Lead Generation Terms and Conditions

These Prospect Digital Lead Generation Terms and Conditions ("Ts & Cs") apply to all promotions, competitions or other offers (each an "Offer") that are agreed by Prospect Digital, a division of Media Initiatives Group Limited, a company registered in England and Wales under company number 3641486, acting ("Prospect Digital") to be used in connection with lead generation opportunities that Prospect Digital (or any of the other divisions of Media Initiatives Group Limited) places on certain interactive properties ("Publisher Media") by agreement with the proprietors (each a "Publisher") of those properties. Anyone that enters into any arrangement with Prospect Digital to provide one or more Offers (a "Lead Generation Advertiser"), usually (but not exclusively) by means of Prospect Digital’s Lead Generation Insertion Order, (each a "Lead Generation IO"), is deemed to agree to these Ts & Cs; Prospect Digital does not permit any other terms or conditions to apply to such arrangements. A Lead Generation IO in combination with these Ts & Cs constitutes an "Agreement". If an Agency is identified in and enters into a Lead Generation IO, it is treated as the Lead Generation Advertiser for the purposes of these Ts & Cs.

1. Inclusion of Offers on Publisher Media

a. Prospect Digital shall be entitled, in its discretion, to place on one or more Publisher Media any Offer specified in a Lead Generation IO that complies with these Ts & Cs.
b. Unless otherwise expressly agreed in writing by Prospect Digital in the relevant Lead Generation IO, timing and positioning of Offers shall be at the discretion of Prospect Digital and the relevant Publisher, and shall appear on such Publisher Media, or part thereof, as may be selected by Prospect Digital. Offers will typically appear adjacent to a place on the Publisher Media where users may provide personal data (such as registration information) to the Publisher, and will be automatically populated with a relevant portion of such personal data.
c. Lead Generation Advertiser undertakes to provide to Prospect Digital, at Lead Generation Advertiser’s expense, all creative and other materials which are to be included in the Offers (collectively, "Materials"). The Materials shall be provided in such format, by such means of submission, and such period in advance of the planned commencement date of the relevant Offers, as Prospect Digital specifies from time to time.
d. Lead Generation Advertiser acknowledges that all Materials are subject to the approval of Prospect Digital and the Publisher. Any review of and/or approval by Prospect Digital of Materials shall not be deemed to constitute an acceptance by Prospect Digital or the Publisher that such Materials comply with these Ts & Cs, nor does it constitute a waiver of Prospect Digital’s or the Publisher 's rights hereunder. Prospect Digital reserves the right to require modification or replacement of Materials that do not meet Prospect Digital’s or the Publisher’s requirements.
e. Lead Generation Advertiser may provide reasonable updates to Materials for Offers, consistent with Prospect Digital’s above requirements. Prospect Digital will arrange for the placing of such updates within a reasonable time after receipt from Lead Generation Advertiser.
f. Prospect Digital shall be entitled to dispose of any Materials delivered to it unless prepaid return arrangements have previously been made between Prospect Digital and Lead Generation Advertiser.
g. Lead Generation Advertiser acknowledges that Prospect Digital does not own, and is not responsible for the content or any legal compliance of, Publisher Media.

2. Lead Generation

a. Each Offer shall be presented to users on a basis that requires an active (not a passive) assent (the "user assent"), such as by means of an unticked box that the user must click to agree to the provision of his/her personal data to the Lead Generation Advertiser. Any personal data provided to the Lead Generation Advertiser as a result of a user assent constitutes a "Lead".
b. The content and appearance of the user assent shall be as specified by Prospect Digital, and subject to the Lead Generation Advertiser’s agreement, which agreement shall not be unreasonably withheld.
c. The Lead Generation Advertiser shall use all personal and other data contributed by persons giving user assent only as authorised pursuant to that user assent.
d. The Lead Generation Advertiser shall be responsible for ensuring that each user assent complies with the legal and regulatory requirements that apply to it.
e. Unless otherwise agreed in the Lead Generation IO, the same personal data comprised in a Lead may be provided to other lead generation customers of Prospect Digital.
f. Prospect Digital may include control personal data (that is, invented personal data) in the Leads which user assent is ostensibly given, with a view to ensuring that the Lead Generation Advertiser complies with its obligations under this Agreement. A charge will not be made for such Leads, but Prospect Digital is not obliged to identify which Leads comprise control personal data.
g. If so notified by Prospect Digital, the Lead Generation Advertiser agrees to cease using, and to remove from all databases on which they are held, all Leads that relate to a named user or user assent.
h. A "Campaign" is the measurable quantum of Leads specified in the Lead Generation IO; a Campaign will be completed when the number of Leads set out in the Lead Generation IO have been delivered (the "Completion Criteria").

3. Payment for Leads

a. Subject to any other invoicing arrangement expressly set out in the relevant Lead Generation IO, Prospect Digital will be entitled to invoice the Lead Generation Advertiser for each Lead at the rate specified in the Lead Generation IO (the "Lead Generation Fees"); provided that Prospect Digital shall be entitled to require payment in advance of Prospect Digital’s estimate of the Lead Generation Fees for the entire duration of a Campaign if the Lead Generation Advertiser has not been approved by Prospect Digital’s finance department for credit.
b. Unless otherwise specified in the Lead Generation IO, Prospect Digital will be entitled (but not obliged) to issue such invoices monthly.
c. All invoices for Lead Generation Fees shall be paid within 30 days of the relevant invoice date.
d. If any Lead Generation Fees unpaid, Prospect Digital shall have the right, in its sole discretion, to discontinue all Offers and provision of Leads pending the Lead Generation Advertiser’s payment of all sums that are due. The Lead Generation Advertiser will be responsible for all reasonable expenses (including legal fees) incurred by Prospect Digital in collecting unpaid amounts; and Prospect Digital shall be entitled to require Lead Generation Advertiser to pay interest at the rate of three per cent above the then-current annual base rate of HSBC Bank from the date of the relevant invoice until the actual date of payment.
e. In the event that any taxes (such as Value Added Tax) are required to be paid on sums specified in a Lead Generation IO, such taxes shall be assumed and paid by Lead Generation Advertiser in the amount and manner specified by law.

4. Reporting

a. The performance of Campaigns, and the delivery of Leads, shall be determined exclusively on the basis of Prospect Digital’s statistics.
b. Prospect Digital shall provide to the Lead Generation Advertiser periodic reports of Leads.
c. After a Campaign has completed, the Lead Generation Advertiser may request from Prospect Digital a report detailing how the criteria for completion of the Campaign have been satisfied (a "Completion Report"). If so requested by the Lead Generation Advertiser, Prospect Digital will obtain a Completion Report from the provider of the Ad Software and forward it to the Lead Generation Advertiser.
d. If so requested by the Lead Generation Advertiser, Prospect Digital will issue the Lead Generation Advertiser with one login to the Ad Software for each campaign of Offers. This login will allow the Lead Generation Advertiser to have access to information regarding the day-to-day activity of an Offers campaign.

5. Content of Offers

a. Lead Generation Advertiser undertakes that it is, and will continue to remain, entitled to include each item of Offers, and to authorise Prospect Digital to include each Offer, in Publisher Media.
b. Lead Generation Advertiser undertakes that each Offer, all of its content and any web-sites or other properties linked to from it do not and will not appear to (a) infringe any applicable law, rule, regulation, standard or code (including, without limitation, any promulgated by the United Kingdom Offers Standards Authority or any equivalent entity in any jurisdiction in which such advertisement is accessible), (b) infringe the intellectual property (including, without limitation, copyright) or other rights of any person or entity, nor require payment (including mechanical royalty or performing rights payments for use of music, union payments, rental right payments, author royalties or trade mark royalties) to be made, (c) infringe exclusive sponsorship rights, whether in relation to a sporting event or competition or otherwise, apparently held by a third party, (d) fail to conform to restrictions on the material that may appear therein, as expressed in the Lead Generation IO or in any communication received by the Lead Generation Advertiser from Prospect Digital, whether in writing, by email or orally, or (e) contain any virus, worm, Trojan horse or other contaminant that may be used to access and modify, delete or damage any data file or other computer program.
c. Lead Generation Advertiser agrees to indemnify and keep indemnified Prospect Digital and its officers and employees against all claims, demands, liabilities, costs and expenses, including reasonable legal fees on a solicitor and client basis, arising in connection with any breach of sub-Clause a. or b. above, or any other provision of an Agreement.
d. Prospect Digital shall be entitled to remove from Publisher Media without notice and without compensation to the Lead Generation Advertiser any Offer that appears (in Prospect Digital’s, a Publisher’s or any notifying person’s reasonable opinion) to contravene sub-Clause a. or b. above.
e. Unless Prospect Digital agrees otherwise in writing, Lead Generation Advertiser shall not be entitled to access or use, and shall gain no rights in, any information collected by Prospect Digital concerning users of Publisher Media on which any Offers appears.
f. Lead Generation Advertiser grants to Prospect Digital and the Publisher the right to reproduce, throughout the world, on or in promotional material relating to Offers, Prospect Digital or the opportunity to advertise on Publisher Media, screen shots of all or any part of an Offer as it appears on Publisher Media.

6. Restrictions

a. Lead Generation Advertiser may not resell, assign or transfer any of its rights (including, without limitation, the right to place any Offer) or obligations under an Agreement without Prospect Digital’s prior written consent.
b. Each party shall comply with such duties (including, without limitation, any as to privacy, confidentiality or data protection) as it may owe in respect of any information that comes into its possession or control in connection with any Offer or other activity conducted under a Lead Generation IO.

7. Objectives

Except as may be contained expressly in a Lead Generation IO, the Lead Generation Advertiser acknowledges that:

a. no undertaking is given as to the number of Leads that may be provided under these Ts & Cs; and
b. any proposed objectives, target audience or proposed tactics are indicative only, and Prospect Digital does not commit to them.

8. Confidentiality

a. Each party ("Disclosee") shall keep confidential all Confidential Information of the other party ("Discloser") and shall not disclose any such Confidential Information save to such employees, agents or sub-contractors of the Disclosee who need to know the same for the purposes of an Agreement.
b. For the purposes of this Clause, "Confidential Information" means all information which is expressed to be or ought reasonably to be regarded as the confidential information of the Discloser (including, without limitation, business or financial details and arrangements of the Discloser).
c. The Lead Generation Advertiser agrees that it shall not object to Prospect Digital conducting research relating to Offers and Lead using data provided by or relating to the Lead Generation Advertiser, to be used in aggregate.

9. Warranties

Save to the extent that they are expressed in these Ts & Cs, all representations, conditions, warranties and terms relating to the services provided by Prospect Digital under or in connection with an Agreement (whether statutory or otherwise, and including, without limitation, any as to the fitness for a particular purpose, satisfactory quality or merchantability of any thereof) are hereby excluded by Prospect Digital to the fullest extent permitted by law.

10. Limitation of Liability

a. Nothing in these Ts & Cs limits Prospect Digital's liability for death or personal injury resulting from Prospect Digital's negligence.
b. If any Offers are run incorrectly or not in accordance with the relevant Lead Generation IO ("non-conformity"), then Prospect Digital’s entire liability and Lead. Generation Advertiser’s entire remedy shall be for Prospect Digital to arrange for the relevant Offers to be re-run substantially in accordance with that Lead Generation IO (save for any timing requirements contained in it). The Lead Generation Advertiser agrees to provide to Prospect Digital notice of any non-conformity within five days of the relevant Offer appearing on any of the Publisher Media.
c. Except for liability arising or dealt with under sub-Clause a. or b. above, Prospect Digital's aggregate liability arising under or in connection with an Agreement (whether such liability arises from negligence, breach of contract or howsoever) in respect of any Agreement shall not exceed the greater of: (i) the total amounts payable by Lead Generation Advertiser under the relevant Lead Generation IO; and (ii) £1,000; provided that in no event will Prospect Digital be liable to Lead Generation Advertiser or any other person for or in respect of any indirect or consequential loss or damage, or for any loss of data, profit, revenue, contracts or business, howsoever caused (whether arising out of any breach of an Agreement or these Ts & Cs, any negligence of Prospect Digital or any other person or otherwise), even if the same was foreseeable by, or the possibility thereof is or has been brought to the attention of, Prospect Digital.

11. Termination

a. Prospect Digital may immediately terminate any Lead Generation IO upon notice to Lead Generation Advertiser in the event of default by Lead Generation Advertiser in the payment of any invoice or any other breach of the terms of an Agreement. [In such event, all Net Charges under any then-outstanding Lead Generation IO shall thereupon become immediately due and payable and Prospect Digital shall be entitled to invoice the Lead Generation Advertiser for such charges and for the remainder of any Campaign under the terminated Lead Generation IO as if the Completion Criteria for it had been entirely met.]
b. Termination of these Ts & Cs shall not release Lead Generation Advertiser from its obligation to make payment for all Leads, or for other charges that have been incurred, prior to the date such termination becomes effective.
c. Lead Generation Advertiser may terminate a Lead Generation IO immediately on written notice to Prospect Digital in the event that Prospect Digital is in material breach of these Ts & Cs, and such breach remains unremedied within thirty days after written notice given by Lead Generation Advertiser specifying the breach and requiring its remedy.
d. [Additionally, the Lead Generation Advertiser may terminate a Lead Generation IO by two full working days’ notice to Prospect Digital, provided that in such event Prospect Digital shall be entitled at any time thereafter to invoice the Lead Generation Advertiser for the entirety of each Campaign under the terminated Lead Generation IO as if the Completion Criteria for it had been entirely met.] For the purposes of these Ts & Cs, "working day" means a day other than Saturdays, Sundays and public holidays in England and Wales.
e. Any termination of a Lead Generation IO under this Clause shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of the relevant Agreement which are by their construction intended to survive such termination.

12. Notices

All notices and other communications to be given under these Ts & Cs or any Agreement shall be given in writing to either party at the address or email address specified in the Lead Generation IO. All notices shall be deemed given within one day after dispatch (in the case of notice by email, provided read receipt is obtained and retained) or three working days after dispatch (in the case of notice given by first class, recorded delivery post, provided proof of sending is retained).

13. Entire Agreement

Each Agreement contains the entire agreement and understanding between the parties with respect to the subject matter thereof, and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and their agents (or any of them) and all prior representations and expressions of opinion by either party (or its agents) to the other party (or its agents), save that neither party shall limit or exclude or be deemed to limit or exclude any fraud or fraudulent representation by that party (or its agents) to the other party (or its agents) by this Clause.

14. Various

a. If any provision of an Agreement is or becomes invalid or illegal in any respect such provision shall be deemed to be severed from the Agreement but the validity, legality and enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby.
b. A failure by either party to exercise and any delay forbearance or indulgence by either party in exercising any right, power or remedy under an Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.
c. Prospect Digital shall be entitled to sub-contract the performance of any of its obligations under an Agreement, and (provided it notifies Lead Generation Advertiser thereof) to assign all or any of its rights and obligations under each Agreement and these Ts & Cs.
d. Lead Generation Advertiser shall not assign or otherwise transfer any of its rights and obligations under an Agreement to any other person without the prior written consent of Prospect Digital.
e. The Clause headings in these Ts & Cs and each Agreement are included for convenience only and shall not affect the construction of the relevant Agreement.
f. Nothing in a Lead Generation IO shall prevail over any these Ts & Cs unless it is expressly stated to do so in the Lead Generation IO.
g. Words and phrases accorded a particular meaning in any Clause shall (unless the context otherwise requires) be accorded that meaning when they appear elsewhere in the relevant Agreement.
h. Neither party shall be liable for any breach of an Agreement that results from matters beyond such party’s reasonable control, provided that both parties shall work together to ameliorate the effects thereof.

15. Governing Law

a. These Ts & Cs and each Agreement shall be governed by English law.
b. All disputes arising out of or in connection with these Ts & Cs or any Agreement shall be subject to the non-exclusive jurisdiction of the Courts of England.