Advertising Terms and Conditions

Version 1.3

These Terms and Conditions ("Conditions") set out the terms upon which NN Local Media & Training CIC, trading as NN Media, the owner and operator of Northants 1 ("NN Media", "Northants 1", "we", "our" or "us"), agrees to provide advertising, sponsorship, creative production, promotional and marketing services to the Advertiser, as described in the applicable Order Confirmation.

These Conditions, together with the Order Confirmation, form the entire Agreement between NN Media and the Advertiser.

1. Definitions

For the purposes of these Conditions:

Advertisement means any audio, visual, written, digital, video, social media, website, newsletter, sponsorship, promotional or marketing material forming part of the Campaign.

Advertiser means the individual, company, charity or organisation purchasing services from NN Media.

Agreement means these Conditions together with the Order Confirmation.

Assets means any logos, artwork, photographs, videos, branding, copy, audio, music, trademarks or other materials supplied by the Advertiser.

Campaign means the advertising, promotional or sponsorship activity detailed within the Order Confirmation.

Campaign Start Date means the agreed commencement date.

Creative Material means any scripts, audio, graphics, artwork, photographs, videos, animations, copy, branding, jingles, promotional materials or other creative works produced by NN Media.

Order Confirmation means NN Media's quotation, proposal, booking confirmation or other written document confirming the Campaign.

Northants 1 Platforms means any platform owned, operated or controlled by NN Media including but not limited to:

• Northants 1 broadcasts

• northants1.co.uk

• sponsored Northants Recap articles

• Northants Guide

• Northants Spotlight

• Northants Roundup

• Northants Events

• podcasts

• mobile applications

• social media channels

• live events

• outside broadcasts

• streaming services

• any future NN Media or Northants 1 platform.

Advertising Regulations means all applicable legislation, BCAP Code, CAP Code, Ofcom Broadcasting Code, ASA guidance, RadioCentre guidance and any other applicable advertising regulations.

2. Agreement

Acceptance of an Order Confirmation by email, in writing, verbally or by conduct shall constitute acceptance of these Conditions.

These Conditions apply to the exclusion of any terms proposed by the Advertiser.

The Agreement begins upon acceptance of the Order Confirmation and continues until completion of the Campaign unless terminated earlier under these Conditions.

A Campaign ends at the conclusion of the period stated in the Order Confirmation and shall not automatically renew unless expressly agreed otherwise. Any renewal shall be subject to the terms and conditions applicable at the time of renewal. NN Media may, at its discretion, offer to continue existing pricing.

3. Campaign Delivery

NN Media shall use reasonable skill and care in delivering the Campaign substantially in accordance with the Order Confirmation.

Campaigns may include any combination of:

• Radio advertising on Northants 1

• Website advertising

• Social media

• Newsletter sponsorship

• Podcast sponsorship

• Video production

• Event sponsorship

• Live broadcasts

• Northants Spotlight listings

• Promotional campaigns

• Other marketing services

NN Media reserves the right to determine the precise scheduling, positioning and delivery of Campaign content provided the overall Campaign objectives are met.

Where the Order Confirmation specifies a particular placement, entitlement, frequency or volume, NN Media shall deliver that commitment subject to these Conditions.

Unless expressly stated within the Order Confirmation, no Campaign includes category, sector, competitor or other exclusivity.

Where exclusivity is included, its scope and duration shall be as stated within the Order Confirmation.

4. Production Services

Where NN Media is producing Creative Material:

The Advertiser shall provide all required Assets at least fourteen working days before the Campaign Start Date unless otherwise agreed.

For short-notice Campaigns, Assets shall be provided within the timeframe agreed by NN Media at the time of booking.

Where complimentary creative production is included within the Campaign, the production included shall be as stated within the Order Confirmation.

Unless otherwise stated, one reasonable round of minor amendments is included.

Additional versions, substantial amendments, complete re-records or changes requested following approval may incur additional charges.

NN Media will provide a proof for approval.

Failure to approve artwork, scripts or advertisements within three working days shall constitute deemed approval.

Where Campaign delivery is delayed by the Advertiser's failure to provide Assets, information or approvals when required, NN Media may amend the Campaign Start Date or delivery schedule.

NN Media shall not be responsible for under-delivery resulting from such delay, and agreed Campaign fees shall remain payable.

5. Advertiser Obligations

The Advertiser warrants that:

• all information supplied is accurate

• it owns or has written permission to use all Assets

• the Advertisement complies with all applicable law

• the Advertisement complies with Advertising Regulations

• it has obtained all required licences and permissions

• the Advertisement is not defamatory, misleading or discriminatory

• any financial promotion has appropriate FCA approval where required

• any prizes offered are lawful and available.

The Advertiser shall promptly notify NN Media of any changes affecting the Campaign.

6. NN Media Obligations

NN Media shall:

• perform services with reasonable skill and care

• comply with applicable legislation

• use appropriately qualified staff and contractors

• use reasonable endeavours to deliver the Campaign as agreed.

NN Media shall not be responsible for verifying factual claims made by the Advertiser.

7. Approval Process

No Campaign shall commence until all required approvals have been received.

Approval may be provided by email or other agreed written communication.

Once approved, the Advertiser accepts responsibility for the final content.

NN Media shall not be liable for errors present within approved material.

8. Campaign Changes

Any changes to the Campaign following acceptance of the Order Confirmation must be agreed by NN Media.

Changes to Campaign dates, services, placements, Creative Material or other requirements may result in changes to fees or delivery timescales.

NN Media shall confirm any material changes in writing.

9. Scheduling

NN Media may amend Campaign scheduling where reasonably necessary due to:

• breaking news

• technical issues

• equipment failure

• presenter availability

• weather

• event changes

• operational requirements

• force majeure.

NN Media's broadcast and platform records shall be the primary record of Campaign delivery.

Any delivery information displayed through the client portal is based on NN Media's own records and systems.

The Advertiser must notify NN Media of any suspected discrepancy in Campaign delivery within thirty days of the end of the calendar month in which the relevant Campaign activity was due to be delivered.

Where a guaranteed placement, entitlement, frequency or volume has not been delivered, NN Media shall provide reasonable replacement advertising or, where this is not practical, a refund proportionate to the undelivered element.

NN Media shall not be liable for reasonable scheduling alterations.

10. Charges & Payment

Campaign fees shall be those stated within the Order Confirmation.

Unless agreed otherwise:

• where the Campaign is billed as a one-off payment, payment is due in full before Campaign commencement

• where monthly or instalment billing has been agreed, each payment is due in accordance with the payment schedule or invoice issued by NN Media and must be paid before the relevant Campaign activity proceeds

• where credit facilities have been agreed, invoices are payable within thirty days.

Where applicable, NN Media reserves the right to charge statutory interest and recover compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and any replacement or amending legislation.

NN Media reserves the right to:

• suspend Campaigns

• automatically suspend Campaigns where payment remains overdue

• refuse future bookings

• instruct debt recovery

• recover reasonable recovery costs.

Advertising not delivered while a Campaign is suspended for non-payment shall not be made good unless otherwise agreed.

All prices are exclusive of VAT unless stated otherwise.

11. Cancellation

Cancellation must be made in writing.

If cancelled more than 28 days before Campaign commencement, the Advertiser shall pay:

• completed production costs

• committed third-party costs

• any non-refundable expenses.

If cancelled within 28 days, the full Campaign fee becomes payable.

For six-month Campaigns, the Advertiser may cancel with effect from the end of the first three months by giving at least one month's written notice.

This break right does not apply to six-month Campaigns identified in the Order Confirmation as Headline or Sponsorship Campaigns.

For twelve-month Campaigns, the Advertiser may cancel with effect from the end of the first six months by giving at least one month's written notice.

Where a Campaign is cancelled early under this provision, the Campaign shall be repriced retrospectively at the shorter-term rate that applied when the Campaign was originally booked.

For a six-month Campaign cancelled after three months, the applicable three-month rate shall apply.

For a twelve-month Campaign cancelled after six months, the applicable six-month rate shall apply.

The Advertiser shall pay any difference between the amount already charged for the Campaign period delivered and the recalculated Campaign value.

Any outstanding balance becomes immediately payable.

Where the Campaign has been paid in advance, any overpayment remaining after the recalculation shall be refunded.

12. Intellectual Property & Licensing

All Intellectual Property Rights in Creative Material produced by NN Media shall remain the exclusive property of NN Media unless expressly agreed otherwise in writing.

Payment of Campaign fees does not transfer ownership of any Creative Material.

The Advertiser is granted a limited, non-exclusive, non-transferable licence to use NN Media's Creative Material solely as part of the agreed Campaign.

Unless otherwise agreed in writing, the Advertiser shall not:

• broadcast Northants 1-produced advertisements on another radio station

• use NN Media-created graphics in advertising through another media owner

• publish NN Media-produced videos elsewhere

• edit Creative Material

• remove branding or credits

• sublicense Creative Material

• sell Creative Material

• transfer Creative Material

• reuse Creative Material for future campaigns.

Any additional usage requires written permission from NN Media and may be subject to additional licence fees.

The Advertiser retains ownership of Assets supplied to NN Media.

The Advertiser grants NN Media a royalty-free licence to use those Assets solely for the purposes of delivering the Campaign.

NN Media may retain completed Campaign materials for:

• portfolio purposes

• award submissions

• promotional material

• demonstrations

• internal training

unless otherwise agreed in writing.

Use of the NN Media and Northants 1 Brands

The NN Media and Northants 1 names, logos, branding, trade marks and other brand assets remain the property of NN Media.

During an active Campaign, the Advertiser may refer to its relationship with Northants 1 and may use NN Media or Northants 1 brand assets supplied or approved by NN Media for the purpose of promoting that Campaign.

Any use of the NN Media or Northants 1 brands must:

• accurately describe the Advertiser's relationship with NN Media and Northants 1

• comply with any brand guidelines supplied by NN Media

• use approved brand assets without alteration

• not imply endorsement, partnership, sponsorship or exclusivity beyond that stated in the Order Confirmation

• not bring NN Media or Northants 1 into disrepute.

The Advertiser shall not register or use the NN Media or Northants 1 names or branding within any company name, trading name, domain name, social media account or other identifier.

Unless otherwise agreed, permission to use the NN Media and Northants 1 brands ends when the Campaign ends, is suspended or is terminated.

Existing historical social media posts or other records of the Campaign may remain published provided they remain accurate and do not imply that the Advertiser has a continuing relationship with NN Media or Northants 1.

NN Media may require any use of its names or branding to be amended or removed where it does not comply with these Conditions.

13. Digital Advertising

NN Media may alter the placement of digital advertisements where reasonably necessary, except where a particular placement has been expressly included within the Order Confirmation.

NN Media does not guarantee:

• search rankings

• audience numbers

• click-through rates

• enquiries

• sales

• conversions

• website traffic

• social media engagement.

Audience, delivery, impression, click, engagement, cost-per-click and other figures reported by NN Media are based on NN Media's own systems or third-party platforms.

Such figures are indicative, may be subject to adjustment and are not independently audited unless expressly stated otherwise.

Digital content may be archived or removed following completion of the Campaign.

14. Northants Spotlight

Where a Campaign includes a featured Northants Spotlight listing:

The Advertiser is responsible for ensuring all submitted information remains accurate.

NN Media reserves the right to edit listings for style, clarity and consistency.

NN Media may remove listings that become inaccurate or misleading.

15. Competitions & Promotions

Where the Advertiser supplies prizes, the Advertiser warrants they are:

• lawful

• safe

• available

• accurately described.

The Advertiser shall fulfil prizes within twenty-eight days unless otherwise agreed.

The Advertiser indemnifies NN Media against claims arising from the promotion.

16. Client Portal

NN Media may provide the Advertiser with access to an online client portal for managing Campaign activity.

The Advertiser is responsible for ensuring that anyone accessing its account is authorised to act on its behalf and for keeping account credentials secure.

Approvals and instructions submitted through an authorised account may be treated by NN Media as having been given by the Advertiser.

Acceptance of an Order Confirmation through the client portal must be completed by the account holder.

NN Media does not guarantee uninterrupted availability of the client portal and may modify, suspend or withdraw portal functionality where reasonably necessary.

Termination or completion of a Campaign may result in some portal functionality or access being withdrawn.

17. Artificial Intelligence

NN Media may use artificial intelligence tools and services, including third-party providers, to support research, drafting, editing and the production of Campaign materials.

Campaign materials produced using such tools remain subject to human editorial oversight and approval by NN Media.

Assets and Campaign content may be processed using such services where reasonably necessary for Campaign production.

Unless specifically agreed otherwise, such use shall not affect ownership of Creative Material.

18. Right to Refuse

NN Media may refuse, suspend or remove any Campaign which, in its reasonable opinion:

• breaches the law

• breaches Advertising Regulations

• is misleading

• is offensive

• could damage the reputation of NN Media or Northants 1

• conflicts with NN Media's editorial standards.

Where Campaign content is refused, suspended or removed because of a breach by the Advertiser, NN Media shall have no liability for the affected Campaign activity.

Where compliant Campaign activity is withdrawn by NN Media for its own reasons and reasonable replacement advertising cannot be provided, NN Media shall provide a proportionate refund for the undelivered element.

19. Liability

NN Media's total liability shall not exceed the fees paid for the relevant Campaign.

NN Media shall not be liable for:

• loss of profits

• loss of revenue

• loss of business

• loss of goodwill

• indirect losses

• consequential losses.

Nothing limits liability for fraud or death or personal injury caused by negligence.

20. Indemnity

The Advertiser shall indemnify NN Media against all claims, costs, damages, liabilities and expenses arising from:

• a breach of these Conditions by the Advertiser

• Assets or information supplied by the Advertiser

• breaches of Advertising Regulations caused by material or claims supplied by the Advertiser

• intellectual property infringement arising from supplied Assets

• defamation arising from material or claims supplied by the Advertiser

• unlawful advertising resulting from the Advertiser's instructions, material or representations.

21. Confidentiality

Both parties shall keep confidential information confidential except where disclosure is required by law.

22. Data Protection

Both parties shall comply with UK GDPR, the Data Protection Act 2018 and all applicable data protection legislation.

Personal data collected by NN Media shall be processed in accordance with NN Media's Privacy Policy.

Where Campaign activity involves the collection or sharing of personal data, including competitions and promotions, the parties shall only use that data for the purposes for which it was lawfully collected.

23. Force Majeure

NN Media shall not be liable for delays or failures caused by events beyond its reasonable control including:

• severe weather

• technical failures

• internet outages

• government restrictions

• industrial action

• acts of God

• power failures

• venue cancellations.

24. Termination

NN Media may terminate the Agreement immediately where the Advertiser:

• fails to make payment

• commits a material breach

• becomes insolvent

• ceases trading.

Outstanding invoices become immediately payable.

25. General

No waiver by either party shall constitute a continuing waiver.

If any provision is found invalid, the remaining provisions shall continue in full force.

This Agreement constitutes the entire agreement between the parties.

The Order Confirmation shall prevail where it expressly varies these Conditions.

The Advertiser may not assign this Agreement without NN Media's written consent.

NN Media may subcontract elements of the Campaign where appropriate.

Nothing in the Agreement creates a partnership, joint venture, employment or agency relationship between NN Media and the Advertiser.

Neither party may make commitments or enter into obligations on behalf of the other.

References to notices or communications being made "in writing" include email and communications submitted through the client portal.

26. Governing Law

These Conditions shall be governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales.