Terms & Conditions

1.These terms

1.1 These terms and conditions ("Terms") set out the basis on which Adlegion Limited, a company registered in England and Wales under number 12418118 with its registered office at Apperley House, The Green, Apperley, Gloucestershire, GL19 4DQ, United Kingdom ("Adlegion", "we", "us") supplies services to you ("Client", "you"). Our VAT registration number is GB 341 4597 00.

1.2 These Terms apply to the exclusion of any other terms you seek to impose or incorporate, including any terms printed on or referred to in a purchase order, vendor portal, supplier questionnaire or acknowledgement. No such terms form part of the Contract, and our failure to object to them is not acceptance of them.

1.3 Where we sign a separate written agreement, master services agreement or insertion order with you, and it conflicts with these Terms, that document prevails to the extent of the conflict, and only for the engagement it covers.

1.4 We may amend these Terms. The version in force is the one published on our website when your Contract is formed. Changes do not apply retrospectively to work already ordered.

2.Definitions

• Campaign — advertising or marketing activity we plan, buy, operate or manage for you.
• Contract — the contract between you and us formed under section 3, comprising these Terms and the relevant SOW.
• Deliverables — the outputs we produce for you under a SOW, such as plans, creative, reports and audits.
• Fees — our charges for the Services, as set out in the SOW.
• Media Spend — amounts payable to third-party media owners, platforms, networks, publishers or partners, excluding our Fees.
• Partner — any affiliate, publisher, influencer, media owner, network, exchange, payment provider or other third party we engage or introduce.
• Services — the services described in section 4 and specified in the SOW.
• SOW — the proposal, statement of work, insertion order, media plan or written scope agreed between us.

3.How a contract is formed

3.1 Our proposals and quotations are invitations to treat, not offers, and are valid for 30 days unless stated otherwise.

3.2 A Contract is formed when you accept a SOW in writing (including by email), sign it, issue a purchase order referencing it, or instruct us to begin work — whichever happens first. Instructing us to begin work constitutes acceptance of these Terms.

3.3 Any person placing an order on your behalf warrants that they have authority to bind you.

4.Our services

4.1 Depending on the SOW, the Services may include:

• affiliate marketing strategy, programme build, partner recruitment, management and optimisation;
• paid social and social branding campaigns;
• pay-per-click and paid search;
• iGaming marketing consultancy;
• payments consultancy, including provider matchmaking, benchmarking and introductions;
• influencer marketing and short-form video clipping distributed across media we own and operate;
• sponsorship and partnership sourcing, matching brands with talent, teams, creators, events and properties, and representing talent seeking sponsors; and
• related strategy, creative, tracking implementation, audit and reporting work.

4.2 We will perform the Services with reasonable care and skill and in accordance with generally recognised standards for our industry. This is an obligation of reasonable care, not an obligation to achieve any particular outcome. See section 16.

4.3 Timescales are estimates only. We are not liable for delay caused by your acts or omissions, by a third-party platform, or by anything in section 25.

4.4 We may use subcontractors, freelancers and Partners to perform the Services. We remain responsible to you for work subcontracted by us, except as stated in sections 5, 6, 7, 8 and 23.

4.5 Anything not expressly included in the SOW is out of scope. Additional work is chargeable at our then-current rates, subject to your prior written approval.

5.Media buying and third-party platforms

5.1 Where we buy media, we do so as your agent on your instructions and within the budget you approve. You are responsible for Media Spend.

5.2 Media owners, advertising platforms, exchanges, networks and measurement providers are independent third parties. Their own terms, policies and pricing apply, and they change without notice. We do not control them and we give no warranty in respect of them.

5.3 We are not liable for any act or omission of a third-party platform, including: rejection, suspension, throttling or removal of your ads or account; policy or algorithm changes; price or inventory changes; billing errors on their side; downtime; loss or inaccuracy of tracking, conversion or attribution data; or the closure or restriction of a category.

5.4 Where an account is opened in your name, you are the account holder and bound by that platform's terms. Where we place spend through an account we hold, you reimburse us for that spend, and we may require payment in advance.

5.5 Media bookings are frequently non-cancellable once placed. If you cancel, you remain liable for committed Media Spend and any cancellation charges levied by the third party.

6.Affiliate and partner programmes

6.1 We recruit, vet and manage Partners using reasonable care. We do not warrant the conduct, compliance or performance of any Partner.

6.2 Commission and partner fees are payable by you in accordance with the programme terms. Where we pay Partners on your behalf, you reimburse us.

6.3 You are responsible for validating conversions within any agreed validation window. Conversions you do not dispute within that window are treated as accepted and payable.

6.4 We operate reasonable controls against invalid traffic, incentivised traffic, cookie stuffing, brand bidding, trademark infringement and other prohibited activity. You accept that no control eliminates ad fraud entirely, and we are not liable for losses arising from Partner fraud beyond our obligation to use reasonable care and to pursue reasonable remedies against the Partner concerned.

6.5 Partner relationships are ours unless the SOW says otherwise. See section 20.

7.Owned media, clipping and influencers

7.1 Where a Campaign is delivered through social media properties we own and operate, delivery depends on third-party platforms whose reach, algorithms, policies and availability we do not control.

7.2 Any view, reach, impression, engagement or CPM figure we give is a good-faith estimate based on historic performance. It is a target, not a guarantee, unless the SOW expressly states a guaranteed minimum and the consequence of not meeting it.

7.3 Platform metrics are provided by the platforms. We report them as received and are not responsible for their accuracy, restatement or withdrawal.

7.4 We retain full editorial control over content published on media we own, and may decline or remove any content or Campaign that in our reasonable opinion risks breaching platform rules, advertising codes or law, or damaging our properties. Where we do so we will discuss alternatives with you.

7.5 Influencers are independent contractors. We are not liable for an influencer's failure to post, off-brief content, undisclosed advertising by them contrary to our instructions, or their own conduct, beyond our obligation to select and brief them with reasonable care.

7.6 You grant us a non-exclusive, royalty-free licence to use your name, marks, creative and product material as reasonably necessary to deliver the Campaign.

8.Payments consultancy and introductions

8.1 Our payments work is advisory and introductory. We assess the market, benchmark commercial terms, and introduce merchants and payment providers to one another.

8.2 We are not a payment institution, payment service provider, e-money institution, bank, credit broker or authorised person. We do not carry out any regulated activity, we do not handle client funds, we do not process transactions, and we do not enter the cardholder data environment.

8.3 Nothing we say constitutes financial, investment, legal, tax, accounting or regulatory advice. You must take your own professional advice before entering any arrangement.

8.4 Any contract for payment services is between you and the provider, on their terms. We are not a party to it, we give no warranty about the provider, their solvency, their service levels, their pricing after introduction, their acceptance or settlement rates, or their continued willingness to serve you or your sector.

8.5 Rate indications are indicative only and subject to the provider's underwriting and risk assessment. Providers may decline, price differently, or later change terms or terminate, and we are not liable for that.

8.6 Where we are paid a fee, commission, revenue share or referral payment by a provider in connection with an introduction, we will disclose that we are remunerated by the provider on request. Being remunerated by a provider does not change our obligation to give you our honest assessment.

8.7 Introduction fees are earned on introduction. Where a success fee applies, it is earned when the introduced parties enter an arrangement, whether or not it was concluded through us, and remains payable if the arrangement is later varied, novated, renewed or replaced with substantially the same counterparty.

9.Your obligations

9.1 You will:

• provide accurate, complete and timely briefs, approvals, assets, access and information;
• provide platform, account, tracking and analytics access we reasonably need;
• hold and maintain all licences, permissions, registrations and consents required for your business and your advertising;
• ensure your website, app, landing pages, terms, promotions and offers are lawful, accurate and compliant;
• implement tracking correctly where implementation is yours, and tell us promptly if it breaks;
• pay Media Spend and Fees when due; and
• respond to approval requests within any agreed timescale.

9.2 If you fail to meet 9.1 and that affects our ability to perform, we are not in breach, timescales extend accordingly, and we may charge for wasted time and cost.

10.Advertising compliance

10.1 You are responsible as advertiser for the legality, decency, honesty and truthfulness of your advertising, for substantiating every claim made in it, and for compliance with the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code), the BCAP Code where applicable, the Consumer Protection from Unfair Trading Regulations, the Digital Markets, Competition and Consumers Act 2024, and all other applicable law and codes in every territory targeted.

10.2 You must supply substantiation for claims before we run them. We may withhold or pause activity until you do.

10.3 We will bring compliance concerns to your attention and may refuse to run activity we reasonably believe breaches law, a code or a platform policy. Refusing on that basis is not a breach by us, and Fees remain payable for work done.

10.4 If you approve activity after we have raised a compliance concern in writing, you do so at your own risk and the indemnity in section 22 applies.

10.5 Fines, penalties, forfeited spend, mandatory corrective advertising and remediation costs arising from your advertising are your responsibility.

11.Gambling and iGaming clients

11.1 You warrant that you hold and will maintain every licence, permission and authorisation required to offer and advertise your gambling products in each territory targeted, including a Gambling Commission operating licence where activity is directed at Great Britain, and that you will notify us immediately of any change, condition, suspension, review or revocation.

11.2 You are responsible for compliance with the Gambling Act 2005, the Licence Conditions and Codes of Practice (LCCP), the CAP and BCAP codes, the Gambling Commission's rules on marketing and affiliates, and all equivalent requirements in other territories.

11.3 You acknowledge that under the LCCP you remain responsible for the conduct of affiliates and other third parties marketing on your behalf, whether or not appointed through us, and that this responsibility cannot be delegated to us.

11.4 Campaigns will be operated on the basis that:

• advertising is restricted to persons aged 18 or over, and targeted only at audiences the platform identifies as 25 or over where that standard applies;
• audiences, placements, creative and content likely to appeal particularly to under-18s are excluded;
• required responsible gambling messaging, age statements and links are included in creative as you instruct;
• self-exclusion and suppression lists you supply are applied as instructed, and treated as confidential; and
• no activity will target individuals you have identified to us as self-excluded or at risk.

11.5 You must give us the creative requirements, mandatory wording, territory restrictions, suppression data and age-gating parameters we need. We deliver against what you give us. If you do not give it to us, or give it to us late or wrongly, the consequences are yours.

11.6 We may suspend or terminate immediately, without liability and without refund of Fees earned, if we reasonably believe your activity breaches gambling law or codes, exposes vulnerable people or minors to harm, or puts our own reputation, platform accounts or Partner relationships at risk.

11.7 Nothing in the Contract makes us a "gambling software" supplier, a licensee, or responsible for your regulatory compliance. Your indemnity under section 22 expressly extends to regulatory action, licence conditions, penalty packages and third-party claims arising from your gambling activity.

12.Financial services and digital assets

12.1 We are not authorised by the Financial Conduct Authority. We do not approve financial promotions.

12.2 Where any communication is a financial promotion under section 21 of the Financial Services and Markets Act 2000, or falls within the FCA's rules on cryptoasset promotions, you are responsible for ensuring it is made or approved by an appropriately authorised person before it runs, for its content, for required risk warnings and cooling-off mechanics, and for providing us with written evidence of approval on request.

12.3 We may decline to run any such promotion without evidence of approval, and doing so is not a breach by us.

13.Charges, budgets and expenses

13.1 Fees are as set out in the SOW and may be a retainer, a project fee, a percentage of Media Spend, a performance fee, a commission, a revenue share, a CPM, a CPA, or a combination.

13.2 All amounts are exclusive of VAT and any other applicable tax, duty or levy, which you pay in addition at the prevailing rate.

13.3 Media Spend is separate from Fees. Budgets are estimates; actual spend may vary within any tolerance stated in the SOW.

13.4 We may require Media Spend in advance or in cleared funds before placing a booking, and are not obliged to fund your Media Spend.

13.5 Pre-approved expenses reasonably incurred are recharged at cost.

13.6 We may review Fees annually, and where an engagement runs beyond 12 months may increase them on 30 days' written notice.

13.7 Where amounts are payable in a currency other than pounds sterling, you bear currency conversion cost and exchange rate movement.

14.Payment terms

14.1 Unless the SOW says otherwise, invoices are payable within 14 days of invoice date, in full and in cleared funds, without set-off, deduction, counterclaim or withholding.

14.2 Time for payment is of the essence.

14.3 If you do not pay on time we may, without limiting our other rights: charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998; charge interest at 4% per annum above the Bank of England base rate where that Act does not apply; suspend the Services and pause Campaigns; withhold Deliverables, reports and account access; and recover our costs of enforcement, including reasonable legal and collection costs.

14.4 Suspension for non-payment does not relieve you of liability for committed Media Spend or Partner commission already accrued.

14.5 You must notify us of any disputed invoice item within 10 business days of invoice date, with reasons. Undisputed amounts remain payable in full and on time.

14.6 We may require a deposit, credit limit, parent company guarantee or payment in advance, and may withdraw credit terms at any time on notice.

14.7 All payments are non-refundable once the corresponding work is performed or the corresponding media is placed.

15.Reporting, measurement and attribution

15.1 We report using platform, network and tracking data available to us. Different systems attribute differently and rarely reconcile exactly.

15.2 Where there is a discrepancy, the figures recorded by the relevant platform or tracking system agreed in the SOW are the basis for performance measurement and billing.

15.3 We are not liable for loss caused by tracking that fails, is misconfigured by you or a third party, is blocked by a browser, consent setting or privacy control, or is restated by a platform.

16.No guarantee of results

16.1 Advertising performance depends on many factors outside our control, including your product, pricing, brand, website, offer, competition, seasonality, regulation, platform behaviour and consumer demand.

16.2 We do not guarantee any level of impressions, views, clicks, installs, leads, registrations, deposits, sales, revenue, ranking, reach, CPM, CPA, ROAS or return, unless a specific guaranteed minimum is expressly stated in the SOW together with the agreed remedy for not meeting it, which is your sole remedy.

16.3 Forecasts, projections, benchmarks, case studies and past performance are illustrative and not a representation, warranty or commitment as to future results.

17.Intellectual property

17.1 You retain all rights in material you supply. You grant us a licence to use it to perform the Services.

17.2 We retain all rights in our pre-existing materials, know-how, methodologies, tools, templates, benchmarks, audience data, partner data, models and processes ("Adlegion IP"). Nothing transfers Adlegion IP to you.

17.3 On full payment of all sums due, we grant you a non-exclusive, worldwide licence to use the Deliverables for your own internal business purposes for the term stated in the SOW, or perpetually where none is stated. Where the SOW says intellectual property in bespoke creative assigns to you, that assignment takes effect only on full payment.

17.4 You may not resell, sublicense, publish or distribute the Deliverables to third parties, or use them to build a competing service, without our written consent.

17.5 We may create anonymised, aggregated statistics and benchmarks from data processed in performing the Services and use them to operate, improve and market our business. Such material will not identify you.

17.6 We may, with your prior written consent, name you as a client and describe the work in our marketing. Consent may be withheld.

18.Confidentiality

18.1 Each party will keep the other's confidential information confidential, use it only for the Contract, and disclose it only to those of its personnel and advisers who need it and are bound by equivalent obligations.

18.2 Our confidential information includes our rates, margins, commercial terms, CPMs, media plans, partner and provider lists, audience data, introductions, methodologies and proposals.

18.3 These obligations do not apply to information that is public through no breach, independently developed, or required to be disclosed by law, court or regulator — and in that last case, the disclosing party will give notice where lawful to do so.

18.4 This section survives termination for five years, and indefinitely for trade secrets.

19.Data protection

19.1 Each party will comply with the UK GDPR, the Data Protection Act 2018 and PECR.

19.2 Where we process personal data on your instructions, you are controller and we are processor, and our Privacy Policy and the data processing terms in the SOW apply. Where we determine our own purposes we act as controller.

19.3 You warrant that you have a lawful basis and all consents required for the data you provide and for the processing you instruct, including any consent required under PECR for cookies, pixels and similar technologies, and that you have given data subjects the required privacy information.

19.4 You are responsible for obtaining consent for tracking technologies on your own properties. We implement on instruction and are not responsible for your consent mechanism.

19.5 Each party will notify the other without undue delay of a personal data breach affecting data processed under the Contract.

20.Non-circumvention

20.1 Where we introduce you to a Partner, provider, publisher, media owner or merchant you were not already in a documented commercial relationship with, you will not for 12 months from introduction transact with them for the introduced purpose otherwise than through us, or procure that a group company or agent does so, without our written consent.

20.2 If you breach 20.1, you will pay us the Fees, commission or revenue share we would have earned had the transaction gone through us.

20.3 For 12 months after termination, neither party will solicit or employ the other's personnel who were materially involved in the Contract, except through a public recruitment process not directed at them.

20.4 The parties agree these restrictions are reasonable and necessary to protect legitimate business interests.

21.Warranties

21.1 You warrant that:

• you have authority and capacity to enter the Contract;
• you hold all licences, registrations and permissions required for your business and advertising in every targeted territory;
• material you supply is accurate, lawful, not misleading, and does not infringe any third-party right;
• your products and services are lawfully offered in each targeted territory;
• your advertising complies with all applicable law and codes; and
• you are not insolvent and have no reasonable expectation of becoming so.

21.2 Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular we do not warrant that the Services will be uninterrupted or error-free, or that any commercial objective will be met.

22.Indemnity

22.1 You will indemnify us, and keep us indemnified, against all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) we incur arising out of or in connection with:

• your breach of the Contract or of any warranty in section 21;
• your advertising, products, services, website, offers or promotions, including any claim that they are unlawful, misleading or infringing;
• any regulatory investigation, action, sanction, licence condition or penalty relating to your business or advertising, including any brought by the Gambling Commission, the Advertising Standards Authority, the FCA, the ICO, the CMA or any equivalent body;
• your failure to hold or maintain a required licence or authorisation;
• any claim relating to personal data you provided or processing you instructed;
• your instruction to proceed after we raised a compliance concern in writing; and
• any third-party claim arising from material you supplied.

22.2 This indemnity is not subject to the caps in section 23.

23.Limitation of liability

23.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982, or anything else that cannot lawfully be limited.

23.2 Subject to 23.1, we are not liable for any of the following, whether direct or indirect: loss of profit; loss of revenue; loss of sales, business or contracts; loss of anticipated savings; loss of or damage to goodwill or reputation; loss of opportunity; wasted management time; loss or corruption of data; loss arising from the act, omission, insolvency, policy or decision of any third-party platform, Partner, provider or regulator; or any indirect, special or consequential loss.

23.3 Subject to 23.1, our total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, is limited to the total Fees actually paid by you to us under the relevant SOW in the 12 months immediately before the event giving rise to the claim, or £5,000, whichever is lower.

23.4 For the avoidance of doubt, Media Spend, Partner commission, platform charges and third-party costs passed through by us are not Fees and do not count towards the cap in 23.3.

23.5 We are not liable for any claim notified to us more than six months after you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

23.6 Any claim must be brought against Adlegion Limited alone. You will not bring any claim against our directors, officers, employees, contractors or Partners personally.

23.7 The allocation of risk in this section is reflected in our Fees, and each party agrees it is reasonable.

24.Term, suspension and termination

24.1 The Contract begins on formation and continues until the SOW completes or is terminated.

24.2 Either party may terminate a retained engagement on 30 days' written notice, unless the SOW states a minimum term or longer notice, in which case that applies.

24.3 Either party may terminate immediately if the other commits a material breach and fails to remedy it within 14 days of written notice, or becomes insolvent, enters administration or liquidation, has a receiver appointed, or ceases to carry on business.

24.4 We may suspend or terminate immediately, without liability, if: you fail to pay; you fail to hold a required licence; we reasonably believe continuing would breach law, a code or a platform policy, or expose us to regulatory, reputational or financial risk; or a matter in section 26 arises.

24.5 On termination:

• Fees for work performed and Media Spend and commission committed before termination become immediately payable;
• any minimum-term shortfall becomes payable;
• each party returns or destroys the other's confidential information on request;
• licences granted under section 17 continue only if all sums are paid; and
• sections 8.7, 17, 18, 19, 20, 22, 23, 28 and 29 survive.

24.6 We will co-operate reasonably with an orderly handover. Handover work beyond a reasonable minimum is chargeable at our then-current rates.

25.Force majeure

Neither party is liable for failure or delay caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic or pandemic, government action, change in law or regulation, industrial action, failure of utilities, internet or telecommunications, cyber attack, or the failure, suspension, restriction or withdrawal of a third-party platform or service. If the event continues for more than 60 days, either party may terminate on written notice without liability, save for sums already due.

26.Anti-bribery, sanctions and financial crime

26.1 Each party will comply with the Bribery Act 2010, the Criminal Finances Act 2017, applicable anti-money-laundering law, and applicable sanctions regimes, and will not do anything that would put the other in breach.

26.2 You warrant that neither you, nor any owner, director or beneficial owner of yours, is subject to sanctions or listed on a relevant restricted-party list, and that funds paid to us are from a legitimate source.

26.3 We may carry out due diligence and request evidence of identity, ownership, licensing and source of funds, and may suspend or terminate immediately if it is not provided or if the outcome is unsatisfactory.

27.Website terms of use

27.1 By using www.adlegion.com you agree to these terms of use. Content on the site is for general information and is not an offer, a recommendation, or professional advice, and must not be relied on as such.

27.2 All content on the site, including text, graphics, illustrations, layout and the Adlegion name, logo and marks, is owned by or licensed to us. You may view and print pages for your own internal reference. You may not otherwise copy, republish, frame, mine, scrape, crawl or systematically extract content, or use automated means to access the site other than by well-behaved search engine crawlers.

27.3 You must not misuse the site by introducing malicious code, attempting unauthorised access, or interfering with its operation or availability.

27.4 We may change, suspend or withdraw the site or any part of it at any time without notice, and we do not warrant that it will be uninterrupted or error-free.

27.5 Links to third-party sites are provided for convenience and are not an endorsement. We are not responsible for their content.

28.General

• Entire agreement. The Contract is the entire agreement between the parties and supersedes all prior discussions, proposals and representations. Neither party relies on any statement not set out in the Contract, but nothing limits liability for fraudulent misrepresentation.
• Assignment. You may not assign or subcontract without our written consent. We may assign or subcontract, and may transfer the Contract on a sale or reorganisation of our business.
• Variation. Variations must be in writing and agreed by both parties.
• Waiver. A failure or delay in exercising a right is not a waiver of it.
• Severance. If any provision is found unenforceable, it is modified to the minimum extent necessary, or severed, and the rest continues in force.
• No partnership. Nothing creates a partnership, joint venture or employment relationship. Except where we act as your agent for media buying, neither party may bind the other.
• Third parties. No one other than the parties has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
• Notices. Notices must be in writing and sent to the registered office or to the email address each party notifies for the purpose. Email notice is deemed received on the next business day.
• Counterparts. The Contract may be signed electronically and in counterparts.

29.Governing law and jurisdiction

29.1 The Contract, and any dispute or claim arising out of it or its subject matter or formation (including non-contractual disputes), is governed by the law of England and Wales.

29.2 The courts of England and Wales have exclusive jurisdiction. Nothing prevents either party from seeking injunctive relief in any jurisdiction to protect confidential information or intellectual property.

29.3 Before commencing proceedings, the parties will use reasonable efforts to resolve a dispute by escalation to senior representatives for 14 days. This does not prevent either party from seeking urgent relief or recovering an undisputed debt.

30.Contact