1. Amendments to Products

1.1  We reserve the right to amend existing products to improve the user experience and/or commercial performance. Significant changes will be communicated to you in advance. 

2. Cancellation 

2.1 Service Agreements cannot be cancelled once signed and returned by you, unless these Terms and Conditions expressly provide otherwise. 

3. Invoices

3.1 Invoices will be issued in full at the start date of the subscription or campaign.
3.2 All invoices are to be paid within 30 days of the invoice date by bank transfer.
3.3 All prices are in GBP. 
3.4  VAT will be applied to the final cost unless you are VAT exempt (a VAT exemption form or certificate will be required as proof of status when you sign your Service Agreement). 
3.5  We reserve the right to charge overdue accounts at the rate of 3% of the overdue debt per month.
3.6 We reserve the right not to set further campaigns live for any client who has outstanding overdue payments.
3.7 Similarly, we reserve the right to suspend services in relation to the outstanding debt until payment has been received.

4. Notification of Changes

4.1 It is your responsibility to notify us within 30 days of appointing a new agency.
4.2 It is your responsibility to notify us promptly if you make any changes that may be deemed to affect data protection laws.
4.3 It is your responsibility to notify us promptly if your primary contact email address changes (to receive subscription renewal notifications, price change notifications etc.)

5. Force Majeure

5.1 Uncontrollable Events: Neither party is liable for delays or defaults caused by conditions beyond their control (e.g. natural disasters, internet outages, third-party downtime and/or unforeseen changes in resources). Reasonable efforts will be made to recommend alternative arrangements or provide pro-rata reductions.
5.2 CAMPUS Lens™ Outage: In the event that our platform becomes temporarily unavailable, we will make reasonable efforts to resolve the issue as quickly as possible. If the outage significantly impacts the delivery of your services, reasonable efforts will be made to recommend alternative arrangements or provide pro-rata reductions.

6.  Indemnification

6.1 Indemnity Limit: Subject to clause 19.7, the maximum indemnity payment by either party under a Service Agreement shall not exceed the full value of that Service Agreement.

6.2 Our Indemnity: We will indemnify the client and their affiliates for any losses due to our breach of the agreement, improper ad display, or if our materials violate third-party rights or laws, except when the issue is due to the client’s specific instructions or approval of materials they knew were problematic.
6.3 Client’s Indemnity: The client will indemnify us and our affiliates for any losses due to their breach of the agreement, policy violations, or issues with the content of their ads that we used according to the agreement, including third-party rights violations or legal issues.
6.4 Agency’s Authority: The agency confirms it has the authority to bind the client to these terms and will indemnify us for any losses if this is not true.
6.5 Indemnification Process: If a claim arises, the indemnified party must promptly notify the indemnifying party, cooperate in the defence, and can participate in the defence at their own expense. The indemnifying party controls the defence and settlement but cannot agree to anything that negatively affects the indemnified party without consent.
6.6 Related Party Claims: If indemnifying a related party, the indemnifying party’s liability is limited to foreseeable losses related to the specific contractual relationship.

7. Limitation of Liability

7.1 Exclusions: Neither party is liable for consequential, indirect, incidental, or punitive damages.
7.2 Strategic Decisions: Any strategic, commercial or operational decision made by you based on data or insights presented within CAMPUS Lens™ is your responsibility. CAMPUS Lens™ is provided as an information and reporting tool only and does not constitute advice or a guarantee of any particular outcome. Subject to the other provisions of these Terms and Conditions, we shall not be liable for any loss arising from your reliance on such data or insights in making your own business decisions.

8. Non-Disclosure, Data Ownership, Privacy, and Laws

8.1 Confidential Information: Both parties must keep confidential information private and only use it for the purposes outlined in this agreement.
8.2 Data Privacy: When processing personal data for any part of this agreement and associated service agreements, both parties must adhere to the policies in their public privacy notices and follow all applicable law and codes of practice covering data protection, including, but not limited to, the Data Protection Act 2018 and any legislation which succeeds that Act.
8.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England & Wales.

These additional terms apply to subscription-based and auto-renewing products, including University Partner Packs such as UPP Unlimited and UPP Standard (including bolt-ons where applicable), Partnership Products such as Discussion and Article Partnerships (including International Regional Partner, UK Regional Partner and Subject Partner), Official Rep products where relevant, and any other products described as auto-renewing in the relevant Service Agreement.

9. Subscription Basis

All subscription-based products covered by this section are charged on the basis set out in the relevant Service Agreement. University Partner Packs and Partnership Products are charged once yearly.

10. Term

10.1 Depending on the product you have selected, the initial term will either end after one or two years. At the end of the term, you will automatically subscribe to a one-year rolling agreement.
10.2 If, after your initial minimum term, you would prefer to secure a lower price by making another two-year commitment, then you can opt to sign a new two-year agreement which will automatically supersede this agreement.

11. Automatic Renewal

10.1 These subscriptions automatically renew unless we are notified in advance (see 12. Cancellation Policy below).

11. Annual Price Increase

11.1 These subscriptions automatically renew unless we are notified in advance (see 13. Cancellation Policy below).

12. Annual Price Increase

12.1 Auto renewals may be subject to an annual price increase. Any increase in price will be communicated to you by 31st January each year, with the price increase to take effect 6 months later by 31st July.

13. Cancellation Policy

13.1 To cancel your subscription, please contact us in writing at least 60 days before your renewal date. If we do not receive timely notice, the subscription will automatically renew. Send your cancellation notice to terminations@thestudentroom.com with the subject “Subscription Cancellation”.

14. Official Rep Safeguarding and Data Sharing

14.1 By utilising our Official Rep accounts, you agree to comply with the Official Rep Safeguarding Policy.

14.2 Official representatives will be provided access to training via our Learning Management System, which must be completed in its entirety (training resources available here).

14.3 You must promptly notify us of any termination of, or new appointment to, your Official Rep product.

14.4 Data Sharing Agreement: To enable the sharing of lead data, a Data Sharing Agreement must be agreed, signed and returned. This will be issued separately once the relevant Service Agreement is signed. The signed Data Sharing Agreement will form part of these Terms and Conditions.

15. Additional purchases

If you buy additional products from The Student Room Group that are not subscription-based, including advertising or marketing campaigns, those products will be governed by separate Service Agreements and the Campaign Terms or ClickGuarantee Terms below unless expressly stated otherwise.

These Campaign Terms apply to campaign products delivered on an impression-based or equivalent legacy campaign basis, as set out in the relevant Service Agreement. They do not apply to ClickGuarantee Campaigns, which are governed separately by section 19.

16. Service Agreements and Inventory Availability

16.1 Negotiation: Service Agreements are negotiated to deliver the legacy campaign products agreed by both parties. These products may be delivered on The Student Room Group sites and/or through third parties. Service Agreements must be accepted in writing and each Service Agreement will specify:

• Type and quantity of inventory (for example impressions)
• Prices (in GBP and before VAT if applicable)
• Start and end dates
• Your contact information
• Purchase Order number

16.2 Inventory Notification: We will notify you within two business days if the relevant inventory is unavailable.
16.3 Revisions: Any change to an accepted Service Agreement must be made in writing and acknowledged by both parties. This may include changes to campaign scope or targeting.

17. Materials

17.1 Submission: You must provide all materials in accordance with our specifications and deadlines. Any delay in providing materials may affect campaign delivery and performance and will be your responsibility.
17.2 Right to Reject: We may reject any materials that do not comply with our policies, specifications or applicable law. We will use reasonable efforts to notify you of any such issue within two business days.
17.3 Late Materials: If materials are not provided on time, we may take reasonable preparatory steps to support campaign delivery, including setting up campaign infrastructure, creating shell campaigns, building or acquiring audiences, or carrying out other appropriate pre-live activity.
17.4 Invoicing: We will use reasonable efforts to deliver the campaign in accordance with the agreed schedule. However, where materials are provided late, or we have taken the steps described in clause 17.3, the campaign may not achieve expected benchmarks and the invoice will remain payable in full.

18. Makegoods

18.1 Under-delivery: Assuming you have shared materials on time and to the required specification, yet there is an under-delivery, we will notify you of the details and arrange makegoods.
18.2 Additional inventory: We may provide bonus inventory at no extra charge unless otherwise specified.

19. ClickGuarantee Campaigns

These ClickGuarantee Terms apply only to ClickGuarantee Campaigns. A “ClickGuarantee Campaign” is a campaign product where delivery is measured by the number of verified clicks delivered to an advertiser’s specified destination, as set out in the relevant Service Agreement. ClickGuarantee Campaigns are governed by this section 19 together with the General Terms and do not fall within the Campaign Terms.

19.1 Guaranteed Delivery

For each ClickGuarantee Campaign, we guarantee delivery of the minimum number of clicks specified in the Service Agreement (“Guaranteed Clicks”), subject to receipt of compliant materials and timely cooperation from you.

19.2 Measurement and Reporting

Click delivery shall be measured using our internal reporting systems, including CAMPUS Lens™ and associated campaign delivery platforms. These systems shall be the sole source of truth for determining click delivery and fulfilment of the guarantee.
We reserve the right to exclude invalid traffic, including but not limited to fraudulent activity, bots, accidental clicks, or activity reasonably determined not to represent genuine user engagement.

19.3 Delivery Period

Unless otherwise stated in the Service Agreement, ClickGuarantee Campaigns are intended to deliver the Guaranteed Clicks within the agreed campaign period. We may optimise delivery during that period to achieve the best outcomes.
Only where reasonably necessary to fulfil the Guaranteed Clicks, and due to factors outside normal delivery expectations, we may extend delivery beyond the original end date at no additional cost.

19.4 Your Responsibilities

19.4.1 You must provide compliant materials in accordance with our specifications and deadlines. Any delay in providing materials, or any requested change after launch preparation has begun, may affect delivery and may require campaign adjustments.
19.4.2 The campaign contact named in the relevant Service Agreement will be given default access to the CAMPUS Lens™ ClickGuarantee form. If you need any individual to be added or removed, you must notify us by providing their name and email address to your TSR account director.
19.4.3 Only authorised contacts may request changes to campaign access or manage campaign details through the ClickGuarantee form.

19.5 Remedy for Under-Delivery

If, following completion of delivery (including any permitted extension under clause 19.3), we have not delivered the Guaranteed Clicks, your sole remedy will be either:
(a) a credit towards future ClickGuarantee Campaigns; or
(b) a refund of the proportional value of undelivered clicks,
in each case solely in respect of the ClickGuarantee Campaign concerned and as determined by us.

19.6 No Guarantee of Outcomes

The ClickGuarantee applies only to the delivery of clicks. We do not guarantee downstream outcomes, including but not limited to applications, conversions, enquiries, enrolments, sales, or return on investment. Decisions made by you based on campaign results remain your responsibility.

19.7 Limitation of Liability

Our total liability arising out of or in connection with a ClickGuarantee Campaign shall be limited to an amount equal to the fees paid for that specific ClickGuarantee Campaign. Where a Service Agreement includes multiple ClickGuarantee Campaigns, each ClickGuarantee Campaign shall be treated as a separate and independent campaign for the purposes of liability.
All other limitations and exclusions of liability set out in these Terms and Conditions continue to apply.

If you have any questions, please contact your sales representative or finance@thestudentroom.com

Thank you for choosing The Student Room. We look forward to working with you.