Competition Terms & Conditions Menu

Click here for our Full Terms & Conditions.

Superdrug Retail Media - Digital Advertising Services Terms & Conditions

Definitions
1. In this Agreement, the following words and expressions shall have the following meanings:
  
  Advertiser" means the advertiser set out in the Insertion Order;
  "Affiliate" means any person controlling, controlled by or under common control with a specified person and, for the purposes of this Agreement, "control" means the power of a person (directly or indirectly) to direct or cause the direction of the management and policies of any other person or the ownership (directly or indirectly) of not less than fifty per cent (50%) of the equity or capital of, or the voting power in, any other person;
  "Agency" means any media buying agency (if any) acting on behalf of the Advertiser, as set out in the Insertion Order;
  "Agreement" means the Insertion Order and these Terms and Conditions;
  "Buyer" means either the Agency acting on behalf of an Advertiser or, where there is no Agency, the Advertiser;
  "Campaign" means the campaign set out in the Insertion Order;
  "Campaign End Date" means the campaign end date as specified in the Insertion Order for the relevant Campaign;
  "Campaign Start Date" means the campaign start date as specified in the Insertion Order for the relevant Campaign;
  "Creative" means all promotional content to be included in the Campaign provided by or on behalf of the Advertiser to Superdrug (as applicable and as further detailed in the Insertion Order);
  “Display Ads" means any content promoting the products or services of the Advertiser which is based on the Creative, is to be published on the Superdrug Retail Media Platform(s) and is specified in the Insertion Order;
  "Fee" means the fee specified in the Insertion Order;
  "Impressions" means the number of times that a User accesses a page on the Website or Mobile Application;
  "Insertion Order" means the insertion order issued by Superdrug and signed by the Buyer in connection with the relevant Campaign;
  "Mobile Application" means the mobile application set out in the Insertion Order or any other mobile application has may be agreed between the Parties in writing;
  "Referrals" means any User that has visited the Website or online platform and clicked through to the Advertiser's Website directly from the Creative;
  “Services" means the publication of Sponsored Product Ads and / or Display Ads on the Superdrug Retail Media Platform(s) in accordance with an Insertion Order;
  “Sponsored Product Ads" means priority placement of the Advertiser’s products within the product range, other category location or search results within the Superdrug Retail Media Platform(s).
  "Superdrug" means Superdrug Stores plc (registered company number: 00807043), a company incorporated in England and Wales whose registered office address is at 51 Sydenham Road, Croydon, Surrey, CR0 2EU;
  “Superdrug Retail Media Platform(s)" means the Website(s) and / or Mobile Application(s) as stated on the Insertion Order;
  "Term" shall be as defined in Clause 3.1;
  "Terms and Conditions" these Digital Advertising Services Terms and Conditions;
  "Tracking Technology" shall be as defined in Clause 10.1;
  "User" means any person visiting the Website(s), Mobile Application(s) or other online platform detailed in the Insertion Order;
  "Website" means the website set out in the Insertion Order or any other website has may be agreed between the Parties in writing.
Contract Formation
1. These Terms and Conditions will apply to all Services purchased by a Buyer from Superdrug.
2. These Terms and Conditions, together with the Insertion Order, shall constitute the Agreement between Superdrug and the Buyer in relation to the Campaign.
3. Where the Buyer is an Agency, the Agency warrants that:
  1. it enters into this Agreement with Superdrug as principal and undertakes to perform all obligations of the Buyer under this Agreement as principal;
  2. it has all relevant authority from the Advertiser as necessary for the Agency to perform all of the Buyer’s and Advertiser’s obligations under this Agreement (including, without limitation, the right to supply Superdrug with the Creative in accordance with the terms of this Agreement); and
  3. it shall be responsible for all payments due from the Buyer unless otherwise agreed between the parties in writing.
Term
1. The Term of the Agreement shall commence on the earlier of:
  1. the date of signature of the relevant Insertion Order by both parties; or
  2. the date on which Superdrug commences the Services,
  and shall continue until the Campaign End Date detailed in the Insertion Order (whichever is later), unless terminated early in accordance with Clause 13 of this Agreement (the"Term").
2. Should the parties wish to extend the Term for any Campaign, the Buyer must agree a new Insertion Order (with a new Campaign End Date) with Superdrug. Superdrug is under no obligation to accept any request to extend the Term of a Campaign unless a new Insertion Order is countersigned by the Buyer and the Term shall expire on the original Campaign End Date.
Insertion Order
1. The Buyer must sign and return an Insertion Order to Superdrug in advance of any Services being performed by Superdrug. Superdrug will not be under any obligation to provide any Services that are not included in an agreed Insertion Order.
2. Subject to the provisions of this Agreement (including without limitation Clauses 6 to 10), Superdrug agrees to provide the Services detailed in an agreed Insertion Order in the manner set out in the relevant Insertion Order.
Licence
1. The Advertiser and, if applicable, the Agency, hereby grants to Superdrug any and all licences, permissions and consents necessary on a worldwide, non-exclusive, royalty-free basis during the Term to provide the Services (including but not limited to the right to reproduce and display the Creative (including all trade marks, brand features and other intellectual property rights included in the Creative and owned or controlled by the Advertiser and/or, if applicable, the Agency) on the Superdrug Retail Media Platform(s) as agreed in the Insertion Order:
  1. in order to perform its obligations under this Agreement; and
  2. in connection with any promotional or advertising campaign promoting or advertising the Website(s), Mobile Application(s) or any other platform owned or controlled by Superdrug.
Provision of the Creative
1. Any Creative required for any approved Campaign shall be provided by, or on behalf of the Buyer, to Superdrug as follows:
  1. The Creative, in additional to all other information reasonably requested by Superdrug, shall be emailed to:optimo@uk.aswatson.com;
  2. The Creative must comply with any additional technical requirements or other guidelines set out at https://www.criteo.com/digital-ad-formats/ or as communicated by Superdrug (or third-party suppliers engaged by Superdrug in connection with this Agreement) from time to time; and
  3. The Creative for a Campaign must be provided at least ten (10) working days prior to the Campaign Start Date. Superdrug will not be liable for any failure to comply with the Campaign Start Date where Creative is not provided by the Buyer within this timeframe.
2. All property of the Buyer forming part of the Creative (including, without limitation, artwork, digital files and proofs) are held by Superdrug at the Buyer’s own risk and the Buyer is responsible for insuring against any loss or damage to such materials. On expiry of the Agreement, the Buyer shall be responsible for arranging, and paying, for the collection or destruction of any such materials.
Placement and Positioning of the Creative
1. Superdrug shall use reasonable endeavours to ensure, but does not guarantee, that the Services are performed prior to the Campaign End Date. Superdrug will not be in breach of this Agreement in the event that some, or all, of the Services are performed after the Campaign End Date.
2. The positioning of the Sponsored Product Ads and / or Display Ads within the Superdrug Retail Media Platform(s) will be determined by Superdrug in its sole discretion (unless otherwise stated in the Insertion Order).
3. Superdrug will not be prohibited from also providing Services to any product or business competitive to the Advertiser.
Right of Rejection and No Re-Sale
1. The content of all Creative is subject to Superdrug’s approval.
2. Superdrug is under no obligation to review any Creative and if any such review occurs, or approval is given by Superdrug, Superdrug will not be deemed to have accepted that the Creative is provided in accordance with the terms of this Agreement, nor will it amount to a waiver of any of Superdrug’s rights under this Agreement.
3. Superdrug reserves the right (in its sole discretion) to:
  1. reject or cancel the publishing of any Creative;
  2. require that the Advertiser and/or, where applicable, the Agency amend any artwork, materials or copy for and relating to any Creative;
  3. reject, cancel or amend any space reservation or positioning commitment; and/or
  4. remove any Creative from the Superdrug Retail Media Platform(s),
  in each case, at any time and for any reason without further notice to the Buyer.
4. The Advertiser and, where applicable, the Agency are not permitted to assign, re-sell or transfer any of the rights or advertising space granted under this Agreement (whether to an Affiliate or another third party) without the prior written approval of Superdrug (which shall be determined in its sole discretion).
Impressions
1. Superdrug does not make any guarantees with respect to usage levels, the amount of Impressions or Referrals for any Campaign and Superdrug will not be liable for any claims relating to any usage statistics.
2. In the event that Superdrug agrees to any bespoke delivery obligations (if any) in the Insertion Order, the Buyer acknowledges and agrees that the delivery statistics provided by Superdrug are the official and definitive measurements of Superdrug’s performance of any such delivery obligations. No other usage statistics will be useable by the Buyer.
Cookies
1. The Buyer shall not be entitled to use cookies, web beacons, pixel tracking or any other similar cookies or tracking technology (“Tracking Technology") for any reason including, without limitation, to record User information or interactions on a Website(s), Mobile Application(s) or to track Impressions.
2. The Buyer acknowledges and agrees that Superdrug may implement its own Tracking Technology at any time. If Superdrug (in its sole discretion) opts to provide any reports to the Buyer in connection with Superdrug’s use of such Tracking Technology, the Buyer agrees that such reports will only show data at an aggregated level and will only be used for the purposes of confirming the number of Impressions.
Fee
1. Unless otherwise agreed between the Parties in writing, the Buyer shall pay the Fee in accordance with the payment terms set out in the Insertion Order.
2. Only in the event that the Insertion Order does not specify any payment terms, then the Fee shall be invoiced to the Buyer in equal monthly instalments at the end of each calendar month after the Campaign Start Date until the Campaign End Date. All invoices issued by Superdrug in connection with this Agreement shall be payable within thirty (30) days of the date of the invoice.
3. Unless otherwise stated in the Insertion Order, all Fees will be payable in British pounds sterling.
4. All advertising rates are subject to the current Advertising Standards Board of Finance (“ASBOF") surcharge and/or levy which is payable by the Advertiser. Superdrug will not invoice the Buyer directly for any ASBOF surcharge or levy. Where the Buyer is an: (i) Agency, the Agency will be responsible for collecting any levy and/or surcharge and paying it to the ASBOF; and (ii) Advertiser, the Advertiser will be responsible for declaring their advertising spend and paying the applicable surcharge and/or levy to the ASBOF. The Advertiser or, where applicable, the Agency will indemnify Superdrug for any claim made against it in respect of the non-payment by the Advertiser of such surcharges and/or levies to the ASBOF.
5. Any instalment of the Fees which remains unpaid following the due date for payment pursuant to this Agreement shall (without prejudice to any other rights and remedies available to Superdrug) bear interest at two per cent (2%) over Barclays Bank PLC's base rate from time to time, such interest to be due on the first day of each subsequent calendar month and, if not paid, to be compounded on the same day.
6. In the event that Superdrug does not perform the Services due to an act or omission of the Buyer including, without limitation, as a result of:
  1. the Buyer wishing to discontinue the Campaign prior to the Campaign End Date; and/or
  2. any failure by the Buyer to comply with its covenants, warranties, representations, obligations, undertakings,
  the Buyer shall remain liable to pay for Services in full notwithstanding the fact that the Services have not been performed.
Buyer Warranties and Indemnities
1. The Buyer warrants and represents that:
  1. it holds all necessary rights to permit the use, reproduction, display, transmission and distribution of the Creative on and via the Website(s), Mobile Application(s) and/or any other or other online platform detailed in the Insertion Order;
  2. in the event the Creative includes sound recordings, it has obtained all necessary consents and permissions from: (i) the copyright owner(s) of any musical and/or literary composition(s) that may be contained in any such sound recording; and (ii) any collecting societies (and the Buyer shall be responsible for making any requirement payments to any such collecting societies);
  3. the Creative will comply with all applicable laws, legislation, regulations and codes of practice including, without limitation all codes of practice issued by the Committee of Advertising Practice in the UK, such as the Code of Non-broadcast Advertising and Direct & Promotional Marketing;
  4. the use of the Creative by Superdrug shall not:
    1. infringe on the rights of any third party including, without limitation intellectual property rights; or
    2. contain anything that is illegal, dishonest, misleading, defamatory, obscene or false; or
    3. violate any applicable law or regulation;
  5. the Creative either: (i) does not constitute a financial promotion within the meaning of the Financial Services and Markets Act 2000 (“FSMA") or other applicable law or (ii) has been approved by an"authorised person" within the meaning of the FSMA; or (iii) is otherwise permitted under FSMA; or (iv) is subject to an exemption under FSMA which has been notified to Superdrug; and
  6. the Creative is free from all viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, surreptitiously intercept, detrimentally interfere with or expropriate any system, data or personal data.
2. The Buyer shall indemnify and keep Superdrug, its Affiliates and both their officers and employees indemnified from and against all liabilities, claims, actions, proceedings, damages and loss suffered, incurred or paid by Superdrug, its Affiliates and any of their officers and employees in consequence of or arising out of any claim(s) by a third party arising out of or in connection with:
  1. any breach or non-performance of all or any of the covenants, warranties, representations, obligations, undertakings or agreements by the Buyer; and
  2. any claims (whether actual or threatened) of any kind including, without limitation, copyright infringement, libel or defamation claims arising from the Creative, any material incorporated in the Creative and/or any material that Users can link to the Creative.
3. Where the Buyer is an Agency, it indemnifies Superdrug against any claims, liabilities, damages, fees, expenses and losses of any kind (including, without limitation, all legal fees and costs) suffered or incurred by Superdrug as a result of:
  1. a breach by the Agency of Clauses 2.3.1 and 2.3.2 above; and/or
  2. any claim or action made against Superdrug by the Advertiser and/or any Affiliate of the Advertiser in relation to this Agreement.
Termination
1. Without prejudice to its other rights and remedies, Superdrug shall be entitled to terminate this Agreement with immediate effect by written notice to the Buyer, if the Advertiser and/or, where applicable, the Agency:
  1. fails to pay in full any instalment of the Fee when on or before the due date for payment and remains in default for three (3) days after such date;
  2. breaches this Agreement and, if capable of remedy, fails to remedy such a breach within fourteen (14) days of receiving notice from Superdrug to do so; or
  3. becomes insolvent, passes a resolution for their winding up or dissolution, an administration order is made against them, a receiver is appointed over their assets or anything analogous occurs in any jurisdiction.
2. On termination of this Agreement for any reason:
  1. the Buyer shall pay any amounts due under an Insertion Order for Creative published by Superdrug that have not yet been paid as of the date of termination; and
  2. at Superdrug’s request, the Buyer will return or destroy any statistics, reports or other materials that have been provided by Superdrug in connection with this Agreement; and
  3. the provisions of this Agreement intended to have continuing effect (including, without limitation, Clauses 6 to 9 and 11 to 16) shall continue in full force and effect.
Limitation of Liability
1. If Superdrug fails to perform the Services for any reason (including in the event of any technical failure resulting in Sponsored Product Ads and / or Display Ads not being published but excluding where such failure is a result of an act or omission of the Buyer), Superdrug’s liability will be limited to either (at Superdrug’s option):
  1. publishing the Sponsored Product Ads and / or Display Ads as soon as reasonably practicable following the original scheduled publication date; or
  2. refunding to the Buyer, the proportion of the Fee that corresponds to the Services that have not been performed; or
  3. where the relevant proportion of the Fee for the Services that have not been delivered has not yet been paid by the Buyer, such a proportion of the Fee shall no longer be payable by the Buyer.
2. Superdrug shall not be liable to the Buyer for: (i) loss of profit; and/or (ii) any indirect or consequential loss even if that loss or damage was reasonably foreseeable or Superdrug was aware of the possibility of that loss or damage arising.
3. The Buyer shall be responsible for any errors in the Creative and Superdrug shall not be liable for any such errors whether through its own act or omission (negligent or otherwise) and the Buyer hereby indemnifies Superdrug in respect of any liability, claim, loss, damage or otherwise arising from any errors in the Creative.
4. Without prejudice to Clauses 14.1 to 14.3 above, Superdrug’s maximum aggregate liability under or in connection with this Agreement shall not exceed an amount equal to 125% of the Fees paid or payable by the Buyer under the relevant Insertion Order.
Confidentiality
1. Each party undertakes to the other that, subject to Clause 15.2 below, it will treat as confidential the terms of this Agreement together with all information whether technical in nature or otherwise relating in any manner to the business or affairs of the other party as may be communicated to it hereunder or otherwise in connection with this Agreement and will not disclose such information to any person, firm, company (other than to its associates, auditors and other professional advisers) or to the media and will not use such information other than for the purposes of this Agreement.
2. The provisions of Clause 15.1 above shall not apply to any information which:
  1. is in the public domain other than as a result of the default of the recipient party;
  2. is obtained by the recipient party from a bona fide third party having no apparent restraint on its free right of disposal of such information; and/or
  3. is required to be disclosed by:
    - law (or applicable regulation); or
    - the valid order of a court of competent jurisdiction; or
    - the request or direction of any governmental or other regulatory authority or agency.
3. Agency or Advertiser shall not: (a) make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotional materials regarding the subject matter of this Agreement, Superdrug or its Affiliates unless: (i) Agency or Advertiser has received the express prior written consent of Superdrug in each instance, or (ii) Agency or Advertiser is required to do so by law; (b) use any of Superdrug or its Affiliates trademarks without the prior written consent of Superdrug.
Miscellaneous
1. If there is any inconsistency between the Insertion Order and these Terms and Conditions, these Terms and Conditions shall take precedence unless expressly stated otherwise as a variation to these Terms and Conditions in the Insertion Order.
2. Unless context requires otherwise, in this Agreement, references to a"party" or"parties" are references to the parties to this Agreement, and references to a"person" include any natural person, corporation, partnership, association, governmental entity, and/or other legal entity.
3. Superdrug may assign this Agreement or any of its rights under it to any third party and, if it does so, this Agreement will remain binding on the Buyer. This Agreement is not assignable by the Buyer without Superdrug’s prior written consent.
4. If any provision of this Agreement is found by any court or body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this Agreement.
5. Nothing under this Agreement is intended to or will create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party has authority to act in the name or on behalf of or bind the other in any way.
6. No waiver of any breach of this Agreement is effective unless made in writing and signed by both parties to the Agreement.
7. Subject to Clause 16.10 below, any variation of this Agreement must be in writing signed by both parties.
8. Subject to Clause 16.10 below, this Agreement contains the entire agreement between the parties and supersedes all prior agreements and communications, whether written or oral.
9. All notices, requests and other communications under this Agreement must be sent to: optimo@uk.aswatson.com.
10. Superdrug may, in its sole discretion, update the Terms and Conditions from time to time. Unless otherwise agreed, the applicable Terms and Conditions shall be those that are posted online (on the following website: https://www.superdrug.com/optimo) at the time the Insertion Order is signed by the parties.
11. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this Agreement.
12. This Agreement and any non-contractual obligations arising in connection with it will be governed by English law. Each party irrevocably submits to the exclusive jurisdiction of the English courts.