Version 1.0
Effective date: 12 August 2026

​

These Advertiser Terms & Conditions (“Terms”) apply to advertising campaigns supplied by RNUUme Ltd trading as ADbag, company number 16246423, whose registered office is at 1 Tregarthen Place, Garlands Road, Leatherhead, Surrey KT22 7XL, United Kingdom (“ADbag”, “we”, “us” or “our”).

These Terms apply only to organisations acting for business purposes and not to consumers.

​

1. Definitions

In these Terms:

Advertiser means the company, agency or other business entity identified as the contracting party in the Campaign Order.

Agency means an advertising, media, creative or other agency contracting with ADbag on behalf of an End Advertiser or Brand.

Artwork means all advertising creative, copy, logos, images, claims, offers and other campaign material supplied, created or approved for a Campaign.

Artwork Lock means the final deadline after which Artwork is approved and prepared or submitted for production.

Campaign means the ADbag advertising campaign described in the Campaign Order.

Campaign Credit means a non-cash credit issued by ADbag that may be applied towards an eligible future ADbag Campaign in accordance with these Terms.

Campaign Fee means the amount payable for the Campaign as stated in the Campaign Order, excluding VAT unless expressly stated otherwise.

Campaign Month means the campaign cycle identified in the Campaign Order.

Campaign Order means the ADbag Advertiser Campaign Order signed by the Advertiser and ADbag.

End Advertiser means the Brand or advertiser represented by an Agency where the Agency is the contracting party.

Production Quantity means the planned quantity of ADbags identified in the Campaign Order.

​

2. Contract Documents and Order of Precedence

The agreement between ADbag and the Advertiser consists of:

1. the signed Campaign Order;

2. these Advertiser Terms & Conditions;

3. the applicable ADbag Artwork & Brand Safety Standards;

4. the applicable Campaign Artwork Specification; and

5. any other document expressly incorporated into the Campaign Order.

If there is any conflict between these documents, the Campaign Order takes priority, followed by these Terms.

The Advertiser acknowledges that it has had the opportunity to review the applicable documents before signing the Campaign Order.

​

3. Formation of the Agreement

A Campaign is not contractually secured merely because availability, pricing or proposed campaign terms have been discussed.

The agreement becomes binding when:

• the Campaign Order has been electronically signed by the Advertiser and ADbag; and

• any conditions stated in the Campaign Order have been satisfied.

Signing electronically constitutes acceptance of the Campaign Order and these Terms.

Campaign inventory is not finally secured until cleared payment has been received where payment is required in advance.

​

4. ADbag Campaign Services

Subject to the Campaign Order, ADbag will provide the agreed combination of:

• physical ADbag advertising inventory;

• production of branded ADbags;

• distribution through participating UK ecommerce sellers;

• campaign QR infrastructure;

• campaign tracking;

• campaign reporting;

• artwork adaptation or production where separately agreed; and

• other specifically agreed Campaign services.

Unless stated otherwise in the Campaign Order, a standard ADbag Campaign runs across all four standard ADbag sizes and both sides of the relevant ADbags.

ADbag may use third-party manufacturers, logistics providers, technology providers, sellers and other suppliers in delivering the Campaign.

​

5. Agencies

Where an Agency enters into the Campaign Order:

• the Agency is the contracting party with ADbag;

• ADbag will invoice the Agency rather than the End Advertiser unless otherwise agreed in writing;

• the Agency is responsible for payment of all sums due to ADbag;

• the Agency remains responsible for obtaining all necessary authority, instructions and approvals from its client;

• any failure by the End Advertiser to pay the Agency does not affect the Agency's obligation to pay ADbag; and

• ADbag is not responsible for the separate commercial arrangements between the Agency and its client.

The Agency warrants that it has authority to provide the End Advertiser's materials and approvals to ADbag.

​

6. Campaign Fees

The Campaign Fee and any applicable:

• discount;

• Category Exclusivity fee;

• Creative Production fee;

• additional service fee;

• Campaign Credit; or

• Multi-Run discount

will be stated in the Campaign Order.

Unless expressly stated otherwise, all prices are exclusive of VAT.

VAT will be added at the prevailing rate where applicable.

​

7. Payment

Unless otherwise expressly agreed in the Campaign Order, the Advertiser must pay 100% of the amount due within three working days of signature of the Campaign Order.

Payment must be received in cleared funds.

A Purchase Order or internal Advertiser procurement process does not vary the agreed payment deadline unless ADbag expressly agrees otherwise in writing.

The Advertiser is responsible for ensuring that any required Purchase Order, vendor registration or internal approval is arranged in sufficient time to comply with the payment deadline.

ADbag may suspend Campaign preparation, Artwork processing or production commitment where payment has not been received when due.

Campaign inventory is not secured until required cleared funds have been received.

​

8. Production Quantity

The Production Quantity stated in the Campaign Order represents the planned production volume for the Campaign.

Physical manufacturing may result in reasonable production variations.

Where actual production exceeds the stated Production Quantity, the additional ADbags may carry the Campaign without additional Campaign Fee.

Where ADbag confirms a material measurable production shortfall against the contracted Production Quantity, ADbag may provide a proportionate Campaign Credit reflecting the affected inventory.

A manufacturing variation does not automatically entitle the Advertiser to a cash refund.

​

9. Distribution

ADbags are distributed to participating approved UK ecommerce sellers for use when fulfilling genuine customer orders.

Unless expressly agreed otherwise, ADbag does not guarantee:

• delivery to particular postcodes, regions or demographic groups;

• distribution through a specific ecommerce marketplace;

• use by a particular seller;

• delivery to a particular type of consumer;

• equal distribution between locations;

• or the precise date on which every physical ADbag will enter circulation.

Physical ADbags may continue to circulate after the nominal Campaign Month.

Available post-campaign geographical or other distribution information may be included in reporting where reasonably available.

​

10. Artwork

The Advertiser is responsible for supplying Artwork and brand assets in accordance with the applicable Campaign Artwork Specification unless ADbag's Creative Production Service has been purchased.

ADbag may provide templates, specifications and placement guidance.

Where the Advertiser or Agency prepares the Artwork, it remains responsible for the accuracy, completeness and legality of that Artwork.

Where ADbag provides Creative Production Services, the Advertiser remains responsible for checking and approving all:

• wording;

• claims;

• pricing;

• promotional offers;

• terms;

• logos;

• images;

• trademarks;

• legal notices; and

• other advertiser-supplied information.

Additional substantial creative changes outside the agreed creative scope may be separately quoted.

​

11. Final Artwork Approval

No Campaign may proceed to final production without Advertiser approval of the final Artwork.

By approving Artwork, the Advertiser confirms that it has reviewed and approved the final Artwork for production, including all wording, offers, pricing, logos, imagery and other Advertiser-supplied content.

ADbag may conduct design, placement, QR, technical and compliance checks.

ADbag's manufacturer or other production supplier may conduct technical printability checks.

Only ADbag has authority to issue final production approval to its manufacturer.

ADbag's review or approval does not transfer responsibility for Advertiser claims, rights or legal compliance from the Advertiser to ADbag.

​

12. Advertiser Responsibilities

The Advertiser warrants that:

• all information supplied to ADbag is accurate;

• it has authority to enter into the Campaign;

• it owns or has obtained the necessary rights to use all supplied Artwork and materials;

• the Campaign does not infringe third-party intellectual property rights;

• all offers, prices and promotional terms are accurate;

• objective advertising claims can be substantiated where required;

• all necessary regulatory approvals have been obtained;

• the Campaign complies with applicable law, regulation and advertising rules; and

• its destination pages and associated customer journey comply with applicable law.

The Advertiser must promptly notify ADbag if any Campaign information ceases to be accurate.

​

13. Advertising Claims and Brand Safety

ADbag may review any advertiser, product, service, offer, Artwork or destination for suitability.

ADbag may reject, require amendment to, suspend or remove Campaign material where ADbag reasonably believes that it:

• breaches applicable law or regulation;

• breaches applicable advertising standards;

• infringes third-party rights;

• is misleading;

• creates a material reputational risk;

• is inconsistent with ADbag's Artwork & Brand Safety Standards; or

• is otherwise unsuitable for the ADbag network.

ADbag's decision on acceptance of Campaign material is final for the purpose of participation in the ADbag network.

Acceptance by ADbag does not constitute legal or regulatory approval of the Advertiser's Campaign.

​

14. Advertiser Compliance Breach

Where an Advertiser knowingly or recklessly breaches a clearly communicated ADbag Artwork & Brand Safety requirement and that breach causes material rework, delay, compliance intervention or production risk, ADbag may charge an Advertiser Compliance Breach Charge of 10% of the contracted Campaign Fee, capped at £1,500, together with reasonable irrecoverable third-party costs directly caused by the breach.

This charge will not apply to an innocent error where the applicable requirement was not reasonably clear to the Advertiser.

​

15. QR Codes

ADbag creates and controls the QR infrastructure used on ADbags.

The physical size and position of QR codes form part of the ADbag production design and may not be independently replaced, altered or removed by the Advertiser.

The Advertiser must provide the required campaign destination.

ADbag may create different tracked QR routes by Campaign, creative, bag size, side or placement.

Where technically possible, ADbag may change the destination behind an existing printed QR route without changing the physical printed QR code.

The Advertiser must not interfere with, recreate or substitute ADbag-controlled tracking links without written agreement.

​

16. Campaign Destinations

The Advertiser is responsible for ensuring that its Campaign destination:

• remains active;

• is secure;

• accurately reflects the Campaign;

• contains any necessary promotional terms;

• complies with applicable law; and

• is appropriate for recipients.

Where a promotional destination expires or becomes unavailable, the Advertiser should provide an appropriate replacement or evergreen Brand destination.

ADbag may redirect a Campaign QR route to:

• an updated Advertiser destination;

• an evergreen Advertiser destination;

• a replacement promotional destination; or

• an appropriate Campaign-ended page.

ADbag may suspend or redirect a destination where continuing to direct users to it could reasonably create legal, security, consumer-protection or reputational risk.

​

17. Tracking and Reporting

ADbag will use reasonable efforts to provide the tracking and reporting services specified in the Campaign Order.

Campaign reporting may include available information relating to matters such as:

• QR scans;

• timing;

• general location;

• creative;

• bag size;

• side or placement; and

• other agreed campaign metrics.

Tracking information may be affected by matters outside ADbag's control, including:

• device settings;

• privacy technologies;

• network routing;

• browsers;

• automated traffic or bots;

• duplicate activity;

• third-party systems; and

• advertiser website analytics.

Accordingly, ADbag does not guarantee that ADbag tracking data will exactly match the Advertiser's own analytics.

ADbag does not guarantee any minimum:

• QR scan volume;

• response rate;

• conversion rate;

• sales volume;

• customer acquisition cost;

• return on advertising spend;

• revenue; or

• other commercial outcome.

​

18. Advertiser Conversion Data

The Advertiser may voluntarily provide aggregated conversion, sales or campaign-performance information to ADbag to assist with analysis of Campaign performance.

Unless otherwise agreed:

• the Advertiser is not required to provide identifiable customer data;

• ADbag will not require access to individual customer transaction records;

• aggregated or anonymised information may be used internally for campaign analysis, product development and benchmarking; and

• identifiable Campaign performance, case studies, testimonials or public performance claims require separate written approval from the Advertiser.

​

19. Campaign Tracking Period and Extensions

The standard Campaign Fee includes the Campaign tracking and reporting period specified in the Campaign Order or applicable campaign documentation.

Physical ADbags may remain in circulation after that period.

Where available, the Advertiser may purchase an extension to the active tracked Campaign at ADbag's then-current rate.

An extension may include continued:

• QR destination management;

• tracking;

• measurement; and

• reporting.

Unless otherwise agreed, the QR route printed for one Advertiser will not be commercially reassigned to an unrelated advertiser.

​

20. Category Exclusivity

Category Exclusivity is not included unless expressly stated in the Campaign Order.

Where purchased, the Campaign Order must identify the agreed exclusive category.

Category definitions will be interpreted reasonably and narrowly by reference to the specific goods or services agreed.

Broad industry categories will not be implied.

ADbag retains final reasonable discretion in determining whether another advertiser materially competes within the agreed exclusive category.

A Full Takeover Campaign is exclusive to the extent inherent in the physical placement purchased.

​

21. Campaign Timetable

The Advertiser must comply with the Artwork, approval, payment and other deadlines stated in the Campaign Order.

The Advertiser acknowledges that physical print production is dependent upon fixed production timetables.

ADbag will use reasonable efforts to meet the agreed Campaign timetable.

Where an ADbag-controlled delay occurs, ADbag will notify the Advertiser as soon as reasonably practicable and use reasonable efforts to recover the timetable.

A delay of up to five working days within the same Campaign cycle will not of itself create a right to cancel the Campaign or obtain a cash refund.

Where necessary, ADbag may adjust the Campaign tracking or reporting timetable so that the Advertiser receives the intended measurement period.

​

22. Advertiser-Caused Delay

Where the Advertiser fails to meet an Artwork, approval, payment or other Campaign deadline, ADbag will use reasonable efforts to retain the Campaign within the scheduled production cycle.

ADbag does not guarantee that this will be possible.

Where an Advertiser-caused delay makes inclusion in the agreed production cycle impossible, ADbag may transfer the amount paid to the next available suitable ADbag Campaign as Campaign Credit.

The later Campaign will be priced using the applicable price at that time.

Where the later Campaign is more expensive, the Advertiser must pay the difference.

Where it is cheaper, any remaining balance will become Campaign Credit.

​

23. Cancellation by the Advertiser

The Advertiser may request cancellation in writing.

Because ADbag Campaign inventory is finite and production capacity, Artwork work, seller distribution and manufacturing commitments are allocated in advance, the following cancellation charges apply unless the Campaign Order states otherwise:

More than 21 days before Artwork Lock:
25% of the Campaign Fee.

8–21 days before Artwork Lock:
50% of the Campaign Fee.

7 days or fewer before Artwork Lock:
100% of the Campaign Fee.

After Artwork has been locked or submitted for production:
100% of the Campaign Fee.

Any amount already paid may be applied against the applicable cancellation charge.

Where the amount paid exceeds the applicable cancellation charge, any treatment of the remaining balance will be determined in accordance with the Campaign Order or otherwise agreed in writing.

​

24. Multi-Run Campaigns

Where multiple Campaign cycles are contracted, the applicable multi-run discount will be stated in the Campaign Order.

Unless otherwise stated:

• a two-Campaign booking requires both Campaigns to be prepaid on signing;

• for three to six Campaign bookings, the first Campaign Fee and the applicable Multi-Run Commitment Deposit are payable on signing;

• intermediate Campaigns are invoiced and paid separately in advance; and

• the Commitment Deposit is held and applied to the final contracted Campaign.

The standard Multi-Run Commitment Deposit is equal to one full discounted Campaign Fee unless otherwise stated.

If the final Campaign Fee exceeds the Commitment Deposit, the Advertiser must pay the difference.

If the final Campaign Fee is lower than the Commitment Deposit, the remaining amount becomes Campaign Credit.

The Commitment Deposit is not automatically used to meet an unpaid intermediate Campaign invoice.

Where the Advertiser materially breaches its payment obligations, ADbag may apply some or all of the Commitment Deposit against sums properly due.

If the multi-run arrangement then continues, ADbag may require the Commitment Deposit to be replenished.

​

25. Campaign Credits

Unless otherwise expressly agreed, Campaign Credits:

• are valid for 12 months from issue;

• may be applied towards eligible future ADbag Campaigns or Campaign upgrades;

• may be combined with cash payment;

• have no cash value;

• are not ordinarily refundable;

• are non-transferable unless ADbag agrees otherwise in writing; and

• expire if not used within the stated validity period.

Campaign Credits do not constitute funds held on trust for the Advertiser.

​

26. Intellectual Property

The Advertiser retains ownership of its existing:

• trademarks;

• logos;

• Artwork;

• copy;

• photographs;

• brand assets; and

• other intellectual property.

The Advertiser grants ADbag a non-exclusive, royalty-free licence for the duration and purposes reasonably necessary to:

• prepare the Campaign;

• adapt supplied Artwork to approved ADbag formats;

• manufacture the ADbags;

• distribute the Campaign;

• operate Campaign tracking;

• report on the Campaign; and

• exercise the publicity rights set out in these Terms.

ADbag retains ownership of its own intellectual property, including:

• the ADbag brand;

• ADbag bag layouts;

• ADbag templates;

• advertising placement architecture;

• QR infrastructure;

• tracking infrastructure;

• reporting structures;

• methodologies;

• campaign data structures; and

• production systems.

Nothing in the Campaign transfers ownership of ADbag intellectual property to the Advertiser.

​

27. Publicity and Campaign Imagery

The permissions in this section apply unless otherwise expressly agreed in the Special Conditions of the signed Campaign Order. Any agreed publicity restriction takes priority over the corresponding permission below. All publicity remains subject to the agreed Campaign embargo and confidentiality provisions.

​

By signing the Campaign Order, the Advertiser grants ADbag permission to identify the Advertiser as a current or previous ADbag Campaign partner.

ADbag may use the Advertiser's name and logo for that limited purpose in:

• the ADbag website;

• sales materials;

• agency materials;

• investor materials;

• corporate presentations; and

• other appropriate business communications.

This permission is limited to accurately identifying the commercial relationship and does not allow ADbag to imply an endorsement, recommendation or sponsorship beyond the actual Campaign relationship.

The Advertiser also permits ADbag to photograph, film and otherwise capture finished physical ADbags carrying the Campaign and to use such material for legitimate:

• website;

• social media;

• sales;

• agency;

• investor;

• corporate;

• public relations; and

• promotional purposes.

This does not permit ADbag to disclose confidential Campaign performance information.

An identifiable public case study, testimonial or Campaign-performance claim requires separate written approval from the Advertiser.

​

28. Confidentiality

Each party must keep confidential information received from the other party confidential and must not disclose it except:

• as required to perform the Campaign;

• to employees, professional advisers, contractors or suppliers who reasonably require access;

• with the other party's permission; or

• where disclosure is required by law.

This obligation does not apply to information that:

• is already lawfully public;

• was already lawfully known to the receiving party;

• is independently developed without use of the confidential information; or

• is lawfully received from another source without a duty of confidence.

​

29. Campaign Embargo

Where the Campaign Order states a Campaign Embargo Date, ADbag will use reasonable measures to prevent ADbag-controlled publication of Campaign material before that date.

Once physical ADbags have entered the seller and delivery network, ADbag cannot guarantee that an independent seller, parcel recipient or other third party will not photograph, share or otherwise publish the physical Campaign.

Such independent activity does not constitute a breach by ADbag where ADbag did not cause or authorise the disclosure.

​

30. Data Protection

Each party must comply with applicable UK data-protection law in relation to personal data it processes.

Unless otherwise expressly agreed, each party is independently responsible for determining how it processes personal data under its control.

ADbag does not provide Advertisers with participating seller or parcel-recipient personal information as part of the standard Campaign service.

Where either party is required to process personal data solely on behalf of the other in circumstances requiring a separate data-processing agreement, the parties will enter into appropriate additional terms before such processing begins.

ADbag's processing of website, business contact and related personal information is further described in the ADbag Privacy Policy.

​

31. Advertiser Responsibility for Claims and Rights

The Advertiser is responsible for claims, losses, reasonable costs or third-party demands arising directly from:

• Advertiser-supplied material infringing third-party intellectual property rights;

• unlawful or misleading Advertiser claims;

• Advertiser promotional offers or pricing;

• Advertiser instructions that breach applicable law; or

• the Advertiser's material breach of the warranties in these Terms,

except to the extent that the relevant loss was caused by ADbag's own breach, negligence or unauthorised alteration.

​

32. Limitation of Liability

Nothing in these Terms excludes or limits liability where liability cannot lawfully be excluded or limited, including liability for:

• death or personal injury caused by negligence;

• fraud; or

• fraudulent misrepresentation.

Subject to the above, ADbag will not be liable for:

• loss of profit;

• loss of anticipated revenue;

• loss of business;

• loss of opportunity;

• loss of anticipated savings;

• loss of goodwill; or

• indirect or consequential loss,

arising from or relating to the Campaign.

Subject to liabilities that cannot lawfully be limited, ADbag's aggregate liability arising from an individual Campaign will not exceed the Campaign Fee actually paid to ADbag for that Campaign.

Nothing in these Terms guarantees a particular advertising or commercial result.

​

33. Events Outside ADbag's Reasonable Control

ADbag will not be responsible for delay or failure caused by circumstances outside its reasonable control, including:

• manufacturing disruption;

• material shortages;

• carrier or postal disruption;

• infrastructure failure;

• fire;

• flood;

• severe weather;

• industrial action;

• war;

• terrorism;

• epidemic or pandemic;

• government action;

• widespread technology failure; or

• other comparable events.

ADbag will use reasonable efforts to minimise the effect of such an event and resume performance when reasonably possible.

​

34. Suspension and Termination

ADbag may suspend Campaign activity where:

• payment is overdue;

• required approvals have not been provided;

• the Advertiser materially breaches these Terms;

• Campaign material creates a legal, regulatory, technical, brand-safety or security concern; or

• continuing the Campaign would reasonably expose ADbag, its sellers or suppliers to material risk.

Where a breach is capable of remedy, ADbag will normally provide a reasonable opportunity for the Advertiser to remedy it unless immediate action is reasonably required.

Termination or suspension does not affect rights or obligations already accrued.

​

35. Assignment and Subcontracting

The Advertiser may not transfer or assign the Campaign Agreement without ADbag's prior written consent.

ADbag may subcontract elements of Campaign delivery to manufacturers, technology providers, couriers, logistics providers, sellers and other suppliers while remaining responsible for its contractual obligations to the Advertiser.

​

36. Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to the Campaign Agreement has no right to enforce any of its terms.

​

37. Entire Agreement

The Campaign Agreement constitutes the entire agreement between the parties relating to the Campaign and supersedes previous discussions, correspondence, proposals or representations concerning the same Campaign.

Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

​

38. Changes

No change to an individual Campaign Agreement is effective unless agreed in writing by authorised representatives of the parties.

ADbag may update its standard Terms for future Campaigns.

A later version of these Terms will not retrospectively replace the version incorporated into an already signed Campaign Order unless both parties agree.

​

39. Waiver

A delay or failure by either party to enforce a contractual right does not waive that right.

A waiver on one occasion does not constitute a waiver on any other occasion.

​

40. Severability

If any provision of the Campaign Agreement is found to be unlawful, invalid or unenforceable, that provision will be treated as modified to the minimum extent necessary or, where modification is not possible, removed.

The remaining provisions will continue in effect.

​

41. Notices

Formal notices concerning the Campaign may be given by email to the primary business contact stated in the Campaign Order or to any replacement contact notified in writing.

Routine Campaign communications may also be conducted by email.

​

42. Governing Law and Jurisdiction

The Campaign Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction.

​

43. Contact

ADbag is operated by:

RNUUme Ltd trading as ADbag
Company number: 16246423

1 Tregarthen Place
Garlands Road
Leatherhead
Surrey
KT22 7XL
United Kingdom

Email: hello@rnuu.me