For more information about FIASCO and our rates please contact us on +44 (0)207 434 7226 or email firstname.lastname@example.org you can also download our media pack here.
Suite 1 – 56 Broadwick Street, London, W1F 7AJ
Office Number: 0207 434 7226
FIASCO Advertising Terms & Conditions
1. Definitions & Interpretation
1.1 In these terms and conditions:
“Advertisement” means any kind of promotional or advertising material (including, but not limited to, advertorial content and classified and/or recruitment advertising) that is, as the case may be: (i) to be printed in a Print Publication and/or (ii) to be published or otherwise displayed by electronic means (including, but not limited to, banner, skyscraper, pop-up, roadblock, leader, button or other forms of online or electronic advertising) via or as part of or in connection with any Online Publication;
“Advertisement Confirmation” means the Publisher’s written confirmation of the Buyer’s order; “the Advertiser” means any person who promotes products or services to the general public or a section of the public, whether such person is the Buyer or not; “Advertiser Dependencies” means the Copy Deadline, together with any other obligations of the Buyer which the Publisher may specify in connection with the proposed publication of the Advertisement (whether included in the Advertisement Confirmation, the Rate Card or otherwise) including, but not limited to, the delivery format and/or file configuration in which any copy for the Advertisement (whether for a Print Publication or an Online Publication) is to be supplied to the Publisher;
“the Buyer” means the person placing the order with the Publisher for the publication of the Advertisement (including, but not limited to, the Advertiser’s advertising agency or media buyer);
“Copy Deadline” means, where applicable, the latest date (as shown on the Advertisement Confirmation) by which the Buyer is obliged to give the Publisher full instructions and copy for carrying out the Buyer’s order in accordance with and subject to these terms and conditions. For the avoidance of any doubt, Advertisements to be published in an Online Publication may not be subject to a Copy Deadline;
“Online Publication” means any website operated or controlled by the Publisher or other electronic medium (including, but not limited to, e-mail communications and alerts), whether connected with or related to the title of a Print Publication or otherwise;
“Print Publication” means any magazine, insert or ‘onsert’ (and including any supplement for which no charge is made to its recipient and which is published whether regularly or occasionally as part of or in association with such magazine) published by the Publisher;
“the Publisher” means FIASCO Publishing Limited (company no. 8088143) with its registered office at FIASCO Publishing Limited, Suite 1, 56 – 58 Broadwick Street, London, W1F 7AJ.
“the Rate Card” means the rate card from time to time in force which is used by the Publisher and as such may include (amongst other things) the Publisher’s scale of advertisement rates and also technical specifications relating to the standard and quality of reproduction of any Advertisement including its setting, style, delivery format, file configuration and size and wording;
2. Application of these Terms and Conditions
Private & Confidential
2.1 All Advertisements accepted for publication by the Publisher are accepted subject to these terms and conditions which shall apply to the exclusion of all other terms and conditions (including any which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). Any variation to these terms and conditions and any representations about the Advertisement shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Publisher.
2.2 Unless circumstances specifically dictate otherwise in connection with the publication of an Advertisement in an Online Publication, no order placed by the Buyer shall be deemed accepted by the Publisher until the Advertisement Confirmation is issued.
2.3 Notwithstanding any other provision of these terms and conditions, nothing herein shall require the Publisher to do or omit to do anything which would contravene any applicable laws or regulations including, but not limited to, the Data Protection Act 1998, the Gambling Act 2005 and the Consumer Protection from Unfair Trading Regulations 2008.
3. The Buyer’s Obligations
3.1 The Buyer hereby warrants, represents and undertakes to the Publisher that:
(a) in relation to any and all Advertisements the Buyer contracts with the Publisher as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser or in any other representative capacity;
(b) should the Buyer change its name, trading style, identity, address, or should any other details disclosed by the Buyer to the Publisher’ change, the Buyer must give written notice to the Publisher within 5 Working Days of such change(s);
(c) any and all other Advertiser Dependencies will be met and, unless otherwise agreed in writing by the Publisher, all copy for any Advertisements will be delivered to the Publisher in an approved digital format and/or file configuration and, in the case of an Advertisement to be published in a Print Publication, delivered at least 15 Working Days prior to the Copy Deadline;
(d) the publication of the Advertisement by the Publisher (either in the Print or the Online Publication, or both, as the case may be) in the form originally submitted by the Buyer (or as amended pursuant to Condition 4 below) 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 the Publisher liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever;
(e) in the case of any Advertisement submitted for publication by the Buyer which contains the name or pictorial representation, whether photographic or otherwise, of any living person or any part of the anatomy of any living person or any material by which any living person may be identified, the Buyer or the Advertiser has obtained the authority of that living person to make use of his or her name, identity, image, representation and/or copy;
(f) the Advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) and applicable laws for the time being in force or applicable to the United Kingdom;
(g) all advertising copy submitted to the Publisher 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;
(h) where the Buyer is the Advertiser’s agent, the Buyer is authorised by the Advertiser to place the Advertisement with the Publisher and the Buyer will indemnify the Publisher against any claim made by the Advertiser against the Publisher arising from publication of the same; and
(i) the Buyer has retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisement as the Publisher shall not be liable for the loss of or damage to any of these items submitted to the Publisher.
4. Publication of Advertisements
4.1 Notwithstanding Condition 3 above the Publisher shall be entitled at any time to require the Buyer to amend any artwork, materials and copy for and relating to any Advertisement, or refuse (without notice) to publish any Advertisement for the purpose of:
(a) complying with any legal or moral obligations placed on the Publisher or the Buyer or the Advertiser; or
(b) 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
(c) meeting to the Publisher’s reasonable satisfaction (i) the production and quality specifications stipulated on the Rate Card or (ii) any other
4.2 All copyright and all other rights of a similar nature that are created or exist in material originated by the Publisher in connection with the publication of the Advertisement remains vested in the Publisher.
4.3 Suspension Orders
4.3.1 The Publisher warrants that it will comply with a Suspension Order correctly submitted by the Buyer provided that it is received by the Publisher, in the case of an Advertisement to be published in a Print Publication, at least twenty-eight (28) Working Days before the Copy Deadline and, in the case of an Advertisement to be published in an Online Publication, at least seventy-two (72) hours prior to the intended go-live date.
4.3.2 The Buyer acknowledges and agrees that: (i) any and all payments made (or outstanding payments to be made) by the Buyer to the Publisher for and in connection with the publication of the Advertisement which is the subject of the Suspension Order shall not be refunded to the Buyer (or shall be due for payment upon demand in the case of any outstanding payments); and (ii) eventual publication of the Advertisement which is the subject of the Suspension Order shall be subject to the Publisher’s prior written approval (such approval not to be unreasonably withheld) and continued compliance with these terms and conditions, and cannot be guaranteed if the Buyer’s request is for publication of the Advertisement (following the Suspension Order) more than six (6) months after the original intended publication or go-live date (as the case may be).
4.4 Online Publications
Private & Confidential
4.4.1 The Buyer shall submit copy for the Advertisement at least seventy-two (72) hours prior to the intended go-live date. If the Buyer submits its copy late then the Publisher reserves the right to publish the Advertisement at a time of its choosing.
4.4.3 If an Advertisement links to another website the Buyer is responsible for maintaining the link and for the content of the linked-to website. The Publisher may remove any Advertisement which contains content or links to a website which, in the Publisher’s discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring the Publisher into disrepute. The Buyer will indemnify the Publisher from and against any claims or liability suffered or incurred by the Publisher arising in any connection from links contained in an Advertisement.
4.4.4 If the Publisher receives complaints about the content of an Advertisement it may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer or Advertiser.
4.4.6 The provisions set out in this Condition 4.4 apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these terms and conditions.
5. Advertisements: Responsibility and Liability
5.1 The Buyer shall indemnify and keep indemnified the Publisher against all proceedings claims demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably forseeably as a result of (i) the publication of the Advertisement or (ii) any breach of the Buyer’s obligations under these terms and conditions or implied by law.
5.2 With regard to the actual or intended insertion of an Advertisement in any Print or Online Publication the Publisher shall not be responsible to the Buyer or liable for:
(a) checking the correctness of the Advertisement in the form it is received from the Buyer;
(b) any error in the Advertisement in the form it is received from the Buyer;
(c) the wording, representation, placement or quality of colour or mono reproduction of the Advertisement;
(d) the actual positioning or prominence of the Advertisement in the Print and/or Online Publication (as the case may be);
(e) the repetition of any error in an Advertisement ordered for more than one insertion;
(f) the distribution of the Print or Online Publication in a specific geographical area;
(g) the failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
(h) any loss whatsoever caused by delay or failure by the Publisher to issue the Print or Online Publication on the due date (or such other date of release, display or publication, as the case may be), or the Publisher’s decision to suspend the Print and/or Online publication or cease the Print or Online Publication altogether;
(i) the payment of any damages or other compensation for breach of contract because of the Publisher’s failure to perform any of its obligations under these terms and conditions if such failure is caused by anything beyond the Publishers reasonable control (that is to say as a result of force majeure) including acts or threats of terrorism, strikes, lock-outs or other industrial actions or trade disputes, whether involving the Publisher’s employees or those of any third party;
(j) any failure of the Advertisement to meet or generate any target response levels or page impressions.
5.4 The Publisher shall not be liable for any loss or damage suffered by the Buyer (or the Advertiser) as a result of any total or partial failure of publication, distribution or availability of any Print 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.
5.5 The total liability of the Publisher to the Buyer for any act or omission of the Publisher, its employees or agents relating to any Advertisement shall not exceed the amount of the full refund of any price paid to the Publisher for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, the Publisher shall not be liable for any (i) loss of profits, goodwill or business or (ii) indirect or consequential loss.
6. Payment Terms
6.1 Payment for any Advertisement or any other goods or services is due in advance of first publication of the Advertisement unless the Publisher has previously agreed in writing to open a credit account for the Buyer, and where a credit account is opened then payment of the account shall become due twenty-eight (28) days after the date of the Publisher’s invoice and the Buyer will ensure that payment is received by the Publisher no later than this due date. The Buyer must submit all information requested by the Publisher (including, but not limited to, any relevant purchase order number) and in accordance with the Publisher’s instructions and deadlines in order for the Publisher to generate its invoices, and failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment.
6.2 All the rates and charges payable under or with reference to these terms and conditions are subject to and exclusive of Value Added Tax which shall be charged in addition at the rate from time to time in force.
6.3 If the Buyer:
(a) fails to pay the Publisher’s invoice in accordance with Condition 6.1 above; or
(b) is in breach of any obligation under these terms and conditions the Publisher shall be entitled to terminate its contract with the Buyer immediately (without prejudice to any other right or remedy available to the Publisher whether under these terms and conditions or otherwise) and, without prejudice to the Publisher’s right to terminate its contract with the Buyer in such circumstances, the outstanding balance owed by the Buyer shall become due and payable immediately.
6.4 Without prejudice to Condition 6.3, the Publisher shall be entitled to:
(a) charge interest on any outstanding balance owed to the Publisher at the rate of 4% above the base rate of Barclays Bank Plc from the date that the invoice became due for payment until the date it is paid in full (whether before or after Judgment);
(b) charge an administration fee of £25 if any cheque drawn in its favour by the Buyer in purported satisfaction of any unpaid invoice is dishonoured on presentation; and
(c) instruct a debt collection agency (apart from solicitors) to recover any sum due and in that case all charges incurred by the Publisher as a result of such instruction shall be payable by the Buyer in any event upon demand.
6.5 The Publisher reserves the right at its discretion and without notice to the Buyer:
(a) to charge the Buyer for any extra production and colour processing costs because of any act or omission by the Buyer to supply artwork, film, copy or other materials of sufficient quality or otherwise in accordance with the Advertiser Dependencies; and
(b) to change any matters shown on the Rate Card, including in particular (but not limited to), its scale of advertisement rates at any time.
7. Cancellation & Termination
7.1 The Publisher shall not be bound by any request from the Buyer to cancel an Advertisement unless such request is: (i) in writing; and (ii) provided to the Publisher on no less than twenty-eight (28) Working Days’ prior written notice ahead of, in the case of Advertisements to be published in a Print Publication, the Copy Deadline or, in the case of Advertisement to be published in an Online Publication, the intended go-live date (or such other period of notice as may be specified in the Rate Card or otherwise notified to the Buyer); and (iii) confirmed in writing by the Publisher. Subject to compliance with the foregoing, the Publisher will grant the Buyer a credit note within five (5) Working Days of the Buyer’s notice of cancellation, such credit note being for the amount of the payments received by the Publisher from the Buyer for and in connection with the cancelled Advertisement less any costs or amount of expenditure incurred by the Publisher in connection with the planned publication of such Advertisement.
7.2 The Publisher shall be entitled (without prejudice to any other remedy available to it) to treat this contract as repudiated if the Buyer or the Advertiser:
(a) being an individual dies or makes voluntary arrangement with his creditors or his estate becomes subject to an administration order or he becomes bankrupt;
(b) being a company becomes insolvent, has a receiver appointed to manage its assets or it enters into liquidation or commences to be wound up (other than for the purpose of amalgamation or reconstruction);
(c) allows an encumbrancer to take possession of any of its property or assets; or
(d) is unable to pay its debts as they fall due or ceases or threatens to cease to carry on business.
8.1 Governing Law. These terms and conditions (and the Publisher’s contract with the Buyer) shall be governed by and construed according to English Law and the parties submit to the exclusive jurisdiction of the English courts.
8.2 Severance. If any provision of these terms and conditions is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.
8.3 Waiver. No failure or delay by the Publisher to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
8.4 Third Parties. None of the provisions of these terms and conditions are intended to confer a benefit on or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.