Terms & Conditions (Advertising)

Company: Influent Media Ltd (Company No. 10828084)
Registered address: 10-12 Bourlet Close, London, W1W 7BR, United Kingdom

These Terms & Conditions apply to all advertising orders placed with Influent Media Ltd (“Influent Media”, “we”, “us”). By placing an Advertising Order, the advertiser or buying party (“Advertiser”, “you”) agrees to these Terms.

1) Definitions

In these Terms:

  • Ad / Advertisement: any banner, text, audio, video, native, rich media creative, tag, code, tracker or advertising content supplied by the Advertiser.
  • Advertising Order / IO / Order: an order form or written confirmation (including email acceptance) stating campaign details, pricing and dates.
  • Agreement: the Advertising Order plus these Terms.
  • Charges: the fees payable by the Advertiser for the campaign.
  • Media Vehicle: the website, app, platform, channel or other medium on which Ads are delivered.
  • Publisher: the owner/operator of the Media Vehicle.
  • Start Date: the date campaign delivery is due to begin (as per the Advertising Order).
  • Force Majeure: events outside a party’s control (including outages, platform failures, connectivity interruptions, severe weather, war, civil disorder, industrial action, government restrictions, etc.).
  • Insolvency Event: where an entity becomes insolvent, cannot pay its debts, enters administration/liquidation or similar proceedings.
  • Linked Website: any landing page linked from the Ad.

2) Scope

Influent Media provides advertising sales representation services and/or the procurement and management of advertising placements on Media Vehicles.

Delivery depends on availability and operational capability of Media Vehicles and Publisher technology.

3) Orders and Acceptance

  • Advertising Orders are submitted using Influent Media’s Order format.
  • Any Advertiser terms (including PO terms) are excluded unless agreed in writing by Influent Media.
  • Orders are not binding until accepted by Influent Media in writing (including email confirmation).
  • Influent Media has no obligation to deliver a campaign until the Order has been accepted.

4) Brand Safety, Classifications & Barred Content

Where inventory classifications apply, the Advertiser must specify any restrictions/exclusions in the Advertising Order.

Influent Media does not knowingly place Ads in “barred content” environments, including (without limitation):

  • hate/incitement content, obscene or indecent content
  • illegal weapons or instructions to harm
  • malware, spyware or deceptive software
  • invalid traffic / fraudulent clicks or impressions
  • unauthorised code requests, domain spoofing
  • any unlawful content or content infringing the rights of any person

Influent Media may remove, pause or refuse Ads at its reasonable discretion if there is risk of breach of law, regulation, brand safety requirements or platform/publisher policy.

5) Creative Delivery & Technical Specifications

Advertiser must supply all creative assets, tags, landing URLs, tracking requirements, and rotation instructions:

  • at least 3 working days prior to Start Date (standard formats)
  • at least 10 working days prior to Start Date (rich media/custom formats)

Advertiser is responsible for:

  • compliance of the Ad and landing page
  • accuracy and functionality of any tag, tracker or pixel provided
  • ensuring creatives match agreed specs (size/weight/audio/video etc.)

If creative is delivered late, Influent Media may still attempt delivery, but:

  • delivery may be delayed or reduced
  • additional production/trafficking fees may apply
  • Charges may still be invoiced in full

6) Campaign Delivery, Reporting & Discrepancies

Influent Media will use commercially reasonable efforts to deliver the campaign as agreed, but does not guarantee exact delivery volumes unless explicitly stated as “guaranteed”.

Reporting:

  • Influent Media and/or Publisher ad server reporting will be the primary system of record unless otherwise agreed.
  • Differences between systems are expected (e.g., due to latency, ad blocking, viewability rules, tag behaviour, browser privacy settings, etc.).
  • Any claims must be notified within 30 days of campaign end date.

Underdelivery:

  • where delivery is materially under target, the parties may agree a makegood or pro-rata refund at Influent Media’s discretion, subject to Publisher position and availability.
  • no refunds apply where underdelivery is caused by Advertiser delays, tag malfunction, creative non-compliance or third-party outages.

7) Cancellations

Cancellations must be made in writing.

Cancellation charges:

  • 4–2 weeks before Start Date: 50% of Charges payable
  • within 2 weeks of Start Date: 100% of Charges payable

If the Advertiser requests cancellation during the campaign flight:

  • at least 24 hours’ notice is required to stop delivery (where operationally possible)
  • spend accrued up to the stop time remains payable

8) Charges, Invoicing & Payment

  • Charges are exclusive of VAT and applicable taxes.
  • Payment terms are 30 days from invoice date, unless stated otherwise.
  • Influent Media may invoice at campaign end, or in 4-week intervals for longer campaigns, and may require advance payment where credit risk exists.

Late payments:

  • Influent Media may charge interest on overdue amounts at 1% above the base lending rate per month (or part month).

Payments must be made without set-off unless ordered by a court of competent jurisdiction.

9) Intellectual Property

The Advertiser retains ownership of its Ad creative.

The Advertiser grants Influent Media and the Publisher a non-exclusive, worldwide, royalty-free licence to host, reproduce, transmit and display Ad materials for the purpose of performing the Agreement.

10) Advertiser Warranties & Indemnity

The Advertiser warrants that:

  • it owns or controls the rights in the Ad and all materials supplied
  • the Ad and Linked Website are lawful, accurate and not misleading
  • the Ad and Linked Website comply with applicable advertising regulations and codes (including ASA/CAP Code where applicable)
  • all necessary consents are obtained for any individuals shown in ads
  • Ads and landing pages contain no malware, spyware, harmful code or malicious content

The Advertiser indemnifies Influent Media and the Publisher against all claims, losses and liabilities arising from breach of these warranties or the Advertiser’s materials.

11) Confidentiality

Each party must keep confidential any commercially sensitive information shared in connection with the Agreement.

Campaign data, rates and reporting provided by Influent Media are confidential and must not be shared with third parties without written consent (unless required by law).

12) Limitation of Liability

  • Neither Influent Media nor the Publisher is liable for indirect or consequential loss (including loss of profits, business, goodwill or opportunity).
  • Influent Media’s maximum aggregate liability in any six-month period is capped at the total Charges paid in that period.

Nothing in these Terms limits liability for:

  • fraud
  • death or personal injury caused by negligence

13) Force Majeure

Neither party is liable for failure or delay caused by a Force Majeure event.

14) Suspension & Termination

Influent Media may suspend or terminate the Agreement (or any Order) immediately if:

  • payments are overdue
  • Advertiser breaches these Terms and fails to remedy within 7 days (where capable of remedy)
  • Advertiser is subject to an Insolvency Event
  • Influent Media reasonably believes delivery presents legal, regulatory or reputational risk

15) Assignment / Novation

Influent Media may assign these Terms or the Agreement to any group company or business successor.

If required due to Publisher changes, the Advertiser will reasonably cooperate with novation to a Publisher.

16) Governing Law

These Terms are governed by the laws of England and Wales. The parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

17) Third Party Rights

The Publisher may enforce relevant provisions under the Contracts (Rights of Third Parties) Act 1999.

18) Contact

If you have questions about these Terms, contact:
Influent Media Ltd
10-12 Bourlet Close, London, W1W 7BR, United Kingdom
Email: accountmanagement@influent-media.com

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