- In these terms attaching to advertising contracts (‘these Conditions’):
Eljays44 Limited trading as Garden Centre Retail magazine; and any of its subsidiary or joint venture companies including but not limited to:
- Garden Centre Retail Supplements
- The Wednesday Word
the person booking the advertising space, including advertising agents and independent media buyers which 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 on request.
‘Advertisement Copy’ means:
advertising material of whatsoever nature submitted to the Publisher by or on behalf of the Advertiser including loose ‘insert’ or other ‘insert’ where appropriate.
a legally binding booking accepted by the Publisher in accordance with Condition 2 for publication of an Advertisement.
‘Technical Specifications’ latest technical specifications can be provided on request by the production team.
‘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.
‘Monthly’ means magazines published monthly by the Publisher.
SUBMISSIONS AND PUBLICATION OF ADVERTISEMENT
- 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 effected by the Publisher issuing an Acknowledgement of Order Form or Order Confirmation.
- 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.
- 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 or Order Confirmation.
- All orders are accepted subject to acceptance of copy by the Publisher, 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.
- It is the Advertiser’s responsibility to check the accuracy 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 licence to reproduce and display the Advertisement (including all contents, trademarks 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.
- The Advertiser warrants that all copy submitted to the Publisher (including any linked website) is legal, truthful, honest and decent and otherwise complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant and applicable codes, guidance or regulations under the remit of the Advertising Standards Authority.
- The Publisher reserves the right at any time in its absolute discretion to require the Advertiser to amend any artwork, materials or copy for and relating to any Advertisement or to cancel any Contract or to omit or suspend an Advertisement (for example if it is libellous, 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 its 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 notwithstanding that the Advertisement has not appeared. Such cancellation, omission or suspension shall be notified to the Advertiser as soon as reasonably possible.
- The Advertiser warrants that any Advertisement in relation to any investment or financial promotion (as defined under the Financial Services and Markets Act 2000) has been approved by an authorised person within the meaning of the Act or the Advertisement is otherwise permitted under the Act, the Financial Promotion Order 2001 or any other legislation subordinate to the Act.
- All contents of Advertisements are subject to the Publisher’s approval.
- The Publisher does not undertake to review the contents of any Advertisement 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 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.
- Any complaints concerning the Advertisement from the Advertiser must be received in writing by the Publisher not more than 14 days after the publication date of the Advertisement. Complaints received after such time will not be entertained by the Publisher who shall have no liability in respect thereof.
- 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 option of the Publisher) to either:
- 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
- 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 one calendar month of the actual publication date of the Advertisement.
Cancellation for Monthly publication: The Advertiser may cancel any Contract by the first of the month, three months prior to the month stated on the cover of the issue in which the Advertisement was to be inserted. Cancellation will be effective when written notice is received by the Publisher.
- The advertiser may cancel any Contract without cause 30 days prior to the advertisement copy deadline stated by the production team for the month which the Advertisement was to be inserted.
- If the Advertiser cancels any Contract in accordance with Condition 13, except in the circumstances of cancellation as set out in Condition 8 above, it relinquishes any right to that series discount (if any) to which it was previously entitled and Advertisements will be paid for at the rate card rate stated within the media pack relevant to that year. 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.
- If the Advertiser fails to provide the Publisher with written notice of cancellation of the Advertisement by the relevant deadline, the Advertiser shall remain liable for payment of the Advertisement.
- 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 print the 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 Condition 8. For copy supplied, 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 may (at its discretion) 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 loose insert or other 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.
- Copy supplied to the Publisher by electronic means must be free from software viruses and any other malicious computer code or corruption which may harm the Publisher’s computer systems.
- 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, film, copy or other materials 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.
- 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 Condition 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.
- 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.
TERMS OF PAYMENT
- Unless otherwise stipulated by the Publisher, payment is due to be received from the Advertiser within 14 days from the date on the invoice.
- 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.
- 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 Advertisements 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 Advertisement bookings, and pending such payment to omit or suspend all or any Advertisements due to appear under an existing Contract with the Advertiser.
- Any advertising rates are subject to variation arising from any Government taxes and levies.
- Any queries concerning an invoice must be raised with our Accounts Department within 5 working days from the date of invoice.
- The Advertiser expressly acknowledges that it has not relied on any representation made by or on behalf of the Publisher, other than as set out in these Conditions, in entering into the Contract.
- The Advertiser may not assign or transfer any of its rights under these Conditions to any third party.
- 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.
- The Publisher and the Advertiser warrant that they will duly observe all their obligations under the Data Protection Act 1998 (as applicable) which may arise in connection with this agreement.
- Where the Advertiser, for the purposes of these Conditions, is an advertising agency, the Advertiser represents, warrants and undertakes that it has full authority to enter into the Contract on behalf of, and to bind, the company whose products or services are being promoted.
- The Publisher and Advertiser warrant that any information given to the other party which ought reasonably to be treated as confidential shall be treated as such and such information shall not be disclosed by either party without the prior written consent of the other.
- These Conditions shall constitute the entire agreement between the parties with regard to its subject matter and shall supersede all prior understandings, commitments and undertakings that either party may have given.
- 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.