These Conditions were last updated on 7th December 2021 and may be varied from time to time. Please ensure that you review these Conditions regularly as you will be deemed to have accepted a variation to them if you continue to receive the Services after it has been posted.
1.1 – The following definitions and rules of interpretation apply in these Conditions.
an advertisement created from Advertising Materials and, where relevant, positioned and/or placed by Oxford Global Marketing in accordance with these Conditions.
means advertising copy, including, without limitation, artwork, text and active URLs.
any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
a form identifying (amongst other things) (i) the Sponsor; (ii) the Charges; (iii) the Payment Schedule; (iv) the Start Date; (v) the Content the Sponsor wishes Oxford Global Marketing to provide; (vi) the Project; (vii) a summary of the Services to be provided (including any Services in respect of Ad placement and/or positioning) and (viii) any other specific terms.
a day other than a Saturday, Sunday or a public holiday in England and Wales.
the period specified in the Booking Form or as otherwise notified to the Sponsor by Oxford Global Marketing from time to time.
the price for the Content and any additional costs set out in the Booking Form.
all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.
all content including white papers, newsletters, specialist supplements and reports, websites, video, Oxford Global Marketing webinars and sponsored webinars, infographics, primary research, advertising creative, editorial services, native advertising, custom publishing, mobile apps, sundry marketing collateral provided by Oxford Global Marketing to the Sponsor, comprised of (i) OG Content or (ii) Third Party Content.
these terms and conditions as amended from time to time in accordance with Condition 19.5.
a contract between Oxford Global Marketing and the Sponsor for the supply of the Services, incorporating a Booking Form and these Conditions.
Data Protection Legislation:
all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
those items to be delivered by Oxford Global Marketing in accordance with these Conditions, as set out in a Booking Form.
Force Majeure Incident:
any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic, pandemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
has the meaning given in Condition 11.3.
has the meaning given in Condition 11.3.
Intellectual Property Rights:
patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
has the meaning given in Condition 11.3.
OG-branded Content and OG non-branded Content.
Content which is developed by or on behalf of Oxford Global Marketing and attributed to or using one of its brands, for example, “Biologics Series”.
OG non-branded Content:
Content which is developed by or on behalf of Oxford Global Marketing which is not attributed to or using one of its brands.
the payment schedule stated in the Booking Form.
has the meaning given under the Data Protection Legislation.
has the meaning given under the Data Protection Legislation.
the project described in the Booking Form.
the services to be provided by Oxford Global Marketing to a Sponsor pursuant to a Contract, in accordance with these Conditions.
the recipient of the Services, as identified in the relevant Booking Form.
all documents, materials and information provided by you to us in order for us to provide the Services, including any elements of the Advertising Materials and Technical Specifications (if applicable).
the date specified on the Booking Form or if none is specified the date of the last signature on the Booking Form.
the specification of an Ad to be placed and/or positioned by Oxford Global Marketing in accordance with Condition 6.
the period as set out in Condition 3.
Third Party Content:
Content which is developed and supplied by a third party and for which the ownership of the Intellectual Property Rights of that content is specifically retained by that third party, for example photographs, illustrations and certain other images.
has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
value added tax chargeable under English law for the time being and any similar additional tax.
1.2 – A reference to “we”, “us”, “our” or “Oxford Global Marketing” is to Oxford Global Marketing Limited (company number 6408327) with registered office at Highview House 1st Floor, Tattenham Crescent, Epsom, Surrey KT18 5QJ, U.K.
1.3 – A reference to “you” or “your” is a reference to the Sponsor.
1.4 – Condition headings shall not affect the interpretation of the Contract.
1.5 – A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.6 – A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.7 – Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.8 – Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.1 – These Conditions shall apply to and be incorporated in each Contract.
2.2 – No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.
2.3 – No Booking Form, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us commencing Services pursuant to that Booking Form, at which point a Contract shall be formed between us and you for the supply and purchase of Services specified in the relevant Booking Form on these Conditions.
2.4 – Your standard terms and conditions (if any) attached to, enclosed with or referred to in any Booking Form or sent under separate cover shall not govern the Contract.
2.5 – To the extent there is any conflict between the wording within a Booking Form and these Conditions, that wording within the relevant Booking Form shall take precedence.
The Contract shall take effect on and from the Start Date and shall continue for the period specified in the relevant Booking Form or until all Deliverables are delivered pursuant to the relevant Booking Form, unless terminated earlier in accordance with Condition 12.
4.1 – We will use reasonable endeavours to manage and complete the Project and to deliver the Content to you in accordance in all material respects with the Booking Form.
4.2 – We will use reasonable endeavours to meet the performance dates specified in a Booking Form, but any such dates shall be estimates only.
5.1 – You undertake to us:
(a) to co-operate with us in all matters relating to the Project;
(b) to provide in a timely manner such access to the Sponsor Materials, data and, where appropriate, premises and such office accommodation and other facilities, as we request; and
(c) to provide in a timely manner such information as we request, and ensure that such information is accurate in all material respects.
5.2 – If performance of our obligations under a Contract is prevented or delayed by any act or omission of you or your agents, sub-contractors or employees, you will in all circumstances be liable to pay to us on demand all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to us confirming such costs, charges and losses to you in writing.
5.3 – You will not, without our prior written consent, at any time from the date of the Contract to the expiry of six months after the completion of the Content, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged by us as an employee or sub-contractor, except that you will not be in breach of this Condition 5.3 if you hire our employee or sub-contractor as a result of a recruitment campaign not specifically targeted to our employees or sub-contractors. Any consent given by us in accordance with this Condition shall be subject to you paying us on demand a sum equivalent to 20% of the then current annual remuneration of our employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by you to such employee or sub-contractor.
5.4 – We shall enter into a separate arrangement with you in respect of your sponsorship of and right to attend events organised by us and separate terms will apply to that arrangement which can be found here.
6.1 – This Condition 6 shall apply where the Services include placement and positioning of Ads by Oxford Global Marketing.
6.2 – We will use reasonable endeavours to display/transmit the Advertising Materials during the Campaign Period in accordance with the terms of the Booking Form.
6.3 – Within five Business Days of the date of a Booking Form, we will agree with you and provide copies to you of the Technical Specifications. If either you or we subsequently wish to change the Technical Specifications, we will liaise in good faith and agree revised Technical Specifications and allow for a reasonable time in order to either:
(a) allow you to send revised Advertising Materials to us; or
(b) allow us to resize the Ad [at our cost], and with final creative approval of Sponsor, within a reasonable time period to fulfil any conditions of the Booking Form; or
(c) accept a comparable replacement; or
6.4 – In the event that you believe we have failed to comply with any editorial adjacency requirements set out in a Booking Form in respect of an Ad, you must notify us of this immediately upon receipt of their transmission and/or display.
6.5 – Upon receiving the notice referred to at Condition 6.4, we will use our reasonable endeavours to ensure that the Ad becomes compliant with the relevant requirements.
6.6 – We will aim to transmit and/or display the relevant Advertising Materials in accordance with any dates specified in the Booking Form, although time shall not be of the essence for doing so.
6.7 – If Advertising Materials are not transmitted and/or displayed during the Campaign Period in accordance with the Technical Specifications:
(a) for reasons other than the default of the Sponsor, Oxford Global Marketing will use reasonable endeavours to remedy the Advertising Materials in circulation so that they are in line with those Technical Specifications within one month of the end of the Campaign Period. The Sponsor will be entitled to an appropriate pro-rata reimbursement of the Charges based on the number of impressions actually transmitted after the additional one month period; or
(b) as a result of your acts and/or omissions, we reserve the right to make additional charges in respect of the period of delay caused by such acts and/or omissions.
7.1 – If either party requests a change to the scope of the Content, we will, within a reasonable time, provide you a written estimate of:
(a) the likely time required to implement the change;
(b) any variations to the Charges arising from the change;
(c) the likely effect of the change on the Project detail in an additional Booking Form; and
(d) any other impact of the change on the terms or elements of the Contract.
7.2 – If we request a change to the scope of the Content, you will not unreasonably withhold or delay consent to it.
7.3 – If you wish us to proceed with the change, we have no obligation to do so unless and until we and you have agreed in writing on the necessary variations to the Charges, the additional Booking Form and any other relevant Conditions to take account of the change.
8.1 – In consideration of the Content we provide, you will pay us (or our designated agent, as the case may be) the Charges in accordance with the relevant Payment Schedule and if no Payment Schedule is stated in the Booking Form then in the following instalments:
(a) 50% upon signature of the Booking Form; and
(b) the balance on the instalments set out in the Booking Form such that the final payment is made upon delivery of the final Deliverable to you.
8.2 – The Charges exclude any expenses, materials and third party services, for which we will invoice you separately.
8.3 – You must pay to us all Charges in full within 30 days of the date on the invoice.
8.4 – Without prejudice to any other right or remedy that we may have, if you fail to pay any of our invoices in accordance with Condition 8.3 we may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
(b) suspend provision of the Services and the operation of any rights in respect of such Content until payment has been made in full.
8.5 – All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.
8.6 – You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.
8.7 – All Charges stated are exclusive of VAT and you must pay VAT and/or any other applicable sales tax in addition.
9.1 – Each party warrants to the other that:
(a) it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract;
(b) it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract; and
(c) neither the execution nor performance of the Contract gives rise to a breach of any other agreement to which you/we respectively are a party.
9.2 – We warrant to you that:
(a) we will provide the Services in accordance with good industry practice;
(b) the Content will conform with all descriptions and specifications that we provide to you, including any agreed specification; and
(c) the Content will be provided in accordance with and we will comply with all applicable legislation from time to time in force.
9.3 – Save as set out in this Condition 9, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.1 – We will own all Intellectual Property Rights and all other rights in the OG Content.
10.2 – Unless a Booking Form states otherwise, we hereby license all such rights to you free of charge and on a non-exclusive, non-transferable and worldwide basis: (i) to reproduce the OG Content in its entirety unaltered, solely in connection with your business; (ii) for a period not exceeding 12 months.
10.3 – You will not grant sub-licences nor develop, market or distribute the OG Content nor create derivative works from it, in whole or in part, of any of the rights granted of the OG Content, or sub-contract any aspects of exploitation of the rights licensed to it, without our prior written consent.
10.4 – All Intellectual Property Rights and all other rights in the Third Party Content shall remain with the third party. We grant to you (or shall procure for you) a non-transferable, non-exclusive, revocable and royalty-free licence to use the Third Party Content for the duration of the Campaign Period solely for the purpose of receiving the Services, in line with the terms of the relevant owner or licensor of the Third Party Content.
10.5 – You will not grant sub-licences nor develop the Third Party Content or create derivative works from it, in whole or in part, of any of the rights granted of the Third Party Content, or sub-contract any aspects of exploitation of the rights licensed to it, without our prior written consent.
11.1 – You will indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that our use of the Sponsor Materials in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
11.2 – We will indemnify and keep indemnified you from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that your use of the Content in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
11.3 – The party seeking to rely on an indemnity at Condition 11.1 and 11.2 (Indemnified Party) shall:
(a) promptly and fully notify the other party (Indemnifying Party) of any third-party claim in respect of which it wishes to rely on the indemnity (IPR Claim);
(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, which is not to be unreasonably withheld;
(c) provide the Indemnifying Party with any reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently and in a way that does not bring the reputation of the Indemnified Party into disrepute.
12.1 – Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;
(d) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
(e) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 12.1(c) to 12.1(d) inclusive.
12.2 – Without limiting our other rights or remedies, we may suspend the supply of the Content and/or terminate the Contract if you become subject to any of the events listed in Conditions 12.1(c) to 12.1(d), or we reasonably believe that you are about to become subject to any of them.
12.3 – If we cancel or make a significant change to the supply of the Content which is due to a Force Majeure Incident we will not be liable to offer you any compensation or be liable for any losses or damages.
13.1 – Following termination of the Contract for whatever reason:
(a) you must immediately pay any sums due to us;
(b) we will each return to the other (or, at the other’s request, destroy) all Confidential Information, Advertising Materials and any Ad tags belonging to the other that the other had supplied in connection with the Contract;
(c) will return to you (or, at your request, destroy) all Sponsor Materials;
(d) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect including, without limitation, Conditions 8 (Charges and Payment Terms), 10 (Intellectual Property Rights), 11 (IPR Indemnities), 13 (Consequences of Termination), 15 (Confidentiality), 16 (Data protection), 18 (Limitation of Liability) and 19 (Miscellaneous);
(e) the rights granted under the Contract by us to you to the OG Content and the Third Party Content shall immediately terminate, and you will no longer use the same or use or exploit (directly or indirectly) your previous connection with us or the Content.
13.2 – Where we terminate pursuant to Condition 12.1 or 12.2, we will not refund you any of the Charges you have already paid.
13.3 – Expiry or termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
14.1 – Any party that is subject to a Force Majeure Incident shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure Incident.
14.2 – If the circumstance of a Force Majeure Incident continues for a period of three months or longer, the party not affected by the Force Majeure Incident shall have the right to terminate the Contract upon written notice to the other. Excuse from performance does not extend the Term of the Contract. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.
15.1 – Each party may be given access to Confidential Information from the other to perform its obligations and exercise its rights under a Contract. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party; or
(b) was in the other party’s lawful possession before the disclosure; or
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
15.2 – Each party shall hold the other’s Confidential Information in confidence and shall not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Conditions.
15.3 – Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of these Conditions.
15.4 – Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
15.5 – This clause shall survive termination of a Contract, however arising, by two years.
16.1 – The parties do not envisage any personal passing between themselves during the course of the Agreement nor do either intend to act as processor of the other’s Personal Data.
16.2 – Both you and we will comply with all applicable requirements of the Data Protection Legislation.
16.3 – If we or you process Personal Data under this Contract on behalf of the other, both parties shall enter into an appropriate agreement to govern that processing.
17.1 – Each party agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
17.2 – Breach of this Condition shall be deemed a material breach under Condition 12.1(b).
18.1 – This Condition 18 sets out our entire financial liability (including without limitation any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) any breach of the Contract howsoever arising; and
(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
18.2 – Nothing in these Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation.
18.3 – Subject to Condition 18.2, we shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
18.4 – Subject to Condition 18.2 and Condition 18.3, our total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited in each 12 month period commencing on the Start Date (and each anniversary of it) to the sum of the Charges paid under the Contract during that 12 month period.
18.5 – Nothing in this Condition 18 shall limit your payment obligations under a Contract.
18.6 – In Clause 6 we have given commitments as to compliance of the Services in respect of Ad placement and/or positioning with Technical Specifications. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
19.1 – Any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be deemed to have been received:
(a) if delivered by hand to the address specified in the Booking Form or, if none is stated, the parties’ registered address or principal place of business, on signature of a delivery receipt or at the time the notice is left;
(b) if sent by pre-paid first-class post or other next working day delivery service to the address specified in the Booking Form or, if none is stated, the parties’ registered address or principal place of business, at 9.00 am on the second Business Day after posting or, if later, at the time recorded by the delivery service;
(c) if sent by email to the email address stated in the relevant Booking Form, at 9.00 am on the next Business Day after transmission. This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this Condition, “writing” shall not include email.
19.2 – The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
19.3 – No Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.
19.4 – No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy.
19.5 – We may vary these Conditions from time to time by updating where they are displayed on our website. Save as set out in this Condition 19.5, no amendment or variation to a Contract or these Conditions shall be effective unless in writing and signed by each party.
19.6 – If any provision or part-provision of a Contract or these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract or these Conditions.
19.7 – Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19.8 – A person who is not a party to a Contract has no right to enforce any term of that Contract.
19.9 – These Conditions shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).