The Lion and the Lamb Media House Digital Advertising Terms & Conditions
In these Terms & Conditions, the following words and expressions shall have the meaning set out below:
Ad or Advertisement means any type of advertising material, such as text messaging, audio files, video files, rich media, content, text and graphic files.
Additional Fee means an additional sum of money payable by the Supplier to The Lion and the Lamb Media House Limited for the number of Ad Impressions in excess of the Ad Impressions booked and up to the Ad Impressions booked and calculated in accordance with the basis of the Fee.
Ad Impression means any instance when a page is downloaded to a User where that page includes an Ad.
Ad Inventory means digital advertising inventory available to purchase on the Site, including web, application-based and video inventory on display or mobile.
Agreement means these Terms & Conditions, the Order and the booking form agreed between the parties.
Campaign End Date means the final day of the Campaign Period.
Campaign Period means the period agreed between the parties as the time during which the advertising detailed in the Order or booking form shall be effected
Campaign Start Date means the first day of the Campaign Period.
Cookie means a small piece of information stored on Users’ device or in the browser’s local storage, which includes cookies, tags, web beacons, pixels, GIFs, web bugs, software development kits (SDKs), standard device identifiers, or other similar technologies.
Controller, Data Subject, Personal Data Breach, Process, Processor, and Supervisory Authority shall have the meanings given in the Data Protection Legislation.
Data Protection Legislation means the Data Protection Act 1998 as amended, replaced or superseded from time to time in the UK, including by the EU General Data Protection Regulation (2016/679) (GDPR) and any national implementing or supplementary laws, regulations and/or secondary legislation made from time to time, together with any guidance and/or codes of practice issued by the relevant Supervisory Authority;
Fee means the sum payable to The Lion and the Lamb Media House Limited in consideration for the advertising activity as agreed between The Lion and the Lamb Media House Limited and the Supplier and specified in the Order or booking form;
The Lion and the Lamb Media House Limited means the relevant The Lion and the Lamb Media House Limited listed in the Order.
Order means a request to purchase Ad Inventory and/or to display Ads on the Site.
Site means the website specified in the Order, or otherwise any website, mobile site, application or other digital property owned and/or operated by The Lion and the Lamb Media House Limited.
Page Traffic Statistics means the number of Ad Impressions, and the click-through rate in respect of the Ads.
Personal Data means the personal data (as defined in the Data Protection Legislation) processed by the Supplier pursuant to or in connection with this Agreement, further details of which are set out in Annexure 1.
Sub-Contractor means any natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Supplier.
Supplier means any person, partnership or company and/or its agent, placing an Order, and includes an advertiser, advertising agency, ad serving platform, and any other digital trading partner; and
User means any person who visits or accesses the Site.
2. Basis of Agreement
2.1 This Agreement is made between The Lion and the Lamb Media House Limited and the Supplier as outlined in the Order.
2.1 Where the Supplier is an advertising agency, the relationship between The Lion and the Lamb Media House Limited and such agency is that the Order is issued and shall be treated as issued by the Supplier as a principal and there shall be no contract between the Supplier’s advertiser and The Lion and the Lamb Media House Limited, nor shall the Supplier’s advertiser be able to claim upon the contract of the agency with The Lion and the Lamb Media House Limited.
3. Rights and Obligations of The Lion and the Lamb Media House Limited
3.1 The Lion and the Lamb Media House Limited shall accept an Ad in its absolute discretion subject to the following conditions:
3.1.1 the Ad, and any other material provided by the Supplier being in accordance with the standards and guidelines of The Lion and the Lamb Media House Limited, including these Terms & Conditions.
3.1.2 the file containing the Ad complying with The Lion and the Lamb Media House Limited’s technical specifications (available upon request); and
3.1.3 subject to the status of the Supplier itself.
3.2 Where the Supplier is an advertiser or advertising agency, subject to receipt by The Lion and the Lamb Media House Limited of a signed copy of the booking form, The Lion and the Lamb Media House Limited will publish the Ad on the Site each day during the Campaign Period or until the Ad Impressions booked have accrued in respect of the Ad, or otherwise in accordance with the Order.
3.3 Where the Supplier is an ad serving platform, The Lion and the Lamb Media House Limited shall place, or instruct its ad server to place, on the Site any ad tag supplied by the Supplier in accordance with clause 4.2.1.
3.4 If not otherwise available to the Supplier, The Lion and the Lamb Media House Limited will provide all Page Traffic Statistics to the Supplier within thirty days of the end of each month during the Campaign Period.
3.5 Copy created by The Lion and the Lamb Media House Limited for commercial content amplification (via social media and/or other platforms) shall be subject to The Lion and the Lamb Media House Limited’s sole discretion and control.
4. Rights and Obligations of the Supplier
4.1 To the extent the Supplier is an advertiser, or advertising agency, the Supplier shall:
4.1.1 supply to The Lion and the Lamb Media House Limited either a file containing the Ad or all the information, trademarks, logos and other materials necessary to enable The Lion and the Lamb Media House Limited to create the Ad in an agreed format and medium on or before the copy delivery date, as set out in the Order or booking form.
4.1.2 grant to The Lion and the Lamb Media House Limited the right to link to the advertiser’s site via the Ad during the Campaign Period; and
4.1.3 inform The Lion and the Lamb Media House Limited at least ten working days in advance of any planned changes to the advertiser’s site that might affect the performance of any part of The Lion and the Lamb Media House Limited’s obligations under this Agreement.
4.2 To the extent the Supplier is an ad serving platform, the Supplier shall:
4.2.1 provide The Lion and the Lamb Media House Limited with any ad tags to allow The Lion and the Lamb Media House Limited’s ad server to deliver Ads from the Supplier;
4.2.2 provide The Lion and the Lamb Media House Limited with access to and use of its ad serving platform to enable The Lion and the Lamb Media House Limited to sell Ad Inventory to buyers, track delivery and performance of Ads, and to calculate Ad revenue;
4.2.3 facilitate the sale of Ad Inventory in accordance with these Terms & Conditions; and
4.2.4 calculate the value of the Ad Inventory sold and the number of Ad Impressions and report these figures to The Lion and the Lamb Media House Limited.
5. Acceptance of Ads
5.1 Ads will be published on the Site in consideration of payment of the Fee, and any Additional Fee if applicable.
5.2 The Lion and the Lamb Media House Limited may at its absolute discretion omit, suspend or change the position of any Ad accepted.
6.1 The Supplier shall pay The Lion and the Lamb Media House Limited the Fee, and any Additional Fee if applicable, in accordance with the payment terms in the Order or the booking form.
6.2 Where the Supplier is an ad serving platform, the Supplier shall be responsible for calculating the Fee owing to The Lion and the Lamb Media House Limited based on the number of Ad Impressions.
6.3 The Lion and the Lamb Media House Limited shall invoice the Supplier for the Fee.
6.4 This clause 6.4 applies if the Supplier has booked a fixed number of Ad Impressions in the Order:
6.4.1 The Lion and the Lamb Media House Limited shall invoice the Supplier for any Additional Fee, if applicable, in respect of the previous calendar month, which shall be payable on the 15th day of the month which follows the month of the invoice.
6.4.2 If the number of Ad Impressions in any month appears likely to exceed the Ad Impressions booked, The Lion and the Lamb Media House Limited will notify the Supplier and the parties shall agree in good faith either to reduce the average
number of pages of the Site which will include an Ad for the remainder of the month so that the number of Ad Impressions does not exceed the Ad Impressions booked or instead to permit the Ad Impressions booked to be exceeded with a pro rata increase in the Fee payable by the Supplier in respect of that month.
6.4.3 If the number of Ad Impressions in any month is less than the Ad Impressions booked, the deficit will be carried over to the next month and aggregated to the target number of Ad Impressions for that month.
6.4.4 If at the end of the Campaign Period there is an aggregate deficit in the number of Ad Impressions compared with the Ad Impressions booked over the entire Campaign Period, and such deficit is not due to any action taken or request made by the Supplier, The Lion and the Lamb Media House Limited and the Supplier will agree a mutually acceptable settlement and, if no other agreement is reached, The Lion and the Lamb Media House Limited will reimburse a portion of the Fee to the Supplier in respect of the deficit pro-rated according to the basis of Fee. In the event that any such deficit is due to any action taken or request made by the Supplier, any reduction of the Fee will be at The Lion and the Lamb Media House Limited’s discretion.
6.5 If there is disagreement between the parties regarding the number of Ad Impressions served and the discrepancy is +/- 10%, The Lion and the Lamb Media House Limited’s figures will be used, unless otherwise stated in the Order. Any other discrepancy will be dealt with on a case-by-case basis.
6.6 If the Fee due from the Supplier to The Lion and the Lamb Media House Limited is not paid in accordance with the payment terms, then without prejudice to any other rights and remedies of The Lion and the Lamb Media House Limited, the Supplier shall pay to The Lion and the Lamb Media House Limited interest on the amount outstanding from the date due until payment is made at the rate of four per cent (4%) per annum above the base rate as stated by Barclays Bank Plc in the United Kingdom compounded at monthly intervals.
6.7 The Supplier shall pay VAT on the Fee as appropriate.
7. Use of Trade Marks
The Lion and the Lamb Media House Limited will be entitled to use the Supplier’s name and trademarks on its Sites and in connection with the Ads.
8.1 The Lion and the Lamb Media House Limited warrants to the Supplier that:
8.1.1 it has the full power and authority to enter into and perform this Agreement and have not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement; and
8.1.2 it will use reasonable skill and care in designing (if applicable) and delivering the Ad on the Site.
8.2 The Supplier warrants and undertakes to The Lion and the Lamb Media House Limited that:
8.2.1 it has the full power and authority to enter into and perform this Agreement and has not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement;
8.2.2 nothing contained in any materials provided by the Supplier or the Ad shall infringe any right of copyright, right of trademark, right of privacy, right of publicity or personality or any other right of any other nature of any person, or be obscene or libellous or blasphemous or defamatory, and that the information does not incorporate any third-party source material;
8.2.3 there are and shall be no claims, demands, liens, encumbrances or rights of any kind in any of the information resulting from any act or omission of the Supplier, which can or will impair or interfere with the rights of The Lion and the Lamb Media House Limited, and that nothing contained in the information, nor any use of it, will violate any right of any third party;
8.2.4 it owns all necessary rights in, or has all necessary licences in respect of its trade marks, and ad serving platform (if applicable);
8.2.5 it shall take reasonable precautions to ensure no malicious code is introduced to the Sites via its ad serving platform (if applicable); and
8.2.6 it shall comply with all applicable laws, including the Data Protection Legislation.
8.3 The placing of an Order shall constitute an undertaking by the Supplier to The Lion and the Lamb Media House Limited that the Ad, and any site linked via the Ad:
8.3.1 complies with all relevant consumer protection legislation and advertising codes;
8.3.2 does not contain material that is obscene, blasphemous, defamatory, infringing of any rights of any third party or otherwise legally actionable under any civil or criminal laws in force in any legal jurisdiction from which the Ad will be accessible or which might bring The Lion and the Lamb Media House Limited into disrepute; and
8.3.3 complies with the relevant parts of the then current BBC Online Advertising Guidelines For Commercial Services which are available on request.
9.1 The Supplier hereby agrees to indemnify The Lion and the Lamb Media House Limited, its directors, employees, officers and affiliates, against all claims, proceedings, demands, damages, liabilities, regulatory sanctions or fines, and costs (including reasonable legal costs) arising out of in connection with any use of an Ad by a User, and any breach by the Supplier of this Agreement.
9.2 The Lion and the Lamb Media House Limited will not be liable for any loss or damage, direct or consequential, occasioned by error in the positioning of or omission to publish any Ad or for late publication of an Ad or failure to perform any other obligation whether occasioned by negligence or otherwise save in cases occasioned by the direct negligence of The Lion and the Lamb Media House Limited, in which case compensation may not exceed the cost of the Fee in relation to the relevant Ad.
10. Intellectual Property Rights
10.1 The Lion and the Lamb Media House Limited is the owner or licensee of all intellectual property rights in the Site and the design of the Ad (if designed by The Lion and the Lamb Media House Limited), with the exception of any third party trade marks appearing on the Ad.
10.2 To the extent the Supplier is an advertiser, the advertiser is the owner of all intellectual property rights in its site, logos and trade marks that may feature within the Ad.
10.3 If any third party claims that the design of the Ad infringes the intellectual property rights of that third party, The Lion and the Lamb Media House Limited will consult with the Supplier and may modify the Ad or delete or replace any part of the material, or information contained in the Ad, provided that any modification, deletion or replacement does not materially affect a User’s ability to access the advertiser’s site via the Ad.
Each party agrees to keep confidential (both during and after the Campaign Period, or the duration of the Order as the case may be) the terms of the Campaign and the Order, the Page Traffic Statistics, Personal Data, and all other confidential information concerning the business or affairs of the other. This obligation will not apply in the case of any disclosure required by law, trivial information or information which is already publicly available or in the possession of a party at the time of disclosure by the other (other than as a result of a breach of any confidentiality obligation).
12. Data Protection
This section 12 applies to the extent the Supplier Processes Personal Data. Annexure 1 sets out certain information regarding the Supplier’s Processing of Personal Data as required by Article 28(3) of the GDPR.
12.1 Processing Personal Data
12.1.1 With respect to the parties’ rights and obligations under the Agreement, the parties agree that The Lion and the Lamb Media House Limited is the Data Controller and the Supplier is the Data Processor of Personal Data.
12.1.2 The Supplier represents and warrants that it shall:
a) Process the Personal Data for the Purpose only, and for no other purpose;
b) Process the Personal Data in accordance with the Data Processing Legislation;
c) Process the Personal Data on behalf of The Lion and the Lamb Media House Limited (or, if so directed by The Lion and the Lamb Media House Limited, any of The Lion and the Lamb Media House Limited’s group companies) in strict compliance with The Lion and the Lamb Media House Limited’s written instructions from time to time;
d) ensure that all Supplier Personnel who are required to access and Process the Personal Data:
i) have undergone reasonably adequate training in data protection and the care and handling of Personal Data;
ii) are informed of the confidential nature of the Personal Data; and
iii) are required to keep it confidential (whether by contractual undertakings or professional or statutory obligations);
e) implement or ensure that it has in place appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing, and against accidental loss, destruction, damage, alteration or disclosure;
f) comply with any reasonable instructions given by The Lion and the Lamb Media House Limited from time to time in relation to the Personal Data;
g) notify The Lion and the Lamb Media House Limited The Lion and the Lamb Media House Limitedly in the event that it becomes aware of any Personal Data Breach by the Supplier or any processor appointed pursuant to clause 13.2 or 12.3 below; and
h) maintain complete and accurate records and information to demonstrate its compliance with this Agreement, and make these available to The Lion and the Lamb Media House Limited on request.
12.1.3 The Supplier will assist The Lion and the Lamb Media House Limited in:
a) ensuring compliance with The Lion and the Lamb Media House Limited’s obligations under Articles 32-36 of the GDPR (or equivalent provisions in the Data Protection Legislation); and
b) processing requests, enquiries or complaints from Data Subjects or the relevant Supervisory Authority, within the timescales required by The Lion and the Lamb Media House Limited.
12.2.1 The Supplier shall obtain prior written consent from The Lion and the Lamb Media House Limited before transferring Personal Data to a Sub-Contractor.
12.2.2 Where consent is given pursuant to clause 13.2.1 the Supplier shall ensure it has a written agreement in place with the Sub-Contractor which offers at least the same level of protection for Personal Data as those set out in this Agreement, and meets the requirements of Article 28(3) of the GDPR (or the equivalent provision in the Data Protection Legislation).
12.2.3 As between The Lion and the Lamb Media House Limited and the Supplier, the Supplier will remain fully liable for all acts and omissions of any Sub-Contractor appointed by the Supplier pursuant to this clause.
12.3 International Transfers
12.3.1 The Supplier shall not Process or transfer the Personal Data outside of the European Economic Area (EEA) without the prior written consent of The Lion and the Lamb Media House Limited.
12.3.2 Where consent is given pursuant to clause 13.3.1 the following conditions must also be satisfied:
a) Personal Data may be transferred to a country outside the EEA if:
i) The European Commission has decided that that country has an adequate level of protection; or
ii) The Supplier and recipient of Personal Data have entered into the standard data protection clauses adopted by the European Commission; or
iii) In the case of the United States, the recipient of Personal Data is certified compliant with the EU-US Privacy Shield framework,
b) Data Subjects must have enforceable rights and effective legal remedies against the Supplier and recipient of Personal Data outside the EEA; and
c) the Supplier shall comply with reasonable instructions notified to it in advance by The Lion and the Lamb Media House Limited with respect to processing Personal Data.
13. Cookies on Publisher Sites
13.1 The parties acknowledge that Cookies may be used on Sites to Process, or assist in Processing, Personal Data and to deliver Ads.
13.2 The Supplier acknowledges that the Sites are the legal property of The Lion and the Lamb Media House Limited.
13.3 The Supplier shall not place, or permit to be placed through its Ads, tags, scripts or otherwise, any third party Cookies on The Lion and the Lamb Media House Limited’s Sites without the prior written consent of The Lion and the Lamb Media House Limited.
14. Termination and Cancellation
14.1 This Agreement shall expire at the end of the Campaign Period, or as otherwise stated in the Order, unless cancelled or terminated earlier in accordance with this Agreement.
The Lion and the Lamb Media House Limited or the Supplier (if an advertiser or advertising agency only), shall have the right to cancel this Agreement on 28 days’ notice in writing to the other party, subject to the Supplier reimbursing The Lion and the Lamb Media House Limited for any costs incurred up to the date of cancellation in producing the Ad, on a reasonable time spent basis.
14.3.1 Both parties shall have the right to terminate this Agreement The Lion and the Lamb Media House Limitedly on written notice to the other party in any of the following events:
a) if the other commits any material breach of its obligations under this Agreement which, in the case of a breach capable of remedy, is not remedied within 10 days of notice specifying the breach and requiring it to be remedied;
b) if the other holds any meeting, or proposes to enter into a meeting, or has proposed any arrangement or composition, with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986); has a receiver, administrator, or other encumbrancer take possession of or appointed over, or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
c) pursuant to Clause 18.
14.3.2 The Lion and the Lamb Media House Limited shall have the right to terminate this Agreement The Lion and the Lamb Media House Limitedly on written notice to the Supplier if:
a) the Supplier is in breach of clause 13 or 14 of this Agreement; or
b) if the relevant Supervisory Authority exercises its powers under Article 58 of the GDPR (or equivalent provision in the Data Protection Legislation) which limits or restricts (whether temporary or definitive) processing of Personal Data.
14.3.3 The Lion and the Lamb Media House Limitedly on termination or expiry of this Agreement:
a) The Lion and the Lamb Media House Limited will remove the Ad from the Site and any Supplier ad tag;
b) the Supplier will account to The Lion and the Lamb Media House Limited for the Fee due up to and including the last day of the Campaign Period or date of expiry or termination, as applicable; and
c) the Supplier will cease Processing Personal Data and The Lion and the Lamb Media House Limitedly delete or return to the Publisher any Personal Data Processed up to the date of expiry or termination. The Supplier shall also destroy all copies of Personal Data, save to the extent it is legally required to retain a copy.
14.3.4 Termination of this Agreement shall be without prejudice to any rights of a party accrued before termination.
15.1 Both parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to this Agreement or a breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations by appropriate representatives of the parties the dispute shall be referred to the signatories of this Agreement or their successors who shall attempt to resolve the dispute.
15.2 If any attempt at resolution fails to result in a settlement, the matter at the election of either party may be submitted for resolution to a court of competent jurisdiction, which shall be the courts of England and Wales.
Any notice given under this Agreement will be in writing and delivered to the other party or sent by pre-paid post to the company’s registered office address.
17. Force Majeure
A party will not be liable for any failure/delay in performing its obligations under this Agreement to the extent that this failure is the result of any cause or circumstance beyond the reasonable control of that party and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If by reason of force majeure a party is unable to perform all or any part of its obligations under this Agreement for a continuous period of 20 working days, the other party may terminate this Agreement The Lion and the Lamb Media House Limitedly by written notice.
18.1 This Agreement is personal to and for the sole benefit of the Supplier and the Supplier shall not assign, transfer, sub-license, sub-distribute, mortgage, charge or in any other way dispose of any of its rights, interests or obligations under this Agreement to any person or organisation.
18.2 The Lion and the Lamb Media House Limited shall be entitled to assign or license the whole or any part of its rights under this Agreement to any of company in the The Lion and the Lamb Media House Limitedgroup and in such event all of the representations, warranties and undertakings on the part of the Supplier contained in this Agreement shall inure for the benefit of such assignee and if the assignee undertakes direct with the Supplier to comply with the obligations of The Lion and the Lamb Media House Limited to the Supplier (but not otherwise), then with effect from the date of such undertaking, The Lion and the Lamb Media House Limited shall have no further liability to the Supplier.
19.1 Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.
19.2 Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them.
19.3 No failure or delay by any party in exercising its rights under this Agreement will operate as a waiver of that right nor will any single or partial exercise by either party of any right preclude any further exercise of any other right.
19.4 The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law.
19.5 Any variation to this Agreement must made be in writing and mutually agreed by The Lion and the Lamb Media House Limited and the Supplier.
Personal Data to be processed
To the extent applicable:
Ad request and response data;
User behavioural information (domain name, referring website address, date/time of visits, page view data, search keywords, activities and actions on Sites, referring/exit pages, platform type, date/time stamp, geolocation data, click data, types of ads viewed);
User browser information (browser type, language, and history);
User device information (IP address, device make, device model, device operating system and version, and data connection type); and
User internet service provider information.
Categories of Data Subjects
Nature of processing
How Personal Data is collected
Through Supplier’s Cookies or ad tags placed on Sites
Purposes of the processing
To enable the Supplier to sell Ad Inventory to buyers on The Lion and the Lamb Media House Limited Sites only;
To operate Supplier ad serving platform, and provide any related technical support to The Lion and the Lamb Media House Limited (if applicable);
To provide aggregated statistics on Campaign performance; and
To investigate and protect against fraudulent, unauthorised, or illegal activity on Sites.
Subject matter of the processing
To sell Ad Inventory and deliver Ads
Duration of the processing
For the duration of the Campaign Period, or other period as set out in the Order