Resource BBC - Media Buyer Terms

BBCGN’s Media Buyer Terms

Each bidder who places a bid to buy any Media Placement sold by BBC Global News Limited (“BBCGN”) via the MEG Platform (the “Media Buyer”) agrees that the terms and conditions set out in the below shall apply in respect of each bid and the Media Placement (the “Terms”) and that these Terms shall prevail in the event of any conflict between these Terms and any terms and conditions that the Media Buyer may have separately agreed with Media Exchange Group Ltd and/or a related company (the “MEG”).

1. Definitions

For the purposes of these Terms, the following capitalised terms shall have the following meanings:

Advertising Copy means the relevant advertising copy/material to be provided by the Media Buyer for the Media Placement purchase.

Delivery Deadline means the relevant deadline in respect of Advertising Copy to be delivered as is posted by BBCGN in the MEG Platform that is broadcasted to Media Buyers.

Media Price means the relevant fees /rates posted by BBCGN in the MEG Platform for a Media Placement that is broadcasted to Media Buyers.

Media Placement means any inventory available for purchase that is posted by BBCGN in the MEG Platform that is broadcasted to Media Buyers.

Legal and Regulatory Requirements means applicable laws, rules and regulations that apply to an Advertising Copy provided by the Media Buyer, including those relating to privacy, defamation, data protection, intellectual property protection, discrimination on the grounds of sex, race, disability or other characteristic, the promotion of specific goods/services, such as financial services, any applicable advertising standards and codes (including the Advertising and Sponsorship Guidelines for BBC Commercial Services) , and the general requirement that any Advertising Copy must not be misleading, harmful, or offensive. The Advertising and Sponsorship Guidelines for BBC Commercial Services are located at: https://www.bbc.com/editorialg...;

“Technical Requirements” means the technical specifications relating to the supply of Advertising Copy by the Media Buyer to BBCGN, which include the requirements located online at https://www.bbcglobalnews.com/specs-rates/bbc-world-news-specs-and-rates/), as amended from time to time, and any other requirements indicated by BBCGN from time to time, including via the MEG Platform.

2. Provision of Advertising Copy

2.1 For the purposes of placing a bid for a Media Placement, the Media Buyer must provide the Advertising Copy in accordance with the following requirements:

1. complete in creative form to BBCGN by the Delivery Deadline (as posted in the MEG Platform), unless otherwise agreed by BBCGN;

1. the creative form submission must:

(a) where available, include the Clearcast clock number and/or an alternative platform ID from which BBCGN can view the creative; and

(b) if paragraph (a) does not apply, be manually loaded into the Peach system or another nominated system as indicated by BBCGN’s representative from time to time; and

(c) contain the relevant appropriate music cue sheets relating to the Advertising Copy for any audio/music media contained within the Advertising Copy,

(iii) the Advertising Copy supplied must comply with each of the following (collectively, the “Compliance Requirements”):

1. standard industry practice regarding TV spot publishing quality;

1. the Legal and Regulatory Requirements; and

1. the Technical Requirements.

2.2 BBCGN shall have no obligation to accept or publish the Advertising Copy prior to acceptance via the MEG Platform. Despite acceptance of the Advertising Copy via the MEG Platform, BBCGN reserves the right (as its absolute discretion) to suspend publishing of the Advertising Copy if it believes it does not comply with any of the Compliance Requirements and/or if BBCGN receives any complaints regarding the Advertising Copy. For the avoidance of doubt, any decision by BBCGN to publish any Advertising Copy shall not be taken to be any warranty or representation by BBCGN that the Advertising Copy is compliant with the Compliance Requirements.

2.3 If the Advertising Copy (including any re-submitted version thereof) is not received by the Delivery Deadline (as posted in the MEG Platform) but BBCGN does accept late delivery of it (at is sole discretion), BBCGN may charge the Media Buyer for any loss and/or additional expenses it incurs as a result of such late delivery (including internal costs), and reserves the right to adjust the value/quantity of the relevant Media Placements for which the bid was received (on a pro-rata basis) to reflect: (i) the period of delay and (ii) such loss and/ or additional expenses that BBCGN has incurred. For the avoidance of doubt, if the Buyer fails to deliver the Advertising Copy in accordance with these terms, the Client will remain liable to pay the Media Price applicable (as posted in the MEG Platform) in full.

2.4 The Media Buyer agrees to grant and/or to procure for BBCGN a perpetual, royalty-free and non-exclusive licence to use the Advertising Copy for the purposes of the Media Placement.

2.5 The Media Buyer will remain responsible for supporting the testing of the delivering and serving of the Advertising Copy, at BBCGN’s reasonable request and directions.

2.6 In no event will BBCGN be liable for any loss or damage to the Advertising Copy or any other materials supplied to BBCGN by the Media Buyer. BCCGN shall not be responsible for returning any Advertising Copy or related materials to the Media Buyer.

3. Publishing of Advertising Copy

3.1 BBCGN shall use reasonable endeavours to publish the Advertising Copy in the specified Media Placements (as posted in the MEG Platform) for which a bid is made and accepted. The Media Buyer acknowledges and agrees that delivery against the sold Media Placements is not guaranteed by BBCGN in any way, and that if BBCGN is not able to deliver the sold Media Placements, it is only bound to offer alternative Media Placements which have the: (i) same day-part and (ii) same programme content, as for the initial sold Media Placement within the 2 week period commencing from the specified publishing date for the initial sold Media Placement.

3.2 If BBCGN has not provided relevant Media Placements within the prescribed 2 week period under clause 3.1 above, BBCGN may offer the Media Buyer either: (i) a refund of the relevant Media Price via the MEG Platform; or (ii) other alternative Media Placement, which the Media Buyer may accept or reject via the MEG Platform, and in the case of rejection by the Media Buyer, BBCGN will refund the relevant Media Price via the MEG Platform. The Media Buyer shall have no other claim, right or remedy against BBCGN in respect of the failed delivery of Media Placements.

3.3 For the avoidance of doubt, the Media Buyer cannot cancel its bid for the Media Placement after it has been accepted by BBCGN via the MEG Platform.

3.4 The Media Buyer acknowledges and agrees that the media within which any Media Placement is provided by BBCGN is subject to compliance with various laws and broadcasting codes and relevant licence terms, and as such:

(a) the content, name, layout and scheduling of the media remains entirely within the discretion of BBCGN in its capacity as a broadcaster and/or publisher;

(b) BBCGN (or its licensors) reserves the right for whatever reason to cease or interrupt the display and/or broadcasting of the media or of the editorial content within it without prior notice to the Media Buyer; and

(c) that in the event of any such disruption, it shall have no recourse to any claim of damages arising directly or indirectly from the cessation or interruption of the broadcasting of the media, without prejudice to its rights under Clauses 3.1 and 3.2 above .

4. Media Buyer Warranties

4.1 The Media Buyer warrants, represents and undertakes to BBCGN that:-

1. it will provide, and/or shall procure all reasonable cooperation, in respect of the provision of the Advertising Copy;

1. where the Media Buyer is an advertising agency and is acting on behalf of a separate advertiser, it is duly authorised to act on behalf of the advertiser in respect of its obligations under these Terms and agrees to be liable as principal for the performance of all such obligations (including the breach of any warranty, representation and undertaking set out in these Terms);

1. any Advertising Copy provided to BBCGN, and any publishing of any Advertising Copy by BBCGN, will not:

(i) infringe the copyright, trade mark and/or any other intellectual property rights of a third party;

(ii) be defamatory to any third party;

(iii) give rise to a right of any third party to claim payment and/or damages; and

(iv) be in breach of any Compliance Requirements;

1. it has obtained and paid for all necessary consents, licences and permissions to advertise and publish the Advertising Copy within the Media Placements and for BBCGN to fully exercise the rights and licences granted to it under these Terms;

1. it shall not undertake the collection or processing of any end user data in respect of the Media Placements, unless otherwise agreed with BBCGN (which will require entering into additional terms);

1. it shall not conduct itself in any way which causes, or is likely to cause, damage to the reputation of BBCGN and/or the BBC;

1. it shall use latest industry-standard anti-virus software and measures, in accordance with good industry practice, to prevent any virus from being contained in any media files it provides or sends to BBCGN;

1. if any music (including any sound recordings, musical compositions or performances embodied in such music), are included in the Advertising Copy, the Media Buyer shall pay for, and fully clear, the use of such music in order for BBCGN to publish and make the Advertising Copy available to the public via the Media Placements; and

1. no organisation or individual involved in the production of the Advertising Copy or otherwise engaged by the Media Buyer and/or its advertiser client (if applicable) is on the sanctions list published by the United Kingdom, United States, European Union and/ or any other relevant country or territory.

4.2 The Media Buyer acknowledges and agrees that any breach of the warranties set out in Clause 4.1 above shall entitle BBCGN to immediately suspend or cease the publishing of the Advertising Copy without incurring any liability in respect of this.

4.3 The Media Buyer shall indemnify BBCGN (on behalf of itself and each of its group companies, collectively, the “BBCGN Indemnitees”), and keep BBCGN fully indemnified against all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses (including loss of profits), penalties, claims, demands and liabilities suffered or incurred by any of the BBCGN Indemnitees and which arise from any breach of the Media Buyer’s warranties or obligations set out in these Terms.

4.4 The Media Buyer shall provide BBCGN with full co-operation in defending any claim or complaint concerning the Advertising Copy, including but not limited to providing evidence in support of advertising claims and copies of underlying rights clearances.

4.5 The Media Buyer acknowledges and agrees that:

(a) BBCGN has not provided it with any guarantees or warranties concerning the reach of the Media Placements or target audience, including any campaign delivery targets;

(b) any delivery targets and/or statistics related to the Media Placements that are provided by BBCGN are an estimate based on current available research/platform data and for the Media Buyer’s information purposes only, and should not be relied on by the Media Buyer as any type of representation, warranty and/or undertaking by BBCGN; and

(c) BBCGN’s maximum liability to the Media Buyer for the provision of a Media Placement in accordance with these Terms (howsoever arising, including in tort (including negligence), under statute or otherwise), shall be limited to the Media Price paid in respect of such Media Placement, save for liability which cannot be limited or excluded at law, including liability for fraudulent acts, death and/or personal injury.

5. General

5.1 All notices and any other communications issued under these Terms shall be in writing and sent via the MEG Platform internal messaging functions. All such communications shall be deemed to have been received on the date that the internal message containing the communication was sent, unless (i) it was sent after 5pm or on a weekend or public holiday, in which case it will be deemed to have been received on the next business day within the U.K, or (ii) an error transmission message is sent by the MEG Platform, in which case Clause 5.2 will take effect.

5.2 In the event of a failure to send a communication via the MEG Platform, BBCGN and the Media Buyer each agree that the other party has its consent to seek the contact details of that party from MEG in order to send a communication directly to that party (including by email) and such communication sent directly to the other party shall be taken to have occurred on the date that such communication is sent (if sent by email unless it was sent after 5pm or on a weekend or public holiday, in which case, it will be deemed to have been received on the next business day within the U.K unless an error transmission message is sent by the sender’s email server) or on the 5th business day after it was posted (if notice is posted by recorded delivery). Each party reserves the right to also send any notice that concerns a party’s liability and/or termination rights under these Terms to the other party in accordance with this Clause 5.2 (in addition to any such notice given in accordance with Clause 5.1).

5.3 Any communication provided/sent by BBCGN and/or the Media Buyer to the other party via the MEG Platform or otherwise in relation to a Media Placement shall be confidential to the sending party. Any information posted by BBCGN via the MEG Platform in respect of any Media Placements available for sale are confidential to BBCGN.

5.4 These Terms and any dispute or claim (including non-contractual disputes or claims) in respect of these Terms, including the subject matter or formation of these Terms, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales (or at the option of BBCGN, the courts of any territory in which the Media Buyer is established) shall have the exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms.