigns;
(iii) that no claim has been raised against Advertiser based on the fact that it does not have the right to use the Creatives in a Campaign or that a Campaign violates any applicable law;
(iv) all of the information provided by Advertiser to Denyan Media Ltd is complete, correct and current; it has all necessary rights to permit and hereby grants Denyan Media Ltd all such rights which are necessary for Denyan Media Ltd to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute Advertiser’s Ad(s); and Creative(s) in accordance with this Agreement and the websites and/or landing pages linked from Advertiser Ads shall not: (a) violate or encourage violation of any law or applicable regulation or code of practice; (b) infringe any intellectual property rights of any third Party or contain any material which may be harmful, abusive, obscene, threatening or defamatory.
6.2. Advertiser accepts and acknowledges full responsibility in the event that the Creatives in a Campaign would be deemed illegal in any jurisdiction.
6.3. Advertiser is aware that File Sharing Sites might include sites deemed illegal in some jurisdictions and hereby accepts and acknowledges all responsibility in the event of a legal claim in respect of Ads published on such sites.
6.4. Advertiser accepts Ad(s) to be published on sites such as, including but not limited to, streaming sites, file sharing sites, adult sites and File Sharing Sites.
6.5. Each Party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either Party’s liability for fraud.
7. Indemnification
7.1. Advertiser agrees to indemnify and hold Denyan Media Ltd, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser’s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.
7.2. Denyan Media Ltd agrees to indemnify the Advertiser for any breach of this agreement and/or of any representation, warranty or agreement in this Agreement.
8. Limitation of Liability
8.1. Advertiser agrees that Denyan Media Ltd shall never be liable for any delays in the delivery, non-delivery of any Campaign or for any indirect or consequential losses, if the Advertiser fails to send the advertising materials by the due date, agreed in advance. Neither party shall be liable to the other for any indirect or consequential losses, including but not limited to loss of profits or anticipated savings, loss of revenue, loss of content or any other data. Under all circumstances, both party’s liability under this Agreement shall be limited to direct losses in an amount corresponding to the agreed fees paid by Advertiser for the Services during the period of six (6) months immediately prior to the breach of contract.
8.2. In order to preserve its right to claim compensation or damages, a Party shall present any claim for compensation or damages within three (3) months after having observed the grounds for the claim, but no later than six (6) months from the last date agreed for the Campaign.
9. Rejection of Campaign content
9.1. Denyan Media Ltd has, in its sole discretion, the right, without any liability, to deny any advertising material that includes inappropriate content such as, including but not limited to: (i) Child pornography, (ii) Illegal activity, (iii) Hate-mongering, (iv) Violence or abusive content, (v) Illegal substance, and (vi) False or deceptive investment advice.
9.2. Advertiser further acknowledges and accepts that Denyan Media Ltd may stop a Campaign in case Advertiser’s site includes inappropriate content as described under section 9.1 above.
9.3. In order to ensure compliance with this section 9, Advertiser must notify Denyan Media Ltd in writing of any changes to the content on Advertiser’s site which could be deemed inappropriate content.
10. No exclusivity
10.1. This Agreement shall not prevent Denyan Media Ltd from entering into similar agreements with third parties, including other advertisers within the same area of business as Advertiser, or from independently developing, using, selling or licensing products and/or services which are similar to those provided by Advertiser.
11. Confidentiality
11.1. Each Party (a “Receiving Party”) understands that the other Party (a “Disclosing Party”) may disclose information of a confidential nature.
11.2. The Receiving Party agrees that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party without prior written approval.
11.3. The Parties agree that if disclosure is made to professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential.
11.4. The foregoing obligations shall not extend to information that is in the public domain, already in possession, received from a third party, or independently developed.
11.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory order, the Receiving Party shall promptly notify the Disclosing Party.
11.6. Upon termination, the Receiving Party agrees to return or destroy Confidential Information as requested, subject to prior approval for destruction.
12. Personal Data
12.1. If the Services include processing of Personal Data, Denyan Media Ltd will comply with the Data Protection Act 2018 and: (i) Process Personal Data only in accordance with Advertiser’s instructions; (ii) Ensure data security; (iii) Notify Advertiser of unauthorised disclosure; and (iv) Return or destroy Personal Data upon request.
13. Force Majeure
13.1. A Party shall be released from liability in damages where performance is prevented by circumstances beyond their control (e.g., lightning, fire, decisions of public authorities).
13.2. If prevention exceeds one (1) month, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.
14. Term and Termination
14.1. This Agreement shall commence on the Effective Date and will continue in force until terminated as set out below.
14.2. Denyan Media Ltd shall be entitled to stop a Campaign or terminate immediately if: (a) Advertiser commits a crime; (b) causes loss or risk of loss for Denyan Media Ltd; (c) violates governing law; (d) fails to pay; (e) materially breaches the contract; or (f) becomes insolvent.
14.3. This Agreement will be automatically terminated when the Advertiser Account has not been in use for more than three (3) months.
14.4. The Advertiser can terminate if Denyan Media Ltd does not fulfil its obligations or materially breaches this agreement.
15. Assignment
15.1. Denyan Media Ltd shall be entitled to assign its rights and obligations to a company within the same group without Advertiser’s prior consent.
15.2. Advertiser shall not be entitled to assign its rights or obligations without Denyan Media Ltd’s prior written consent.
16. Entire agreement and variation
16.1. This Agreement constitutes the Parties’ complete governance and supersedes all previous commitments.
16.2. Denyan Media Ltd reserves the right to amend the terms and conditions; notice will be provided via e-mail or the official company website. Notice is deemed received within two (2) weeks. If amendments have a non-minor adverse effect, the Advertiser may terminate the Agreement within thirty (30) days. If the agreement is not terminated, the Advertiser shall be deemed to have accepted the new terms.
17. Notifications
17.1. All notices shall be made to the e-mail address of the recipient party stated in the contract form.
18. Governing law and disputes
18.1. This Agreement shall be construed in accordance with, and governed by, the laws of the United Kingdom. The UN Convention on the International Sale of Goods does not apply.
18.2. Any dispute shall be finally settled by arbitration administered at the London Court of International Arbitration (LCIA).