Last updated: 31st March 2020.
1. Applicability and interpretation
1.1 This Advertising Services Tag Management Addendum (this “Addendum”) may be incorporated into any agreement made between you and us in respect of Advertising Services (a “Relevant Agreement”), which may or may not be made on:
- 1.1.1 the terms and conditions located at www.haymarket.com/advertising-services (our “Advertising Services Terms and Conditions”); and/or
- 1.1.2 the Data Protection Addendum to the Advertising Services Terms and Conditions located at www.haymarket.com/advertising-data-protection-addendum (the “Advertising Services Data Protection Addendum“).
1.2 Terms used but not defined in this Addendum shall have the meaning given to those terms in the Advertising Services Terms and Conditions and/or the Advertising Services Data Protection Addendum, even where such terms do not apply to the Relevant Agreement made between you and us).
1.3 Unless otherwise stated, references in this Addendum to clauses are to clauses of this Addendum.
1.4 References in this Addendum to:
- 1.4.1 “Advertiser” means the specific advertiser to which the Advertising Data relates;
- 1.4.2 “Advertising Data” means data collected via the use of a Tag and/or Tag Vendor Cookie in respect of the delivery (or potential delivery) of an Advertisement that is (or potentially will be) served on a Haymarket User as a result of their use of the Haymarket Digital Media, including data regarding the Haymarket User’s interaction with an Advertisement, including any data regarding the frequency of delivery of an Advertisement and any data collected as a result of the Haymarket User clicking on the Advertisement;
- 1.4.3 “Agreed Purpose” has the meaning given in clause 5;
- 1.4.4 “Directly Identifying Information” means any data or information that can be used (or has a reasonable prospect of being used) to identify (a) a particular device or browser or (b) an individual by reference to the individual’s offline identity. Directly Identifying Information includes Individual Identifiers but excludes Randomly Generated Identifiers (or any data associated with such Randomly Generated Identifiers that reveals user demographics, behaviours or interests).
- 1.4.5 “Effective Date” means the date on which the Relevant Agreement commenced or was deemed to have commenced, or such later date as may be agreed between you and us in writing;
- 1.4.6 “Haymarket Approved” means, in respect of a Tag Vendor, a Haymarket Approved Tag Vendor and, in respect of a Tag, a Haymarket Approved Tag (and “Haymarket Approval” shall be construed accordingly);
- 1.4.7 “Haymarket Approved Tag” means any Tag of a Haymarket Approved Tag Vendor that has been approved by our Data Protection Officer by written notice (email sufficient) to you for use in respect of Advertisements that are run on the Haymarket Digital Media, as signified either by (1) the relevant Tag appearing on Haymarket’s Approved Vendor List; or (2) Haymarket confirming in writing that the relevant Tag is Haymarket Approved in accordance with clause 8.5;
- 1.4.8 “Haymarket Approved Tag Vendor” means any Tag Vendor that has been approved by our Data Protection Officer by written notice (email sufficient) to you for use in respect of Advertisements that are run on the Haymarket Digital Media, as signified either by (1) the relevant Tag Vendor appearing on Haymarket’s Approved Vendor List; or (2) Haymarket confirming in writing that the relevant Tag Vendor is Haymarket Approved in accordance with clause 8.5;
- 1.4.9 “Haymarket’s Approved Vendor and Tag List” means any list of Tag Vendors and/or Tags that are Haymarket Approved, as may be published by us or notified by us to you in writing from time to time;
- 1.4.10 “Haymarket Digital Media” means any Digital Media that is owned, operated, distributed or authorized to be distributed by or through us on which we display or distribute, or are authorized to display or distribute, Advertisements;
- 1.4.11 “Haymarket User” means any living individual that uses the Haymarket Digital Media;
- 1.4.12 “IAB TCF Policies” means the IAB Europe Transparency & Consent Framework Policies for Version 2.0 of IAB Europe’s Transparency and Consent Framework, located at https://iabeurope.eu/wp-content/uploads/2019/08/TransparencyConsentFramework_PoliciesVersion_TCFv2-0_2019-08-21.3_FINAL-1-1.pdf, or such replacement policies as may be issued by IAB Europe from time to time;
- 1.4.13 “IAB TCF Purpose” means a ‘Purpose’ within the meaning given to that term in the IAB TCF Policies (and which is more fully described in Appendix A (Purposes and Features Definitions) of the IAB TCF Policies);
- 1.4.14 “Individual Identifier” means any identifier that (a) in respect of devices or browsers, is assigned to a device or browser and cannot be dissociated with such device or browser by a user of such device or browser and (b) in respect of individuals, has been generated by, or assigned to, a particular individual and is likely to be habitually used by that individual. Individual Identifiers includes any raw (‘unhashed’) email addresses, telephone numbers, physical addresses, financial account numbers, and social security related or government issued identifiers.
- 1.4.15 “Pre-Effective Date Tags” means any Tags used by a Tag Vendor on the Haymarket Digital Media prior to the Effective Date;
- 1.4.16 “Profiles” means information or data produced from profiling (as defined in Article 4, GDPR), including compilations of:
- 126.96.36.199 demographic data (e.g., age, gender, income, and interest information);
- 188.8.131.52 information generated from instances where a Haymarket User’s browser requests an Advertisement (e.g., an internet protocol address, the time and date of the transaction, the referral URL, and the information contained in the applicable browser’s cookie)
- 184.108.40.206 any other information regarding a Haymarket User that is gathered by Tag Vendor or you or the relevant Advertiser from a Haymarket User’s interaction with an Advertisement
- 1.4.17 “Randomly Generated Identifier” means any identifier that is randomly assigned to a device or an individual, including cookie identifiers, advertising identifiers assigned to a mobile device (e.g. IDFAs and AAIDs), IP addresses, and pseudonymised (‘hashed’) email addresses; and
- 1.4.18 “Tag Vendor Cookie” means a cookie placed by a Haymarket Approved Tag Vendor on the browsers or devices of Haymarket Users through the use of a Haymarket Approved Tag.
1.5 This Addendum shall be deemed to have come into force on the Effective Date and thereafter shall continue in full force and effect for the term of the Relevant Agreement. Any rights or obligations set out in this Addendum that expressly or by implication are to survive termination or expiry of the Relevant Agreement shall survive such termination or expiry.
1.6 Where you are an advertiser, where applicable you will procure that Tag Vendors and/or any Agency that acts on your behalf complies with (and ensures that third parties that may receive the Advertising Data comply with) the obligations owed by you under these terms. Where you are an Agency, where applicable you will procure that Tag Vendors, each relevant Advertiser and any other third party that may receive the Advertising Data complies with the obligations owed by you under these terms. You will at all times be liable to us for any failure of an Advertiser, Agency, Tag Vendor or other relevant third party (as applicable) to adhere to the terms set out in this Addendum, as if such failure were a breach by you of such terms.
2. Data collection and use
2.1 You shall be entitled to use Haymarket Approved Tag Vendors to collect and use Advertising Data relating to Advertisements that are served on Haymarket Users as a result of their use of the Haymarket Digital Media, always in accordance with and subject to the terms and set out in this Addendum.
2.2 We will obtain consent from the Haymarket Users in respect of the collection and use of the Advertising Data subject to and in accordance with clause 9.
2.3 To the extent that Advertising Data is regarded as being personal data under Data Privacy Laws, its collection shall be regarded as a Personal Data Transfer from us to you and, accordingly, each party will comply with its respective obligations set out in the Advertising Services Data Protection Addendum.
3. Permitted data collection
3.1 The collection of Advertising Data shall be undertaken via the use of Haymarket Approved Tags, which:
- 3.1.1 Tag Vendor shall serve at the same time that we serve, or an authorized third party ad server serves, the relevant Advertisement; and
- 3.1.2 results in the placement of a Tag Vendor Cookie on the browser or device of the relevant Haymarket User.
3.2 You will notify is immediately, but in no event later than twenty-four (24) hours, upon learning that any Tags have been used in breach of this Agreement.
3.3 If any Tag Vendor served any Pre-Effective Date Tags, you will ensure that all data, including Advertising Data, collected in connection with the Pre-Effective Date Tags will be treated by you and/or the relevant Tag Vendor in all respects as though it were collected after the Effective Date and will be governed by this Addendum.
4. Prohibited data collection
4.1 You will not use Tags on the Haymarket Digital Media to collect any data other than Advertising Data, and you will not collect any data other than that which is necessary to achieve the relevant Agreed Purpose, and you shall only retain such data for such duration that has been agreed in writing between you and Haymarket’s DPO, if any (and in any event you shall not retain such data for longer than is necessary to achieve the relevant Agreed Purpose).
4.2 You will not:
- 4.2.1 insert code into, redirect, or otherwise “piggyback” Haymarket Approved Tags of any other Haymarket Approved Tag Vendor, unless expressly approved by us in writing;
- 4.2.2 serve code into or via Advertisements that prompts any Haymarket User to install any type of software, such as browser-helper object, or any similar software;
- 4.2.3 use any security exploits or oversights in a Haymarket User’s browser to install any type of software, browser helper object, or any similar mechanism; or
- 4.2.4 use any technology that creates any kind of persistent identification object/element that, when used, will bypass a Haymarket User’s browser preferences and settings or restore deleted cookies and other cached objects.
4.3 You will ensure that:
- 4.3.1 each Tag Vendor only drops a single Tag Vendor Cookie in order to collect Advertising Data, unless otherwise agreed by us in writing;
- 4.3.2 each Tag Vendor does not collect any Directly Identifying Information in respect of any Haymarket User, unless such Haymarket User gives their consent (within the meaning of the GDPR) to do so and unless we have approved such collection, use and/or transmission in writing prior to such collection, use or transmission;
- 4.3.3 each Tag Vendor’s collection of Advertising Data will not subject the Haymarket Digital Media or any Haymarket User to any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code;
- 4.3.4 any Tag or Tag Vendor Cookie used for such data collection may only contain unique identifiers for the applicable Advertisement and shall not contain any other information about the Advertisement or the individual Haymarket User, including without limitation targeting parameters, exposure counts, or attributes; and
- 220.127.116.11 materiality manipulating page content;
- 18.104.22.168 materially moving page content;
- 22.214.171.124 hijacking or otherwise manipulating destination URLs; or
- 126.96.36.199 manipulating or moving the Advertisement, except as part of a certified ad format, at our direction.
5. Permitted purposes for data use
5.1 Prior to the collection of any Advertising Data, you will notify us in writing of the IAB TCF Purpose(s) for which you intend to collect and use the Advertising Data and the duration for which it will be used. The Advertising Data may be used by you for each IAB TCF Purpose (or any sub-purpose that is identified within an IAB TCF Purpose) that has specifically been agreed in writing between you and our Data Protection Officer (an “Agreed Purpose”).
5.2 The use of the Advertising Data shall be used solely to achieve each Agreed Purpose and solely for your (where you are the relevant Advertiser) or of the relevant Advertiser’s ultimate benefit. For the avoidance of doubt, where you are an Agency you shall not use, and you shall ensure that Tag Vendors do not use, the Advertising Data for the benefit of any advertiser other than the relevant Advertiser.
5.3 Use of the Advertising Data for the Agreed Purpose shall be subject to clause 9 (Consent).
6. Prohibited data use
6.1 The Advertising Data shall not be used for any purpose other than each Agreed Purpose, nor shall it be used for any of following purposes (whether or not such use is for the benefit of you or the relevant Advertiser and notwithstanding anything to the contrary in clause 5.1, unless you and Haymarket’s Data Protection Officer specifically reference this clause 6.1 and identify one of the following as an ‘Agreed Purpose’):
- 6.1.1 repurposing the Advertising Data or retargeting a Haymarket User, including as follows:
- 188.8.131.52 reselling, redirecting or transferring Advertising Data as a stand-alone or combined audience or aggregated with other data to any third party;
- 184.108.40.206 creating any Profiles regarding a Haymarket User or any end user segments (e.g., if an you buy, or the relevant advertiser buys, a campaign targeting males with high creditworthiness that are in-market to buy a car, that information cannot be combined with the Advertising Data or used by Tag Vendor or you (or the relevant advertiser for any other purposes), populations, or any other reportable or targetable group of inventory or consumers based on any Advertising Data;
- 220.127.116.11 participating in or performing cross-platform studies or multi-touch attribution;
- 18.104.22.168 ad selection or ranking; or
- 22.214.171.124 assisting you or any advertiser to retarget advertising or promotions to any individual Haymarket User, whether on the Haymarket Digital Media or elsewhere.
- 6.1.2 except to the extent necessary to frequency cap Advertisements (where frequency capping is an Agreed Purpose), aggregating the data, in particular as follows:
- 126.96.36.199 aggregating, combining, co-mingling or analysing Advertising Data across more than one advertiser;
- 188.8.131.52 adding the Advertising Data to data that Tag Vendor or another third party has collected about Haymarket Users outside of the Haymarket Digital Media (e.g. cookie pools); or
- 184.108.40.206 use Advertising Data for cookie mapping or cross-device linking.
- 6.1.3 measuring advertising effectiveness against a company that provides the same or similar services as, or competes with, us; or
- 6.1.4 to learn additional information about the attributes of the audience that has viewed Advertisements.
6.2 You will not read or disclose private communications (i.e. message boards, instant messaging and/or email activities) of Haymarket Users.
6.3 You will not:
- 6.3.1 reverse engineer or otherwise use the Advertising Data to determine (or attempt to determine) any Directly Identifying Information; or
- 6.3.2 attempt to merge, join, synch, combine, link or otherwise associate any Advertising Data with Directly Identifying Information.
7. Prohibited disclosure
7.1 You will not disclose or otherwise make available to any third party, other than your Agency (or the relevant advertiser, where you are an Agency), any Advertising Data.
7.2 Without limiting the generality of clause 7.1, you will not use the Advertising Data in any way to:
- 7.2.1 provide reports which reveal insights into Haymarket Users or our audiences that are not publicly known; or
- 7.2.2 provide data disassociated from media inventory (i.e. creation of a secondary data market) to any third parties,
- 7.2.3 such provision of reports or data is for the purposes generating advertiser demand for the purchase of inventory on the Haymarket Digital Media; or
- 7.2.4 you receive our prior written consent.
7.3 You will not sell or make available to third parties the ability for such third parties to mark a user with respect to their Haymarket Digital Media user categorization for any purposes other than running a specific advertising or measurement campaign on the Haymarket Digital Media.
8. Approval of Tag Vendors and Tags and compliance with the IAB TCF
8.1 For the purpose of this clause 8, “IAB TCF Compliant” means, in respect of Tag Vendors and/or Tags, a Tag Vendor and/or Tag that have received approved status from IAB Europe and appear on the IAB Vendor List made available by IAB Europe at https://advertisingconsent.eu/vendor-list/ (or such other URL).
8.2 You will comply with the IAB TCF Policies and will only collect Advertising Data via the use of Tag Vendors and Tags that are IAB TCF Compliant and that are Haymarket Approved. Haymarket Approval:
- 8.2.1 may be:
- 220.127.116.11 withheld or revoked at our absolute discretion (provided that we act reasonably); and/or
- 18.104.22.168 conditional on the relevant Tag Vendor entering into a written agreement with the Tag Vendor on terms that are in all material respects equivalent to those set out in this Addendum and/or which we otherwise reasonably require; and
- 8.2.2 shall be conditional on the relevant Tag Vendors and/or Tags being and remaining IAB TCF Compliant (notwithstanding anything else in this clause 8).
8.3 You will, prior to the use of any Tag Vendor and Tag (and at any time that we notify you of an updated Haymarket’s Approved Vendor and Tag List), check Haymarket’s Approved Vendor and Tag List to ascertain whether the Tag Vendor and Tag that you propose to use (or, in the case of an updated list, are using) are Haymarket Approved.
8.4 Where a Tag Vendor and/or Tag that you propose to use (or, in the case of updates, are using) does not appear on Haymarket’s Approved Vendor and Tag List, you will not use (or, in the case of an updated list, cease using) such Tag Vendor and/or Tag to collect the Advertising Data unless and until you receive our written confirmation that such Tag Vendor and/or Tag is Haymarket Approved in accordance with clause 8.5.
8.5 If you would like to collect Advertising Data via the use of a Tag Vendor and/or Tag that does not appear on the current version of Haymarket’s Approved Vendor and Tag List, you will notify us in writing and provide the information required by clause 5.1. We will, as soon as is reasonably practicable, issue a response to you in writing that either grants or denies Haymarket Approval in respect of the relevant Tag Vendor and/or Tag and confirms which of the Purposes for which you intend to use the Advertising Data are Agreed Purposes.
8.6 Any Haymarket Approval that has been issued pursuant to clause 8.5 will be specific to you (or, where you are an Agency, may be granted in respect of specified advertisers) and may be relied upon unless and until we notify you in writing that the relevant Tag Vendor and/or Tag is no longer Haymarket Approved.
8.7 For the avoidance of doubt, where you have received Haymarket Approval pursuant to clause 8.5, such approval shall not be revoked by our issuance of an updated Haymarket’s Approved Vendor and Tag List, unless such list is accompanied by a ‘blacklist’ of Tag Vendors and/or Tags that are no longer regarded as being Haymarket Approved.
8.8 We make no representation or warranty in respect of any Haymarket Approved Tag Vendor and/or Tag and you acknowledge and agree that we shall incur no liability to you or the performance or adequacy of any Tag Vendor and/or Tag that you use.
9.1 For the purpose of this clause 9, “IAB TCF Compliant” means, in respect of a consent management platform (“CMP”):
- 9.1.1 until 1 April 2020 only, a CMP that complies with or has been implemented in accordance with the requirements stipulated by version 1.1 of the IAB Europe Transparency and Consent Framework; or
- 9.1.2 a CMP that complies with or has been implemented in accordance with the requirements stipulated by version 2.0 of the IAB Europe Transparency and Consent Framework.
9.2 Subject to clause 9.3, we will, via the use of a ‘cookie banner’ or CMP on the relevant Haymarket Digital Properties, obtain consent from Haymarket Users in respect for the use of Haymarket Approved Tags (and the resultant placing and use of Tag Vendor Cookies) by Haymarket Approved Tag Vendors for the purposes set out in clause 5.
9.3 You acknowledge and agree that:
- 9.3.1 without prejudice to our rights to use any other CMP or mechanism to obtain the consent referred to in clause 9.2, any use by of us of a CMP that is IAB TCF Compliant shall be regarded as a discharge by us of our obligation under clause 9.2; and
- 9.3.2 we make no representation or warranty that a consent obtained pursuant to clause 9.2 will be a valid consent for the purposes of the Data Privacy Laws and, accordingly, each controller of the Advertising Data (collected via the use of the relevant Tags) shall be responsible for verifying that any consent obtained by us provides it and its processors with a lawful basis for processing such Advertising Data.
9.4 You shall ensure that the privacy choices of each Haymarket User is respected, including by ensuring that Tags meet the requirements of the IAB TCF Policies and that Signals (as defined in the IAB TCF Policies) communicated by any CMP or received by a Tag Vendor are respected.
10. Representation and warranties
10.1 Each party:
- 10.1.1 represents and warrants to the other party that it has the full rights, power and authority to enter into this Addendum and to grant the licences granted hereunder;
- 10.1.2 represents and warrants to the other party that the entry into this Addendum by it, and the performance by it of its obligations under this Addendum, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and
- 10.1.3 acknowledges that the other party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Addendum.
10.2 You represent and warrant to us that, in respect of the use of the Tags in accordance with this Addendum:
- 10.2.1 such use does not and will not infringe on or violate any copyright, trademark, patent, rights of publicity or privacy, moral rights or any other third party right;
- 10.2.2 such use does not and will not cause us or you to violate any laws, rules, regulations;
- 10.2.3 such use will comply with any applicable and best practice self-regulatory guidelines and industry standards, including those issued by the Network Advertising Initiative and JICWEBs; and
- 10.2.4 no Directly Identifying Information will be shared with or disclosed to us or to you.
11. Demonstrating compliance
11.1 During the term of our Relevant Agreement and for a three-year period thereafter, you will maintain such information as is necessary in order to demonstrate compliance with this Addendum. You will provide such information to us, at our request, as soon as reasonably practicable (and in any event within 10 business days of the date of our request).
12.1 You will indemnify us in respect of, and hold us harmless from and against, any and all losses, demands, liabilities, costs or expenses, including reasonable legal fees, suffered or incurred by us in respect of any claim threatened or brought against us by a third party that arising out of or in connection with any non-compliance with this Addendum by you, your Agency and/or Tag Vendors (as applicable) (“Third Party Claim”).
12.2 Any limitations or exclusions of liability agreed between you and us (in the Relevant Agreement or otherwise) shall not apply to this clause 12.