Retail Week terms of business
Advertising Services Module
Where, as part of a Contract, you require advertising services, as noted on the relevant Order Form, the following additional definitions and terms will apply to the Contract:
Advertisement means any kind of promotional or advertising material that is (i) to be published or otherwise displayed by electronic means via or as part of or in connection with any Online Publication (including banners, skyscrapers, pop-ups, roadblocks, leaders, belly bands, cover wraps, tip ons, inserts, button or other forms of online or electronic display advertising), or (ii) to be printed in a Print Publication. An Advertisement also includes ‘Advertisement Features’.
Advertisement Features means any advertising space that looks like editorial copy in the form of a feature article, or other announcement or promotion which is published or otherwise displayed in connection with any Online Publication or Print Publication in exchange for a payment or other reciprocal arrangement, and in respect of which the content is EITHER controlled by you and not us (a ‘Client Controlled Advertisement Feature’), OR by us and not by you (an ‘Ascential Controlled Sponsored Feature’).
Online Publication means any website operated or controlled by us or other electronic medium (including email communications and alerts), whether connected with or related to the title of a Print Publication or otherwise.
Print Publication means any newspaper, magazine, insert or ‘onsert’ (including any supplement for which no charge is made and which is published as part of or in association with such newspaper or magazine) published by us.
Rate Card means our rate card in force from time to time, which may be amended by us at our sole discretion.
The terms set out in this module govern any kind of Advertisement that is to be published or otherwise displayed by any means in, on, via, as part of or in connection with any Online Publication or any Print Publication.
No representations about any Advertisement will have any effect unless expressly agreed in writing and signed by our authorised representation.
You will comply with any requirements which we may reasonably specify in connection with the proposed publication of the Advertisement including (without limitation) technical specifications relating to standard and quality and any requirements as to setting, style, delivery format, file configuration, size and wording (‘Advertiser Dependencies’).
If you change your name, trading style, identity or address or any other of the details disclosed by you to us, you will give us written notification of the change in question as soon as reasonably possible after becoming aware that the change will take place and in any event within five (5) working days of the change taking effect.
Your Representations, Warranties and Undertakings
Where you are the Advertiser’s agent, you further represent, warrant and undertake that you are authorised by the Advertiser to place the Advertisement with us.
You hereby further represent, warrant and undertake as follows:
- a) The publication of the Advertisement by us in whatever medium in the form originally submitted by you (or as amended in circumstances permitted by these terms) will not breach any contract with a third party or infringe the intellectual property or other proprietary rights of any third party or otherwise be unlawful or render us liable to any proceedings, claims, demands, costs or expenses or any other loss or damage;
- b) You have obtained all necessary licences, permits, consents, approvals, authorisations and permissions required to publish each Advertisement submitted for publication by you;
- c) Without prejudice to the generality of (ii) above, in the case of any Advertisement submitted for publication by you 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 (whether by that material alone or in combination with other material), you have obtained the authority of the relevant person to make use of the same;
- d) In relation to any financial promotion (as defined under the Financial Services and Markets Act 2000 ‘FSMA’), the Advertiser is, or the Advertisement has been approved by, an authorised person within the meaning of FSMA or the Advertisement is otherwise permitted under FSMA or under any subordinate or supervening legislation;
- e) The Advertisement complies with the requirements of all applicable laws and regulations (including subordinate and supervening legislation and the rules of any relevant statutorily recognised regulatory authority);
- f) The advertising copy submitted by you to us is legal, decent, honest, truthful, complete and accurate 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 or any successor body;
- g) Instructions, artwork and material submitted by you to us via electronic means will not introduce into our information and communications technology systems or infrastructure any software, program or code designed or intended to infiltrate or damage a computer system without the owner’s informed consent and will not in any other way destroy, damage or corrupt any software or data on those systems and infrastructure;
- h) You have retained sufficient quality and quantity of all artwork, film, copy and other material relating to the Advertisement and that we will not be liable for loss of or damage to any of the foregoing following submission of the same by you to us; and
- i) Where you supply creative content for an Advertisement to be published in an Online Publication and such content contains a link to a website, nothing in that Advertisement or the content of the linked-to website is or will be defamatory or objectionable or otherwise likely to bring us into disrepute.
Advertisements: Responsibility and Liability
We will be entitled at any time to require you to amend any artwork, materials and copy for and relating to any Advertisement, or refuse without notice to you to publish any Advertisement where we consider such refusal necessary for the purposes of:
- a) complying with any legal or moral obligations placed on us or you or the Advertiser;
- b) avoiding the infringement of the rights of any third party, or 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 any other applicable laws or regulations; or
- c) meeting the production and quality specifications stipulated on the Rate Card or any other Advertiser Dependencies.
We may charge you at its standard rates from time to time for any extra production and colour processing costs which are necessary as a result of any failure by you to supply (or to supply adequate or satisfactory) artwork, film, copy or other materials or otherwise to act in accordance with the Advertiser Dependencies.
We reserve the right at our discretion and without notice to you:
- a) to decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, or publication. We will endeavour to comply with your reasonable and practicable wishes although we give no assurances as to the date of publication or insertion, the wording, or the quality of the reproduction of the Advertisement; and
- b) to destroy all artwork, film, copy or other materials submitted by you to us which have been in our possession for more than six (6) months from the date of their last use by us, unless you have given us specific written instructions to the contrary.
Nothing in this module will have the effect of transferring any right, title or interest in or to any intellectual or other proprietary rights that are owned by us including all such rights as exist in any material originated by us in connection with the publication of an Advertisement.
Advertisements: Your Responsibilities
You will deliver to us in a digital format or file configuration approved by us all copy for the relevant Advertisement as soon as reasonably practicable and in any event the following periods in advance of the deadline for submission of copy specified on the Order Confirmation (‘Copy Deadline’):
- a) for Advertisements to be published in an Online Publication, at least forty eight (48) hours in advance of the agreed go-live date;
- b) for Advertisements to be published in a Print Publication, at least twenty one (21) days in advance of the Copy Deadline.
If you fail to submit the relevant copy in compliance with the above requirements, we may publish the Advertisement at an alternative time of its choosing.
Where you supply creative content for an Advertisement to be published in an Online Publication and such content contains a link to a website, you must:
- a) inform us in writing at least two (2) working days prior to the agreed go-live date;
- b) maintain the link and regularly monitor the content of the linked-to website.
We may remove any Advertisement which contains content or links to a website which, in our absolute discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring us or any member of our corporate group into disrepute.
If we receive complaints about the content of an Advertisement we may, at our discretion and without notice to you or to the Advertiser, remove the Advertisement from display.
In the event that an Advertisement is displayed in an Online Publication for a period in excess of fourteen (14) days and you wish to stop or cancel that display part-way through the agreed display period, you must give written notice to us and we will use reasonable endeavours to stop or cancel the Advertisement. In that situation, we will have no obligation to refund you the charges connected with the display of the Advertisement for the full agreed display period and you will forthwith pay any unpaid portion of those charges to us.
In respect of any Client Controlled Advertisement Feature, all artwork, materials and copy for and relating to such Advertisement Feature are your sole responsibility.
You are entitled to review the content of any Client Controlled Advertisement Feature and provide feedback prior to publication by us. We will amend the content of such Advertisement Feature to reflect any feedback from you.
Each party hereby agrees that, notwithstanding any right granted to us pursuant to the Contract in respect of Client Controlled Advertisement Features:
- a) you have final editorial control over the content of any Client Controlled Advertisement Feature; and
- b) the content of such Client Controlled Advertisement Feature is therefore subject to the CAP Code requirements relating to Advertisement Features and we will include appropriate notices to users in compliance with the CAP Code.
In respect of any Ascential Controlled Sponsored Feature, you will have the right to review the content and provide feedback before publication by us but the parties agree that:
- a) we have final editorial control over the content of any Ascential Controlled Sponsored Feature; and
- b) accordingly, the content of any Ascential Controlled Sponsored Feature is not subject to the CAP Code requirements relating to an Advertisement Feature.
Prices and Payment
Payment for our provision of services under these terms is due in advance of first publication of the Advertisement unless we have previously agreed in writing to open a credit account in your name.
Where we have agreed to open a credit account in your name then we will invoice you for the relevant charges in the stages set out below and you will pay our invoice within thirty (30) days of receipt (which will be deemed immediate if an invoice is sent electronically or two business days if sent by post).
You will pay our fees for the provision of services hereunder in stages. For Recruitment Print, Display, Digital and Classified Advertisements the payment stages are:
- a) twenty five percent (25%) on the date falling four (4) weeks in advance of the first date of publication of the Advertisement;
- b) fifty percent (50%) on the date falling two (2) weeks in advance of the first date of publication of the Advertisement;
- c) twenty five percent (25%) on the date falling one (1) week in advance of the first date of publication of the Advertisement.
Where these terms place us under an obligation to refund any amounts to the Buyer, we will use our reasonable endeavours to refund the amount in question to the Buyer within 30 working days of its obligation arising.
Consequences of Termination
The parties agree that, on termination of the Contract for any reason other than for our material breach, you will be liable to pay the following costs to us forthwith on demand. The parties agree that these charges represent a genuine pre-estimate of our losses in the relevant circumstances.
- a) For digital advertising: twenty five percent (25%) of fees where notice of cancellation is received twenty eight (28) days or more before first display; fifty percent (50%) of fees where notice of cancellation is received eight to twenty seven (8-27) days before first display; and one hundred percent (100%) of fees where notice of cancellation is received zero to seven (0-7) days before first display.
- b) For display advertising: twenty five percent (25%) of fees where notice of cancellation is received twenty nine to forty two (29-42) days or more before first publication; fifty percent (50%) of fees where notice of cancellation is received fifteen to twenty eight (15-28) days before first publication; and one hundred percent (100%) of fees where notice of cancellation is received zero to fourteen (0-14) days before first publication.
- c) For print advertising: twenty five percent (25%) of fees where notice of cancellation is received twenty eight (28) days or more before first publication; fifty percent (50%) of fees where notice of cancellation is received eight to twenty seven (8-27) days before first publication; and one hundred percent (100%) of fees where notice of cancellation is received zero to seven (0- 7) days before first publication.
Disclaimers and Limitation of Liability
We are not responsible for and will have no liability for:
- a) checking the correctness of the Advertisement in the form it is received;
- b) any error in the Advertisement in the form it is received;
- 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 relevant Print Publication or Online Publication, unless the parties expressly agree otherwise in writing;
- e) the repetition of any error in an Advertisement ordered for more than one insertion;
- f) the distribution of the relevant Print Publication 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) failure to comply with any order given by the Buyer in the nature of a ‘Stop Order’ or cancellation or transfer of the publication of the Advertisement unless it is given to us in writing: in the case of an Advertisement to be published in a Print Publication, at least 28 working days before the Copy Deadline and, in the case of an Advertisement to be published in an Online Publication, at least 72 hours prior to the agreed go-live date;
- i) any loss whatsoever caused by delay or failure by us to issue the relevant Print Publication or Online Publication on a particular date, or our decision to suspend the Print Publication or Online publication or cease the Print Publication or the Online Publication altogether; or for
- j) any failure of the Advertisement to meet or generate any target response levels or page impressions.
We will not be liable for any error in the Advertisement unless the matter is raised with us in writing within five (5) working days following the publication of the Advertisement or at the date on which it is claimed the Advertisement was intended to appear (in the case of a single order) or a reasonable period in advance of the Copy Deadline for its next insertion or subsequent go-live date (in the case of a series order).
Where an Advertisement contains an error which was caused by us which detracts materially from the Advertisement then, provided that you give us written notice of the error in question within the times specified in the paragraph above, we will at our discretion either:
- a) issue you with a credit in the amount of the cost paid by you in respect of the Advertisement containing the error; or
- b) publish the Advertisement for a second time without charge to you,
and such credit or republication (as the case may be) will be our entire liability to you.