TERMS AND CONDITIONS – ADVERTISING
1. About us
1.1 Company details. Barker Brooks Communications Limited (company number 08205584) (we and us) is a company registered in England and Wales and our registered office is at Gresham House, St Pauls Street, Leeds, LS1 2JG. Our VAT number is 150258336.
1.2 Contacting us. To contact us, telephone us on 01423 851150 or email us at email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 18.2.
1.3 Our business. Events, media, publishing
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to your advertising with us (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
Advertisement: using the Advertising Material, shall be all advertisements, insets, inserts (loose or fixed), sponsored articles or features to be printed in a Print Publication and/or to be published or otherwise displayed by electronic means via or as part of or in connection with any Online Publication and the placing of them therein.
Advertising Materials: the advertising copy.
Booking Confirmation: our written confirmation of the Order sent by email which shall include details as to the Fee and specification details sent on the accompanying email.
Copy Deadline: where applicable, the latest date (as shown on the Booking Confirmation and/or email at the time of the booking) by which you are obliged to give us full instructions and copy for carrying out your order in accordance with and subject to these terms and conditions.
Fee: our fees as detailed in the Booking Confirmation.
Online Publication: any website operated or controlled by us or other electronic medium (including, but not limited to, email communications and alerts), whether connected with or related to the title of a Print Publication or otherwise.
Order: your order for placing an Advertisement with us.
Print Publication: any magazine or other print material published by us.
Working Days: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2.5 Where the context so admits, words importing the one gender shall include all other genders and words importing the singular shall include the plural and vice versa. A reference to a statute, statutory provision or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.
3.1 Order. Please review and sign the Booking Confirmation to confirm the Order. The Booking Confirmation will be emailed to you by one of our representatives. You will be responsible for ensuring all the details in the Booking Confirmation are correct and immediately notify us of any changes that need to be made.
3.2 Accepting the Order. Our acceptance of the Order takes place when we email you the Booking Confirmation, at which point and on which date (Commencement Date) the Contract between you and us will come into existence.
3.3 Term. The Contract will take effect on and from the Commencement Date and end as specified Booking Confirmation.
4. Your obligations
You hereby warrant, represent and undertake to us that:
4.1 you, and your representatives, have the right to enter into the Contract;
4.2 you will give us reasonable notice of any changes to your name, trading style, identity, address;
4.3 you shall deliver all copy for the Advertisements to us in an approved digital format and/or file configuration by the Copy Deadline;
4.4 the publication of the Advertisement by us (either in the Print Publication or Online or both, as the case may be) in the form originally submitted by you will not breach any contract with a third party or infringe any copyright, trade mark or other proprietary right of any third party or otherwise be unlawful or render us liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever;
4.5 in the case of any Advertisement submitted for publication by you nothing shall be in breach of data protection regulations;
4.6 the Advertisement complies with the requirements of all relevant legislation;
4.7 all advertising copy submitted to us is legal, decent, honest and truthful, and complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority;
4.8 all instructions, artwork or other material submitted to us by electronic means shall not contain software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, and shall not be corrupted;
4.9 any information supplied in connection with the Advertisement is accurate, complete and true;
4.10 you have retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisement as we shall not be liable for the loss of or damage to any of these items submitted to us.
5. Advertising Materials
5.1 We shall be entitled at any time to require you to amend the Advertising Materials and/or an Advertisement or refuse (without notice) to publish any Advertisement for the purpose of:
5.1.1 complying with any legal or moral obligations placed on us or you; or
5.1.2 avoiding the infringement of (i) the rights of any third party or (ii) the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or (iii) any other applicable law; or
5.1.3 meeting to our reasonable satisfaction the production and quality specifications stipulated on the Booking Confirmation or otherwise.
5.2 We reserve the right at our discretion and without notice to you to decline to publish, or omit, alter, suspend or change the position of any Advertisement accepted for insertion, or publication.
5.3 All copyright and all other rights of a similar nature that are created or exist in material originated by us in connection with the publication of the Advertisement remains vested in us.
5.4 Advertising Material: Online Publications
5.4.1 You shall submit your Advertising Material for Online Publications at least 48 hours prior to the intended go-live date. If you submit your Advertising Materials late then we reserve the right to publish the Advertisement at a time of our choosing.
5.4.2 If you are supplying any Advertising Material that links to another website you must inform us in writing at least 2 Working Days prior to the intended go-live date.
5.4.3 If an Advertisement links to another website you are responsible for maintaining the link and for the content of the linked-to website. We may remove any Advertisement which contains content or links to a website which, in our discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring us into disrepute. You will indemnify us from and against any claims or liability suffered or incurred by us arising in any connection from links contained in an Advertisement.
5.5 If we receive complaints about the content of the Advertising Material and/or an Advertisement it may, at our discretion, remove the Advertisement from display without reference or liability to you.
5.6 We shall not be responsible to you or liable for:
5.6.1 checking the accuracy of the Advertisement;
5.6.2 any error in the Advertisement or the Advertising Materials;
5.6.3 the wording, representation, placement or quality of colour or mono reproduction of the Advertisement;
5.6.4 the actual positioning or prominence of the Advertisement in the Print and/or Online Publication;
5.6.5 the repetition or any error in an Advertisement;
5.6.6 the failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
5.6.7 any “stop order” or cancellation or transfer of the publication of the Advertisement;
5.6.8 any loss whatsoever caused by delay or failure by us to issue the Print Publication or Online Publication on the due date (or such other date of release, display or publication, as the case may be), or our decision to suspend the Print Publication and/or Online publication or cease them altogether;
5.6.9 any loss whatsoever caused as a consequence of any Advertising Material submitted by you in electronic form that is in breach of your warranties;
5.6.10 any matter of complaint, claim or query (whether in relation to the Advertisement or our invoice related thereto) unless raised with us in writing within 5 Working Days following the publication of the Advertisement or at the date on which it is claimed the Advertisement was intended to appear, or the receipt by you of the invoice giving rise to it; and
5.6.11 any failure of the Advertisement to meet or generate any target response levels or page impressions.
5.7 We shall not be liable for any loss or damage suffered by you as a result of any total or partial failure of publication, distribution or availability of any Print Publication or Online Publication in which any Advertisement is scheduled to be included, or for any error, misprint or omission in the printing of any Advertisement (see clause 9 for limitation of liability terms).
6.1 In consideration of our agreeing to the Advertisement you shall pay us the Fee which shall be payable within 30 days of your receipt of our invoice.
6.2 All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.
6.3 No deductions may be made from, nor purported right of set-off exercised in relation to the Fee.
6.4 We reserve the right to amend the Fee from time to time.
6.5 You must pay VAT and/or any other applicable sales tax.
6.6 We are entitled to charge you interest on any payment which is not received by us when due. This will be calculated on a daily basis at the 4% rate per annum above the prevailing base rate of our bankers from the date upon which payment was due until the date of payment.
6.7 We reserve the right to suspend the Advertisement until you have paid us sufficient funds to meet such expenses and we will not be liable for any matters arising out of any delay by you in payment.
7.1 We shall not be bound by any request from you to stop, cancel or suspend an Advertisement unless such request is in writing and confirmed in writing by us.
7.2 If you cancel the Order with less than 60 days’ notice prior to the Copy Deadline, you will be liable for the full cost of the Advertisement as detailed in the Booking Confirmation and no refund will be made.
7.3 We reserve the right to use a previous Advertisement if you fail to provide us with the Advertisement Material by the Copy Deadline and you will remain liable for the full cost as detailed in the Booking Confirmation.
7.4 Should you, part way through wish to stop or cancel an Advertisement that is being displayed in an Online Publication for an agreed period of time in excess of 14 days then you must give written notice to us of its request to stop or cancel the Advertisement and all charges connected with the display of the Advertisement shall, unless otherwise expressly agreed by us in writing, be non-refundable.
8. Representations and warranties
8.1 Each party warrants and undertakes to the other that:
8.1.1 it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects it; and
8.1.2 it has and will maintain throughout the term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract.
8.2 You represent and warrant that:
8.2.1 you own or are solely entitled to supply the Advertising Materials and any other material supplied to us in relation to the Contract and we shall be entitled to see evidence to this effect on request;
8.2.2 the use of the Advertising Material will not infringe the rights of any third party; and
8.2.3 you have obtained and paid for all necessary and/or relevant consents, licences, and permissions in respect of the Advertising Materials.
9.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
9.1.1 any claim made against us by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with our use of the Advertising Materials;
9.1.2 any claim made against us by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Advertising Materials, whether or not any claim arises during the Term.
9.2 If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity (a Claim), the indemnified party shall:
9.2.1 as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
9.2.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party; and
9.2.3 give the indemnifying party access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim.
9.3 If a payment due from the indemnifying party under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.
10. Limitation of liability
10.1 Nothing in the Contract shall limit or exclude a party’s liability:
10.1.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 for fraud or fraudulent misrepresentation;
10.1.3 for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or
10.1.4 under the indemnities set out at clause 9.1.1 and clause 9.1.2.
10.2 Subject to clause 10.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:
10.2.1 loss of revenue or anticipated revenue;
10.2.2 loss of savings or anticipated savings;
10.2.3 loss of business opportunity;
10.2.4 loss of profits or anticipated profits;
10.2.5 wasted expenditure; or
10.2.6 any indirect or consequential losses.
10.3 Subject to 10.1, our maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with the Contract shall be limited to the amount of the Fee paid under or pursuant to the Contract.
10.4 We shall both shall maintain public (general) liability insurance which shall be valid in respect of the Advertisements.
11. Intellectual Property Rights
11. 1 You, and we, acknowledge as follows:
11.1.1 save as set out below, all rights in the Advertisements, including any goodwill associated with them, shall be your sole and exclusive property, and we will not acquire any rights in the same, nor in any developments or variations of them;
11.1.2 we will at all times retain all right, title and interest in any intellectual property rights in advertising copy that we produce on your behalf.
11.2 The parties will not use the other’s trade name, trade marks, logos or Advertisements in a public announcement (including, but not limited to, through any press release) regarding the existence or content of this Contract or an Order without the other’s prior written approval.
12. Anti Bribery
You and we shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) ￼the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment;
(b) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) ￼the other party (being an individual) is the subject of a bankruptcy petition, application or order;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(c) to clause 12.1(k)(inclusive);
(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
13.2 A material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from the Contract.
14. Consequences of termination
14.1 On termination or expiry at the end of the Term of the Contract:
14.1.1 the rights granted under the Contract shall immediately terminate and revert to us, save that any licence necessary to enable you to exercise disposal rights shall continue solely for the disposal period;
14.1.2 each party shall promptly return to the other any property of the other within its possession or control;
14.1.3 each party shall pay to the other any sums that are outstanding and to be accounted for under the Contract.
14.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
15. Force majeure
15.1 We will not be liable or responsible for any failure to deliver any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Force Majeure Event).
15.2 If an Force Majeure Event takes place that affects the performance of our obligations under the Contract:
15.2.1 we will contact you as soon as reasonably possible to notify you; and
15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event.
15.3 We shall be under no obligation to refund any of the Fee and we shall have no liability to you for any such Force Majeure Event.
16.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 15.2.
16.2 We each may disclose the other’s confidential information:
16.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and
16.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
17. Data protection
17.1 Data protection. You shall comply with all applicable requirements of the current data protection legislation relating to the collection, use, processing and storage of all personal data when attending an Exhibition. In respect of such personal data, you are the data controller and you shall ensure that all necessary appropriate consents and notices are in place. We shall have no liability for any breach by you of the relevant data protection legislation.
17.2 We will use any personal information you provide to us to:
17.2.1 implement the Order;
17.2.2 process your payments; and
17.2.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
18. Value added tax
All sums payable under the Contract are exclusive of any VAT that may be payable by either party.
19. Communications between us
19.1 When we refer to “in writing” in these Terms, this includes email.
19.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and should be sent by email.
19.3 A notice or other communication sent by email is deemed to have been received at 9.00 am the next working day after transmission.
19.4 In proving the service of any notice, it will be sufficient to prove, that such email was sent to the email address specified in these Terms.
19.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
20.1 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for the other.
20.2 Assignment and transfer
20.2.1 We may assign or transfer our rights and obligations under the Contract to another entity.
20.2.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
20.3 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
20.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
20.5 Severance. Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
20.7 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.