The Publisher reserves the right to vary or amend these Terms at its sole discretion.
2. DEFINITIONS In these Terms the following expressions shall, unless the context otherwise requires, have the following meanings:
3. This Agreement is accepted by the Client upon placing an Order. No contract shall be legally binding until the Publisher has accepted or confirmed the Order placed by the Client, in writing, confirming the start date of the relevant Order (the “Start Date”).
4. The Client will be charged at the Publisher’s full contract value in accordance with the Front Sheet in force when the Order is accepted unless otherwise agreed in writing by the Publisher.
5. The Client warrants that it is contracting with the Publisher as a principal notwithstanding that the Client may be acting directly or indirectly for another party as an advertising agency or media buyer or in some other representative capacity.
6. The Client agrees and represents that, in respect of any Order submitted by the Client that, in respect of the content, which is the subject matter of an Order, the Client has created the content or has received permission from or is authorised by the owner of the content submitted to us for the publication of the content. The Client, by submitting the content to the Publisher, grants the Publisher an unconditional, irrevocable, non-exclusive, royalty free, fully transferrable, perpetual, worldwide licence to use, publish and/or transmit the content on any format and on any platform either now known or hereafter invented.
7. Payment in respect of an Order is to be paid no later than fourteen (14) days from the date of the Publisher’s invoice.
8. If the Client fails to make payment in full when due, or if the Client fails to observe and fulfil any of terms of the Agreement, the Publisher reserves the right (without prejudice to any other rights it may have) to treat this Agreement and any outstanding Orders as repudiated and terminated with immediate effect and the Client agrees to pay on demand (i) the total value of all unpaid advertisements charged at the Publisher’s full contract value whether or not any discount was offered to or agreed with the Client, and (ii) interest on any unpaid amount at the rate of 3% per calendar month calculated daily pro rata from the insertion date of each advertisement up to and including the date that full payment is received by the Publisher from the Client.
9. The Publisher may recover any costs or charges it incurs as a result of any actions taken or directed by the Publisher to recover any sum due under this Agreement owed by the Client, such costs or charges being payable by the Client to the Publisher on demand.
10. The Publisher has the right in its absolute discretion to decline to publish or to omit, alter, postpone, cancel, suspend or change the position of any advertisement at any time without prior notification to Client if:
11. The Publisher does not warrant the date of insertion, the wording or the geographic area of distribution for the advertisement.
12. The Client hereby acknowledges and agrees that the Publisher shall not in any event be liable to the Client for any indirect or consequential losses, damage, costs or expenses; loss of profits; loss of sales or business; or loss of or damage to goodwill or as a result of any of the following:
The Publisher reserves the right to destroy without notice all copy, artwork, photographs or other material and other property which has been in its custody for a period of six months from the date of its last appearance in an advertisement provided that the Publisher has not received written instructions to the contrary; and any advertisement not being correct in any way. For the avoidance of doubt, it is the responsibility of the Client to check the accuracy of any advertisement and to notify the Publisher of any errors at least 7 days prior to publication.
12.1. Nothing in this Agreement shall exclude or limit the liability of the Publisher or The Client for:
12.2. Without prejudice to clause 12.1, the total liability of the Publisher for a claim made by the Client in respect for loss or damage suffered by the Client however that liability arises (including without limitation) breach of contract, tort (including negligence), misrepresentation or breach of statutory duty shall be limited to the charges paid by the Client in respect of the relevant Order made pursuant to this Agreement.
12.3. Except as set out in this Agreement, the Publisher excludes all conditions, terms, representations (other than fraudulent or negligent representations) and warranties relating to services provided under this Agreement, whether imposed by statute or by operation of law or otherwise, that are not expressly stated herein, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.
12.4. Each provision of this clause 12 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiry or termination of this Agreement.
13. The Client shall indemnify and keep indemnified the Publisher against all claims, liabilities, loss, damages, costs, charges and expenses (including contingent or consequential loss of profit) whatsoever arising from or in consequence of:
14. Cancellation, suspension or alteration of an Order must be received in writing by the Publisher in accordance with the deadlines shown in clause 15 of this Agreement. The Client will remain liable for full payment in respect of any Order whereby notice of cancellation, suspension or alteration aforesaid does not comply with the requirements set out below.
15. COPY DEADLINES The Client must comply with the following requirements:
16. The Client shall supply relevant materials in respect of any Order in line with required deadlines and specifications for the marketing programme to the Publisher on or before the copy deadline specified in the current Publisher’s standard production timelines unless otherwise agreed with the Publisher. If copy in respect of an Order is not received by the appropriate date and with the correct specification and format the Publisher reserves the right to charge the Client for the Order and/or publish copy in its place.
17. The Publisher cannot guarantee to supply proofs if copy deadlines for Orders are not met. Proofs not received by the Publisher for correction by the copy deadlines will be assumed to be correct.
18. All Intellectual Property Rights in and to any materials, including but not limited to, all advertisement material, video interviews and resultant articles originated by the Publisher shall be the sole and exclusive property of the Publisher and if the Client acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Publisher on request, whenever that request is made.
19. The Client warrants and represents that:
20. Failure by the Publisher to insist upon strict performance by the Client in accordance with the provisions of any contact it may have with the Publisher shall not release, waive or in any way lessen or affect the liability of the Client under this Agreement.
21. The Client shall comply with any applicable requirements under the Data Protection Laws and shall obtain written consent from the Publisher prior to using any Personal Data obtained from the Publisher (or any of its staff involved in the provision of this agreement).
21.1. The Client agrees to indemnify and keep indemnified the Publisher against all expenses, costs, claims, losses and liabilities incurred by the Publisher or for which the Publisher may become liable due to any failure by the Client to comply with Data Protection Laws including, without limitation, due to any failure to put in place appropriate technical and contractual measures to ensure the security of the Personal Data and to protect the Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
21.2. The Client shall:
21.3. The provisions of this clause 21 shall apply during the continuance of this Agreement and indefinitely after its expiry or termination.
22. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, policies, assurances, warranties, representation and understandings between them, including the Clients terms of business whether written or oral, relating to its subject matter.
23. A person who is not party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1998 to enforce any terms of the Agreement.
24. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
25. The Client shall not assign, sub-let, transfer or charge or purport to assign, sub-let, transfer or charge in whole or in part this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of the Publisher.
25.1. The Publisher reserves the right to assign it rights, liabilities or obligations under this Agreement either in whole or in part to any other person, firm or company. This Agreement shall be binding upon and shall benefit the successors and assigns of the Publisher and (where the Publisher’s written consent is given) the successors and assigns of the Client.
26. If at any time one or more provisions or part provisions contained in the Agreement is or becomes invalid, illegal or unenforceable in any respect it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause 26 shall not affect the validity, legality or enforceability of the remaining provisions which shall remain in full force and effect.
27. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their respective authorised representatives).
27.1. 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. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
28. The Parties shall comply, and shall procure that its authorised employees, subcontractors, agents or any person acting on its behalf complies, with the Bribery Act 2010 (the “Bribery Act”). If a party or any of its authorised employee’s, sub-contractors, agents or any other person acting on its behalf commits an offence under the Bribery Act, the non-offending party shall be entitled:
29. The validity, construction and performance of the Agreement and any dispute or claim relating to it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.
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