When you buy advertising services from Ascential, your agreement will be subject to the terms and conditions below (‘Advertising Terms’).
a. This Agreement (as defined below) is a contract between (i) the client organisation or individual identified as such in the Order Form (‘You’ ‘you’, ‘your’) and (ii) the Ascential Group company identified in the Order Form as the provider of the relevant products and services (‘Ascential’).
b. Your contract with Ascential is made up of the Order Form and these Advertising Terms, together with any authorised variations of any of the foregoing and any documents incorporated by reference into any of the foregoing (together the ‘Agreement’).
c. Where you access services or products via a website operated by Ascential, these Advertising Terms should be read and will apply in conjunction with the terms and conditions applicable to your use of that website (the ‘Website Terms and Conditions’), which will form part of this Agreement.
d. In the event of any conflict or inconsistency between the Order Form, these Advertising Terms, the relevant Website Terms and Conditions and between any of the foregoing and a document referred to in the Agreement; the documents will take precedence in the order listed above.
a. These Advertising Terms 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.
b. As used in these Advertising Terms, an ‘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’. An Advertisement Feature is 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 Ascential (a ‘Client Controlled Advertisement Feature’), OR by Ascential and not by you (an ‘Ascential Controlled Sponsored Feature’). An ‘Online Publication’ is any website operated or controlled by Ascential or other electronic medium (including email communications and alerts), whether connected with or related to the title of a Print Publication or otherwise. A ‘Print Publication’ is 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 Ascential. ‘Rate Card’ means Ascential’s rate card in force from time to time, and Ascential may amend its Rate Card from time to time, including in particular by amending any aspect of its scale of advertisement rates.
c. No representations about any Advertisement will have any effect unless expressly agreed in writing and signed by an authorised representative of Ascential.
a. Each party will carry out its obligations under this Agreement in accordance with the terms of this Agreement and with due skill and care.
b. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement.
c. Nothing in this Agreement will require Ascential to do or omit to do anything which would contravene any applicable laws or regulations.
a. Ascential will publish the Advertisement, as specified on your Order Form and on the terms and subject to the conditions set out in these Advertising Terms.
b. All Advertisements accepted for publication by Ascential are accepted subject to these Advertising Terms.
a. You will comply with any requirements which Ascential may reasonably specify in connection with the proposed publication of the Advertisement in question (whether specified on the Order Form, the Order Confirmation, the Rate Card or otherwise) including technical specifications relating to standard and quality and any requirements as to setting, style, delivery format, file configuration, size and wording (‘Advertiser Dependencies’).
b. In the event that you change your name, trading style, identity or address or any other of the details disclosed by you to Ascential, you will give Ascential 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.
c. You will forthwith on demand submit to Ascential all information requested (including, but not limited to, any relevant purchase order number) in order for Ascential to generate invoices for fees incurred in the provision of services under these Advertising Terms.
a. The parties acknowledge that, although you are placing an order with Ascential for publication of the Advertisement in question, you may not be the person promoting the relevant products or services (‘Advertiser’). For example, you may be the Advertiser’s advertising agency or media buyer. Accordingly, you represent, warrant and undertake that you are contracting with Ascential as principal. 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 Ascential.
b. You hereby further represent, warrant and undertake as follows:
i. The publication of the Advertisement by Ascential in whatever medium in the form originally submitted by you (or as amended in circumstances permitted by these Advertising 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 Ascential liable to any proceedings, claims, demands, costs or expenses or any other loss or damage;
ii. You have obtained all necessary licences, permits, consents, approvals, authorisations and permissions required to publish each Advertisement submitted for publication by you;
iii. Without prejudice to the generality of the clause 6(b)(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;
iv. 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;
v. 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);
vi. The advertising copy submitted by you to Ascential 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;
vii. Instructions, artwork and material submitted by you to Ascential via electronic means will not introduce into Ascential’s 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;
viii. You have retained sufficient quality and quantity of all artwork, film, copy and other material relating to the Advertisement and that Ascential will not be liable for loss of or damage to any of the foregoing following submission of the same by you to Ascential;
ix. 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 Ascential into disrepute.
a. Ascential 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 Ascential considers such refusal necessary for the purposes of:
i. complying with any legal or moral obligations placed on Ascential or you or the Advertiser; or
ii. 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;
iii. meeting the production and quality specifications stipulated on the Rate Card or any other Advertiser Dependencies.
b. Ascential 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.
c. Ascential reserves the right at its discretion and without notice to you:
i. to decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, or publication. Ascential will endeavour to comply with your reasonable and practicable wishes although Ascential gives no assurances as to the date of publication or insertion, the wording, or the quality of the reproduction of the Advertisement; and
ii. to destroy all artwork, film, copy or other materials submitted by you to Ascential which have been in Ascential’s possession for more than six (6) months from the date of their last use by Ascential, unless you have given Ascential specific written instructions to the contrary;
d. Nothing in these Advertising Terms will have the effect of transferring any right, title or interest in or to any intellectual or other proprietary rights that are owned by Ascential including all such rights as exist in any material originated by Ascential in connection with the publication of an Advertisement.
a. You will deliver to Ascential in a digital format or file configuration approved by Ascential 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’):
i. for Advertisements to be published in an Online Publication, at least forty eight (48) hours in advance of the agreed go-live date;
ii. for Advertisements to be published in a Print Publication, at least twenty one (21) days in advance of the Copy Deadline.
b. If you fail to submit the relevant copy in compliance with the above requirements, Ascential may publish the Advertisement at an alternative time of its choosing.
c. 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:
i. inform Ascential in writing at least two (2) working days prior to the agreed go-live date;
ii. maintain the link and regularly monitor the content of the linked-to website.
d. Ascential may remove any Advertisement which contains content or links to a website which, in Ascential’s absolute discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring Ascential or any member of its corporate group into disrepute.
e. If Ascential receives complaints about the content of an Advertisement it may, at its discretion and without notice to you or to the Advertiser, remove the Advertisement from display.
f. 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 Ascential and Ascential will use reasonable endeavours to stop or cancel the Advertisement. In that situation, Ascential 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 Ascential.
a. In respect of any Client Controlled Advertisement Feature, all artwork, materials and copy for and relating to such Advertisement Feature are your sole responsibility.
b. You are entitled to review the content of any Client Controlled Advertisement Feature and provide feedback prior to publication by Ascential. Ascential will amend the content of such Advertisement Feature to reflect any feedback from you.
c. Each of you and Ascential accordingly hereby agree that, notwithstanding any right granted to Ascential pursuant to this Agreement in respect of Client Controlled Advertisement Features:
i. you have final editorial control over the content of any Client Controlled Advertisement Feature; and
ii. the content of such Client Controlled Advertisement Feature is therefore subject to the CAP Code requirements relating to Advertisement Features and Ascential will include appropriate notices to users in compliance with the CAP Code.
d. In respect of any Ascential Controlled Sponsored Feature, you will have the right to review the content and provide feedback before publication by Ascential but you and Ascential agree that:
i. Ascential has final editorial control over the content of any Ascential Controlled Sponsored Feature; and
ii. accordingly, the content of any Ascential Controlled Sponsored Feature is not subject to the CAP Code requirements relating to an Advertisement Feature.
a. Payment for Ascential’s provision of services under these Advertising Terms is due in advance of first publication of the Advertisement unless Ascential has previously agreed in writing to open a credit account in your name.
b. Where Ascential has agreed to open a credit account in your name then Ascential will invoice you for the relevant charges in the stages set out below and you will pay Ascential’s 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).
c. You will pay Ascential’s fees for the provision of services hereunder in stages. For Recruitment Print, Display, Digital and Classified Advertisements the payment stages are:
i. twenty five percent (25%) on the date falling four (4) weeks in advance of the first date of publication of the Advertisement;
ii. fifty percent (50%) on the date falling two (2) weeks in advance of the first date of publication of the Advertisement;
iii. twenty five percent (25%) on the date falling one (1) week in advance of the first date of publication of the Advertisement.
d. Where these Advertising Terms place Ascential under an obligation to refund any amounts to the Buyer, Ascential will use its reasonable endeavours to refund the amount in question to the Buyer within 30 working days of its obligation arising.
e. Fees payable under these Advertising Terms are subject to and exclusive of Value Added Tax which will be charged in addition at the rate from time to time in force.
f. You will pay sums due under this Agreement in full without any set-off, counterclaim, deduction or withholding (save as required by law).
g. Without prejudice to any other rights and remedies available to Ascential, Ascential will be entitled to charge you statutory interest (at the then-current rate) on any overdue amount under this Agreement, accruing on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment and compounding every 90 days.
a. Each of Ascential and you agree that it will not at any time during the Agreement and for a period of five (5) years after termination of this Agreement disclose to any person any of the other party’s confidential information. Confidential information means information that relates to or is provided by or on behalf of the other party and that is either marked confidential or is by its very nature clearly confidential.
b. Each may disclose the other’s confidential information to its affiliated companies and to its and their officers, employees, directors, consultants and advisers who need to know that information for the purposes of properly exercising that party’s rights or performing its obligations under this Agreement, provided that any such individual is aware of the confidential nature of the material and is bound by obligations of confidence at least as onerous as the ones in this Agreement.
c. Each may disclose the other’s confidential information as required by law, by a court of competent jurisdiction or by a governmental or regulatory authority.
d. The obligations of confidence set out above do not apply to information that is or becomes public knowledge other than by breach of this Agreement, that is received from a third party without obligation of confidence, that is independently developed by the receiving party without access to the relevant confidential information or that is required to be disclosed to potential acquirers of that party under equivalent obligations of confidence.
a. The rights and liabilities of each party under this Agreement will come into effect on [the date that Ascential issues confirmation that it accepts your Order Form/the date on which you sign the Order Form, or on which you click the “I agree” button on an electronic copy of the Order Form].
b. Save where an alternative date is specified in the Order Form, and subject always to earlier termination in accordance with the terms of this Agreement, the rights and liabilities of each party under this Agreement will terminate on Ascential’s completion of the relevant services and delivery of the relevant products.
c. Ascential may, with or without notice, suspend access to the relevant services or terminate this Agreement in its entirety if you are delinquent in paying all or any portion of the Fees, provided that you have been served with a written demand for payment of the overdue amount and have not made payment within fourteen (14) days of your receipt of such notice.
d. Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other commits a material breach of any of its obligations under this Agreement and has not remedied such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice.
e. Ascential may terminate this Agreement forthwith on written notice to you if you cease or threaten to cease to carry on business, are unable to meet your debts as they fall due, have an order made or a resolution passed for your winding-up, have an administrator, receiver or manager appointed, make any arrangement or composition with your creditors, or make an application for the protection of your creditors in any way.
a. On termination of this Agreement for any reason other than for Ascential’s uncured material breach, any outstanding fees owed by you to Ascential hereunder will be due and payable immediately. Ascential is entitled to charge an administration fee of £25 if any cheque drawn in Ascential’s favour by you in purported satisfaction of unpaid amounts is dishonoured on presentation. Ascential is further entitled to instruct a debt collection agency to recover sums due and in that case you will reimburse Ascential on demand in respect of all charges incurred by Ascential as a result of such instruction.
b. The parties agree that, on termination of this Agreement for any reason other than for Ascential’s material breach, you will be liable to pay the following costs to Ascential forthwith on demand. The parties agree that these charges represent a genuine pre-estimate of Ascential’s losses in the relevant circumstances.
i. 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.
ii. 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.
iii. 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.
c. Termination or expiration of this Agreement or any part thereof will not affect the continuance in force of any provision of this Agreement or the relevant constituent part which is expressly or by implication intended to survive termination.
d. On termination of this Agreement for any reason other than an uncured material breach by Ascential, all committed unpaid fees will become immediately due and owing in full. In addition, you will be liable for any collection costs (including without limitation legal fees and expenses, collection agency fees and expenses, court costs, collection bonds, and reasonable staff costs at standard billing rates for time spent in efforts to collect) incurred by Ascential or its agents to collect sums due and owing under an Agreement.
a. Ascential is not responsible for and will have no liability for:
i. checking the correctness of the Advertisement in the form it is received;
ii. any error in the Advertisement in the form it is received;
iii. the wording, representation, placement or quality of colour or mono reproduction of the Advertisement;
iv. the actual positioning or prominence of the Advertisement in the relevant Print Publication or Online Publication, unless the parties expressly agree otherwise in writing;
v. the repetition of any error in an Advertisement ordered for more than one insertion;
vi. the distribution of the relevant Print Publication or Online Publication in a specific geographical area;
vii. the failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;
viii. 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 Ascential 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;
ix. any loss whatsoever caused by delay or failure by Ascential to issue the relevant Print Publication or Online Publication on a particular date, or Ascential’s decision to suspend the Print Publication or Online publication or cease the Print Publication or the Online Publication altogether; or for
x. any failure of the Advertisement to meet or generate any target response levels or page impressions.
b. Ascential will not be liable for any error in the Advertisement unless the matter is raised with Ascential 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).
c. Where an Advertisement contains an error which was caused by Ascential which detracts materially from the Advertisement then, provided that you give Ascential written notice of the error in question within the times specified in clause 14(b) above, Ascential will at its discretion either:
i. issue you with a credit in the amount of the cost paid by you in respect of the Advertisement containing the error; or
ii. publish the Advertisement for a second time without charge to you;
and such credit or republication (as the case may be) will be Ascential’s entire liability to you.
d. Nothing in this Agreement will operate to exclude or limit a party’s liability for death or personal injury caused by its or its employees or subcontractors’ negligence, or for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law.
e. Subject to the foregoing, neither party will be liable to the other under or in connection with this Agreement for any indirect, special, economic or consequential damages, claims, losses or expenses of any kind arising out of or in connection with this Agreement and whether for breach of contract, tortious behaviour (including negligence) or any other cause of action. This limitation of liability applies to any damages or injury caused by any failure of performance, error, omissions, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure or theft of, destruction of, unauthorised access to, alteration of or use of content or data.
f. Subject always to the remaining provisions of this clause 14, Ascential’s aggregate liability to you in respect of all losses, liabilities or damage suffered by you arising out of or in connection with these Advertising Terms, howsoever arising and whether in contract, negligence or other tortious action or otherwise, will not exceed the total fee paid by you under these Advertising Terms in respect of the Advertisement in question.
g. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
a. You warrant that you will:
i. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
ii. put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet your statutory responsibilities in this regard; and
iii. promptly notify us of any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with this Agreement.
b. Ascential is part of an enlarged corporate group which pledges to trade legally and respect all laws including the Trade Sanctions imposed by EU and US Governments. We operate a Group Sanctions Policy which means that Ascential cannot accept subscriptions or other orders from individuals or organisations based or residing in, or connected with, a country or organisation which is subject to EU or US Government sanctions. Ascential reserves the right to refuse to accept an order from any such person or organisation.
c. Notwithstanding anything else in this Agreement, breach by you of the foregoing Anti-Bribery and Sanctions provisions will be deemed a material breach of this Agreement.
a. The documents comprising this Agreement (together with any documents referred to therein or required to be entered into thereunder) contain the entire agreement and understanding between us and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of this Agreement and any such document.
b. The Agreement will apply to the exclusion of all other terms and conditions (including any which you purport to apply under any purchase order, confirmation of order, specification or other document).
c. Where and to the extent that you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind such organisation. Any person who has access to any of the products or services which you procure from Ascential, by virtue of being designated by you as an individual user of the same, similarly agrees to be bound by the terms of this Agreement.
d. Notices required under this Agreement will be sent by email to the relevant party’s address on the Order Form or as otherwise agreed in writing for such purpose. Notice by email is deemed effective three hours from transmission. Ascential may also give notice to you via its website and such notice is deemed effective at the time at which it appears on the relevant website.
e. You acknowledge and agree that communication with Ascential may be electronic. Ascential may contact you by email or provide you with information by posting on its main website or one of its brand’s websites. You agree to this electronic means of communication and you acknowledge that any communications that Ascential send to you electronically comply with any legal or contractual requirement that such communication be made in writing.
f. You may not assign, sub-license, subcontract or otherwise transfer to any third party (including any company within your corporate group, if applicable) any of your rights or obligations under this Agreement. Ascential may assign, sub-license, subcontract or otherwise transfer to any third party (including any Ascential Group company) any of its rights or obligations under this Agreement at any time and without notice.
g. In the event that any provision of this Agreement is held to be invalid or unenforceable, that portion shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, the remainder of this Agreement will remain valid and enforceable.
h. The official version of this Agreement is in the English language. Any translations of this Agreement are provided merely for convenience and will not be legally binding. In the event of any conflict between the English language version and any translations, the English version will prevail.
i. Where this Agreement uses the words ‘include’ and ‘including’, these are illustrative and not limiting.
j. This Agreement will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.
k. You must effect and will maintain in place appropriate insurance cover for an amount sufficient to cover your liabilities under this Agreement, including all insurances required by law.
l. Each party acknowledges that in entering into this Agreement it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Agreement.
m. No person who is not a party to the Agreement will have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement will not be subject to the consent of any third party.
n. Ascential will have no liability to you for any failure or delay in performing any obligation under this Agreement as a result of any event beyond its or its subcontractors’ reasonable control.
o. Ascential may revise this Agreement at any time by posting an update on its principal website. It is your responsibility to check that website from time to time and to review the most up-to-date version of this Agreement.
a. This Agreement will be governed by and construed in accordance with English law and the courts of England will have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.
b. This choice of law and jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.