Master Terms and Conditions for Publishers

Yours2u Limited, trading as Precision Leads Media · Version 3.0 · Last updated 9 September 2026

1. Parties and scope

These Master Terms and Conditions for Publishers (“Terms”) govern the relationship between Yours2u Limited (“Company”, “we”, “us”), a company incorporated in England and Wales (company number 06376426), VAT registration GB 913 5712 37, trading as Precision Leads Media, and any person or entity accepted onto a Company programme as a publisher, traffic partner or lead supplier (“Publisher”, “you”).

These Terms apply to the supply of leads, traffic, clicks, installs or other measurable actions to campaigns operated by the Company. They do not govern referral or introduction commission, which is covered by our Master Affiliate and Introducer Terms.

You accept these Terms by applying to a programme, accepting an Insertion Order, or transmitting any traffic or data to us, whichever happens first.

2. Definitions

Campaign - a specific offer or programme made available to you, described in an Insertion Order.

Insertion Order or IO - the campaign-specific document setting out payout, volume, creative, targeting, permitted traffic sources and any additional requirements. Where an IO conflicts with these Terms, the IO prevails for that campaign only.

Lead - a submission transmitted by you to us under a Campaign.

Qualified Lead - a Lead meeting every requirement in section 5 and in the applicable IO.

Invalid Traffic - activity described in section 9.

Validation Period - the period during which a Lead may be rejected or reversed, as set out in section 6.

Company Records - the data recorded by our tracking systems.

3. Programme participation

Acceptance onto a programme is at our discretion. We may decline any application, and we may remove you from any Campaign at any time.

You may promote a Campaign only:

• through the traffic sources, channels and domains approved for that Campaign in writing
• using creative supplied or approved by us, unaltered except as expressly permitted
• within any geographic, volume, timing or targeting limits set out in the IO

Approval of a domain, channel or creative may be withdrawn on notice. Traffic sent through an unapproved source is not payable.

4. Tracking and records

You must implement our tracking as instructed and must not alter, remove, obscure, wrap, redirect or interfere with any tracking tag, pixel, parameter or postback. Traffic that cannot be attributed because of an alteration on your side is not payable.

Company Records are the definitive record of volume, quality and payable amounts. If your own figures differ from ours, ours govern.

If you dispute any figure, you must notify us in writing within ten (10) business days of the reporting date, giving specific detail of the discrepancy. Figures not disputed within that period are treated as accepted and final. We will investigate a properly particularised dispute in good faith and provide our conclusion in writing.

5. Lead quality standards

Unless the IO says otherwise, a Qualified Lead must:

• be generated by a real individual who has personally completed every required field, in a single session, in real time
• be a genuine and voluntary enquiry from a person with an actual interest in the offer
• contain accurate and complete data supplied by that individual
• be unique: not previously submitted by you, to us, on that Campaign, within the deduplication window stated in the IO (90 days if not stated)
• be transmitted to us in real time, not batched, queued, aged or re-transmitted
• carry no pre-populated, auto-filled, default or system-generated field values
• carry all consents required by law for the intended contact method, with retained evidence
• originate from a permitted geography and traffic source

A Lead is not qualified if it contains fictitious, placeholder, test, celebrity or obviously false data; a non-functioning or disposable email address; a sequential, invalid or reserved telephone number; or data that does not correspond to a real, contactable person.

You must retain, for at least six (6) years, evidence of consent and of the capture event for every Lead, including timestamp, source URL, IP address and the consent language displayed. You will provide this within five business days of request.

6. Validation, rejection and reversal

Leads are provisional when submitted and become payable only after validation.

We, or our clients, may reject a Lead during the Validation Period where it fails section 5, is duplicated, is uncontactable, is fraudulent, or is rejected by the end client on quality grounds. Rejections are deducted from the next payment cycle.

The Validation Period is thirty (30) days from submission unless the IO specifies otherwise. Where an end client operates a longer review or return window, that longer period applies and will be stated in the IO.

Where the proportion of rejected Leads from a source exceeds the threshold in the IO, we may suspend that source, adjust payout prospectively on notice, or terminate the Campaign for you.

7. Payment

Rates. Payout is as set out in the applicable IO. We may change rates prospectively on thirty (30) days’ written notice. Changed rates apply only to traffic delivered after the notice period expires; traffic already delivered is paid at the rate in force when it was delivered.

Currency. All amounts are in US Dollars unless the IO states otherwise.

Cycle. We calculate payable amounts monthly in arrears, following validation. Payment is made within thirty (30) days of the end of the calculation period.

Invoicing and self-billing. Where you and we have entered a written self-billing agreement, we will issue self-billed invoices on your behalf, marked “SELF-BILLING”, carrying your name, address and (where applicable) VAT registration number. You must not raise your own invoices for those supplies, and must tell us promptly if your VAT registration status or details change. The self-billing agreement is reviewed at least every twelve months. Where there is no self-billing agreement, you must invoice us, and payment terms run from receipt of a valid invoice.

Threshold. Amounts below US $100 are carried forward and paid once the balance reaches the threshold, or at annual clear-down, whichever is sooner.

Transfer costs. Payment is by bank transfer or an equivalent method we select. Transfer, intermediary and currency conversion charges are borne by you.

Client non-payment. Where a Campaign is run for a third-party client and that client fails to pay us for traffic you supplied, we are not obliged to pay you for that traffic. We will notify you promptly, pursue the client using reasonable efforts, and pay you your share of any sums recovered. This clause applies only to genuine client default, not to our own cashflow.

Set-off. We may set off against any amount payable to you any sum you owe us, including reversed Leads, clawbacks and amounts arising from your breach.

Tax. Amounts are exclusive of VAT and other taxes. Where the reverse charge applies, we will account for VAT accordingly. You are responsible for your own tax obligations in your jurisdiction, including registration, reporting and payment. Where we are required by law to withhold or deduct any amount, we will do so and remit it to the relevant authority.

8. Prohibited activities

You must not, and must ensure that no person acting on your behalf does any of the following:

Traffic and technical

• generate or transmit Invalid Traffic as defined in section 9
• use bots, scripts, emulators, click farms, automated form-fill or any non-human traffic
• use cookie stuffing, forced clicks, hidden frames, pop-unders, auto-redirects or any method that generates a click or submission without the user’s knowing action
• use adware, spyware, toolbars, browser extensions or downloadable applications to generate traffic
• alter, intercept or interfere with tracking
• misrepresent the source, geography or nature of your traffic

Content and claims

• make false, exaggerated, misleading or unsubstantiated claims about any offer
• imply an endorsement, affiliation, guarantee or outcome that has not been authorised in writing
• use fake news layouts, fabricated testimonials, invented review sites, or content designed to look like editorial or a government or regulatory communication
• use scare tactics, fabricated urgency, countdown timers that reset, or fake scarcity
• promote an offer alongside adult, hateful, violent, extremist, discriminatory or illegal content
• use content that infringes any third party’s intellectual property

Brand and search

• bid on, or purchase, any Company or client trade mark, brand name, product name, or any confusingly similar term or misspelling, on any search or advertising platform
• use any Company or client mark in a display URL, ad copy or domain name without written permission
• register or use any domain incorporating a Company or client mark

Contact and consent

• send unsolicited email, SMS, or make unsolicited calls, in breach of PECR, the UK GDPR, the CAN-SPAM Act, the TCPA, the CASL, or any other law applicable to the recipient
• contact any individual registered on an applicable do-not-call or suppression register
• use rented, purchased, scraped, co-registered or otherwise non-consented data
• incentivise, reward or pay individuals for submitting a Lead, unless the IO expressly permits incentivised traffic

Disclosure

• fail to disclose the commercial nature of your promotion where disclosure is required by law or advertising code in the jurisdiction of the audience you are reaching

Breach of this section entitles us to withhold or reverse all amounts relating to the affected traffic and, where the breach is material or repeated, to forfeit all outstanding amounts and terminate immediately.

9. Invalid Traffic

Invalid Traffic includes, without limitation:

• traffic generated by bots, crawlers, scripts, headless browsers or automation tools
• clicks or submissions originating from data centres, proxies, VPNs or anonymising services where these are used to disguise origin
• traffic exhibiting abnormal velocity, IP concentration, device concentration or session patterns
• duplicate submissions, whether or not deduplicated by our systems
• submissions containing fabricated, placeholder or non-corresponding data
• self-generated traffic, or traffic generated by your employees, contractors, household or connected parties
• traffic from geographies not permitted by the IO
• traffic generated in breach of section 8

Our determination that traffic is Invalid Traffic is final, provided it is made in good faith and we give you the reason and the underlying pattern relied on.

Remedies. We may withhold payment pending investigation; reverse or void the affected Leads; recover amounts already paid by set-off; suspend or terminate your participation; and, where more than fifty per cent (50%) of Leads from a source, Campaign or period are found to be Invalid Traffic, void the entire affected cohort.

10. Compliance obligations

You must comply with all laws, regulations and advertising codes applicable to your activity and to the audience you reach, including:

• the UK Advertising Codes (CAP Code) and equivalent codes in the jurisdictions you target
• consumer protection law, including the Consumer Protection from Unfair Trading Regulations and equivalents
• data protection law, including the UK GDPR, EU GDPR, PECR and equivalents
• electronic marketing and telemarketing law in the recipient’s jurisdiction

Financial promotions. Where a Campaign relates to a regulated financial product or service, communicating an invitation or inducement to engage in investment activity may be a financial promotion restricted under section 21 of the Financial Services and Markets Act 2000. You must not promote such a Campaign except using creative that has been approved in writing by an authorised person or otherwise falls within an exemption, and you must not modify approved creative in any respect. Breach of this clause is a material breach and may be a criminal offence.

Disclosure. Where your promotion is a marketing communication, it must be obviously identifiable as such to the audience receiving it, using a label that audience will understand, positioned prominently and before the point of engagement.

11. Data protection

For personal data transmitted between us under these Terms, each party acts as an independent controller in respect of its own processing.

You warrant that you have a valid lawful basis for collecting and transmitting each Lead, that you have provided the data subject with a privacy notice covering disclosure to us and our clients, and that you have obtained and retained any consent required for the intended contact method.

Each party will: process personal data in accordance with applicable data protection law; implement appropriate technical and organisational security measures; assist the other in responding to data subject rights requests within a reasonable period; and notify the other without undue delay and in any event within 48 hours of becoming aware of a personal data breach affecting data shared under these Terms.

Where personal data is transferred outside the UK or EEA, the transferring party is responsible for ensuring an appropriate transfer mechanism is in place.

Neither party will use personal data received from the other for any purpose beyond that set out in the applicable IO.

12. Sanctions, screening and financial crime

You warrant that you, and any person with ownership or control of you, are not designated under any UK, EU, US (including OFAC) or United Nations sanctions regime, and are not located in or ordinarily resident in a jurisdiction subject to comprehensive sanctions.

We will screen you against applicable sanctions lists before first payment and periodically thereafter. We will not make any payment to you unless screening is clear. Amounts continue to accrue during any screening block. Where screening cannot be cleared, we may withhold payment indefinitely and terminate.

You must notify us immediately of any change to your name, ownership, control or country of residence.

13. Records and audit

You must keep complete and accurate records of your activity under these Terms, including traffic sources, creative used, consent evidence and payment records, for six (6) years.

On reasonable written notice, and no more than twice in any twelve-month period unless we have a good-faith suspicion of breach, we may audit those records to verify compliance. You will cooperate and provide access within ten business days. Where an audit reveals a material breach or an overpayment exceeding five per cent, you will bear the reasonable cost of the audit in addition to any other remedy.

14. Warranties

Each party warrants that it has the authority to enter these Terms and will comply with applicable law.

You additionally warrant that: all traffic and data you supply is generated lawfully and in accordance with these Terms; you hold all necessary rights, consents and permissions; your promotional activity does not infringe any third party’s rights; and all information you give us about yourself, your traffic sources and your methods is accurate and complete.

Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted.

15. Indemnity

You will indemnify us against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms or any IO
• your breach of any applicable law, regulation or advertising code
• any claim by a data subject, regulator or third party relating to data or traffic you supplied
• any claim that your promotional activity infringed a third party’s rights

16. Liability

Nothing in these Terms limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, and except in respect of your indemnity obligations under section 15 and your breach of sections 8, 10, 11 or 12:

• neither party is liable for loss of profit, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss
• each party’s total aggregate liability arising out of or in connection with these Terms is limited to the total amounts paid or payable by us to you in the twelve (12) months preceding the event giving rise to the claim, or US $5,000 if greater

17. Term and termination

These Terms continue until terminated.

Either party may terminate for convenience on seven (7) days’ written notice.

We may terminate or suspend immediately, without notice, where: you breach section 8, 10, 11 or 12; we reasonably suspect fraud or Invalid Traffic; you become insolvent or cease trading; sanctions screening cannot be cleared; or continuation would expose us to legal or regulatory risk.

On termination:

• you must immediately stop all promotion, remove all Company and client creative and links, and cease using any of our marks
• Leads already delivered and validated are paid in the ordinary cycle
• Leads delivered but not yet validated complete their Validation Period and are paid or rejected accordingly
• where termination is by us for your breach of section 8, 10, 11 or 12, or for fraud, all outstanding amounts are forfeited and we may recover amounts already paid in respect of the affected traffic

Sections 4, 7 (in respect of accrued amounts and set-off), 11, 13, 15, 16, 18 and 19 survive termination.

18. Confidentiality

Each party will keep confidential all non-public information received from the other, including rates, payouts, campaign performance, client identities, methods and systems. Neither party will disclose it except to those who need it and are bound by equivalent obligations, or where required by law or regulator.

You must not disclose your payout rates or campaign terms to any third party, including other publishers.

This obligation continues for three (3) years after termination.

19. General

Changes to these Terms. We may amend these Terms on thirty (30) days’ written notice to you. Amendments apply prospectively only, and do not affect amounts already accrued or traffic already delivered. If you do not accept an amendment, you may terminate before it takes effect. Continued participation after the notice period constitutes acceptance.

Independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship. You have no authority to bind us.

Assignment. You may not assign or subcontract without our written consent. We may assign in connection with a sale or reorganisation of our business.

Force majeure. Neither party is liable for failure to perform due to events beyond its reasonable control, excluding payment obligations.

Notices. Notices are given in writing to the email address on record and are deemed received on the next business day.

Entire agreement. These Terms together with any applicable IO constitute the entire agreement and supersede all prior discussions.

Severability. If any provision is unenforceable, the remainder continues in force.

No waiver. Failure to enforce is not a waiver.

Third-party rights. Nobody other than the parties may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Governing law. These Terms are governed by the laws of England and Wales.

Jurisdiction. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

20. Contact

Yours2u Limited t/a Precision Leads Media

The House of Wealth, Earlsdon Park, 53-55 Butts Road, Coventry, CV1 3BH, UK

Company number: 06376426 · VAT number: GB 913 5712 37

Publisher support: support@precisionleadsmedia.com · Compliance: support@precisionleadsmedia.com