Advertisement: the advertisement the description and specification for which is set out in the order. CAP Code: the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing. Charges: the charges payable by you for the Advertisement. Commencement Date: has the meaning set out in clause 2.2. Conditions: these terms and conditions as amended from time to time. Contract: the contract between you and us for the placing of the Advertisement. Copy: the draft, amended and finalised version of the Advertisement. Copy Deadline: the copy deadline set out in the Media Pack. Customer: the person, organisation, company or firm who purchases advertising space. Media Pack: the information booklet containing details on sizes and format of Advertisements with prices published on a separate rate card. Order: your order for an Advertisement to be placed in BN5 Magazine howsoever received by us (including via telephone, email and on-line)
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. (b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (c) A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by you to purchase an Advertisement in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when we issue acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 All Orders must be received before the Copy Deadline set out in the Media Pack. No refunds or credit will be given if you do not provide the finalised Advertisement by the Copy Deadline.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. YOUR OBLIGATIONS
3.1 You shall:
(a) ensure that the terms of the Order and any information you provide in relation to the Advertisement is complete and accurate; and (b) co-operate with us in all matters relating to the Advertisement.
3.2 The Advertisement must:
(a) be accurate (where they state facts). (b) be genuinely held (where they state opinions).
(c) comply with applicable law in the UK (including but not limited to the CAP Code).
3.3 The Advertisement must not:
(a) contain any material which is defamatory of any person. (b) contain any material which is obscene, offensive, hateful or inflammatory. (c) promote sexually explicit material. (d) promote violence. (e) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. (f) infringe any copyright, database right or trade mark of any other person. (g) be likely to deceive any person. (h) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence. (i) promote any illegal activity. (j) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety. (k) be likely to harass, upset, embarrass, alarm or annoy any other person. (l) be used to impersonate any person, or to misrepresent your identity or affiliation with any person. (m) give the impression that they emanate from us, if this is of the case. (n) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
3.4 We reserve the right to refuse to publish any Advertisement that breaches clause 3.2 or clause 3.3.
3.5 You shall fully indemnify and hold us harmless from and against all costs, claims, losses, liabilities or other charges arising from any breach of this clause 3, any inaccuracy or wrong, misleading, negligent or defamatory statements or any breach of a third party’s rights however contained in such Advertisement save where the same arises from our negligence.
4. OUR RIGHTS AND OBLIGATIONS
4.1 We will use our reasonable endeavours to check the Advertisement copy once submitted by you and return this within a reasonable timeframe prior to the print deadline with any corrections and amendments clearly marked. In the event that the copy is not returned before the deadline, you should take this to indicate acceptance of the copy.
4.2 We reserve the right to vary the exact publication date of any issue and such variation shall not entitle you to cancel the Order or to any compensation or refund.
4.3 At any time prior to publication, we reserve the right to decline, alter, omit or suspend the publication of the whole or any part of the Advertisement and to change the position, size and shape of the Advertisement. Any reduction in the size of the Advertisement by us may entitle you to a partial refund of the Charges paid, but we will not be otherwise liable to you in any way for any loss resulting from any such change.
5. CHARGES AND PAYMENT
5.1 The Charges shall be the charges set out in the Media Pack unless agreed otherwise between us in writing.
5.2 The Charges shall be payable in pounds sterling, are non-refundable and are exclusive of value added tax, which shall be added at the appropriate rate.
5.3 If the rate of VAT changes between your order date and the invoice date, we will adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
5.4 We will invoice you in advance of the Copy Deadline. You must pay the invoice in advance of publication and according to the terms unless agreed otherwise between us in writing.
5.5 Time for payment shall be of the essence of the Contract.
5.6 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
6. LIMITATION OF LIABILITY:
6.1 Nothing in the Contract shall limit or exclude our liability for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.
6.2 Subject to clause 6.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of damage to goodwill; and any indirect or consequential loss.
6.3 We shall not be liable to any extra charge or expenses incurred by you for any alterations to the Advertisement prior to publication other than as a result of printing errors proven against the original copy supplied.
6.4 Subject to clause 6.1, our total liability to you, whether in contract, tort including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.
6.5 This clause 6 shall survive termination of the Contract.
7.1 Without limiting our other rights or remedies, either party may terminate the Contract by giving the other party 7 days written notice.
7.2 Without limiting your other rights or remedies, you may terminate the Contract at any time up to 10 days before the Copy Deadline but we will charge you reasonable compensation for the net costs we have incurred prior to your ending the Contract
7.3 If you terminate the Contract in the 10 days prior to the Copy Deadline, although your Advertisement will be withdrawn from publication, you will not receive any refund of any sums already paid.
7.4 The Contract will terminate immediately if either party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
8. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason the accrued rights, remedies, obligations and liabilities of the parties shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry and any clauses which expressly or by implication survive termination shall continue in full force and effect.
9.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
9.2 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.3 Variation. we may revise these terms and conditions at any time and shall notify you in any such event.
9.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
9.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
9.6 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.
9.7 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
9.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.