Introduction
he Buyer has agreed to purchase media and related advertising services from Native on the commercial terms set out in the above Booking Form, subject to these Terms and Conditions. By signing the Booking Form, the Buyer confirms its agreement to these Terms and Conditions. If the Parties have entered into a separate Master Services Agreement, the terms of that Master Services Agreement shall prevail to the extent of any conflict or inconsistency with these Terms and Conditions. In the absence of any Master Services Agreement, this Booking Form and these Terms and Conditions constitute the entire agreement between Native and the Buyer for the Advertising Services described in the Booking Form.
Definitions
“Advertiser” means the entity (including any brand, product, or service) whose goods or services are promoted in the Advertising, as identified in the Booking Form. Where the Buyer is an Agency, the Advertiser is the Agency’s client for whom the Agency has booked the Advertising.
“Advertiser Materials” means all copy, artwork, logos, branding, creative content, product information, digital assets, and any other materials provided to Native by or on behalf of the Buyer or the Advertiser for use in connection with the Advertising Services.
“Advertising” means any paid-for communication, promotion, placement, activation, or related service provided by Native for the purpose of marketing, publicising, or promoting a brand, product, service, event, or organisation, including (without limitation) media placements (such as email campaigns, social media amplification, digital or out-of-home advertising, and website placements), on-campus activations and promotional stalls, staffing (including brand ambassadors, event managers, and other personnel), sponsorships (including Fair Sponsorships and Custom Sponsorships), insights and reporting services (such as student research and campaign performance analysis), creative production and campaign execution, and any other promotional activity or deliverable forming part of an Ad Product or described in a Booking Form.
“Advertising Campaign” means the agreed programme of Advertising to be delivered by Native, as described in the Booking Form, comprising the activities, deliverables, and placements included within one or more Ad Products, scheduled to run during the Campaign Period.
“Advertising Delivery Date” means the deadline by which the Buyer must provide the Advertiser Materials to Native for a particular Advertising placement. The Advertising Delivery Date will be as agreed in writing between the parties or as specified in the Booking Form, and will be no later than the start date of the relevant Advertising activity as set out in the Booking Form.
“Advertising Products” (“Ad Products”) means the specific advertising formats, channels or activation types through which Advertising is delivered.
“Advertising Services” means the provision of Advertising by Native under this Agreement, including any related planning, production, coordination, fulfilment, staffing, reporting, or other activities required to deliver the Advertising described in the Booking Form.
“Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than fifty per cent (50%) of the voting share capital or equivalent ownership interest
“Agency” means an advertising agency, if identified as the Buyer in the Booking Form, which enters into this Agreement as principal and not as agent for any Advertiser.
“Agreement” means the contract between Native and the Buyer comprising the Booking Form (including any order details or special terms set out in it) together with these Terms and Conditions.
“Applicable Advertising Regulations” means all applicable laws, statutory instruments, regulations, codes of practice (whether voluntary or mandatory), guidance, rulings, or adjudications issued by the Advertising Standards Authority, Ofcom, or any other relevant regulatory body, including the UK Code of Non-broadcast Advertising (CAP Code) and the UK Code of Broadcast Advertising (BCAP Code), in relation to the Advertising.
“Buyer” means the entity identified as the Buyer in the Booking Form. The Buyer may be the Advertiser or, where an Agency is acting as principal, the Agency.
“Business Day” means a day (other than a Saturday, Sunday, or public holiday) on which banks are open for business in England.
“Campaign Period” means the period during which the Advertising Campaign will run, as set out in the Booking Form, and which may include multiple start dates or date ranges for different Advertising activities.
“Code of Conduct” means Native's Advertiser Code of Conduct, as provided to the Buyer in the advertiser handbook or otherwise made available by Native from time to time.
“Content Acceptance Policy” means Native’s guidelines and standards for advertising content or materials, as provided or made available to the Buyer from time to time, and as updated by Native periodically.
“Data Protection Legislation” means all applicable laws and regulations relating to data protection, privacy, and the processing of personal data, including the Data Protection Act 2018, the UK General Data Protection Regulation, the Data (Use and Access) Act 2025, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), and any binding codes of practice or guidance issued by the Information Commissioner’s Office or any other relevant supervisory authority.
“Effective Date” means the date on which this Agreement commences in accordance with clause 8.1.
“Fees” means the fees payable by the Buyer for the Advertising, as set out in the Booking Form, subject to any adjustments made in accordance with this Agreement.
“Force Majeure Event” means any event or circumstance beyond a party’s reasonable control which prevents or delays that party from performing its obligations under this Agreement. Force Majeure Events include, without limitation, acts of God, war, terrorism, riot or civil commotion, epidemic or pandemic, acts of government or regulatory authority, national emergency, fire, flood, explosion, or failure of public utilities or transport networks.
“Master Services Agreement” (“MSA”) means any separate overarching agreement between Native and the Buyer that sets out general terms for the provision of services by Native. Where such agreement exists and is stated to apply to the services described in the Booking Form, it shall govern the provision of the Advertising Services, and shall take precedence over these Terms and Conditions in the event of any conflict.
“Native” means Radar Leisure Tech Limited, trading as “Native”, a company registered in England and Wales (company number 09729773) with its registered office at 30 Bankside Court, Stationfields, Kidlington, Oxfordshire, OX5 1JE (and “Native” shall include its successors and permitted assigns).
1. Provision of Advertising Services
Native shall provide the Advertising Services described in the Booking Form during the Campaign Period, using reasonable skill and care and in accordance with the agreed specifications and timelines. Native's obligation to do so is conditional upon the Buyer complying with its payment obligations and supplying all Advertiser Materials on time, in the required format, and to the required standard. Native may, upon prompt written notice (and in any event not less than two (2) Business Days where commercially practicable), substitute any individual Advertising placement or activity with an alternative of equivalent or comparable reach, value, and audience, as determined by Native acting reasonably, where the originally agreed placement or activity becomes unavailable for reasons beyond Native's reasonable control (including the withdrawal or cancellation of any partner venue or event). If no reasonably equivalent alternative is available, Native shall refund or credit the Fees attributable to the affected Advertising on a pro-rata basis.
2. Agency Obligations
2.1. Agency as Principal. Where the Buyer is acting as an Agency, it enters into this Agreement as principal, not as agent for any third party. Accordingly, the Agency shall remain solely liable for fulfilling all obligations under this Agreement, including payment obligations, regardless of whether it receives payment from the Advertiser.
2.2 Authority. The Agency warrants that it has full authority from the Advertiser to contract with Native for the Advertising Services. The Agency shall indemnify Native against all losses, claims, costs (including reasonable legal fees), or damages incurred if this warranty proves incorrect or is challenged by the Advertiser.
2.3 No Obligation to Pursue Advertiser. For the avoidance of doubt, Native shall have no obligation to pursue or seek payment or performance from the Advertiser directly, whether or not the Agency has failed to fulfil its obligations under this Agreement.
3. Content and Materials
3.1. Provision of Materials and Cooperation. The Buyer shall:
3.1.1. provide all required Advertiser Materials to Native by the agreed Advertising Delivery Date for each item of Advertising;
3.1.2. cooperate fully with Native in all matters relating to the Advertising Campaign and respond promptly to any reasonable request for information, approvals, or materials required to deliver the Advertising;
3.1.3. ensure that all Advertiser Materials are accurate, complete, true, and not misleading in any material respect;
3.1.4. ensure that all claims, statements, or representations in the Advertising (including in any Advertiser Materials) comply with Applicable Advertising Regulations and all other applicable laws and regulatory requirements; and
3.1.5. comply with Native's Content Acceptance Policy and Code of Conduct, as notified to the Buyer and updated by Native from time to time.
3.2. Responsibility for Content. The Buyer is solely responsible for the Advertiser Materials it (or the Advertiser) provides and for the content of all Advertising published under this Agreement. Native shall have no liability to the Buyer (and the Buyer shall not be entitled to any refund or compensation) if:
3.2.1. the Buyer supplies incorrect, outdated, or otherwise unsuitable Advertiser Materials which are subsequently used in the Advertising; or
3.2.2. the Buyer fails to supply the required Advertiser Materials by the relevant Advertising Delivery Date, resulting in an inability or delay in Native’s publication of the Advertising.
3.3. Right to Reject or Remove Content. Native may refuse, reject, remove, suspend, or require changes to any Advertiser Materials or Advertising: (a) prior to acceptance, at Native's sole discretion; or (b) after acceptance, only where Native reasonably determines that the Advertiser Materials or Advertising: (i) breach Applicable Advertising Regulations or any other applicable law; (ii) expose Native to a material legal, regulatory, or reputational risk; or (iii) breach Native's Content Acceptance Policy or Code of Conduct. Where Advertiser Materials or Advertising are refused, removed, or suspended under this clause 3.3 as a result of the Buyer's breach of this Agreement or the nature of the Advertiser Materials, the Buyer shall remain liable for the Fees attributable to the affected Advertising as if it had been published, and Native shall have no obligation to provide any refund or credit.
4. Terms of Payment
4.1 Fees. The Buyer shall pay the Fees for the Advertising as set out under “Order Details” in the Booking Form. All Fees are exclusive of value added tax (VAT), which shall be payable by the Buyer in addition at the prevailing rate and in the manner prescribed by law.
4.2. Deposit. On execution of the Booking Form the Buyer shall pay a non-refundable deposit equal to twenty-five percent (25%) of the total Fees. Native shall have no obligation to reserve inventory, allocate resources, or commence delivery of any Advertising until the deposit has been received in cleared funds.
4.3. Balance. The balance of the Fees shall be invoiced in accordance with the campaign delivery schedule and shall be payable by the Buyer so that payment is received no later than fourteen (14) days prior to the start date of the relevant Advertising, or fourteen (14) days from the invoice date, whichever is earlier (provided that, if the invoice is issued less than fourteen (14) days before the start date of the relevant Advertising, payment shall be due immediately upon receipt of the invoice), unless otherwise agreed in writing by Native.
4.4. Condition of Performance. Receipt of the deposit and payment of all invoices in accordance with this clause 4 are strict conditions of Native’s obligation to perform the Advertising. If the Buyer fails to pay the deposit or any subsequent invoice when due, Native may suspend or cancel the relevant Advertising without liability, and the Buyer shall remain liable for all Fees due.
4.5. Credit Checks. Where the Buyer applies for credit terms, Native may undertake reasonable credit reference checks on the Buyer (including searches with credit reference agencies) for the purposes of assessing creditworthiness, fraud prevention, and debt collection. The Buyer acknowledges that any such searches may be recorded by the relevant credit reference agencies. Any personal data processed by Native in connection with credit checks shall be processed in accordance with clause 12 and applicable Data Protection Legislation.
4.6. Late Payment. The Buyer shall pay all invoices in accordance with the agreed payment terms. Native may withdraw any credit terms extended to the Buyer in the event of late payment or non-payment. In addition, Native may charge interest on any overdue amount from the due date until payment is received in full at a rate of four per cent (4%) per annum above the base lending rate of HSBC Bank plc, accruing daily, together with any reasonable costs (including legal fees) incurred by Native in recovering such sums.
4.7. Right to Suspend for Non-Payment. If any sum payable by the Buyer under this Agreement or in respect of any other Advertising provided by Native to the Buyer is overdue, Native may suspend or withhold further delivery of Advertising until all overdue amounts have been paid in full. Native shall have no obligation to commence, continue, or publish any Advertising while any invoiced amounts remain outstanding.
5. Cancellation
5.1. Cancellation by Buyer. Any request by the Buyer to cancel all or part of an Advertising Campaign after a booking has been confirmed must be made in writing (including by email) and sent to Native. Cancellation takes effect on the date Native receives the written notice.
5.2. Failure to Supply Information or Perform Obligations. If, after a booking is confirmed, the Advertising Campaign (or any part of it) cannot be delivered because of incomplete or inaccurate information provided by the Buyer at the time of booking, or because of the Buyer’s failure to fulfil its obligations under this Agreement (including clauses 2 or 3), such circumstances shall be treated as a cancellation by the Buyer of the affected elements of the Campaign.
5.3. Liability for Fees. In such cases, the Buyer shall be liable for the applicable cancellation fees set out in this clause 5.
5.4. Non-Refundable Deposit. The initial deposit of twenty-five percent (25%) of the total Fees, payable on booking in accordance with clause 4.2, is non-refundable. The deposit is committed to the Advertising Campaign at the time of booking and shall not be returned to the Buyer in the event of any cancellation.
5.5. Cancellation Fee (More Than 14 Days). If the Buyer cancels any portion of the Advertising Campaign more than fourteen (14) days before the scheduled start date of the relevant Advertising, the Buyer shall pay a cancellation fee equal to fifty percent (50%) of the Fees attributable to the cancelled portion. For the avoidance of doubt, the non-refundable deposit paid under clause 4.2 shall be credited toward this cancellation fee. Native shall issue a credit or refund for any Fees paid in advance for the cancelled portion in excess of this fifty percent (50%) cancellation fee.
5.6. Cancellation Fee (14 Days or Less). If the Buyer cancels any Advertising within fourteen (14) days of its scheduled start date, the Buyer shall remain fully liable for one hundred percent (100%) of the Fees for that Advertising. No refunds or credits shall be provided in such circumstances.
5.7. Effect on Discounts. If the Buyer cancels any part of an Advertising Campaign that was originally subject to a discounted or package rate (including, for example, multiple booking discounts or agency volume discounts), that discount shall cease to apply. Native may recalculate the Fees for Advertising already delivered (or still to be delivered) as part of the Campaign by applying its standard rate card pricing, and the Buyer shall be liable to pay any resulting increase.
6. Warranties
6.1 Buyer’s General Warranties. The Buyer represents and warrants, on its own behalf and (where the Buyer is an Agency) on behalf of the Advertiser, that:
6.1.1. Authority. It has full power and authority to enter into this Agreement and to perform its obligations under it, and that doing so will not conflict with or result in a breach of any other agreement or legal obligation by which the Buyer (or the Advertiser) is bound; and
6.1.2. Compliance of Advertiser Materials. All Advertiser Materials and their use in the Advertising Campaign shall comply with all applicable laws and regulatory requirements, including Applicable Advertising Regulations and Data Protection Legislation, and shall not infringe the rights (including intellectual property rights) of any third party.
6.2. Buyer’s Content Warranties. Without prejudice to clause 6.1, the Buyer further warrants that all Advertiser Materials, as of delivery to Native, are accurate, complete, truthful, and not misleading; lawful, decent, honest, truthful, and otherwise compliant with all applicable laws, regulations, and codes (including Applicable Advertising Regulations); not defamatory or obscene and not containing material likely to cause offence or to incite violence, hatred, or any illegal activity; free from viruses, malware, spyware, or other harmful code; and either owned by the Advertiser (or Buyer) or properly licensed for use, with the Buyer holding all necessary rights, permissions, and consents to use such materials and to authorise Native to use, reproduce, and publish them for the purposes of the Advertising Campaign.
7. Intellectual Property Rights
7.1.Advertiser Materials. The Buyer (or the Advertiser, as applicable) shall retain ownership of all intellectual property rights in the Advertiser Materials it provides to Native. The Buyer grants (on behalf of itself and/or the Advertiser) to Native a worldwide, non-exclusive, royalty-free licence to use, reproduce, publish, display, and distribute the Advertiser Materials solely for the purpose of providing the Advertising Services and fulfilling Native’s obligations under this Agreement. This licence shall extend to any of Native’s third-party delivery partners or media platforms as necessary to execute the Advertising Campaign. The Buyer represents and warrants that it has all rights and authority necessary to grant the foregoing licence.
7.2. No Alteration. Native shall not make any substantial alteration to the Advertiser Materials (such as modifying logos or changing messaging) without the Buyer’s prior written approval, except as reasonably necessary to meet technical or formatting requirements for publication or to correct obvious errors. Any minor or technical modifications made by Native in the course of preparing the Advertiser Materials for publication shall not affect the Buyer’s (or Advertiser’s) ownership of the underlying rights.
7.3. Native’s Materials and Deliverables. As between the parties, Native (and/or its licensors) shall own all intellectual property rights in any materials, content, software, data, reports, templates, methodologies, or other deliverables created, developed, or provided by Native in connection with the Advertising Services, except to the extent such materials comprise or incorporate any Advertiser Materials. Upon the Buyer’s payment in full of all Fees due under this Agreement, Native grants to the Buyer (and, where applicable, the Advertiser) a non-exclusive, royalty-free, worldwide licence to use any such deliverables or materials provided as part of the Advertising Campaign, but solely for the Buyer’s or Advertiser’s internal business purposes and the evaluation of the Advertising Campaign. The Buyer shall not resell, license to any third party, or exploit Native’s materials or deliverables for any purpose beyond the scope of this Agreement without Native’s prior written consent. All rights not expressly granted under this Agreement are reserved to Native.
7.4. No Trademark Licence. Nothing in this Agreement shall be construed to grant either party any rights to use the other party’s (or Advertiser’s) trade names, logos, or trademarks for any purpose outside the scope of the Advertising Campaign. Any such use shall require the express prior written consent of the owning party, and all goodwill arising from such use shall accrue to the owning party.
8. Commencement and Duration
8.1. Commencement. This Agreement commences and becomes legally binding on the date the Booking Form is signed by both the Buyer and Native, or if earlier, on the date Native receives the deposit payable under clause 4.2 or begins substantive performance of the Advertising in accordance with the Booking Form, whichever occurs first.
8.2 Duration. Subject to earlier termination in accordance with this Agreement, this Agreement shall remain in force until the end of the Campaign Period). Any renewal, extension, or additional Advertising shall be agreed in writing by the Parties through a new or amended Booking Form, which shall form part of this Agreement unless the Parties expressly agree otherwise in writing.
9. Termination
9.1. Automatic Termination. Unless expressly extended or renewed by mutual written agreement, this Agreement shall automatically terminate at the end of the Campaign Period (as defined in clause 8.2), subject to earlier termination under this clause 9. Termination or expiry shall not affect any rights, remedies, or obligations of either party which have accrued prior to the termination or expiry date.
9.2. Termination for Cause. Either party may terminate this Agreement with immediate effect by giving written notice to the other if:
9.2.1. the other party commits a material breach of any term of this Agreement (including a breach by the Buyer of clause 3.1 (Provision of Materials and Cooperation) and a failure by the Buyer to pay any amount due by the due date) and, where capable of remedy, fails to remedy such breach within thirty (30) days after receipt of written notice requiring its remedy; or
9.2.2 the other party becomes insolvent or unable to pay its debts, enters into administration or receivership, is subject to a bankruptcy or winding-up petition (which is not dismissed or withdrawn within thirty (30) days), passes a resolution for winding up (other than for a solvent restructuring), enters into any composition or arrangement with its creditors, or any analogous event occurs in any jurisdiction.
9.3 Consequences of Termination. Upon termination of this Agreement for any reason:
9.3.1. the Buyer shall immediately pay all outstanding invoices and any accrued but un-invoiced Fees for Advertising delivered up to the termination date;
9.3.2. if this Agreement is terminated by Native pursuant to clause 9.2.1 (Material Breach) or 9.2.2 (Insolvency) in respect of the Buyer, all Fees for Advertising booked shall become immediately due and payable as if the Buyer had cancelled the Campaign, and clause 5 (Cancellation) shall apply;
9.3.3. where this Agreement is terminated by Native as a result of a breach of the Code of Conduct by the Buyer, the Advertiser, or their representatives, Native may (a) decline to enter into any future Agreement with the Buyer, the Advertiser, or any connected organisation or individual, (b) inform the relevant Students' Union or University of its reasons, and shall have no liability for doing so; and
9.3.4. the following provisions shall survive termination or expiry of this Agreement and remain in full force and effect: clause 4 (Terms of Payment, to the extent of any accrued obligations), clause 9.3 (Consequences of Termination), clause 10 (Liability and Indemnity), clause 11 (Non-Circumvention), clause 12 (Data Protection), clause 13 (Confidentiality), and clause 14 (Miscellaneous).
10. Liability and Indemnity
10.1 Unlimited Liability. Nothing in this Agreement shall exclude or limit either party’s liability for: (i) death or personal injury caused by its negligence (or the negligence of its employees or agents); (ii) fraud or fraudulent misrepresentation; (iii) wilful misconduct; or (iv) any other liability which cannot be limited or excluded by law.
10.2. Failure to Deliver Advertising. Native shall use reasonable efforts to deliver the Advertising as agreed, but the Buyer acknowledges that no specific level of impression, reach, or outcome is guaranteed. If Native fails to publish or deliver any Advertising that has been booked and paid for (other than due to a breach by the Buyer or a Force Majeure Event), Native’s sole obligation and the Buyer’s exclusive remedy shall be, at Native’s discretion: (i) Native providing equivalent Advertising placement at a later time at no additional cost to the Buyer; or (ii) a refund of the Fees paid (or a release from the obligation to pay Fees invoiced) for the specific Advertising not delivered. Except for providing such make-good placement or refund, Native shall have no further liability for any failure to deliver Advertising as scheduled.
10.3. Liability Cap. Subject to clause 10.1, each party’s total aggregate liability to the other arising out of or in connection with this Agreement (whether in contract, tort, misrepresentation, breach of statutory duty, or otherwise) shall not exceed one hundred per cent (100%) of the total Fees paid and payable under the relevant Booking Form, provided that nothing in this clause shall cap or limit the Buyer’s liability in respect of its obligation to pay the Fees, any breach of its indemnities under this Agreement, or any claim that the Advertiser Materials infringe the rights of a third party.
10.4. Exclusion of Certain Losses. Subject to clause 10.1, neither party shall be liable to the other (whether in contract, tort, or otherwise) for: (i) indirect, special, or consequential losses; (ii) loss of actual or anticipated profits, revenue, business, or savings; (iii) loss of or damage to goodwill or reputation; or (iv) loss of data, in each case arising out of or in connection with this Agreement, whether or not the possibility of such loss or damage was foreseen.
10.5 Buyer Indemnity. The Buyer shall indemnify Native against all losses, liabilities, costs (including reasonable legal fees) and damages suffered by Native arising directly from: (i) claims relating to the Buyer’s lack of authority (if acting as Agency); (ii) breaches by the Buyer of its warranties under clause 6 or its obligations under applicable laws; (iii) claims alleging infringement by Advertiser Materials of third-party rights; (iv) regulatory complaints or enforcement actions directly arising from the Buyer's or the Advertiser's Materials; (v) substantiated claims of reputational harm to Native directly resulting from the Advertiser Materials; or (vi) misuse or misrepresentation of campaign data or results provided by Native; or (vii) death, personal injury, or property damage arising from the Buyer's (or Advertiser's) or their subcontractors' physical activations, attendance at events, or use of equipment on University premises; or (viii) any breach of the Buyer's warranties or obligations under Section 12. Failure by Native to give timely notice of a claim shall not relieve the Buyer of its indemnification obligations under this Section 10.5 except to the extent the Buyer is materially prejudiced by such delay.
10.6 Native Indemnity. (a) Native shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses (including reasonable professional costs and expenses) suffered or incurred by the Buyer arising out of or in connection with any claim made against the Buyer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Buyer's use of any materials, software, platforms, or deliverables provided by Native under this Agreement (excluding Advertiser Materials). (b) This indemnity shall not apply to the extent that any claim or infringement results from: (i) the Buyer's misuse or modification of the materials, software, platforms, or deliverables; (ii) the combination of the same with any product or service not provided by Native; or (iii) Native's compliance with any specific instructions or specifications of the Buyer. (c) The Buyer shall: (i) give Native prompt written notice of any such claim; (ii) give Native sole authority to defend or settle the claim, provided that Native shall not enter into any settlement that involves an admission of liability or imposes non-monetary obligations on the Buyer without the Buyer's prior written consent; and (iii) provide Native with all reasonable assistance in the defence of such claim.
10.7 Insurance. The Buyer shall maintain appropriate insurance policies with a reputable insurer sufficient to cover its liabilities under or in connection with this Agreement (including public liability and, where relevant, professional indemnity or advertising liability insurance) during the term and for a reasonable period thereafter (not less than three years). Upon reasonable request by Native, the Buyer shall provide evidence of such insurance.
11. Non-Circumvention
11.1. Restriction on Direct Dealings. During the term of this Agreement and for twelve (12) months after its expiry or termination (the “Restriction Period”), the Buyer shall not (and shall procure that the Advertiser shall not), without Native's prior written consent, purchase, contract for, or obtain (whether directly or through any agent, intermediary, network, or alternative supplier) any Advertising of the type supplied by Native under this Agreement from any Students' Union or other partner connected with a University specified in the relevant Booking Form or at which Advertising was delivered during the term of this Agreement.
11.2. Acknowledgement and Notification. The Buyer acknowledges (and shall procure that the Advertiser acknowledges) that Native has invested significant resources in developing and maintaining its network of Students' Unions and other delivery partners, and that any breach of clause 11.1 would cause significant harm to Native's business. The Buyer shall promptly notify Native in writing (and in any event within thirty (30) Business Days) if it is approached by any such organisation with a proposal to provide Advertising that could reasonably be viewed as conflicting with or circumventing Native’s rights under this Agreement, and shall provide reasonable details of any such approach on request.
12. Data Protection
12.1. Compliance with Data Protection Legislation. Each party shall at all times comply with all applicable Data Protection Legislation in relation to any personal data processed in connection with this Agreement. In particular, the Buyer and Native shall each ensure that any personal data they collect, disclose or otherwise process for the purposes of the Advertising Campaign is processed lawfully, fairly, and in a transparent manner, and that they have obtained all necessary consents or have another valid legal basis for such processing.
12.2. Data Provided by Buyer. The Buyer warrants that any personal data that it provides to Native in connection with the Advertising Campaign has been collected and disclosed to Native in compliance with Data Protection Legislation. The Buyer shall ensure that any individuals whose personal data is provided to Native have been given any notices and, if required, have given any consents necessary under Data Protection Legislation to allow Native to use that personal data for the purposes of fulfilling this Agreement. The Buyer shall indemnify Native for any losses arising from breach of the foregoing warranty.
12.3. Data Processing Arrangements. The parties anticipate that each party will act as an independent controller of personal data in the ordinary course of the Advertising Campaign. In the event that one party is required to process personal data on behalf of the other (for example, if Native were to process personal data as a processor for the Buyer or Advertiser), the parties shall, before any such processing commences, enter into a separate data processing agreement (or addendum) that meets the requirements of Data Protection Legislation to govern that processing. The parties shall each adhere to any obligations under such data processing agreement.
12.4. Data Security. Each party shall implement and maintain appropriate technical and organisational security measures to protect any personal data processed in connection with this Agreement against unauthorised or unlawful processing and against accidental loss, destruction or damage. Each party shall notify the other without undue delay upon becoming aware of any personal data breach (as defined in Data Protection Legislation) that is likely to impact the other party or any data subjects in relation to the Advertising Services, and shall provide reasonable cooperation to the other party in addressing any such breach.
12.5. Assistance and Cooperation. The Buyer and Native shall each reasonably assist the other in responding to any legally binding request from an individual to exercise their rights under Data Protection Legislation (such as a data subject access request) and in dealing with any formal inquiries or investigations from a competent data protection authority, to the extent such request or inquiry relates to the Advertising Services and the other party’s data. Each party shall also provide the other with the contact details of a person responsible for data protection compliance in connection with this Agreement.
13. Confidentiality
13.1. Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any information (whether communicated orally, in writing, electronically, or in any other form) that is disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, and that is identified as confidential or is by its nature or the circumstances of disclosure reasonably understood to be confidential. Confidential Information includes, without limitation, the terms and pricing of this Agreement and any Booking Form, any non-public information relating to a party’s business strategies, plans or operations, the Buyer’s or Advertiser’s marketing or campaign plans, any reports or results data from the Advertising Campaign, Native’s techniques, methodologies, software or platforms used in delivering the Advertising, and any personal data or other proprietary or sensitive information concerning a party’s business, finances, customers, or partners.
13.2 Exclusions. Information shall not be deemed Confidential Information to the extent that the Receiving Party can demonstrate that such information: (a) is or becomes generally available to the public other than through a breach of this clause 13 by the Receiving Party; (b) was already known to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records; (c) is lawfully disclosed to the Receiving Party by a third party who is not bound by an obligation of confidentiality to the Disclosing Party; or (d) was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
13.3. Obligations of Confidentiality. The Receiving Party shall hold all Confidential Information in strict confidence and shall use such information solely for the purpose of exercising its rights or performing its obligations under this Agreement. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party except as permitted in clause 13.4 or with the Disclosing Party’s prior written consent. The Receiving Party shall exercise at least the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.
13.4. Permitted Disclosures. Notwithstanding clause 13.3, the Receiving Party may disclose Confidential Information of the Disclosing Party: (a) to those of its (or its Affiliate’s) employees, officers, professional advisers, or contractors who need to know the information for the purposes of this Agreement, provided that each such recipient is bound by confidentiality obligations at least as protective as those in this Agreement (and the Receiving Party shall remain responsible for any unauthorised disclosure by such recipients); or (b) if and to the extent disclosure is required by law, court order, or by any governmental or regulatory authority, provided that (to the extent legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy; or (c) in the case of Native, to any Students' Union, university, or other delivery partner of Native, to the extent reasonably necessary to protect the welfare of students, comply with campus access policies, or explain the suspension, withdrawal, or termination of an Advertising Campaign under this Agreement or Native's Code of Conduct.
13.5. Return or Destruction. Upon the earlier of (i) termination of this Agreement or (ii) a written request by the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party, or at the Disclosing Party's option destroy, all documents, Advertiser Materials, and materials (in any medium) containing the Disclosing Party’s Confidential Information that are in the Receiving Party’s possession or control, and, upon request, certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain one secure copy of the Confidential Information for the sole purpose of and for so long as required by any applicable law, regulation, or its legitimate internal record-keeping or compliance policies, provided that any Confidential Information so retained remains subject to the confidentiality obligations of this Agreement.
13.6. Duration. The obligations in this clause 13 shall commence on the Effective Date of the Agreement (or, if any Confidential Information was exchanged in anticipation of this Agreement, from the time of first disclosure) and shall continue for a period of five (5) years following the termination or expiry of this Agreement. Any Confidential Information that qualifies as a trade secret (as defined by applicable law) shall remain subject to indefinite confidentiality obligations until it no longer qualifies as a trade secret or until disclosure is permitted under clause 13.2.
13.7. Publicity. Neither party shall issue any press release or public announcement concerning the detailed terms of this Agreement, any Booking Form, or specific Advertising Campaign outcomes without the other party’s prior written approval. Notwithstanding this restriction, Native shall be entitled to identify the Buyer (and Advertiser, if applicable) as a client and generally describe the Advertising Campaign (including publishing case studies or summary campaign information) in Native’s marketing materials, website, credentials, proposals, and pitch presentations. Native will not disclose commercially sensitive or confidential details without the Buyer's consent.
14. Miscellaneous
14.1. Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and delivered to the respective party’s address or email specified in the Booking Form (or to such other address or email as that party may notify to the other in writing from time to time). Notices delivered by hand or by courier will be deemed received at the time of delivery. Notices sent by first-class post will be deemed delivered on the second Business Day after posting (or, if sent internationally, on the fifth Business Day after posting). Notices sent by email will be deemed received on the day of transmission, provided that no bounce-back or delivery failure message is received; if an email is transmitted outside of normal business hours (after 5:00 pm on a Business Day or on a non-Business Day), it shall be deemed received on the next Business Day.
14.2. Entire Agreement; Precedence of MSA. This Agreement (comprising the Booking Form together with these Terms and Conditions) constitutes the entire agreement between the Buyer and Native with respect to its subject matter, and supersedes and extinguishes all prior discussions, correspondence, arrangements or understandings between them relating to the same. The Buyer acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, warranty or understanding (whether written or oral) that is not expressly set out in this Agreement. If the Parties have entered into a Master Services Agreement that is valid and applicable to the Advertising Services, then the terms of that Master Services Agreement shall apply to the extent of the Advertising Services and shall prevail over these Terms and Conditions in the event of any conflict or inconsistency. In all other cases, these Terms and Conditions (together with the Booking Form) shall govern and prevail.
14.3. Variation. No amendment or variation of this Agreement shall be effective unless it is in writing and signed by duly authorised representatives of both the Buyer and Native. This requirement for a signed writing shall apply equally to any waiver of any right or remedy under this Agreement.
14.4. Assignment. Neither party may assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Native may assign or transfer this Agreement (in whole or in part) to any acquirer of all or substantially all of Native’s business or assets to which this Agreement relates, or to any of its Affiliate companies, provided that Native shall remain liable to the Buyer for obligations existing as of the date of transfer.
14.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision (or the offending part thereof) shall be deemed deleted or modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. Any modification to or deletion of a provision under this clause shall apply only in the particular jurisdiction and circumstances in which such determination is made.
14.6. No Waiver. A failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. A single or partial exercise of any right or remedy shall not preclude or restrict the further exercise of that right or remedy. To be effective, any waiver of any term, provision or right under this Agreement must be made in writing and signed by the party granting the waiver.
14.7. Force Majeure. Neither party shall be in breach of this Agreement or liable for any delay in performing, or failure to perform, any obligation (other than an obligation to pay money) if such delay or failure is due to a Force Majeure Event. The party affected by the Force Majeure Event shall as soon as reasonably practicable notify the other party in writing of the nature and expected duration of the Force Majeure Event and take reasonable steps to mitigate its effect. If a Force Majeure Event continues for a period exceeding thirty (30) days and substantially prevents performance of this Agreement, either party may terminate this Agreement upon written notice to the other.
14.8. No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, association or fiduciary relationship between the parties. Each party is acting as an independent contractor. Except as expressly provided in this Agreement, neither party is authorised to act as agent for, bind, or incur any obligations on behalf of the other party.
14.9. Third Party Rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (or otherwise) to enforce any term of this Agreement.
14.10. Governing Law and Jurisdiction. This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.