This agreement shall commence on a date as described in Clause 2.2
IT IS HEREBY AGREED as follows
the space (referred to as Services for the purpose of this contract) purchased by the Buyer to promote its products and services, taking the form of a visual or editorial message, and includes graphic design and leaflet distribution.
any present or future applicable code of practice of the Committee of Advertising Practice or Broadcast Committee of Advertising Practice and includes any applicable modification, extension, or replacement thereof in force from time to time, together with other UK laws, statutes, and regulations with are directly applicable to the Services
Authorised Client Approver
those personnel of the Buyer notified to the Seller, or whom the Seller might reasonably assume has authority to bind the Buyer in matters relating to the Contract.
means NE Local Magazines Ltd registered in England & Wales with company registration number 12098802.
a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
agreement by the Buyer to purchase Services from the Seller for longer than one (1) consecutive distribution run.
the person or entity who buys or agrees to buy the Services from the Seller.
has meaning set out in Clause 7.1.
any data, equipment, computer systems, software, documents, images and any other materials or information owned by or licensed to the Buyer which are to be used by the Seller in the delivery of the Services.
has meaning set out in Clause 2.2.
these Terms and Conditions as amended from time to time in accordance with Clause 12.5.
the Contract between the Seller and the Buyer for the supply of Services in accordance with these Terms and Conditions and any special terms and conditions agreed in writing by the Seller.
the price for the Services, excluding VAT and any relevant carriage, packaging, and insurance costs.
Force Majeure Event
has the meaning set out in clause 11.
Intellectual Property Rights
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
the Buyer’s order for the supply of Services as purchased from the Seller’s website www.gosforthlocal.co.uk as detailed OR in the Buyer’s purchase order form.
the Services supplied by the Seller to the Buyer as set out in the Order.
has the meaning set out in clause 8.1.
the duration of the Contract as set out in the Order.
1.1 This contact sets out the following Interpretations:
1.1.1 a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statutory provision, as amended or re-enacted.
1.1.2 any phase introduced by the Terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.1.3 a reference to writing or written includes email, or any other digital communication unless otherwise stated.
2. Basis of Contract
2.1 These Terms and Conditions shall form the basis of the Contract between the Seller and the Buyer in relation to the supply of Services, to the exclusion of all other Terms and Conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 The Order of Services shall be deemed as acceptance from the Buyer to purchase Services from the Seller pursuant to these Conditions on the date the Order is placed on the Seller’s website, or the Buyer provides alternative written communication outlining the Services required and agreement of the total price supplied by the Seller for the delivery of the Services.
2.3 Commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of an authorised director of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3.1 The Price is deemed to be the total Price detailed on the Order
3.2 The Seller reserves the right to revise the Price of Services at any time. Orders are accepted on the basis that the Price binds the Buyer in respect of the next iteration of the Service to be delivered by the Seller. In the case of a price increase, which the Seller chooses to charge the Buyer, then the Buyer has the option to either cancel without surcharge or penalty, or to continue future Services at the new rate.
4. Payment and Interest
4.1 Payment of the Price and VAT (if applicable now or in the future) shall be made on placing the Order for Services and shall be deemed to be of the essence of the Contract.
4.2 All invoices raised by the Seller shall become due for payment by the date shown on the invoice without exception. Payment for Services purchased via the Seller’s website shall be payable immediately.
4.3 Payment for the supply of Services is required in advance of the Services being delivered in all instances.
4.4 Invoices which are overdue for a period exceeding fourteen (14) days from the invoice due date for any Services will be subject to credit control procedures, which may or may not include legal proceedings being taken. The Seller reserves the right to exercise its statutory right to claim interest and compensation for debt recovery costs under the applicable late payment legislation.
4.5 Interest on overdue invoices exceeding fourteen (14) days shall accrue from the date when payment becomes due, calculated on a daily basis until the date of payment, at the rate of 8% per annum above the Bank of England base rate.
4.6 The Seller has the right to withhold the supply of Services until full payment has been received from the Buyer.
4.7 The Buyer shall pay all invoices in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.
4.8 Payment for Services should be made via Electronic Funds Transfer. Payment by cash or cheque is not accepted. Any fees incurred from cash or cheque payments where no alternative form of payment is available to the Buyer will incur the applicable bank charges associated with such payment method.
5. Errors and Omissions
5.1 The Seller will make every reasonable endeavour to meet the wishes of the Buyer. The Seller does not guarantee the placement of any particular Service.
5.2 In the event of any error, misprint, or omission in the publication of the Services, or relevant part of the Services, the Seller may make a reasonable refund of, or an adjustment to the cost. No re-insertion, refund or adjustment will be made where the error, misprint or omission does not materially detract from the Services.
5.4 It is the responsibility of the Buyer to check the first placement of the Services and notify the Seller immediately of any errors. The Seller assumes no responsibility for the repetition of errors unless previously notified.
5.5 The Seller shall not be liable for any loss or damage occasioned by any total or partial failure (however caused) of publication or distribution in which a Service is set to appear.
6. Supply of Services
6.1 The Seller shall provide the Services for the Buyer as described in the Order.
6.2 The Seller shall use all reasonable endeavours to supply the Services in accordance with the Order using reasonable care and skill.
6.3 The Seller undertakes to use its reasonable endeavours to meet any dates specified on the order, but any such dates shall be estimates only and time shall not be of the essence for the performance or delivery of Services.
6.4 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Services.
6.5 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services and shall notify the Buyer in any such event.
6.6 All Services are accepted subject to the Seller’s approval of the copy and the required space being available. The Seller does not guarantee any specific placement of Advertisement but will endeavour to rotate the placement of Advertisements for Block Bookings.
6.7 The Seller reserves the right to place the word ‘Advertisement’ within the copy which (in the opinion of the Seller) resembles editorial matter.
6.8 The Seller reserves the right to refuse Buyer Material which may be deemed defamatory or offensive, or which promote products that may be considered indecent or illegal.
6.9 The Seller makes no guarantee to the Buyer as to the performance of the Services delivered.
7. Buyer Obligations
7.1 The Buyer shall ensure that the terms of the Order and any information it provides are complete and accurate.
7.2 The Buyer shall co-operate with and ensure any Authorised Client Approver co-operates with the Seller, in all matters relating to the supply of Services.
7.3 The Buyer shall promptly provide the Seller with such information and materials as the Seller may reasonably require to supply the Services and ensure that such information is accurate in all material aspects.
7.4 The Buyer shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
7.5 The Buyer agrees to indemnify the Seller in respect of all costs, damages, or other charges falling upon the Seller as a result of legal actions or threatened legal actions arising from the delivery of the Services.
7.6 The Buyer shall assure the Seller that the information supplied for the Service is legal, decent, honest, and truthful, complying with the British Code of Advertising and Sales Promotion, with any relevant codes of practice and with the requirements of current legislation.
7.7 If the Seller’s performance of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation:
7.7.1 The Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer’s Default, and to rely on the Buyer’s Default to relieve it from the performance of any of its obligations to the extent the Buyer’s Default prevents or delays the Seller’s performance of any of its obligations.
7.7.2 The Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Buyer’s failure or delay to perform any of its obligations as set out in this clause 7.7; and
7.7.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
8. Intellectual Property Rights
8.1 All Intellectual Property Rights for all uses of artwork, copy and other materials, referred to as Seller Materials, which the Seller has originated, contributed to or reworked, shall be held by the Seller. Any Advertisements created using Seller Materials may not be reproduced in any form, whole or part, without the express written permission of the Seller. If the Buyer wishes to use Seller Materials in another publication, the Seller reserves the right to charge a release fee.
8.2 The Seller reserves the right to charge a fee of £100 where permission is not obtained to use Seller Materials in any other publication not owned by the Seller.
8.3 On supplying materials, the Buyer constitutes an assurance that all necessary authority and permissions has been secured in respect of the use of pictorial representations of, or purporting to be of, and of reference to the words attributed to living persons.
8.4 The Seller in practice will keep historic records of all artwork previously designed, but does reserve the right to destroy without notice artwork files which has been in its custody for six (6) months from its date of last publication.
8.5 All Buyer Materials are the exclusive property of the Buyer.
9. Limitation of Liability
9.1 Nothing in the Contract shall limit or exclude the Seller’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1, the Seller shall not be liable to the Buyer, whether in contract , tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
9.2.1 loss of profit
9.2.2 loss of sales or business
9.2.3 loss of agreements or contracts
9.2.4 loss of anticipated savings
9.2.5 loss of use or corruption of software, data, or information
9.2.6 loss of damage to goodwill
9.2.7 any indirect or consequential loss.
9.3 The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed fifty per cent (50%) of the total fee paid to the Seller in the delivery of Services.
9.4 This Clause 9 shall survive termination of the Contract.
10.1 Notice of cancellation by the Buyer must be received in writing and acknowledged by the Seller no less than 48 hours before the stated copy deadline of the month preceding delivery of the Service. Late cancellation may result in full payment being levied on the Buyer. If the Buyer terminated the Contract part way through an agreed Block Booking, the Seller reserves the right to surcharge previous Advertisements in Block Booking package, if a discount had been applied.
10.2 In the case of cancellation by the Buyer of a Premium Space Advertisement, no less than 14 days’ notice before the stated copy deadline of the month preceding delivery of the Service is required. Cancellation shall be given in writing by the Buyer and acknowledged by the Seller. Failure to do so may result in the Buyer being charged to full or proportional rate for the original Service.
10.3 The Seller reserves the right to cancel the Order at any time by giving reasonable notice before the next publication date, but in that event the Buyer shall not be liable for payment of the difference (if any) between the rates for a Block Booking as detailed on the Order and the standard price for the series of insertions which has appeared when the Order was terminated.
10.3 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.3.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
10.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
10.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
10.3.4 the other party’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
10.3.5 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.4 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
10.5 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 9.2.1 to clause 9.2.7, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
10.6 On termination of the Contract for any reason:
10.6.1 the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;
10.6.2 The Buyer shall return all the Seller Materials and any Deliverables which have not been fully paid for;
10.6.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
10.6.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
11. Force Majeure
11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
11.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents the Seller from providing any of the Services for more than four (4) weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
12.1 Advertising standards.
12.1.1 Both parties acknowledge that they have a responsibility to comply with all applicable Advertising Regulations.
12.1.2 Both parties will co-operate with each other in ensuring suitable objective factual product and other information is available as required to satisfy the requirement of any applicable Advertising Regulation.
12.2 Supply of artwork and copy.
12.2.1 The copy deadline for all Buyer Materials is the 15th of the month preceding the month’s publication, as stated on the Sellers website. The Seller cannot guarantee that Buyer Materials supplied after this date will be included in the requested publication, however reasonable endeavours will be made to accommodate late submission.
12.2.2 If the required copy is not received by the Seller by the quoted date, the Seller may (in its absolute discretion) treat the Buyer as having cancelled its order. If the Seller elects to proceed with the Order (notwithstanding the late supply of the Buyer Materials), the Buyer makes no assurance that proofs will be supplied, or corrections made to rectify inaccuracies.
12.2.2 Buyer Materials supplied are accepted by the Seller on the strict condition that the necessary permission has been granted. Services are delivered on the express understanding that details of goods and services are fair and accurate.
12.2.3 Buyer Materials of a visual nature such as images or prepared Advertisements can be supplied in any of the following formats: JPEG or high-res PDF at 300dpi or above and CMYK colour format. Where suitable images cannot be supplied by the Buyer, the Seller may purchase suitable stock images on their behalf at the expense of the Buyer. Text for editorial placements must be supplied on a Word document only or in the body of an email. The Seller cannot accept hard copy of text or supply via Text, or WhatsApp or similar. Failure to do so will result in additional Fees to cover the time spent transposing the text. The Company cannot be held accountable for any mistakes in text where it has spent time transposing text from a hard copy.
12.3 Customer approvals.
12.3.1 Where the Buyer is asked to give approval under or in connection with the Contract, such approval shall not be unreasonably withheld or delayed
12.3.2 It is the Buyer’s responsibility to ensure their Advertisement or editorial is approved prior to publication. The Seller will give the Buyer the opportunity to thoroughly check the accuracy of the images and copy. The Seller takes no responsibility for errors or inaccuracies once the proof has been approved by the Buyer.
12.4 Entire agreement
12.4.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter
12.4.2 Agrees that is shall have no remedies in respect of any statement, representation, assurances, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract
12.5 Variation. The Buyer may revise these terms and conditions at any time and shall notify the Customer in any such event.
12.6 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
12.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).