BSCNE Ltd – Advertising Terms & Conditions (Digivans)

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1. INTERPRETATION

1.1 Definitions

• Advertisement: the creative content to be displayed on BSCNE Media Space (a Client Provided Advertisement or a BSCNE Assisted Advertisement).

• Agency: an advertising/marketing/branding agency acting for a Client. If an Agency places the order, Agency and Client are jointly and severally liable.

• Booking Form: the booking form issued by BSCNE Ltd.

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

• Charges: the fees set out in the Booking Form.

• Client: the advertiser named in the Booking Form.

• Client Default: has the meaning in clause 4.2.

• Commencement Date: the date the Client signs the Booking Form.

• Conditions: these terms, as amended under clause 16.4.

• Contract: the contract between the Client and BSCNE Ltd for the Services.

• Duration: the period BSCNE performs the Services, as per the Booking Form.

• BSCNE: BSCNE Ltd, incorporated in England and Wales (Company No. 14895178).

• BSCNE Assisted Advertisement: as per clause 5.2.

• Digivan: BSCNE’s mobile digital advertising vehicle(s) equipped with LED screens and audio (where applicable).

• Intellectual Property Rights: all IP rights anywhere in the world, registered or unregistered, including applications and renewals.

• Media Space: the digital display space on BSCNE Digivans and any associated BSCNE-controlled digital screens as set out in the Booking Form.

• Proof of Play: reasonable evidence of delivery such as GPS logs, ad-server logs, and/or photos/video captured by BSCNE.

• Route Plan: the route(s), areas, and timings agreed for the Digivan activation.

• Services: display of the Advertisement on the Media Space and any ancillary services (including creative assistance).

• Services Start Date: start date in the Booking Form.

• Slot: each scheduled time within the Duration when the Advertisement is displayed.

• Activation Window: the daily period(s) within which Slots may run, as per Booking Form.

1.2 Headings do not affect interpretation.
1.3 The Booking Form forms part of the Contract.
1.4 The Contract binds successors/assignees.
1.5 References to legislation include amendments and subordinate regulations.
1.6 “Writing” includes email.
1.7 An obligation not to do something includes not permitting it to be done.
1.8 Capitalised terms in the Booking Form have these meanings.
1.9 “Including”, “in particular” etc. are illustrative only.

2. BASIS OF CONTRACT

2.1 By signing the Booking Form, the Client agrees to these Conditions and the Contract comes into force on the Commencement Date.
2.2 The Client must check all Booking Form details are accurate and complete.
2.3 Any samples, visuals, schedules or descriptions on BSCNE’s website or materials are illustrative only and not contractual.

3. BSCNE OBLIGATIONS

3.1 BSCNE will supply the Services with reasonable skill and care.
3.2 BSCNE will provide relevant creative specifications and operational guidance.
3.3 BSCNE will use reasonable commercial endeavours to deliver Slots within the Duration. Times/dates are estimates; time is not of the essence.
3.4 BSCNE may adjust routing/locations/timings where reasonably required for safety, legal compliance, venue rules, traffic, road closures, weather, police instructions, event security, or Digivan maintenance/charging.

4. CLIENT OBLIGATIONS

4.1 The Client shall:
4.1.1 cooperate with BSCNE;
4.1.2 provide information/materials BSCNE reasonably requires, on time and accurate;
4.1.3 obtain and maintain all licences/permissions/consents needed for the Services prior to the Services Start Date (including any brand-side approvals, talent/music/image clearances, and—if the Client requests specific venues/private land - any third-party permissions);
4.1.4 comply with BSCNE specs, safety instructions, and operational rules notified in writing;
4.1.5 not instruct any conduct that would cause traffic obstruction or breach of law, council by-laws, event rules, or police instructions;
4.1.6 ensure any on-street sampling/activations arranged by the Client are separately risk-assessed, insured, and lawfully permitted.

4.2 Client Default: If BSCNE’s performance is prevented or delayed by the Client’s act/omission or failure to perform (including late creative, non-payment, missing approvals, or unlawful content):
4.2.1 BSCNE may suspend Services and/or terminate under clause 13; Charges remain payable and any paid amounts are non-refundable;
4.2.2 BSCNE is not liable for any resulting costs/losses;
4.2.3 The Client shall reimburse BSCNE’s costs/losses arising from the Client Default on written demand.

5. ADVERTISEMENT

5.1 Client Provided Advertisement

5.1.1 Client must supply final creatives in BSCNE’s specs no later than 3 Business Days before the Services Start Date (or any other deadline set by BSCNE). Late supply is a Client Default.
5.1.2 BSCNE may require prior approval of creative. If reasonably rejected, the Client must remedy within BSCNE’s timeframe; failure is a Client Default.
5.1.3 Change requests must be in writing and received at least 2 Business Days before the relevant Slot (or by BSCNE’s stated deadline). Late changes may be refused.
5.1.4 BSCNE accepts no liability for Client Provided Advertisements.
5.1.5 The Client represents and warrants the Advertisement:
(a) complies with law;
(b) complies with ASA/CAP/BCAP and any relevant sector rules (e.g., HFSS, alcohol, gambling, finance, healthcare/claims, political advertising and local authority guidance);
(c) complies with BSCNE specs/instructions;
(d) is not defamatory, obscene, or offensive;
(e) respects third-party rights (IP, image, music, privacy, endorsements);
(f) is technically compatible with the Media Space.

5.2 BSCNE Assisted Advertisement

5.2.1 Where BSCNE provides creative services, BSCNE will exercise reasonable skill and care.
5.2.2 The Client remains responsible for final legal/regulatory compliance as per 5.1.5 and must provide any necessary substantiation/clearances.

5.3 Proof of Play & Exclusivity

5.3.1 Proof of Play (GPS/ad-server logs and/or campaign photography/videography) can be provided if requested in writing at booking; capture is subject to availability and safety, and not guaranteed.
5.3.2 The Client acknowledges Media Space is shared; no exclusivity at a location or on a route is guaranteed unless expressly agreed in the Booking Form.

5.4 Audio Use

Where audio is requested, volume and operation will follow local laws, event rules, and safety guidance. BSCNE may mute/limit audio at any time for safety/compliance.

6. ADVERTISING STANDARDS

6.1 BSCNE is not liable for ASA/CAP breaches in Client Provided Advertisements.
6.2 The Client shall indemnify BSCNE from all liabilities, costs, damages, fines, and expenses (including full-indemnity legal costs) arising from breach of clause 5.1.5.
6.3 If BSCNE reasonably considers any Advertisement unlawful, non-compliant, defamatory, offensive or likely to cause public offence or safety risk, this is a Client Default and clause 4.2 applies. BSCNE may withdraw or refuse to display the Advertisement.

7. CHARGES & PAYMENT

7.1 Charges are set out in the Booking Form and are exclusive of VAT.
7.2 Unless otherwise agreed in writing, BSCNE invoices prior to the Services Start Date and the Client must pay in full, cleared funds at least 3 Business Days before the Services Start Date.
7.3 If payment is by instalments, the Services constitute a continuous supply over the Term; any agreed deposit forms part of the price.
7.4 Time for payment is of the essence.
7.5 Late payments accrue interest daily at 4% above the Bank of England base rate (minimum 4% where base <0%).
7.6 All sums due are payable without set-off or deduction (save for tax withholdings required by law).

8. OPERATIONAL CONDITIONS FOR DIGIVANS

8.1 Routing & Permissions. The Route Plan is subject to change for safety, traffic, regulations, or instructions from authorities/venue owners. Local authority permissions, event/venue passes, and parking/standstill permissions (if required) must be pre-arranged. BSCNE will not stop or idle where unlawful.
8.2 Road & Weather Disruption. Traffic, accidents, protests, roadworks, road closures, severe weather, low bridges, weight/width limits, charging/refuelling requirements, and police/event instructions may impact coverage, timing, and dwell.
8.3 Safety & Driver Authority. The driver (and BSCNE ops team) has absolute discretion to adapt, pause, or relocate activity for safety/compliance.
8.4 Vehicle Availability. In case of breakdown, technical failure, collision, or maintenance, BSCNE may (i) substitute another vehicle; (ii) extend the Duration with equivalent Slots; or (iii) offer reasonable make-good value.
8.5 Stand-Still Restrictions. Static billboard rules do not apply; Digivans are mobile units and will comply with highway and council rules regarding stopping/parking. Any requested static display on private land requires prior written permission from the landowner and may incur additional costs.
8.6 Energy & Technical. Charging/refuelling, screen warm-up, and system checks are part of normal operation and may reduce live display minutes within an Activation Window.
8.7 Sampling/Street Teams. If the Client adds street teams or sampling, they are solely responsible for risk assessments, licences, crowd control, litter, and insurance.

9. THIRD-PARTY SUPPLIERS & VENUES

9.1 Media Space may include third-party venues, events, or zones. Any applicable third-party terms are deemed incorporated where publicly available or notified; the Client must not cause BSCNE to breach them.
9.2 If third-party permissions are withdrawn or capacity constrained, BSCNE may alter routes/Slots, extend Duration, substitute comparable Media Space, or—if no reasonable alternative exists - issue a pro-rata credit/refund limited to any refund BSCNE actually receives from the third party.

10. INTELLECTUAL PROPERTY

10.1 Client Advertisements: IP remains with the Client (excluding BSCNE materials). The Client grants BSCNE a royalty-free licence to use, copy, host, transmit, and display the Advertisement for the Duration and for internal case-study/portfolio use (unless the Client reasonably objects in writing).
10.2 BSCNE Assisted Advertisements: IP in BSCNE-created materials remains with BSCNE (excluding Client materials). BSCNE grants a non-exclusive, royalty-free licence for the Duration to use such materials solely for the booked campaign. No sub-licensing without consent.

11. LIMITATION OF LIABILITY

11.1 Nothing limits liability for death/personal injury caused by negligence or fraud/fraudulent misrepresentation.
11.2 Subject to 11.1, BSCNE is not liable for interruption or under-delivery arising from factors in clauses 3.4, 8, and 15; Charges are not reduced for such periods, save for any make-good BSCNE offers at its discretion.
11.3 Subject to 11.1, BSCNE’s total liability is capped at the Charges actually paid by the Client under the Booking Form giving rise to the claim.
11.4 Subject to 11.1, BSCNE excludes liability for: loss of profits; sales; contracts; anticipated savings; data; goodwill; and any indirect/consequential loss.
11.5 This clause survives termination.

12. DATA PROTECTION

BSCNE will process personal data to perform and administer the Services, in accordance with UK data protection law and BSCNE’s privacy policy (as updated from time to time).

13. CANCELLATION

13.1 Orders are binding. The Client has no unilateral right to cancel.
13.2 If BSCNE agrees to a Client cancellation in writing, the following cancellation charges apply (or as otherwise stated in the Booking Form):

• 60+ days before Services Start Date: 25% of Charges;

• 31–59 days: 50% of Charges;

• 15–30 days: 75% of Charges;

• 0–14 days: 100% of Charges.
  13.3 Any third-party costs already incurred are payable in full.

14. TERMINATION

14.1 BSCNE may terminate immediately by written notice if:
(a) the Client commits a material breach and fails to remedy within 5 Business Days of notice;
(b) insolvency-type events occur;
(c) the Client ceases or threatens to cease substantial business; or
(d) BSCNE reasonably considers the Client’s financial position jeopardises performance.
14.2 On BSCNE termination under 14.1, Charges remain payable; paid sums are non-refundable.

15. CONSEQUENCES OF TERMINATION

15.1 On termination/expiry, the Client must immediately pay all outstanding invoices and any un-invoiced Services delivered to date.
15.2 Rights accrued up to termination survive.
15.3 Provisions intended to survive (including 6, 10, 11, 15, 16) shall continue in force.

16. FORCE MAJEURE

16.1 Neither party is liable for delay/failure caused by events beyond reasonable control, including but not limited to: denial of access to roads/venues; severe weather; flood; lightning; fire; explosion; earthquake; subsidence; epidemic; utility/telecom failures; satellite/internet disruptions; war; riot; strike; terrorism; civil commotion; changes in law; police/council orders; major incidents; or widespread protests.
16.2 The affected party must notify the other promptly. Performance is suspended while the event continues. If the event continues 6 months continuously, either party may treat the Contract as void without liability (save for antecedent breaches and sums due).

17. GENERAL

17.1 Assignment. The Client may not assign/sub-contract without BSCNE’s written consent. BSCNE may assign/sub-contract freely.
17.2 Confidentiality. Contract terms and any non-public information exchanged are confidential, save as required by law or regulators.
17.3 Entire Agreement. The Contract (Booking Form + these Conditions) is the entire agreement and supersedes prior statements. Each party agrees it has not relied on statements not set out in the Contract (excluding fraud).
17.4 Variation. Changes are only effective if in writing and signed by both parties.
17.5 Waiver. A failure or delay to enforce is not a waiver.
17.6 Severance. If any provision is invalid/unenforceable, it is deemed modified to achieve the intended effect or, if impossible, deleted; the remainder remains in force.
17.7 Notices. Notices must be sent by email to the addresses on the Booking Form (or updated in writing). Deemed received at transmission time, or when business hours resume if sent outside them. Not applicable to service of proceedings.
17.8 Third-Party Rights. No third party may enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
17.9 Governing Law. England and Wales.
17.10 Jurisdiction. The courts of England and Wales have exclusive jurisdiction.