Last Updated: December 19, 2025
ADVERTISING AND SPONSORED LISTING AGREEMENT
These Advertising Terms and Conditions (“Advertising Terms”) govern the relationship between FozDigital LTD trading as PerkLedger (“Publisher”, “we”, “us”) and the business entity purchasing advertising, sponsored placements, or engaging in direct affiliate partnerships (“Advertiser”, “you”).
By signing an Insertion Order (IO), confirming a booking via email, or paying an invoice issued by PerkLedger for advertising services, you agree to be bound by these Advertising Terms.
1. DEFINITIONS
- “Deliverables” means the specific advertising inventory, sponsored listings, newsletter mentions, or social media posts agreed upon in the Order.
- “Advertiser Materials” means all artwork, copy, logos, URLs, and other content provided by you for use in the Deliverables.
- “Order” means the written agreement (Invoice, Insertion Order, or confirmed email correspondence) specifying the details of the campaign, including dates, pricing, and placements.
- “Campaign Period” means the start and end dates for which the Deliverables are scheduled to be live.
- “Affiliate Network” means the third-party platform (e.g., Impact, PartnerStack, Awin) used to track clicks and conversions if the campaign involves performance-based commissions.
2. SERVICES AND PLACEMENT
2.1 Provision of Services: We will use reasonable commercial efforts to display the Deliverables during the Campaign Period as specified in the Order.
2.2 Placement: Unless specific positioning is guaranteed in the Order (e.g., “Top of Homepage”), the final placement and positioning of advertisements within our Services is at our sole editorial discretion.
2.3 No Guarantee of Performance: Unless explicitly stated in the Order (e.g., a “Cost Per Click” agreement), we do not guarantee any specific level of performance, such as a minimum number of clicks, impressions, sales, or leads. Any historical data provided is for estimation purposes only.
3. SPECIAL PROVISIONS FOR AFFILIATE PARTNERS
If the Order involves a “Hybrid Deal” (Flat Fee + CPA Commission) or relies on Affiliate Network tracking, the following terms apply:
3.1 Commission Protection: During the Campaign Period, you agree not to lower the CPA (Cost Per Action) or RevShare commission rates agreed upon in the Order or active on the Affiliate Network at the time of booking. Any reduction in commission rates during a paid placement will be considered a material breach, and we reserve the right to invoice you for the difference.
3.2 Tracking Reliability: You are responsible for ensuring your tracking pixels and Affiliate Network integration are functioning correctly. If tracking fails due to your technical error during a paid placement, we reserve the right to estimate conversions based on historical data or industry averages and invoice you accordingly.
3.3 Network Terms vs. This Agreement: In the event of a conflict between the terms of the Affiliate Network and this Agreement regarding the specific paid placement (Deliverables), this Agreement shall prevail. For example, standard network “notice periods” for closing a program will not override your obligation to pay for a booked fixed-term placement.
3.4 De-duplication: Unless agreed otherwise in the Order, “Last Click” attribution model applies. You may not de-duplicate our sales against “organic” or “direct” traffic sources, nor against non-paid marketing channels.
4. ADVERTISER OBLIGATIONS
4.1 Delivery of Materials: You must provide all necessary Advertiser Materials at least 3 business days prior to the Campaign start date. Materials must comply with our technical specifications and content guidelines.
4.2 Late Delivery: If you fail to provide materials on time, we may not be able to launch the campaign on the scheduled start date. In such cases, we are still entitled to full payment for the booked period, and we will not be liable for the delayed start.
4.3 Responsibility: You are solely responsible for the content of your advertisements. You represent and warrant that your materials do not violate any laws, do not infringe on third-party intellectual property rights, and are not misleading or deceptive.
5. EDITORIAL CONTROL AND LABELLING
5.1 Rejection Rights: We reserve the right to reject, remove, or request changes to any advertisement that, in our sole opinion, is incompatible with our brand image, violates the law, or negatively affects the user experience.
5.2 Sponsored Tagging: In compliance with UK Advertising Standards Authority (ASA) and CMA guidelines, all paid placements will be clearly labelled as “Sponsored,” “Ad,” “Promoted,” or similar terminology to distinguish them from organic editorial content. You cannot opt-out of this labelling.
6. PAYMENT TERMS
6.1 Invoicing: Unless otherwise agreed in the Order, all fixed fees (“Flat Fees”) are invoiced upfront and must be paid in full prior to the Campaign start date. Performance-based fees (if not tracked via an Affiliate Network) will be invoiced monthly in arrears.
6.2 Late Payment: Overdue payments shall bear interest at a rate of 8% above the Bank of England base rate, calculated daily from the due date until the date of payment.
6.3 Taxes: All prices quoted are exclusive of VAT. You are responsible for paying any applicable Value Added Tax (VAT) or other taxes related to the services.
6.4 Right to Audit: For campaigns utilising a CPA (Cost Per Action) or Revenue Share model where tracking is managed by the Advertiser (you), PerkLedger reserves the right to audit your relevant books and records to verify the accuracy of reported conversions. If an audit reveals an underpayment of more than 5%, you agree to pay the difference immediately plus the reasonable costs of the audit.
7. CANCELLATION
7.1 Cancellation by Advertiser:
- More than 14 days before start date: You may cancel with a full refund.
- Less than 14 days before start date: A 50% cancellation fee applies.
- After start date: No refunds are provided for campaigns cancelled after the start date.
7.2 Cancellation by Publisher: We may cancel this Agreement at any time if you breach these terms. In such an event, no refund will be issued.
8. INTELLECTUAL PROPERTY
8.1 License: You grant us a non-exclusive, royalty-free, worldwide license to use, display, and reproduce your Advertiser Materials solely for the purpose of executing the campaign.
8.2 Ownership: You retain all rights to your intellectual property. We retain all rights to the PerkLedger platform, data, and analytics.
9. LIMITATION OF LIABILITY
9.1 Cap on Liability: To the maximum extent permitted by law, our total aggregate liability to you for any claim arising out of this Agreement (whether in contract, tort, or otherwise) shall be limited to the amount actually paid by you to us for the specific Order giving rise to the claim.
9.2 Exclusions: We shall not be liable for any indirect, special, or consequential damages, including loss of profits, business, data, or goodwill, even if we have been advised of the possibility of such damages.
9.3 Service Interruptions: We are not liable for downtime caused by technical failures, hosting providers, or events beyond our reasonable control (Force Majeure).
10. INDEMNIFICATION
You agree to indemnify and hold harmless FozDigital LTD, its officers, and employees from any claims, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to your Advertiser Materials, your products/services, or your breach of these Advertising Terms.
11. GENERAL
11.1 Governing Law: These Advertising Terms are governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction.
11.2 Entire Agreement: These terms, together with the Order, constitute the entire agreement between the parties regarding the subject matter.
11.3 Relationship: Nothing in this Agreement creates a partnership, joint venture, or agency relationship. We are independent contractors.
12. CONTACT
For advertising inquiries or billing questions, please contact:
FozDigital LTD
Email: [email protected]
