Terms and Conditions for the Sale of Advertising Space in the Magazine TV4 Life
The following Terms and Conditions apply to the sale of Column Space supplied by TMH Outdoor Services Limited.
Definitions
In these Terms and Conditions the following words and expressions shall have the following meaning:
"Column Space" - the column space for the Editorial sold by the Supplier in respect of the Magazine.
"Client" - the person, firm or company with whom the Contract is made by the Supplier.
"Editorial" - any advertisement, article, manuscript or other submission for which the Column Space is sold to the Client for publication in the Magazine.
"Contract" - the contract between the Supplier and the Client under which the Column Space is to be supplied by the Supplier to the Client.
"Documentation" - all necessary text, artwork, transparencies, solicited manuscripts, proofs or other materials and logos required for the Editorial.
"Intellectual Property" - All patents, trade and service marks, designs, typographical rights, registered designs, copyrights (including all copyrights in any drawings, specifications, manuals, designs and computer software), know-how and other confidential information and all other intellectual property rights and rights of a similar character in any part of the world.
"Magazine" - TV 4 Life published bi-monthly by the Supplier
"Scheduled Publication Date" - the day on which the Magazine will be published.
"Supplier" - TMH Outdoor Services Limited of 10 St Peters Court Colchester Essex CO1 1WD
References to the singular include the plural and references to the masculine include the feminine and vice versa.
1. The Contract
The Supplier contracts on these conditions only, and acceptance by the Supplier of any order from a Client shall be upon these conditions and shall override any other Terms and Conditions stipulated or incorporated by the Client in any negotiations or order unless previously confirmed in writing by the an authorised officer of the Supplier.
2. Confirmation of Contract
2.1 No contract exists between the Client and the Supplier until the Supplier has received and accepted a written confirmation of the order for Column Space signed by the Client which details the Column Space ordered, the Scheduled Publication Date, the price charged by the Supplier, [together with the details of any additional expenses which are known at the time] and details of when invoices will be rendered together with any other information that the Supplier deems to be relevant.
2.2 In the event that the Supplier does not receive a written confirmation of the order signed by the Client, but the Client submits Documentation to the Supplier in accordance with clause 3, the Client will be deemed to have accepted the Contract with the Supplier for publication of the Editorial in the Magazine and will be bound by these Terms and Conditions.
3. Performance of the Contract
3.1 The Client shall submit the Documentation to the Supplier at least 4 weeks prior to the Scheduled Publication Date. The Supplier may at its discretion accept Documentation after this deadline but failure to provide the Documentation by this time may result in the Editorial not being published in the Magazine. All Documentation is supplied at the Client's risk.
3.2 The Supplier shall be responsible for the layout of the Magazine. The Supplier shall endeavour to use the Documentation in the format supplied by the Client, however the Supplier reserves the right to alter any of the Documentation in the event that there are difficulties using the Documentation in the layout of the Magazine. In the event that it is necessary to alter any of the Documentation the supplier shall consult with the Client prior to the Scheduled Publication Date.
3.3 Except in accordance with clause 3.4 the Supplier shall be responsible for proof reading the Editorials. If the Client wishes to proof read its Editorial prior to the Scheduled Publication Date, the Client must inform the Supplier in writing at the time of placing the order for Column Space. The Supplier cannot guarantee that the Client will be able to proof read its Editorial if the Documentation is not submitted in accordance with clause 3.1.
3.4 If the Client wishes for the Supplier to design its Editorial, the Client should inform the Supplier of this in writing at the time of placing the order for Column Space which must be at least 4 weeks prior to the Scheduled Publication Date. The Client will be charged an additional fee for carrying out the design of the Editorial, which will be stated on the written confirmation of order unless the Client is informed otherwise by the Supplier. The Client will be afforded the opportunity to proof read its Editorial prior to the Scheduled Publication Date. Any alterations that the Client wishes to make to the proof of the Editorial must be given to the Supplier immediately, and in any event no later than 1 weeks prior to the Scheduled Publication Date.
4. Price
4.1 Estimates or quotations stated on the written confirmation of order of the price payable for the Column Space shall remain open for acceptance by the Client within [28] days of the estimate or quotation date. After the [28] day period the Supplier may withdraw the estimate or quotation and substitute a revised estimate or quotation as necessary.
4.2 The price of Column Space is as stated on the written confirmation of order and is [net] of Value Added Tax at the appropriate rate.
4.3 Quotations stated on the written confirmation of order cover only the Column Space specified on the written confirmation of order. The Client's correction to any Documentation once submitted to the supplier, including alterations in style and the cost of additional proofs necessitated by such corrections, will be added to and will form part of the price and will be charged for and paid for at the Supplier's then current rate. When style, type of layout is left to the Supplier's discretion, changes requested by the Client will be charged and paid for a the Supplier's then current rates.
5. Cancellation
5.1 Any cancellation of a Contract by the Client must be in writing addressed to the Supplier at least 4 weeks prior to the Scheduled Publication Date. No cancellation of a Contract can be made after this date. In the event that the Client cancels the Contract the Client agrees to indemnify the Supplier against any costs or expenses that the Supplier has already incurred in respect of the performance of the Contract.
5.2 The Supplier may cancel the Contract in the event that []
6. Payment
6.1 Invoices shall be delivered to the Client immediately following the Scheduled Publication Date. The Supplier reserves the right to require payment for the Column Space at the time that the written confirmation of order is returned by the Client, or at the time Documentation is submitted to the Supplier in accordance with clause 3.1.
6.2 Payment shall be due from the Client immediately upon receipt of the invoice by the Client. Payment shall be made by cheque or BACS.
6.3 In the case of payment not being receiving within [28] days of the date of the invoice, the Supplier may charge interest and compensation under the Late Payments of Commercial Debts (Interest) Act 1998 to the Client on the amount overdue calculated on a daily basis at the statutory rate per annum until payment is made, whether before or after judgment, without prejudice to any other rights of the Supplier.
7. Intellectual Property
7.1 All Intellectual Property rights subsisting in any material supplied by the Supplier in publishing the Magazine shall be the property of the Supplier.
7.2 The Client shall be responsible for obtaining any necessary licences that are required for the legitimate exploitation of a third party's Intellectual Property rights in all Documentation and all material supplied by the Client for use during the performance of the Contract..
8. Supplier's Warranty
The Supplier warrants and agrees that:
8.1 The services of the Supplier shall be provided with reasonable skill and care.
8.2 The warranty given in Clause 7.1 above is given in lieu of and shall be deemed to exclude all other warranties and conditions, whether expressed or implied, whether arising from common law, statute or otherwise.
8.3 The Supplier is committed to producing a likely, motivational and informative publication. Every care is taken to preserve the integrity of the Magazine in line with biblical revelations. Readers are encouraged to judge everything for themselves. The Clients offer a diversity of view, their opinions are their own and not necessarily shared by the Supplier or any of its agents. Advertising appearing in the Magazine does not depict the Supplier's endorsement.
9. Client's Obligations
9.1 The Client shall at its own expense supply the Supplier with all of the Documentation. The Client shall ensure the accuracy of all such Documentation.
9.2 In the event that the Client has proof read its Editorial prior to the Scheduled Publication Date the Client shall be solely liable for any inaccuracies or mistakes in the Editorial once it is published in the Magazine. In the event that the Client does not proof read the Editorial prior to the Scheduled Publication Date, the Supplier shall only be liable for any inaccuracies or mistakes in the Editorial once it is published if the Editorial is different to the Documentation supplied by the Client, and that difference is due to the fault of the Supplier. Any liability of the Supplier will be subject to clause 10.
10. Liability
10.1 The Supplier's liability for breach of any warranty shall be limited to providing Column Space free of charge in a subsequent Magazine to the original value of the Contract. The Client accepts that this limitation on liability is reasonable in all the circumstances.
10.2 In no event shall the Supplier be liable to the Client for indirect or consequential loss or damage.
10.3 In no event shall the Supplier be liable to the Client or any third party for any direct or consequential loss arising out of the production, or the content of the Editorial.
10.4 The Client shall be liable for all direct and consequential loss arising from any breach of its obligations arising under these Terms and Conditions.
10.5 The Client warrants and agrees that nothing contained in the Editorial breaches any third party's rights, any rights in Intellectual Property or contains any material of an illegal or defamatory nature and the Client shall indemnify the Supplier from and against all costs, claims, demands, expenses and all liability which the Supplier may sustain, pay or incur arising out of the Client's breach of this warranty.
10.6 The Supplier shall not be required to print any matter which in its opinion is or may be of an illegal or defamatory nature or which may give rise to any liability on its part.
11. Force Majeure
The Supplier shall be entitled to delay or cancel any Contract if it is prevented from or hindered in or delayed through any circumstances beyond its reasonable control including but not limited to strikes, lock-outs, accidents or war, unavailability of power at the point of supply or breakdown in equipment.
12. Data Protection and Privacy Policy
12.1 By agreeing to be bound by these Terms the Client consents to the Supplier collecting, storing and processing certain personal data about the Client, and where the Client is a Company about its servants or agents.
12.2 The data will be used to provide the Column Space and for the purposes set out below. Other than as set out below, the data will not be used other than in the normal course of the Supplier's business.
12.3 The Supplier may disclose information about the Client to its financiers, credit reference and debt recovery agencies, and third party service providers. They will add this information to their records and this may be seen by other organisations that carry out credit assessment searches.
12.4 The Supplier may disclose the Client's information to a person to whom it proposes to transfer its rights and/or responsibilities under any contract with the Client to which these conditions apply or to whom the Supplier transfers its business or a relevant part of its business. Such a person shall be entitled to process the Client's data in the same manner set out in these conditions.
13 General
13.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
13.3 In the event that any dispute or difference between the parties arising out of or in connection with these Terms cannot be agreed the matter shall first be referred to mediation in accordance with the mediation procedures of IDR Europe Ltd. The mediator shall be agreed on by the parties and failing such agreement within 15 days of a party requesting the appointment of a mediator and suggesting a name, the mediator shall be appointed by the President for the time being of the Suffolk and North Essex Law Society. Unless otherwise agreed the cost of mediation shall be borne by the parties equally. The use of mediation shall not be construed under the doctrine of laches, waiver or estoppel, to affect adversely the rights of either party.
13.4 English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English courts.