A. “Account Type” means either a Managed Campaign or Self-Serve Campaign as indicated on the Order Confirmation Form; 

B. “Advertisement” shall mean the name, logo, creative and text promoting the Advertiser’s products and/or services, which will be displayed by Dianomi through the Service; 

C. “Advertiser” shall mean the party listed on the Order Confirmation Form whose Advertisement(s) are provided for placement on Website(s). In addition, if the Advertiser is being represented by an agent or agency, the term “Advertiser” will also apply to agent or agency; 

D. “Budget” means the amount of monetary value in the agreed currency that the Advertiser is willing to spend on a Campaign. This will be determined by a fixed amount displayed on this Order Confirmation Form or by the Advertiser placing a value in the Budget fields in the MyDianomi Platform; 

E. “Business Day” shall mean a weekday in United Kingdom which is not a public holiday; 

F. “Campaign” means the advertising campaign described in the Order Confirmation Form; 

G. “Click” means any of the following: a visit delivered by Dianomi to the Advertiser website, a click on the Advertisement to play a podcast or a click to go through to the click url; 

H. “Content” means images, graphics, text, data, links or other creative elements supplied by the Advertiser to Dianomi (by data feed or otherwise) required to launch an Advertisement in the Dianomi Publisher Marketplace;

I. “CPEt” means the cost per Engagement or cost per Event as detailed on the Order Confirmation Form and /or the MyDianomi Platform under the bidding and Budget section of each Campaign; 

J. “Dianomi Interface” means Dianomi’s proprietary web-based Interface that enables access to different ranges of Services whose purpose is to manage the display of Advertising on Dianomi’s Inventory;

K.Dianomi Inventory” means a marketplace of publishers Dianomi has partnered with (Dianomi Publisher Marketplace) to provide its Advertisers with an organised inventory;

L. “Dianomi Publisher Marketplace” consists of those Publishers that publish Advertisements on their Website(s) to provide the Advertiser with available Dianomi Inventory. Dianomi Publisher Marketplace is administered at the sole discretion of Dianomi for the display of Advertisements;

M. “Engagement” means any of the following: any interaction with an advertisement, including without limitation, a Click or Impression; 

N. “Event” means an Engagement;

O. “Event Type” means a Click,   Impression, or other Engagement as detailed in the Order Confirmation Form

P. “Impression” means (in units of 1000) an Advertisement delivered by Dianomi to the target audience;  

Q. Managed Campaign” means if the Campaign is being managed by a Dianomi “Account Manager”; 

R. “MyDianomi Platform” means Dianomi’s proprietary  advertising platform, rights of usage to which are being granted to the Advertiser by this Agreement if selected in the Order Confirmation Form and which enables the Advertiser to create and manage Advertisements, Budget, price, targeting, etc;

S. “Publisher” refers to an entity that operates a website that seeks to provide marketing material to its users or that, for other reasons, has agreed to become a member of the Dianomi Publisher Marketplace. Dianomi itself forms part of this marketplace through use of its own proprietary websites;

T. “Purposes” includes, in relation to Section 12, the user data processed by (i) Dianomi to serve and deliver Advertisements and sending users to requested Content, and (ii) the audience profiling and re-targeting, analytics and reporting, security and fraud prevention and product development and improvement by both Dianomi and the Advertiser;  

U. “Self-Serve Campaign” means where Advertiser has access to the MyDianomi Platform and manages and creates the Campaign itself;

V. “Service(s)” means the Dianomi Services that enables the display and management of an Advertisement through the Dianomi Interface. The ad management consists of the following: set up, display, monitoring, optimization of Advertising on Dianomi Inventory. Various setup criteria are available through the Dianomi Interface and additional features that may be developed during the Term of this Agreement. Dianomi Services can be performed by the Advertiser through a Self-Service Campaign or via a Managed Campaign.

W. “Special Terms” means any special terms set out in Appendix 1 which shall apply to a Campaign. 

X. “Start Date” means the intended start date for a Campaign set out in the Order Confirmation Form or inserted in the MyDianomi Platform by the Advertiser; 

Y. “Term” means the duration of the Campaign specified in the Order Confirmation Form or in the MyDianomi Platform; if the Term is specified to be ongoing on the Order Confirmation Form, then this Agreement shall roll on from one Campaign to another until one Party terminates this Agreement at the end of a Campaign;

Z. Website(s)” are websites operated by Publishers that are a part of the Dianomi Publisher Marketplace from time to time during the Term; the Order Confirmation Form may set forth a list of those Website(s) on which Advertiser wishes to run an Advertisement (as such list may be supplemented or modified during the Term


1. The Advertiser shall deliver to Dianomi the Content to be used in the Advertisement, which must be received by Dianomi in written form a minimum of five full Business Days prior to the Start Date in the case of a Managed Account. 

2. If the Advertiser is using the MyDianomi Platform, the Advertiser shall deliver to Dianomi the proposed Advertisement, in the correct format and typo free via the MyDianomi Platform. The Advertiser must allow for an approval time when submitting the Advertisement for approval. Such approval covers matters such as typos and that the selected bid price inserted by the Advertiser reflects that which has been agreed with Dianomi and that the Content complies with Dianomi’s internal guidelines and acceptable use policy. This typically takes minutes but the Advertiser should allow for at least 1 Business Day. Dianomi reserves the right to take longer to approve Advertisements should it have any concerns around Advertisement quality, compliance, regulation, copyright or any other reason Dianomi considers relevant to protect the integrity of its clients, customers or business. 

3. It is the responsibility of the Advertiser to issue the Content and approve it. Dianomi will not be responsible for the Content or any error or omission in the Advertisement. 

4. Dianomi runs all systems in UK time and is subject to the clock changes operating in the United Kingdom for different seasons. 

5. The Advertiser alone will be responsible for all changes made to the Campaign/s made through the MyDianomi Platform. The Advertiser is fully responsible for the security and safeguarding of its passwords and for maintaining user details up-to-date, including the removal of any accounts that no longer should have access to the MyDianomi Platform by notifying Dianomi via email. Access to the MyDianomi Platform is granted at the total discretion of Dianomi and it can be removed at any time for maintenance or other purposes. 

6. It is the responsibility of the Advertiser to develop the Content and to receive such approval(s) as are required for such type of Advertisement (including, without limitation, those required by Advertiser’s internal procedures, from the owners of third party rights and from any governmental entity or industry self-regulatory organization). Dianomi may reject or cancel any Advertisement for any reason at any time.  

7. Advertiser acknowledges and agrees that Dianomi will reproduce and publish the Advertisement(s) on Websites as well as in pages created, operated and maintained by Dianomi, and that contain the branding and “look and feel” of both the Website and Publisher and Dianomi, as determined by Dianomi. Advertiser grants Dianomi a worldwide, royalty-free, non-exclusive licence to use, reproduce, publish, display, represent and distribute the Advertisement(s) and Content, including Advertiser’s name, trademark, brand and logo to users of the Websites and Dianomi and on all documentation promoting the Dianomi Services. Except as expressly set forth in this Agreement, neither party grants the other party any other licences to its content, proprietary materials, and intellectual property, including all copyrights, trademarks, trade names, service marks and patents, and all such rights are reserved.

8. Dianomi grants to the Advertiser and individuals employed and designated by the Advertiser a non-exclusive, non-transferable and revocable right to access and use the Dianomi Interface during the term of this Agreement. Dianomi shall not be responsible for any problems with the performance of the Dianomi Interface or the Services caused by information provided by the Client.

9. The fees and charges to be paid by the Advertiser are stated in the Order Confirmation Form and/or the My Dianomi Platform. All fees and charges stated are exclusive of any value-added tax. (VAT). The bid price and number of Engagements / Events chargeable will be as reported by the Dianomi billing system unless agreed otherwise. Advertiser agrees to pay all fees, charges and taxes due under this Agreement. If a different entity is specified under billing details (“Billing Entity”) in the Order Confirmation Form, Advertiser remains responsible for payment of all amounts due where the Billing Entity fails to pay. Additionally, If the Advertiser is using the MyDianomi Platform, then the Advertiser agrees to pay any monetary value placed into the bid price fields and Budget fields. 

10. The Advertiser and Dianomi each undertake that they will in the performance of their obligations under this Agreement comply with their respective obligations under the Data Privacy Laws. “Data Privacy Laws” means all laws from time to time in force that relate to data protection, privacy and/or the information rights of individuals including, without limitation, the UK GDPR, as incorporated into UK law by the Data Protection Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, as amended, suspended or replaced from time to time, the Privacy and Electronic Communication (EC Directive) Regulations 2003, any laws in force from time to time in any relevant jurisdiction which implements the Data Protection Directive 1995/46/EC and the General Data Protection Regulation ((EU) 2016/679)), all successor or implementing legislation and any regulations made under those acts or regulations, in each case in any relevant jurisdiction(s) from time to time and the equivalent in any other relevant jurisdictions all as amended or replaced from time to time. In this Agreement the terms “Personal Data”, “Controller” and “Process” have the meanings given in the Data Privacy Laws. 

11. Without prejudice to Clause 10, the Advertiser agrees that it will not resell the Personal Data of individuals or use it for any purposes other than as contemplated by this Agreement. Dianomi reserves the right to communicate with the Data Subjects associated with the Agreement subject to compliance by Dianomi with the Data Privacy Laws. 

12. The Advertiser and Dianomi consider that they will in relation to this Agreement and Personal Data Processed under it be joint Controllers since both Parties jointly determine the Purposes for which the Personal Data will be Processed. Each of the Advertiser and Dianomi shall comply with their obligations as Controller of Personal Data in compliance with the Data Privacy Laws and shall at all times liaise with and provide reasonable co-operation to each other  as regards the exercising of the rights of the data subject and their respective duties to provide the information referred to in Articles 13 and 14 of the General Data Protection Regulation ((EU) 2016/679)), and description in their respective privacy policy’s on their websites of the type of data that may be collected, an explanationof how and for what purpose the collected data will be used or transferred to third parties, and a link to a mechanism for user to opt out of such data collection

13. Advertiser hereby agrees that when using impression trackers and other technologies, for the purpose of impression counting and quality control, that it will not cookie users for the purpose of re-targeting or building audiences for the purposes of interest-based advertising. Advertiser also hereby agrees that if users are cookied by these technologies that this is done under the Advertisers legitimate interest. If Advertiser is making use of Dianomi impression trackers and other technologies on first or third party websites, Advertiser hereby agrees to grant Dianomi a license to place such tracking technologies and use such data for the purpose set out in this Agreement. Advertiser and Dianomi will independently collect consent from users when required by the law for the purposes set out under this Agreement.

14. Unless otherwise agreed in writing between Dianomi and the Advertiser, at the beginning of each month during the Campaign, Dianomi will issue an invoice to Advertiser for the total Engagements/Events generated during the preceding month. Payment is due 30 days after the date of invoice. The Advertiser is liable for payment of all invoices. 

15. The Advertiser acknowledges and accepts that the Advertisements are displayed on the Dianomi Inventory and except as otherwise agreed, that Dianomi has an absolute discretion as to where (and how often) the Advertisements will be displayed. Dianomi uses commercially reasonable efforts not to display Advertisements on websites or other media that are of pornographic, defamatory, obscene or illegal nature. In the event the Advertiser notifies Dianomi in writing that Advertisements are being displayed on such media, Dianomi will promptly remove the Advertising. The Advertiser shall provide Dianomi with any blocklist prior to the Advertisement release in order to monitor any specific brand safety requirements.

16. If the Order Confirmation Form is signed by an agency on behalf of Advertiser, then the agency hereby represents and warrants that it has the authority to act as agent for the Advertiser to bind Advertiser to the terms and conditions contained herein and shall indemnify, hold harmless and defend Dianomi, its affiliates, directors, officers and employees from and against any and all claims, damages, losses and costs (including, without limitation, attorney’s fees and expenses) arising from a breach of this representation and warranty.

17. Dianomi reserves the right to suspend the Service and/or the access to the Dianomi Interface for cause if the Advertiser (i) is not up to date with payments and until its account is made current, or (ii) violate, or give Dianomi reason to believe the Advertiser have violated Dianomi’s policies, or, (iii) breach the Agreement or, (iv) if there is any reason to believe that the Content or the traffic created from the Advertiser’s use of the Services is fraudulent or would infringe applicable laws. Dianomi may disconnect any inactive account after six months for security reasons. If the Advertiser intends to reconnect, upon request, Dianomi will send the Advertiser new identifiers to log onto the Dianomi Interface. In the case of any account that is inactive for at least nine (9) consecutive months, Dianomi shall therefore be entitled to terminate the Agreement by providing written notice without any other reason nor any penalty.

18. Except as set out in this clause, Dianomi gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of any Services provided under the Agreement. 

19. The Advertiser contracts with Dianomi as a principal and warrants and represents to Dianomi that: (i) it has the right, power and authority to enter into this Agreement and perform its obligations as set out herein; (ii) all Advertisements and Content submitted shall comply with all national and international requirements of the legal jurisdictions towards which the Advertisement and Content is directed and in which it is accessed and it has the right to provide the Content/Advertisement to Dianomi for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Content/Advertisement complies at all times with all applicable laws, statutes, statutory instruments, contracts, regulations, advertising and marketing codes of practice in any of the jurisdictions where the Advertisement is displayed; (iv) the Content/Advertisement does not contain any material that is obscene, defamatory or contrary to any applicable law or regulations and does not give access via hyperlinks to any property containing material that is obscene, libellous, defamatory or contrary to any applicable law or regulation; (v) it shall not provide any personal data, via its data feed or otherwise, pursuant to applicable data protection laws; (vi) any information provided under the Agreement is true, accurate, complete and current; (vii) shall not infringe the copyright or other rights of any third party or unfairly prejudice the legitimate interest of any third party (viii) that all investment advertisements shall comply with the requirements from time to time of the UK Financial Services legislation both as to content and authorisation, including without limitation the Financial Services and Markets Act 2002, the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, the FSA Mortgage Conduct of Business sourcebook, and the Distance Marketing Directive Instrument 2004, the Consumer Credit Act 2006, Consumer Credit (Advertisements) Regulations 2004; the Consumer Rights Act 2015; and the Financial Services (Distance Marketing) Regulations 2004, and comply with any other legal and content requirements for any crypto related ads in any jurisdiction in which they are appearing (ix) shall comply with the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority (x) it shall comply with all relevant laws and regulations. The Advertiser shall defend, indemnify, and hold Dianomi harmless from and against any third-party suit, proceeding, assertions, damages (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause 19 or of any claim which if true would be a breach of this clause.

20. To the maximum extent permitted by applicable law, neither party shall be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with the Agreement, even if said Party has been advised of the possibility of such damages. The Advertiser acknowledges and accepts that the price paid by Advertiser takes into account the risks involved in this transaction and this represents a fair allocation of risk.

21. In addition and for the avoidance of doubt, Dianomi will not be liable for any direct loss, indirect loss, loss of profit, consequential loss, failure to make anticipated savings or any other form of indirect or consequential loss, resulting (i) from the delay or failure of an Advertisement to appear on the Start Date or for any stoppage or discontinuance of Dianomi’s Services or for the absence of any Website from the Dianomi Publisher Marketplace during the Term (ii) from denial of service attacks affecting the Advertisements displayed in the Dianomi Publisher Marketplace.  

22. For the avoidance of doubt, nothing in this Agreement excludes or limits either Party’s liability for fraud, gross negligence, death or personal injury or any other matter to the extent such exclusion or limitation would be unlawful. Save for any indemnity(ies) in this Agreement, to the maximum extent permitted by applicable law, each Parties’ liability under the Agreement, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general/direct money damages and shall not exceed the amount corresponding to the last 12 months invoiced to the Advertiser.

23. The Advertiser acknowledges and accepts the risk that third parties may generate impressions, clicks or other actions affecting the charges under the Agreement for fraudulent or improper purposes. Dianomi shall have no responsibility or liability to the Advertiser in connection with any third party click fraud or other improper actions that may occur.

24. Without prejudice to any other rights and remedies, either Party may terminate the Agreement with immediate effect by written notice to the other Party: (a) if the other commits a material breach of any of its obligations under the Agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (b) in the event that either Party becomes insolvent, goes into liquidation, appoints an administrative receiver or analogous proceedings under relevant local law (c) by giving at least sixty (60) days prior written notice of termination. Expiration or termination (for any reason) of the Agreement shall not affect any accrued rights or liabilities which either Party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination. 

25. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English Law, and the parties irrevocably submit to the exclusive jurisdiction of the English Courts. 

26. All notices or other communications required under or regarding this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by electronic mail (in each case, with prompt confirmation of receipt) or upon deposit in the post, with postage prepaid, and addressed, if to Dianomi at its principal place of business and if to Advertiser, as set forth on the Order Confirmation Form.  If mailed, any such notice will be considered to have been given three (3) business days after mailing.

27. Each Party undertakes on behalf of itself and its respective employees, agents and servants that it will not without the prior written permission of the other Party or as otherwise provided in this Agreement, permit the disclosure to or duplication or use by any third party of information received pursuant hereto unless such information (otherwise than due to a breach hereof) is at that time is already in the public domain. The confidentiality provisions of this Agreement shall not preclude publicity referring to the existence of this Agreement or the fact that Dianomi has provided services for the Advertiser. 

28. Neither Party hereto shall be liable for any breach of its obligations hereunder, except in respect of payment, resulting from causes beyond the reasonable control of the Party in default (or its subcontractors) including but not limited to act of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire or tempest (an ‘Event of Force Majeure’). Any time limit or estimate for a Party to perform any act hereunder shall be suspended during an Event of Force Majeure. Each of the Parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

29. The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party. 

30. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision. 

31. Subject to Clause 30, this written Agreement (including the Order Confirmation Form) constitutes the entire agreement between the Parties hereto relating to the subject matter hereof. In entering into this Agreement neither Party has relied on any representation made by the other Party unless such representation is expressly included herein. Nothing in this Clause 31 shall relieve either Party of liability for fraudulent misrepresentations and neither Party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court may allow reliance on the same as being fair and reasonable. No conditions, printed or otherwise, appearing on contracts, orders or copy instructions which conflict with, vary, or purport to add to this Agreement will be binding on Dianomi and to the extent that the Terms and Conditions contained herein are inconsistent with any such conditions, these Terms and Conditions shall prevail over and supersede any such conditions. 

32. No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both Parties hereto. 

33. The Advertiser shall not be entitled to assign without Dianomi’s prior written consent this Agreement nor all or any of its rights and obligations hereunder. 

34. Dianomi shall be entitled to sub-contract the whole or any part of its obligations hereunder to any third party but shall remain liable as if it were performing the services itself. 

35. No term of this Agreement is intended to confer a benefit on or to be enforceable by any person who is not a Party to this Agreement.