TERMS & CONDITIONS ATTACHING TO ADVERTISING CONTRACTS
1. In these Conditions attaching to Advertising Contracts (‘these Conditions’): ‘Publisher’ means Metropolis Business Media and ‘Advertiser’ means the person booking the advertising space including Advertising Agents and Independent Media Buyers. Advertising Agents and Independent Media Buyers shall for the purpose of these Conditions act as principals on their own behalf for all purposes connected herewith. ‘Rate Card’ means the Publisher’s current scale of charges for advertisements, a current copy of which may be obtained from the Publisher. ‘Contract’ means a legally binding booking accepted by the Publisher in accordance with Clause 2 for publication of an Advertisement. ‘Copy’ means all material provided by an Advertiser with the intention that such material should appear on the Publisher’s online property. ‘Advertisement’ means advertising messages to be displayed on a website, email or otherwise. ‘Cancellation’ of a Contract means cancellation of either all or part of the remaining unperformed part of the Contract unless the context of the relevant condition makes it clear that cancellation of only a specific insertion(s) is referred to.
2. The issue of a Rate Card does not constitute an offer by the Publisher to contract. A Contract is made only by the Publisher’s acceptance of the Advertiser’s order as affected by the Publisher issuing and receiving a signed insertion order.
3. All Contracts are subject to these Conditions and no variation or addition thereto shall be effective unless specifically agreed to in writing by the Publisher. Any other terms or conditions sought to be imposed by the Advertiser are expressly excluded.
4. Advertisement rates are subject to revision at any time and the price prevailing at the time the Contract is made binds the Publisher only in respect of the agreed booking as confirmed by the insertion order.
5. All orders are accepted subject to acceptance of Copy by the Publisher, as indicated in Clause 8, and if it is intended to include in an Advertisement a competition or a special offer of merchandise, other than that normally associated with the advertised product, full details of such competitions or special offers must be submitted by the Advertiser in writing at the time the order is negotiated.
6. It is the Advertiser’s responsibility to check the correctness of the Advertisement. The Advertiser warrants that any Advertisement submitted by it for publication shall comply with all applicable laws, legislation, regulations, codes of practice and is not an infringement of any other party’s rights. The Advertiser hereby grants a world-wide non-exclusive, fully paid license to reproduce and display the Advertisement (including all contents, trade marks and
brand features contained therein). The Advertiser will indemnify the Publisher fully for all costs, expenses, damages or liability whatsoever (including legal costs and awards ordered against the Publisher) in respect of any claim made against the Publisher arising from the Advertisement or its publication or as a result of any breach or non-performance of any of the representations, warranties or other terms contained herein or implied by law.
7. The Advertiser grants to the Publisher the express right to reproduce throughout the world screen shots of all or part of any Publisher’s property containing all or part of any of the advertising materials supplied by the Advertiser to the Publisher on or in any promotional or advertising material or campaign promoting or advertising the Publisher.
8. The Publisher reserves the right in its absolute discretion to cancel any Contract or to omit or suspend an Advertisement (for example if it is libelous, unlawful, defamatory, pornographic, socially unacceptable, insensitive or otherwise contrary to editorial policy). Should cancellation, omission or suspension be due to the act or default of the Advertiser or his servants or agents including the unsuitability of the Advertisement as indicated above, then the Advertiser shall pay for the space reserved for the Advertisement in full not withstanding that the Advertisement has not appeared. Such cancellation, omission or suspension shall be notified to the Advertiser as soon as reasonably possible.
9. All contents of Advertisements are subject to the Publisher’s approval. The Publisher does not undertake to review the contents of any Advertisements and any such review of and/or approval by the Publisher will not be deemed to constitute an acceptance by the Publisher that such Advertisement is provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of the Publisher’s rights hereunder. The Publisher reserves the right at any time in its absolute discretion to:
9.1 Reject or cancel any Advertisement, Order, URL link, space reservation or position commitment; or 9.2 Remove any Advertisement from any of the Publisher’s properties or any page.
10. Except as otherwise expressly provided, positioning of Advertisements within the Publisher’s properties or on any page is at the sole discretion of the Publisher, and the Publisher will not be prohibited from also carrying Advertisements for any product or business competitive to the product or business of the Advertiser.
11. The Publisher does not warrant the date or dates of insertion of the Advertisement(s) and does not warrant that the Advertisement(s) will not be displayed after the end date specified. However, the Publisher will use reasonable efforts to comply with the Advertiser’s wishes in these regards.
12. The Publisher will exercise reasonable care and skill in the handling and publishing of the Advertisement but where the Advertisement is not published in the manner specified in the Contract (including failure to deliver the number of impressions provided in the Contract), whether through any failure (technical or otherwise) or negligent act or omission on the part of the Publisher or any third party, the Publisher’s liability will be limited (at the option of the Publisher) to either: (a) publishing the Advertisement (or a replacement Advertisement if provided by the Advertiser) as soon as is reasonably practicable in the period following the period during which the Advertisement was scheduled to run and for such time as is necessary to generate a number of substitute impressions equal to the shortfall, or (b) refund to the Advertiser that proportion of the amounts paid which relate to those Advertisements and/or impressions which were not provided or, if the relevant amounts were not paid by the Advertiser, agree that such amounts will not be due or payable. The Publisher shall not be liable for any indirect, special or consequential loss or damage arising from any failure to publish an Advertisement as agreed with the Advertiser, including, but without limitation, any late or incorrect publication, any non-publication or inaccurate reproduction of the
Advertisement, whether caused by the Publisher’s error or negligence or by any reason whatsoever. The Publisher shall not be liable whatsoever in respect of any error or omission in respect of publishing the Advertisement which is not notified to the Publisher in writing within one year of the actual publication date of the Advertisement.
13. The Advertiser may cancel any Contract 28 days prior to the agreed date of publication of the Advertisement. Cancellation will be effective when written notice is received by the Publisher. The Publisher may cancel any Contract five working days prior to the agreed date of publication of the Advertisement.
14. If the Advertiser cancels any Contract in accordance with Clause 13, he relinquishes any right to that series discount (if any) to which he was previously entitled and Advertisements will be paid for at the appropriate rate. A new invoice will be issued for any surcharges relating to Advertisements that have already been invoiced at the discounted rate. The payment date for any previous invoices remains unaffected.
15. Copy must be supplied by the Advertiser to the Publisher by the last day for receiving Copy as stated by the Publisher, failing this the Publisher cannot guarantee that proofs will be supplied or corrections made. Copy must be supplied to the Advertiser in the following terms;
a) All gif or 3rd party served creatives must be sent 7 working days prior to planned date of publication.
b) Rich media creatives must be sent 10 working days prior to planned date of publication.
c) Advertisers’ content (including but not limited to logos and trade marks) for inclusion in creatives to be produced by the Publisher must be sent 2 weeks prior to planned date of publication.
d) Advertisers’ content (including but not limited to logos and trade marks) for inclusion in content pages must be sent 10 working days prior to planned date of publication. For content pages and Publisher-produced creatives, the Publisher offers a maximum of two changes between receipt of the insertion order and publication. Any further changes will be charged additionally.
e) All ad creative/tags must be received by midday on the last working day prior to planned date of publication. Any Advertisements received after this time will have impressions deducted on a daily basis from the booked total for each day the Advertisement is late. A day is measured from midday one day to midday the next. E.g. if an Advertisement is received at 1pm on the planned publication date, 2 days’ penalty is measured.
Any Insertion Orders signed off that need to have start and/or end dates amended, will have up to [5 working days] prior to the campaign start date to do so. When a campaign has started, the end date may not be moved forward unless agreed to by the Publisher. If Copy instructions are not received by the last day for receiving Copy the Publisher reserves the right in its absolute discretion to repeat Advertiser’s existing Copy in its possession where
appropriate or where the Publisher does not hold any Copy to omit the Advertisement and to charge for the space reserved in accordance with Clause 8. For all Copy supplied, the Advertiser must adhere to the specification issued by the Publisher. In the event that the Advertiser’s files do not comply with the specification, the Publisher reserves the right in its absolute discretion to reject the Copy and the Advertiser will be asked to re-supply. If, due to time or other reasonable constraints, the Publisher has to repair or rectify the file, the Publisher may (at its sole discretion) notify the Advertiser and shall not be liable for any inaccurate reproduction of the Advertisement or any resulting costs whether direct or indirect.
16. Advertiser’s property, originals, artwork, type, mechanicals, positives etc are held by the Publisher at the owner’s risk and should be insured by the Advertiser against loss or damage from whatever cause. After performance of the Contract relating to such materials, the Advertiser shall be responsible for collecting all such materials which it requires from the Publisher’s premises, failing which, the Publisher reserves the right to destroy all artwork which has been in its possession for more than six months and no liability shall be attached to the Publisher in respect of such destruction.
17. All gross advertising rates are subject to the current Advertising Standards Board of Finance (ASBOF) surcharge, payable by the Advertiser in order to fund the system of self-regulatory control.
18. Advertisements will be published to the representation as provided by file (or other accepted medium) by the Advertiser and the Publisher shall not be liable for any lack of clarity or other error in representation that results from the representation of the Advertisement as it was provided by the Advertiser. Reasonable standard charges will be made to the Advertiser where production work of any kind is required to put the Advertisements in a form suitable for publication for any reason and at any stage. The Publisher will notify the Advertiser of such charges in writing upon receipt of advertising Copy.
19. Except as otherwise expressly agreed in the Contract, the Advertiser acknowledges that the Publisher has not made any guarantees with respect to usage statistics or levels of impressions for any Advertisement. The Publisher provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and the Publisher will not be held liable for any claims relating to any usage statistics however supplied. The Advertiser acknowledges that delivery statistics provided by the Publisher are the official, definitive measurements of the Publisher’s performance on any delivery obligations agreed in the Contract. No other measurements or usage statistics (including those of the Advertiser or a third party ad server) will be accepted by the Publisher or have bearing on this Agreement.
20. There is no obligation on the Publisher to supply screen shots and their absence shall not affect the Advertiser’s liability for the agreed charge.
21. Advertising Agents and Independent Media Buyers recognised by the Periodical Publishers Association are allowed agency commission at the rates quoted on the Rate Card provided payment for Advertisements is made in full by the due date. In the case of any advertisement placed by an advertising agency, the advertiser and the said agency shall be a party to the contract in respect of the insertion of such advertisement and shall be severally liable to the publisher in respect of all matters arising under the contract. The said advertising agency shall be responsible for making the advertisers aware of such liability and shall be deemed in all circumstances to be the agent of the advertiser.
22. The Advertiser expressly acknowledges that he has not relied on any representation made by or on behalf of the Publisher in entering the Contract.
23. These Conditions and all other terms of the Contract shall be construed in accordance with the Laws of England and the parties submit to the jurisdiction of the English courts.
TERMS & CONDITIONS ATTACHING TO MAGAZINE ADVERTISING CONTRACTS
1. The advertisement is accepted on the understanding that the relationship between the Advertiser and Metropolis (the Publisher) is governed by the conditions set out below. Unless specifically approved in writing by the Publisher, the conditions stipulated on an Advertiser’s order form or anywhere else shall be void.
Conditions which are contained in order forms other than those of the Publisher and which do not conform to, or are in addition to the Publisher’s conditions, will not be recognised as binding. Special conditions will be subject to express written agreement by the Publisher.
2. For the purpose of these conditions, ‘Advertiser’ shall refer to the contractual principal that is the party responsible for payment of charges arising from the publication of the advertisement.
Where appropriate, ‘advertisement’ includes; a loose or bound-in insert, electronic cards, product cards, advertorials, wall charts, year planner, list rental, telemarketing, round table and any other promotion within the portfolio.
Rates & Payment
3. Advertisement rates are subject to revision at any time and individual orders are accepted on condition that the price binds the Publisher only in respect of the next issue to go to press.
All gross display advertising rates are subject to the current Advertising Standards Board of Finance (ASBOF) surcharge, payable by the Advertiser in order to fund the system of self-regulatory control.
Advertisement rates are exclusive of value added tax, which will be added at the prevailing rate(s) when the advertisement is invoiced unless the rate is specifically stated to be inclusive of taxes.
In the case of any advertisement placed by an advertising agency, the advertiser and the said agency shall be a party to the contract in respect of the insertion of such advertisement and shall be severally liable to the publisher in respect of all matters arising under the contract. The said advertising agency shall be responsible for making the advertisers aware of such liability and shall be deemed in all circumstances to be the agent of the advertiser.
4. The advertiser must pay within 30 days after the date of the invoice. The publisher reserves the right (without prejudice to the publisher’s other rights and remedies) to charge interest on the past due uncontested amounts at an annual rate of 5% above the base rate of Bank of England for the time being in force.
5. The Publisher reserves the right to refuse any information submitted for publication, and in this respect the Publisher’s decision is final. All information is accepted subject to the Publisher’s approval of the copy and to the space being available.
6. The Publisher reserves the right to amend any copy where necessary.
If the Publisher considers it necessary to modify the space or alter the date or position of insertion, the Advertiser will have the right to cancel if such arrangements are unacceptable, unless such changes are due to an emergency or circumstances beyond the Publisher’s control.
7. The Publisher cannot stop orders, cancellation or transfers unless they are received in writing within 28 days. In the event of a late booking within 28 days of copy deadline the advertiser will have 48 hours to cancel the booking. If cancellations are not sent and received within the 28 days they will be considered null and void and full payment will still be required.
8. The Publisher cannot accept liability for any errors due to inaccurate copy instructions.
Charges will be made to the Advertiser where the printers are involved in extra production work owing to acts or defaults of the Advertiser or its agents. These charges will be in accordance with publicised rates current at that date.
9. If written copy instructions are not received by the agreed copy date, no guarantee can be given that proofs will be supplied or corrections made and the Publisher reserves the right to repeat the most appropriate copy.
10. Where the Publisher provides a Reader Enquiry Service for the benefit of its readers, it shall not be contractually bound to pass such enquiries to the Client/Advertiser or any other person.
11. The Publisher cannot accept responsibility for changes in dates of insertion and copy unless these are confirmed in writing and received by the Publisher in time for the changes to be made. The Publisher reserves the right to charge for any additional expenses involved in effecting such changes.
12. The Advertiser warrants that no Work:
(i) shall infringe or prejudice the rights of any third party (including without prejudice to the generality of the foregoing, intellectual property rights);
(ii) shall be defamatory of any third party;
(iii) shall constitute unfair competition or any like tort or civil wrong;
(iv) shall infringe any laws, regulations and voluntary codes of conduct within the countries within which the Work is to be used;
(v) shall infringe the British Code of Advertising Practice
13. And the Advertiser further undertakes to indemnify and to keep indemnified Metropolis Business Publishing against any costs, claims and expenses which result directly or indirectly from any breach of any of the above warranties.
14. In the event of any error, misprint or omission in the printing of the
Advertisement, except where attributable to a default by the Advertiser or its agents or where covered by Clause 6 above, the Publisher will make an adjustment to the cost. No re-insertion, refund or adjustment will be made where the error, misprint or omission does not materially detract from the advertisement. In no circumstances shall the total liability of the Publisher for any error, misprint or omission exceed:
(a) The amount of a full refund of any price paid to the Publisher for the advertisement in connection with which the liability arose, or
(b) The cost of a further or corrective advertisement of a similar type and standard to the advertisement in connection with which the liability arose.
Any complaint concerning the reproduction of an advertisement must be received in writing by the Advertiser within 28 Days of the publication date.
15. Advertisement copy must be supplied by the Advertiser or its agent in accordance with the mechanical data agreed with the Publisher.
16. Copy matter must conform to the Publisher’s requirements and charges may be made if the Publisher is involved in any additional work. Thus the cost of making duplicate films or any necessary reprographic or origination work on material which is not supplied in strict accordance with copy requirements, will be charged to the Advertiser.
17. If it is intended to include a competition or a special offer within an advertisement, full details should be submitted at the time of booking. Competitions and promotions must comply with the British Code of Sales Promotion Practice.
18. The Advertiser’s property and artwork etc. are held at its own risk and should be insured by the Advertiser against loss or damage from whatever cause. The Publisher reserves the right to destroy all artwork which has been in its custody for twelve months from the date of its last appearance.
19. Notwithstanding anything in the above which may provide to the contrary, neither the Publisher not the Advertiser shall be liable to one another for any loss or damage, consequential or otherwise, caused by or arising out of any Act of Parliament, Order in Council, Act of State, strike of employees, lock-out, trade dispute, enemy action, rioting, civil commotion, fire, force majeure, Act of God or other similar contingency beyond the control of either party.
20. These conditions and all other express terms of the contract shall be governed and construed in accordance with the Laws of England.