In these Terms and Conditions;

 “Advertiser” means the person, firm or company which places Orders and shall include successors in title and assignees, any appointed Agency and any such Agency’s successors in title and assignees. Persons signing the Order shall be deemed to have authority to do so from the person, firm or company on whose behalf they are acting or purporting to act.  In cases of an Order placed by an Agency, Advertiser means both the Agency and the client on whose behalf the Agency acts.  In entering into this Agreement the Agency will be representing and warranting that they are authorised to enter into this Agreement on behalf of their client and that both the Agency and their client would be liable for the obligations of the Advertiser as set out in these terms and conditions of business.

“Advertisement” means the advertisement provided by the Advertiser which the Advertiser intends to be published in a Publication by the Publisher;

“Advertisement Copy” means any advertising materials submitted to the Publisher by the Advertiser;

“Agency” means any agency or agent appointed by, and placing Orders on behalf of, a person, firm or company:

“Intellectual Property”  means any rights granted to creators and owners of works that are the result of human intellectual creativity and these are to be recognised in any part of the world;

“Order” means the contract between the Publisher and the Advertiser on the basis of the detail on the order form and these Terms and Conditions of Business.  This agreement arises on the receipt by the Publisher of the signed Order form from the Advertiser;

“Publication” means any publication published by the Publisher to include both printed and electronic version.

“Publisher” means Kingfisher Media Ltd. 

 “The Order Form” means the Published Standard pro forma order document completed by the publisher and provided to the Advertiser.

“Cost of the Order” means the price to be paid by the Advertiser to the Publisher for the Advertisement.

1. Introduction

1.1 These Terms and Conditions apply to any Order placed by an Advertiser with the Publisher for publication of an Advertisement in a Publication.

1.2 By placing an Order, the Advertiser accepts these Terms and Conditions.

1.3 No other Terms or Conditions shall apply to any Orders, other than the details incorporated on the order form, unless they have been provided in writing and signed by or on behalf of both the Publisher and the Advertiser.

1.4 These Terms and Conditions shall prevail in the event of any inconsistency with any other Terms and Conditions arising under clause 1.3 above.

2. Order

2.1 Any Order placed by an Advertiser or its Agent must be submitted by using the official order forms of the publisher or any other format agreed to and specified by the publisher.

2.2 The Advertiser accepts that, for production reasons, the dimensions of any Advertisement may be varied by the Publisher should it be deemed necessary and unavoidable and that any such alteration will not give rise to a right of cancellation.

2.3 Where the Publisher (including any employees of the Publisher) has contributed to an Advertisement in a creative capacity (by reworking, amending or similar), any resulting copyright or resulting Intellectual Property shall vest in the Publisher.

2.4 The Advertiser undertakes to arrange appropriate insurance in respect of any materials provided by the Advertiser in relation to any Order.  Whilst the Publisher shall use reasonable endeavours to prevent damage to any material provided by the Advertiser in relation to any Advertisement, it shall not be liable for any loss, damage or delay in delivery thereof however or whenever suffered.  Unless the Advertiser has provided instructions to the contrary (in which case it shall be responsible for any associated costs) the Publisher reserves the right to destroy (without notice to the Advertiser) any such materials in its possession 6 months following the last date of inclusion in an advertisement.

2.5 The Advertiser acknowledges and agrees that whilst the Publisher will make every effort to position the advert in accordance with the Order, no guarantee or warranty can be given, and that any stated preference will not constitute a contractual term, warranty or representation.

2.6 The Publisher has the right to;

(a) make any alteration to Advertisements it considers necessary (including amendment to any artwork) in order that the Advertisement meets the requirements of the Publisher in relation to publication deadlines, technical specifications and limitations of the Publisher.  The alterations to Advertisements may also be required in order that they comply with all applicable laws and do not infringe Intellectual Property rights of any third party, without incurring any liability whatsoever to the Advertiser;

(b) decline to publish any Advertisement without giving any reason for so declining without incurring any liability whatsoever to the Advertiser;

2.7 The Advertiser acknowledges that the price quoted for display advertisements includes the creation of rough design through to and including finished artwork (not including the taking of photographs, the design of corporate logo styles, tint laying, or colour separations) and the submission of a proof for approval by the Advertiser prior to publication.  In the event of 2 proofs being rejected by the Advertiser, the Publisher reserves the right to make additional charges of £30 plus value added tax for any and every subsequent proof.

2.8 The Advertiser agrees that if the submitted proof has not been returned to the Publisher within 7 days of submission, either signed as approved, or accompanied by a letter signifying rejection of the proof, it shall be assumed to be correct and published accordingly.

3. Errors

3.1 The Advertiser shall supply the Publisher with copy details for the Advertisement/finished artwork and/or entry on or before the final copy date. The final copy date is the date defined  by the Publisher and notified to the advertiser or the agency.  If copy details are not supplied in accordance with the above, the Publisher may print the name, address, telephone number, and website details of the Advertiser as detailed overleaf, or at the Publishers absolute discretion omit the Advertisement and the Advertiser shall remain liable for the full space charges.

3.2 The Publisher will not be liable where an error, misprint, or omission has occurred in the printing of an Advertisement or part thereof, whether or not arising from negligence, save for this will not exclude or restrict liability for death or personal injuries resulting from the Publisher’s own negligence.

3.3 The Publisher shall not be liable in contract, TORT, or otherwise, for any loss (whether direct or indirect, of profits, business or other losses of any nature in respect of any matters subject to a claim under this agreement.

3.4 It is the responsibility of the Advertiser to check the Advertisement proof in relation to the Advertisement being placed and notify the Publisher immediately of any errors.  The Publisher shall have no responsibility or liability to the Advertiser in respect of repetition of errors included in any Advertisement unless notified within 7 days of submission.

4. Cancellation

4.1 The Publisher reserves the right, without incurring any liability, in respect of any loss or damage sustained by the Advertiser to cancel any Order, or part thereof, by giving reasonable notice to the Advertiser.

4.2 In the event of the Publisher cancelling the agreement prior to the Advert appearing, or otherwise in respect of any error or omission by the Publisher, then the Advertiser shall be entitled to a refund of or adjustment (with the Publisher deems reasonable) to the charge for the Advert.

4.3 The Publisher also reserves the right omit or refuse to publish, or to change the position of or suspend any Advertisement or any part thereof or series of Advertisements not withstanding the fact that the Advertisement has been accepted for publication, without incurring any liability in respect to any loss or damage sustained by the Advertiser.

4.4 Where any subsequent Orders are replaced by the Advertiser with the Publisher and the Publisher’s rates have changed, charges in relation to any subsequent Order(s) placed by the Advertiser shall be at the Publisher’s current rate.

4.5 Where the Advertiser wishes to cancel an Order (or part thereof), written notification of cancellation will need to be given within the applicable timeframes below, and the specified charge will be applied. The Publisher and Advertiser agree that the specified charge is fully representative of the loss that would be incurred by the Publisher upon cancellation;

(a) Cancellation by the Advertiser within 5 working days of the Order being placed will incur a charge of 25% of the cost of the Order in lieu of any work undertaken by the Publisher with regard to the Advertisement.

(b) Where the Advertiser attempts to cancel the Order after a period of 7 days has passed from the Order being received by the Publisher, then the full amount agreed under the Contract becomes due.

4.6 The Publisher shall charge interest on any unpaid amounts from the date payment fell due until receipt of the amount at a rate of 3% above the base rate of the Bank of England, which shall be charged daily and compounded per calendar month until such amount is received by the Publisher.

4.7 The Publisher reserves the right to levy an administration charge at the current or prevailing rate, details of which are available on request for each and every payment made by the Advertiser, either in full or partial settlement of an account where that payment is subsequently dishonoured.

4.8 It is specifically agreed between the parties that an error on the publication how so ever arising will not provide the advertiser with grounds to cancel the agreement or withhold payment or allege breach of agreement.

5. Warranty

5.1 The Advertiser warrants to the Publisher that it is the owner or otherwise authorised user of any Intellectual Rights containing or otherwise affecting, the Advert and shall indemnify from and against all proceedings, claims, demands and any other costs and expenses made or pursued against the Publisher in connection with the Advert, to include, but without prejudice to the generality, any such proceedings, claims, demands or costs and expenses made in respect of Intellectual Property rights, defamation, breach of any statutory enactment, or regulations made there under, or any other matter whatsoever. 

5.2 The Advertiser warrants that the goods and/or services advertised shall comply with any statutory and common law requirements applicable thereto from time to time and the Advertiser shall indemnify the Publisher against any costs, claims, demands and expenses in relation or respect of any infringement thereof.

6. Governing Law and Jurisdiction 

6.1 A person who is not party to the contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the contract.  This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

6.2 This contract and these Terms and Conditions shall in all respects be governed by English law and shall be deemed to have been made in England and the Publisher and the Advertiser, irrevocably agree to submit to exclusive jurisdiction of the English Courts.

7. Third Parties

Pursuant to the Contracts (Right of Third Parties) Act 1999 the Parties intend that no term of this agreement may be enforced by any person who is not a party to this agreement or a third party within the meaning of that act.

8. Variation

No variation or amendment of this Agreement or Oral promises or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

9. Entirety of Agreement

This Agreement constitutes the entire Agreement between the parties and all previous contracts express or implied between the Parties together with representations express or implied shall be terminated and have no binding effect.

10. Severance

Insofar as any term within this Agreement shall be held to be invalid the Parties agree that such term shall be severed from the Agreement and that all other Terms shall remain binding upon the Parties.