1. Basis of Contract
In these Conditions “the Company” shall mean Love Shrewsbury and the "Advertiser" shall mean either an advertising agency where an advertising agency is used or any person, partnership or company and/or its agent placing orders for an insertion of an advertisement in the website provided or commissioned by the Company (the “Order”). Where an advertising agency is used the relationship between the Company and the agency is that the Order is and shall be treated as issued by the Advertiser as a principal and there shall be no contract between the Advertiser’s client and the Company, nor shall the Advertiser’s client be able to claim upon the contract of the agency with the Company. The placing of an Order will be subject to these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Advertiser purports to apply to any quotation, Order acknowledgement or any other document issued by the Advertiser).
2. Acceptance of the Advertisement and Booking Orders
2.1 Advertisements are accepted subject to space being available in the website; and subject to the status of the Advertiser itself.
2.2 Advertisements must not contain any reference to the Company, or any of their associated companies, products, brands or logos which is, in the sole opinion of the Company, likely to imply that the Company is sponsoring, endorsing or in any way connected with the Advertiser or the proprietors of other material contained in the advertisement.
2.3 The Company reserves the right to refuse advertisements that in the sole opinion of the Company are similar in any way to the editorial style of any website produced by the Company.
2.4 The Company has at its absolute discretion the right to omit, suspend or change the position of any advertisement accepted for insertion and the right to make any alteration it considers necessary or desirable in an advertisement, including repeating the most appropriate copy if necessary, or to require copy to be amended to meet its approval.
2.5 Any bookings made verbally by the Advertiser shall be conditional upon and subject to acceptance by the Company pursuant to the conditions set out in this Agreement.
3. Content of Advertisements and Advertiser’s Warranties
3.1 The Advertiser warrants it has the full power and authority to enter into and perform the terms of these Conditions and has not entered into any arrangement which in any way conflicts with these Conditions or inhibits restricts or impairs its ability to perform its obligations under these Conditions.
3.2 The Advertiser warrants that the placing of an Order for the insertion of an advertisement in any the Company website will:
3.2.1 comply with the Trade Description Act 1968 and 1972 (including any statutory re-enactment or modification thereof), The Financial Services Act 1986 and any other relevant legislation;
3.2.2 not contain any material that shall infringe any copyright, right of trademark, right of privacy, right of publicity or personality or any other right of any other nature of any person, or be obscene or libellous or blasphemous or defamatory, and that the advertisements do not incorporate any third party source material, or otherwise legally actionable under any civil or criminal laws in force in any legal jurisdiction or which might bring the Company into disrepute;
3.2.3 be legal, decent honest and truthful so as to comply with the British Code of Advertising practice (for the time being in force) consumer protection legislation and other codes under the general supervision of the Advertising Standards Authority; and
3.2.4 be no claims, demands, liens, encumbrances or rights of any kind in the advertisements resulting from any act or omission of the Advertiser, which can or will impair or interfere with the rights of the Company, and that nothing contained in the advertisements, nor any use of it, will violate any right of any third party.
4.1 Payment for advertisements is to be made no later than the terms of credit agreed on the invoice.
4.2 The Company reserves the right to charge interest on any monies due which shall be in arrears and unpaid. Such interest will be calculated upon the amount owing at a rate equivalent to 4% per annum above the base rate of Lloyds Banking Group plc. in the United Kingdom for the time being in force.
4.3 Any queries or dispute relating to any invoice issued by the Company must be raised by the Advertiser within one week of receipt otherwise the invoice will be deemed accepted.
4.4 Advertisement rates are subject to increase at any time without notice to the Advertiser. Advertisers have the option to cancel without surcharge or continue at the revised rates.
4.5 Where the Advertiser has undertaken to supply material for the advertisement and such material has been accepted by the Company, we reserve the right to charge the full rate agreed for the advertisement if such material fails to arrive at the agreed time, place or in suitable condition and to repeat the most appropriate copy. Copy must be supplied without application from the Company.
4.6 The Company has the right to request a credit search on the Advertiser (this will be a search on the Advertiser’s business whether the business be a company, sole trader or partnership) in order to determine whether to continue with the Advertiser’s Order.
4.7 Charges will be made to the Advertiser where the printers are involved in extra production work owing to acts or defaults of the Advertiser.
5. Liability and Indemnity
5.1 The Company will not be liable for any loss or damage direct or consequential, occasioned by error in the insertion of or omission to insert any advertisement, or for late or early publication of an advertisement, and/or the magazine or failure to perform any other obligation whether occasioned by negligence, or otherwise save in cases occasioned by the direct negligent act of the Company in which case compensation may be negotiated up to a maximum of the cost of the space booked and paid by the Advertiser.
5.2 The Advertiser shall indemnify the Company against any claim, cost, loss, damage, and/or expense that the Company may incur as a direct or indirect consequence of the Company publishing the advertisement in accordance with the copy instructions supplied by the Advertiser. In any case where a claim is made against the Company and where an Advertiser may ultimately be liable under the terms hereof, notice in writing shall be given to the Advertiser in order that consultation shall take place before any expense is incurred or the claim settled, defended or otherwise disposed of to the Advertiser’s detriment.
5.3 The Company will not be liable for any damage or loss of any material supplied for the purposes of an advertisement caused by negligence or otherwise.
5.4 The Company will not be liable for any loss or damage direct or consequential, occasioned by error in the positioning of or omission to publish any Advertisement or for late publication of an Advertisement or failure to perform any other obligation whether occasioned by negligence or otherwise.
5.5 The Company will not accept any responsibility for loss of circulation or ineffectiveness of any advertisement owing to circumstances beyond its direct control.
5.6 Any matter of complaint arising out of the publication of an advertisement must be raised in writing with the Company.
6.1 All cancellations of Orders must be in writing in accordance with clause 8.5 below. The Company will not be bound by notice of stop orders, cancellations or transfers of advertisements received less than two weeks before the copy deadline date for the website.
6.2 If an Advertiser cancels the balance of a contract (except in the circumstances set out in clause 4.5) the Advertiser relinquishes any right to any series discount to which they were previously entitled.
7.1 The Company shall have the right to terminate these Conditions upon the giving of written notice to the Advertiser in the event of any of the following events:
7.1.1 if the Advertiser commits any material breach of its obligations under these Conditions which, in the case of a breach capable of remedy, is not remedied within 10 days of service of a notice specifying the breach and requiring it to be remedied;
7.1.2 if the Advertiser holds any meeting with or proposes to enter into or has proposed to it any arrangement or composition with its creditors (including any voluntary arrangements as described in the Insolvency Act 1986); has a receiver, administrator, or other encumbrance take possession of or appointed over or has any distress, execution or other process levied or enforced (and not discharged within seven days) upon the whole or substantially all of its assets; is unable to pay its debts as defined under Section 123 of the Insolvency Act 1986;
7.1.3 if the Advertiser undergoes a change of Control and for the purposes of this Clause 7.1.3 “Control” has the meaning specified in Section 416 of the Income and Corporation Taxes Act 1988.
7.2 Termination of these Conditions for whatever cause shall not cancel any indebtedness of the Advertiser to the Company under these Conditions and shall be without prejudice to any rights of the Company accrued before termination.
8.1 These Conditions set out the entire agreement and understanding between the Advertiser and the Company in connection with the sale of advertisements to the Company and shall supersede and replace all documentation previously issued by the Advertiser purporting to set its terms and conditions of the sale of the advertisements.
8.2 If at any time one or more of the clauses of the Conditions is held to be or becomes void or otherwise unenforceable for any reason under applicable law, the same shall be deemed omitted from the Conditions and the validity and/or enforceability of the remaining provisions of the Conditions shall not be affected or impaired as a result of that omission
8.3 Neither party is appointed nor authorised to act as the legal agent of the other and, as expressly set out in these Conditions, neither shall make any commitments or representations on behalf of the other. Neither party is the partner of the other and no partnership is created by these Conditions
8.4 the Company shall be entitled to assign or license the whole or any part of its rights under these Conditions to any subsidiary or associate company of the Company and in such event all of the representations, warranties and undertakings on the part of the Advertiser contained in these Conditions shall inure for the benefit the subsidiary or associate company and, if such subsidiary or associate company undertakes direct with the Advertiser to comply with the obligations of the Company to the Advertiser (but not otherwise), then with effect from the date of such undertaking, the Company shall have no further liability to the Advertiser.
8.5 Any notice given under these Conditions must be in writing and sent by registered post to the Company’s registered office. Notices shall be deemed received at the expiration of three business days if delivered by registered post or at 10am local time of the recipient on the next business day following dispatch is sent by facsimile. To prove service of any notice it shall be sufficient to show in the case of a notice served by post that the same was duly addressed prepaid and posted in the manner set out above. In the case of a notice given by facsimile transmission, it shall be sufficient to show that it was dispatched in a legible and complete form to the correct telephone number without any error message provided that a confirmation copy of the transmission is sent to the recipient by post in the manner set out above. Failure to send a confirmation copy will invalidate the service of any facsimile transmission.
8.5.1 Advertisers must inform the Company within five working days of any change in address of their place of business and / or a change of address in their advertising clients.
8.6 The Advertiser may not set off any claims against any monies payable to the Company under these Conditions unless agreed beforehand in writing with the Company.
8.7 Any variation to these Conditions must be in writing and agreed by the parties.
8.8 The failure of either party to exercise or enforce any right conferred upon it by these Conditions shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter. No waiver of any term of the Conditions shall operate as a waiver of another or constitute a continuing waiver.
8.9 These Conditions and any dispute or claim arising out of or in connection with it shall be governed by and be construed in all respects in accordance with English law. All disputes or claims arising out of or relating to these Conditions shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.