1.Acceptance of these terms
These Terms and Conditions (“Terms”) govern your access to and use of the AdPlan website, marketplace and related services (together, the “Platform”). AdPlan is a product of Dimetech Group Ltd, a company registered in Kenya (“Dimetech”, “we”, “us” or “our”).
By creating an account, listing inventory, submitting a brief or otherwise using the Platform, you agree to these Terms. If you use the Platform on behalf of a company or other organisation, you confirm that you are authorised to accept these Terms on its behalf, and “you” refers to that organisation.
If you do not agree to these Terms, please do not use the Platform.
2.About AdPlan
AdPlan is a media marketplace and planning platform that connects advertisers, marketing agencies, media owners and creators. It helps buyers discover, plan and book media across television, radio, newspaper, print, digital, mobile, out-of-home (OOH) and digital out-of-home (DOOH), and helps media owners showcase their inventory and manage bookings.
Unless we expressly agree otherwise in writing, Dimetech is not a media agency and is not a party to the agreements that buyers and media owners make with each other through the Platform. Our role is to provide the Platform and, where payments are made through it, to hold and release those payments as described in section 7.
3.Key terms
In these Terms:
- “Buyer” means an advertiser, agency or other user who plans or books media through the Platform.
- “Media Owner” means a publisher, broadcaster, outdoor operator, creator or other user who lists advertising inventory on the Platform.
- “Listing” means a description of advertising inventory, including its location, format, audience, availability and pricing information.
- “Booking” means an agreement between a Buyer and a Media Owner for a placement made through the Platform.
- “Proof of Delivery” means the evidence a Media Owner uploads to show that a booked placement ran as agreed.
- “Content” means any text, images, video, audio, data or other material submitted to the Platform.
4.Eligibility and accounts
You must be at least 18 years old and able to enter into a legally binding contract to use the Platform. The Platform is intended for business use.
When you create an account, you agree to provide accurate and complete information and to keep it up to date. You are responsible for keeping your login details confidential and for all activity under your account. Tell us straight away at support@adplan.ke if you believe someone has accessed your account without permission.
Organisations can invite team members to their workspace. The organisation is responsible for the people it invites and the permissions it gives them. Agencies using the Platform on behalf of clients are responsible for having the authority to act for those clients and for the instructions they give.
5.Using the marketplace
The Platform lets Buyers discover media opportunities, build media plans and send booking requests to Media Owners, and lets Media Owners list inventory, respond to requests, issue invoices and manage Bookings.
Prices, availability and audience information in Listings are provided by Media Owners. We work to keep the Platform accurate, but we do not guarantee that any Listing is complete, current or available. Media Owners may update or withdraw inventory until it is secured by a Booking.
Each Booking is a contract between the Buyer and the Media Owner, made on the terms shown on the Platform when the Booking is accepted, together with any additional terms they agree.
6.Listings and media owner responsibilities
If you list inventory on the Platform, you confirm that:
- you own, operate or are authorised to sell the inventory you list;
- your Listings are accurate and not misleading, including locations, formats, audience information, pricing and availability;
- you hold the licences, permits and approvals needed to offer and run the advertising you list;
- you will deliver Bookings as agreed and upload accurate Proof of Delivery for each booked placement; and
- you are responsible for any tax you charge on your invoices and for remitting it to the relevant authority.
You stay in control of which inventory you list, your pricing and commercial terms, and your relationships with Buyers.
7.Bookings, payments and escrow
A booking request sent through the Platform does not reserve inventory. Inventory is secured for a Booking when the first payment against its invoice clears. If the same inventory is secured by another Booking that was paid for first, the later Booking is cancelled and everything paid towards it is refunded.
Media Owners issue invoices for Bookings through the Platform. Buyers pay those invoices online through our payment provider, Paystack, in the currency shown on the invoice. Where a Media Owner offers it, an invoice may be paid in instalments.
Payments made through the Platform are held in escrow by Dimetech. They are not released to the Media Owner until:
- the invoice has been paid in full and the Booking is confirmed; and
- the Buyer has accepted Proof of Delivery for every billable placement on the Booking, or has not accepted or disputed that proof within the review period shown on the Platform.
When funds are released, Dimetech deducts its commission from the Booking subtotal, excluding tax, and pays the balance, including any tax charged on the invoice, to the Media Owner’s registered payout account. The commission rate that applies is shown on the Platform. Payment processing fees are covered by Dimetech out of its commission and are not deducted from the Media Owner’s payout.
Buyers pay the amount shown on the invoice. We will tell you before you are charged if any other fee applies to your use of the Platform.
Each party is responsible for its own taxes, except where the law requires us to collect or withhold them.
8.Proof of delivery and disputes
Buyers should review Proof of Delivery promptly. If you believe a placement did not run as agreed, you can raise a dispute on the Platform before you accept the proof.
A dispute stops the payment for that Booking from being released. We will review the information both parties provide and decide whether the funds held should be released to the Media Owner, refunded to the Buyer, or the Booking cancelled. We aim to act fairly and promptly, but our decision on how the held funds are dealt with does not prevent either party from pursuing its own rights against the other.
9.Advertising content
Buyers are responsible for the advertising content they supply, including creative, copy, claims and any trademarks, music, images or likenesses it contains. You confirm that your content complies with all applicable laws, regulations and advertising codes, and that you hold the rights needed for it to be published.
Media Owners may decline or remove advertising content that breaks the law, their own content standards or these Terms.
10.Acceptable use
You agree not to:
- use the Platform for anything unlawful, fraudulent or misleading;
- list inventory you are not entitled to sell, or post false or misleading information;
- upload Proof of Delivery that is false, altered or does not relate to the Booking;
- harass, spam or abuse other users, or use their information for anything other than the purpose it was shared for;
- copy, scrape or harvest data from the Platform, including Listings and user details, without our written permission;
- interfere with the security or operation of the Platform, including by introducing malware or attempting to gain unauthorised access; or
- arrange Bookings found through the Platform outside it in order to avoid the commission that applies to them.
11.Intellectual property
The Platform, including its software, design, text, graphics and the AdPlan name and logo, is owned by or licensed to Dimetech and is protected by intellectual property laws. You may use the Platform only as these Terms allow.
You keep ownership of the Content you submit. You grant Dimetech a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display and adapt that Content as needed to operate, promote and improve the Platform. This licence ends when your Content is removed from the Platform, except where it has already been shared with other users or we must keep it by law.
If you send us feedback or suggestions, we may use them without any obligation to you.
12.Third-party services
The Platform works with services run by third parties, including our payment provider. We are not responsible for their content, products or practices, and your use of them is governed by their own terms.
AdPlan uses YouTube API Services to let you link a YouTube channel to your profile. By linking a YouTube channel, you agree to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms). Our Privacy Policy explains what information we receive from YouTube and how we use it.
13.Disclaimers
The Platform is provided “as is” and “as available”. To the extent permitted by law, we make no warranties about the Platform, including that it will be uninterrupted or error-free, or that any campaign will achieve particular results.
Audience, reach and performance information on the Platform is provided to help you plan. You remain responsible for your own media decisions.
14.Limitation of liability
Nothing in these Terms limits any liability that cannot be limited by law, including liability for fraud or for death or personal injury caused by negligence.
Subject to that, Dimetech is not liable for any indirect or consequential loss, or for any loss of profits, revenue, business or data, arising from your use of the Platform. Our total liability to you for all claims relating to the Platform is limited to the total commission and fees you paid to Dimetech, or that Dimetech earned on your Bookings, in the 12 months before the claim arose.
Dimetech is not responsible for the acts or omissions of Buyers or Media Owners, including the quality or delivery of any Booking, except for our obligations in relation to funds we hold in escrow.
15.Indemnity
You agree to compensate Dimetech for claims, losses and reasonable costs arising from your breach of these Terms, your Content or Listings, or your dealings with other users, except to the extent they are caused by our own breach or negligence.
16.Suspension and termination
You can stop using the Platform and close your account at any time.
We may suspend or close your account, or remove Content or Listings, if you breach these Terms, if the law requires us to, or if we reasonably believe your use puts other users or the Platform at risk. Where appropriate, we will tell you why.
Closing an account does not affect Bookings already confirmed, funds already held in escrow, or any rights and obligations that arose before it was closed. Funds held for open Bookings will be released or refunded under section 7 and section 8.
17.Changes to these terms
We may update these Terms from time to time. Before significant changes take effect, we will let you know through the Platform or by email. The date at the top of this page shows when the Terms were last updated, and continuing to use the Platform after changes take effect means you accept the updated Terms.
18.Governing law and disputes
These Terms are governed by the laws of Kenya. If a dispute arises between you and Dimetech, please contact us first so we can try to resolve it informally. Any dispute that cannot be resolved this way will be subject to the exclusive jurisdiction of the courts of Kenya.
19.Contact us
If you have any questions about these Terms, email us at support@adplan.ke or write to Dimetech Group Ltd, Karen Office Park, Hemingways Block, Nairobi, Kenya.
See also our Privacy Policy.