INSERTION ORDER TERMS AND CONDITIONS
- BACKGROUND AND DEFINITIONS
- These Insertion Order (IO) Terms and Conditions (“Terms”) apply to any Marketing Initiatives provided by the Media Partner to Advertiser in respect of the promotion of the Advertiser Services to Media Partner End Users in the UK.
- These Terms, together with Insertion Order (“IO”) and Media Partner and Advertiser’s individual agreements with Media Platform form a binding agreement between the Advertiser and the Partner (collectively referred to as “the Agreement”) and shall be deemed effective on the Effective Date.
“Advertiser” means Fairmay Limited (Company Number 13195810) with its registered office at Spaces Oxford Street, Mappin House, 4 Winsley Street, London W1W 8HF, United Kingdom.
“Advertiser Services” means all the services (including via the Advertiser’s trusted service providers) that the Advertiser plans to offer to UK clients ( subject to succesful onboarding by the Advertiser) , in 2023. Therefore the purpose of marketing will be solely to acquire a client waiting list for proposed services that the Advertiser anticipates to offer.
„CPA” or “payout per order” means the fee type where the fee to the Media Partner is paid for each Valid Action completed by Media Partner End User directed to the Advertiser website through a trackable hyperlink (in any form, including but not limited to images or text), that direct the Media Partner End User to the Advertiser’ website.
“Data Protection Obligations” means the UK Data Protection Act 2018 and the UK General Data Protection Regulation “GDPR”)
“FCA” means the Financial Conduct Authority, the financial regulatory body in the UK
“Insertion Order (IO)” means any terms, information and details set out and agreed to between the parties through the platform currently located at www.awin.com owned and operated by Awin Limited and signed up to by the Media Partner through the platform.
“Marketing Initiatives” means the promotion of the Advertiser Services to the Media Partner End Users through placing a trackable hyperlink on the Media Partner’s website (in any form, including but not limited to images or text) that directs the Media Partner End User to the Advertiser’s website or through other means that the Advertiser and Media Partner explicitly agreed to.
”Media Partner” means a party who desires to promote the Advertiser Services and forward Media Partner Customers to the Advertiser Services in accordance with these Terms.
“Media Partner End Users” means users and visitors of the Media Partner’s website.
“Media Platform” means the relationship management platform between Advertiser and Media Partner currently located at www.awin.com owned and operated by Awin Limited.
“Trusted Service Provider” means any regulated third party service provider under which Fairmay can offer certain products & services by agreement and therefore may be subject to the FCA financial promotions and marketing rules.
“Valid Action” means an action or transaction undertaken by a Media Partner End User, for example the application for a waitlist and/or application to business current account or card services and which meet any agreed validation criteria as detailed in the IO, on which the fee shall be payable for CPA activity.
- The Advertiser will:
- pay all fees due per month to the Media Partner in accordance with the IO and this Agreement. For avoidance of doubt, as provided explicitly in the Agreements between Media Platform and Advertiser/Media Partner, monthly fees and payments due from Advertiser to the Media Partner will be aggregated by Media Platform and Media Platform shall make payments to the Media Partner in accordance with each IO and their respective publisher agreement; and
- promptly provide the Partner with all assistance, directions, instructions, and information, reasonably required by the Partner to perform the Marketing Initiatives.
- The Partner warrants, represents and undertakes it will:
- present the Advertiser and the Advertiser Services in a respectable manner.
- not provide false information to the Advertiser and/or act or attempt to act in any false, misleading or illegal manner.
- perform the services hereunder in a competent and workmanlike manner in accordance with accepted industry practices and this Agreement.
- comply with all the relevant laws, regulations and licensing obligations relating to performance of the services hereunder.
- follow any reasonable instructions given by the Advertiser in relation to the delivery of the services hereunder.
- ensure all promotions and marketing material(s) provided and approved by the Advertiser and will not breach any FCA rule or obligation, will not be subject to amendments without the Advertiser further consent
- The Advertiser shall provide a copy of the content for Marketing Initiatives to the Media Partner. The Media Partner shall adapt and configure the content as appropriate so that it is in an appropriate form to be published on the Partner’s website and provide a copy to the Advertiser for approval (email will suffice) prior to publication. Any proposed changes to the actual wording content by the Media Partner is strictly prohibited.
- Unless expressly stated otherwise, all amounts payable under this Agreement are exclusive of VAT.
- If and to the extent the Media Partner offers any incentives or cashbacks to the Media Partner End Users in relation to the Marketing Initiatives, the parties explicitly agree via seperate terms, that the Advertiser shall not be involved in any manner unless agreed otherwise and the Media Partner shall be solely responsible for: a) the provision and supply of such incentives or cashbacks to its End Users; b) defining and managing the terms and methods of provision or supply of such incentives and cashbacks to the its End Users. The parties further agree that the cost of such incentive is included in the fees payable by the Advertiser for the Marketing Initiatives and the Advertiser has no obligation with respect to covering the cost and value of such incentives and cashbacks.
The Media Partner shall not refer to the Advertiser (by name, logo or otherwise) in any of its promotional material, publications, or other forms of publicity and shall not refer to the Advertiser as its partner or client unless it has obtained prior explicit written consent from the Advertiser.
Subject to Clause 9 (Dispute resolution), each Party shall pay its own costs incurred in connection with the Agreement and any documents contemplated therein.
- Except as necessary for performance of the Marketing Initiatives, the Partner shall maintain the terms of this Agreement in confidence and each party must maintain in confidence any written or verbal information (“Confidential Information”) that: (i) details the business of Advertiser; (ii) details the business of the Media Partner; (iii) confidential information and data, whether in tangible or intangible form such as trade secrets, financial, and technical information, customers, prices, discounts, and margins; (iv) is identified by either party as confidential and/or proprietary or that a person exercising reasonable judgment would understand to be of proprietary or confidential nature.
The receiving party’s obligations under this Section will not apply to the extent any Confidential
Information: (i) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party; (ii) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving party without use of or reference to any Confidential Information of the disclosing party.
- Each party must not: (i) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; (ii) jeopardise, counteract and prohibit the development and success of the other party by disclosing any of the Confidential Information to unauthorized third parties or competitors; or (iii) disclose any of the Confidential Information, provided that each party may disclose Confidential Information that is required to be disclosed: (A) by law or by order of any court or tribunal of competent jurisdiction; (B) by any Government Agency, stock exchange or other regulatory body; or (C) to its personnel and professional advisors who have a bona fide need to know such information for exercising that party’s rights and obligations under this Agreement, where that party procures that each such recipient is bound by written confidentiality obligations at least as protective of the other party’s Confidential Information as those set herein.
- If a party is required to make a disclosure under this clause, that party must: (i) to the extent possible, notify the other party if it anticipates that it may be required to disclose any of the Confidential Information; and (ii) only disclose Confidential Information to the extent necessary to comply.
- The obligations under this clause continue in full force and effect after this Agreement ends.
- Without prejudice to clause 2.3, the Advertiser hereby grants the Media Partner a non-exclusive, fully paid, royalty-free, worldwide, limited, revocable, non-sublicensable and non-transferable license to use its logo and/or name solely to the extent necessary for providing the Marketing Initiatives.
- Each Party has the moral and registered rights in its own trademarks and the other party agrees not to copy, alter, use or otherwise deal in the marks without the prior written consent of the other.
- All licenses granted herein shall automatically expire with the termination of the IO or the entire Agreement whichever occurs earlier.
TERMINATION, AMENDMENT AND ASSIGNMENT
- This Agreement shall supersede all prior agreements, understandings, and communications, oral or written, between the parties regarding the subject matter of this Agreement.
- Unless expressly specified otherwise, this Agreement shall continue in full force and effect unless terminated by either party on the earlier of (a) the expiry of 2 weeks’ voluntary termination notice. Either party may terminate immediately if the other party: (i) has not remedied a breach after being given reasonable notice; (ii) has committed a breach incapable of remedy; (iii) is insolvent, bankrupt or otherwise incapable of paying its debts; or (iv) has a controller, receiver or other administrator appointed.
- Amendment. This Agreement can only be amended, supplemented, replaced or novated by another agreement executed by the parties.
- Interpretation. Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise: (i) The singular includes the plural and the opposite also applies, (ii) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning, (iii) A reference to a clause refers to clauses in this Agreement, (iv) A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it, (v) Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included, (vi) A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives), (vii) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them, and (viii) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets
- Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
- Relationship. The relationship of the parties to this agreement does not form a joint venture, partnership, employment, trust or agency.
- Waiver. No clause of this agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.
- Further Action. Each party must do anything reasonably necessary (including executing agreements and documents) to give full effect to this Agreement, including in connection with any claim or proceedings brought against a part as a result of any breach of this Agreement.
- Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this Agreement.
- Inconsistency. If this Agreement is inconsistent with any other preceding document or agreement between the parties, this Agreement prevails to the extent of the inconsistency.
- Counterparts. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
- Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
- Governing Law. This Agreement and any non- contractual obligations arising therefrom, are governed by the laws of England and Wales. Each of the parties hereby submits to the non- exclusive jurisdiction of courts in London, England.
8.13. Electronic Signatures. Each party acknowledges and agrees that by signing up and clicking-through acceptance of this Agreement, it is submitting an authorized electronic signature and entering into a legally binding contract. Further, each party hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. Each of the persons that clicks-through acceptance of this Agreement on behalf of either party hereby represents and warrants that s/he or it is signing with full and complete authority to bind the party on whose behalf of whom s/he or it is signing, to each and every term of this Agreement.