1. In these Conditions attaching to Online Advertising Contracts (‘these Conditions’): ‘Publisher’ means Immediate Media Co. Bristol and any of its subsidiary or joint venture companies as applicable 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. ‘Copy’ means all material provided by an Advertiser with the intention that such material should appear on the Publisher’s online property. ‘Advertisement’ means advertising messages to be displayed on a website, email or otherwise. ‘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.
2. 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 and receiving a signed insertion order.
3. 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.
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 insertion order.
5. All orders are accepted subject to acceptance of Copy by the Publisher, as indicated in Clause 8, 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 hereby grants a world-wide non-exclusive, fully paid license to reproduce and display the Advertisement (including all contents, trade marks and brand features contained therein). 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 Advertiser grants to the Publisher the express right to reproduce throughout the world screen shots of all or part of any Publisher’s property containing all or part of any of the advertising materials supplied by the Advertiser to the Publisher on or in any promotional or advertising material or campaign promoting or advertising the Publisher.
8. The Publisher reserves the right in its absolute discretion to cancel any Contract or to omit or suspend an Advertisement (for example if it is libelous, unlawful, defamatory, pornographic, socially unacceptable, insensitive or otherwise contrary to editorial policy). 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.
9. 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. The Publisher reserves the right at any time in its absolute discretion to
9.1 Reject or cancel any Advertisement, Order, URL link, space reservation or position commitment; or
9.2 Remove any Advertisement from any of the Publisher’s properties or any page.
10. Except as otherwise expressly provided, positioning of Advertisements within the Publisher’s properties or on any page is at the sole discretion of the Publisher, and the Publisher will not be prohibited from also carrying Advertisements for any product or business competitive to the product or business of the Advertiser.
11. The Publisher does not warrant the date or dates of insertion of the Advertisement(s) and does not warrant that the Advertisement(s) will not be displayed after the end date specified. However, the Publisher will use reasonable efforts to comply with the Advertiser’s wishes in these regards.
12. 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 (including failure to deliver the number of impressions provided in the Contract), whether through any failure (technical or otherwise) or negligent act or omission on the part of the Publisher or any third party, the Publisher’s liability will be limited (at the option 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 and for such time as is necessary to generate a number of substitute impressions equal to the shortfall, or (b) refund to the Advertiser that proportion of the amounts paid which relate to those Advertisements and/or impressions which were not provided or, if the relevant amounts were not paid by the Advertiser, agree that such amounts will not be due or payable. 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 one year of the actual publication date of the Advertisement.
13. The Advertiser may cancel any Contract eight weeks prior to the agreed date of publication of the Advertisement. Cancellation will be effective when written notice is received by the Publisher. The Publisher may cancel any Contract five working days prior to the agreed date of publication of the Advertisement.
14. If the Advertiser cancels any Contract in accordance with Clause 13, he relinquishes any right to that series discount (if any) to which he 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.
15. 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. Copy must be supplied to the Advertiser in the following terms;
a) All Gif or 3rd party served creative’s must be sent 2 working days prior to planned date of publication.
b) Rich media creative’s must be sent 5 working days prior to planned date of publication.
c) Advertisers’ content (including but not limited to logos and trade marks) for inclusion in creatives to be produced by the Publisher must be sent 2 weeks prior to planned date of publication.
d) Advertisers’ content (including but not limited to logos and trade marks) for inclusion in content pages must be sent 5 working days prior to planned date of publication. For content pages and Publisher-produced creatives, the Publisher offers a maximum of two changes between receipt of the insertion order and publication. Any further changes will be charged additionally.
e) All ad creative/tags must be received by midday on the last working day prior to planned date of publication. Any Advertisements received after this time will have impressions deducted on a daily basis from the booked total for each day the Advertisement is late. A day is measured from midday one day to midday the next. E.g. if an Advertisement is received at 1pm on the planned publication date, 2 days’ penalty is measured.
Any Insertion Orders signed off that need to have start and/or end dates amended, will have up to 5 working days prior to the campaign start date to do so. When a campaign has started, the end date may not be moved forward unless agreed to by the Publisher.
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 8. For all Copy supplied, the Advertiser must adhere to the specification issued by the Publisher. In the event that the Advertiser’s files do not comply with the specification, 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 time or other reasonable constraints, the Publisher has to repair or rectify the file, the Publisher may (at its sole discretion)notify the Advertiser and shall not be liable for any inaccurate reproduction of the Advertisement or any resulting costs whether direct or indirect.
16. Advertiser’s property, originals, artwork, type, mechanicals, 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 six months and no liability shall be attached to the Publisher in respect of such destruction.
17. All gross advertising rates are subject to the current Advertising Standards Board of Finance surcharge payable by the Advertiser. Where orders are placed by an Advertising Agency or Independent Media Buyer, the Agency or Media Buyer will be responsible for collecting this surcharge and paying it to the Advertising Standards Board of Finance. Where the person booking the Advertisement is not an Advertising Agency or Independent Media Buyer the Publisher will calculate the appropriate surcharge at the current rate and pay this direct to the Advertising Standards Board of Finance. Without prejudice to the indemnity contained in Clause 6, the Advertiser will indemnify the Publisher for any claim made against it in respect of the non payment by the Advertiser of such surcharges to the Advertising Standards Board of Finance.
18. Advertisements will be published to the representation as provided by file (or other accepted medium) by the Advertiser and the Publisher shall not be liable for any lack of clarity or other error in representation that results from the representation of the Advertisement as it was provided by the Advertiser. Reasonable standard charges will be made to the Advertiser where production work of any kind is required to put the Advertisements in a form suitable for publication for any reason and at any stage. The Publisher will notify the Advertiser of such charges in writing upon receipt of advertising Copy.
19. Except as otherwise expressly agreed in the Contract, the Advertiser acknowledges that the Publisher has not made any guarantees with respect to usage statistics or levels of impressions for any Advertisement. The Publisher provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and the Publisher will not be held liable for any claims relating to any usage statistics however supplied. The Advertiser acknowledges that delivery statistics provided by the Publisher are the official, definitive measurements of the Publisher’s performance on any delivery obligations agreed in the Contract. The processes and technology used to generate such statistics have been certified and audited by an independent agency. No other measurements or usage statistics (including those of the Advertiser or a third party ad server) will be accepted by the Publisher or have bearing on this Agreement.
20. There is no obligation on the Publisher to supply screen shots and their absence shall not affect the Advertiser’s liability for the agreed charge.
21. TERMS OF PAYMENT
(a) Unless otherwise stipulated by the Publisher, payment is due to be received from the Advertiser by the end of the month 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 3% per month on overdue amounts.
(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.
(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 on 12 separate occasions for an individual website or any websites 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.
(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.
22. If the number of Ad Impressions in any month appears likely to exceed the Ad Impressions Booked, Immediate Media Co. Bristol will notify the Client Contact and seek to agree:
(i) whether to reduce the average number of pages on the relevant site which will include an Advertising Banner for the remainder of the month so that the number of Ad Impressions does not exceed the Ad Impressions Booked; or
(ii) whether to permit the Ad Impressions Booked to be exceeded with a pro rata increase in the Net Fee due from the Client in respect of that month.
23. If the number of Ad Impressions in any month is less than the Ad Impressions Booked, the deficit will be carried over to the next month and aggregated to the target number of Ad Impressions for that month.
24. If at the end of the Campaign Period there is an aggregate deficit in the number of Ad Impressions compared with the Ad Impressions Booked over the entire Campaign Period, Immediate Media Co. Bristol and the Client will meet to agree a mutually acceptable settlement and, if no other agreement is reached, Immediate Media Co. Bristol will reimburse a portion of the Net Fee to the Client in respect of the deficit pro-rated according to the Basis of Fee.
25. If there is disagreement between the parties regarding the number of Ad Impressions served, for example if the Client engages a third party to serve, where the discrepancy is +/- 10% Immediate Media Co. Bristol figures will be used. Otherwise the discrepancy will be dealt with on a case by case basis.
26. Advertising 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.
27. The Advertiser expressly acknowledges that he has not relied on any representation made by or on behalf of the Publisher in entering the Contract.
28. 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.
29. 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.