ADS Group Media Ltd Commercial Terms & Conditions
These Commercial Terms and Conditions apply to the sale and supply of all commercial products and services provided by ADS Group Media Ltd (the “Publisher”), including but not limited to advertising, sponsorship, digital media, marketing services, publications, newsletters, websites, e-zines, events, webinars, roundtables, podcasts, video, content creation, bespoke publishing, research, surveys, white papers, thought leadership programmes, consultancy, commercial partnerships and other related commercial services, unless otherwise agreed in writing.
1. Definitions
“Publisher” means ADS Group Media Limited, a private company, registered in England and Wales, whose registered office is Show Centre, E T P S Road, Farnborough, England GU14 6FD.
“Commercial Package” means the combination of commercial products and services purchased by the Client under an Order, including, but not limited to advertising, sponsorship, digital media, publications, newsletters, websites, e-zines, events, webinars, roundtables, podcasts, video, research, surveys, consultancy, marketing services, bespoke publishing, content creation, commercial partnerships and any related services.
“Client” means any company, organisation, agency or individual purchasing a Commercial Package from the Publisher.
“Client Materials” means all copy, artwork, logos, branding, text, images, graphics, photographs, audio, video, presentations, research briefs, datasets, documentation, trademarks and any other materials supplied by or on behalf of the Client.
“Order” means any signed booking form, proposal, quotation, purchase order, statement of work, insertion order, email acceptance or other written agreement accepted by the Publisher for the supply of a Commercial Package.
2. Acceptance of Orders
2.1 All Orders are accepted subject to approval by the Publisher.
2.2 The Publisher reserves the right, at its sole discretion, to refuse, reject, suspend, amend, postpone or withdraw any Commercial Package or any element of a Commercial Package, campaign, advertisement, sponsorship, content, project or activity.
2.3 Acceptance of any Order shall not imply endorsement by the Publisher, ADS Group Limited or any associated organisation of the Client, its products, services or opinions.
2.4 The Publisher reserves the right to decline any Order which, in its reasonable opinion:
a) may damage the reputation of the Publisher or ADS Group Limited;
b) conflicts with the Publisher’s editorial policies or commercial standards;
c) is unlawful, misleading, offensive or defamatory;
d) may expose the Publisher to legal, regulatory or reputational risk.
3. Orders and Cancellation
3.1 A binding contract shall exist once an Order has been accepted by the Publisher.
3.2 Orders are non-cancellable unless otherwise agreed in writing by the Publisher.
3.3 Where the Client fails to provide Client Materials, approvals, information or payment in accordance with these Terms, the Publisher reserves the right to:
a) suspend or postpone delivery of the Commercial Package;
b) use alternative approved materials previously supplied by the Client;
c) create or amend materials at the Client’s expense;
d) withdraw the relevant element of the Commercial Package; or
e) charge the full contracted value of the Order together with any production, design, consultancy, research, project management or other costs reasonably incurred.
3.4 Any agreed variation to an Order shall only be effective where confirmed in writing by the Publisher.
3.5 Where an Order is cancelled, postponed or otherwise terminated by the Client, the Publisher reserves the right to release, reallocate or resell any advertising inventory, sponsorship, event participation, speaking opportunity, publication space or other element of the Commercial Package without prejudice to its right to recover the sums due under these Terms.
3.6 Cancellation, postponement or failure by the Client to proceed with an Order shall not affect the Client’s obligation to pay all sums due unless otherwise agreed in writing by the Publisher.
4. Fees and Payment
4.1 All prices are exclusive of VAT and any other applicable taxes unless otherwise stated.
4.2 Payment is required prior to publication, activation, commencement, delivery or fulfilment of the Commercial Package unless otherwise agreed in writing by the Publisher.
4.3 The Publisher reserves the right to require payment in full prior to commencing any work.
4.4 Where payment remains outstanding, the Publisher may suspend, postpone or cancel publication, production, activation, delivery, event participation or any element of the Commercial Package without liability.
4.5 Interest may be charged on overdue accounts at a rate of 8% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until payment in full, together with any reasonable costs incurred in recovering overdue sums.
4.6 The Client shall remain liable for the full value of the Order irrespective of whether the Commercial Package is ultimately published, activated, delivered or fulfilled, where such failure results from the Client’s failure to provide payment, approvals, Client Materials or any other information reasonably required by the Publisher.
4.7 Unless otherwise agreed in writing, all invoices shall be payable in full without deduction, withholding, set-off or counterclaim.
5. Client Materials
5.1 The Client is solely responsible for ensuring that all Client Materials:
a) comply with all applicable laws, regulations, advertising codes and industry standards;
b) are accurate and complete;
c) are not misleading, defamatory, offensive or unlawful;
d) do not infringe the intellectual property or other rights of any third party;
e) are suitable for publication, production, broadcast, digital distribution or other agreed use.
5.2 The Publisher reserves the right to reject, amend, edit, suspend or require replacement of any Client Materials which, in its reasonable opinion, fail to meet these requirements.
5.3 The Publisher shall not be responsible for any delay arising from incomplete, inaccurate or late Client Materials supplied by the Client.
5.4 The Client warrants that it has obtained all necessary permissions, licences and consents required for the Publisher to use the Client Materials in delivering the Commercial Package.
6. Technical Specifications and Client Deliverables
6.1 The Client shall ensure that all Client Materials are supplied in accordance with the Publisher’s current technical specifications, artwork requirements, content guidelines or project brief.
6.2 The Publisher may reject or return any Client Materials that do not comply with the relevant specifications or require the Client to supply revised materials before work commences.
6.3 Where the Publisher undertakes, or appoints third parties to undertake artwork, design, production, editing, formatting, video production, research, consultancy, content creation or other preparation work on behalf of the Client, any additional costs incurred may be charged to the Client unless otherwise agreed in writing.
6.4 The Publisher reserves the right to make reasonable technical or production amendments where necessary to ensure compatibility with its publications, digital platforms, marketing channels, events or other Commercial Products and Services forming part of the Commercial Package.
6.5 The Publisher may use artificial intelligence, machine learning, automation tools and other technologies in the creation, editing, production, analysis, research, formatting, distribution or delivery of any Commercial Package.
6.6 Unless otherwise agreed in writing, the Client acknowledges that such technologies may be used in the provision of the Commercial Package and remains responsible for reviewing and approving all deliverables, content and materials prior to publication, distribution or use.
7. Delivery Deadlines and Late Supply
7.1 Client Materials, approvals, information and instructions must be supplied by the deadlines specified by the Publisher.
7.2 Where the Client fails to meet an agreed deadline, the Publisher reserves the right to:
a) use previously approved materials;
b) substitute alternative materials supplied by the Client;
c) create replacement materials at the Client’s expense;
d) postpone delivery of the relevant element of the Commercial Package;
e) leave any advertising inventory, sponsorship asset or promotional opportunity unused; or
f) terminate the relevant activity.
7.3 The Client shall remain liable for the full value of the Order where failure to deliver the Commercial Package results from the Client’s failure to provide materials, approvals or information by the agreed deadline.
7.4 The Publisher shall not be liable for any loss arising from delays caused by the Client.
8. Editorial, Commercial and Sponsored Content
8.1 The Publisher retains full editorial control over all editorial, sponsored, commercial and branded content published or delivered as part of the Commercial Package.
8.2 Sponsored content, advertorials, partner content and other paid-for editorial may be identified by the Publisher in such manner as it considers appropriate.
8.3 The Publisher reserves the right to edit, amend or refuse any editorial or commercial content to ensure compliance with:
a) legal and regulatory requirements;
b) advertising standards;
c) editorial policies;
d) house style;
e) production requirements; and
f) the Publisher’s commercial and reputational standards.
8.4 Acceptance of sponsored or commercial content does not create any right for the Client to influence the Publisher’s independent editorial decisions.
8.5 Editorial coverage is entirely at the Publisher’s discretion and shall not be guaranteed by the purchase of any Commercial Package unless expressly agreed in writing.
8.6 The Publisher shall retain complete discretion regarding the editorial environment, placement, format, presentation and labelling of all commercial content.
8.7 Nothing within these Terms shall oblige the Publisher to publish editorial content concerning the Client beyond that expressly included within the Commercial Package.
9. Digital Media and Marketing Services
9.1 Digital Media and Marketing Services include, but are not limited to:
a) website advertising;
b) newsletters;
c) e-zines;
d) sponsored content;
e) email marketing;
f) digital campaigns;
g) lead generation campaigns;
h) podcasts;
i) webinars;
j) video content;
k) social media campaigns;
l) content marketing; and
m) other digital promotional activities.
9.2 Unless expressly agreed in writing, the Publisher does not guarantee:
a) impressions;
b) clicks;
c) click-through rates;
d) open rates;
e) downloads;
f) attendance numbers;
g) engagement;
h) enquiries;
i) leads;
j) conversions;
k) sales; or
l) return on investment.
9.3 Any performance data supplied by the Publisher shall be provided in good faith using information available at the time but shall not constitute a warranty or guarantee of future performance.
9.4 Statistics, analytics and campaign reporting are provided for information purposes only and shall be based upon the Publisher’s or relevant third-party systems, which shall be considered final in the absence of manifest error.
10. Positioning, Scheduling and Delivery
10.1 Requested advertisement positions, sponsorship opportunities, speaking slots, publication dates, campaign schedules, event dates, webinar timings or other placements are subject to availability and cannot be guaranteed unless confirmed in writing by the Publisher.
10.2 The Publisher reserves the right to alter page positions, publication dates, event schedules, campaign timings, delivery dates, project milestones or activation dates by up to thirty (30) days, or such other reasonable period as circumstances require, where operationally necessary.
10.3 The Publisher reserves the right to substitute venues, speakers, contributors, delivery methods, digital platforms or distribution channels where reasonably necessary to fulfil the Commercial Package.
10.4 Such amendments shall not constitute a breach of these Terms and shall not entitle the Client to cancel the Order or seek compensation, provided the Publisher has acted reasonably and in good faith.
10.5 The Publisher may substitute comparable opportunities where reasonably necessary, including publication titles, digital channels, speakers, venues, delivery formats or event programmes, provided the overall value of the Commercial Package is not materially reduced.
11. Intellectual Property
11.1 The Client warrants that it owns, or has obtained, all necessary rights, licences and permissions required for the Publisher to use, reproduce, publish, distribute, display, transmit or otherwise utilise the Client Materials in connection with the Commercial Package.
11.2 The Client grants the Publisher a non-exclusive, royalty-free licence to use the Client Materials solely for the purpose of delivering the Commercial Package.
11.3 Unless otherwise agreed in writing, all intellectual property rights in the Publisher’s publications, editorial content, designs, layouts, reports, research methodologies, know-how, templates, websites, databases, videos, podcasts, presentations, marketing materials and other content created, developed or used by the Publisher shall remain vested in the Publisher.
11.4 Unless expressly stated otherwise within an Order or Statement of Work, payment for the Commercial Package does not transfer ownership of the Publisher’s intellectual property.
11.5 Where bespoke work is commissioned by the Client, ownership of any newly created intellectual property shall be governed by the relevant Order, proposal or Statement of Work.
11.6 The Publisher may refer to the Client’s name and logo as part of its own promotional materials solely for the purpose of identifying the Client as a customer, unless otherwise agreed in writing.
11.7 Nothing in these Terms shall prevent the Publisher from using any general skills, know-how, methodologies, experience or techniques acquired or developed in the course of providing the Commercial Package.
12. Indemnity
12.1 The Client shall indemnify and keep indemnified the Publisher against all claims, actions, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal costs) arising directly or indirectly from:
a) the publication, distribution or use of Client Materials;
b) any breach of these Terms by the Client;
c) infringement of any intellectual property rights;
d) defamatory, misleading or unlawful content;
e) regulatory investigations or enforcement arising from the Client’s instructions or materials;
f) any negligent or wrongful act or omission by the Client; or
g) any breach of Clause 17 (Sanctions, Anti-Bribery and Compliance).
12.2 This indemnity shall survive completion, cancellation or termination of the Order.
13. Agency Responsibility
13.1 Where an advertising agency, marketing agency, public relations consultancy or other intermediary places an Order on behalf of a Client, both the agency and the Client shall be jointly and severally liable for payment of all sums due to the Publisher.
13.2 The Publisher reserves the right to pursue either the agency, the Client, or both, for any outstanding payments or other contractual obligations.
14. Liability
14.1 Nothing within these Terms shall exclude or limit liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation; or
c) any liability which cannot lawfully be excluded or limited.
14.2 Subject to Clause 14.1, the Publisher’s total aggregate liability arising under or in connection with any Order shall not exceed the total fees paid by the Client in respect of that Order.
14.3 The Publisher shall not be liable for any:
a) indirect or consequential loss;
b) loss of profit;
c) loss of revenue;
d) loss of business opportunity;
e) loss of anticipated savings;
f) loss of goodwill;
g) reputational damage; or
h) business interruption,
whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
14.4 The Publisher shall not be liable for any failure to achieve a particular commercial outcome, including sales, enquiries, attendance, lead generation, media coverage or return on investment, unless expressly agreed in writing.
14.5 Except where expressly stated in these Terms, the Client’s sole remedy for any failure by the Publisher shall be the re-performance of the affected Commercial Package or, at the Publisher’s option, a proportionate credit or refund.
14.6 Except as expressly stated in these Terms, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
15. Force Majeure
15.1 The Publisher shall not be liable for any delay or failure in performing its obligations where such delay or failure results from events beyond its reasonable control.
15.2 Such events include, but are not limited to:
a) acts of God;
b) flood, fire or natural disaster;
c) epidemic or pandemic;
d) war, terrorism or civil unrest;
e) industrial disputes;
f) failure of utilities or telecommunications;
g) cyber attack or technology failure;
h) governmental or regulatory action;
i) transport disruption; or
j) any other event beyond the reasonable control of the Publisher.
15.3 Where a Force Majeure event affects an event, webinar, publication or other element of the Commercial Package, the Publisher may postpone, reschedule, relocate, substitute or deliver the affected Commercial Package by alternative reasonable means.
15.4 Such action shall not constitute a breach of these Terms and shall not entitle the Client to terminate the Order or claim compensation.
15.5 Where a Force Majeure event continues for more than sixty (60) days and no reasonable alternative delivery can be provided, either party may terminate the affected Order upon written notice, provided that the Client shall remain liable for all work undertaken and costs incurred prior to termination.
16. Data Protection and Confidentiality
16.1 Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any legislation replacing or supplementing them.
16.2 Where either party processes personal data on behalf of the other, it shall do so only in accordance with applicable data protection legislation and any documented instructions provided by the other party.
16.3 Each party shall implement and maintain appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
16.4 Each party shall keep confidential all commercially sensitive, proprietary or confidential information obtained in connection with an Order and shall not disclose such information to any third party except:
a) where required by law;
b) where disclosure is necessary for the performance of the Commercial Package;
c) with the prior written consent of the other party.
16.5 The obligations of confidentiality shall survive termination of the Order for a period of two (2) years.
17. Sanctions, Anti-Bribery and Compliance
17.1 The Client represents and warrants that neither it, nor any of its associated companies, beneficial owners, directors, officers, employees, products, services or activities promoted as part of the Commercial Package is subject to any applicable sanctions, export control restrictions or trade prohibitions imposed by the United Kingdom, United States, European Union or any other applicable jurisdiction.
17.2 The Client shall:
a) comply with all applicable sanctions, export control, anti-bribery, anti-corruption and anti-money laundering laws and regulations and;
b) promptly notify the Publisher of any actual or suspected change in circumstances that may affect its compliance with this Clause 17 or the accuracy of the representation and warranty given in Clause 17.1.
17.3 The Publisher reserves the right, in its sole discretion, to refuse, suspend, withdraw or terminate any Order where, in its reasonable opinion, publication, promotion or delivery of the Commercial Package may:
a) breach applicable sanctions, export control legislation, anti-bribery, anti-corruption or anti-money laundering laws or regulations;
b) expose the Publisher, ADS Group Limited or any associated organisation to legal, regulatory or reputational risk; or
c) conflict with the Publisher’s legal, regulatory or compliance obligations.
17.4 The exercise of the Publisher’s rights under this Clause 17 shall not constitute a breach of contract and shall not entitle the Client to any refund, compensation or other remedy.
17.5 The Publisher may require the Client to provide such information, documentation and evidence as it reasonably considers necessary to satisfy its sanctions, export control, anti-bribery, anti-money laundering and know-your-customer or other compliance obligations.
17.6 Any breach of this Clause 17 shall be deemed a material breach of these Terms.
18. Complaints and Termination
18.1 Any complaint relating to the Commercial Package shall be submitted in writing within twenty-eight (28) days of publication, activation, delivery, campaign completion or completion of the relevant Commercial Package.
18.2 The Publisher shall investigate all complaints received within a reasonable period and, where appropriate, seek to resolve them in good faith.
18.3 The Publisher may terminate an Order immediately by written notice where:
a) payment remains overdue;
b) the Client commits a material breach of these Terms;
c) the Client becomes insolvent, enters administration, liquidation or any arrangement with creditors;
d) the Client provides false or misleading information;
e) the Client acts in a manner which, in the reasonable opinion of the Publisher, may damage the reputation of the Publisher, ADS Group Limited or any associated organisation; or
f) continued performance of the Order would expose the Publisher to legal, regulatory or reputational risk.
18.4 Termination shall not affect any rights or liabilities accrued prior to termination, including the Publisher’s right to recover outstanding fees and costs.
18.5 The Publisher reserves the right to suspend performance of any Order whilst investigating any suspected breach of these Terms.
18.6 Termination of one Order shall not affect the validity of any other Order between the parties unless expressly stated by the Publisher.
19. Non-Exclusivity and Conflicts
19.1 Unless expressly agreed in writing, nothing within these Terms or any Order shall grant the Client exclusivity in respect of any publication, event, sponsorship category, marketing activity, research project or Commercial Package.
19.2 The Publisher reserves the right to provide similar or identical Commercial Products and Services to any other person or organisation, including competitors of the Client.
20. General
20.1 These Terms and Conditions, together with any accepted Order, proposal, quotation, Statement of Work or other written agreement, constitute the entire agreement between the parties and supersede all previous discussions, negotiations and understandings relating to the Commercial Package.
20.2 No amendment or variation to these Terms shall be effective unless agreed in writing by an authorised representative of the Publisher.
20.3 Failure or delay by the Publisher in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
20.4 If any provision of these Terms is held by a court or other competent authority to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
20.5 Nothing in these Terms shall create or be deemed to create any partnership, joint venture, agency or employment relationship between the parties.
20.6 No person who is not a party to these Terms shall have any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.
21. Governing Law
21.1 These Commercial Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales.
21.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Schedule 1 – Commercial Products and Services
These Terms and Conditions apply to, but are not limited to, the following Commercial Products and Services offered by the Publisher:
• Print advertising
• Digital advertising
• Website advertising
• Newsletter advertising
• E-zines and digital publications
• Sponsored content and advertorials
• Content partnerships
• Brand partnerships
• Bespoke publishing
• Commercial publishing services
• Marketing services
• Media campaigns
• Research projects
• Industry surveys
• White papers
• Thought leadership programmes
• Content creation
• Podcasts
• Video production and sponsorship
• Event sponsorship
• Webinar sponsorship
• Roundtable sponsorship
• Awards sponsorship
• Lead generation campaigns
• Email marketing campaigns
• Commercial insights
• Recruitment advertising
• Data and market insight products
• Industry reports
• Awards programmes
• Delegate sales
• Exhibition marketing
• Media partnerships
The Commercial Products and Services listed above may be supplied individually or collectively as part of a Commercial Package.