General

• In this Part B, all references to clause numbers shall be references to clauses in this Part B unless stated
• All terms defined in the General T&Cs shall have the same meaning in this Part B and, unless otherwise stated or unless the context otherwise requires:

 

ASA means the Advertising Standards Authority;

Broadcast Advert means a ‘spot’ advert for radio broadcast;

Show means an on-air show; and

Show Sponsorship means the Advertiser’s association

with either an on-air show or an outside broadcast.

Audio Campaign and Digital Campaign

• In consideration of and subject to payment of the Fee, we will deliver the Audio Campaign and/or the Digital
• Campaign in accordance with the terms of this Delivery of the Audio Campaign and/or Digital Campaign is subject to (i) our approval; and (ii) availability on the Media Platforms.
• You will ensure that the Audio Campaign and/or Digital Campaign comply with all our technical requirements as notified by us to you from time to
• We have the right to:
  • make changes or to require you to make changes to the Audio Campaign and/or Digital Campaign for any reason if, acting reasonably, we consider it appropriate and/or necessary to do so (including scheduling constraints, Ofcom requirements or changes in Applicable Regulations);
  • change the scheduled times and dates of the whole or part of the Audio Campaign and/or and Digital Campaign in our sole discretion; and/or
  • notwithstanding clause 4 of these Audio & Digital T&Cs, make changes to improve the performance and availability of the Digital Campaign without prior notice.
• If we exercise our rights under all or part of clause 3 of these Audio & Digital T&Cs, we will give you as much notice as is reasonably possible and you will comply with our instructions in relation thereto.
• If for any reason other than your act or omission or a Force Majeure Event (in which case we will bear no liability for the following), the Audio Campaign and/or Digital Campaign (i) is delivered missing a material element; or (ii) is delivered containing a material error; or (iii) fails to achieve the level of impacts, impressions or placement set out in the Order, our liability in relation thereto (notwithstanding other terms elsewhere in this Agreement) will be limited, at our option (acting reasonably), to one of the following:
  • delivering the missing element(s) of the Audio Campaign and/or Digital Campaign as soon as is reasonably practicable after the missing element(s) were scheduled to run and for such time as is necessary to equate to the shortfall; or
  • providing you with delivery opportunities for the Audio Campaign and/or Digital Campaign of a value equal to the shortfall; or
  • making a pro-rata refund of, or reduction in, the Fee (excluding Costs), less 5%, in relation to the missing material element(s) of the Audio Campaign and/or Digital
• If a laydown is set out in an Order, this is indicative only and is subject to change.

 

Campaign Materials

• If we are creating any aspect of the Audio Campaign and/or Digital Campaign for you, you will, at your own expense, supply to us all materials in relation thereto as are necessary to enable us to perform our obligations or exercise our rights hereunder, such materials to be provided in a suitable form by such date as we specify from time to time.
• If you fail to comply with your obligations under clause 3.1 of these Audio & Digital T&Cs, without limitation to our rights in relation thereto, you shall pay upon demand, without set off, a sum equal to all costs incurred by us in relation thereto.
• If the Order states that we will give you the opportunity to approve any of the Kube Media Materials, we will use our reasonable endeavours to give you a minimum of two (2) Working Days to review and approve the same, although you acknowledge that this may not always be possible.
• If you have been given the opportunity to approve any of the Kube Media Materials and you delay in providing such approval to us, then without limitation to our rights in relation thereto, you acknowledge that the Audio Campaign and/or Digital Campaign may not be delivered (in whole or in part) and/or may be delayed and we shall incur no liability whatsoever in relation thereto; and/or we may incur certain costs in relation thereto and you shall pay such costs to us upon demand without set off.

 

Show Sponsorships

• We have the right to:
  • substitute the presenter of a Show with another presenter; and/or
  • move the Show Sponsorship to a different Show, but we will not exercise the right set out in this clause 1.2 without consulting with you first.

 

Audio Advertising

• Without limitation to the generality of the General T&Cs, you will ensure that all Broadcast Adverts created and delivered by you or on your behalf (by anyone other than us) comply with our Delivery Guidelines for Advertising on Kube Media Stations, which may be updated time to time, together with any other requirements as may be notified by us to you from time to time.
• If any Campaign Materials (including Broadcast Adverts) require Radiocentre clearance (as determined by us), you will provide to us, in good time before the start date of the Audio Campaign and/or Digital Campaign:
  • the Radiocentre clearance number, which must be less than six (6) months old as at the date the Audio Campaign and/or Digital Campaign is due to start, even for repeat campaigns running the same script; and
  • details of any clearance conditions imposed by Radiocentre, including scheduling, scripting or production
• You acknowledge and agree that that Radiocentre clearance does not guarantee that a Broadcast Advert is compliant with the law or Ofcom regulations, nor does it guarantee that the ASA will not uphold a complaint against it.
• Where Campaign Materials (including Broadcast Adverts) do not require Radiocentre clearance, you will ensure that they comply with the BCAP Code and/or the CAP Code (as applicable) and our internal clearance procedures in good time before the start date of the Audio Campaign and/or Digital
• You acknowledge and agree that, without us incurring any liability in relation thereto, we will not deliver any Broadcast Adverts which:
  • do not have Radiocentre clearance or do not comply with the requirements in clause 4 of these Audio & Digital T&Cs (as applicable);
  • do not comply with any requirements or conditions explicitly imposed by Radiocentre as a pre-condition for clearance;
  • are the subject of an upheld complaint by the ASA; and/or
  • contain claims that, in our reasonable opinion, require substantiation and/or Radiocentre clearance and the same has not been provided to our reasonable satisfaction.
• Where the Order specifies the level of audio impacts (which are measured on Rajar data for adults 15+ audience) likely to be achieved as a result of the Audio Campaign, we will ensure that such impacts are achieved to a variance of +5/-5%.

 

Digital Advertising

• Without limitation to the generality of the General T&Cs, you will ensure that all Advertiser Materials comply with our Guidelines for Delivery of Digital Campaigns, which may be updated from time to time, together with any other requirements as may be notified by us to you from time to time.
• Subject to clause 1 above, we require Advertiser Materials to be delivered to us five (5) Working Days before the Digital Campaign is due to go live.
• Where the Order specifies digital impressions (which are measured on total views) likely to be achieved as a result of the Digital Campaign, we will ensure that such impressions are achieved to a variance of +5/-5%.
• Where you use third party advertising tags to deliver a digital advert, there may be a discrepancy between our delivery statistics and those of the third We will use reasonable endeavours to deliver to within 10% of a third party’s advertising server’s statistics in accordance with IAB guidelines set out here https://www.iabuk.com/standards-guidelines (as may be updated from time to time), but will not bear any liability for any discrepancy.

 

Intellectual Property

You hereby grant to us (and/or will procure that any third-party owner of the IPR in the Advertiser Materials will grant to us) a non-exclusive, irrevocable, royalty free licence to use the Advertiser Materials for all purposes relating to the performance of our obligations hereunder, including delivery of the Campaign.