T& Cs Overview
Placing of advertisements in News UK publications and the provision of other advertising products and services by News UK is subject to trading terms and conditions as set out in this website.
These terms and conditions may be revised from time to time. Any deviation from these terms and conditions must be agreed by News UK in writing. Should you have any questions about these terms and conditions please contact your News UK salesperson.
General
1.1 These terms and conditions, including the attached Schedules (“Conditions”) apply to all Advertising Services provided by News UK (“we”, “us”, “our”) to Advertisers (“you”, “your”) in respect of The Times, The Sunday Times, The Sun and TLS newspapers, and their associated hard copy publications or digital editions (“News UK Publications”).
1.2 These Conditions shall not apply to advertising services provided by Wireless Group Media (GB) Ltd, which will be subject to Wireless Group Media (GB) Ltd’s applicable terms and conditions for advertising services in force from time to time.
1.3 All Bookings for Advertising Services are subject to these Conditions. By making a Booking, or by submitting any Copy to News UK for Advertising Services, you accept and agree to be bound by these Conditions in full. Your attention is drawn in particular to the provisions of clause 12 (limitation of liability).
1.4 These Conditions apply to, and are incorporated by reference into, any Bookings for Advertising Services booked with News UK on or after 5th August, 2021.Basis of contact
2.1 The Advertiser may request Advertising Services from News UK by making a Booking. News UK may accept or reject a Booking in its sole discretion. The Advertiser agrees to use the template insertion order at Schedule 4 to make a booking, if a Booking is not made by other means.
2.2 Acceptance by News UK of the Booking will be deemed to have occurred on the earlier of (i) the explicit and unconditional acceptance by News UK of a Booking in writing (including by email) (“Order Confirmation”), or (ii) the first date of the delivery of the services requested in a Booking. Upon acceptance of a Booking in accordance with this clause 2.2, a binding contract will be formed consisting of these Conditions and any relevant Order Confirmation (the “Contract”). No Booking shall be binding on News UK until accepted by News UK pursuant to this clause 2.2.
2.3 Insofar as there are any inconsistencies between elements of the Contract, the Order Confirmation will prevail, followed by these Conditions.
2.4 To the maximum extent permitted by law, these Conditions apply to the Contract to the exclusion of any other terms that the Advertiser seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.Supply of Advertising Services
3.1 Subject to and conditional upon the Advertiser’s compliance with these Conditions (including those obligations at clause 4), News UK shall supply the Advertising Services to the Advertiser in accordance with the Contract (including Schedule 2 to these Conditions) in all material respects.
3.2 News UK shall use reasonable endeavours to meet any delivery criteria specified in an Order Confirmation, including planned Production Dates, save that: (i) any dates are estimates only and time shall not be of the essence for performance of the Advertising Services; and (ii) News UK does not guarantee times, dates, positions, locations or quality of colour of any adverts published or made available by News UK as part of the Advertising Services (“Advertisement”).
3.3 The parties agree to comply with Schedules 2 and 3 to these Conditions, which set out more specific rights and obligations in relation to the Advertising Services (including in relation to digital, print and creative services) and the Anniversary Rights granted to the Advertiser under the Contract, respectively.
3.4 News UK warrants to the Advertiser that the Advertising Services will be provided using reasonable care and skill.
3.5 If the Advertiser becomes aware of an error in any Copy provided and notifies News UK immediately in writing, News UK will use reasonable endeavours to correct the error prior to the Production Date. Subject to clause 12.1, except as set out in this clause 3, News UK assumes no responsibility for the repetition of an error in the Advertisement or Advertising Services.
3.6 Any claim, complaint or query in relation to an Advertisement or the Advertising Services must be raised with News UK in writing within 7 days following the publication of the Advertisement (or the specified Production Date) or provision of the Advertising Services, otherwise (subject to clause 12.1) in the absence of such claim, complaint or query within such timescale, the Advertiser shall be deemed to have waived its rights to make such claim, complaint or query. The Advertiser shall not withhold or delay payment due to claims, complaints or queries under this clause 3.6.
3.7 Subject to clause 12.1, News UK will not be liable for any loss or damage of any Copy provided by the Advertiser to News UK. It is the Advertiser’s responsibility to keep copies of any such materials.Advertiser’s obligations
4.1 The Advertiser shall:
4.1.1 provide News UK with the Copy, and any other information or materials that News UK may reasonably require to deliver the Advertising Services, on or before the Copy Deadlines, and in accordance with the Delivery Specification and Schedule 2 to these Conditions, and shall ensure that such information is accurate in all material respects;
4.1.2 co-operate with News UK and respond to all reasonable requests for information in all matters relating to the Advertising Services;
4.1.3 obtain and maintain all necessary authorisations, licences, permissions and consents which may be required before the Production Date; and
4.1.4 where Advertiser’s business or the subject matter of the Advertisement is regulated, it shall have all necessary authorisations, permissions, licences and certifications to perform its obligations under the Contract and enable News UK to publish and make available the Advertisement or otherwise provide the Advertising Services.
4.2The Advertiser represents and warrants that:
4.2.1 it shall at all times comply with and ensure that all Advertisements (and each part of them) comply with all News UK Policies and all Applicable Laws;
4.2.2 it shall ensure that no Copy contains or links to any Unacceptable Content. Notwithstanding the foregoing, if the Advertiser becomes aware that any Copy contains or links to any Unacceptable Content, it shall notify News UK in writing immediately;
4.2.3 in relation to each Contract, the Advertiser contracts with News UK as a principal notwithstanding that it may be acting directly or indirectly for an advertiser in its capacity as an Agency; and
4.2.4 where the Advertiser is an Agency, it is authorised by its client to make the Booking with News UK and the Booking is made in accordance with the terms of its contracts with its clients.Advertiser Default
5.1 If the Advertiser submits or makes available any information and materials (including any relevant Copy) in breach of clause 4, or there is any other Advertiser Default: (i) News UK may immediately upon written notice cancel any Booking and terminate any Contract (in whole or in part) which is affected by such Advertiser Default; and (ii) Advertiser shall pay News UK on-demand in full for any such cancelled Bookings.
5.2 News UK's acceptance of a Booking in accordance with clause 2.2 shall not be deemed to constitute News UK's acceptance that the Advertiser has complied with its obligations under clause 4, or that News UK has waived any of its rights under the Contract.
5.3 If News UK's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Advertiser or failure by the Advertiser to perform or comply with any of its obligations under the Contract ("Advertiser Default"), News UK shall have the right to suspend performance of the Advertising Services until the Advertiser remedies the Advertiser Default to the reasonable satisfaction of News UK. Subject to clause 12.1, News UK shall not be liable for any costs or losses sustained or incurred by the Advertiser arising directly or indirectly from News UK's failure or delay to perform any of its obligations as set out in the Contract due to the Advertiser Default.
5.4 The Advertiser shall indemnify, and keep News UK and its Group indemnified, on demand against any and all costs, losses, damages, liabilities, fines, penalties, interest and expenses (including reasonable legal and other professional fees) arising, directly or indirectly, out of or in connection with any breach by the Advertiser of the Contract or any other Advertiser Default.
5.5 Where the Advertiser is an Agency, it shall produce that its client on whose behalf it makes a Booking complies with the Contract and it shall remain liable to News UK for any breach of the Contract by its client.News UK’s right to cancel or make changes
6.1 The Advertiser acknowledges and accepts that the Advertising Services are at all times subject to availability and to News UK’s editorial approval and control and may be impacted on by news events or other matters.
6.2 Without limiting News UK’s rights under clause 5.1, News UK has the right in its sole discretion to decline to publish any Advertisement or perform any Advertising Services, or to omit, suspend or cancel any Booking and terminate a Contract (in whole or in part), or to remove or take down Advertisements.
6.3 News UK has the right in its sole discretion to make any changes to the Advertising Services (including changing the times, dates and/or position of Advertisements and/or cancelling any Contract (in whole or in part)) which are necessary to comply with any Applicable Laws or safety requirements, or where the changes do not materially affect the nature or quality of the Advertising Services.
6.4 Subject to clause 12.1, News UK's liability to the Advertiser (in contract, tort (including negligence) or otherwise) where it exercises its rights to cancel or amend under this clause 6, or where it fails to provide Advertising Services in accordance with clause 3, is strictly limited to, at News UK's sole discretion, (i) a credit against the Charges for the relevant Advertising Services, or relevant part of the Advertising Services, or (ii) re-performance of the relevant Advertising Services, or relevant part of the Advertising Services.
6.5 Subject to clause 12.1, News UK may make amendments in accordance with this clause 6 or Schedule 2 without any liability (or refund) to the Advertiser.Advertiser’s right to cancel
7.1 Unless otherwise agreed in an Order Confirmation:
7.1.1 subject to clause 7.1.3, if the Advertiser cancels any of the Advertising Services by written notice any time before the date that is 6 weeks prior to the Production Date (the “Production Deadline”), it will receive a full refund in respect of the applicable Advertising Services;
7.1.2 subject to clause 7.1.3, if the Advertiser cancels any of the Advertising Services on or after the Production Deadline, it will be charged in full for the applicable Advertising Services. For the avoidance of doubt, any Advertising Services that have a Production Deadline of less than 6 weeks from the date of the acceptance of the Booking will be charged for in full even if cancelled by the Advertiser; and
7.1.3 if News UK supplies Bespoke Services as part of the Advertising Services, such Advertising Services are non-refundable at any time from the date that News UK incurs costs in respect of such Advertising Services and the Advertiser will be charged in full for the applicable Advertising Services (including any costs that have already been incurred by News UK at any time in respect of such Advertising Services).
7.2 For Advertising Services booked through the self-service portal at www.newsukadvertising.co.uk), cancellations are only accepted through the My Account section of the self-service portal.
7.3 News UK will not be bound by a cancellation request unless it is in writing and News UK has confirmed receipt.Charges and payment
8.1 The charges for the Advertising Services shall be as specified in an Order Confirmation, or, if there are no agreed charges specified in an Order Confirmation, the Advertising Services shall be charged at News UK’s pre-set rates (the “Charges”). News UK reserves the right to change such pre-set rates at any time, and the new rates shall apply to any Bookings accepted thereafter, unless otherwise agreed in an Order Confirmation.
8.2 Unless otherwise agreed in an Order Confirmation, payment in full must be made by the Advertiser to News UK prior to the Production Date.
8.3 The Advertiser shall pay each invoice submitted by News UK:
8.3.1 within 30 days of the date of the invoice or the date specified on the invoice, whichever is earlier; and
8.3.2 in full and in cleared funds to a bank account nominated in writing by News UK.
8.4 All amounts payable by the Advertiser under the Contract are exclusive of VAT. Where any taxable supply for VAT purposes is made under the Contract by News UK to the Advertiser, the Advertiser shall, on receipt of a valid VAT invoice from News UK, pay to News UK such additional amounts in respect of VAT as are chargeable on the supply of the Advertising Services.
8.5 Time for payment shall be of the essence of the Contract.
8.6 If the Advertiser fails to make any payment due to News UK under the Contract by the due date for payment, then the Advertiser shall pay interest on the overdue amount at the rate of 4 per cent per annum above Barclays' base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Advertiser shall pay the interest together with the overdue amount.
8.7 The Advertiser shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). If any deduction or withholding is required by law in the applicable territory of the Advertiser or otherwise, the Advertiser shall pay to News UK such sum as will leave, after the deduction or withholding has been made, News UK with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. News UK 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 News UK to the Advertiser.
8.8 Any claim, complaint or query in relation to the Charges must be raised with News UK in writing within 7 days of the date of the invoice, otherwise (subject to clause 12.1), in the absence of such claim, complaint or query within such timescale, the Advertiser shall be deemed to have waived its rights to make such claim, complaint or query. The Advertiser shall not withhold or delay payment due to claims, complaints or queries under this clause 8.8.
8.9 If the Advertiser fails to pass News UK’s credit checks or if economic, market or other changes negatively affect the Advertiser’s credit standing, News UK shall be entitled to require from the Advertiser advance payment or to vary the payment terms.Intellectual property rights
9.1 All Intellectual Property Rights in the Copy are and shall remain the property of the Advertiser and its licensors. The Advertiser grants to News UK a non-exclusive, perpetual, sub-licensable, royalty free, irrevocable licence to use and exploit such Intellectual Property Rights for the purposes of providing the Advertising Services and performing its obligations under the Contract.
9.2 All Intellectual Property Rights in any materials created by News UK arising out of or in connection with the Advertising Services (including the Bespoke Materials) and in the News UK Properties are and shall remain the property of News UK and its licensors.
9.3 Unless otherwise agreed in writing, the Advertiser shall only be entitled to use the Bespoke Materials for the specific Bespoke Services set out in the relevant Order Confirmation. If the Advertiser wishes to use the Bespoke Materials outside of the specific Bespoke Services set out in the relevant Order Confirmation, then the parties shall agree appropriate remuneration and additional terms in writing in advance.
9.4 Unless otherwise agreed in writing, all information or data, including Personal Data, obtained through or derived as a result of the provision of the Advertising Services shall be owned by News UK or its licensors.
9.5 The parties shall execute all such documents or do such acts as may be necessary to give effect to this clause 9.Data protection
10.1 Unless otherwise agreed in writing, for the purposes of the Data Protection Legislation, the parties acknowledge and agree that they are separate and independent Controllers of any Personal Data that is shared between them or otherwise processed by or on behalf of the parties under the Contract (“Contract Personal Data”). Each party shall independently determine the manner and purpose of the processing of the Contract Personal Data, and comply with all Data Protection Law applicable to it in respect of the Contract Personal Data.
10.2 Each party shall notify the other party promptly and without undue delay (and provide reasonable and timely assistance, information and co-operation where requested) in the event that it:
10.2.1 receives or becomes aware of any claim, complaint, query and/or exercise or purported exercise of proposed rights by a Data Subject under the Data Protection Legislation in relation to the Contract Personal Data in whole or in part;
10.2.2 receives or becomes aware of any investigation or enforcement activity by a Supervisory Authority or any other relevant regulator in relation to the Contract Personal Data in whole or in part; or
10.2.3 becomes aware of a suspected or actual Personal Data Breach affecting the Contract Personal Data in whole or in part.
10.3 If the Advertiser permits News UK to use tracking technologies (including pixels, cookies, web beacons and APIs or similar technologies) on its Advertiser Properties it shall display an adequate privacy notice and privacy controls to enable data collected from such Advertiser Properties to be used by News UK to provide the Advertising Services in accordance with Data Protection Legislation and Applicable Laws.
10.4 If the Advertiser shares any Contract Personal Data with News UK, it shall ensure it has a lawful basis for sharing such Personal Data and to enable News UK to lawfully use such Personal Data pursuant to the Contract. The Advertiser warrants and undertakes that any such Personal Data has been collected lawfully and may be shared with and used lawfully by News UK to provide the relevant Advertising Services.
10.5 The Advertiser shall not, without News UK’s prior written consent, use tracking technologies (including pixels, cookies, web beacons and APIs or similar technologies) to collect data from News UK Properties. Such consent (if given) shall be conditional upon the Advertiser disclosing in full the details of such tracking technologies (including what they will collect and the purpose of the collection) and complying with any instructions of News UK in respect of such tracking technologies and the data collected by them. The Advertiser warrants and undertakes that any processing of Personal Data undertaken pursuant to this clause 10.5 shall comply with the Data Protection Legislation and Applicable Laws.
10.6 The Advertiser agrees to enter into all additional agreements or implement additional measures where required under the Data Protection Legislation, or where reasonably requested by News UK, in respect of the Contract Personal Data. For example, where necessary, the parties shall enter into (i) a data processing agreement where it is determined that the relationship between the parties is that of Controller and Processor; (ii) a data sharing agreement where it is determined that the parties are joint Controllers, or where the nature of the data sharing requires a detailed arrangement to be agreed; or (iii) approved standard contractual clauses (or other appropriate mechanisms under the Data Protection Legislation), and implement any additional safeguards required under the Data Protection Legislation, where necessary to effect international data transfers.Confidentiality
11.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain.
11.2 The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.
11.3 The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
11.4 This clause 11 shall survive termination of the Contract. The restrictions in this clause will not apply to any information developed independently of and without reference to any confidential information provided to the receiving party by the disclosing party.Limitation of liability – ADVERTISER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in the Contract limits or excludes News UK’s liability for:
12.1.1 death or personal injury caused by its negligence;
12.1.2 any fraudulent act or omission or wilful misconduct; or
12.1.3 any loss, damage, cost or expense that may not otherwise be limited or excluded by applicable law.
12.2 Subject to clause 12.1, News UK limits its liability under the Contract, whether such liability arises in contract, tort (including negligence) or otherwise, as follows:
12.2.1 News UK's maximum liability for all claims under the Contract shall be limited to the greater of: (a) £500; and (b) the fees paid to News UK by the Advertiser in respect of the Advertising Services from which such liability arises;
12.2.2 News UK will not be liable to the Advertiser for any: (i) indirect, special, incidental, punitive or consequential loss, damage, cost or expense of any kind; or (ii) loss of profit, anticipated profit, contracts, revenue, business, data, goodwill or anticipated savings; even if foreseeable, or if News UK has been advised of the possibility of such losses; and
12.2.3 to the extent permissible by law, all other conditions, warranties or other terms which might be implied or incorporated into the Contract, whether by statue, common law or otherwise, are excluded, including the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose are excluded.Termination
13.1 Unless terminated earlier in accordance with the Contract, the Contract will remain in force for the duration of the Advertising Services specified in an Order Confirmation, or, if there is no Order Confirmation, for as long as the Advertising Services are being provided by News UK.
13.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so; or
13.2.2 the other party suffers an Insolvency Event.
13.3 Without limiting its other rights or remedies, News UK may:
13.3.1 suspend the provision of the Advertising Services under the Contract or any other contract between the Advertiser and News UK if (i) the Advertiser becomes, or News UK reasonably believes the Advertiser is about to become, subject to an Insolvency Event, or (ii) the Advertiser fails to pay any amount due under the Contract on the due date for payment; and
13.3.2 terminate the Contract with immediate effect by giving written notice to the Advertiser if the Advertiser fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
13.4 On termination of the Contract for any reason:
13.4.1 the Advertiser shall immediately pay to News UK all of News UK's outstanding unpaid invoices and interest and, in respect of Advertising Services supplied but for which no invoice has been submitted, News UK shall submit an invoice, which shall be payable by the Advertiser immediately once submitted;
13.4.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
13.4.3 clauses which expressly or by implication survive termination shall continue in full force and effect.Miscellaneous
14.1 Trading Agreements. The parties agree that that these Conditions are intended to apply to any Advertising Services falling within the scope of any Trading Agreement (including any other terms and conditions which the Advertiser may seek to incorporate via any Order Confirmation or other documentation). The parties agree that for the purposes of any Trading Agreement, unless expressly stated in such Trading Agreement, Advertising Services provided to the Advertiser via any barter arrangement shall be excluded from trading volumes.
14.2 Entire agreement. Subject to clause 14.1, the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Any samples, drawings, descriptive matter or materials issued by News UK, and any descriptions or illustrations contained in News UK's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the nature and type of advertising inventory or deliverables described in them. They shall not form part of the Contract or have any contractual force. The Advertiser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of News UK which is not set out in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
14.3 Force Majeure. News UK shall not be in breach of the Contract, nor liable to the Advertiser for any delay or failure to perform its obligations under the Contract, if such delay or failure results from a Force Majeure Event. If the Force Majeure Event prevents News UK from providing any of the Advertising Services for more than 3 weeks, either party shall have the right to terminate the Contract immediately by giving written notice to the other party, without prejudice to News UK’s right to be paid any monies due and owing by the Advertiser to News UK at the time of such termination.
14.4 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in an Order Confirmation, and shall either be delivered personally, sent by pre-paid first class post or other next working day delivery service, or sent by email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the relevant address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, at the time of the transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action or where applicable, any arbitration or other method of dispute resolution.
14.5 Assignment. News UK may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Advertiser shall not, without the prior written consent of News UK, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
14.6 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.8 Third parties. A person who is not a party to the Contract shall have no rights to enforce its terms pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.9 Variation. News UK may vary and update these Conditions at any time (including by posting a new version of these Conditions on its website) and the updated Conditions shall apply to all Contracts entered into thereafter. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by News UK.
14.10 Severability. If any term of the Contract is found to be illegal, invalid or unenforceable under any law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the Contract and shall in no way affect the legality, validity or enforceability of the remaining terms.
14.11 Governing law. The Contract, 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 and Wales
14.12 Jurisdiction. Subject to clause 14.13, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
14.13 Arbitration. In addition to its rights under clause 14.12, News UK may choose to refer any dispute arising out of or in connection with the Contract, to be finally resolved by arbitration under the rules of the London Court of International Arbitration in force at the date of the Contract, which are deemed to be incorporated by reference into this clause. The parties agree that: (a) the tribunal shall consist of one arbitrator; (b) in default of the parties' agreement as to the arbitrator(s), the appointing authority shall be the London Court of International Arbitration; (c) the place of the arbitration shall be London; and (d) the language of the arbitration shall be English.
Schedule 1 – Definitions and interpretation
In these Conditions, the following words have the meanings set out below:
Advertisement has the meaning set out in clause 3.2.
Advertiser means the person, firm or company making a Booking (either as a Direct Advertiser or through an Agency) with News UK.
Advertiser Default has the meaning set out in clause 5.3.
Advertiser Properties means the websites, social media properties, mobile apps or other digital platforms owned, operated or controlled by the Advertiser.
Advertising Services means the supply of advertising inventory for the display or delivery of Advertisements on News UK Properties, or the provision of other advertising, sponsorship or other promotional products and services, including Bespoke Services, on or in respect of News UK Publications, by News UK to the Advertiser, following News UK’s acceptance of a Booking in accordance with clause 2.2.
Agency means an advertising agent, agency (including a barter agency), demand side platform or other media buyer.
Applicable Laws means, as applicable to the parties and/or the Advertising Services, all laws, statutes, regulations, regulatory guidelines, guidance notes, government requirements, regulatory permits, regulatory licences and any relevant industry standards and codes of practice or adjudications in force from time to time (and any applicable modifications, extensions or replacements thereof), including the Data Protection Legislation, the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing, the Gambling Commission’s Licence Conditions and Codes of Practice and all other applicable codes under the general supervision of the Advertising Standards Authority, Trading Standards, the Competitions and Markets Authority, the UK Association of Online Publishers (“AOP”), the Interactive Advertising Bureau and the Betting and Gaming Council.
Booking means the Advertiser’s request in writing, by any means, for Advertising Services, including by an insertion order, an electronic order placed through News UK’s online booking system (i.e. the self-service portal at www.newsukadvertising.co.uk), an order placed in accordance with a Trading Agreement, or any other written communication (including email) between News UK and the Advertiser.
Bespoke Materials means any proposals, copy, layouts, artwork, proofs, samples or other materials created by News UK for the provision of Bespoke Services.
Bespoke Services means a bespoke creative service or solution provided to the Advertiser by News UK as part of the Advertising Services.
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Chargeable Events means the impressions, clicks, views, conversions, or other actions on which the calculation of the Charges (or any element of the Charges) payable for digital Advertising Services is based.
Charges has the meaning set out in clause 8.1.
Contract has the meaning set out in clause 2.2.
Copy means all information, materials and content in any format provided or made available (or required to be provided or made available) by or on behalf of the Advertiser to News UK for use in connection with the Advertising Services, including any text, specifications, products, software, code, trade marks, logos, branding, images, illustrations, advertisements, brochures, photographs, video or audio files, data or other content, whether finished or in preparation.
Copy Deadline(s) means the deadline(s) by which the Advertiser must provide News UK with any Copy (or other relevant materials) as set out in the Delivery Specification, or as otherwise agreed in an Order Confirmation.
Data Protection Legislation means all applicable privacy related laws and regulation, including (i) Regulation (EU) 2016/679 (“GDPR”); (ii) the Directive on Privacy and Electronic Communications 2002/58/EC; (iii) any applicable national data protection laws and/or regulations enacted under or pursuant to (i) and (ii) and any successor laws and regulations (including the Data Protection Act 2018, the UK GDPR and other applicable laws and regulations); and (iv) all codes of practice and guidance issued by national regulators relating to the laws, regulations and EU legislation set out in (i) to (iii) above, in each case as amended or superseded from time to time. The terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processor” and “Supervisory Authority” shall have the meanings given to them in the GDPR.
Delivery Specification means the Copy Deadlines and technical specifications for display and classified advertising in the News UK Publications as set out at www.newsukadops.com as may be amended by News UK from time to time, or as otherwise agreed in an Order Confirmation.
Direct Advertiser means a person, firm or company making a Booking with News UK other than through an Agency.
Force Majeure Event means an event beyond the reasonable control of News UK including strikes, lock outs or other industrial disputes (whether involving the workforce of News UK or any other party), failure of a utility service or transport network, act of God, natural disaster, epidemic or pandemic, illness, public health concern in relation to potential infection, war, riot, civil commotion, accident, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, transportation or ICT infrastructure, default of suppliers or subcontractors, fire, or adverse weather conditions such as flood or storm.
Group means in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
Insolvency Event means in respect of a party: (i) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; or (ii) the appointment of an administrator of, or the making of an administration order in relation to, that party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking, assets, rights or revenue; or (iii) that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; or (vi) that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or (v) that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Confirmation has the meaning set out at clause 2.2.
News UK means News UK & Ireland Limited registered in England and Wales with company number 01893198 or one of its Group members, as may be specified in an Order Confirmation.
News UK Policies means all policies, policy guidelines, brand and style guidelines and/or other reasonable directions that News UK notifies to the Advertiser from time to time.
News UK Properties means the properties on which inventory is made available for the display or delivery of Advertisements in News UK Publications.
News UK Publications has the meaning set out in clause 1.1.
Production Date means the first date on which the Advertising Services are due to be delivered, as specified in an Order Confirmation, or, if there is no Order Confirmation, the first date on which the Advertising Services are provided following a Booking.
Production Deadline has the meaning set out in clause 7.1.1.
Trading Agreement means an overarching agreement between News UK and the Advertiser relating to Advertising Services that is intended to apply to all contracts entered into by the Advertiser with News UK during a prescribed period, with provisions setting out aggregated arrangements applying to an Advertiser.
Unacceptable Content means any material:
(a) of any nature which is or which contains anything which is or may:
(i) be unlawful, harmful, threatening, defamatory, obscene, libellous, fraudulent, infringing, harassing or racially or ethnically offensive;
(ii) facilitate illegal activity, depict sexually explicit images, promote unlawful violence, discriminate on the basis, or incite hatred of, any race, religion, ethnic group, creed, class, gender, colour, sexual orientation or disability, or of any individual or group;
(iii) contain profanity, nudity or suggestive content or images, describe, depict, or glorify pain, suffering, torture, violence or death of or against humans or animals;
(iv) promote adult products, including sex toys and sexual enhancers, promotes adult-themed dating, escort services, “mail-order brides”, or similar services;
(v) promote any products, services, or content that is illegal or promotes harmful activity (including sites that provide “how-to” information on bomb-making, lock-picking, and similar topics) or facilitates or promotes copyright infringement, libel, fraud;
(vi) promote electronic cigarettes or vaping devices; or sell or promote illegal drugs, drug paraphernalia, ways to pass a drug test, tobacco, cigarette papers, or blunt wraps;
(vii) promote fireworks, hacking, cracking, or warez, P2P file-sharing, torrent, firearms, ammunition, bombs or other weapons, or related design materials, including handgun safety certificates and BB guns;
(viii) be unbranded, expand beyond its size, initiate a download, mimic system errors or messages, pop-up on a webpage upon banner open or page exit, or automatically refresh or redirect the user to a new page or app;
(ix) be misleading or contain content that is not reflective of what the user will find on the clickthrough URL, or contain annoying or distracting images, excessive animation, or audio that is triggered by anything other than a click (such as auto-play or rollover-initiated audio); or
(x) employ phishing techniques or seek to trick the user into providing sensitive information by misrepresenting the identity of the advertiser;
(b) which violates any Applicable Law or which infringes the rights, including the Intellectual Property Rights or other proprietary, contractual, publicity or privacy rights, of any person; or
(c) which breaches any acceptable content policies or other News UK Policies that may be provided by News UK to the Advertiser from time to time; or
(d) which is damaging or prejudicial to the reputation of News UK or any of the News UK Publications; or
(e) which contains or installs any Virus and/or other malicious or harmful content;
or (in each case) which links to any website, app or other online property which contains any such material.
Virus means “trojans”, “worms”, “logic bombs”, “cancelbots” or other malware or harmful code as the same may be generally understood within the computing industry from time to time.
VAT means value added tax and/or any other equivalent sales or turnover tax at the prevailing rate from time to time.
In these Conditions, the following rules apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted; (c) a reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (e) a reference to writing or written includes e-mails; and (f) unless a right or remedy of News UK is expressed to be an exclusive right or remedy, the exercise of it by News UK (or any delay or forbearance) is without prejudice to News UK’s other rights and remedies.
Schedule 2 – Advertising services
General
1.1 Copy. The Advertiser shall deliver correct Copy to News UK in accordance with the Delivery Specification and supply clear and unambiguous instructions to News UK as regards Copy rotation.
1.2 Sub-copy. When substituting a previously delivered piece of Copy with a replacement, the Advertiser must clearly identify that it is supplying replacement Copy and notify News UK in writing to that effect. Unless otherwise agreed in writing, all changes and notifications must be received by News UK prior to the Copy Deadline.
1.3 Copy-splits. When submitting Copy, the Advertiser must clearly specify in writing the region or zone in which the Advertisement should be published, where appropriate.
1.4 Alterations. News UK shall have the right to alter any Advertisement by cropping, overlaying, reducing or increasing the size, or reconfiguring or re-purposing for use in digital editions. In the case of Advertisements in Births, Marriages and Deaths, News UK shall also have the right to edit the text of the relevant Advertisement, including by reducing the word count and/or making any changes to grammar, which are in the opinion of News UK required or desirable, or to put the Advertisement into house style.
1.5 Sponsorship. Where the Advertising Services relate to the provision of sponsorship products or services, the Advertiser acknowledges and agrees that nothing in the Contract shall be construed as in any way restricting the editorial discretion and activities of News UK (or its Group) in relation to the sponsored content. News UK (or its Group) has sole editorial control over such sponsored content, and may publish any articles, stories or any other material about or in relation to the Advertiser or the sponsored content. The Advertiser acknowledges that News UK (or its Group) may label sponsored content as “sponsored by” or such other label as News UK (or its Group) deems appropriate at its sole discretion to ensure that it complies with Applicable Laws.Print-only provisions
2.1 News UK has no obligation to provide tear sheets for print Advertisements (or the page containing the Advertisement or copy of the issue in which the Advertisement appears) and provision (or non-provision) of such materials shall not affect the Advertiser’s obligation to pay the Charges.
2.2 Insert (or onsert) runs are based on capped print figures and are News UK's reasonable estimate based on current print and circulation information.
2.3 All deliveries of inserts (or onserts) should include an extra quantity to each delivery address to allow for 1% wastage.
2.4 If the Advertiser fails to provide enough inserts (or onserts) for the run, News UK may charge for the full run.
2.5 If there are excess quantities of inserts (or onserts), the Advertiser can either collect these overs or request that News UK re-run them (which will be treated as a separate Booking and charged separately).
2.6 News UK may destroy excess quantities of inserts (or onserts) unless the Advertiser informs News UK within 7 days of the end of the run of the Advertiser's intention to collect or rerun.
2.7 Clear written details of coded inserts must be provided by the Advertiser at the time of the Booking.
2.8 News UK offers a limited number of copy splits per print edition. News UK’s ability to offer types or combinations of copy split is subject to events of the day including:
2.8.1 breaking news and editorial requirements of News UK;
2.8.2 anything that might affect its production schedule including any complications with the printing and delivery of the edition.Digital-only provisions
3.1 Unless expressly stated in an Order Confirmation, News UK does not guarantee levels of readership, distribution or circulation levels, nor any response rate or number of impressions, clicks, views, conversations (or other Chargeable Events) for any Advertising Services or Advertisement.
3.2 News UK does not guarantee the availability or the absence of technical or other disturbances on the internet that may affect the Advertising Services.
3.3 The Advertiser acknowledges and agrees that discrepancies of up to 10% regarding the number of impressions served are common due to a variety of technical reasons.
3.4 News UK’s measurement tools shall be the source for determining the number of Chargeable Events. The Advertiser acknowledges and accepts that, unless otherwise agreed in writing, News UK's statistics are final and binding and no other statistics will be accepted by News UK. Notwithstanding the foregoing, if the Advertiser notifies News UK that there is a discrepancy between the Advertiser’s calculation of the Chargeable Events and News UK’s calculation by a margin of 10% or more, the parties will facilitate a good faith reconciliation effort between News UK’s measurements and the Advertiser’s measurements.
3.5 The parties shall comply with News UK’s Brand Safety Policy (click to download) and Digital Advertising Policy at News UK Digital Advertising Policy.
3.6 Where the tablet booking allows for a URL field, News UK will apply a generic brand level URL to the Advertisement if one is not supplied by the Advertiser.
3.7 News UK is a member of the AOP and has contributed to the development of the AOP’s protocol for use by publishers when engaging with media agencies, ad tech vendors, trading desk bidders and ad servers (the “AOP Protocol”). News UK therefore requires all Advertisers to commit to complying with the AOP Protocol (as updated or amended from time to time) in connection with the deployment by Advertisers of cookies, pixels, tags or similar tracking technologies in or on any digital medium included within News UK Properties. The Advertiser undertakes to comply with the AOP Protocol, which is hereby incorporated into the Contract by reference.Creative-only provisions
4.1 If, as part of the Advertising Services, News UK supplies Bespoke Services, unless agreed otherwise in an Order Confirmation, the approval process shall vary according to the nature of the Bespoke Services as follows:
4..1.1 Advertorial content. News UK will provide two proofs of campaign material for the Advertiser to approve. The Advertiser may request major amendments to the first proof. The Advertiser may request only minor amendments to the second proof, as reasonably determined by News UK. Any further amendments or approvals will be subject to the charges set out in paragraph 4.2 below. Advertorial content executions will be labelled "Advertising Feature".
4.1.2 Commercial editorial content. News UK will share an editorial synopsis with the Advertiser. Once approved, there is no further sign-off or approval process for the content created. Commercial editorial executions will carry the Advertiser’s logo and wording of "commercial feature in association with" or similar, in accordance with Applicable Laws.
4.1.3 Non-standard solutions. The parties shall comply with the sign-off process for non-standard solutions provided by News UK to the Advertiser on or around the time of the Booking.
4.2 Charges. Any requests for amendments by the Advertiser, other than those permitted under paragraph 4.1, will be subject to a charge of £500 plus VAT per additional round of amendments.
4.3Deadlines. If the Advertiser fails to confirm its rejection or approval of any Bespoke Materials within 5 Business Days of News UK’s written request (or within such alternative timeline notified to the Advertiser by News UK or specified in the Order Confirmation), the relevant Bespoke Materials shall be deemed approved. If the Advertiser or Authorised Advertiser Approver (defined below) fails to provide comments or approval by the notified deadline for the "as-to-press" proof, Bespoke Materials will be deemed to be approved.
4.4 Advertiser Copy. The Advertiser shall ensure that where Copy is required by News UK in order to generate Bespoke Materials, all or any Copy is provided promptly and is complete, accurate and true. The Advertiser shall, on request by News UK, provide factual evidence in support of such Copy.
4.5 Where such Copy includes material which is subject to Intellectual Property Rights or other rights of third parties (including contractual rights), the Advertiser shall ensure that all usage rights have been granted or waived in writing by the relevant third party in order to permit the creation of the Bespoke Material and the supply of the Bespoke Services.
4.6 Approvals. For the purposes of this paragraph 4, any reference to "approval" to be given by the Advertiser shall mean the Advertiser giving approval by one of the following methods: (a) e-mail from the individual business e-mail address of the Advertiser personnel specified in the applicable Order Confirmation who have the authority to bind the Advertiser contractually in matters relating to the Contract (and any successor(s) notified to News UK) (an "Authorised Advertiser Approver"); or (b) the signature of an Authorised Advertiser Approver.
4.7 The Advertiser’s approval of proposals, copy, layouts, or artwork will be News UK’s authority to purchase production materials and prepare proofs or samples or enter into third party arrangements. The Advertiser’s approval of proofs or samples will be News UK’s authority to go to production and publish.
4.8 Proof periods. Where News UK is requested to provide Bespoke Services for classified print advertising, a proof period is required as follows:
4.8.1 Typographic proof with proof – 3 Business Days before insertion; or
4.8.2 Typographic proof without proof – 2 Business Days before insertion.
4.9 Proofs. Where News UK is requested to provide Bespoke Services for classified print advertising, News UK will issue a single proof (where requested) to check for typographic errors; all proofs will be supplied with a News UK watermark. News UK is unable to provide typographic proofs for advertising sizes of 3x1s or smaller; and layout and design will not be amended.
4.10 Cancellation. In the event of any cancellation or amendment of Advertising Services under this paragraph 4, which is either requested by the Advertiser pursuant to clause 7 of the Conditions or due to any Advertiser Default, Advertiser will reimburse News UK for: (a) the costs of any services performed by News UK's personnel (calculated on a time spent basis upon the basis of such personnel’s standard rates); and (b) any third party costs incurred or committed to by News UK in connection with such cancelled services.
4.11 Bespoke content terms. Unless agreed otherwise in an Order Confirmation, in addition to this paragraph 4, all Bespoke Services are also subject to https://www.thetimes.co.uk/static/bridge-studio-branded-content-terms-and-conditions/.
Schedule 3 – Anniversary Rights
If the Advertiser purchases a media placement in one of the Relevant Formats (as defined in paragraph 11 below) (the "First Placement") then, subject to the other provisions of this Schedule 3, the Advertiser shall have a right to purchase a media placement in the same Relevant Format the following year on the anniversary of the First Placement (the "Anniversary") by making a Booking. For example, if the First Placement was published on Saturday 4th January 2020, the Anniversary would be the equivalent same weekday the following calendar year which is the closest in time to the original date, in this case being Saturday 2nd January 2021. For the avoidance of doubt, if the First Placement was targeting an event, the Anniversary does not move with the event. All Anniversaries are based on a like-for-like format, e.g. When a IFC DPS is booked in The Times, the Anniversary is for a IFC DPS not a 1st LH Premium Fractional.
The rights set out in this Schedule 3 (the "Anniversary Rights") shall not apply where the anniversary would take place on (or during): (a) Boxing Day; (b) Saturdays and Sundays during the Premiership season for sport; (c) FIFA World Cup, UEFA Euro Finals, IRB Rugby World Cup and both Summer and Winter Olympic Games.
News UK can make the relevant Advertising Services available to third parties if: (a) the Advertiser fails to exercise its Anniversary Rights by making a Booking on or before the date, which is 14 days before the relevant Anniversary date; or (b) the Advertiser notifies News UK in writing that it does not wish to exercise its Anniversary Rights.
Advertiser’s Anniversary Rights may be challenged by another buyer (a "Challenger") if: (a) the Advertiser has not yet entered into a binding Contract for the Anniversary booking; or (b) the Challenger wishes to book a format on a tier that supersedes the Advertiser’s reservation or booking. The hierarchy of tiers are set out in the table in paragraph 11.
News UK shall notify the Advertiser in writing if there is a challenge pursuant to paragraph 4. News UK shall be entitled to accept the booking requested by the Challenger if the Advertiser does not within 48 hours of such notice enter into a binding Contract for the Anniversary booking and, where the Challenger is seeking to book a higher tier, upgrades to a tier which is equal to or higher than the one requested by the Challenger.
Challengers agree that they cannot subsequently cancel a booking if successful in a challenge pursuant paragraph 4.
Where an Advertiser upgrades the format, whether unprompted or as a result of a challenge pursuant to paragraph 4, the relinquished format can be sold to another buyer, e.g. if a Sun FH takeover is upgraded to Full Newsprint Wrap, the relinquished FH takeover is available to another buyer.
Where two buyers have Anniversaries for the same issue, and one buyer upgrades to a format that excludes the other, the buyer that books the upgrade takes precedence, e.g. Times FH takeover and Times IBC DPS with the former upgrading to a half wrap.
Where a Challenger looks to book an ad that precludes two anniversaries, the anniversary on the higher tier takes precedence (first opportunity to upgrade). Where both are on the same tier, the anniversary running in the front-half of the main-book takes precedence. Where both are in the front-half of the main-book, the anniversary booked first (according to News UK’s online booking system) takes precedence.
Where ad positioning allows, multiple insertions from within the same tier or multiple tiers can run. E.g. Times Front Half Takeover and Times IBC DPS.
The table below sets out the ad formats to which the Anniversary Rights shall apply ("Relevant Formats") and the hierarchy of tiers for the purposes of this Schedule 3.
FAQs
Which set of terms and conditions apply to my transaction with News UK?The Standard Terms and Conditions apply to all customers without pre-negotiated credit terms or a current written contract with News UK.
I am a regular customer and would like to agree credit terms with News UK, how do I do this?Please contact your appropriate Sales representative listed at http://newscommercial.co.uk/contacts
There is a problem with my booking which hasn't yet been published, what do I do?Please contact your appropriate Sales representative listed at http://newscommercial.co.uk/contacts
I would like to cancel or amend my booking, what do I do?Please contact your Sales representative (http://newscommercial.co.uk/contacts) as soon as possible, who will advise what amendments are possible within News UK production processes and these Ts and Cs, including the Cancellation Policy.
There was a problem with my advertisement on the publication date, what do I do?If you believe the advertisement featured incorrect copy, didn't appear where / when you expected it to or was of unacceptable production quality please contact your Sales representative (http://newscommercial.co.uk/contacts). News UK will not accept any liability until a full investigation has been carried out.
Why does News UK have copy/booking deadlines?Although News UK has invested in state of the art printing facilities, the content of each day's newspaper or magazine requires considerable planning and co-ordination with deadlines at each stage to ensure their timely delivery to readers each day. Advertisements booked or delivered late may miss the deadline for inclusion in a publication.
Why does News UK have cancellation charges?Advertisements cancelled close to the publication date may be removed from the publication, however, the space allocated may subsequently have to be filled at a cost to News UK.