Union Jack Digital Ltd Terms & Conditions
Terms & conditions
ADVERTISER / NETWORK AGREEMENT
Please take the time to read our terms of service. These Terms and Conditions (“Terms and Conditions”) constitute the whole agreement between Union Jack Digital Ltd, a company incorporated in England and Wales with registered number 09742284 and whose registered address is Cavell House, Stannard Place St Crispins Road Norwich NR3 1YE United Kingdom (“Union Jack Digital”) and you, as an advertiser or affiliate network (“You” or “Advertiser” or “Network”) in relation to the Services to be provided by Union Jack Digital to the Advertiser or Network in accordance with the terms of the Agreement.
- “Advertisement” or “Advertisements” means all written or graphically rendered marketing materials provided in respect of an Insertion Order (including but not limited to banners, text or graphic links, pop-ups, emails and newsletters or any other similarly designed advertising format);
- “Campaign” means the specifications and period upon which Advertisements will be placed by Union Jack Digital in the relevant medium for a campaign;
- “Confidential Information” includes, without limitation, this Agreement, all information related to the Campaign, information pertaining to Union Jack Digital’s other Advertisers, marketing strategies, non-public financial and commercial information, and trade secrets;
- “Cost Per Action” or “CPA” or “Cost Per Lead” or “CPL” refer to the payable action;
- “Lead” means each time a visitor clicks on an Advertisement linking to the Advertiser’s website and then completes and submits a web based enquiry form, or completes a sale, on the Advertiser’s website
- “Service” or “Services” means the placement of the Advertisements provided by the Advertiser according to the applicable Insertion Order in accordance with these Terms and Conditions;
- “Working Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Union Jack Digital Ltd is a publisher, also known in the industry as an affiliate.
Where the Lead is generated for a Campaign in accordance with this Agreement, the Advertiser or Network agrees to pay to Union Jack Digital the CPA or CPL. In the case of Networks, Union Jack Digital will be paid for Leads provided regardless as to whether the Network has been paid by the Advertiser.
3/ UNION JACK DIGITAL PARTNERS
The Advertiser acknowledges and agrees that Union Jack Digital may provide the Services directly and/or via third party partners (including without limitation third-party internet content providers .
4/ CAMPAIGN CANCELLATION
The Advertiser may terminate one or more Campaigns upon three (3) Working Days advance written notice to Union Jack Digital. The Advertiser will continue to be responsible for all CPA or CPL accrued under a Campaign as calculated in accordance with section 5, until requested changes are effective.
5/ LEAD VALIDITY AND REVERSALS
CPA or CPL shall be payable only on Leads that are deemed valid pursuant to this section 6.a and that are not reversed under section 5.b.
5.a LEAD VALIDITY.
Union Jack Digital may require the Advertiser to install a tracking pixel provided or approved by Union Jack Digital (“Tracking Pixel”), which will be programmed by Union Jack Digital with the criteria for valid Leads. Subject to section 6, Leads will be deemed valid and binding on the parties as tracked by the Tracking Pixel or in the Network’s platform. In the event of any unauthorised modification of the Tracking Pixel (by the Advertiser or by a third party on its behalf), resulting in its failure to track, the Advertiser’s Campaign will be paused and an adjustment to valid Leads will be calculated based on the Campaign’s past performance.
If the Tracking Pixel is not used, the Advertiser or Network will be required to provide Union Jack Digital with sales reports illustrating valid Leads within 5 Working Days of month end.
The Advertiser or Network shall have a period of 5 Working Days from month end to reject any Leads notified to it in such statement, in accordance with section 5.b.
5.b LEAD REVERSALS.
Leads will be reversed/scrubbed (providing a refund or credit against the CPA), where Leads are not the result of a bona fide consumer enquiry due to intentional, fraudulent action by any other third party.
Duplicate Leads will be reversed in the event of a technical error, where Union Jack Digital delivers copies of the exact same Lead.
Leads will not be reversed in the event that a consumer’s data already exists in the Advertiser’s database, unless explicitly agreed beforehand.
LEAD REVERSALS POLICY (if Tracking Pixel is used):
Non-viable leads will only be credited on the basis of:
- The Advertiser or Network provides the original ‘TRANSACTION_ID’ (‘t=’) as recorded in the Union Jack Digital Tracking Pixel for each individual record requiring a credit.
- This ‘OPTIONAL_INFORMATION’ must be provided to Union Jack Digital within 5 Working Days of month end. After this point all leads are considered valid
LEAD REVERSALS POLICY (if server2server is used):
Non-viable leads will only be credited on the basis of:
- The Advertiser provides the information collected in the original TRANSACTION_ID (‘t=’) or REQUEST_ID (‘r=’) parameter of the Union Jack Digital server2server postback URL for each individual record requiring a credit.
- This ‘‘advOptInfo’ must be provided to Union Jack Digital within 5 Working Days of month end. After this point all leads are considered valid
The Advertiser must supply full data (including either ‘TRANSACTION_ID’ parameter or ‘REQUEST_ID’ parameter) to Union Jack Digital within five (5) Working Days of month end.
FOR THE AVOIDANCE OF DOUBT, NO REVERSALS WHATSOEVER WILL BE CREDITED WHERE THE ADVERTISER OR NETWORK FAILS TO PROVIDE DETAILS OF LEAD REVERSALS WITHIN FIVE WORKING DAYS OF MONTH END (the “LEAD REVERSAL PERIOD”). THE ADVERTISER OR NETWORK ACKNOWLEDGES AND AGREES THAT ON THE EXPIRY OF THE LEAD REVERSAL PERIOD ALL LEADS WILL BE CONSIDERED VALID AND BINDING ON THE PARTIES AND THE APPROPRIATE CPA SHALL BE BILLED TO THE ADVERTISER AND SHALL BECOME DUE FOR PAYMENT IN ACCORDANCE WITH SECTION 7.
6/ REPORTING AND FINAL DETERMINATION OF LEADS
The Advertiser agrees that final counting and tracking of Leads for Cost Per Action billing purposes will be based on Union Jack Digital’s internal tracking procedures and the Tracking Pixel/s2s (where installed) or Advertiser’s monthly report of valid leads, whichever is higher, and the higher calculation shall be the definitive measure of Leads, including for the purposes of calculating the CPA payable by the Advertiser.
7/ PAYMENT TERMS
The Advertiser or Network agrees to pay to Union Jack Digital the Cost Per Action as determined in accordance with these Terms and Conditions.
On expiry of the Lead Reversal Period, Union Jack Digital shall invoice the Advertiser the CPA or CPL for the previous month. Each invoice submitted by Union Jack Digital to the Advertiser shall become immediately payable by the Advertiser upon receipt. The Advertiser shall pay each invoice in cleared funds to a bank account nominated in writing by Union Jack Digital.
All amounts payable by the Advertiser under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being ("VAT").
The Advertiser shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Union Jack Digital may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Advertiser against any amount payable by Union Jack Digital to the Advertiser.
The Advertiser warrants that any content provided by it in relation to a Campaign is up-to-date and accurate, including (but not limited to) in compliance with all applicable laws, regulations and guidance, and does not infringe the intellectual property rights of any third party. The Advertiser hereby grants to Union Jack Digital a non-exclusive right to include the content (as required) for providing the Services under this Agreement.
9/ LIMITATION OF LIABILITY
9.a Nothing in this Agreement shall limit or exclude either party’s liability for (i) death or personal injury caused by its negligence, or (ii) fraud or fraudulent misrepresentation.
9.b Subject to paragraph 9.a: (i) Union Jack Digital shall under no circumstances whatever be liable to the Advertiser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and (ii) Union Jack Digital’s total liability to the Advertiser in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total CPA paid by the Advertiser to Union Jack Digital in the 12 month period preceding the date of a claim in relation to the Insertion Order under which the claim arose.
10.a Each party (a "receiving party") acknowledges that all information disclosed to it by the other party (the "disclosing party") concerning the disclosing party's business, finances, technology, prices, products, services, third party relationships, customers, suppliers and the terms and conditions of this Agreement is confidential and shall not (without the prior written consent of the disclosing party) be disclosed or otherwise made available to any third party. The receiving party must take all reasonable security precautions to prevent third parties from having access to such information.
10.b Nothing in section 10.a shall prevent the receiving party from disclosing information (i) to its employees to the extent that they need to know the same for the purposes of performing the receiving party's obligations under this Agreement (provided that the receiving party shall ensure that such employees keep the information confidential and do not use it except as is strictly necessary for the purposes of this Agreement), or (ii) which is required to be disclosed by order of any judicial, governmental, regulatory or other authority of competent jurisdiction provided that, where reasonably possible, advance notice of such disclosure is given to the disclosing party, or (iii) is obtained from a third party without breach of this section 10 or any other duty of confidence.
Union Jack Digital shall be entitled to terminate this Agreement with immediate effect by giving written notice to the Advertiser if the Advertiser (a) commits a material breach of the provisions of this Agreement which cannot be put right, or commits a material breach of this Agreement which could be put right but fails to do so within 14 days of receiving written notice from Union Jack Digital describing the breach in reasonable detail and requiring it to be remedied; or (b) if there is an "insolvency event" affecting the Advertiser, being: (i) a resolution passed or a petition presented for the winding-up of the Advertiser; or (ii) a receiver, manager, administrator or like person is appointed over the whole or any part of the Advertiser's business or assets; or (iii) the Advertiser enters into or proposes to enter into any composition or arrangement with its creditors; or (iv) the Advertiser otherwise becomes bankrupt or unable to pay its debts as they fall due.
The rights to terminate this Agreement given by this section 14 shall not affect any other right or remedy of Union Jack Digital in respect of the breach concerned (if any) or any other breach, including the right to claim damages for loss.
12/ GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England.
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in
14/ THIRD PARTY RIGHTS
A person who is not a party to the Agreement shall not have any rights to enforce its terms.
If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable, the legality, validity and enforceability of the remainder of this Agreement shall not be affected.