Version: 1.0
Effective date: October 2025

These Terms apply to Advertising, Sponsorships and Promotions booked with Energy 106.
They should be read together with the signed order/contract (the Contract). If anything here is unclear, please ask your Energy 106 representative.

1. Definitions

In these Terms, the following words and phrases have the meanings set out below (and the singular includes the plural):

• “Advert” means a radio spot or other commercial message delivered by us.

• “Advertiser” means the party identified as such in the Contract, or otherwise any advertiser booking a Campaign.

• “Advertising” means any activity booked by an Advertiser and/or Advertising Agency (including the broadcast of an Advert) that is not a Promotion or Sponsorship.

• “Advertising Agency” means the party identified as such in the Contract, or otherwise the agency booking a Campaign on behalf of its Advertiser client.

• “Agreement” means the agreement between you and us relating to the Campaign and comprising the Contract and these Terms.

• References to “broadcast” include broadcast, streaming, transmission, publication, use or other delivery (as applicable) on all relevant Media Platforms.

• “Campaign” means the content we have agreed to deliver during the Term on the Media Platform(s) as set out in the Contract (or otherwise agreed), including any Advertising, Sponsorship and/or Promotion elements (such as adverts, trails, live reads, taglines/straplines, online/social content and credits).

• “Costs” means (where applicable) the costs specified in the Contract including any Prize Fund and any other agreed costs.

• “Data Controller”, “Data Processor”, “Personal Data” and “processing” have the meanings given in UK GDPR and the Data Protection Act 2018.

• “Data Privacy Laws” means UK data protection and e‑privacy laws, including the UK GDPR, Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (PECR), as amended or replaced.

• “Fee” means the charges payable by you to us for delivery of the Campaign as set out in the Contract or otherwise agreed.

• “Energy 106”, “we”, “us”, “our” means Energy Media Group trading as Energy 106, including any permitted successors and assigns.

• “Group Company” means any company that directly or indirectly controls, is controlled by, or is under common control with a party from time to time.

• “IPR” means all intellectual property rights, including trade marks, copyright (and related rights), moral rights, performance rights, goodwill, confidential information, trade secrets, database rights, domain names and any similar rights anywhere in the world, whether registered or unregistered, including renewals and extensions.

• “Media Platform(s)” means the platforms on which the Campaign may appear, including Energy 106 DAB (Blocks 9A and 9C), our website, mobile apps (iOS/Android), smart‑speaker skills (via TuneIn/Radioplayer UK) and our official social accounts, as set out in the Contract or otherwise agreed.

• “Personal Data” has the meaning in UK GDPR.

• “Prize Fund” means, for a Promotion, the amount you agree to pay us to source Prizes as set out in the Contract or otherwise agreed.

• “Prizes” means, for a Promotion, the prizes to be supplied by you (if any) as set out in the Contract or otherwise agreed.

• “Promotion” means a client‑associated competition or prize mechanic that results in the awarding of a Prize.

• “Sponsorship” means client association with an on‑air show, feature or off‑air event.

• “Term” means the period stated in the Contract or otherwise agreed.

• “Terms” means these terms and conditions.

• “you”, “your” means the Advertiser and/or Advertising Agency (as applicable and jointly and severally liable), including any successors and assigns.

• References to “written” or “in writing” include email (but not instant messaging or SMS unless expressly agreed).

2. Agreement

2.1 You agree to pay the Fee and we will deliver the Campaign in accordance with the Agreement. By signing the Contract and/or booking a Campaign with us, you agree to be bound by the Agreement.
All bookings and delivery are subject to (i) our approval and (ii) availability on our Media Platforms.
2.2 If there is a conflict between the Contract and these Terms, the Contract takes priority.

3. The Campaign

3.1 Where your approval is required for content we create, we will aim to give you 5 working days to review and approve, where practicable.
Delay in approval may delay the Campaign.
3.2 Your Campaign must comply with:
3.2.1 all applicable laws (including the Communications Act 2003) relevant to the Campaign and your product/service;
3.2.2 applicable codes/regulations (whether mandatory or self‑regulatory), including the Ofcom Broadcasting Code, the UK Code of Broadcast Advertising (BCAP Code) and the CAP Code, and
3.2.3 our technical/specification requirements notified to you from time to time.
3.3 We may need to change elements of a Campaign (e.g., for scheduling, legal or Ofcom reasons).
We will give as much notice as is practicable.
3.4 We may change the scheduled times/dates of any part of the Campaign at our discretion. We will give reasonable notice where practicable.
3.5 If, for reasons other than your default, the Campaign (i) is broadcast missing a material element; (ii) contains a material error; or (iii) does not achieve the level of impact/impressions/placement specified in the Contract, our liability is limited (at our reasonable option) to:
3.5.1 broadcasting the missing element(s) as soon as reasonably practicable so that total broadcasts equal the shortfall, or
3.5.2 providing equivalent broadcast opportunities of a value equal to the shortfall, or
3.5.3 a pro‑rata refund or reduction of the Fee for the missing element(s).
3.6 Post‑Campaign Analysis (where provided) is conducted in accordance with the Energy 106 Post‑Campaign Policy(available on request).

Sponsorships & Promotions

3.7 From time to time we may substitute a presenter, this will not affect your Sponsorship.
In rare cases we may propose moving your Sponsorship to a different show; we will consult you first.
3.8 Where the Campaign includes a Promotion:
3.8.1 you will provide either (i) the Prizes or (ii) the Prize Fund (and we will procure the Prizes), as specified in the Contract.
3.8.2 if you are providing and sending Prizes to winners, you must dispatch them to arrive within 21 days after the Promotion concludes.
3.8.3 if you are providing Prizes and we are dispatching them, you will deliver the Prizes to us within 10 days of the prize being won (or earlier if agreed);
3.8.4 if Prizes are not received within the above time limits, we may source the Prizes and invoice you at cost, payable within 7 days of invoice.
3.9 We may use premium‑rate or other paid entry mechanisms where appropriate and compliant.

Radio & Digital Advertising

3.10 Client‑supplied Adverts must meet our technical specs (available on request) and be fully cleared prior to broadcast.
3.11 Where required under the BCAP Code or industry practice, copy clearance must be obtained (e.g., via Radiocentre or equivalent) before broadcast.
If clearance is required, you must supply:
3.11.1 the clearance reference/number.
3.11.2 any conditions imposed (e.g., scheduling, scripting, production requirements)
3.11.3 confirmation the clearance is current (typically no older than 6 months) even for repeat scripts.
Copy clearance does not guarantee legal or regulatory compliance.
Where clearance is not required, we will carry out internal clearance before broadcast.
3.12 We cannot broadcast any Advert that:
3.12.1 has failed to obtain required clearance.
3.12.2 does not comply with any clearance conditions.
3.12.3 is the subject of an upheld ASA ruling, and/or
3.12.4 contains claims which, in our reasonable opinion, require substantiation and/or external clearance.
3.14 Social/digital content must be supplied to the specifications provided by our team.
3.15 Any social media posts, images or videos offered as added value are outside the scope of these Terms and are not bound by them unless expressly stated in the Contract.

4. Fees, Costs & Payment

4.1 Credit accounts: If approved for credit, we will invoice monthly in arrears (unless otherwise agreed), calculated on the proportion of Campaign delivered that month.
We may withdraw credit at any time, in which case the outstanding Fee for the entire Campaign becomes immediately due.
4.2 Non‑credit accounts: If not approved for credit, we will invoice (at our discretion) for (i) the entire Campaign on the Agreement date, or (ii) a pre‑payment schedule (typically 4–5 weeks in advance); or (iii) monthly in advance for the proportion due to be delivered.
4.3 Where Costs are identified/varied after the start of the Agreement, we will seek your approval (not to be unreasonably withheld or delayed) before incurring them where practicable.
Delay or unreasonable refusal may delay/cancel the Campaign without affecting your payment obligation.
4.4 All Fees are exclusive of VAT, which you shall pay in addition.
4.5 Payment is due in cleared funds in GBP, without set‑off or deduction, by the end of the month following the invoice date (unless otherwise stated in the Contract). Time of payment is of the essence.
4.7 If you fail to pay on time we may:
4.7.1 refuse to broadcast or immediately cease broadcasting the Campaign, without liability, and/or
4.7.2 terminate for material breach under clause 9.2.1.
4.8 A query on an invoice item does not affect the due date for the undisputed balance.
4.9 We may set off monies we hold for you against sums you owe us.

5. Intellectual Property Rights (IPR)

5.1 Neither party acquires rights in the other’s IPR by virtue of this Agreement.
5.2 Except for client‑supplied content, we own the IPR in the Campaign materials we create (and related goodwill).
5.3 Our Campaign materials are for use only in the Campaign, you may not use or authorise others to use them independently without our written consent.
5.4 For client‑supplied content, you grant (and will procure that any third‑party owner grants) us an irrevocable, non‑exclusive, royalty‑free licence to use such content for the Campaign (including adaptation for technical/scheduling reasons).

6. Limitation of Liability

6.1 Nothing limits/excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
6.2 Except as set out in clause 6.1, all warranties and conditions implied by statute or common law are excluded to the fullest extent permitted by law.
6.3 Subject to clauses 6.1 and 6.2:
6.3.1 we are not liable for (i) loss of profits, revenue, goodwill, business or anticipated savings; (ii) loss or corruption of data; or (iii) indirect or consequential loss, and
6.3.2 our total aggregate liability arising under or in connection with the Agreement (including interest) is limited to the Fee paid/payable under the Agreement.
6.4 We are not liable for loss, damage, unauthorised use or delay relating to any recordings, scripts or other materials you provide.
We may destroy Campaign materials 3 months after the Campaign ends.

7. Warranties & Indemnities

7.1 You warrant and undertake that:
7.1.1 you have full authority to enter into the Agreement,
7.1.2 you own/hold all necessary rights, licences, consents and waivers for any materials you supply, and have paid all associated fees.
7.1.3 your materials will not (i) infringe IPR or other rights; (ii) be defamatory, inaccurate, misleading, obscene or offensive; or (iii) breach any law or code (including Ofcom, BCAP/CAP),
7.1.4 any Prizes you provide are lawful, safe and compliant, and you will comply with clause 3.8,
7.1.5 products/services promoted are safe, fit for purpose and compliant with applicable law and industry codes,
7.1.6 you will not use illegal fly‑posting with our name/logo/trade marks, if you do, you will remove it immediately at your cost,
7.1.7 the Campaign is legal, decent, honest and truthful, and
7.1.8 all claims in the Campaign are accurate, fair and can be substantiated with documentary evidence.
7.2 You will indemnify us against all claims, losses, damages, fines, costs and expenses (including reasonable legal fees) arising from your breach of clause 7.1.

8. Data Protection

8.1 Each party shall comply with Data Privacy Laws when processing Personal Data in connection with the Agreement.
8.2 Each party will implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction or damage.
8.3 Where a party processes Personal Data as a Data Processor on behalf of the other (as Data Controller), the parties will enter into a compliant data processing agreement. A Processor shall (i) process Personal Data only on documented instructions, (ii) not disclose Personal Data to third parties without the Controller’s written consent, and (iii) not transfer Personal Data outside the UK without appropriate safeguards and the Controller’s consent.

9. Termination

9.1 Either party may terminate by written notice no later than 28 days before the scheduled start of the Campaign. If you terminate under this clause, you will pay (i) a 25% cancellation charge of the Fee and (ii) all Costs incurred up to termination. If notice is received later than 28 days before the scheduled start, the entire Fee and all incurred Costsbecome immediately due.
9.2 Either party may terminate immediately by written notice if the other:
9.2.1 commits a material breach and (if remediable) fails to remedy within 14 days of notice,
9.2.2 ceases or threatens to cease trading,
9.2.3 becomes insolvent or makes any arrangement with creditors,
9.2.4 has a receiver, administrator or similar officer appointed; or
9.2.5 (being a company) is wound up (other than for a solvent reconstruction), or (being a partnership/unincorporated association) is dissolved.
9.3 We may, at any time and without liability, discontinue or decline to broadcast the Campaign, if so, we will refund any part of the Fee paid for undelivered elements.
9.4 Termination/expiry does not affect accrued rights and obligations. Clauses intended to survive termination shall continue in force.

10. Force Majeure

10.1 We are not liable if prevented, hindered or delayed from performing obligations due to events beyond our reasonable control (including law/regulatory action, power failure, technical failure, interruption of broadcast, industrial dispute, severe weather, fire, flood, terrorism, war, national mourning or other significant events affecting programming, failure of suppliers/sub‑contractors) (Force Majeure Event).
10.2 If a Force Majeure Event continues for more than 1 month, either party may terminate on written notice. We shall be entitled to payment of the Fee up to the date of termination.

11. General

11.1 Notices must be in writing and sent by email to the addresses in the Contract (with delivery/read receipt where possible) or by hand/recorded delivery to the postal addresses in the Contract. Service is effective on receipt.
11.2 You may not assign/transfer rights or obligations without our prior written consent.
We may assign to a Group Company.
11.3 Each party will keep confidential these Terms, the Contract and any non‑public information received from the other (except where disclosure is required by law/regulator or to professional advisers under duties of confidentiality).
11.4 If any provision is invalid/unenforceable, the remainder remains in force.
11.5 This Agreement is the entire agreement and supersedes prior discussions.
Neither party relies on any statement not set out in the Agreement. Nothing limits liability for fraud/fraudulent misrepresentation.
11.6 We may vary these Terms from time to time; the version in force at the date of the Contract applies unless otherwise agreed in writing by authorised representatives.
11.7 A failure or delay to exercise a right is not a waiver; a single/partial exercise does not preclude further exercise.
11.8 A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
11.9 Nothing in the Agreement creates a partnership or joint venture.
11.10 Governing law & jurisdiction: These Terms and any dispute are governed by the laws of Northern Ireland.
The parties submit to the non‑exclusive jurisdiction of the courts of Northern Ireland.

Registered details (for disclosure):
Company name: Energy Media Group Limited
Company number: NI716951
Registered office: contact us for our address.