This is an agreement for services between Audience2Media and the person or entity that completes and submits an Audience2Media Advertiser or Agency request form (the "Advertiser") or accepts the Advertiser Agreement via other contracts that reference the agreement. Usually, this is agreed via our digital Insertion Order system.
Audience2Media operates, maintains, and administers an Internet advertising platform (the "Platform"), comprised of advertising space provided by various independent Internet sites and desktop applications, which is sold to advertisers. Audience2Media also procures advertising space from third-party media owners and non-digital vendors on behalf of its clients, acting as an agency.
Advertisers must provide Audience2Media with complete, accurate and up-to-date information. Advertisers may not assume an identity other than their own when entering into this agreement with Audience2Media. Advertisers must notify Audience2Media of any changes to submitted information within three (3) business days of the change. Individuals must be 18 years of age or older to advertise with Audience2Media. Advertisers may not advertise products or services of a company for which they are not a legally authorised representative. Advertiser is solely responsible for any changes, debits, credits, authorized or unauthorized activity, and any other use of their Audience2Media advertising account, including use and activity by authorised agents of your company, and unauthorized use by those who have obtained your account information in any way whatsoever. Audience2Media reserves the right to terminate the account of any Advertiser at any time without prior notice, and/or pursue legal action in the event of system abuse, fraud, or any type of activity deemed inappropriate by Audience2Media. Advertiser agrees not to display any content on their advertising creative or landing page that is defamatory, libelous, pornographic, obscene, otherwise unlawful, or that infringes upon any party's intellectual property or other proprietary rights. Exclusively Audience2Media will determine fitness of creative and landing pages.
Your agreement to the terms of this advertiser registration form is signified when you complete and submit an advertiser request form or sign a contract or insertion order that states, "I agree that I have read and reviewed the terms and conditions, understand them completely, and have the authority to enter into such an agreement." You may not advertise with Audience2Media unless you agree to the terms of this Advertiser Agreement.
Audience2Media will be the sole arbiter in determining the number of impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed for all digital media activity.
Audience2Media will be solely responsible for determining charges to the Advertiser's account. Audience2Media reserves the right to immediately terminate your rights under this Advertiser Agreement with or without investigation or inquiry should Audience2Media have reason to believe that the Advertiser has violated this Advertiser Agreement. The Company may at any time elect to change and/or delete portions of this Advertiser Agreement with written notice to the Advertiser.
The failure of either party to this Agreement to object to or to take action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future wrongful conduct, violation or breach.
Advertiser agrees not to resell, delegate, assign, or otherwise transfer its rights or obligations under this agreement without the written authorisation from Audience2Media.
Audience2Media agrees to indemnify, defend and hold harmless Advertiser and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonably legal fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach of any duty, representation or warranty by Audience2Media under this Agreement. This section shall survive completion, cancellation, or termination of the Agreement.
Advertiser agrees to indemnify, defend and hold harmless Audience2Media and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonably attorney's fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of the content of the Advertiser's website, the business practices of the Advertiser, and any material breach of any duty, representation or warranty by Advertiser under this Agreement. This section shall survive completion, cancellation, or termination of the Agreement.
Fees
The Client agrees to pay all management fees and campaign budget as agreed, at times if otherwise agreed, in advance of the campaign start with managed services provided by Audience2Media Ltd/Audience2Media SDN BHD. All agreements will be digitally agreed via the Insertion Order system.
The management fee relating to all Influencer Marketing Campaigns cannot be refunded in full or in part once data found using the impact platform has been presented to the client(s) in respect of the complete management of the campaign.
Should the client wish to terminate the contract after data relating to the campaign has been presented to the client(s) then Audience2Media Ltd/Audience2Media SDN BHD reserves the right to keep the management fee as payment for campaign management services provided using the impact platform.
Taxes
In the United Kingdom, advertising services are generally subject to Value Added Tax (VAT) at the standard rate set by the Government. However, if the client is a registered UK charity, certain advertising services such as those aimed at the general public may be zero-rated for VAT purposes, provided specific conditions are met under HMRC guidance.
In Malaysia, advertising services are typically subject to the Sales and Service Tax (SST), specifically set by the Malaysian Government, which applies to taxable services provided by registered service providers.
Service Tax (SST) – Malaysia Agency-to-Agency Exemption
In accordance with Malaysian tax regulations, agency-to-agency transactions for advertising services are not subject to the Service Tax (SST), provided that both parties are registered service providers under the relevant legislation. Therefore, where Audience2Media SDN BHD engages in the supply of advertising services to another registered advertising agency within Malaysia, no SST will be applied to such transactions, in line with the exemption granted under the Service Tax (Exemption) Order.
Introductory Fee
The client(s) agrees to communicate directly with Audience2Media Ltd/Audience2Media SDN BHD on all campaigns managed by Audience2Media Ltd/Audience2Media SDN BHD and in respect of all communications with any influencers found and presented to the client(s) using the Impact platform.
Should the client wish to communicate directly with any influencer found through the impact platform and introduced to the client(s) relating to the campaign, and in respect of any further direct communications between the client(s) and the influencer relating to this campaign or any future campaigns, the client(s) agrees to:
- Provide Audience2Media Ltd/Audience2Media SDN BHD with 7 working days notice before communicating directly with the influencer relating to the campaign and
- Should the client(s) commence any work with the influencer directly relating to the campaign or any future campaigns, the client(s) agrees to pay Audience2Media Ltd/Audience2Media SDN BHD an introductory fee of £5,000 or equivalent local currency conversion.
Paid Media and Production Expenditure
The Client agrees to pay all media buying and production costs incurred and booked by Audience2Media Ltd and/or Audience2Media SDN BHD in accordance with the agreed payment terms. Unless the Client provides valid evidence of exemption from VAT (for example, due to charitable status), all UK-based services will be subject to VAT at the prevailing rate set by the Government, which shall be added to all applicable invoices.
Cancellation charges may apply and will vary depending on the media channel; such charges will be provided upon request.
Charges to the Advertiser's account believed by the Advertiser to have been made in error must be disputed, in writing, within thirty (30) days of the disputed charge being made. Audience2Media will be the sole and final arbiter in determining the validity of claims.
All public announcements and/or press releases related to Audience2Media must have advance written approval by Audience2Media. If any provision of this agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal or enforceable comes closest to the original intentions of the parties and has like economic effect.
Governing Law and Jurisdiction
This Advertiser Agreement shall be for the benefit of and binding upon the parties and their respective successors and assigns. In the event of any dispute arising out of or in connection with this Agreement, the internal laws of either the United Kingdom or Malaysia may apply, depending on the contracting entity location. For example, the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales for UK-based agreements, and the courts of Malaysia for Malaysia-based agreement or under the local jurisdiction of where the agreement is made. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. The Advertiser may not assign any rights or obligations under this Agreement without prior written consent.
