The Drum.com Website Terms and Conditions

Carnyx Group Ltd, publisher of The Drum, welcomes you to our website, a leading global publisher for the marketing and media industries.

We have set out below our Terms and Conditions for your review and acceptance. Although we try to make them as clear as possible for you, it is always tricky with legal documents to keep them short so if you have any questions please do contact us at support@thedrum.com.

Our Terms and Conditions are made of:

Please review these carefully before you use our website and make a purchase, as such use and purchase are subject to these Terms and Conditions.

We recommend that you print a version of, or save, these Terms and Conditions.

Purchases:If there is any conflict or ambiguity within our Terms and Conditions, a term contained in a document higher in the list below shall have priority over one contained in a document lower in the list:

1. Contract details (filled in online setting out Initial Term, Charges, Services etc.)
2. Additional Terms (as applicable)
3. General Conditions
4. Website Terms of Use

Website Terms of Use

11 March 2025

1.Who we are and how to contact us

1.1. Welcome to The Drum’s website at https://www.thedrum.com (“Website”).

1.2. The Website is operated by Carnyx Group Ltd, trading as The Drum (“The Drum”, “we”, “us”, “our”). Our registered office address is White Studios 206, 62 Templeton Street, Glasgow G40 1DA and our registered company number is SC093166. Our VAT registration number is SC093166.

1.3. We are a leading global publisher for the marketing and media industries.

1.4. To contact us for any reason (enquiry, complaint or any question) please contact our customer services team at support@thedrum.com or +44 3300415320.

2.Our Website terms of use

2.1. Access to and use of our Website is subject to the terms and conditions set out on this page ("Terms of Use"), as well as our Privacy Policy and Cookie Policy. If you purchase any of The Drum’s products or services including memberships, subscriptions and events you will also have to agree to and comply with our General Conditions and the applicable Additional Terms. Please ensure that you have read and understood all applicable terms and policies (“Terms and Conditions” or “Terms”).

2.2. By accessing our Website you confirm that you accept our Terms of Use and agree to comply with them. If you have any questions about them, please contact us using the contact details at the end of these Terms of Use.

2.3. If you do not agree to these Terms of Use, you must not use our Website.

2.4. We recommend that you save and/or print a copy of these Terms for future reference.

2.5. From time to time, we may amend our Terms. The revised Terms will be available on our Website. Please check back regularly to ensure you are aware of any variations we may make. If you continue to use our Website after we make any changes, you will be deemed to have accepted any changes to our Terms.If you do not agree to such changes, please do not use our Website.The date on which the Terms were last updated will be stated at the top of this page.

3.Accuracy and availability of our Website

3.1. Our Website is provided free of charge and has not been developed to meet your specific requirements. We cannot promise that it will be fit or suitable for your specific purposes.

3.2. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

3.3. We do our best to make sure that our Website is accurate, up-to-date and free from bugs, but we cannot promise that it will be, and you are responsible for putting in place your own internet security and safety measures.

3.4. Materials posted on our Website are provided for general information purposes only and to inform you about us and our news, features, products and services. This information is not intended as any form of advice and should not be relied on as such. Any reliance that you may place on the information on this Website is at your own risk, and we make no warranty or representation that the content or materials on our Website are accurate, complete, or up to date.

3.5. We update our Website regularly and reserve the right to add, remove and otherwise change the Website and/or its content at any time without notice.

4.Access to our Website

4.1. You are responsible for making all arrangements necessary to access our Website (and for any costs of doing so). In particular, you are responsible for ensuring that your computer and/or portable device is compatible with our Website. Our Website is compatible with all major Internet browsers, including: Chrome, Internet Explorer, Firefox, Safari, and Microsoft Edge.

4.2. You are responsible for ensuring that all persons accessing the Website through your internet connection are aware of these Terms of Use.

4.3. Our Website complies with the laws of the United Kingdom, you are responsible for compliance with local laws in the country from where you are accessing this Website.

4.4. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website or any services provided via, or in relation to, our Website. This includes using (or permitting, authorising or attempting the use of:

1. any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same; and/or
2. any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

4.5. The provisions in this clause 4 should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790). This clause 4 shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

4.6. We want you and others to enjoy using our Website. When doing so, we ask that you observe the following rules:

1. you agree not to use our Website for any illegal or unauthorised purpose, and you agree to comply with all laws and regulations applicable to your use of our Website, including copyright and other intellectual property laws;
2. you must not attempt to restrict another user of our Website from using or enjoying our Website and you must not encourage others to breach our Terms of Use;
3. you must not interfere with our Website or any servers or networks connected to our Website, including by transmitting any worms, viruses, malware, spyware or any other code of a destructive, malicious or disruptive nature. You must not inject content or code or otherwise alter or interfere with the way any page of our Website is rendered or displayed in a user’s browser or device;
4. you must not change, modify or alter our Website or change, modify or alter another website so as to inaccurately imply an association with our Website or with us; and
5. you must not access our Website via a means we have not authorised in writing in advance, including automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies).

4.7. If you breach any of our Terms of Use, or any of our other Terms and Conditions, your ability to access and use our Website may be terminated by us immediately, where possible by giving written notice to you using the contact details you provide to us.

5.Our intellectual property rights

5.1. Our Website and its contents are protected by certain rights, including registered and unregistered intellectual property rights (“Rights”). These Rights belong either to us or to our licensors. We and our licensors expressly reserve all Rights in and to our Website and its contents. In particular, we reserve all Rights in the name “The Drum” the “www.thedrum.com” domain name and all related domain names, trade-marks, logos, brand names and/or trading names appearing on our Website.

5.2. Nothing in these Terms grants you any legal rights in our Website or its contents other than as necessary to enable you to access and use our Website in accordance with these Terms of Use. The use of any trade marks on our Website is strictly prohibited unless you have our prior written permission. The names, images and logos identifying Carnyx Group Ltd, The Drum or third parties and their products and services, are proprietary marks of Carnyx Group Ltd, and/or may be the proprietary marks of third parties. Any use made of these marks without obtaining permission may be an infringement of rights in those marks and Carnyx Group Ltd reserves all rights to enforce such rights.

5.3. You may only view, print out, use, quote from and cite our Website and its contents for your own personal, non-commercial use on the condition that you give appropriate acknowledgment to us where appropriate and you do not remove our copyright or other proprietary notices.

6.Linking to our Website

6.1. You may link to any page of our Website, provided that you do so for non-commercial purposes and in a way that is fair and legal and which does not damage our reputation or take advantage of it. For the avoidance of doubt, the linking site must not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. We reserve the right to withdraw linking permission at any time and without notice.

6.2. You must not link to our Website in such a way as to suggest any form of association, approval or endorsement on our part where none exists and you must not remove, obscure or modify in any way any advertisements, copyright notice, or other information on our Website. Our Website must not be framed on any other website.

7.Third party websites & services

7.1. Our Website may contain links to third party websites and services. If you decide to visit any third party website or use a third party service, or purchase products from that third party, you do so at your own risk. It is your responsibility to satisfy yourself as to the reputation of such third parties and the services they offer. We are not responsible for the content, accuracy or opinions expressed on third party websites or services. Links that we make available do not imply that we are, or our Website is, affiliated to or associated with such websites or services.

7.2. Your browsing and interaction on any other website or your use of other services, including websites and services which have a link to or from our Website, is subject to that operator’s own rules and policies. In particular, third party websites will have separate legal terms and process your personal information in accordance with their own privacy notices. Please read all applicable third party policies and terms and conditions before proceeding.

7.3. The Website may display advertising from third parties. Individual advertisers are solely responsible for the content of advertising material, which they submit to us, including ensuring that it complies with relevant legislation. We accept no responsibility for the content of advertising material, including, without limitation, any error, omission or inaccuracy therein.

8.Your privacy & cookies

8.1. The privacy of your personal information is important to us. Any personal information that you provide to us will be dealt with in accordance with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

8.2. Our Website also uses cookies and similar technologies. Some of these are necessary for the operation of our Website, some provide specific features and functionality and others are used to collect information to help us analyse how our Website is used. Please see our Cookie Policy, for more details of how we use cookies and similar technologies.

9.Registration

9.1. Certain areas of the Website are only accessible to restricted to users who have registered for an account with The Drum (“Registered Users”).

9.2. In order to become a Registered User, you need to apply online for an account on The Drum. You must provide true, accurate, current and complete information about yourself in the application.

9.3. If your application is successful, we will send you a confirmation email setting out some important details about your registration and account.

9.4. As a Registered User:

1. You must keep your username and password secure, and not share it with anyone else;
2. You must not do anything that would assist anyone who is not a Registered User to gain access to any areas or content which are only accessible to Registered Users;
3. You must not maliciously create additional accounts for the purpose of abusing the functionality of the Website, or other users;
4. You must not seek to pass yourself off as another individual, organisation or brand; and
5. You confirm that you have read, understood, and agree to comply with these Terms of Use.
6. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@thedrum.com.

9.5. The Drum reserves the right to suspend or terminate your account if you have not complied with these Terms of Use, including if any amounts which are due and payable to us by you remain unpaid (in whole or in part) for twenty-one (21) days after we notify you in writing that they are due for payment.

10.User-generated content is not approved by us

Our Website may include information and materials uploaded by other users of the Website, including content-sharing and video-sharing pages, ratings etc. This information and these materials have not been verified or approved by us. The views expressed by other users on our Website do not represent our views or values.

11.How to complain about or report content

If you become aware of any material that is illegal or could comprise or be connected to child sexual abuse or exploitation or could comprise terrorist content, be connected to terrorism, constitute a breach of intellectual property rights or privacy or breaches of our Acceptable Use Policy please contact us immediately at support@thedrum.com.

12.Uploading your content to our Website

12.1. On certain parts of our Website, you may be invited to upload materials to our Website and/or make contact with other users (“Content”). If you choose to upload Content, you must ensure that your Content complies with our Acceptable Use Policy.

12.2. You warrant that any such Content does comply with those Acceptable Use Policy, and you are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

12.3. Any Content you upload to our Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your Content, but when you upload or post Content to our Website, you grant The Drum a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the service provided by the Website and across different media including to promote the Website or the Services forever.

12.4. We also have the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our Website constitutes a violation of their intellectual property rights or their right to privacy.

12.5. We have the right to remove any posting you make on our Website if, in our opinion, your Content does not comply with the standards set out in our Acceptable Use Policy.

12.6. If you wish to contact us about Content you have uploaded to our Website and that we have taken down, please contact support@thedrum.com. If we restrict access to any Content you upload to our Website in a way that breaches these Terms of Use, you have a right to bring a claim against us for breach of contract.

12.7. You are solely responsible for securing and backing up your Content.

13.We will suspend your account if you frequently upload illegal content

13.1. If you frequently upload material that is clearly illegal, we may suspend your access to our Website and/or account for a reasonable period of time. We will warn you in advance if we plan to suspend you.

13.2. When deciding whether to suspend you, we will consider:

1. how many items of clearly illegal Content you have uploaded within a given time frame in terms of the volume of other Content uploaded by other users during that time;
2. the gravity of the misuse, including the nature of the illegal Content and its consequences (potential or otherwise); and
3. where possible to identify, your intention in posting the Content.

13.3. If you frequently submit notices or complaints that are clearly unfounded, we may suspend the processing of any further notices or complaints from you for a reasonable period of time. We will warn you in advance if we propose to suspend processing of your notices or complaints.

13.4. If we suspend or ban you from using our service in a way that breaches these Terms of Use, you have a right to bring a claim against us for breach of contract.

14.Our responsibility for loss or damage suffered by you

14.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

14.2. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products/services to you, which will be set out in our Terms of Business.

14.3. We exclude all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it.

14.4. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

1. use of, or inability to use, our Website;
2. use of or reliance on any content displayed on our Website.
3. In particular, we will not be liable for direct or indirect:
4. loss of profits, sales, business, or revenue;
5. business interruption;
6. loss of anticipated savings;
7. loss of business opportunity, goodwill or reputation; and/or
8. any indirect or consequential loss or damage.

14.5. Our total liability to you for all other losses arising under or in connection with your use of the Website, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £50.

14.6. Nothing in these Terms of Use affects our liability to you in respect of other products or services that you purchase from us. Our liability to you in respect of your purchase of products or services from us will be as set out in our Terms of Business.

15.Other important provisions

15.1.Assignment: You may not assign, sub-license or otherwise transfer any rights under our Terms of Use.

15.2.Invalidity: If any provision of our Terms of Use is found to be invalid for any reason, the invalidity of that provision will not affect the remaining provisions of our Terms of Use, which will remain in full force and effect.

15.3.Non-waiver: If we fail to exercise any right or remedy under our Terms of Use, our failure does not constitute a waiver of that right or remedy. Any waiver must be in writing and signed by us.

15.4.Force majeure: We disclaim any liability, to the fullest extent permitted by law, for any delay in performance or non-performance of our obligations under these Terms of Use to the extent that such delay or non-performance is caused by any act, event, non-happening, omission or accident beyond our reasonable control (including without limitation acts of any government, adverse weather, natural disaster, fire, explosion, epidemic, labour dispute including strikes, war, terrorist activity or civil commotion).

15.5.Applicable law and jurisdiction: These Terms of Use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

General Conditions

20 Jan 2025

1. Interpretation and definitions

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or a public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client Company for the supply of the Services by The Drum, as set out in the Contract Details.

Client Company Materials: all materials, content, ads, ad creative, equipment and tools, drawings, specifications, content, images, data, software, artwork, computer systems videos, documentation, trademarks, logos, business names and data owned or licensed by the Client Company and supplied by the Client Company to The Drum.

Confidential Information: information relating to either party’s clients, customers, businesses, business plans or affairs, which information is proprietary and confidential to such party. Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which it ought reasonably to expect the receiving party would regard as confidential. Confidential Information also includes any materials comprising or relating to sensitive Intellectual Property Rights such as trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Contract, whether communicated orally, in writing, electronic, or other form.

Contract: the contract between the Client Company and The Drum for the supply of the Services constituting of the Contract Details, these General Terms, and any applicable Additional Terms(s).

Contract Details: the details of the Client Company’s name and contact details, brief/instructions, Services and/or Deliverables to be provided as well as the Charges, key dates and any other relevant information for the Contract. These can be set out online or in a signed paper format.

Deliverables: any deliverables developed for the Client Company by The Drum (inc. its agents, subcontractors, and personnel) as listed in the Additional Terms or set out in the Contract Details;

Effective Date: the date of this Contract as set out in the Contract Details.

General Terms: these terms and conditions as set out from clause ‎1 (Interpretation) to 12 (Other Important Terms) inclusive.

Initial Term: the Initial Term of the Contract as set out in the Contract Details.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) performer's property rights as described in Part II, Chapter X of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Membership: an annual membership to one of The Drum’s membership products as set out in the Contract Details.

Renewal Period: any extension(s) of the Initial Term or if the Contract is for a Membership or Subscription, successive periods of similar lengths starting at the end of the Initial Term or the then Renewal Period.

Services: the services, Membership, or Subscription including without limitation any Deliverables, to be provided by The Drum under the Contract, as described in the Contract Details and the applicable Additional Terms.

Subscription: a subscription to one of The Drum’s publications or services as set out in the Contract Details.

Term: the duration of the Contract (being the Initial Term and any Renewal Periods).

The Drum Materials: all Services, trademarks, service marks, trade names, logos, domain names, audio and visual information, equipment, tools, drawings, specifications, data, documents, software and other works of authorship, software, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information, including all modifications, improvements, upgrades, derivative works, creative elements and visualizations, and all Intellectual Property Rights therein, belonging to The Drum or its licensors excluding any Client Company Materials within the Deliverables.

1.2 Interpretation:

1. A reference to legislation or a legislative provision:
   1. is a reference to it as it is in force as at the date of this Contract; and
   2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
2. Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
3. A reference to writing or written includes email.
4. If there is any conflict or ambiguity within our legal terms, a term contained in a document higher in the list below shall have priority over one contained in a document lower in the list:
1. Contract details (filled in online setting out Initial Term, Charges, Services etc)
2. Additional Terms (as applicable)
3. These General Conditions
4. Website’s Terms of Use

2. Commencement and Duration

2.1The Contract shall commence on the Effective Date and shall continue for the Term, unless and until terminated earlier in accordance with its terms.

2.2If the Contract is for a Membership or a Subscription, The Drum will send the Client Company a renewal notification before the end of the Initial Term or relevant Renewal Period and the Contract shall be automatically renewed for the Renewal Period(s), unless either party notifies the other party of termination, in writing before the end of the Initial Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of, as applicable, the Initial Term or Renewal Period.

3. Supply of Services

3.1The Drum shall supply the Services to the Client Company from the Effective Date in accordance with the Contract.

3.2In supplying the Services, The Drum shall:

1. perform the Services with reasonable care and skill;
2. use reasonable endeavours to perform the Services substantially in accordance with the Contract;
3. observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client Company's premises and have been communicated to The Drum, provided that The Drum shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
4. take reasonable care of all Client Company Materials in its possession and make them available for collection by the Client Company on reasonable notice and request, always provided that The Drum may destroy the Client Company Materials if the Client Company fails to collect the Client Company Materials within a reasonable period after termination of the Contract.

3.3The Drum's obligations in this clause 3 shall not apply to the extent of any non-conformance which is caused by the Client Company’s use of the Services contrary to The Drum's instructions, any modification or alteration of the Services by any party other than The Drum or The Drum's duly authorised contractors or agents, any failure or delay resulting from errors or omissions in Client Company Materials, any omitted, misplaced, or mis-positioned messages, or any discrepancy or error in the presentation of digital data or otherwise. If the Services do not conform with the terms of this clause 3, The Drum will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Client Company's sole and exclusive remedy for any breach of the undertaking set out in clause 3.

3.4The Drum warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.

3.5The Drum:

1. does not warrant that:
1. the Client Company's use of the Services will be uninterrupted or error-free;
2. the Services and/or the information obtained by the Client Company through the Services will meet the Client Company's requirements;
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client Company acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.6If The Drum's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client Company, its agents, subcontractors, consultants or employees, the Client Company shall:

1. give the Client Company prompt notice of such act or omission;
2. not be liable for any costs, charges, or losses sustained or incurred by the Client Company or any third party that arise directly or indirectly from such prevention or delay;
3. be entitled to payment of the Charges despite any such prevention or delay; and
4. be entitled to recover any additional costs, charges, or losses The Drum sustains or incurs that arise directly or indirectly from such prevention or delay.

4. Client Company's obligations

4.1The Client Company shall:

1. co-operate with The Drum in all matters relating to the Services;
2. provide, for The Drum, its agents, subcontractors, consultants, and employees, promptly and at no charge, access to the Client Company's premises, office accommodation, data and other facilities if reasonably necessary by The Drum to perform the Services;
3. promptly supply to The Drum any Client Company Materials reasonably required by The Drum or otherwise necessary to provide the Services and Deliverables;
4. provide, in a timely manner, such information, instructions and assistance as The Drum may reasonably require, and ensure that it is accurate and complete in all material respects;
5. as applicable, provide any approval, acceptance or confirmation of any request or Deliverable within 2 Business Days of delivery by The Drum. Past this delay, any such acceptance, approval and confirmation will be deemed granted;
6. carry out all other Client Company responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays in the Client Company’s provision of such assistance as agreed by the parties, The Drum may adjust any agreed timetable or delivery date as reasonably necessary;
7. ensure that its authorised users use the Services in accordance with the terms and conditions of this Contract and The Drum’s Acceptable Use Policy and shall be responsible for any of its authorised user's breaches of the abovementioned documents;
8. obtain and maintain all necessary licences, consents, and permissions necessary for The Drum, its contractors and agents to perform their obligations under this Contract.

4.2The Client Company warrants and represents that:

1. it owns all right, title and interest in and to all of the Client Company Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Company Materials;
2. it is allowed to license such Client Company Materials to The Drum as set out in clause 6 (Intellectual property) below; and
3. it will comply with The Drum’s Acceptable Use Policy in relation to any content posted on The Drum’s website and/or any Client Company Materials provided to The Drum or to the public through The Drum.

5. Data protection

5.1For this clause 5, the terms “controller”, “personal data” “process” and “processor” shall have the same meanings as defined in the Data Protection Act 2018 and the UK GDPR.

5.2It is the parties’ expectation that no personal data will be transferred between the parties under this Contract, other than basic business-to-business contact details on a controller-to-controller basis to administer the provision of the Services under the Contract. The Client Company understands and acknowledges that any such personal data will be processed in accordance with The Drum’s Privacy Policy.

5.3Notwithstanding clause 5.2, the parties agree and acknowledge that to the extent The Drum processes any personal data, other than as described in clause 5.2, on behalf of Client Company in the course of providing the Services, the parties will execute a data protection addendum, setting out each party’s role and obligations, that complies with applicable data protection laws.

6. Intellectual property

6.1The Client Company acknowledges and agrees that The Drum and its licensors own and shall retain all Intellectual Property Rights in the Services and The Drum Materials. The Client Company and its licensors own and shall retain all Intellectual Property Rights in the Client Company Materials. Except as expressly stated herein, this Contract does not grant either party any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the other party’s Intellectual Property Rights nor in the Services.

6.2The Client Company grants The Drum a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy, edit, modify and publish the Client Company Materials for the Term of the Contract for the sole purpose of providing the Services to the Client Company.

6.3The Client Company agrees that any comments, suggestions, ideas, enhancement requests, feedback, or recommendations provided by the Client Company, whether verbally or in writing, relating to the Services or The Drum Materials, will be non-confidential and that The Drum owns all rights to use and incorporate them into the Services or The Drum Materials, without payment to the Client Company. The Client Company further agrees that if the Client Company acquires any Intellectual Property Rights in or relating to the Services or The Drum Materials under this Contract, by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to The Drum or the Drum’s licensors, as the case may be, without further action by either the Client Company or The Drum.

6.4Subject to the payment of the Charges, the Drum grants the Client Company, or shall procure the direct grant to the Client Company of, a fully paid-up, limited, worldwide, non-exclusive, non-transferable and non-licensable, licence to copy, reproduce, publish and use the Deliverables (including any of The Drum Materials within the Deliverables) for the sole purpose of receiving and using the Services and the Deliverables in accordance with this Contract, for the benefit of the Client Company's business during the Term of the Contract.

6.5The Drum shall indemnify the Client Company in full against any sums awarded by a court against the Client Company arising out of or in connection with any third-party claim brought against the Client Company for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Services by the Client Company.

6.6The Client Company shall indemnify The Drum in full against any sums awarded by a court against The Drum arising of, or in connection with, any third-party claim brought against The Drum for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt and/or use of the Client Company Materials by The Drum.

6.7The above indemnities shall be subject to the indemnified party: (a) having used the other party’s materials in accordance with the Contract, (b) notifying the indemnifier of any such claim in writing immediately, (c) mitigating its losses; (d) providing the indemnifier with such reasonable assistance as requested, (e) allowing the indemnifier to conduct all negotiations, proceedings and settle the claim, and (f) not making any admission or agree any settlement in relation to the claim.

7. Charges and payment

7.1In consideration for the provision of the Services, the Client Company shall pay The Drum the Charges in accordance with this clause 7.

7.2All amounts payable by the Client Company:

1. are exclusive of value-added tax (VAT), which the Client Company shall be added to The Drum’s invoice (if applicable) at the prevailing rate, subject to receipt of a valid VAT invoice;
2. shall be payable in pounds sterling;
3. are, subject to clause 8 (limitation of liability) and the applicable Additional Terms, non-cancellable and non-refundable.

7.3The Drum shall submit invoices for the Charges plus VAT (if applicable) to the Client Company as agreed in the Contract Details. Each invoice shall include all reasonable supporting information required by the Client Company.

7.4Unless otherwise agreed in the Contract Details or the Additional Terms The Drum shall invoice Client Company in respect of:

1. advertising and marketing services on a monthly basis in arrears;
2. events such as awards, venue hire upon signature;
3. Memberships and Subscriptions upon signature of the Contract and thereon before the end of the Term in respect of the next Renewal Period; and
4. any other Services on a monthly basis in advance.

7.5The Client Company shall on the Effective Date provide to The Drum either valid, up-to-date, and complete credit card details or an approved purchase order acceptable to The Drum and any other relevant valid, up-to-date, and complete contact and billing details.

7.6Unless otherwise agreed in the Contract Details:

1. the Client Company shall pay each invoice within 7 days of receipt; or
2. if the Client Company provided its credit card details to The Drum, the Client Company hereby authorises The Drum to bill such credit card:
   1. on the Effective Date for the Charges payable in respect of the Initial Term for Memberships, Subscription and events; and
   2. subject to clause 2.2, on the first day of each Renewal Period , for the Charges payable in respect of such Renewal Period; and
   3. for any other Services, at the time the Client Company enters into the Contract and/or the Renewal Period (if applicable).

7.7The Client Company is responsible for informing The Drum of any changes in the Client Company’s nominated payment details.

7.8If the Client Company fails to make any payment due to The Drum under the Contract by the due date for payment (or if the payment by credit card fails), then, without limiting The Drum's remedies under clause ‎9 (Termination):

1. the Client Company shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day and compounded monthly at 4% a year above the Bank of England's base rate from time to time. The Client Company shall also reimburse The Drum for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
2. In addition to the termination rights set out in clause 9.2 below, The Drum may suspend all Services until payment has been received in full, and the Client Company understands that the Term of the Contract will not be extended by the period during which payment was outstanding.

7.9All amounts due under the Contract from the Client Company to The Drum shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

7.10For Memberships and Subscriptions, The Drum shall be entitled to increase the Charges at the start of each Renewal Period upon prior notice to the Client Company. If the Client Company does not terminate its Membership or Subscription before the start of the Renewal Period, the Contract Details shall be deemed to have been amended and the Contract will renew at the end of the Term accordingly.

7.11The Client Company may not set-off or withhold any monies from payments of the Charges or other payments due to The Drum.

7.12The Client Company shall ensure that The Drum receives the full Charges net of any withholding tax that may be payable. If any withholding or similar tax is due in relation to the Charges, the Client Company shall pay The Drum such additional amounts as are required to ensure that the net sum received by The Drum is equivalent to the full Charges payable by the Client Company.

7.13The Drum shall additionally be entitled to invoice the Client Company all expenses properly incurred in the supply of the Services (including travel expenses, postage, couriers, subsistence and similar expenses) subject to approval by the Client Company for any expenses in excess of any limit which has been either specified in the Contract Details or otherwise agreed in writing (and such approval may not be unreasonably withheld or delayed by the Client).

8. Limitation of liability

8.1The Drum has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover The Drum has been able to arrange and the Client Company is responsible for making its own arrangements for the insurance of any excess loss.

8.2References to liability in this clause ‎8 include every kind of liability arising under or in connection with the Contract or its subject matter including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.

8.3Nothing in the Contract limits:

1. Client Company's payment obligations under the Contract; nor
2. any liability which cannot legally be limited, including liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. any other liability that cannot be excluded by law

8.4Subject to clause ‎8.3 (Liabilities which cannot be limited) and clause 8.5 (Excluded liabilities), The Drum’s total liability:

1. for loss arising from its failure to comply with its data protection obligations and/or any claim that The Drum has breached a third party’s Intellectual Property Rights shall not exceed 300% of the Charges paid over the 12 months preceding the incident(s) giving rise to the claim(s); and
2. for all other loss or damage shall not exceed 100% of the Charges paid over the 12 months preceding the incident(s) giving rise to the claim(s).

8.5Subject to clause ‎8.3 (Liabilities which cannot be limited), this clause 8.5 sets out the types of loss (whether direct or indirect) that are wholly excluded:

1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; and
7. indirect or consequential loss,

regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.

8.6The Drum shall not be responsible for any loss, liability, or damage caused by any person other than The Drum or someone acting under The Drum’s direct instructions.

8.7The Drum has given commitments as to the compliance of the Services with relevant specifications in clause ‎3 (Supply of Services). Given these commitments, any representation, condition, or warranty implied by legislation, common law, equity, trade, custom, or usage are, to the fullest extent permitted by law, excluded from the Contract.

8.8Unless the Client Company notifies The Drum that it intends to make a claim in respect of an event within the notice period, The Drum shall have no liability for that event. The notice period for an event shall start on the day on which the Client Company became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The Client Company shall ensure that the notice is in writing and identifies the event and the grounds for the claim in reasonable detail.

9. Termination

9.1In addition to any termination rights set out in the Contract Details and without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if the other party:

1. commits a material breach of any term of the Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
2. takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. a force majeure event (as described under clause 12.1 below) prevents the other party from performing its obligations under the Contract for a consecutive period of 21 days or more.

9.2Without affecting any other right or remedy available to it, The Drum may terminate the Contract with immediate effect or suspend its Services by giving written notice to the Client Company if the Client Company:

1. fails to pay any amount due under the Contract within 7 days of the due date for payment;
2. or any of its authorised users breaches the Acceptable Use Policy; or
3. engages in conduct which in The Drum’s reasonable opinion may cause damage to the good name, goodwill, reputation or image of The Drum or its publications.

9.3On termination of the Contract for whatever reason:

1. the Services, access to a Membership or Subscription will cease;
2. Client Company shall immediately pay to The Drum all of The Drum's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, The Drum may submit an invoice, which shall be payable immediately on receipt;
3. upon receipt of full payment by the Client Company, The Drum will deliver to the Client Company the Client Company Materials in its possession as well as any Deliverables (or draft Deliverables) and delete all Client Company Materials (subject to applicable legal requirements) held on The Drum’s systems within 30 days of termination;
4. 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; and
5. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.Confidentiality

10.1Each party undertakes to maintain the confidentiality of the other party’s Confidential Information at all times and to keep the other party’s Confidential Information secure and protected against theft, damage, loss or unauthorised access with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Neither party shall at any time, whether during the Term or at any time thereafter, without the prior written consent of the party to whom the Confidential Information belongs, use, disclose, exploit, copy or modify any of such Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations hereunder.

10.2Neither party shall use any other party's Confidential Information for any purpose other than to perform its obligations under the Contract.

10.3Each party may disclose the other’s Confidential Information to its employees, contractors, or advisors who require it, provided that the recipients are themselves bound by obligations of confidentiality to the disclosing party.

10.4Clause 10.1 above shall not apply to any information which:

1. is in the public domain, becomes available on a non-confidential basis from a third party source or is otherwise freely available (other than as a direct or indirect result of a breach by (i) the receiving party of its obligations or (ii) a third party of any obligation of confidentiality);
2. is required to be disclosed by law. In such case the receiving party shall, if legally permitted, give the disclosing party reasonable written notice before such disclosure to enable the disclosing party to take steps or make representations to prevent any such disclosure;
3. was already in the receiving party’s possession at the time of such disclosure and the receiving party has documentary proof of such possession; or
4. was or is independently developed by the receiving party without reference to or use of, in whole or in part, any of the other party’s Confidential Information

10.5Notwithstanding this clause 10, the Client Company acknowledges and agrees that The Drum may use its company name(s) and logo(s) for promotional purposes.

10.6On the expiry or earlier termination of this Contract, each party and its representatives will promptly return or destroy all Confidential Information (and copies thereof) that it has received under this Contract from the other party.

11. Representations and Warranties.

Each party represents, warrants, and covenants that:

1. it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;
2. it has the full right, power, and authority to enter into this Contract, to grant the rights and licenses granted under this Contract and to perform its obligations under this Contract; and
3. it is now and through the Term will remain in compliance with all laws applicable to the performance of its obligations under this Contract.

12. Other Important Terms

12.1 Force majeure. Except for the Client Company’s obligation to make payments to The Drum, neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, social network outage or failure of the Internet provided that the delayed party (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

12.2 Assignment and other dealings.

1. The Client Company shall not assign, transfer, delegate, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without The Drum's prior written consent, provided, however, that the Client Company may assign this Contract to a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Client Company’s assets.
2. The Drum may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
3. No assignment will relieve the assigning party of any of its obligations hereunder. This Contract will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.3 Entire agreement.

1. 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.
2. 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

12.4 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.5 Waiver.

1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause ‎12.6 shall not affect the validity and enforceability of the rest of the Contract.

12.7 Non-exclusivity. This Contract shall not prevent The Drum from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.

12.8 Notices.

1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
2. sent by email to the address specified in Contract Details.
2. Any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or
3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause ‎12.8(b)(iii), business hours means 9.00am to 5.00pm on a Business Day.
3. This clause 12.8 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.

12.9 Third party rights. Unless it expressly states otherwise this Contract, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.10 Governing law and jurisdiction.

1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Product/Services Additional Terms