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BOYZ ADVERTISING TERMS AND CONDITIONS
Merrywell London Ltd
1 In these Conditions attaching to Advertising Contracts (‘these Conditions’): ‘Publisher’ means Merrywell London Ltd, the publisher of Boyz magazine and its associated website boyz.co.uk 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. ‘Advertisement’ includes magazine display adverts, small ads, loose ‘insert’ or other ‘insert’ where appropriate as well as website banners, MPUs and other digital advertising. ‘Technical Specifications’ means the technical specifications set out with all bookings as requested. Please refer back to the Technical Specifications each time you are submitting a new advertisement to ensure that the Technical Specifications are up to date. ‘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. ‘Weekly and monthly’ means magazines published weekly and monthly by the Publisher.
2 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.
3 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 an Acknowledgement of Order Form/written confirmation or email.
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 Publisher’s Acknowledgement of Order Form/written confirmation or email.
5 All orders are accepted subject to acceptance of copy by the Publisher, as indicated in Clause 7, 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 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 Publisher reserves the right at any time in its absolute discretion to cancel any Contract or to omit or suspend an Advertisement and need give no reason. Reasons for an Advertisement being cancelled or omitted can include for example if it is libellous, unlawful, defamatory, breaks pornographic laws, socially unacceptable, insensitive or otherwise contrary to the Publisher’s company or editorial policy and which includes the Publisher’s best interests. 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.
8 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. If the Publisher considers it necessary to modify space or alter the date or position of insertion or make any other alteration it shall notify the Advertiser of this as soon as it reasonably can.
9 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, whether through any failure or negligent act or omission on the part of the Publisher or any third party, the Publisher’s maximum liability to the Advertiser shall be limited (at the discretion 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; or (b) refund to the Advertiser the amount of any payment made for the Advertisement concerned. 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 7 days of the actual publication date of the Advertisement.
10 Cancellation for Weekly and Monthly: The Advertiser may cancel any Contract by the Monday of the week that is six weeks prior to the distribution date of the issue in which the Advertisement was to be inserted; it is eight weeks for the Monthly. Cancellation will be effective when written notice is received by the Publisher. The Publisher may cancel any Contract by the Thursday seven calendar days previous to the date on the cover of the issue in which the Advertisement was to be inserted.
11 If the Advertiser cancels any Contract in accordance with Clause 10, except in the circumstances of cancellation as set out in Clause 8 above, he relinquishes any right to that series discount (if any) to which it 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.
12 The Publisher shall not be bound by a stop order or cancellation or transfer of the advertisement unless it meets the requirements specified elsewhere on the rate card. Advertising specifications and any such instruction otherwise than prior to the deadline therefore shall not (even though it be followed by the Publisher) affect the Advertiser’s liability for payment for the advertisement. The Publisher may treat as a cancellation after the deadline the fact that the Advertiser is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is otherwise in breach of any of these conditions.
13 In circumstances where, at the Publisher’s discretion, the Publisher arranges to supply proofs of Advertisement copy to the Advertiser, all 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. 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 7. For copy supplied via electronic means, the Advertiser must adhere to the Technical Specifications issued by the Publisher. In the event that the Advertiser does not comply with the Technical Specifications, 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 technical, time or other reasonable constraints, the Publisher has to repair or rectify the file, the Publisher will notify the Advertiser and shall not be liable for any inaccurate reproduction of the Advertisement or any resulting costs whether direct or indirect. In the case of bound insert advertising, if the Advertiser fails to adhere to the Insert Delivery Instructions issued by the Publisher, the Publisher reserves the right in its absolute discretion to omit the Advertisement and to charge for the Advertisement in full notwithstanding that the Advertisement has not appeared.
14 i) The copyright for all purposes in all artwork, copy and other material which the Publisher or his employees have originated or reworked shall vest in the Publisher. (ii) The Publisher is hereby authorised to record, reproduce, publish, distribute and broadcast (or to permit the same) all advertisements (including but not limited to text, artwork and photographs) and to include and make them available in any information service, electronic or otherwise.
15 Advertiser’s property, originals, artwork, type, mechanicals, digital files and proofs, 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 three months and no liability shall be attached to the Publisher in respect of such destruction.
16 There is no obligation on the Publisher to supply voucher copies or tear sheets and their absence shall not affect the Advertiser’s liability for the agreed charge. Voucher copies or other acceptable facsimile illustrating publication of advertisements can be made available on request.
17 TERMS OF PAYMENT
18(a) Unless otherwise stipulated by the Publisher, payment is due to be received from the Advertiser within 28 days following the date of invoice. If the Advertiser defaults in making payment of any sums by the due date, the Publisher reserves the right to require immediate payment for all advertising space booked by the Advertiser (failing which the Publisher shall be entitled to terminate the Contract forthwith by written notice to the Advertiser) and to require payment in advance for future bookings, and pending such payment to omit or suspend all or any Advertisements due to appear under an existing Contract with the Advertiser. The Publisher reserves the right to impose a surcharge of 4% per month on overdue amounts.
19 (b) Advertising Agents and Independent Media Buyers not recognised by the Periodical Publishers Association and Advertisers placing business direct will be required to pre-pay the account two weeks prior to the final copy date for each Advertisement.
20(c) The Publisher may in its discretion provide account facilities to a non recognised Advertising Agent, Independent Media Buyer or direct Advertiser once he has pre-paid and demonstrated a good payment record for insertions in 12 separate issues for an individual publication or publications published by the Publisher. Any credit will only be granted after obtaining satisfactory banking, trade and credit reference agency clearance and the Advertiser will be informed by the Publisher once it is ready to provide such account facilities.
21(d) The Advertiser shall not set-off or claim to set-off for any reason whatsoever any sum or amount whether in dispute or agreed which may be payable by the Publisher to the Advertiser against any sum or amount whatsoever payable by the Advertiser to the Publisher.
22Advertising 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.
23 The Advertiser expressly acknowledges that he has not relied on any representation made by or on behalf of the Publisher in entering the Contract.
24 All editorial for and about an Advertiser is placed at the decision of the editor and the managing director. No editorial can be assumed to be supplied from an Advertisement being booked or published.
25 No person who is not a party to this Contract has any right under the Contracts (Right of Third Parties) Act 1999 to enforce any part of this Contract.
26 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.