1. Acceptance of Advertisements
1.1 These Terms and
Conditions (the "Conditions") apply to all Advertisements
submitted to H Naviga Publishing Limited & Naviga Consumer Media Limited
and their associated companies (together the "Publisher")
for print or web publication in accordance with the Publisher's advertisement
confirmation order ("Advertisement Confirmation Order").
1.2 "Advertisement"
means any promotional material provided by or on behalf of the Advertiser
(which includes, without limitation, microsites).
1.3 The "Buyer"
is the person placing the order with the Publisher for the publication of the
Advertisement who agrees to be bound by these Conditions.
1.4 All
Advertisements will be paid for at the Publisher's standard rate card from time
to time in force (which is subject to change in accordance with Condition 7.4
below). All Advertisements are accepted on the condition that the price binds
the Publisher only in respect of the next issue or feature published.
1.5 The Buyer must
deliver to the Publisher all copy for the Advertisement in accordance with the
Publisher's technical specification and no later than the following dates: 21
days before the "on sale" date in respect of monthly and fortnightly
print publications; 7 days before the "on sale" date in respect of
weekly print publications; in respect of the draft copy of Advertisements for
the web, 14 days before the publication date on the relevant website; and in
respect of the final copy of Advertisements for the web, 4 days before the
publication date on the relevant website (the "Copy Deadline").
1.6 The Buyer
acknowledges and agrees that its obligation to pay for any Advertisement with
effect from the date of first scheduled publication shall not be affected
where, due to its failure to meet any Copy Deadline, the actual first date of
publication is later.
2. The Buyer agrees that:
2.1 the Buyer
contracts with the Publisher as principal notwithstanding that the Buyer may be
acting for an advertiser;
2.2 where the Buyer
is an agency, the Buyer warrants that it is authorised to place the
Advertisement with the Publisher and the Buyer will indemnify the Publisher
against any claim made against the Publisher arising from its publication;
2.3 in the case of
the Buyer changing any details in its application form for an account with the
Publisher ("Account Application Form") the Buyer will
give written notice to the Publisher within 5 working days (which means 9am to
5pm any day Monday to Friday inclusive other than Christmas Day, Good Friday,
bank and other public holidays) and complete a further Account Application Form
with the new details;
2.4 if requested by
the Publisher, the Buyer will arrange an undertaking accepting all liability
for orders placed by mail order ("Mail Order Advertiser's Undertaking")
to be executed by all persons whom the publisher requires;
2.5 all copyright
material contained in any Advertisement is cleared and paid for;
2.6 no
Advertisement infringes any intellectual property rights or other rights, or is
defamatory or indecent;
2.7 it has obtained
all usage rights for all names and images in the Advertisements;
2.8 all approvals
and consents in relation to any financial promotion (as defined under the
Financial Services and Markets Act 2000) have been obtained;
2.9 the Advertisement
complies with all Applicable Law (which means all UK and international laws and
regulations and all applicable industry standards, including those of Ofcom and
the ASA);
2.10 the Publisher
shall not be liable for the loss of any Advertisement copy;
2.11 any
information contained in the Advertisement is accurate, complete and true;
2.12 in respect of
Advertisements for the web, the Publisher's campaign report in respect of any
Advertisement or campaign of advertisements ("Campaign Report")
is final and is the sole campaign report which will be used in the assessment
or validation of any Advertisement or campaign of Advertisements. If the
performance of any Advertisement campaign falls below the expected cost per
milli-thousand ("CPM"), the Publisher in its absolute
discretion can choose to either extend the period of the Advertisement campaign
or charge the Buyer for the Advertisement on a pro-rata basis;
2.13 in respect of
loose and bound inserts, unless otherwise instructed by the Buyer, the
Publisher may after 14 days of publication destroy any inserts which for any
reason have not been inserted. In such circumstances, the Publisher will notify
the Buyer that it has destroyed its inserts and the Buyer will be liable for
the cost of publishing such inserts (notwithstanding their non-inclusion within
the publication) unless either (a) the printer has failed to insert the agreed
number of inserts; or (b) the number of inserts printed is less than the number
ordered.
3. The Buyer:
3.1 shall indemnify
and keep indemnified the Publisher against all proceedings, claims, demands,
damages, costs, expenses and any other liability whatsoever arising as a result
of the publication or broadcast of the Advertisement or from any breach by the
Buyer of these Conditions or Applicable Law;
3.2 where the Buyer
is an agency the Buyer will indemnify the Publisher against any claim made by
its principal(s) against the Publisher for any reason.
4. Notwithstanding Condition 2 above, the Publisher
shall be entitled to require the Buyer to amend any Advertisement, or refuse
(without notice) to publish any Advertisement in its reasonable discretion.
5. All rights in any material originated by the
Publisher shall belong exclusively to the Publisher.
6. The term for which the Buyer shall pay for
the Advertisement shall begin on the date scheduled by the Publisher as the
first date of publication of the Advertisement and not any delayed or postponed
publication date. The Publisher shall provide the Buyer with an invoice for
each order or orders, which the Buyer shall pay in cleared funds in advance of
the Advertisement's publication date, and the Publisher shall issue a VAT
receipt once payment is received. In respect of Advertisements for the web, if
the Advertisement is charged for based upon an agreed CPM, the cost will be
pro-rated from the date of publication. If the Publisher has previously agreed
to open a credit account for the Buyer, payment shall become due 30 days after
the date of the invoice. The Publisher may charge interest under the Late
Payment of Commercial Debts (Interest) Act 1998 on any unpaid amounts on a day to day basis from the date payment falls due until
receipt, plus an administration fee of £25.
6.1 All charges are
exclusive of Value Added Tax, which shall be payable at the rate from time to
time in force.
6.2 The Publisher
may, without prejudice to its other rights and remedies, refuse to publish any
Advertisement without any liability to the Buyer where the Publisher has not
been paid.
6.3 The Buyer shall
not set-off any amount against any invoiced amount hereunder.
6.4 The Publisher
may withdraw or adjust any discount given to the Buyer for a series of
Advertisements if the series is not completed for any reason.
7. The Publisher may at its discretion and
without notice to the Buyer at any time:
7.1 decline to
publish, or alter, suspend or change the position of any Advertisement;
7.2 charge the
Buyer where the Buyer fails to supply artwork, film, copy or other materials
either at all or by the applicable Copy Deadline, including where extra
production and colour processing costs are incurred;
7.3 destroy any
materials which have been in its possession for more than 6 months from the
date of their last use unless written instructions have been received from the
Buyer to the contrary;
7.4 change charges
and technical requirements at any time. Subject to Conditions 8 to 8.3 below,
if the Publisher increases the charges prior to publication, the Buyer may
(a) cancel the order
without surcharge by providing written notice to the Publisher of such
cancellation; or
(b) continue the
order at the revised charges.
8. The Publisher shall not be bound by a stop
order, cancellation or transfer of any Advertisement unless received by the
Publisher in writing either 14 working days before the date a weekly title goes
on sale or 28 working days before a fortnightly or monthly title goes on sale
(the "Deadline"). Any such instruction received after the Deadline
shall not (even if followed by the Publisher) affect the Buyer's liability to
pay for the Advertisement. The Publisher may at its absolute discretion change
the date that any title goes on sale without notice to the Buyer. The Publisher
may treat the fact that the Buyer is deemed unable to pay its debts within the
meaning of Section 123 of the Insolvency Act 1986 or any other breach of these
Conditions by the Buyer as a cancellation.
8.1 The Publisher
may offer any online inventory cancelled by the Buyer to a third party and the
Buyer will be liable for the cancellation charges set out in Condition 8.2
below:
8.2 In the event
that a Buyer cancels an online order the following cancellation charges apply:
a. cancellation at
least 20 days before the campaign start date - 0% of charges;
b. between 11 and
20 days before the campaign start date - 50% of charges;
and
c. less than 11
days before the campaign start date - 100% of charges;
to be payable within 30 days of the Publisher's invoice.
8.3 Where the Buyer
wishes to partially cancel any order, the charges set out above shall be pro rated to reflect the cancelled part.
9. The Publisher shall not be responsible or
liable for:
9.1 checking the
correctness of the Advertisement;
9.2 any error in
the Advertisement;
9.3 the wording or
quality of reproduction of the Advertisement;
9.4 the actual
positioning of the Advertisement;
9.5 the repetition
of any error in an Advertisement ordered for more than one insertion;
9.6 the distribution
of any publication in a specific geographical area;
9.7 the technical
failure of any electronic publication;
9.8 any loss caused
by any delay or failure by the Publisher to issue a publication on the due
date, or the suspension or cessation of any publication;
9.9 the Publisher’s
acts and omissions caused by anything beyond the Publisher’s reasonable control;
9.10 any other
liability in excess of the charge, the Advertisement or of publishing the
Advertisement for a second time without charge;
9.11 any failure to
comply with its obligations due to the act or omission of any third party,
subcontractor or service provider;
9.12 any
"live" matter trimming off outside the stated type areas (mechanical
specifications and upload instructions for all titles are available from the
production department.
10. Subject to Condition 9.2 above, if an
Advertisement contains an error caused by the Publisher, provided that the
Buyer gives written notice to the Publisher of such error within 5 working days
of its publication, the Publisher (in its absolute discretion) will give credit
to the Buyer for either
(i) the cost of the Advertisement containing the error; or
(ii) the cost of
publishing the Advertisement for a second time without charge (as applicable),
which the Buyer agrees shall be the Publisher's maximum liability. For the
avoidance of doubt, no credit will be given to the Buyer where it has failed to
provide notice to the Publisher in accordance with the terms of this Condition
10.
11. The placing of an order for the insertion of
an Advertisement shall amount to an acceptance of these Conditions; and any
terms in any order given by the Buyer shall have no effect.
12. These Conditions contain the whole agreement
between the parties and supersede any prior written or oral agreement between
them and the parties confirm that they have not entered into agreement on the basis of any representations that are not expressly
incorporated in these Conditions.
13. Nothing in these Conditions shall affect the
statutory rights of a Buyer who is a consumer.
14. These Conditions shall be governed by and
construed according to English law and the parties submit to the exclusive
jurisdiction of the English courts.