Advertiser Terms and Conditions

1. About these terms

1. These terms and conditions (the Terms) apply to every campaign booked with [Company legal name] Ltd, trading as Curb Network, a company registered in England and Wales under company number [Company number], with its registered office at [Registered address] (Curb, we, us).
2. These Terms, together with each Insertion Order, form the contract between Curb and the Advertiser (the Agreement). They apply to the exclusion of any other terms the Advertiser seeks to impose, including terms in a purchase order, even if we accept or acknowledge it.
3. If there is a conflict between these Terms and an Insertion Order, the Insertion Order takes priority, but only for that campaign and only if it expressly says it overrides these Terms.
4. These Terms are for business customers only. By booking a campaign you confirm that you are acting in the course of a business.

2. Definitions

Advertiser

The business named in the Insertion Order whose products, services or messages are advertised, and, where an Agency books on its behalf, that Agency as well (see the section on agencies).

Agency

A media, creative or other agency that books a Campaign on behalf of an Advertiser.

Campaign

The advertising described in an Insertion Order, including its dates, Target Areas, volume and Fees.

Creative

All advertising content supplied by or for the Advertiser for display on the Network, including images, video, animation, text, logos, trade marks, QR codes and linked landing pages.

Fees

The charges for a Campaign set out in the Insertion Order, and any other charges payable under these Terms.

Impressions

Estimated opportunities to see a Creative, calculated using the methodology described in the section on proof of play and reporting.

Insertion Order

The booking document, proposal or order form agreed and signed (including electronically) by both parties that describes a Campaign.

Network

Curb's network of LCD screens mounted on delivery bags carried by independent riders, and the software that schedules and reports on them.

Play

One complete display of a Creative on one screen, for the slot length set out in the Insertion Order.

Target Area

Any geographical area, such as a borough, postcode district or custom geo-fence, in which the Campaign is to be shown.

3. Bookings and insertion orders

1. Proposals, rate cards and availability we provide are indicative and are not offers. A booking becomes binding only when both parties have signed an Insertion Order.
2. Each Insertion Order will set out, as a minimum, the Campaign dates, Target Areas, slot length and frequency or share of voice, the estimated Plays or Impressions (if any), the Fees and the invoicing schedule.
3. Inventory is allocated in the order in which Insertion Orders are signed. We may accept provisional holds on inventory for up to [5] business days, after which they lapse unless an Insertion Order is signed.
4. Unless an Insertion Order expressly grants it, no Campaign is exclusive. We may show advertising for other businesses, including competitors of the Advertiser, on the same screens and in the same areas. [If category exclusivity is offered, set out its scope and price here.]
5. We may refuse any booking at our discretion, including where we reasonably believe the Campaign would breach these Terms or harm our reputation, our riders or the public.

4. How the network works

1. Our screens are carried by riders during their normal delivery work. Riders are independent contractors, and we do not direct where, when or for how long they ride.
2. As a result, the number of active screens, and where they are at any time, depends on factors outside our control, including rider availability, delivery demand, weather, traffic, road closures and events.
3. We will use reasonable skill and care to schedule and deliver each Campaign in line with its Insertion Order, and to keep screens in good working order.
4. Screens do not play audio. [Confirm.] Display brightness is adjusted automatically for daylight and night-time and to reduce distraction to road users.

5. Geo-targeting

1. Where an Insertion Order specifies a Target Area, the Network uses GPS location from each active screen to show the Creative only when that screen is within the Target Area.
2. Geo-targeting is provided on a best-efforts basis. GPS accuracy varies, particularly between tall buildings, in tunnels and in poor weather, and screens update their position at intervals. Plays may therefore occasionally occur just outside a Target Area, and some eligible time inside it may be missed.
3. Plays recorded within [50] metres of a Target Area boundary count as delivered within it. [Confirm the tolerance.]
4. We do not guarantee that a Creative will be shown at any specific address, venue, time or event, unless the Insertion Order expressly says so.
5. Where the law or these Terms restrict where certain advertising may appear (for example, near schools), we will apply exclusion zones on a best-efforts basis, subject to the same limits on accuracy. This does not reduce the Advertiser's own responsibility for ensuring its Creative is lawful.

6. Creative specifications and delivery

1. The Advertiser must supply final Creative that meets our current technical specifications [link to specification sheet: resolution, aspect ratio, file formats, maximum file size, frame rate, slot length, safe areas] at least [5] business days before the Campaign start date.
2. If Creative is late, incomplete or does not meet the specifications, we may delay the start of the Campaign. The Fees remain payable in full, and we are not required to extend the Campaign or provide make-goods for Plays lost as a result.
3. We may make minor technical adjustments to Creative, such as re-encoding, resizing or adjusting brightness, so that it displays correctly and safely. We will not otherwise alter Creative without the Advertiser's approval.
4. Where we agree to produce or adapt Creative for the Advertiser, any production fees and the approval process will be set out in the Insertion Order.
5. The Advertiser is responsible for any website, landing page or QR code destination included in Creative, and for keeping it live and lawful for the duration of the Campaign.

7. Creative approval and content standards

1. All Creative is subject to our approval before it runs. We will aim to approve or give reasons for rejecting Creative within [2] business days of receiving it.
2. The Advertiser must ensure that all Creative:
   1. complies with the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code), the rulings and guidance of the Advertising Standards Authority (ASA), and all applicable laws and regulations, including consumer protection, financial promotion, data protection and equality laws;
   2. is legal, decent, honest and truthful, and is not misleading, including by omission;
   3. is suitable for display in public places where it may be seen by people of all ages, including children;
   4. does not infringe the intellectual property, privacy or other rights of any person, and has all necessary clearances and consents, including from any person shown or named in it;
   5. is safe to display to road users: it must not contain rapidly flashing or strobing images, content likely to trigger photosensitive epilepsy, imagery that resembles traffic signs, signals or emergency vehicle lighting, or anything else likely to distract or confuse drivers, cyclists or pedestrians; and
   6. does not bring Curb, our riders or the delivery sector into disrepute.
3. Our approval of Creative is not a representation that it complies with the CAP Code or the law, and does not reduce the Advertiser's responsibility for it.
4. We may remove or suspend any Creative at any time, without liability, if we reasonably believe it breaches these Terms, or if we receive a complaint, an ASA ruling or investigation, a request from a regulator, police or local authority, or a credible threat to rider safety. We will tell the Advertiser promptly and give it the chance to supply replacement Creative. If Creative is removed because it breaches these Terms, the Fees remain payable.
5. The Advertiser must tell us promptly if it becomes aware of any complaint, ASA investigation or legal claim relating to its Creative.

8. Prohibited and restricted categories

1. We will not accept advertising for, or Creative that promotes:
   1. tobacco products, e-cigarettes, vaping products, nicotine pouches or related products [confirm policy on nicotine products];
   2. illegal drugs, drug paraphernalia, weapons, or any illegal product, service or activity;
   3. prescription-only medicines;
   4. sexually explicit or adult entertainment content, or escort services;
   5. political parties, candidates, campaigns or referendums [confirm policy on political and issue-based advertising];
   6. high-cost short-term credit (payday loans) [confirm];
   7. content that is discriminatory, hateful, violent, threatening, or that targets or exploits vulnerable people; or
   8. anything else we reasonably consider inappropriate for display on the Network.
2. The following categories are restricted. We will consider them case by case, and may require additional approvals, targeting restrictions or exclusion zones:
   1. alcohol;
   2. gambling, betting, lotteries and gaming [confirm whether prohibited or restricted];
   3. food and drink high in fat, salt or sugar [confirm policy in light of current UK restrictions on less healthy food advertising];
   4. financial promotions, including investments, cryptoassets and consumer credit, which must be approved by or communicated by a firm authorised by the Financial Conduct Authority where the law requires;
   5. dating services, religious organisations and charities;
   6. food delivery platforms, courier services and other businesses that compete with or engage our riders [confirm policy].
3. We may update these lists from time to time. Changes will not affect Creative already approved for a signed Insertion Order unless the law requires.

9. Proof of play and reporting

1. The Network records a proof-of-play log for every Play, including the Creative shown, the screen ID, the date and time, and the GPS location of the screen.
2. We will provide a Campaign report [within 10 business days of the end of the Campaign], and interim reports [weekly] during it, showing Plays delivered, their distribution by area and time, and estimated Impressions. During the Campaign the Advertiser can also view Plays by zone in our online advertiser dashboard.
3. Impressions are estimates, not measurements. We model them from the location and time of each Play [name any third-party footfall, traffic or population data used in the model] using our current methodology, which we will describe on request. Impression estimates are provided in good faith but are not guaranteed.
4. Reports are aggregated and do not identify individual riders or members of the public. The screen bags have no cameras, no facial recognition and no sensors that capture passers-by, so reports contain no personal data about people who see the screens.
5. Our proof-of-play logs are the definitive record of delivery, except in the case of a manifest error. If the Advertiser disputes a report, it must tell us in writing within [30] days of receiving it, giving reasonable detail. We will investigate in good faith and share relevant log data.
6. If an Insertion Order provides for independent verification or a third-party audit, the scope, costs and confidentiality terms will be set out in that Insertion Order.

10. Delivery variance and make-goods

1. Where an Insertion Order states a number of Plays or Impressions, that number is an estimate unless the Insertion Order expressly states that it is guaranteed.
2. Where delivery is guaranteed and we deliver less than [90]% of the guaranteed Plays or Impressions for reasons within our reasonable control, we will, at our option and as the Advertiser's sole remedy:
   1. provide additional Plays of equivalent value (a make-good) during the Campaign or within [30] days of its end, in the same or comparable Target Areas; or
   2. if a make-good is not reasonably possible or the Advertiser reasonably rejects it because the Campaign is time-sensitive, credit or refund the Fees for the undelivered portion pro rata.
3. Delivery above the stated volume is provided at no extra charge.
4. No make-good is due for under-delivery caused by late or non-compliant Creative, Creative removed under these Terms, restrictions the Advertiser requests after signing, Target Areas too small to deliver the booked volume, or a Force Majeure Event.

11. Fees

1. The Advertiser must pay the Fees set out in each Insertion Order.
2. Unless stated otherwise, Fees are in pounds sterling and exclude VAT, which will be added at the applicable rate.
3. Fees for creative production, adaptation, bespoke reporting, third-party verification and any other additional services are charged separately as set out in the Insertion Order.
4. [Agency commission: state whether rates are quoted gross or net of agency commission, and the commission rate, if any.]

12. Invoicing and payment

1. Unless the Insertion Order says otherwise, we will invoice [100% of the Fees on signature of the Insertion Order] [or: 50% on signature and 50% at the start of the Campaign] [or: monthly in advance]. We may require payment in full before the Campaign starts for new customers.
2. Invoices are payable within [30] days of the invoice date, without deduction or set-off, to the bank account shown on the invoice.
3. If a payment is late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend any Campaign until all overdue amounts are paid.
4. If the Advertiser disputes an invoice in good faith, it must tell us in writing within [14] days of the invoice date, and pay any undisputed amount on time.
5. We will always tell you our bank details in writing and will never change them by email alone. Please call us to confirm before paying to new bank details. [Confirm a verification process.]

13. Cancellation and changes

1. The Advertiser may cancel a Campaign by giving us written notice. The following cancellation charges apply, as a percentage of the Fees for the cancelled Campaign: [confirm all figures]

   Notice given before the start date	Cancellation charge
   More than [28] days	[0%]
   [14 to 28] days	[50%]
   Fewer than [14] days, or after the start date	[100%]

2. Requests to change the dates, Target Areas or volume of a signed Campaign are subject to availability and our written agreement. Changes may affect the Fees.
3. We may reschedule a Campaign by up to [7] days, or substitute equivalent Target Areas, where operationally necessary. We will tell the Advertiser as soon as we can. If the change is material and the Advertiser does not accept it, the Advertiser may cancel the affected part without charge and receive a refund of any Fees paid for it.

14. Intellectual property

1. The Advertiser (or its licensors) keeps all intellectual property rights in the Creative.
2. The Advertiser grants Curb a non-exclusive, royalty-free, worldwide licence (with the right to sublicense to our service providers) to use, copy, store, adapt (for technical purposes only) and display the Creative on the Network for the purpose of performing the Agreement.
3. Unless the Advertiser tells us otherwise in writing, it also grants us a non-exclusive, royalty-free licence to show images, video and descriptions of the Creative as it appeared on the Network, together with the Advertiser's name and logo, in our case studies, credentials, website and social media, during and after the Campaign. [Confirm whether this should be opt-in instead.]
4. Curb keeps all intellectual property rights in the Network, our software, reports (excluding the Creative), methodologies, data and know-how. The Advertiser may use our reports for its internal business purposes and to evaluate the Campaign, and may share them with its Agency and advisers.

15. Advertiser responsibilities and indemnity

1. The Advertiser warrants that it has full power and authority to enter into the Agreement, and that the Creative and its use under these Terms comply with the section on creative approval and content standards.
2. The Advertiser will indemnify Curb against all losses, damages, costs (including reasonable legal fees), fines and liabilities arising from any claim, complaint or regulatory action that the Creative, or any product, service or landing page it promotes, infringes any person's rights or breaches any law, regulation or the CAP Code.
3. We will tell the Advertiser promptly about any claim covered by this indemnity, allow it to conduct the defence at its own cost, and give reasonable assistance.

16. Agencies

1. An Agency that books a Campaign confirms that it has authority to bind the Advertiser, and it is jointly and severally liable with the Advertiser for all obligations under the Agreement, including payment of the Fees, unless we agree in the Insertion Order that the Agency acts only as a disclosed agent. [Confirm the preferred position on agency liability.]
2. The Agency must make sure the Advertiser is aware of these Terms.

17. Confidentiality

1. Each party will keep confidential the other's non-public business information, including pricing, Campaign plans before launch, reports and technical information about the Network, and will use it only to perform the Agreement.
2. This does not apply to information that is or becomes public (other than through a breach), that the receiving party already had or independently develops, or that must be disclosed by law or a regulator, or to professional advisers under a duty of confidence.
3. This section continues for [3] years after the Agreement ends.

18. Data protection

1. Each party will comply with the UK GDPR and the Data Protection Act 2018. Each party is an independent controller of the business contact details of the other's personnel, which it will use only to manage the Agreement and the business relationship, in line with its own privacy notice. Our handling of personal data is described in our Privacy Policy.
2. Campaign reports we provide contain aggregated data only and do not include personal data about riders or members of the public. The Advertiser must not attempt to identify any individual from reports or any data we provide.
3. The Advertiser is solely responsible for any personal data it collects through its Creative, QR codes or landing pages. If a Campaign requires either party to process personal data on the other's behalf, the parties will agree a separate data processing agreement before it starts.

19. Liability

1. Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, the Advertiser's payment obligations or indemnity, or any other liability that cannot be limited or excluded by law.
2. Subject to the clause above, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
3. Subject to the first clause in this section, Curb's total liability arising under or in connection with each Insertion Order is limited to [100%] of the Fees paid and payable under that Insertion Order. [Confirm cap; consider an aggregate annual cap.]
4. Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, we do not warrant any particular sales, response, brand-lift or other commercial outcome from a Campaign.

20. Term, suspension and termination

1. The Agreement starts when the first Insertion Order is signed and continues until all Campaigns under it have ended and all Fees are paid.
2. Either party may terminate an Insertion Order immediately by written notice if the other party:
   1. commits a material breach and, if it can be remedied, fails to remedy it within [14] days of being notified; or
   2. becomes insolvent, enters administration, liquidation or any arrangement with creditors, or ceases to trade.
3. We may suspend a Campaign without liability if the Advertiser fails to pay any amount when due, or if suspension is needed under the section on creative approval and content standards.
4. On termination, all unpaid Fees for Plays already delivered become immediately payable. If we terminate because of the Advertiser's breach, the cancellation charges above also apply. Clauses that are intended to survive termination, including those on payment, intellectual property, indemnity, confidentiality, liability and governing law, will continue.

21. Force majeure

1. Neither party is liable for any failure or delay in performing its obligations (other than payment) caused by events beyond its reasonable control (a Force Majeure Event), including severe weather, flood, fire, epidemic, war, terrorism, civil unrest, strikes or industrial action (other than of its own staff), widespread failure of mobile networks, GPS or power, acts of government or regulators, and road closures or restrictions on cycling or delivery activity.
2. The affected party must tell the other promptly and use reasonable efforts to reduce the impact. The parties will agree in good faith how to reschedule affected Plays. If a Force Majeure Event prevents delivery of a Campaign for more than [14] days, either party may cancel the affected part without liability, and we will refund any Fees paid for undelivered Plays.

22. General

1. Entire agreement. The Agreement is the entire agreement between the parties about its subject matter. Each party confirms it has not relied on any statement not set out in the Agreement, but nothing limits liability for fraudulent misrepresentation.
2. Changes to these Terms. We may update these Terms from time to time. The version in force when an Insertion Order is signed applies to that Insertion Order.
3. Assignment. The Advertiser may not assign or transfer its rights under the Agreement without our written consent. We may assign the Agreement to a group company or a buyer of our business.
4. Subcontracting. We may use subcontractors to perform the Agreement, and we remain responsible for them. Riders are independent contractors engaged by us and are not parties to the Agreement.
5. Notices. Notices must be in writing and sent by email to the addresses in the Insertion Order (for Curb, hello@curbnetwork.com) or by post to the registered office.
6. Third parties. No one other than the parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.
7. Waiver and severance. A delay in enforcing a right is not a waiver of it. If any provision is found invalid, the rest of the Agreement remains in force.
8. Relationship. Nothing in the Agreement creates a partnership, joint venture or agency between the parties.

23. Governing law and disputes

1. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the law of England and Wales.
2. The parties will first try to resolve any dispute through good-faith discussion between senior representatives. If it is not resolved within [30] days, the courts of England and Wales have exclusive jurisdiction.