1.1 All orders and bookings made to the Publisher for Advertisements, Campaigns and/or Insertions are subject to and governed by these terms and conditions.
1.2 In these conditions,
(1) Advertisement includes the materials which advertise, promote, market, sponsor and/or endorse a product or a service or a brand or an image which:
(a)?in the case of print advertisement is printed on the page or reproduced as a copied cutting or separately inserted or attached, and includes Inserts and any mailing, brochure or catalogue, stick on notes or wrap-arounds;
(b) in the case of advertisements on or delivered through the internet, website and mobile devices and any other delivery mechanism, whether now known or invented in the future, includes text, graphics, layout, logos, audio or visual material, avatars, static and dynamic images, animations, straplines, banner advertisement, hypertext, links, microsites, click through advertising, embedded and/or overlayed codes and algorithms, emails and/or messaging; and
(c)?in the case of technology based advertisements, includes digital technologies.
(2) Advertiser?means the entity advertising the product or service that is the subject of the Advertisement.
(3)?Advertising Copy means the textual content of an Advertisement.
(4)?Audience Extension means serving the Advertiser’s Advertisements to users of the Telegraph Network on third party websites. This is achieved through the use of Cookie-technology to track a user’s browsing activity when on the Telegraph Network and to tag the user with a retargeting Cookie (Retargetting Cookie), so that the user will continue to the see Advertisements from the Advertiser on selected websites outside of the Telegraph Network (where advertising inventory is made available to the Publisher).
(5) Audience Extension Inventory means advertising inventory on third party websites which is made available to the Publisher for use for Audience Extension for the Advertiser’s Advertisements.
(6)?Buyer means the person placing the order with the Publisher for the Campaign, whether such person is the Advertiser or the Advertiser’s advertising agency or media buyer.
(7) Buyer Materials means all information, materials and content in any format provided by or on behalf of the Buyer for use in connection with the Campaign.
(8) Campaign means the organised programme of advertising and promotional activity as set out in the Campaign Schedule or, if there is no Campaign Schedule, as otherwise agreed by the parties. The programme may consist of only one or more items, whether an Advertisement or a promotional activity or other activity or item;
(9) Campaign Schedule means the campaign schedule to this Agreement (if any) or otherwise such schedule of campaign activity agreed by the parties. For clarity, campaign activity may comprise of one or more items, whether an Advertisement or a promotional activity or other activity or item;
(10) Charge (s) means the Publisher’s advertising charge(s) for the Advertisement, Campaign, or Insertion as notified to the Buyer and agreed (including any Charge and Additional Charge set out in any Term Sheet), or if there is no such notification and agreement, the Publisher’s standard charges as set out in its Rate Card.
(11) Content means all content, materials, concepts and ideas prepared, created and/or developed for any Advertisement and/or Campaign.
(12) FSMA means the Financial Services and Markets Act 2000 together with any rules, orders, regulations, codes of practice and delegated legislation made there under from time to time and all rules, guides and codes issued, published and/or updated from time to time by the Financial Services Authority including without limitation the FCA Handbook.
(13) Impression means each individual instance in which an Advertisement is successfully served to a third party user’s web browser (or similar software) via the Telegraph Network, and, in the case of Audience Extension, via the Audience Extension Inventory.
(14) Insert means any insert or onsert which is separately distributed with the newspapers or, in the case of email campaigns, distributed by email to an email database. In the case of onserts, these are not inserted within the newspapers, but accompany each newspaper or are inserted into its packaging. Insertion has a corresponding meaning.
(15) Insertion Order means any order under which the parties confirm and the Publisher accepts for the placement of Advertisements, Inserts and/or the delivery of the Campaign.
(16) Intellectual Property Rights means any and all intellectual property rights of whatever nature and in whatever form including inventions, patents, trade marks, registered designs, pending applications for any of the foregoing, trade and business names, brand names, unregistered trade marks, unregistered designs and rights in designs, copyrights,?database rights, moral rights, performers rights, know-how, trade secrets and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future, and all reversions, renewals and extensions of any of the foregoing, and all rights under licences, consents, orders, statutes or otherwise in relation to any of the foregoing and all rights to apply for registration of such of the foregoing as are registrable.
(17) Promotion means a promotional reader offer (if any) which is agreed by the parties as part of the Campaign, details of which are set out in the Campaign Schedule;
(18) Publisher’s Intellectual Property means the content referred to in clause 15.2 and the Publisher’s registered and unregistered trade marks.
(19) Rate Card means the Publisher’s rate card in effect from time to time and may include, among other matters, its scale of advertisement rates, technical specifications, copy and cancellation deadlines and setting styles, and other terms and/or conditions set out at www.telegraph.co.uk/contact-us/advertising.
(20) Retargetting Cookie means the Cookie used to tag users of the Telegraph Network as described in the definition of Audience Extension.
(21) Telegraph Network means websites published by the Publisher (including www.telegraph.co.uk) and websites published by third parties on which the Publisher may publish the Advertisement, mobile versions of those websites and mobile pages or apps published or reproduced by the Publisher on any mobile device.
(22) Term Sheet means the term sheet for the Campaign as attached to this Agreement or otherwise the commercial terms agreed by the parties for the Campaign.
1.3 Where a term used in this Agreement appears in bold type in the Term Sheet, that term has the meaning shown opposite it in the Term Sheet.
1.4 Reference to:
(1) any one gender (masculine, feminine and neuter) includes the others;
(2) the singular includes the plural and the plural includes the singular;
(3) a person includes a body corporate;
(4) a party includes the party's executors, administrators, successors and permitted assigns;
(5) money is to British Pounds Sterling, unless otherwise stated;?
(6) any thing includes the whole and each part of it separately; and
(7) a "person" includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body of two or more of the foregoing (whether or not having separate legal personality and wherever incorporated or established).
1.5 "Including" and similar expressions are not words of limitation.
1.6 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
1.7 Headings are for convenience only and do not form part of this Agreement or affect its interpretation.
1.8 A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
2. Status of Buyer
2.1 The party placing the order for the Advertisement (“Buyer”) shall do so as principal at law. This is regardless of whether that party is the Advertiser itself or is the Advertiser’s advertising agency or media buyer or is acting for the Advertiser in some other representative capacity. Therefore under this Agreement, the Buyer shall have full liability for all obligations of both the Buyer and of the Advertiser.
3. The Campaign
3.1 The Publisher’s Charge is agreed on the basis of the Campaign activity as described in the Campaign Schedule. Accordingly, it is agreed that if the Buyer proposes to use a promotional concept outside the scope of this Campaign, then such use may only take place provided that appropriate remuneration and licensing provisions are agreed in writing between the parties in advance.
3.2 Bookings for all Campaigns, Advertisements and Inserts are for UK editions only. If the Advertiser wishes to run the Campaign, Advertisements and Inserts in the other editions of the Newspapers, it will be subject to different rates, and the Advertiser or Buyer should contact TMG’s sales team for the applicable rates.
4. Publisher’s Rights Reserved
4.1 The Publisher may change the format of any of its publications, its advertisement rates and technical and other specifications for each of its different publications and form of media at any time and may vary or apply differing rates and specifications accordingly.
The Publisher gives no warranty or guarantee in relation to:
(1) date of Insertion nor position or location of the Advertisement;
(2) quality of the colour or mono reproduction of any Advertisement;
(3) the availability or the absence of technical or other disturbances on the internet or the Telegraph Network;
(4) the attendance or response rate or take up for any event, or direct mailing or email campaign or coupons or other form of Advertisement nor the number of clicks or page impressions or unique views for any online activity (unless otherwise specified in writing in the Campaign Schedule);
(5) incomplete runs when distributing Inserts;
(6) a coupon not backing on to another coupon, or another advertisement or insert for a similar service or product not appearing in the same issue or same page (whether in print or online) as the Advertisement.
In the event of any problem arising in relation to the foregoing the Buyer accepts that the Publisher shall not be obliged to give any compensation or refunds in such instances.
4.3 The Publisher has no obligation to supply voucher copies or tearsheets in relation to any print Advertisements and their absence shall not affect the Buyer’s liability for the agreed charge.
4.4 All orders and bookings are subject to change or cancellation due to production, promotions and editorial schedules. The Publisher reserves the right to decline any order or booking or decline to publish any Advertisement or decline to undertake any Campaign activity.
4.5 Without limiting the generality of clause 4.4, where the Publisher has unusual or unexpected business needs (for example, newsworthy events or other special events, such as outbreak of war, major disaster, terrorist attack or other urgent or important news item), the Publisher has the right to postpone the publication, display, delivery, Insertion, and/or distribution of any Advertisement or any Campaign item for a temporary period and the parties shall in good faith negotiate and agree alternative dates for the relevant activity, both parties acting reasonably. Any dispute shall be subject to clauses 14.1 and 14.2
4.6 In relation to on-line Advertisements, without prejudice to the Publisher’s other rights and remedies, at any time and without giving advance notice to the Buyer, the Publisher may permanently or temporarily move, remove or edit an Advertisement from the Telegraph Network and, in the case of Audience Extension, from the Audience Extension Inventory.
4.7 The Publisher may syndicate any Advertisement which may be incidental to a content syndication arrangement which the Publisher may have with a third party.?
4.8 The Publisher may show and/or display the Advertisement and/or the Campaign for internal purposes and for marketing its services to other prospective advertisers, including in any public relations materials and direct marketing materials.
5. Buyer’s Materials
5.1 The Buyer shall submit to the Publisher all materials, content and information in relation to all Advertisements and/or the Campaign in advance of publication or display or delivery or Insertion of any Advertisement or any item of the Campaign in accordance with the Publisher’s deadlines and timescales, unless otherwise agreed by the Publisher.
5.2 Whilst the Publisher shall exercise reasonable care in relation to the Buyer Materials, the Publisher will not be liable for any loss of or damage to any Buyer Materials.
6. Publisher’s Obligations
6.1 Notwithstanding any other provision to the contrary, the Publisher shall have and shall retain complete editorial control in relation to all editorial content forming part of the Campaign. This is a paramount right.
6.2 Where the Publisher is creating the Advertising Copy, the Publisher shall supply any Advertising Copy to the Advertiser for the Advertiser’s comment and feedback (such feedback to be given to the Publisher within the deadlines notified to the Advertiser in writing by the Publisher in each case).
6.3 Notwithstanding any other provisions of this Agreement, the Publisher:
(1) has final editorial approval over all mast heads, straplines, page design, position and location, display dimensions, framing, display environment, graphics used, colours, manner of display, fonts style and size, visibility, text alternatives and tags and other computer language coding; and
(2) may refuse or require to be amended or decline to publish any Content if it is not in compliance with the requirements of clause 20.1 or the Rate Card (where applicable).
7. Mistakes and errors
7.1 The Buyer must check the correctness of each and every Advertisement and/or the details of the Campaign. In the case of multiple or repeat Advertisements, the Publisher assumes no responsibility for the repetition of an error unless the Buyer has notified the Publisher immediately the error occurs and before the Publisher’s deadline for the next Insertion or publication or display or delivery of a Campaign item.?
8. Additional conditions applying to online Advertisements (including on Audience Extension)
8.1 This clause applies where the Campaign or Advertisement includes any website or online or digital activity on the Telegraph Network and in respect of Audience Extension campaigns on Audience Extension Inventory.
8.2 Advertisements must be delivered to TMG in the format prescribed by TMG (the prescribed format is set out in the Rate Card) no later than 3 business days (for standard format) or 5 business days (for rich media format) prior to publication. In the event of late submission of an Advertisement:
(1) the agreed start date for the first appearance of such Advertisement will be moved to an alternative date to be determined at TMG’s sole
(2) the finish date of any campaign as set out in the Insertion Order will not be extended; and
(3) notwithstanding the provisions of clause 4.1(2), the Charges as set out in the Insertion Order or Term Sheet (as the case may be) will be payable in full.
8.3 Notwithstanding clause 8.1, the Publisher shall not be bound by a stop order or cancellation or postponement of any online Advertisement or the Campaign (or any element of it) unless the stop order, cancellation or postponement is submitted to the Publisher in writing within the deadlines set out in the Rate Card, or if not so specified in the Rate Card, not less than thirty (30) days before the Campaign start date, unless otherwise agreed by the parties in writing.
8.4 The Advertiser (or the Buyer, as the case may be) is responsible for complying with clause 16.12 and the Publisher reserves the right to refuse the publication of non-compliant Advertisement and the Advertiser (or the Buyer, as the case may be) shall nevertheless be liable to pay for the non-compliant Advertisement even if it is refused under this clause.
8.5 Where it is set out in the Campaign Schedule or otherwise agreed by the parties in writing that the Charges are based upon the online traffic or activity relating to the Campaign:
(1) the Publisher shall generate performance reports (via third party software applications) and the figures in such report shall be the official definitive measure of the Publisher’s performance on which the Charges will be based.
(2) Upon not less than 30 days prior written notice, the Publisher will provide website traffic reports to the Buyer.
9. Further Additional Conditions applying to Audience Extension
9.1 This clause applies where the Campaign includes Audience Extension.?
9.2 The Publisher will use third party suppliers to facilitate the Audience Extension in respect of the Advertiser’s Advertisements including:
(1) Accessing advertising inventory on third party websites;
(2) Managing brand safety though the use of content controls;
(3) The technology used for tagging of users of the Telegraph Network.
9.3 In the Campaign Schedule or Insertion Order, the Buyer must provide the Publisher with:
(1) a blacklist of websites which it does not wish its Advertisements to appear;
(2) a list of geographical territories to which the Audience Extension is to be limited;
(3) the selection of content risk category.
9.4 The Publisher shall take reasonable care in the use of the third party services for Audience Extension and the selection and implementation of the restrictions requested by the Buyer to the Publisher under clause 9.3.
9.5 The Publisher shall take reasonable care to ensure that any Audience Extension Inventory does not include any “Barred Inventory” as specified in Schedule C of the IASH Code of Conduct.
9.6 Notwithstanding clauses 9.4 and 9.5, the Buyer and the Advertiser acknowledge that given the nature of Audience Extension and the internet and that the services are being provided by third parties, the Publisher cannot give any warranty or guarantee in relation to date of Insertion nor where the Advertisement will appear within the Audience Extension Inventory nor which websites and in which geographical location, nor the content with which it will appear. The Publisher cannot guarantee the efficacy of the controls made available by third parties to manage the restrictions requested by the Buyer under clause 9.3.
9.7 The Buyer may issue a written instruction to the Publisher to have an Advertisement removed from a particular website and the Publisher shall make such request of the relevant third party supplier and advise the Buyer when the Advertisement has been removed.
9.8 The Publisher will use reasonable endeavours to provide the Buyer on request, relevant audience figures that relate to the Audience Extension. The Buyer shall treat this information as confidential.
10. Additional conditions applying to Inserts
10.1 This clause applies where the Campaign or Advertisement includes the publication and/or distribution of Inserts.
10.2 The Buyer must submit samples of the Inserts or Insert dummies for the Publisher’s approval prior to the booking. Insert dummies must be supplied on the same material and to the same dimensions as the actual insert. Details of coded inserts must be provided at the time of booking.
10.3 Final Inserts must conform to the agreed specification. In the event that nonconforming Inserts are provided by or on behalf of the Buyer the Publisher shall not be obliged to insert non-conforming Inserts, but the Buyer shall in any event remain liable for full charges. If no code is given or if on delivery of the Inserts, instructions do not correspond with the given codes, the Publisher shall not be responsible for incorrect Insertion nor for fulfilling any coding requests.
10.4 Print figures for Insert runs given by the Publisher are derived from current print and circulation information and are estimates only. If there are excess quantities, the Buyer may either collect or re-run excess Inserts at the next available opportunity. The Buyer must notify the Publisher of its decision within 7 days of the relevant insertion run. Unless the Publisher receives written instructions to the contrary, any unused inserts will be destroyed within 7 days after the date of the relevant Insertion run.
10.5 All deliveries should include an extra quantity to each delivery address to allow for 1% wastage. Failure to supply this wastage allowance could result in the ordered quantity being used as waste. The Buyer remains liable for payment of the charges in full.
10.6 Short deliveries will be billed at full quantity rates.
10.7 The Publisher’s certificate of insertion issued on completion of each run shall be definitive of quantity in relation to each Insert run.
10.8 Inserts must be packaged and delivered to the Publisher in accordance with the Publisher’s instructions and delivery deadlines. Failure to do so may result in non-insertion or cancellation of the booking and the Buyer will remain liable for full charges.
10.9 Reruns of Inserts will be treated as a separate booking and charged at the agreed rate.