1. Material Handling and Storage

Storing and Disposing of Materials:

• Submission: Please provide all advertising materials in the required formats (e.g., high-resolution JPEG, PDF) via email to campaigns@story9.agency or upload them through the Story9 client portal.
• Storage Duration: We will retain your materials for six (6) months following the publication date. After this period, unless you request otherwise in writing, we will securely destroy them.
• Returning Materials: If you need your materials returned before disposal, please notify us at least ten (10) days in advance by emailing campaigns@story9.agency.
• Secure Disposal: Digital files will be permanently deleted, and any physical copies will be shredded to protect your information.

Partner Guidelines Compliance:

• If your ads are to be featured through partners, please provide us with their latest editorial guidelines to ensure compliance.
• We will coordinate with these partners to integrate your materials seamlessly and inform you promptly of any required changes.

2. Payment Terms

Payment Schedule:

• Due Date: Payment is due within thirty (30) days of the invoice date.
• Advance Payments: We may require partial or full advance payment for certain campaigns. These requirements will be communicated before commencing services.

Late Payments:

• Consequences: Payments overdue by ninety (90) days may result in suspended advertising services.
• Interest Charges: A 10% monthly interest will be applied to overdue amounts.
• Collection Costs: You will be responsible for any costs incurred in collecting late payments, including legal fees.

Invoice Disputes:

• Notification: Disputes regarding invoice amounts must be submitted in writing within fifteen (15) days of the invoice date to campaigns@story9.agency.
• Resolution: We will review and respond to disputes promptly. Unresolved disputes will not delay payments for undisputed amounts by the due date.

Payment Methods:

• Accepted Methods: Payments should be made via bank transfer using the details provided on your invoice. We do not accept credit cards or other payment methods.

3. Submission of Advertising Materials

Deadlines:

• Submit all advertising materials at least fifteen (15) days before the publication date to allow time for review and compliance checks.

Formats:

• Digital: High-resolution JPEG, PNG, PDF, or as agreed.
• Physical: If needed, send physical copies securely to our office at 7-10 Adam Street, The Strand, London or as otherwise arranged.

Approval Process:

• We will review your materials for compliance with our standards and partner guidelines within five (5) business days.
• If revisions are needed, please resend corrected materials within three (3) business days. Delays in revisions may affect your campaign schedule.

Media Plan:

• We will create a detailed media plan outlining placements and Key Performance Indicators (KPIs).
• Once you approve the media plan via email to campaigns@story9.agency, we commit to meeting the outlined KPIs and placements.
• If third-party partners make changes to placements, we will work to compensate or adjust accordingly, with your approval.

4. Right to Reject or Omit Advertisements

Rejection of Ads:

• We may reject any ad at any time if it doesn’t meet our guidelines, contains inappropriate content, or violates laws or partner standards.
• If an ad is rejected, we’ll notify you within three (3) business days with the reasons, allowing you to make necessary revisions.

Omission of Ads:

• If our advertising space is full, we may omit your ad. We’ll inform you promptly and offer alternative placements or rescheduling options.

Impression Guarantees:

• We don’t guarantee a specific number of ad impressions. However, we’ll strive to meet agreed CPM rates and continue the campaign to reach target impressions within the campaign’s timeframe and budget.

Payment for Served Ads:

• You’ll be billed for ads that have already been published or served, regardless of impression targets.

Ad Labeling:

• All ads will be clearly marked as “advertisement” to distinguish them from editorial content.

5. Force Majeure and Limitation of Liability

Force Majeure:

• We aren’t liable for any failure to perform our obligations due to events beyond our control, such as natural disasters, war, strikes, or pandemics.
• We’ll inform you promptly if such an event occurs and try to minimise its impact.

Effect of Force Majeure:

• Our obligations are paused during the event. If it lasts over thirty (30) days, either party can terminate the Agreement with thirty (30) days’ notice without liability, except for payments due before termination.

Limitation of Liability:

• We aren’t liable for indirect or consequential damages like lost profits or data.
• Our total liability won’t exceed the amount you’ve paid us in the twelve (12) months prior to the issue.

Exclusions:

• These limitations don’t apply to breaches of confidentiality, intellectual property infringement, or indemnification obligations.

6. Specifications and Ordering Preferences

Media Plan Creation:

• We create a media plan outlining all ad placements and KPIs.
• After reviewing the media plan, please approve it by emailing campaigns@story9.agency.

Commitment to Placements:

• Once approved, we’ll do our best to meet the placements and KPIs within our control.
• If third-party partners change placements, we’ll work with them to find a solution and seek your approval before making adjustments.

Final Confirmation:

• All placements will be confirmed in the final media plan to ensure clarity and mutual understanding.

7. Tax Responsibilities

VAT and Taxes:

• Included in Invoices: All applicable taxes, including VAT, are included in our invoices. Our VAT number is 433492985.
• Payment Terms: Taxes are payable under the same terms as the invoices (within thirty (30) days).

International Clients:

• No UK VAT: We won’t charge VAT or other UK taxes to clients outside the UK.
• Your Tax Duties: You’re responsible for handling any local taxes or VAT obligations in your country.

Compliance:

• Both parties agree to follow all relevant tax laws.
• Unless legally required, you shouldn’t withhold taxes from payments to us.

Record-Keeping:

• We maintain accurate tax records and can provide them upon request for verification.

8. Termination Rights

For Non-Payment:

• We can terminate the Agreement immediately if you don’t pay an invoice by the due date.
• Your services will be suspended until payment is made, and you’ll owe any interest and collection costs.

For Breach of Agreement:

• Either party can terminate immediately if the other breaches a major term and doesn’t fix it within fifteen (15) days after written notice.

For Convenience:

• Either party can end the Agreement without reason by giving thirty (30) days’ written notice via email or another agreed method.

After Termination:

• Stop Services: We’ll halt all advertising services and ads.
• Final Payments: You’ll pay for all services up to the termination date.
• Return Materials: We’ll return your advertising materials if you request within ten (10) days.
• Confidentiality: Confidentiality obligations continue after termination.

Ongoing Obligations:

• Certain sections like Indemnification, Confidentiality, Limitation of Liability, and Tax Responsibilities remain effective even after termination.

Transition Support:

• We’ll assist in transitioning your campaigns to a new provider, if needed, subject to agreement.

9. Legal Fees and Enforcement

Legal Costs:

• If we need legal help to collect overdue payments or enforce Agreement terms, you’ll cover our reasonable legal fees and related costs.

Collecting Payments:

• Late payments as per Section 2 may lead us to start collection processes, with all associated costs falling on you.

Enforcing Terms:

• If you breach the Agreement and don’t fix it within the cure period in Section 8, we’ll seek legal remedies, and you’ll be liable for related legal fees.

Legal Action Notice:

• Before taking legal steps, we’ll notify you in writing about the breach or overdue payment, giving you a chance to resolve it amicably.

Waiver of Rights:

• Not enforcing any part of the Agreement doesn’t mean we waive the right to enforce it later.

Governing Law and Jurisdiction:

• All legal matters are governed by UK law, and UK courts have exclusive jurisdiction.

10. Indemnification

Your Responsibility to Protect Us:

• You agree to protect and compensate Story9 against any claims or damages arising from:
  • Materials you provide.
  • Breaching the Agreement.
  • Violating laws or third-party rights.

Our Responsibility to Protect You:

• We agree to protect and compensate you against any claims or damages arising from:
  • Materials we produce that don’t infringe on third-party rights.
  • Breaching the Agreement.
  • Violating laws or third-party rights.

How Indemnification Works:

1. Notify Us: If you have a claim, inform us in writing promptly.
2. We Take Charge: We’ll handle the defence and settlement, keeping you involved as needed.
3. Settlement: We won’t settle without your written consent, which won’t be unreasonably withheld.

Exceptions:

• Indemnification doesn’t cover claims due to your gross negligence or intentional misconduct.
• It also doesn’t cover misuse of materials beyond the Agreement’s terms.

Ongoing Protection:

• Indemnification obligations continue even after the Agreement ends.

11. Confidentiality

What’s Confidential:

• Both parties may share sensitive information like business strategies, marketing plans, financials, and client lists.

Keeping It Secret:

• No Sharing: Don’t disclose confidential information to anyone else without permission, unless required by law.
• Use Only for Agreement: Use confidential information only to fulfil Agreement obligations.
• Protecting Information: Take reasonable steps to keep confidential information secure.

What’s Not Confidential:

• Information that’s public, already known without obligation, independently developed, or received from a third party without breach.

After the Agreement Ends:

• Return or destroy all confidential materials if requested in writing.
• Duration: Confidentiality lasts for three (3) years after the Agreement ends.

If Confidentiality Is Breached:

• Breaches may cause irreparable harm, and the harmed party can seek legal remedies like injunctions.

Ongoing Confidentiality:

• Confidentiality obligations continue even after the Agreement ends.

12. Intellectual Property

Who Owns What:

• Your Materials: Anything you provide us remains your property.
• Our Materials: Anything we create remains ours until you fully pay, then ownership transfers to you, except for our proprietary tools or methods.

Using Each Other’s Materials:

• You Using Our Materials: Once paid, you can use our materials as needed for the campaign.
• Us Using Your Materials: We can use your materials only to execute the campaign and not for anything else without your permission.

Respecting Rights:

• Don’t misuse each other’s intellectual property.
• If third-party materials are used, ensure you have rights to use them and indemnify us against related claims.

Making Changes:

• You Changing Our Materials: Need our written approval for major changes.
• Us Changing Your Materials: We can make changes to optimise the campaign, keeping ownership unless agreed otherwise.

After the Agreement Ends:

• Return or destroy each other’s materials as per the Confidentiality section.
• You own paid-for materials; we retain rights to unpaid materials.

Disputes Over Ownership:

• Resolve through negotiation first. If unresolved, follow the Governing Law and Jurisdiction section.

13. Governing Law and Jurisdiction

Which Laws Apply:

• This Agreement is governed by UK law, excluding its conflict of laws rules.

Where to Resolve Disputes:

• Any disputes will be handled exclusively in UK courts.

Resolving Disputes:

• Try to resolve disputes through friendly talks first.
• If that fails within thirty (30) days, consider mediation or arbitration.

If Part of the Agreement is Invalid:

• If a part is invalid, the rest remains effective.

Whole Agreement:

• This document is the complete Agreement between us, replacing any previous discussions or agreements.

14. Data Protection and GDPR Compliance

Following Data Laws:

• Both of us will comply with all data protection laws, including the GDPR.

Your Digital Landing Pages:

• GDPR Compliance: Ensure your landing pages meet GDPR requirements, including consents and privacy notices.
• Data Agreements: Have proper data processing agreements with any third-party services you use.
• Accurate Information: Keep your landing page information accurate and up-to-date.

Our Role with Data:

• Limited Use: We’ll only process personal data to run your advertising campaigns as instructed.
• Data Security: We’ll protect personal data with appropriate security measures.

Handling Data Breaches:

• Your Duty: Inform us immediately if there’s a data breach related to your landing pages.
• Our Duty: Notify you quickly if we become aware of a data breach affecting data we process for you.

Protecting Against Data Issues:

• Your Responsibility: You’ll indemnify us against claims from your non-compliance with data protection laws.
• Data Subject Rights: You’re responsible for handling any data subject requests related to your landing pages.

Data Transfers:

• We won’t transfer personal data internationally without your consent and ensuring adequate protections.

Keeping Data:

• We’ll keep personal data only as long as necessary and delete or return it upon Agreement termination as you instruct.

Ongoing Data Protection:

• Data protection obligations continue even after the Agreement ends.

15. Amendments

Changing the Agreement:

• Any changes must be in writing and signed by both parties.
• No oral changes are valid.

Binding Changes:

• Amendments apply to both parties and their successors.

16. Notices

How to Notify:

• In Writing: All notices must be in writing and sent by hand, overnight courier, or email during business hours.
• Addresses:
  • Story9:
    • Email: campaigns@story9.agency
    • Address: 7-10 Adam Street, The Strand, London
  • Client:
    • [Your Contact Information]

Changing Your Address:

• Notify us in writing if you change your address for receiving notices.

17. Entire Agreement

This Agreement is the complete understanding between us and replaces all previous agreements or discussions about the advertising services.

18. Severability

If any part of this Agreement is found invalid, the rest remains effective.

19. Waiver

Not enforcing any part of this Agreement doesn’t mean we waive the right to enforce it later.

Conclusion

This Advertising Terms and Conditions Agreement outlines our mutual responsibilities and rights to ensure a professional and effective partnership. By following these terms, we can work together smoothly and successfully.