Crimtan ad management and professional services terms and conditions

Crimtan Ad Management Services Terms and Conditions

Pursuant to one or more Orders that incorporate by reference these Crimtan Ad Management Services Terms and Conditions, Supplier shall perform advertising management services (Ad Management Services) for the Client.

  1. Supplier hereby agrees to provide the Ad Management Services to the Client in consideration of the Charges set out in the Order Form and upon these Crimtan Ad Management Services Terms and Conditions.  The Client may act on behalf of an advertiser third party which it represents whether as an agent or otherwise. Client confirms its understanding and acknowledgement that Supplier’s sole obligation under the Agreement as a provider of Ad Management Services is to include creative provided by and/or created or adapted for or on behalf of the Client (Creative) in the banner or other format identified in the Order on sites where members of the Crimtan Group place advertising for the period specified in the Order or until any measurable criteria specified in the Order have been met (a Campaign). The submission of a signed Order by Client to Supplier is construed as an acceptance of all the rates, terms and conditions under which advertising is sold, Creative is run and Campaigns are conducted at that time.
  2. Client agrees that (a) Supplier may display Creative across any appropriate sites selected by Supplier unless specific site(s) are specified for the Campaign in the Order, and (b) daily Campaign activity begins at 00:01 AM GMT. Supplier may, at its option, modify to an extent that the Supplier (acting reasonably) deems appropriate the Commencement Date of a Campaign if the Creative or linking URLs are not delivered on time, there are delays due to 3rd party ad-serving, there is inventory fluctuation or there are any other issues. All rates quoted to the Client in any form, whether orally or through written communications or in a form of Order, are only valid and binding when set out in a confirmed signed Order. Supplier reserves the right to change quoted rates at any time. The parties acknowledge that the actual CPM rate achieved for impressions may be greater or lesser than the Guide CPM Rate specified in the Order Form, as the CPM Rate is subject to dynamic change.  The parties may agree in writing to vary the number of impressions, including as a response to the Client’s return-on-investment objectives.
  3. Subject to paragraph 2 of these Ad Management Services Terms and Conditions, Supplier will use commercially reasonable efforts to deliver the impressions stated in the Order in accordance with the Agreement, and will make commercially reasonable efforts to spread such impressions evenly throughout the period between the Commencement Date and the End Date unless otherwise agreed with the Client.  Client hereby authorises Supplier to promote and distribute Creative in and by means of such electronic media as Supplier in its discretion deems appropriate with the objective of meeting the requirements specified in the Order. Client authorises Supplier to alter, resize, or otherwise modify Creative as Supplier deems necessary for distribution through such electronic media, and to provide any assistance that Supplier requests for such purpose.
  4. Unless otherwise agreed in writing, measurement of Campaigns and invoices issued by Supplier for Campaigns shall be in accordance with measurement and tracking performed by Supplier. Supplier has adopted the IAB’s (Internet Advertising Bureau) methodology for measuring impressions. Using this methodology, Campaign impression commitments will be considered met when the impressions reported by Supplier meet the impression commitment in the Order.
  5. In the event that Supplier agrees in writing to use Client’s third-party measurements of Campaign impressions (Third Party Measurement), Client expressly agrees that Supplier shall be facilitated to use such Third Party Measurement via its online reporting systems
  6. All invoices issued by Supplier for Campaigns shall be based on measurements made in accordance with paragraph 4 of these Ad Management Services Terms and Conditions.
  7. The Client shall make all payments in advance unless payment in arrears is agreed in writing or credit is approved (which the Supplier will agree where appropriate credit insurance is in place for the payment in question) and Supplier is under no obligation to perform services or commence or continue a Campaign until payment is received. Where Supplier agrees in writing to payment in arrears, the Client shall pay all invoices within 30 days of the date of the Supplier’s invoice.  The Supplier will specify within media plans and/or quotes, how a project will be invoiced
  8. It is the Client’s responsibility to validate all impressions. The Client must report any discrepancies related to a Campaign to Supplier within fifteen (15) days of the relevant occurrence. Supplier is not liable for any discrepancies not reported within this time frame and Client waives all right, title, and intent to dispute payment to Supplier based upon any discrepancy not reported within this time frame. All discrepancies must be reported to Supplier at the Billing email.
  9. Either party may cancel a Campaign upon providing 48 hours written notice via email sent by (a) the Client in accordance with sub-paragraph 13 below identifying the relevant Order and Order Number or unique campaign identifier or (b) by Supplier to Client to the Client’s Buyer and/or Billing email address specified in the Order, and in either event the Client shall pay for all impressions delivered up to the modified cancellation date at the Guide CPM Rate specified in the Order.
  10. If any payment is overdue in respect of any Services (whether Campaign-related or otherwise), Supplier reserves the right to immediately terminate any current Campaign.
  11. In the event Client pays with a credit card, Client expressly agrees not to charge back on the relevant credit card account.
  12. All payments must be made in the currency specified in the Order. Client understands and agrees that in no event and under no circumstances will data provided by any Supplier representative constitute final billing numbers. Only invoices mailed directly to the Client by Supplier are to be construed as representative of billable amounts.
  13. Client agrees that all Campaign cancellation notices must be submitted by the Client via email to the Supplier email address specified in the Order with a CC: to All such notices must be copied to this email address to be considered valid, and Campaign cancellation requests not copied to this address will not be considered valid and the Client will be liable for all payments due.
  14. Supplier agrees to stop a Campaign temporarily (Pause) within one working day  a written request from the Client submitted by the Client via email to the Supplier email address specified in the Order with a CC: to Supplier will accept one (1) Pause request per Campaign and will extend the Pause for a maximum of seven (7) days. If Client does not make further contact with Supplier concerning the Pause following a Pause request, Supplier will automatically restart the Paused Campaign with the End Date for the Campaign extended by the duration of the Pause. If Client wishes to terminate the Campaign early, Client agrees to abide by the cancellation procedures set out in these Ad Management Services Terms and Conditions. Supplier will not be required to accept a Pause period as a part of a Campaign cancellation notice period. If Client cancels a Campaign during a Pause, Client agrees to pay for impressions during the period of the Pause at the Guide CPM Rate specified in the Order for the cancellation notice period at a daily rate based on the daily averages pertaining during the Campaign prior to Pause.
  15. All Creative is subject to Supplier’s approval. Supplier reserves the right in its discretion to reject, discontinue, or omit any Creative or any part thereof. This right shall not be deemed to have been waived by acceptance or actual use of any Creative. Supplier may reject any Creative that Supplier feels is not in keeping with reasonable standards whether outlined in these Ad Management Services Terms and Conditions or otherwise. Supplier is not liable for errors in Creative position and/or placement, or typographic errors of any kind.
  16. If Client intends to provide Supplier with Creative via 3rd party tags, Client agrees to provide Supplier with a sample of each and all Creative contained within the 3rd party tags for approval by Supplier (which approval Supplier shall be entitled to withhold in its discretion). Failure to do so will be deemed a breach of this Agreement. In the event Supplier’s relationship with proprietors of sites where Creative appears (each a Publisher) is damaged or lost as a result of such a breach, the Client shall indemnify Supplier against all losses and damages suffered as a direct or indirect result.
  17. Client will be responsible for assessing and confirming the correct functioning of all Creative. If Client does not notify Supplier of any problem with Creative, Supplier will be entitled to assume that Creative is functioning properly and Client agrees to pay for all impressions upon or derived from the Creative as measured by Supplier. All problems related to Creative should be immediately brought to the attention of the relevant Supplier account executive by Client, and by email sent by Client to Supplier’s email address identified in the relevant Order Form.
  18. Client agrees and understands that, if Supplier is requested to retrieve Creative for and on behalf of Client, Supplier performs this service solely as a courtesy to Client, and as such Supplier will not be liable for any errors, including but not limited to retrieving incorrect Creative. Furthermore, Client agrees to pay for all Campaigns delivered for and on behalf of Client, as defined in the Order, where Supplier was requested to obtain Creative from a location provided by the Client.
  19. The Client represents, warrants and undertakes that (a) it has, shall continue to retain and grants throughout the term of each Campaign to Supplier and all third parties involved in any such Campaign all of the rights in relation to Creative required for the conduct of the Campaign, and (b) neither Creative nor any its content will infringe the rights of any third party or any applicable law. Client agrees to indemnify Supplier, its Publishers and their respective affiliates, employees, officers, agents, directors and representatives against all losses, damages, liabilities, obligations, costs and expenses (including without limitation reasonable legal fees) (collectively Losses) relating to any claim, action or proceeding based on or resulting from any allegation (a) that Creative or any part of it, or its inclusion, reproduction or publishing on or in connection with any site or services infringes the rights of any person or entity or any applicable law, or (b) based on or that would indicate a breach of paragraph 21 below.
  20. Client acknowledges and agrees that Supplier does not and cannot monitor all sites and services where Creative may appear for appropriate content, and that Supplier shall not be held responsible for the content of any such site or service. If Client reasonably determines that the placement of any Creative by Supplier hereunder harms the goodwill or reputation of Client or disparages or brings Client into disrepute, including, but without limitation by containing indecent, illegal, misleading, harmful, abusive, harassing, libellous, defamatory, or other offensive materials, then Supplier shall use commercially reasonable efforts to remove such placement of Creative promptly following Client’s notice thereof to Supplier; provided, however, that if Supplier reasonably believes that removal of Creative from a site or service will have a material impact on Supplier’s ability to deliver advertisements in accordance with the Order, Supplier may condition such compliance on an extension of the End Date specified in the IO to an extent that Supplier considers appropriate.
  21. This paragraph 21 takes precedence over clause 12 of the IMPA General Terms and Conditions to the extent that they are inconsistent.  Client undertakes that, where and to the extent that any data processed, collected or communicated in connection with a Campaign is subject to Applicable Laws, Client shall ensure that (a) the Campaign complies with Applicable Laws, (b) any processing by Supplier of such data has a Lawful Basis and otherwise complies with Applicable Laws, and (c) where data is collected or communicated as a result of the firing of a Supplier-or Crimtan Group-originated tag, the firing of that tag provides a Lawful Basis for the processing of that data. For these purposes, (1) Applicable Laws means all applicable laws and regulations relating to the privacy, confidentiality, security or protection of personal data, including, without limitation: (i) Regulation (EU) 2016/679 (GDPR) and state laws implementing or supplementing the GDPR; (ii) the EU Directive 2002/58/EC , as amended, replaced or superseded from time to time, (together EU e-Privacy Laws) and state laws implementing or supplementing the EU e-Privacy Laws, (iii) any laws regulating the use of cookies and other tracking, and (iv) subordinate legislation, regulations, codes of conduct and guidance issued by any authority having responsibility for any of the foregoing laws or regulations; and (2) Lawful Basis means a basis that satisfies the relevant requirements of Applicable Laws, including (without limitation) those set out in Article 6.1 (a) to (f) of the GDPR.
  22. Client acknowledges and agrees that the Crimtan Privacy Policy applies to Campaigns.
  23. The provisions of these Crimtan Ad Management Services Terms and Conditions shall survive the termination of each Campaign and Agreement.

Crimtan Professional Services Terms and Conditions

Pursuant to one or more Orders that incorporate by reference these Crimtan Professional Services Terms and Conditions, the Supplier shall perform such creative and other services as are identified in the Order (Professional Services) for the Client.

  1. Supplier hereby agrees to provide the Professional Services to the Client in consideration of the Charges set out in the Order Form and upon these Crimtan Professional Services Terms and Conditions.  Professional Services may include Services involving Client Assets, in respect of which (for the avoidance of doubt and without limitation) clauses 4.5 and 4.6 of the IMPA General Terms and Conditions below will apply.
  2. The Client hereby authorises Supplier and Supplier’s sub-contractors to have such access to the Client’s premises, computers and IT systems and other facilities as is necessary in order to perform the Professional Services.
  3. Supplier warrants to the Client that the Professional Services will be provided with reasonable skill and care, subject to the other provisions of these Crimtan Professional Services Terms and Conditions.
  4. The Client acknowledges that Supplier shall be fully entitled to use any skills, techniques, concepts or know-how acquired, developed or used in the course of performing Professional Services in any way it deems fit and any improvements to Supplier’s existing products and/or services made or developed during the course of the Professional Services, subject to the obligations of confidentiality detailed in the Agreement.
  5. The Client shall: (a) make available to Supplier such office and support services as may be necessary for Supplier’s work under this Agreement; and (b) ensure that its employees co-operate with Supplier’s reasonable requests in relation to the provision of the Professional Services; and (c) promptly furnish Supplier with such information and documents as Supplier may reasonably request for the proper performance of the Professional Services.
  6. The Charges for Professional Services are exclusive of any travel, accommodation and subsistence expenses incurred by Supplier and Supplier’s sub-contractors in attending the Client’s premises to perform Professional Services and such expenses shall be invoiced separately by Supplier and shall be paid by the Client within 30 days of the date of such an invoice. Where the Client cancels or rearranges a scheduled meeting Supplier reserves the right to charge the Client for all accommodation and travel expenses that have been incurred by Supplier.
  7. Supplier may from time to time indicate or agree with the Client a period of time within or date by which Professional Services are or are likely to be performed (a Timing Indication); any Timing Indication shall be deemed an estimate only and shall not be binding.  Time of performance of Professional Services is not of the essence.
  8. If Supplier is prevented or delayed from performing any of the Professional Services for any reason which is not wholly and directly caused by Supplier’s default under the relevant Agreement then, notwithstanding anything else contained in the Agreement: (a) if as a result any element of the Service Materials or any other deliverable is not completed in accordance with a Timing Indication then any part payment of the Charges for the Professional Services due to be paid on the completion of that element (if any) shall be paid on the scheduled date for such completion (taking into account any extension of time agreed between the Parties) as distinct from the actual date of completion; (b) the Client shall pay to Supplier a sum, as determined by Supplier in its reasonable discretion, in respect of any additional time spent and materials used or expended as a result of any such prevention or delay; and (c) the Client shall pay to Supplier all other reasonable costs, charges, expenses and losses sustained or incurred by Supplier as a result of such prevention or delay.  Service Materials means any and all works of authorship and materials developed, written or prepared by Supplier, in relation to the Professional Services (whether individually, collectively or jointly with the Client and on whatever media), including, without limitation, any and all software, programming, reports, studies, data, diagrams, charts, specifications and all drafts thereof and working papers relating thereto, but excluding ordinary correspondence passing between the Parties.
  9. The Client shall upon demand pay to Supplier a sum, as reasonably determined by Supplier, in respect of any additional time spent and materials and computer time incurred resulting from the provision to Supplier of any inaccurate, incorrect or inadequate information or data by the Client or on the Client’s behalf.
  10. If at any time the Client requires Supplier to alter all or any part of the Service Materials, the Professional Services and/or any other deliverable under the Professional Services then the Client shall provide Supplier with full written particulars of such alterations and with such further information as Supplier may reasonably require. Supplier may suggest alterations to the Client at any time which the Client may then use as the basis for a request under this provision.
  11. Supplier shall then submit to the Client as soon as reasonably practicable a written estimate for such alterations specifying what changes (if any) will be required to the Charges hereunder and any Timing Indication (if applicable) and what adjustments will be required to the Service Materials (if applicable). Such Charges will be calculated in accordance with the Professional Services Day/Hour Rates.
  12. Upon receipt of such estimate the Client may elect either: (a) to accept such estimate in which case this Agreement shall be amended in accordance therewith; or (b) to withdraw the proposed alterations in which case the Professional Services shall continue in force unchanged.
  13. Supplier shall be entitled to charge a reasonable fee to the Client for considering such alterations and preparing the said estimate and if the Client’s request for such alterations is subsequently withdrawn but results in a delay in the performance of any of the Services then Supplier shall not be liable for such delay and shall be entitled to an extension of time for performing its obligations equal to the period of the delay.
  14. Supplier shall not be obliged to make any alterations to the Service Materials save in accordance with the above-mentioned procedure.