Advertising terms | Insurance Insider

Definitions
1. In this Agreement, the following capitalised words and expressions have the meanings set out against them below. Other capitalised words used in this Agreement have the meanings given to them in the Contract Details.
Agreement
1. These Advertising Terms and Conditions, together with the Contract Details, constitute the agreement between us and you for the placing of the Advertisement in the Publication or Podcast (“Agreement”).
2. In the event of any conflict or ambiguity between these Advertising Terms and Conditions and the Contract Details, the Contract Details shall have priority.
3. This Agreement applies to any Advertisement(s) placed by us on your behalf in a Publication or Podcast, to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any other terms and conditions issued by you, whether on a purchase order or other documentation issued by you, or issued by or in the course of us using any invoicing or billing systems or software made available by you, are expressly excluded. You and we acknowledge that any terms and conditions that we are required to accept in order to access or make use of any of your systems and software for billing purposes are null and void.
Content
1. Content provided to us by you shall be in accordance with any instructions, technical requirements or other specifications issued by us from time to time, including the manner of transmission.
2. We shall have no obligation to publish, display or distribute any Content which is not received by the Content Deadline and/or in accordance with any instructions, requirements or specifications provided in accordance with clause 3.1.
3. We shall use all reasonable endeavours to incorporate any changes requested by you to any Content prior to publication, provided that if we determine such changes are submitted too late, we shall use the original Content.
4. You may request a change to a draft Advertisement (a “Change”) at any time before the Content Deadline by sending a written request (a “Change Request”) to us. Upon receipt of a Change Request, we shall as soon as practicable confirm to you in writing:
  1. whether the Change is possible, based on factors at our discretion, including without limitation other content, layout and tone of the Publication or Podcast; and
  2. the effect of the Change on the Fees (if any) if we confirm the Change is possible,
5. Where we confirm that a Change is not possible, the draft Advertisement will be used in the Publication or Podcast.
6. We shall be entitled to edit and amend any Content or the Advertisement if we consider such amendments necessary in order to comply with any legal or regulatory obligations or our internal codes of conduct.
7. You undertake that all Content shall:
  1. comply, without limitation, with all relevant laws and regulations in force that relate to us, the Publication, the Podcast and/or the Advertisement, as applicable;
  2. comply with any instructions or directions issued by us or on our behalf;
  3. not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact;
  4. not contain viruses or other harmful components or malware;
  5. not contain any content that is unlawful, obscene or defamatory;
  6. not breach any codes as may apply to advertising in any territories where the Content (including, without limitation, any Advertisement) is to be shown or aired and directed to residents of that territory; and
  7. include any legal or regulatory notices as may be required by us from time to time.
8. You shall not do, or omit to do, anything which may damage or be otherwise prejudicial to our image and/or reputation, or that of the Publication or the Podcast.
9. We shall have no liability for any loss or corruption of any Content provided by you.
Podcasts
1. You may sponsor one Podcast episode or multiple Podcast episodes, as set out in the Contract Details.
2. You shall provide a first draft of the Partner Message before the Content Deadline as notified by us.
3. We shall review the Partner Message, and either approve it or edit the Partner Message in accordance with clause 3.6. You acknowledge that we retain final editorial control over the content of the Partner Message.
4. The Partner Message must not exceed 20 seconds in duration.
5. The Partner Message shall be read out three (3) times during the Podcast by the Podcast host.
Invoices and Payments
1. We shall invoice you, on execution of the Agreement or as otherwise set out in the Contract Details, for the Fees, and you shall pay any invoice submitted by us within 30 days of the date of the invoice.
2. Unless otherwise stated in the Contract Details, the Fees are exclusive of Tax. If Tax is chargeable, you shall, on receipt of a valid Tax invoice, pay to us such additional amounts in respect of Tax as are chargeable at the same time as payment is due for the Fees.
3. If we have not received the Fees before the Content Deadline, we shall not be obliged to publish the Content and/or Advertisement. If and when we have received all applicable Fees, we may, at our sole discretion, offer you an alternative Publication or Podcast in which to place the Advertisement at a later date.
4. You agree to reimburse us on demand for any Losses we incur in revising, reprinting and/or republishing any Advertisements and/or the Publication, or re-recording and/or re-releasing the Podcast(s), to remove your Advertisement due to your failure to pay the Fees.
5. If you fail to make a payment due to us under this Agreement by the due date, then, without limiting our other legal remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum at the rate of 4% per year above the Bank of England's base rate from time to time.
6. All amounts payable by you shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).
Intellectual Property
1. You grant to us a non-exclusive, non-transferable, royalty-free licence of your Intellectual Property Rights in any Content that you supply to us, to use, reproduce, publish, store, distribute and display such Content, to the extent required to enable us to publish the Advertisement, subject to the terms and conditions of this Agreement.
2. You agree and acknowledge that there shall be no grant of license for you to use any of our Intellectual Property Rights under the terms of this Agreement. We retain all rights in and to the Advertisement, Publication and Podcast, including any distribution rights.
3. Neither Party shall use the other Party’s Intellectual Property Rights for any purposes not specified in this Agreement without the prior written consent of the owning Party.
4. Neither Party shall knowingly do, or cause, or permit anything to be done, which may in the other Party’s reasonable opinion:
  1. prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other Party’s Intellectual Property Rights; or
  2. do anything which is reasonably likely to affect any registration of the other Party's Intellectual Property Rights.
5. You shall not use the Advertisement, Publication or Podcast in any way that, in our reasonable opinion, suggests that we are forming a partnership or any trading arrangement with you, or that we endorse any part of your business, trading name or style.
6. If at any time either Party becomes aware of any unauthorised use or any misuse of the other’s Intellectual Property Rights in relation to the Content, Advertisement, Publication and/or Podcast, then it shall promptly notify the other in writing and shall, at the owning Party’s cost, provide all reasonable co-operation in any action, claim or proceedings brought or threatened in respect of such Intellectual Property Rights.
Confidentiality
1. Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement, each Party (the “Receiving Party”) shall:
  1. treat Confidential Information disclosed by the other Party (the “Disclosing Party”) as confidential; and
  2. not disclose the Disclosing Party’s Confidential Information to any other person without the Disclosing Party’s prior written consent.
2. Clause 7.1 shall not apply to the extent that:
  1. such information was in the possession of the Receiving Party without obligation of confidentiality, prior to its disclosure; or
  2. such information was obtained from a third party without obligation of confidentiality; or
  3. such information was already in the public domain at the time of disclosure otherwise than through a breach of this Agreement; or
  4. such information was independently developed without access to the Disclosing Party’s Confidential Information.
3. The Receiving Party may only disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees and agents who have a need to know, and the Receiving Party shall ensure that such employees and agents are aware of, and comply with, the confidentiality obligations set out in this clause.
Data Processing
1. In this clause 8 the terms “personal data”, and “processing” shall have the meanings ascribed to them under the Data Protection Laws.
2. Each Party shall:
  1. comply with all applicable requirements of the Data Protection Laws; and
  2. process any personal data which it obtains or holds in relation to this Agreement only for the purposes of carrying out its obligations under this Agreement.
3. We shall use the personal data of your employees and representatives for the purpose of providing the Services, including, but not limited to communications, administration (including before, during and after the Services), invoicing and payment, post-Services feedback, quality checks, research and polling.
4. We may share relevant personal data with relevant third parties involved in the Publication or Podcast, including without limitation printers, finance partners, service providers and external delivery partners.
5. You shall provide your employees and other representatives with a copy of the Insider Privacy Policy for further information on how their personal data is processed and in relation to their data protection rights.
Compliance with laws
1. Each Party undertakes that, in connection with this Agreement, it has not violated nor is in violation of, and shall at all times comply with any applicable laws and regulations to which it is ordinarily subject, including those relating to anti-corruption, anti-bribery, sanctions and modern slavery. Furthermore, each Party shall comply with the requirements of the US Foreign Corrupt Practices Act 1977 and UK Bribery Act 2010.
Force Majeure
1. In this clause, “Force Majeure” means circumstances which are beyond the reasonable control of a Party and which are reasonably likely to affect our ability to provide the Services, including any act of terrorism, cybersecurity attack, fire, flood, earthquake, extreme adverse weather conditions, explosion, failure of electric power, gas, water, or other utility service, collapse of building structures, the outbreak or declaration of war, armed hostilities, civil commotion, revolution, blockade, widespread disease, adverse World Health Organisation advice or Foreign Office Travel advice, government orders or action, including the declaration of a State of Emergency or Coup d’état.
2. If, as a result of Force Majeure, we are unable to publish any Publication or Podcast in which any Advertisement was scheduled to appear, we shall use reasonable endeavours to offer you an alternative Publication or Podcast in which to include the Advertisement. If we cannot offer a suitable alternative, or you refuse our offer of an alternative Publication or Podcast, we shall refund to you such part of the Fees as are attributable to the affected Advertisement as soon as reasonably practicable and in any event within 60 days from the date of notice of cancellation.
3. If, as a direct result of Force Majeure, you are unable to provide the Content by the Content Deadline, we shall use reasonable endeavours to offer you an appropriate alternative Publication or Podcast opportunity within two months of the original Publication or Podcast date and, if such opportunity is offered and accepted, we shall have no liability to refund any Fees to you.
4. Without prejudice to our obligation to refund any Fees to you, we accept no liability and will not be liable for any Losses or compensation where the performance of our obligations under this Agreement is made illegal or impossible by or as a result of Force Majeure.
Indemnities
1. You shall indemnify us (for ourselves and on behalf of our group companies, shareholders, directors, employees and representatives) from and against all Losses arising out of or in connection with:
  1. any claim that the Content and/or Your Material is libellous or defamatory, or infringes any applicable laws and/or the Intellectual Property Rights of any third party; and/or
  2. any third party claim arising as a result of any breach by you of your obligations under clause 8.
2. We shall indemnify you (for yourself and on behalf of your group companies, directors, employees and representatives) from and against all Losses arising out of or in connection with a third party claim arising as a result of any breach by us of our obligations under clause 8.
3. Upon receipt by a Party entitled to indemnification under clauses 11.1 or 11.2 (an “Indemnified Party”) of notice of a claim, action or proceeding in respect of which indemnify may be sought hereunder, the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) in writing. The Indemnifying Party shall at its own expense assume control and defence of any litigation or proceedings in respect of which indemnity is sought and the Indemnified Party shall not settle any claim, action or proceeding in respect of which indemnity is sought without the Indemnifying Party’s written consent, which shall not be unreasonably withheld, and the Indemnified Party shall provide the Indemnifying Party with such assistance (at the Indemnifying Party’s cost) as is reasonably required by the Indemnifying Party.
Limitation of liability
1. Nothing in this Agreement shall limit or exclude either Party's liability for:
  1. death or personal injury;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be limited or excluded by applicable law.
2. Subject to clause 12.1, neither Party shall be liable, whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to this Agreement, for any indirect or consequential losses.
3. Subject to clauses 12.1 and 12.4, the total aggregate liability of either Party to the other, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to this Agreement shall not exceed the total amount of the Fees paid or payable under this Agreement.
4. The limitations and exclusions of liability set out in this clause 12 shall not apply in respect of:
  1. any liability of either Party arising under the indemnities provided in clause 11; or
  2. your obligation to pay undisputed invoiced charges which have already become due and payable.
5. Each Party shall comply with its common law duty to mitigate loss.
6. Except as expressly stated in this Agreement, we make no express or implied warranty or representation in connection with the Services, Advertisement, Publication and/or Podcast.
Termination
1. You may not terminate this Agreement, or cancel the inclusion of any Advertisement in the relevant Publication or Podcast, except in accordance with clause 13.2.
2. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
  1. the other Party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 15 days of that Party being notified in writing to do so;
  2. the other Party commits a breach of clause 9;
  3. the other Party takes any step or action in relation to its entering administration or being wound up (whether voluntarily or by order of the court), or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  4. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
3. Where the Services consist of more than one Advertisement we may by notice in writing terminate the inclusion of any Advertisement in the relevant Publication or Podcast as a result of a breach by you of any term of this Agreement affecting only that element. We may at our discretion agree to continue to provide the remaining elements of the Services, and payment shall remain due for Fees relating to those elements.
4. Without affecting any other right or remedy available to us, we may suspend the Services if: (a) you fail to pay any amount due under this Agreement on the due date for payment; (b) you become subject to any of the events listed in clauses 13.2(c) or 13.2(d); or (c) we reasonably believe that you are about to become subject to any of the events listed in clauses 13.2(c) or 13.2(d).
5. The expiry or earlier termination of this Agreement shall not affect any obligations which expressly or by implication are intended to come into or continue in force on or after such expiry or earlier termination.
Consequences of termination
1. The Agreement may be terminated in whole or in part in accordance with its terms. If this Agreement is in respect of multiple Advertisements, the parties acknowledge that termination may take place in respect of one or more single Advertisements, but that otherwise, unless terminated as a whole, this Agreement shall continue in full force and effect, except in relation to any terminated Advertisements.
2. On termination of this Agreement for any reason, you shall immediately pay to us all outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
3. If, pursuant to clause 13, we terminate this Agreement or suspend provision of any of the Services, we may reclaim from you any reasonable Losses consequentially incurred by us in revising and reprinting any Advertisements and/or the Publication, or re-recording the Podcast(s), in which the Advertisement was due to be included; provided that we shall not be under any obligation to make any such changes to Content or Advertisements which have already been produced in connection with any such Publication or Podcast.
4. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
General
1. Assignment. We may at any time assign, subcontract, delegate, or deal in any other manner with any or all of our rights and obligations under this Agreement. You may not assign, subcontract, delegate or deal in any other manner with any of your rights and obligations under this Agreement without our prior written consent, unless it is to: (a) an entity that acquires all or substantially all of your assets; or (b) an affiliate of yours, and in each case you must provide notice to us of such assignment.
2. Amendment. This Agreement may not be amended without the written agreement of both parties.
3. Entire Agreement. This Agreement states the entire agreement and understanding of the parties on the subject matter hereof, and supersedes all previous agreements, arrangements, communications, and understandings whether written or oral relating to that subject matter.
Governing Law and Jurisdiction
1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with:
  1. the laws of New York where the Partner is based in the USA; and
  2. England and Wales where the Partner is based anywhere other than the USA,
  3. the courts of New York where the Partner is based in the USA; and
  4. the English courts where the Partner is based anywhere other than the USA,

Advertisement: the advertisement to be included in a Publication, or the Partner Message to be included in a Podcast, details of which are set out in the Contract Details.

Agreement: as defined in clause 2.1.

Business Day: a day, not including a Saturday or Sunday, when ordinary banks are open for their full range of normal business in London.

Change, Change Request and Change Confirmation: as defined in clause 3.4.

Confidential Information: in relation to either Party, any information, however provided, that relates to the business, financial affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of that Party, including any personal data relating to that Party’s customers or suppliers, together with any other information which ought reasonably be considered to be confidential.

Content: content in any medium, including creative material, text and code, created and/or supplied by you for the purposes of the Advertisement.

Content Deadline: the deadline(s) for you to provide us with the Content, as notified by us to you or as set out in the Contract Details.

Data Protection Laws: any laws and regulations relating to the processing, privacy and use of personal data in connection with or pursuant to this Agreement to the extent applicable to the Parties including, without limitation, (a) to the extent the UK GDPR applies, the law of the United Kingdom or of part of the United Kingdom which relates to the protection of personal data or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the parties is subject, which relates to the protection of personal data.

Fees: the fees and charges payable by you as specified in the Contract Details.

Force Majeure: has the meaning given in clause 10 of these General Terms and Conditions.

EU GDPR: Regulation 2016/679 of the European Parliament and of the Council of April 27 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

Insider, we, us or our: Insider International Limited, a company incorporated in England and Wales (company number 15236286), having its registered office at 4 Bouverie Street, London, UK, EC4Y 8AX.

Insider Privacy Policy: our privacy policy as made available from time to time via this link: https://www.insuranceinsider.com/privacy-policy.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.

Losses: actions, damages, claims, liabilities, costs, losses and expenses (including without limitation reasonable legal fees).

Partner, you or your: the company or individual identified in the Contract Details.

Partner Message: the statement(s) used to market the Partner and/or its services during the Podcast.

Party: a party to this Agreement.

Podcast: any podcast organised or hosted by us, as set out in the Contract Details, during which the Partner Message is featured.

Publication: Insurance International magazine(s) and/or newsletters, whether in print, online or digital version(s), as set out in the Contract Details.

Services: the advertising services provided to you, subject to the terms of this Agreement, as described in the Contract Details.

Tax: value added tax or any corresponding sales tax applicable in any jurisdiction.

Term: from the date of this Agreement until each Party’s obligations under this Agreement are complete, as may be extended from time to time in accordance with this Agreement.

UK GDPR: the EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.

(such confirmation being the “Change Confirmation”) and the Change shall not be implemented until we and you have agreed to the Change Confirmation in writing.

and the Parties agree to submit to the exclusive jurisdiction of:

in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.

Advertising standard terms