Welcome to The Digital Partnership

1. 1.1 In these terms and conditions and the Insertion Order unless the context otherwise requires:
   
   'Advertisement' means the electronic advertisement(s), series of electronic advertisement(s), link(s) or promotion(s) of the type(s) specified in the Insertion Order and relating to the product(s) or service(s) and the Campaign(s) specified in the Insertion Order;
   
   'Insertion Order' means TDP Online Ltd's advertising, insertion or purchase order sent by TDP Online Ltd to the Buyer in respect of the display of the Advertisement on the Web sites;
   
   'Agency' means a person making a Booking with TDP Online Ltd on behalf of one or more clients;
   
   'Agreement' means the Insertion Order and these terms and conditions;
   
   'AOP' means the UK Association of Online Publishers;
   
   'Applicable Laws' includes all applicable Legislation, rules of common law, ASA adjudications, bulletins, codes (including self regulatory codes), guidance notes, guidance, rules, regulations, requirements, rulings, restrictions, standards, directions and license obligations (including any of the same issued by any Competent Authority and the British Codes of Advertising, Sales Promotion and Direct Marketing and other codes of practice written by the Committee of Advertising Practice and enforced by the ASA) in each case as amended, varied or replaced from time to time; 'ASA' means the Advertising Standards Authority; 'BACS' means Bankers Automated Clearing Service;
   
   'Booking' means the Buyer's confirmation (whether in writing, by fax or email, or oral or by any other means) of an Insertion Order;
   
   'Buyer' means either an Agency or a Direct Advertiser, provided that where such person is not a separate legal entity it shall be deemed to include the legal entity or entities which own(s) such person;
   
   'Campaign' means the campaign specified in the Insertion Order;
   
   'Campaign Dates' means the preferred campaign dates specified in the Insertion Order for the display of the Advertisement on the Web site;
   
   'CHAPS' means Clearing House Automated Payments System;
   
   'Cookies Regulations' means The Privacy and Communications (EC Directive) Amendment Regulations;
   
   'Competent Authority' includes any national or supra-national court, the European Commission, any governmental or local authority, any other person exercising powers pursuant to any Legislation, any other equivalent, similar or other official person (including Ofcom, the ASA and BCAP) and any relevant self regulatory body or industry body (including the AOP and the IAB);
   
   'Copy Instructions' means any specific instructions provided to TDP Online Ltd in relation to a Campaign;
   
   'TDP Online Ltd' means TDP Online Ltd registered office at 126 Weyhill Road, Andover, SP10 3BE;
   
   'CPM' means the cost per 1000 page impressions in respect of the Advertisement as specified in the Insertion Order;
   
   'Data Protection Rules' means all laws and regulations relating to the protection of personal data and e-privacy including the principles of the Data Protection Act 1998 and the Privacy and Communications (EC Directive) Amendment Regulations 2011;
   
   'Direct Advertiser' means a person buying advertising on the Web sites with TDP Online Ltd other than through an Agency;
   
   'End Date' means the last Campaign Date;
   
   'IAB' means the UK Internet Advertising Bureau;
   
   Launch Date' means the intended date of first display of the Advertisement under this Agreement on the Web site being the first date of the Campaign as confirmed in the Insertion Order;
   
   'Legislation' includes all laws, Acts of Parliament, all provisions of the Treaties constituting the European Community, the European Union and the European Economic Area, all Data Protection Rules and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law;
   
   'Loss' means all losses, claims, liabilities, costs, expenses and damages;
   
   'Page impression' means a file or a combination of files sent to a User as a result of that User's request being received by the Web site's server or such other measurement of delivery of a Campaign as is agreed in writing between TDP Online Ltd and the Buyer;
   
   'Payment Date' has the meaning given in clause 8.1;
   
   'Publisher' means the owner of, or controller of the Web site;
   
   'Term' means the period of the Agreement which period commences on the date of receipt by TDP Online Ltd of the Buyer's confirmation referred to in the Introduction above and ends on the discharge of both parties' obligations under the Agreement;
   
   'Third Party Cookies' means a cookie or other similar technology placed on a user's browser or hard drive via the website in order to track the individual's particular interests and assist in serving targeted advertising .
   
   'Undertaking' has the meaning given in section 259 of the Companies Act 1985 and 'parent undertaking' and 'subsidiary undertaking' have the meanings given in sections 258 and 259 of the Companies Act 1985;
   
   'User' means a person who accesses, or who otherwise is a user of, the Web sites;
   
   'Viruses' means any computer code, programming instruction or set of instructions that is intentionally and specifically constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or hardware;
   
   'Web sites' means the various web sites owned by or in the control of the Publisher(s) on which the advertisement is to be displayed in accordance with these terms and conditions and the Insertion Order;
   
   'Working Day' means a day, except a Saturday or Sunday, which is not a public or bank holiday in England.
2. 1.2 In these terms and conditions and the Insertion Order, unless the context otherwise requires:
   1. a reference to the ' parties' is a reference to the TDP Online Ltd and the Buyer;
   2. a reference to any Legislation or Applicable Laws includes a reference to that Legislation or Applicable Law as amended, re-enacted, replaced or modified from time to time and any subordinate legislation made from time to time under it;
   3. a reference to ' writing', or any cognate expression, is a reference to any mode of representing or reproducing words in a visible, non transitory form including fax and e mail;
   4. a reference to a clause is a reference to a clause of these terms and conditions;
   5. a reference to a person includes an individual, firm, partnership, business division, joint venture, agency, trust, association, body corporate, TDP Online Ltd, company, committee, organization and any other entity whether or not having a separate legal personality;
   6. any phrase introduced by the terms ' including' or ' in particular', or any cognate expression, will be construed as illustrative and not limiting of any preceding words;
   7. and where an order is made under the Deregulation and Contracting Out Act 1994 which authorises a person (' the first person') to exercise any functions of another person (' the second person') any reference in this Agreement to the second person will include a reference to the first person.
3. 1.3 The headings in this Agreement are for convenience only and will not affect its interpretation.
4. 1.4 For the purposes of calculating page impressions TDP Online Ltd shall use such measurement service or mechanism as it deems appropriate.

Where the Buyer is an Agency, the Agency will be deemed to contract as principal in all respects and not as agent on behalf of its clients and as such it will be responsible for the payment of all amounts due to TDP Online Ltd and the performance of all other obligations under the Agreement.

1. 3.1 Any Advertisement for display on the Web sites will only be displayed if it is approved by TDP Online Ltd in its absolute discretion, satisfies its technical requirements from time to time and complies with Applicable Laws. Details of TDP Online Ltd's technical requirements form part of these terms and conditions and are available upon request and the Buyer will comply with and be bound by such requirements. In particular, it is a condition of acceptance of an advertisement by TDP Online Ltd that it complies with Applicable Laws and reflects the spirit, not just the letter, of all Applicable Laws. It is the responsibility of the Buyer to procure that all advertisements satisfy TDP Online Ltd's technical requirements and comply with Applicable Laws and reflect the spirit, not just the letter, of all Applicable Laws.
2. 3.2 TDP Online Ltd reserves the right to involve a third party in the approval of advertisements and may require that all Advertisements are submitted to such third party for approval prior to delivery to TDP Online Ltd for display and that the Buyer and Advertisements comply with the requirements or guidelines of such third party. It is the responsibility of the Buyer to procure the approval of all such third parties and to procure that all Advertisements comply with the requirements and guidelines of such third parties. The Buyer agrees that it and all Advertisements will comply with such requirements and guidelines.
3. 3.3 TDP Online Ltd has the right, in its absolute discretion to decline to display, omit, suspend, reject or cancel any Insertion Order or Advertisement or remove any Advertisement from any of the Web sites for any reason whatsoever.
4. 3.4 Advertisements must be delivered to TDP Online Ltd together with all materials required for the displaying of the Advertisements on the Web sites (in accordance with any instructions, technical requirements or other specifications which TDP Online Ltd may require from time to time) not less than 5 Working Days before the Launch Date. It is the responsibility of the Buyer to procure that Advertisements are delivered no later than this time. Delivery of Advertisements to TDP Online Ltd will not be deemed to have taken place unless and until the requirements of this Agreement have been complied with.
5. 3.5 In the event that the TDP Online Ltd exercises its absolute discretion to refuse to grant its approval of an Advertisement other than in circumstances to which clauses 3.1, 3.2 or 3.4 applies, the Buyer will not be liable for the cost of the relevant page impressions referred to in the Insertion Order.
6. 3.6 TDP Online Ltd will have no liability in respect of any Loss arising out of or in connection with the application of any of the provisions of this clause 3 or TDP Online Ltd's refusal to approve an Advertisement for any reason.
7. 3.7 TDP Online Ltd will use its reasonable endeavours to adhere to but will not be liable for any failure to comply with those Copy Instructions.
8. 3.8 A Buyer may not change an Advertisement (including from one product to another) after it has been approved in accordance with this clause 3 without obtaining written approval of such change from TDP Online Ltd in accordance with this clause 3.
9. 3.9
   1. to use any content provided by the Buyer for the purpose of enabling TDP Online Ltd to perform its obligations under this Agreement;
   2. and to market, display, perform, transmit and promote the Advertisement on the Web sites.
10. 3.10 In the event that an Advertisement does not comply with Applicable Laws or any Competent Authority requires the removal of any Advertisement, TDP Online Ltd reserves the right to remove the Advertisement from the Web site at any time without notice to the Buyer and to charge the Buyer in full for all page impressions referred to in the Insertion Order and TDP Online Ltd shall not have any liability to the Buyer in respect of any Loss arising out of or in connection with such removal.
11. 3.11 TDP Online Ltd reserves the right in its absolute discretion to remove any Advertisement from the Web site at any time without notice to the Buyer and in the event TDP Online Ltd exercises such discretion and removes an Advertisement in circumstances where clause 3.10 does not apply the Buyer shall be entitled to a pro rata refund of any charges it has paid but TDP Online Ltd shall not have any liability to the Buyer in respect of any other Loss arising out of or in connection with such removal.

1. 4.1 The parties acknowledge that the Cookie Regulations are relevant to Third Party Cookies. The Cookie Regulations impose an obligation on those setting cookies to:
   1. provide clear and comprehensive information about Third Party Cookies;
   2. obtain the user's informed, freely given and unambiguous consent to the planting of the cookie; and
   3. provide information to user's about how they can disable Third Party Cookies.

2. 4.2 The parties acknowledge that all organisations who form part of the online advertising sales value chain must co-operate to ensure compliance with the Cookie Regulations.
3. 4.3 The Buyer shall publish information about the Cookies included within the Advertising together with confirmation of how this can be disabled.

1. 5.1 TDP Online Ltd's prices will be as agreed from time to time between TDP Online Ltd and the Buyer in the Insertion Order. All prices are national unless otherwise agreed in writing by TDP Online Ltd.
2. 5.2
   The Buyer acknowledges and agrees that -
   1. Campaign Dates are based on an estimate of the number of page impressions over a specified period;
   2. as a result, the number of page impressions for an Advertisement will vary depending on the actual number of page impressions during the Campaign Dates; and
   3. c. TDP Online Ltd gives no guarantee as to the number of future page impressions on the Web site or the number of persons who will view the Advertisement.
3. 5.3 TDP Online Ltd shall use all reasonable endeavours to provide Campaign reports to the Buyer showing actual delivery against Campaign targets at weekly intervals or at such other intervals as the Buyer and the TDP Online Ltd may agree.

1. 6.1 TDP Online Ltd will use its reasonable endeavours to display the Advertisement on the Campaign Dates but the Buyer acknowledges and agrees that no commitment is given by TDP Online Ltd that the Advertisement will be displayed on such dates. The Buyer also acknowledges and agrees that the TDP Online Ltd may change the date, time or any other aspect of the display of the Advertisement of any display as it sees fit in order to deal with any change in Applicable Laws or any other change in circumstances. TDP Online Ltd will not be held responsible in any way for the content, nature or subject matter of any other advertising displayed on the Web sites and the effect or otherwise that any of the same may have on the effectiveness or otherwise of any advertising displayed by TDP Online Ltd on the Web site on behalf of the Buyer.
2. 6.2 If the display of an Advertisement does not take place at all or such display only takes place in part, in each case through no fault of the Buyer, subject to clauses 6.1, 6.3 and 6.4 TDP Online Ltd will use its reasonable endeavours to agree with the Buyer another display date of reasonably equivalent value. Save as provided in this clause 5.2, TDP Online Ltd will have no liability for any Loss arising out of or in connection with any failure to display an Advertisement in whole or in part at any date or time or at all.
3. 6.3 If display of an Advertisement does not take place or such display only takes place in part, in each case through no fault of the Buyer and as a result of circumstances beyond the reasonable control of TDP Online Ltd, the Buyer will have no obligation to pay any charges in respect of the same and TDP Online Ltd will have no liability for any Loss arising out of or in connection with any failure to display the same.
4. 6.4 If an Advertisement is displayed but is displayed incorrectly through no fault of the Buyer such failure shall not constitute a breach of this Agreement and without prejudice to this, TDP Online Ltd and the Buyer will use their reasonable endeavours to agree how to compensate the Buyer.
5. 6.5 If the pager impressions set out in the Insertion Order are not delivered within the Campaign Dates, TDP Online Ltd shall arrange to display the Advertisement as soon as is reasonably practicable in the period following the end of the Campaign for such time as is necessary to generate a number of page impressions equal to the shortfall.

1. 7.1 In the event that the Buyer wishes to cancel the Insertion Order prior to the Launch Date, the Buyer shall remain liable to:
   1. reimburse TDP Online Ltd any and all third party costs incurred by TDP Online Ltd in respect of such Insertion Order and;
   2. pay TDP Online Ltd a cancellation fee amounting to 50% of the total fee set out in the Insertion Order.

1. 8.1 Reasonable care will be taken by TDP Online Ltd in respect of any materials or content provided by or on behalf of the Buyer to TDP Online Ltd whilst in the possession of TDP Online Ltd, but subject thereto, TDP Online Ltd cannot accept liability for any Loss arising out of or in connection with any damage, loss, deletion or otherwise of the same (whether or not the same are in the possession of TDP Online Ltd or any third party engaged by TDP Online Ltd) and TDP Online Ltd will be under no obligation to return any of the same to the Buyer or any other third party. The Buyer will be responsible for ensuring that all materials and content provided by it are insured for full value and TDP Online Ltd will have no obligation to put in place any insurance policy in respect of the same.
2. 8.2 TDP Online Ltd may destroy or delete any materials or content provided by or on behalf of the Buyer if not displayed for a period of three months after the later of the date of receipt or last display of it by TDP Online Ltd without further reference to the Buyer.

1. 9.1 All charges shall be paid by the Buyer to TDP Online Ltd immediately on the completion of the Campaign (the “Payment Date”).
2. 9.2 Any charges not paid following the Payment Date will be subject to an interest charge at the rate of 4% above the base rate of National Westminster Bank plc which shall accrue daily.
3. 9.3 For the purposes of clause 9.1 payment will be deemed to have been made prior to the Payment Date if TDP Online Ltd has received a cheque (which is subsequently cleared for payment) for the full amount or written confirmation that the Buyer has sent the full amount by BACS or CHAPS, in each case prior to 12.30p.m. on the Payment Date (provided that where the Payment Date falls on a Sunday or a bank or public holiday the next Working Day will be regarded as the Payment Date for the receipt of the cheque or written confirmation) or such other date as TDP Online Ltd may notify in writing to the Buyer.
4. 9.4 Invoices will normally be rendered in advance of the completion of the Campaign. Failure by TDP Online Ltd to render or dispatch invoices at the times referred to above or at all will not affect the obligation of the Buyer to make payment as required in accordance with these terms and conditions.
5. 9.5 All payments to TDP Online Ltd must be made in pounds Sterling.
6. 9.6 All payments to TDP Online Ltd must be paid in full without set off, counterclaim, deduction or any withholding and are subject to VAT at the applicable rate.

1. 10.1 The Buyer warrants, undertakes and represents to TDP Online Ltd that:
   1. all Advertisements will comply with Applicable Laws and the TDP Online Ltd's technical requirements in each case from time to time in force;
   2. no Advertisement or the display thereof will infringe the rights of any third party;
   3. the Advertisements shall be free from any Viruses;
   4. All consents, licences and fees required in relation to the display of any Advertisement have been obtained and paid;
   5. no hypertext link used in any Advertisement will cause TDP Online Ltd to incur any liability and the Buyer shall promptly notify TDP Online Ltd of any changes which affects the functioning of the link and all necessary steps will be taken to correct any malfunction of such link;
   6. any hypertext link from any Advertisement will not affect any User's ability to click on the back button on the browser back to the Web sites;
   7. any hypertext link will not seek to deal directly with any Publisher in respect of any Advertisement which has been introduced by TDP Online Ltd and agrees that in the event that this term is breached, you shall pay to TDP Online Ltd, as a reflection of the damages suffered by TDP Online Ltd, a sum equivalent to the fees which TDP Online Ltd would have received for providing the Advertisement to the Publisher.

2. 10.2 The Buyer undertakes to TDP Online Ltd that it will indemnify and keep TDP Online Ltd indemnified both during and after the Term against all Loss arising out of or in connection with any breach of clause 9 or otherwise howsoever arising out of or in connection with the display of any Advertisement supplied to TDP Online Ltd. The Buyer warrants that it has taken out appropriate insurance cover to satisfy the indemnity given.

1. 11.1 Save to the extent required by Legislation, the Buyer shall at all times during and after the Term keep the provisions of this Agreement confidential and shall not disclose the same to any third party save, in the case of an Agency, to those of its clients relevant to this Agreement (and in such circumstances only to the extent the same relates to that client and not any other client).
2. 11.2 No Buyer will without the prior written consent of TDP Online Ltd display any information not already in the public domain relating to the display of Advertisements on the Web sites

1. 12.1 Subject to clause 12.2, the Buyer agrees with TDP Online Ltd that the maximum liability of TDP Online Ltd in respect of any Loss of the Buyer arising out of or in connection with this Agreement will not exceed the amount paid by the Buyer (less applicable VAT) to TDP Online Ltd in respect of the relevant display of the relevant Advertisement.
2. 12.2 Nothing in this Agreement will exclude or restrict any liability for death or personal injury caused by the negligence of that party or for fraud.
3. 12.3 To the fullest extent permitted by law, all warranties, conditions, terms and other provisions, express or implied and whether imposed by statute or otherwise are excluded.

1. 13.1 This Agreement will continue throughout the Term unless terminated earlier in accordance with the provisions of this clause, but no such termination will affect any provision of this Agreement expressed to have effect after such termination or any rights which either party may have against the other subsisting at or accrued prior to the time of termination. In the event of any termination of this Agreement for any reason prior to the expiry of the Term TDP Online Ltd reserves the right to levy cancellation charges in accordance with clause 7.
2. 13.2 Either party will be entitled to terminate this Agreement forthwith by notice to the other if the other party commits any material breach of any of its obligations under this Agreement and if the breach is capable of remedy fails to remedy it within 10 Working Days after being given notice requiring it so to do.
3. 13.3 If the other party goes into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation pursuant to which the company resulting there from agrees to be bound by or assume the obligations of that party) or has or will have an administrator appointed or any person takes any steps, including filing documents with a court of competent jurisdiction and giving notice of intention to appoint an administrator, for the purpose of placing that party in administration or that party has an administrative receiver, receiver or manager appointed over any part of its assets or undertaking or otherwise becomes insolvent or suffers any similar event in any jurisdiction, this Agreement will be deemed to have terminated immediately before the occurrence of such event.

1. 14.1 TDP Online Ltd reserves the right to change these terms and conditions and in the event of such a change the terms and conditions applicable shall be those in force at the time of display of the Advertisement, provided that the Buyer shall (by serving written notice on TDP Online Ltd within two weeks of receiving such notice of change) be entitled to cancel any booking for any Advertisement affected by such change.
2. 14.2 This Agreement is personal to the Buyer and it may not assign, mortgage, charge or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the prior written consent of TDP Online Ltd.
3. 14.3 Nothing in this Agreement will create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
4. 14.4 This Agreement together with any documents referred to in it contains to the fullest extent permitted by law the entire agreement between the parties with respect to its subject matter and supersedes all previous statements made by either party and all previous agreements in relation thereto.
5. 14.5 If any provision of this Agreement is held by any court or other Competent Authority to be void, invalid or unenforceable in whole or in part, this Agreement will continue to be valid as to its other provisions and the remainder of the affected provisions; and the parties agree to negotiate in good faith such suitable alternative provision replicating as nearly as possible the intention of such invalid provision, being in the case of a provision held void or unenforceable by a Competent Authority a provision which is acceptable to the relevant Competent Authority. The Buyer agrees that nothing in this Agreement shall oblige TDP Online Ltd or any of its Undertakings to contravene any Applicable Law and the obligations of TDP Online Ltd under this Agreement are subject to compliance with Applicable Laws.
6. 14.6 No failure or delay by any party in exercising any of its rights under this Agreement will be deemed to be a waiver of those rights and no waiver of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
7. 14.7 No term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties to this Agreement.
8. 14.8 Subject to clause 11.1 and except as required for the proper performance of its obligations or exercise of its rights under this Agreement or by law or the requirements of any Competent Authority, no party will during or after the Term disclose or make any announcement concerning any aspect of this Agreement and each party will use its best endeavours both during and after the Term to keep the existence of this Agreement and its terms confidential.

1. 15.1 Any notice or other communication to be given or served under or in connection with this Agreement shall be in writing and may be delivered by hand, sent by ordinary first class (or airmail in the case of notices to or from any country outside the United Kingdom) or special delivery or recorded delivery post (in each case, pre-paid) to the party's registered office and in the case of notices to TDP Online Ltd shall be marked for the urgent attention of the Head of TDP Online Ltd.
2. 15.2 A notice is deemed to be given or served if delivered by hand at the time it is left at the address, if sent by pre-paid post (whether ordinary first class, airmail, special delivery or recorded delivery) on the second Working Day after posting and if sent by fax or email at the time of display.
3. 15.3 In the case of a notice given by hand, where this occurs after 5.00pm on a Working Day, or on a day which is not a Working Day, the date of service will be deemed to be the next Working Day.

This Agreement will be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English Courts.