Terms and Conditions – General
For terms and conditions on advertising sales, see below
In this Agreement the following terms shall have the following meanings:
“CPL” shall mean Cambridge Publishers Ltd, its subsidiary and associated companies, all staff, agents and other persons authorised to act in the name of CPL and such subsidiary and associated companies, and all assigns and successors to the same
“Work” shall mean all goods, services and other work to be carried out or supplied by CPL under this contract including but not limited to consultancy, editorial, design, reprographics, printing and distribution and shall apply equally to both services and goods including printed publications and web pages or any other form of electronic publications and editorial copy or any other goods supplied by CPL
“Customer” shall mean the party that is placing an order for Work with CPL, including all staff, agents and other persons authorised by the Customer to act in the Customer’s name
“Writing” shall mean communication by letter, fax or email
“Conditions” shall mean these terms and conditions and any changes agreed in Writing by an executive Director of CPL
“Publication Brief” shall mean document QM.FM-004 issued by CPL under its quality management system describing the Work in operational detail and formally committing CPL to a price “Parties” shall mean CPL and the Customer together, each a “Party”
“Contract” shall mean the Conditions as they apply to the Work and as supplemented by any Publication Brief
“Sign Off” shall mean the formal acceptance and approval in Writing of Work by the Customer or by any of the Customer’s duly appointed responsible project managers overseeing CPL’s supply of Work and specifically authorised to Sign Off. For the avoidance of doubt, if the Customer wishes to specify which of its project managers may or may not Sign Off, it hereby undertakes to do so in Writing to CPL and well in advance of each and every specific occasion when Sign Off is required. Hence also “Signed Off”.
- Work is accepted by CPL on the understanding that the relationship between the Customer and CPL with regard to the Work shall be governed exclusively by the Contract, which except as described in 4. shall not exist until CPL has despatched to the Customer a Publication Brief describing and declaring a price for the Work, and that Publication Brief has been signed and returned to CPL by the Customer. Acceptance of the Publication Brief by the Customer shall signify that the Customer has read and understood both the Publication Brief and the Conditions, accepts that they together shall form the Contract governing the Work, and agrees to be bound by the Contract. The Publication Brief shall supersede and replace all previous estimates and quotes supplied by CPL to the Customer, whether delivered in writing or orally, and CPL shall not be bound by such previous estimates and quotes in any way whatsoever nor by any statements made in negotiations or discussions where such statements are not encapsulated in the Contract.
- Where the Publication Brief or other quote or contract as described in 4. is at odds with the Conditions on a specific issue, the Publication Brief shall prevail. Where the Publication Brief is silent on an issue covered in the Conditions, the Conditions shall prevail. In all cases, the Contract shall prevail over any terms, conditions or other stipulations carried on a Customer’s order form, purchase order, terms and conditions or other document relating to or purporting to relate to the Work.
- Any typographical, clerical, or other error or omission in any Publication Brief shall be subject to correction without any liability on the part of CPL, which shall be entitled to issue a fresh Publication Brief for re-signing by the Customer. Where CPL reissues a Publication Brief, CPL shall not be bound in any way whatsoever by the superseded Publication Brief.
- From time to time CPL may agree with a Customer a separate quote or contract in Writing and written either by the Customer or by CPL governing Work. Such quote or contract whether signed by the Customer or not shall have the same effect as a Publication Brief and shall therefore form part of the Contract in exactly the same way as the Publication Brief.
- The Customer shall contract for the Work as principal and shall be liable under the Contract as principal except where it fully discloses to CPL in Writing and prior to the issue of the Publication Brief that it is acting as agent for a third party principal. If the Customer seeks for whatever reason to change its status from principal to agent during the lifetime of the Contract, it shall immediately inform CPL in Writing and if deemed necessary by CPL a fresh Publication Brief may be issued. If the Customer fails to declare at any stage that it is acting as an agent and not as principal then it hereby accepts full liability for all payments and responsibilities under the Contract, and the Customer’s directors, owners or partners hereby accept personal liability without limit for all payments and responsibilities under the Contract and shall act personally and without limit as guarantors for such payments.
- CPL undertakes to exercise reasonable care and skill in carrying out Work and to carry out Work to a standard compliant with relevant established professional standards current in the publishing industry. The Contract shall specify each and all of the tasks required to be performed by CPL to complete Work, and where the Customer asks or expects CPL to carry out tasks not specified in the Contract it hereby agrees to pay for them at the rate of £60 an hour plus materials, unless the Parties agree a different price and terms for so doing and confirm them in Writing on each and every occasion.
- CPL shall not be liable or responsible and shall be held harmless and blameless by the Customer for any errors, technical problems, third party complaints, loss of quality, delays, costs, damages, losses or cancellations caused directly or indirectly or consequentially whether entirely or in part by the supply by the Customer or the Customer’s staff or suppliers or by any third parties appointed or nominated or approved by the Customer of inadequate or unsatisfactory or legally unsafe or unfit for the purpose materials or content to be used in Work, including but not limited to editorial copy, information to be included in Work, advertisements, logos or illustrations, or by the late or insufficient supply of such materials or content by the Customer or the Customer’s staff or suppliers or by any third parties appointed or nominated or approved by the Customer, or by the failure of the Customer or the Customer’s staff or suppliers or by any third parties appointed or nominated or approved by the Customer to meet any dates, mileposts, timetables or other schedules agreed between the Parties, or by any late or unexpected or otherwise significant alteration to the extent or nature or content of Work by the Customer, or by the issuing to CPL of any inaccurate, incorrect or unreasonable operational instructions by the Customer or the Customer’s staff or suppliers or by any third parties appointed or nominated or approved by the Customer.
- CPL hereby undertakes to make all reasonable efforts to keep to dates, mileposts, timetables and other schedules relating to Work agreed between the Parties. Notwithstanding the former, CPL shall not except as otherwise specified elsewhere in the Contract be held liable for any failure to meet such dates, mileposts, timetables or schedules, and shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly or consequentially whether entirely or in part out of any delay in the completion of Work.
- CPL shall not be held liable or responsible and shall be held harmless and blameless by the Customer for any errors, technical problems, third party complaints, loss of quality, delays, costs, damages, losses or cancellations caused directly or indirectly or consequentially whether entirely or in part by force majeure including but not limited to any failure, interruption or degradation of any third party telecommunications network or system or the Internet or any part of it, strike, lock out, labour disturbance, government action, riot, terrorist act or threat of such, armed conflict, incident involving pollution or environmental hazard or threat of such, accident, loss, fire, criminal act, epidemic, sickness, extreme of weather or event of nature, unavailability of raw materials or of normal means of transport, default or failure of CPL’s suppliers or sub-contractors, Act of God or any other factor whatsoever beyond CPL’s reasonable control.
- Where Work involves printing, CPL hereby undertakes to use all reasonable efforts to shall ensure that the Work is carried out to a reasonable commercial standard such that the printed products are fit for the purpose for which they are intended, and where such a reasonable commercial standard has been reached the Customer shall be liable to pay for the Work in full and as described in the Contract. Where the Customer has concerns about the quality or properties of paper used for printing, it must specify in advance and via the Contract the stocks to be used, and may require CPL to supply samples of stocks prior to signing to help inform its decision. The Customer hereby accepts that printing as a mass production process may from time to time create blemishes or inconsistencies or minor faults in printed product and agrees that such blemishes or inconsistencies or minor faults shall not form a reason for non-payment in full and as described in the Contract for the Work. Where the Customer is particularly concerned about the final quality of a printed product or has a specific quality or other requirement for a printed product over and above a reasonable commercial standard, it shall so notify CPL on each and every occasion in Writing detailing its requirements and shall if requested by CPL attend the printing of the product at its own expense and Sign Off each element of the product at each stage including printing, binding, collation and packing. The Customer notes that printing as a mass production process may result in up to 5% overrun or underrun of copies, and that mailing activities may likewise incur wastage of printed product of up to 5%, and hereby accepts that it has been formally advised by CPL to specify a safety margin in the print run of 10% extra copies. Any reprinting or other costs, damages, losses or cancellations arising from the Customer’s failure to specify such a printing safety margin shall be borne entirely by the Customer, which shall hold CPL harmless and blameless throughout.
- Sign Off shall signify the acceptance without reservation by the Customer of full legal commercial and financial responsibility for the Work covered by the Sign Off and the Customer shall hold CPL harmless and blameless for any errors or omissions or shortfalls subsequently discovered howsoever and by whomsoever caused. As such, Sign Off shall also form a binding commitment by the Customer to pay in full and as described in the Contract for the Work so Signed Off. The Parties note that some Work may require more than one Sign Off as various stages of production are completed, and in such cases each Sign Off shall be treated as a complete and separate stage. The Customer understands that, where Work involves printed product, it should Sign Off on the final product only after viewing either printers’ page proofs (which are an accurate high-resolution representation of content and colours) or printers’ digital proofs (which are an accurate high-resolution representation of content but not colours) or online images of pages drawn from the RIP files used to make printing plates (which are an accurate low-resolution representation of content but not colours). Depending upon the accuracy and degree of colour-matching required for the Work, the Customer should choose whichever of the above proofing methods is most appropriate for its needs. The Customer hereby agrees that where it neglects or declines to use such proofing methods before Sign Off, it does so against CPL’s specific advice and is solely and entirely responsible for any adverse legal commercial or financial consequences arising from errors or omissions or shortfall in the printed Work howsoever and by whomsoever caused.
- The prices laid out in the Contract shall remain fixed by CPL throughout the lifetime of the Contract except for any increases or extra charges specified in the Contract or otherwise as agreed by the Parties and confirmed in Writing or in the circumstances described in clause 6 and except for any increases in the price of paper used for printing which shall be properly documented to the Customer by CPL and passed on at cost only.
- VAT shall be added to CPL’s prices where and as required by law.
- Credit terms may be offered by CPL to the Customer at CPL’s entire discretion. CPL may from time to time freely adjust any credit terms set out in the Contract in the light of the Customer’s payment or trading record, or as a result of ongoing credit checks or the taking up of trade or banking references provided that such adjustments are notified in Writing to the Customer by an Executive Director of CPL on each and every occasion. The Customer notes and hereby agrees that it may therefore be required to pay in full via cleared funds for Work prior to delivery of such Work, or may be required to make staged payments as Work completes each stage of production, or may be required to pay for materials such as paper in advance or to make part or full payment in advance of Work commencing in which case the Customer may freely elect to set up a properly administered escrow account using the services of a High Street UK bank of its choice. The adjustment or denial of credit terms by CPL shall not under any circumstances allow the Customer to vary or terminate or rescind or otherwise alter the Contract.
- The Customer hereby agrees to pay CPL’s invoices promptly via cleared funds within the credit terms being extended by CPL at the time of issuing of the invoice except as may be varied on a case by case basis and confirmed in Writing between the Parties, and hereby agrees that late payment without such prior agreement shall entitle CPL to charge interest on the sums due in accordance with the provisions of UK law and/or to suspend any or all Work being carried out or scheduled under the Contract (including Work other than that covered by the overdue invoice or invoices) without any penalty whatsoever until payment in full of all outstanding invoices is made and/or to alter credit terms as described in clause 14.
- Where the Customer wishes to query or dispute part or all of an invoice issued by CPL, it must do so in Writing within seven days of receipt of the invoice. The Customer hereby agrees that if it fails to so notify CPL within the seven days then it must pay the invoice in full and within terms. Where only an element of an invoice is disputed, the payment of the remainder of the invoice must be carried out as described in clause 15.
- Ownership in any element of Work, included Title in any printed goods supplied, shall not pass to the Customer until all payment for the Work concerned has been made in full to CPL.
- Where the Customer seeks to reduce Work below the quantity or frequency described in the Contract for whatever reason, such that there is a quantifiable loss of revenue to CPL, then the Customer hereby agrees that unless otherwise agreed between the Parties and confirmed in Writing it shall within 30 days of such reduction pay compensation to CPL amounting to 25% of the total loss of revenue arising from such reduction across the entire remaining period of the Contract. Where the Customer cancels the Work altogether, unless otherwise agreed between the Parties and confirmed in Writing it hereby agrees that it shall pay CPL compensation of 25% of the total loss of revenue arising from such cancellation across the entire remaining period of the Contract or £5,000, whichever is the greater, plus any materials and third-party costs incurred or committed to by CPL at the time of cancellation, as well as settling all CPL invoices relating to Work completed or in progress at the time of cancellation.
- CPL warrants that Work shall be to the standard described in clause 6. CPL’s liability under this warranty shall be limited to repairing or redoing the relevant Work or to a refund of the price of the relevant element of the Work.
- CPL hereby undertakes to maintain a recognised and valid professional indemnity insurance policy covering its activities on behalf of the Customer under the Contract, with a minimum cover of £1,000,000 per episode. A copy of the professional indemnity policy shall be furnished to the Customer for inspection should it so require. CPL’s total liability to the Customer under or arising out of the Contract shall in any case be limited to the value of the Work described in the Contract and in no circumstances shall CPL be liable to the Customer for any consequential, indirect or economic loss or damages, or for any loss of profit, goodwill, revenue, business or anticipated savings.
- The Customer shall be responsible for satisfying itself as part of Sign Off that all material published as part of Work is legally safe and commercially fit for publication in the territories where it is due to be distributed or viewed. For the avoidance of doubt, this responsibility includes deciding whether to seek expert legal opinion as to whether articles, photographs, advertisements or any other content whatsoever carried in any publication or other element of Work are legally safe to publish. Any failure by the Customer to so satisfy itself shall render the Customer liable to indemnify CPL and hold CPL harmless against all proceedings, claims, losses, costs (including professional fees), damages and expenses which may be incurred or suffered by CPL directly or indirectly or consequentially as a result of such failure.
- If any part of the Contract or the Conditions is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from the Contract or the Conditions which will otherwise remain in full force and effect.
- Either Party shall be entitled to terminate this Agreement immediately on giving 30 days’ notice by Special Delivery or Registered Post (“Notice of Termination”) to the other Party at its main place of business if: the other Party holds any meeting with or makes a composition or arrangement with its creditors or puts a proposal to its creditors for a voluntary arrangement for a composition of its debts or a scheme of arrangement; or the other Party has a supervisor, receiver, administrator, administrative receiver or other encumbrancer take possession of or appointed over or has any distress, execution or other process levied or enforced (and not discharged within seven days) upon the whole or any substantial part of its assets; or the other Party ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (ignoring any requirement in that section to prove a matter to the satisfaction of the court); or the other Party is presented with a petition for bankruptcy or has a meeting convened to consider a resolution for the making of an administrative order against it, or its winding up, bankruptcy or dissolution (other than for the purposes of a solvent amalgamation or reconstruction). If the Party sending the Notice of Termination be the Customer, it shall be entitled at once to receive all Work in progress together with all paper, hard copy and digital files associated with the Work relevant to the Contract, regardless of whether such Work has been paid for.
If the Party sending the Notice of Termination be CPL, it shall be entitled to sell, take possession of, take ownership of, enjoy the perpetual benefit of, or otherwise dispose of Work in its possession or planned unless it has received by the end of the 30 days payment in full from the Customer or any supervisor, receiver, administrator, administrative receiver or other encumbrancer or agent working on behalf of the Customer or its creditors for all outstanding invoices including any fresh invoices for Work in progress but not yet completed and issued along with the Notice of Termination.
- Each Party hereby undertakes not to disclose to any person or third party any confidential information relating to the business affairs, commercial and marketing intelligence of the other Party both during the period of the Contract and thereafter for a period of three years, with the exception of any information which is published or otherwise in the public domain.
- The Contract in no way shall prevent or exclude CPL from seeking other Work of any kind whatsoever from third parties whether competitors of the Customer or otherwise except as shall be specifically described elsewhere in the Contract.
- The Contract shall be binding upon and shall inure to the benefit of each Party’s successors and assigns.
- The Contract is not intended to benefit any third party and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby excluded in full.
- No failure or delay by either of the Parties in exercising any right, power or privilege under this Contract shall operate as a waiver thereof nor shall the single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
- The Contract may be terminated immediately in the event of either Party committing a clear material breach of any of the provisions of the Contract which it fails to remedy to the reasonable satisfaction of the other Party within 30 days of receiving a written notice sent to the other Party’s main place of business by Special Delivery or Registered Post giving particulars of the breach and a description of the reasonable remedy required to repair the breach. If the Party accused of committing a clear material breach does not agree that such breach has occurred, it may within the 30 day period require that the dispute be taken to the Centre for Effective Dispute Resolution for arbitration, and the Parties hereby agree that they shall each be bound by any such arbitration and that they shall each bear their own costs arising from this process.
- The Contract and the Conditions shall be governed by and interpreted according to the Laws of England and Wales and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.
- CPL does not accept responsibility for changes made to email messages after they were sent. While all reasonable care has been taken to avoid the transmission of viruses, it is the responsibility of the recipient to ensure the onward transmission, opening or use of electronic communication and any attachments will not adversely affect its systems or data.
Advertising Terms and Conditions
- In these Conditions
- ‘The Publisher’, as used in these conditions, namely means the Publisher of the publication and shall include the company operating the advertisement department for the Publisher and who CPL are authorised to represent.
- ‘Advertisement’ means any kind of promotional or advertising material that is printed or to be printed as part of one or more of the magazines or newspapers published by one or more of the Publishers on a page or inserted or any such material that is to be published by electronic means via any website, mobile or sponsorship, branding or exhibiting at an event of one or more of the Publishers.
- ‘Publication’ means any newspaper, magazine, sponsorship, insert, event or any other media or associated services specified (including any supplement for which no charge is made to its recipient and which is published whether regularly or occasionally as part of or in association with the newspaper or magazine) or any publication, website, digital medium, event or sponsorship where the Advertisement is to appear or has appeared in accordance with the Advertisement Confirmation Order.
- ‘The Buyer’ means the person placing the order with the Publisher for the publication of the Advertisement or for any other goods or services offered by the Publisher, whether such person be the advertiser of the product or service promoted thereby or making the announcement therein (the “Advertiser”) or the Advertiser’s advertising agency or media buyer.
- ‘The Rate Card’ means the rate card from time to time in force which is used by the particular Publisher and as such may include (amongst other things) the particular Publisher’s scale of advertisement rates and also technical specifications relating to the standard and quality of reproduction of the Advertisement including its setting style and wording.
- “Media Pack” means the media pack whether printed or digital in effect for the time being for the relevant Publication and may include, among other things, its rate card, mechanical and technical specifications and copy and cancellation deadlines.
- ‘Working Days’ means 9am to 6:00pm any day Monday to Friday inclusive other than Christmas Day, Good Friday, bank and other public holidays
- ‘Copy Deadline’ means the latest date (as shown on the Advertisement Confirmation Order) by which the Buyer is obliged to give the Publisher full instructions and copy for carrying out the Buyers order, or, if none, in the current Media Pack for the relevant Publication.
- “Advertisement Confirmation Order” means the written confirmation provided by the Publisher to the Buyer confirming acceptance of the Buyer’s order.
- Where the context so admits, words importing the one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
- “Written” or “Writing” means any written communication including letter, fax, e-mail and all similar means of communication.
- The Buyer warrants to the Publisher that:
- The Buyer contracts with the Publisher as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser or in any other representative capacity.
- In the case of the Buyer changing name, trading style, identity or any other details disclosed in the Account Application Form the Buyer will give written notice to the Publisher within 5 working days thereof and complete a further Account Application Form with those new details.
- All colour and mono copy will be delivered to the Publisher within the specified Copy Deadline.
- The reproduction and/or publication of the Advertisement by the Publisher in the form originally submitted by the Buyer (or as amended pursuant to condition 3 below) will not breach any contract with a third party or infringe any copyright, trademark or other personal or proprietary right or render the Publisher liable to any proceedings whatsoever.
- In the case of any Advertisement submitted for publication by the Buyer which contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person and any material by which any living person may be identified, then the Buyer or the Advertiser has obtained the authority of that living person to make use of his name, identity, representation and/or copy
- In relation to any financial promotion (as defined under the Financial Services and Markets Act 2000),the Advertiser is, or its contents have been approved by, an authorised person within the meaning of that Act or the Advertisement is otherwise permitted under that Act, under the Financial Promotion Order 2001, or under any other legislation subordinate to the Act.
- The Advertiser hereby indemnifies the Publisher against any claim, damage or expenses arising from any claim for breach of copyright in respect of any advertisement inserted in space booked by the Buyer.
- The Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) for the time being in force or applicable to the United Kingdom; and
- All advertising copy submitted to the Publisher is legal, decent, honest and truthful, and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority.
- All advertising copy submitted is subject to approval by The Publisher and they shall be entitled at anytime to refuse without notice to publish any Advertisement.
- The Buyer has retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisements to the intent that the Publisher shall not be liable for the loss of any of these items.
- Any information supplied in connection with the Advertisement is accurate, complete and true.
- Where the Buyer is the Advertiser’s advertising agency, the Buyer warrants that it is authorised by the Advertiser to place the Advertisement with the Publisher and the Buyer will indemnify the Publisher against any claim made by the Advertiser against the Publisher arising from the publication thereof.
- Notwithstanding Condition 2 above the Publisher shall be entitled to require the Buyer to amend any artwork, materials and copy for and relating to an Advertisement, or refuse to publish any Advertisement without notice or reason, or for the purpose of:
- Complying with the legal or moral obligations placed on the Publisher or the Buyer or the Advertiser; or
- Avoiding the infringement of the rights of any third party or the British Code of Advertising, Sales Promotion and Direct.
- Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority; or The production and quality specifications stipulated on the Rate Card.
- Payment for any Advertisement or any other goods or services must be received in clear funds in advance of publication unless the Publisher has previously agreed to open a credit account for the Buyer; and
- Where a credit account is opened then payment of the account shall become due 15 days after the date of the Publisher’s invoice and the Buyer will ensure that payment is received by the Publisher no later than this due date.
- All rates and charges payable under this contract are exclusive of Value Added Tax which shall be payable in addition at the rate from time to time in force.
- If the Buyer
- Fails to pay the Publisher’s invoice in accordance with Condition 4 above; or
- Is in breach of any obligation under this contract then: in either case the publisher shall be entitled to terminate this contract immediately (without prejudice to any remedy available to the publisher for any antecedent breach) and in any such event, the outstanding balance owed by the buyer shall become due and payable immediately; and
- The Publisher shall be entitled to:
- Charge interest on the outstanding balance at the rate of 4% above the base rate of Barclays Bank Plc accruing from day to day from and including the date that the invoice became due for payment until the date it is paid in full (whether before or after judgement)
- Charge an administration fee of £25 if any cheque drawn in its favour by the Buyer in purported satisfaction of any unpaid invoice is dishonoured on presentation
- Instruct a debt collection agency (apart from solicitors) to recover any sum due and in that case all charges incurred by the Publisher as a result of such instruction shall be payable by the Buyer in any event.
- Notwithstanding clause 5.3.1 alternatively claim interest and compensation at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002
- The Publisher shall be entitled to withdraw, or adjust at its discretion, any discount given to the Buyer for the publication or intended publication of a series of Advertisements if the series is not completed because of any stop order or cancellation by the Buyer or by the Publisher.
- All advertising material originated by the Publisher remains the Publisher’s copyright.
- Where The Publisher or its agents are involved in extra production work because of any act or default of the Advertiser or its agents or because of any error in the Advertisement as supplied by the Advertiser or as a result of any Copy Changes that the Advertiser requests The Publisher to undertake or in order to render the Advertisement publishable, the Buyer agrees to pay for this work at the rate of £30 per hour (minimum charge £30 per episode). These charges will be added to the invoice for the Advertisement.
- The Publisher reserves the right at its entire discretion and without notice to the Buyer at any time:
- To decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion.
- To charge the Buyer for any extra production and colour processing costs because of any omission by the Buyer to supply artwork, film, copy or other materials of sufficient quality to fill the space booked.
- To charge the Buyer in any event where the Buyer fails to supply artwork, film, copy or other materials including where no extra production and colour processing costs are incurred.
- To destroy all artwork, film, copy or other materials which have been in its possession for more than 6 months from the date of their last use by the Publisher unless written instructions have been received from the Buyer to the contrary.
- To change its scale of advertisement rates at any time.
- To change any matters shown on its Rate Card or Media Pack.
- The Publisher shall not be bound by a stop order or cancellation or transfer of the Advertisement unless it is received by the Publisher in writing. Any request for a stop order, cancellation or transfer must be in writing and acknowledged by the Publisher. Cancellations will be accepted in accordance with the Publishers cancellation policy below and the Buyer acknowledges that these charges represent a genuine pre-estimate of CPL’s losses:
- Cancellation requests received less than 28 working days before first publication, or the Copy deadline which ever is sooner will incur a charge/fee of 100% of the original booking value payable by the Advertiser within 7 days of acceptance by the Publisher.
- Cancellation requests received more than 28 working days before first publication, or the Copy deadline which ever is sooner will incur a charge/fee of 50% of the original booking value payable by the advertiser within 7 days of acceptance by the publisher.
- As an alternative to cancellation, the Publisher on request may agree at their discretion to transfer the value of the Advertisers booking(s) into other titles of the same value if deemed both amicable and suitable to the Publisher.
- Series discounts apply to advertisement orders placed in advance and completed within 12 months of date of first insertion. Failure to complete a series may result in a surcharge.
- With regard to the actual or intended insertion of an Advertisement in any Publication the Publisher shall not be responsible to the Buyer for:
- Checking the correctness of the Advertisement in the form it is received from the Buyer.
- Any error in the Advertisement in the form it is received from the Buyer.
- The wording or quality of colour or mono reproduction of the Advertisement.
- The actual positioning of the Advertisement in the publication.
- The repetition of any error in an Advertisement ordered for more than one insertion.
- The distribution of the publication in a specific geographical area.
- The failure, corruption, interruption, virus or mal-function of any system of electronic publication by means of electronic storage or retrieval equipment or via the Internet on any website.
- Any loss whatsoever caused by any delay or failure by the Publisher to issue the publication on the due date, or the Publisher’s discretion to suspend the publication or cease the publication altogether.
- The payment of any damages or other compensation for breach of contract because of the Publisher’s failure to perform any of its obligations under this contract if such failure is caused by anything beyond the Publisher’s reasonable control (that is to say as a result of force majeure) including terrorism, strikes, lock-outs, or other industrial actions or trade disputes, whether involving the Publisher’s employees or those of any third party.
- Any other matter of complaint, claim or query (whether in relation to the Advertisement or the invoice) unless raised with the Publisher in writing within 5 working days following the insertion of the Advertisement or at the date on which it is claimed the Advertisement was intended to appear or the receipt by the Buyer of the invoice giving rise to it, provided that the Publisher’s liability is limited to a maximum at its option of giving a credit for its charge to the Advertisement or (in an appropriate instance) of publishing the Advertisement for a second time without charge. Such complaint, claim or query shall not affect the liability of the Buyer for payment by the due time of the Publisher’s charges for that and all other advertisements.
- Any failure to comply with its obligations if such failure is due to the act or omission of any third party on whom the Publisher may rely in order to procure Publication.
- Where the Buyer has undertaken to supply inserts, which have been accepted and approved by the Publisher, the Publisher reserves the right to charge the rate agreed if they fail to arrive at the agreed time and place for insertion. Furthermore unless the Buyer has agreed to pay any excess postage, the Publisher reserves the right to withdraw the insert in the event of a higher postage rate being applied. When a Publisher does refuse to accept inserts the cost incurred in producing inserts shall be borne by the Buyer.
- Copy must be supplied without application from the Publisher. In the event of the copy instructions not being received by the copy date the Publisher reserves the right to repeat the copy last issued.
- Where the Advertiser has undertaken to supply inserts, which have been accepted and approved by the Publisher, the Publisher reserves the right to charge the rate agreed if they fail to arrive at the agreed time and place for insertion. Furthermore unless the Advertiser has agreed to pay any excess postage, the Publisher reserves the right to withdraw the insert in the event of a higher postage rate being applied. When a publisher does refuse to accept inserts the cost incurred in producing inserts shall be borne by the Advertiser.
- The Publisher reserves the right to increase advertisement rates at any time or to amend the terms of contract as regards space or frequency of insertion. In such event the Advertiser has the option of cancelling the balance of a contract without surcharge.
- If copy supplied for lineage Advertisements exceeds the space ordered, the Buyer will be liable for the additional cost on a pro rata basis.
- Subject to Condition 12 above, if an Advertisement contains an error caused by the Publisher then provided the Buyer gives written notice to the Publisher of the error in the Advertisement:
- Within 5 working day of its publication in the case of a single order; or
- Before the Copy Deadline for its next insertion in the case of a series order the Publisher will at its discretion give the Buyer credit for the cost of the Advertisement containing the error or of publishing the Advertisement for a second time without charge (if appropriate) and to that extend such concession shall be the Publisher’s maximum liability.
- The Publisher shall be entitled (without prejudice to any other remedy available) to treat this contract as repudiated if the Buyer:
- Being an individual dies or makes any voluntary arrangement with his creditors or his estate becomes subject to an administration order or he becomes bankrupt.
- Being a company has a receiver appointed to manage its assets or it enters into liquidation (other than for the purpose of amalgamation or reconstruction).
- Allows an encumbrancer to take possession of any of its property or assets.
- Ceases or threatens to cease to carry on business.
- The Buyer shall indemnify and keep indemnified the Publisher against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably forseeably as a result of the publication of the Advertisement or any breach of the Buyer’s obligations under these conditions or implied by law.
- The placing of an order for the insertion of an Advertisement shall amount to an acceptance of these conditions; and any stipulations contained in an order given by the Buyer shall be void and of no effect insofar as such stipulations are inconsistent with these Conditions or the Rate Card or the Advertisement Confirmation Order.
- These terms together with such additional terms in the Rate Card and the Advertisement Confirmation Order 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 this agreement on the basis of any representations that are not expressly incorporated in this agreement.
- This contract shall be governed by and construed according to English law and the parties submit to the exclusive jurisdiction of the English courts.