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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. General

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.

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