Free Advertising Agreement Template (UK)

What is this document?

This advertising agreement template is a ready-to-use contract between an advertiser and a website publisher (or media owner) for the placement of display advertisements on the publisher's website. It covers the full lifecycle of an advertising campaign, including ad specifications, placement, content approval, compliance with UK advertising standards, payment, performance reporting, and termination. The agreement is written in plain English and tailored to the laws of England and Wales.

Who needs it?

This template is designed for website publishers, online media owners, digital advertising platforms, and advertisers operating under the laws of England and Wales. It is suitable for businesses of all sizes entering into display advertising arrangements, whether for banner ads, sponsored content placements, or other forms of online display advertising. Both parties should be businesses; this is a B2B agreement.

Why is it important?

Online advertising arrangements can give rise to disputes over ad placement, content standards, payment, and performance metrics. A clear written agreement helps both parties understand exactly what advertising will be delivered, where it will appear, what standards it must meet, how performance will be measured, and when payment is due. Without a proper contract, publishers risk non-payment and reputational harm from non-compliant ads, while advertisers risk poor placement and lack of transparency. This agreement protects both sides and ensures compliance with UK advertising regulations.

Key UK legislation

UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code)Consumer Protection from Unfair Trading Regulations 2008Advertising Standards Authority (ASA) guidelinesUK General Data Protection Regulation (UK GDPR)Data Protection Act 2018

Template document

Advertising Agreement

This agreement is entered into on [Date] between:

[Advertiser Name] (registered in England and Wales under company number [Company Number]), whose registered office is at [Advertiser Address] (the "Advertiser"); and

[Publisher Name] (registered in England and Wales under company number [Company Number]), whose registered office is at [Publisher Address] (the "Publisher").

This agreement sets out the terms on which the Publisher will display the Advertiser's advertisements on the Publisher's website.

1. Definitions and Interpretation

1.1 In this agreement, the following definitions apply:

"Advertisement" means any banner, image, video, rich media, text link, sponsored content, or other advertising material provided by the Advertiser for display on the Publisher's Website.

"Advertising Space" means the position, page, or area on the Publisher's Website where the Advertisement will be displayed, as described in Schedule 1.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.

"Campaign Period" means the period during which the Advertisement will be displayed, as specified in clause 3 or Schedule 1.

"CAP Code" means the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing, as enforced by the Advertising Standards Authority (ASA).

"Click" means a single instance of a user clicking on an Advertisement.

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or ought reasonably to be considered confidential.

"Fees" means the charges payable by the Advertiser, as set out in clause 9 or Schedule 2.

"Impression" means a single instance of an Advertisement being served on a page of the Publisher's Website.

"Intellectual Property Rights" means all patents, copyright, trade marks, design rights, database rights, and all other intellectual property rights, whether registered or unregistered.

"Placement" means the specific location and format of the Advertising Space, as agreed in Schedule 1.

"Publisher's Website" means the website at [Publisher Website URL].

"Specification" means the technical requirements for the Advertisement (file format, dimensions, file size), as set out in Schedule 1.

1.2 References to clauses and schedules are to the clauses and schedules of this agreement. Headings do not affect interpretation.

2. Ad Placement and Specifications

2.1 The Publisher shall display the Advertisement in the Placement described in Schedule 1 for the duration of the Campaign Period.

2.2 The Advertiser shall provide the Advertisement in accordance with the Specification at least [5] Business Days before the start of the Campaign Period.

2.3 If the Advertisement does not meet the Specification, the Publisher may reject it and the Advertiser shall provide a compliant version within [3] Business Days. Any resulting delay shall not extend the Campaign Period unless agreed in writing.

2.4 The Publisher may adjust the Placement for technical or operational reasons, and shall notify the Advertiser in advance of any material change and, where possible, offer a comparable alternative.

3. Campaign Period

3.1 The Campaign Period shall commence on [Start Date] and continue until [End Date], unless terminated earlier in accordance with this agreement.

3.2 The Advertiser may request an extension by giving the Publisher at least [14] Business Days' written notice before expiry. Any extension is subject to the Publisher's agreement and may be subject to revised Fees.

4. Content Standards and Compliance

4.1 All Advertisements must comply with the CAP Code, the Consumer Protection from Unfair Trading Regulations 2008, ASA guidelines, and all other applicable laws and industry codes.

4.2 The Advertiser shall ensure that each Advertisement: (a) is not misleading or deceptive; (b) does not contain false or unsubstantiated claims; (c) is clearly identifiable as an advertisement; (d) does not contain offensive, defamatory, or discriminatory content; (e) does not infringe any third party's Intellectual Property Rights; (f) does not target or exploit vulnerable consumers, including children; (g) complies with any sector-specific rules (for example, financial promotions, health claims, alcohol, or gambling); and (h) includes all required disclosures and disclaimers.

4.3 If a regulatory body raises a complaint regarding any Advertisement, the Advertiser shall cooperate fully and shall, at the Publisher's request, promptly amend or withdraw the Advertisement.

4.4 The Publisher may refuse, remove, or require amendments to any Advertisement that does not comply with this clause or could bring the Publisher's reputation into disrepute.

5. Approval Process

5.1 The Advertiser shall submit each Advertisement to the Publisher for approval before display.

5.2 The Publisher shall approve or reject the Advertisement within [5] Business Days, providing reasons for any rejection.

5.3 Approval by the Publisher does not relieve the Advertiser of its obligation to ensure compliance with all applicable laws and the CAP Code.

5.4 Any changes to an Advertisement during the Campaign Period must be resubmitted for approval under this clause.

6. Publisher Obligations

6.1 The Publisher shall: (a) display the Advertisement in the agreed Placement for the Campaign Period; (b) use reasonable efforts to keep the Website available; (c) provide Performance Reports in accordance with clause 10; (d) notify the Advertiser of material technical issues affecting display; and (e) not alter or crop the Advertisement without consent, except for technical necessity.

6.2 The Publisher does not guarantee any minimum traffic, Impressions, Clicks, or conversions unless expressly agreed in Schedule 1.

7. Advertiser Obligations

7.1 The Advertiser shall: (a) provide the Advertisement in accordance with the Specification and timescales in clause 2; (b) ensure all Advertisements comply with clause 4; (c) obtain all necessary rights and licences for the Advertisement content; (d) ensure that landing pages comply with all applicable laws and the CAP Code; (e) notify the Publisher of any changes that may affect the accuracy or compliance of the Advertisement; and (f) pay the Fees in accordance with clause 9.

8. Exclusivity

8.1 Unless Schedule 1 expressly provides for exclusivity, the Publisher may display advertisements from other advertisers, including competitors, on the same pages as the Advertiser's Advertisement.

8.2 Where exclusivity is agreed for a particular category, the Publisher shall not display competitor advertisements in that category on the same pages during the Campaign Period.

9. Fees and Payment

9.1 The Advertiser shall pay the Fees set out in Schedule 2. All Fees are exclusive of VAT, which shall be added at the prevailing rate.

9.2 Fees shall be calculated on the following basis: [choose: (a) a fixed fee of [amount] for the Campaign Period; (b) a CPM of [amount]; (c) a CPC of [amount]; or (d) as specified in Schedule 2].

9.3 The Publisher shall invoice [monthly in arrears / at the start of the Campaign Period / as specified in Schedule 2]. Payment is due within [30] days of invoice.

9.4 If the Advertiser fails to pay when due, the Publisher may charge interest at [4]% per annum above the Bank of England base rate, calculated daily from the due date until payment.

9.5 The Publisher may suspend or remove the Advertisement if any invoice remains unpaid for more than [14] days beyond its due date.

10. Performance Reporting

10.1 The Publisher shall provide Performance Reports on a [weekly / monthly] basis during the Campaign Period.

10.2 Each report shall include: (a) total Impressions; (b) total Clicks; (c) click-through rate; and (d) any other metrics agreed in Schedule 1.

10.3 The Publisher shall use industry-standard measurement methods. Where a third-party ad server or verification service is agreed, its data shall be authoritative for billing and reporting.

10.4 Disputes over report data must be raised in writing within [14] days of receipt. The parties shall cooperate in good faith to resolve any discrepancy.

11. Intellectual Property

11.1 The Advertiser retains all Intellectual Property Rights in the Advertisements.

11.2 The Advertiser grants the Publisher a non-exclusive, non-transferable licence to display the Advertisements solely for the purpose of this agreement during the Campaign Period.

11.3 The licence terminates on expiry or termination of this agreement, and the Publisher shall remove and delete the Advertisement within [7] days.

11.4 The Publisher retains all Intellectual Property Rights in the Publisher's Website and its proprietary advertising technology.

12. Data Protection

12.1 Each party shall comply with the UK GDPR and the Data Protection Act 2018 in connection with any personal data processed under this agreement.

12.2 Where the Advertisement uses cookies, tracking pixels, or similar technologies, the parties shall agree in advance on the data collected, its purposes, and the lawful basis for processing.

12.3 The Publisher shall ensure its cookie consent mechanism covers tracking technologies used in connection with the Advertisement.

12.4 Where either party acts as a data processor for the other, the parties shall enter into a data processing agreement meeting Article 28 of the UK GDPR.

13. Warranties

13.1 The Advertiser warrants that: (a) it has authority to enter into this agreement; (b) the Advertisements comply with clause 4, all applicable laws, and the CAP Code; (c) it has all necessary rights and licences for the Advertisement content; (d) the Advertisements do not infringe any third party's rights; and (e) landing pages comply with all applicable laws.

13.2 The Publisher warrants that: (a) it has authority to enter into this agreement; (b) it has the right to offer the Advertising Space; and (c) it will perform its obligations with reasonable care and skill.

13.3 Except as expressly stated, all other warranties and representations are excluded to the fullest extent permitted by law.

14. Limitation of Liability

14.1 Nothing in this agreement excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded by law.

14.2 Subject to clause 14.1, neither party shall be liable for: (a) loss of profits, revenue, or anticipated savings; (b) loss of data; (c) loss of goodwill or reputation; or (d) any indirect or consequential loss.

14.3 Subject to clause 14.1, each party's total aggregate liability shall not exceed the total Fees payable under this agreement during the [12]-month period preceding the event giving rise to the claim.

15. Term and Termination

15.1 This agreement shall continue for the Campaign Period unless terminated earlier under this clause.

15.2 Either party may terminate by giving [14] days' written notice if: (a) the other party commits a material breach and fails to remedy it within [14] days of notice; or (b) the other party becomes insolvent or enters administration, liquidation, or receivership.

15.3 The Publisher may terminate immediately if: (a) a regulatory body directs removal of the Advertisement; (b) the Advertisement breaches the CAP Code or applicable law; or (c) continued display would cause reputational harm to the Publisher.

15.4 The Advertiser may terminate for convenience on [30] days' written notice, paying Fees for the elapsed Campaign Period plus any cancellation fee in Schedule 2.

15.5 Upon termination: (a) the Publisher shall stop displaying the Advertisement within [2] Business Days; (b) the licence under clause 11.2 shall end; (c) each party shall return or destroy the other's Confidential Information; and (d) accrued rights and obligations survive.

16. Indemnification

16.1 The Advertiser shall indemnify the Publisher against all claims, losses, and expenses arising from: (a) breach of the warranties in clause 13.1; (b) the content of any Advertisement, including claims of misleading content or infringement; (c) failure to comply with the CAP Code or applicable law; and (d) the content of any landing page.

16.2 The Publisher shall indemnify the Advertiser against claims arising from the Publisher's negligent or wilful breach of this agreement.

16.3 The indemnified party shall promptly notify the indemnifying party, give it reasonable control of the defence, and provide reasonable cooperation.

17. General Provisions

17.1 Confidentiality. Each party shall keep the other's Confidential Information strictly confidential. This does not apply to information that is publicly available, already known, independently developed, or required to be disclosed by law. This obligation survives termination for [2] years.

17.2 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, fire, flood, pandemic, war, power failure, or cyberattack.

17.3 Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes all prior agreements and arrangements.

17.4 Variation. No variation is effective unless in writing and signed by both parties.

17.5 Assignment. Neither party may assign rights or obligations without the other's prior written consent.

17.6 Waiver. A waiver of any right is only effective in writing and does not waive any subsequent right.

17.7 Severability. If any provision is found invalid, the remaining provisions continue in full force.

17.8 Third Party Rights. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.

17.9 Notices. Notices shall be in writing, delivered by hand, first-class post, or email. Deemed received: by hand, on delivery; by post, on the second Business Day; by email, on transmission if no failure notice is received.

17.10 Governing Law and Jurisdiction. This agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

This document was created using a template from website-contracts.co.uk.

Clause-by-clause guide

Plain English explanations of the key sections.

This clause is the backbone of advertiser accountability. It requires all advertisements to comply with the CAP Code, the Consumer Protection from Unfair Trading Regulations 2008, and ASA guidelines. It prohibits misleading claims, requires ads to be clearly identifiable as advertising, and covers sector-specific rules. The Publisher retains the right to refuse or remove non-compliant ads. This protects the Publisher from regulatory action and reputational damage caused by a rogue advertisement.

This clause establishes a formal review and approval process before any advertisement goes live. The Publisher has a set number of Business Days to review and approve or reject each ad. Crucially, approval by the Publisher does not shift liability for compliance onto the Publisher; the Advertiser remains responsible for ensuring its ads are lawful and compliant. This protects the Publisher while giving it practical editorial control.

This clause supports multiple pricing models: fixed fee, CPM (cost per thousand impressions), CPC (cost per click), or a custom arrangement. It includes a contractual interest rate for late payment and gives the Publisher the right to suspend the advertisement if payment is overdue. Adjust the payment terms, interest rate, and billing cycle to match your commercial arrangement. The suspension right is a powerful enforcement mechanism.

Transparent performance reporting is essential to advertising agreements. This clause requires the Publisher to provide regular reports covering impressions, clicks, and CTR. It allows for the use of a third-party ad server or verification service as the authoritative data source. The dispute mechanism gives the Advertiser a window to challenge data discrepancies, after which the figures are deemed accepted. This reduces the scope for billing disputes.

This clause ensures the Advertiser retains ownership of its advertising materials while granting the Publisher only a limited licence to display them during the Campaign Period. The licence terminates automatically when the agreement ends. Neither party acquires the other's IP. This is the standard approach for advertising arrangements and avoids any ambiguity about who owns what.

Frequently asked questions

Yes. The CAP Code applies to all non-broadcast advertisements, including online display advertising on private websites. The Advertising Standards Authority can investigate complaints about any online advertisement, regardless of the size or nature of the website on which it appears. This agreement requires all advertisements to comply with the CAP Code, and gives the Publisher the right to refuse or remove any ad that does not meet these standards.

Under this agreement, the Advertiser bears primary responsibility for ensuring that the content of its advertisements complies with the CAP Code and all applicable laws, including the Consumer Protection from Unfair Trading Regulations 2008. The Advertiser warrants compliance and indemnifies the Publisher against claims arising from non-compliant ad content. However, the Publisher should still exercise editorial judgment through the approval process, as regulators may also look at the Publisher's role in disseminating misleading content.

Unless the agreement expressly provides for exclusivity (which can be specified in Schedule 1), the Publisher is free to display advertisements from other advertisers, including your competitors, on the same pages. If category exclusivity is important to you, negotiate this upfront and ensure it is clearly documented in Schedule 1 along with any additional fees.

The agreement includes a force majeure clause that covers events beyond the Publisher's reasonable control, including server outages and cyberattacks. The Publisher is not liable for downtime caused by such events. However, for extended outages within the Publisher's control, the Advertiser may have a claim for breach. In practice, many parties negotiate a service credit or campaign extension for significant downtime. You can add such a provision to Schedule 1 if desired.

It depends on the data flows. If either party processes personal data on behalf of the other (for example, the Publisher deploys the Advertiser's tracking pixel which sends data back to the Advertiser), a data processing agreement meeting the requirements of Article 28 of the UK GDPR may be needed. This agreement includes a clause requiring the parties to enter into such an agreement where applicable. The Publisher must also ensure its cookie consent mechanism covers any tracking technologies used in connection with the advertisements.