Schedule: Media Buying Services
This Schedule (the “Schedule”) is incorporated into and forms part of the General Terms and Conditions between the Client and the Agency. Capitalised terms have the meanings given in the General Terms unless defined in this Schedule. References in this Schedule to the “Agreement” mean the General Terms together with this Schedule. In the event of a conflict between this Schedule and the General Terms, the General Terms prevails except where this Schedule expressly states otherwise.
Interpretation and order of precedence
1.1 This Schedule applies to the Agency's provision of media planning, buying and related media services (the Services).
1.2 Order of precedence. If, in relation to any Scope of Work or Order Form, there is a conflict or inconsistency, then to the extent of the conflict:
- (a) any Special Terms in the applicable Scope of Work or Order Form prevail;
- (b) this Schedule prevails over the General Terms for media buying matters it expressly addresses;
- (c) the General Terms applies; and
- (d) the remainder of the Scope of Work or Order Form.
1.3 References to Applicable Laws include all applicable laws, regulations, regulatory guidance and advertising codes (including CAP, BCAP and ASA guidance), as updated from time to time.
Scope of Services
2.1 The Agency shall provide the Services in accordance with the Agreement, good industry practice and any SoW or Insertion Order agreed in writing.
2.2 Unless expressly stated otherwise in the Agreement, the Agency is not responsible for the preparation, content, production or supply of advertising copy or creative materials.
2.3 The Agency acts as a principal at law in media contracts unless expressly agreed otherwise in writing.
Approvals and booking authority
3.1 Following the Client's general written approval of campaign plans, the Agency shall submit for the Client's specific written approval (a) media schedules for time, space and other facilities; and (b) estimates or quotations for the costs of media and related services and the applicable terms of payment. The Client may designate authorised approvers in writing; absent such designation, the Agency may rely on approvals from Client personnel reasonably involved in the project.
3.2 The Client's written approval of media schedules and estimates constitutes the Agency's authority to make reservations and enter into contracts for space, time and other facilities on the terms required by the relevant media owners or suppliers.
3.3 The Agency has no obligation to place bookings unless and until the Client has provided a valid purchase order (PO) number or pre-funds/advance payment where required by suppliers; however, absence or delay in issuing a PO does not affect the validity or enforceability of invoices under the General Terms.
3.4 The Agency will promptly notify the Client of material changes in estimated costs, plans, schedules or work previously approved in writing by the Client.
Fees, commission and payment
4.1 In consideration of the Services, the Agency is entitled to retain the agency commission negotiated with the relevant publisher or supplier (Agency Commission). If (a) no Agency Commission is agreed with a publisher or platform, or (b) the agreed Agency Commission is below fifteen per cent (15%) of the gross equivalent media spend, the Client shall pay such additional amount to the Agency as ensures the Agency's net receipt equals 15% of the gross equivalent media spend. For clarity, the Client remains responsible for all media costs in addition to any commission payable to the Agency.
4.2 Additional fees for programmatic media planning and buying (including, without limitation, audience data costs, DSP, DMP, brand safety and verification technologies, contextual targeting, campaign set-up and optimisation) shall be as set out in the Fees section of the applicable SoW or this Schedule, or as otherwise agreed in writing.
4.3 PPC. Pay-per-click/search advertising (e.g., Google Ads) is excluded from this Schedule and is governed by separate terms agreed in writing.
4.4 Additional fees for reporting, lead data management, optimisation and campaign management are as set out in the applicable SoW or otherwise agreed in writing.
4.5 Media charges are based on current published or negotiated rates and shall be passed through as incurred unless otherwise agreed.
4.6 Where media, materials or services are purchased overseas, the Client shall be charged at the mid-point exchange rate as quoted in the following day's Financial Times in operation on the date the Agency pays the relevant supplier, and costs may differ from prior estimates due to currency fluctuation.
4.7 Invoicing and payment mechanics (including timing, taxes, set-off, interest and currency) are governed by the General Terms and any applicable Scope of Work billing schedule. For clarity, this Schedule supplements the General Terms only as to the media-specific items in clauses 4.1–4.6 and 4.8–4.10.
4.8 If the Agency incurs supplier charges due to the Client's late payment, the Client shall immediately reimburse the Agency for those charges and any supplier interest. If media owners levy late copy or late payment charges, the Client shall reimburse the Agency for those charges.
4.9 To fund the UK self-regulatory system, a 0.1% levy is payable: (a) to ASBOF on applicable non-broadcast advertising; and (b) to BASBOF on applicable broadcast advertising. The Agency shall add applicable levies to relevant invoices. No Agency Commission is payable on levy amounts. The Client is solely liable for such levies.
4.10 Unless otherwise expressly agreed in the General Terms or SoW, the Agency may retain any supplier rebates, credits, incentives, value-add benefits or similar arrangements negotiated by the Agency with media owners or ad tech providers that are not expressly priced into Client media rates.
Cancellations and amendments
5.1 If the Client amends or cancels any booked media, the Client shall reimburse: (a) all charges and expenses to which the Agency is committed or which arise due to such amendment or cancellation (including publisher/platform cancellation charges); and (b) a fee in lieu of the Agency Commission that would otherwise have been earned on the cancelled media.
5.2 The Client acknowledges that each media owner or platform may apply its own cancellation lead times, fees and makegood policies, which will apply to the relevant bookings.
Delivery, performance and verification
6.1 The Agency shall use reasonable endeavours to ensure the accuracy of estimates and targets relating to audience delivery, exposures/frequency and costs. As these are ultimately outside the Agency's control, the Agency gives no warranty as to their accuracy and shall have no liability for losses arising from reliance on estimates or targets.
6.2 Where a media owner or platform under-delivers against booked impressions, spots or agreed metrics, the Agency will use reasonable endeavours to secure reasonable makegoods or credits from the media owner or platform as the Client's exclusive remedy, unless the General Terms expressly provides otherwise.
6.3 Unless agreed otherwise in an SoW, the Agency will apply reasonable brand safety, fraud mitigation and viewability practices and may deploy third-party verification tools where commercially reasonable. Any incremental costs will be chargeable as agreed in writing.
6.4 Third-party verification, attention or measurement services may be used where agreed. The parties acknowledge that different measurement tools may produce different results; measurement outputs are not guaranteed.
Agency responsibilities
7.1 The Agency shall exercise reasonable skill and care in selecting and appointing media suppliers and in agreeing the terms of their appointment.
7.2 The Agency is not responsible for the content of Client or third-party creative, for late delivery of Client/third-party materials, or for advising on compliance of creative content unless expressly engaged to do so in writing.
Client responsibilities
8.1 The Client shall provide timely approvals, materials and instructions, and shall ensure that all advertising content, product claims, substantiation and targeting instructions comply with Applicable Laws and advertising codes.
8.2 The Client shall promptly inform the Agency if any advertising is or becomes false, misleading or otherwise non-compliant.
8.3 The Client shall not direct the Agency to place advertising in a manner that breaches Applicable Laws, platform policies or advertising codes.
Compliance and platform terms
9.1 Each party shall comply with Applicable Laws and advertising codes (including CAP and BCAP Codes and ASA guidance) relevant to the Services.
9.2 The Client acknowledges that platform, publisher and ad tech provider terms, policies and technical requirements apply to media placements and may change from time to time; compliance with such terms is required for the relevant bookings.
9.3 The parties will each comply with applicable privacy, e-privacy and marketing laws, including transparency and consent requirements applicable to digital media and ad tech. The Client is responsible for obtaining all end-user consents and permissions needed for targeting, retargeting and measurement, and for providing compliant notices.
Data, privacy and ad tech
10.1 The parties' respective data protection obligations are governed by the General Terms and any applicable data protection schedule. No personal data will be shared unless expressly agreed in writing and subject to appropriate data protection terms.
10.2 Where the Agency uses third-party ad tech or verification providers, they act as the Agency's vendors or sub processors as applicable. The Client authorises the Agency to appoint such providers for the purposes of delivering, optimising and measuring media.
10.3 The Client warrants it has all rights, consents and notices required to use any audience lists, customer data or targeting segments supplied to the Agency for media activation. The Client shall not supply special category data or children's data for targeting unless expressly agreed and appropriately safeguarded.
Media owner terms and transparency
11.1 Bookings are subject to the terms and conditions of the relevant media owners and platforms and any Third Party Contracts referenced in the applicable Scope of Work under the General Terms. The Client accepts that such terms govern delivery, makegoods, cancellations and related remedies, and shall comply with any usage or licence restrictions notified in writing.
11.2 The Agency shall maintain reasonable records of bookings and costs for audit in accordance with the General Terms. Any audit rights and processes are as set out in the General Terms.
11.3 Rate cards, pricing, supplier agreements, trading incentives and bid strategies constitute the Agency's Confidential Information and are protected under the General Terms.
Intellectual property
12.1 Ownership of media plans, strategies, tooling, methodologies, trading data and know-how remains with the Agency, subject to any licence or ownership terms expressly set out in the General Terms. The Client receives a licence to use deliverables for its internal business purposes and campaign execution, as set out in the General Terms.
12.2 The Client is responsible for obtaining and paying for any third-party rights, licences or clearances for creative content and product claims.
Warranties, liability and indemnities
13.1 Each party gives the warranties set out in the General Terms. To the fullest extent permitted by law, all other warranties are excluded.
13.2 Liability. The exclusions, caps and remedies in the General Terms apply to the Services under this Schedule. The Agency shall not be liable for failures or shortfalls by media owners, platforms or third-party providers, save to the extent expressly provided in the General Terms.
13.3 Indemnities. Any indemnities are as set out in the General Terms. Without limiting the foregoing, the Client shall indemnify the Agency for losses arising from the content of Client-supplied advertising, targeting instructions or lack of substantiation for claims.
Term, termination and effect of termination
14.1 Term and termination are governed by the General Terms.
14.2 On termination or expiry, the Client remains responsible for: (a) all media costs incurred or committed prior to the effective date; (b) any publisher/platform cancellation charges; and (c) fees in lieu of Agency Commission on cancelled bookings as described in clause 5.1(b).
General
15.1 Anti-bribery, sanctions and modern slavery. Each party shall comply with Applicable Laws relating to anti-bribery, sanctions and modern slavery and with the relevant provisions of the General Terms.
15.2 Force majeure. Force majeure is governed by the General Terms.
15.3 Survival. Clauses which by their nature should survive termination, including clauses 4, 5, 6.2, 9, 10, 11, 12, 13, 14 and 15, shall survive.