Web content and advertising contracts

The two advertising agreement templates available here are in substance very similar: the main difference is in their form.

The website advertising agreement document is in traditional agreement form, and should be signed in hard copies by both parties to the agreement. The website advertising terms document is designed for incorporation into a website, to be accepted by the advertiser during an online application process.

Both the website advertising terms and the website advertising agreement documents have been drafted to protect the interests of the website publisher, rather than the advertiser.

Details of some of the more important provisions of these documents are given below.

Advertising Services: While the practical specification of the advertising inventory is set out in a linked document (for example a schedule to the agreement, or a website, or a web registration form), the legal terms relating to the inventory are set out in advertising services section of the agreements. The advertiser grants to the publisher a limited licence to publish the advertisements, and gives various warranties in relation to the advertisements. In summary, those warranties are as follows:

• that the advertisements are accurate and fair;
• that the advertisements to not include unlawful content or other prohibited content; and
• that the advertisements are of a reasonable quality.

The publisher, on the other hand, gives an undertaking to the advertiser to endeavour to keep the website on which the advertisements are published available during the term of the agreement. However, 24/7 availability is not guaranteed. The publisher reserves the right to suspend the publication of an advertisement where it reasonably determines that the content breaches the advertising services clause.

Charges and payment:  Flexible terms concerning charging and payment are included in each of the web advertising contract templates. Invoicing may be on specified dates, or it may be monthly or on another regular basis. The invoices may be issued in advance or in arrears. Payments may be required on specified dates, or within a specified period following the issue of a valid invoice. Interest will be payable, either under the Late Payment of Commercial Debts (Interest) Act 1998 or a contractual interest clause, in the event that the advertiser does not pay the charges on time.

Indemnity: Under the suggested clause, the advertiser will indemnify the publisher (i.e. agree to pay damages to the publisher on an indemnity rather than the usual compensatory basis) in relation to breaches of the core content-related warranties set out in the agreement (see above).