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Network N Advertising Terms and Conditions

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THE ADVERTISER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (LIMITATION OF LIABILITY).

  1. Interpretation
    • The following definitions and rules of interpretation apply in these
    • Definitions:

Advertiser: the firm or individual who purchases Services from Network N.

Advertiser Default: has the meaning set out in clause 4.9

Advertising: any advertisement that Network N places or agrees to place on Media.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Campaign: the measurable quantum of Advertising specified in the IO.

Clicks: the number of times a third party has clicked on the Advertising.

Commencement Date: has the meaning given in clause 2.2.

Completion Criteria: the criteria for determining when the Campaign has been completed, as set out in the IO.

Contract: the contract between Network N and the Advertiser for the supply of Services in accordance with these Terms and the IO.

IO: the insertion order agreed in writing between Network N and the Advertiser.

Impression: the number of times that Advertising is viewed by a third party visitor or displayed on the Media.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights,  trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Media: the medium through which Network N will make available the Advertising, including digital platforms (such as websites or applications) or any other medium as set out in the IO.

Media Proprietor: any third party who has appointed Network N to sell advertising on its behalf or the owner of any Media represented by Network N.

Services: the placing of Advertising by Network N on Media in accordance with the IO.

Terms: these terms and conditions as amended from time to time in accordance with clause 12.5.

  • Interpretation:
  • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  • Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes fax and email
  • Nothing in an IO shall prevail over these Terms unless it is expressly stated to do so in the IO.
  1. Basis of contract
    • A signed IO constitutes an offer by an Advertiser to purchase Services in accordance with these Terms.
    • The IO shall only be deemed to be accepted by Network N when Network N issues a countersigned IO to the Advertiser, at which point and on which date the Contract shall come into existence (Commencement Date).
    • These Terms apply to the Contract to the exclusion of any other terms that the Advertiser seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • Any requested change to an IO after the Commencement Date must be made in writing to Network N and copied to adops@network-n.com.
  2. Supply of Services
    • Network N agrees to supply the Services in all material respects.
    • Unless expressly agreed by Network N in the IO, the timing and positioning of Advertising shall be at the discretion of Network N and the relevant Media Proprietor, and shall appear on such Media, or part thereof, as deemed relevant by Network N to achieve the objectives set out in the IO.
    • Network N shall use all reasonable endeavours to meet any specific timing and positioning requests set out in the IO, but time shall not be of the essence for performance of the Services.
    • Network N reserves the right to amend the IO if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Network N shall notify the Advertiser in any such event.
    • Network N warrants to the Advertiser that the Services will be provided using reasonable care and skill.
    • Except as may be contained expressly in an IO, the Advertiser acknowledges that:
      • no undertaking is given as to the number of Impressions, Clicks or other events that may occur in relation to any Advertising; and
      • any proposed objectives, target audience or proposed tactics are indicative only, and Network N does not commit to them.
    • Where the IO specifies a behaviourally targeted or behaviourally retargeted segment, the targeting of the relevant Advertising shall be according to Network N’s and not, for the avoidance of doubt, the Advertiser’s or any third party’s specification for the composition of that segment.
  3. Advertiser’s obligations
    • The Advertiser shall provide to Network N, at the Advertiser’s expense, all creative and other materials which are to be included in the Advertising (collectively, Materials) and/or such information that Network N may reasonably require in order to supply the Services.
    • The Materials shall be provided to Network N in such format, by such means of submission, and by such date, as set out in the IO.
    • The Advertiser shall be responsible for ensuring that the terms of the IO and information it provides as part of the Materials are complete and accurate.
    • The Advertiser shall obtain and maintain all necessary licences, permissions and consents which may be required for the Materials before the date on which the Services are due to start.
    • The Advertiser acknowledges that all Materials (including, without limitation, the creative of any “redirect”) are subject to the approval of Network N and the Media Proprietor. Any review of and/or approval by Network N of the Materials shall not be deemed to constitute an acceptance by Network N or the Media Proprietor that such Materials comply with these Terms, nor does it constitute a waiver of Network N or the Partner’s rights hereunder. Network N reserves the right to require modification or replacement of Materials that do not meet Network N’s or the Media Proprietor’s requirements.
    • The Advertiser may provide reasonable updates to the Materials, consistent with Network N’s requirements under clause 4.5. Network N will arrange for the placing of such updates within a reasonable time after receipt from the Advertiser.
    • The Advertiser acknowledges that Network N does not own, and is not responsible for the content or any legal compliance of, the Media.
    • The Advertiser acknowledges that they may not directly place Advertising with any Media Proprietor during the term of this Contract.
    • If Network N’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Advertiser or failure by the Advertiser to perform any relevant obligation (Advertiser Default):
      • without limiting or affecting any other right or remedy available to it, Network N shall have the right to suspend performance of the Services until the Advertiser remedies the Advertiser Default, and to rely on the Advertiser Default to relieve it from performance of any of its obligations in each case to the extent the Advertiser Default prevents or delays Network N’s performance of any of its obligations;
      • Network N shall not be liable for any costs or losses sustained or incurred by the Advertiser arising directly or indirectly from Network N’s failure or delay to perform any of its obligations as set out in this clause 4.9; and
      • The Advertiser shall reimburse Network N on written demand for any costs or losses sustained or incurred by Network N arising directly or indirectly from the Advertiser Default.
  1. Content of Advertising
    • The Advertiser confirms that it is, and will continue to remain, entitled to use the Advertising, and to authorise Network N to place the Advertising in accordance with the Contract.
    • The Advertiser warrants that each item of Advertising, including all Materials and any associated links to and from it do not and will not:
      • infringe any applicable law, rule, regulation, standard or code (including, without limitation, any promulgated by the United Kingdom Advertising Standards Authority or any equivalent entity in any jurisdiction in which such advertisement is accessible);
      • infringe the Intellectual Property Rights or other rights of any person or entity, nor require payment (including mechanical royalty or performing rights payments for use of music, union payments, rental right payments, author royalties or trade mark royalties) to be made;
      • infringe exclusive sponsorship rights, whether in relation to a sporting event or competition or otherwise, apparently held by a third party;
      • fail to conform to any restrictions on the material that may constitute the Advertising, as expressed in the IO or in any communication received by the Advertiser from Network N , whether in writing, by email or orally; or
      • contain any virus, worm, Trojan horse or other contaminant that may be used to access and modify, delete or damage any data file or other computer program.
    • The Advertiser agrees to indemnify and keep indemnified Network N and its officers and employees against all claims, demands, liabilities, costs and expenses, including reasonable legal fees on a solicitor and client basis, arising in connection with any breach of clause 5.1 or 5.2, or any other provision of the Contract
    • Network N shall be entitled to remove from Media without notice and without compensation to the Advertiser any Advertising that appears (in Network N’s or a Media Proprietor’s reasonable opinion) to contravene clause 5.1 or 5.2. In such event, Network N shall be entitled to invoice the Advertiser for the remainder of the Services as if the Completion Criteria for it had been entirely met.
    • The Advertiser grants Network N a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Materials provided by the Advertiser to Network N for the term of the Contract for the purpose of providing the Services to the Advertiser.
    • Further to clause 5.5, the Advertiser grants to Network N and the Media Proprietor the right to reproduce, throughout the world, on or in promotional or advertising material promoting or advertising Network N or the opportunity to advertise on Media, screen shots of all or any part of the Advertising as it appears on Media.
  2. Payment for Services
    • Subject to any arrangement expressly set out in the IO and clause 6.2, Network N shall invoice the Advertiser for the Services in accordance with the charges set out in the IO and will be entitled to invoice the Advertiser:
      • on the assumption that the Completion Criteria will be met for the Campaign; and
      • pro-rated in monthly instalments during the Campaign, one or more of which instalments may be invoiced in advance of the start of the Campaign , where so required by Network N.
    • Network N reserves the right to request full payment in advance for the Services where the Advertiser has not been approved by Network N’s finance department for credit.
    • The Advertiser shall pay each invoice within 30 days of the invoice date in full and cleared funds to the bank account detailed by Network N in the invoice.
    • If the Advertiser fails to make a payment due to Network N under the Contract by the due date, then, without limiting Network N’s remedies under clause 10, Network N shall have the right, in its sole discretion, to:
      • discontinue all Advertising pending the Advertiser’s payment of all sums that are due; and
      • require the Advertiser to pay interest each day at the rate of three per cent above the then current annual base rate of HSBC Bank from the due date until the actual date of payment.
    • In the event that any taxes (such as Value Added Tax) are required to be paid on sums specified in an IO, the Advertiser shall pay to Network N such additional amounts as are chargeable on the supply of the Services at the same time as payment is due for the supply of Services.
  3. Reporting
    • Network N uses third party ad-serving software (Ad Software) to report on the number of Impressions and Clicks on Media where Advertising appears.
    • The performance of a Campaign shall be determined exclusively on the basis of the Ad Software statistics.
    • After a Campaign has completed, the Advertiser may request from Network N a report detailing how the Completion Criteria of the Campaign have been satisfied (a Completion Report). If so requested by the Advertiser, Network N will obtain a Completion Report from the provider of the Ad Software and forward it to the Advertiser.
    • If the Advertiser chooses to implement third party impression or click tracking then Network N must be granted a login to monitor delivery. The Advertiser must act immediately if any issues with the creative or tag implementation are causing the counts to differ from the Ad Software report. If these issues are not remedied immediately then Network N reserves the right to bill the Advertiser based on its Ad Software reporting.
    • Subject to receiving written permission from the Advertiser, Network N may use the Ad Software report statistics in aggregate to create case studies once the Services have been provided.
  4. Confidentiality
    • Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.
    • Each party may disclose the other party’s Confidential Information:
      • to its employees, officers, representatives, agents, subcontractors or advisors who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, agents, sub-contractors or advisors to whom it discloses the other party’s Confidential Information comply with this clause 8.2; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • For the purposes of this clause 8, “Confidential Information” means all information which is expressed to be or ought reasonably to be regarded as the confidential information of each party (including, without limitation, business or financial details and the content of the IO).
  5. Limitation of liability
    • Nothing in this Contract shall limit or exclude Network N’s liability for:
      • death or personal injury resulting from Network N’s negligence, or the negligence of its employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation; or
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be limited or excluded by applicable law.
    • Subject to clause 10.1, Network N shall not be liable to the Advertiser, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for or in respect of any indirect or consequential loss or damage, or for any loss of data, software, information, profit, revenue, contracts, business, anticipated savings, or damage to goodwill, howsoever caused even if the same was foreseeable by, or the possibility thereof is or has been brought to the attention of, Network N .
    • If any Advertising is run incorrectly or not in accordance with the relevant IO, Network N’s entire liability and the Advertiser’s entire remedy shall be for Network N  to arrange for the relevant Advertising to be re-run substantially in accordance with that IO save for any timing requirements contained within it.
    • Subject to clause 9.1 and 9.3, Network N ‘s total liability to the Advertiser, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the greater of:
      • the total amounts payable by the Advertiser under the relevant IO; or
      • £1,000.
    • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • This clause 9 shall survive termination of the Contract.
  6. Termination
    • Without affecting any other right or remedy available to it, the Advertiser may terminate the Contract by giving Network N two Business Days’ written notice, provided that in such event Network N shall be entitled at any time thereafter to invoice the Advertiser for the entirety of each Campaign under the terminated Contract as if the Completion Criteria for it had been entirely met.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within thirty days of that party being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without affecting any other right or remedy available to it, Network N may suspend the supply of Services under the Contract or any other contract between the Advertiser and Network N if the Advertiser fails to pay any amount due under the Contract on the due date for payment, the Advertiser becomes subject to any of the events listed in clause 10.2.2 to clause 10.2.4, or Network N reasonably believes that the Advertiser is about to become subject to any of them.
  7. Consequences of termination
    • On termination of the Contract the Advertiser shall immediately pay to Network N all of the Advertiser’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Network N shall submit an invoice, which shall be payable by the Advertiser immediately upon receipt. For the avoidance of doubt, Network N shall be entitled to invoice the Advertiser for such charges and for the remainder of any Campaign under the terminated Contract as if the Completion Criteria for it had been entirely met.
    • Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect
  8. General
    • If any provision of the Contract is or becomes invalid or illegal in any respect such provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed severed from the Contract but the validity, legality and enforceability of the remaining provisions of the Contract shall not be affected or impaired thereby.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • Network N shall be entitled at any time to assign, mortgage, charge, subcontract, delegate or deal in any other manner with any of its rights and obligations under the Contract.
    • The Advertiser shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Network N.
    • Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond such party’s reasonable control.
    • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • Nothing in this clause shall limit or exclude any liability for fraud.
  9. Notices
    • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or by email to the address specified in the IO. Any notice or other communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address or if sent by pre-paid first class post or other next working day delivery service, at 9am on the second business day after posting or at the time recorded by the delivery service or if sent by email at 9am on the next business day after transmission.
  10. Third party rights
    • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
  11. Governing law and jurisdiction
    • The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Contact Us

Network N Ltd.
Circus Mews House, Circus Mews, Bath, BA1 2PW, UK

Telephone: +44 1225 475884

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