1. DEFINITIONS
Advertisement – The advertisement comprising the Copy for insertion on the Website in accordance with the Offer.
Advertiser – The company, partnership, sole trader or individual who books advertising space on the Website.
Advertising Period – The period during which the Advertisement is to be inserted on the Website as specified in the Offer.
Conditions – These terms and conditions, as varied from time to time by the Publisher.
Contract – The contract between the Publisher and the Advertiser as defined in paragraph 2.2.
Copy – The advertising copy supplied by the Advertiser to the Publisher (in a form acceptable to the Publisher including, photographs, graphics, illustrative material, or words) which may be used by the Publisher to create the Advertisement.
Copy Deadline – Any deadline indicated in the Offer.
Group Company – Any subsidiary or subsidiary undertaking or holding company or parent undertaking of the Publisher and any subsidiary or subsidiary undertaking of that holding company or parent undertaking from time to time each as defined in section 1159 Companies Act 2006 (as amended or superseded).
Minimum Price – The minimum amount payable by the Advertiser to the Publisher during the Advertising Period as specified in the Offer.
Offer – The offer to place an Advertisement on the Website including the details of the booking, which is sent by the Publisher to the Advertiser.
Position – Refers to position/location of a particular advert unit purchased by an advertiser
Price – The price payable by the Advertiser to the Publisher which shall be calculated in the manner specified in the Offer but in any event shall not be lower than the Minimum Price.
Principal – The Advertiser except where the Advertiser is acting as agent for or on behalf of another company, partnership, sole trader or individual, in which case that other company, partnership, sole trader or individual shall be the Principal.
Publisher – www.thenantwichnews.co.uk.
Specification – The technical specification to which the Copy must adhere, as specified in the Offer.
Website – The website published by or on behalf of the Publisher, as specified in the Offer (or, if for any reason the Publisher is unable to insert the Advertisement on the website set out in the Offer, a website published by or on behalf of the Publisher which, in the Publisher’s reasonable opinion, is of a comparable nature to the website specified in the Offer).
2. CONTRACT
2.1 The Contract is made between (1) the Publisher and (2) the Advertiser and the Principal. If the Advertiser is not the Principal, the Advertiser shall be jointly and severally responsible and liable with the Principal for the obligations and liabilities of the Principal and references hereafter to the Advertiser shall include the Principal.
2.2 The Publisher shall send an Offer setting out the details of the booking to the Advertiser, and a binding contract for the display of an Advertisement on the Website in accordance with these Conditions (“Contract”) shall take effect immediately upon the Advertiser communicating acceptance of the offer, or shall be deemed to take effect if the Advertiser fails to provide written notice to the Publisher of an intention to reject the Offer within 48 hours of the Publisher sending the Offer. If an Offer relates to more than one Advertisement, each Advertisement shall be treated as a separate Contract.
2.3 In the event of a renewal booking of an existing Advertisement, a new Offer will be issued by the Publisher approximately 7 days before the renewal period begins. This renewal period shall take effect immediately upon the Advertiser communicating acceptance of the renewal Offer and agreeing to the Conditions (“Contract”), or shall be deemed to take effect if the Advertiser fails to provide written notice to the Publisher of an intention to reject the renewal Offer within 48 hours of the Publisher sending the Offer.
2.4 No variation of these Conditions or any Contract shall be binding unless agreed in writing and signed by an authorised representative on behalf of the Publisher.
2.5 The Publisher reserves the right, without liability, to cancel the Contract and/or omit any Advertisement due to be displayed to visitors to the Website if: (a) the Copy is not reasonably acceptable to the Publisher; or (b) the Copy is or may, in the reasonable opinion of the Publisher, be obscene, blasphemous, libellous, defamatory, indecent, inaccurate, misleading, inappropriate for the Website, in contravention of any applicable laws, rules, regulations, guidance or codes of practice or give rise to any claims or complaints from a third party; or (c) the Copy infringes or may infringe the intellectual property or proprietary rights of any person, or (d) the Advertiser is in breach of these Conditions including, without limitation, paragraph 7; or (e) the Copy does not comply with the Specification; or (f) the Website is suspended or ceases to be published by the Publisher for any reason.
3. PUBLICATION
3.1 Delivery of the Advertisement is subject to the Copy complying with paragraph 2.5 and position being available on the Website during the Advertising Period. The Publisher gives no warranty or guarantee in relation to space availability, and reserves the right to amend the position of an advert unit if required for technical and/or functionality reasons. Nothing in these Conditions or any Contract shall prevent or restrict the Publisher from redesigning the Website. Subject to paragraphs 4.1 and 6 the Advertiser shall not be liable for the Price where the Advertisement is not delivered to any visitors to the Website during the Advertising Period due to any act, default or omission of the Publisher.
3.2 The Publisher shall use reasonable endeavours to deliver each Advertisement to visitors to the Website in accordance with the Offer. Notwithstanding the generality of the foregoing, the Publisher reserves the right for any reason to:
• 3.2.1 move or amend the position of an advertisement within the Website to a place which, in the reasonable opinion of the Publisher, is comparable to the original place agreed with the Advertiser; or
• 3.2.2 display any Advertisement to visitors to a comparable website to that stated in the Offer; or
• 3.2.3 alter the Advertising Period, provided that the revised Advertising Period is equivalent in length to that originally agreed with the Publisher,
PROVIDED THAT in each case the Publisher notifies the Advertiser in advance of the same.
3.3 The Advertiser acknowledges and agrees that the Publisher may use a third party to target the delivery of the Advertisement to those visitors to the Website who meet certain criteria agreed between the Advertiser and the Publisher and as such the Advertisement may not be displayed to all visitors to the Website.
3.4 The Advertiser acknowledges and agrees that the Publisher may from time to time enter into deep linking arrangements with third parties, the effect of which may be to enable visitors to the Website to bypass pages displaying the Advertisement. The Publisher shall incur no liability as a result of or in relation to such deep linking arrangements and shall be under no obligation to consult with or notify the Advertiser of any such deep linking arrangements.
3.5 The Advertiser shall ensure that the Advertisement does not: (i) contain software or other material, data or information not owned or licensed to it; (ii) damage, interfere with or disrupt access to the Website or do anything which may interrupt or impair its functionality.
3.6 The Publisher may position or display any adverts for products or services which compete with those of the Advertiser (“Competing Advertisement”). Without prejudice to the generality of the foregoing, the Publisher shall use reasonable endeavours to procure that the Advertisement is not displayed immediately next to a Competing Advertisement where such competing products or services have been advised by the Advertiser to the Publisher in writing.
3.7 The Publisher reserves the right to re-position an advert, such as from a static unit to a randomised slider unit, if (in the reasonable opinion of the Publisher) it is required to improve audience engagement and/or design and/or functionality of the Website. The Publisher will take all reasonable care in doing so to not disadvantage the Advertiser.
3.8 The Publisher shall be under no liability whatsoever to the Advertiser or any other person if it is unable to comply with the terms of any Contract for any reason beyond its reasonable control including without prejudice to the generality of the foregoing any Act of God, war, terrorism, fire, flood, failure of the internet, failure of power supply, shortage or labour or supplies, strike or any action taken by employees, agents, sub-contractors or otherwise.
3.9 The Publisher shall have the right in its sole discretion to adapt, amend, vary or edit Copy so as to ensure that it complies with Paragraph 2.4. Such right shall be without prejudice to any of the Publisher’s rights under these Conditions. The Advertiser must notify the Publisher immediately in writing of any inaccuracy with the Copy or Advertisement.
3.10 Save where the Publisher has given prior written permission, the Advertiser shall ensure that the Advertisement does not collect information about users of the Website (including in particular, but not limited to, aggregated data relating to the individual readership habits of users of the Website, or the names and addresses of such users) whether by way of “cookies” or any other means, in particular in order to re-target such users via third party websites or to sell such aggregated data to third party networks. The Publisher reserves the right to reject any URL link or “cookie” embodied within any Advertisement at any time and at its sole discretion. When seeking permission from the Publisher, the Advertiser must disclose to the Publisher if it intends to: (i) disclose the data collected by the Advertiser to any third party; (ii) use the data collected by the Advertiser to track or target users when they leave the Website; or (iii) combine the data collected by the Advertiser with information from other sources. The Advertiser shall ensure that it complies with the Publisher’s Privacy Policy as amended from time to time and all applicable laws, regulations and industry best practice relating to collecting information about users of the Website.
4. COPY SUPPLY
4.1 It is the responsibility of the Advertiser to supply the Publisher with Copy before the Copy Deadline (where specified) and the Advertiser acknowledges that time is of the essence. If an Advertisement is not displayed to visitors to the Website as a result of or in relation to the Advertiser’s failure to deliver suitable Copy before the Copy Deadline, the Minimum Price remains payable in full in accordance with paragraph 7.
4.2 If the Advertiser fails to deliver suitable Copy by the Copy Deadline, the Publisher may, in its sole discretion, agree to display an Advertisement for the remainder of the Advertising Period following receipt of the Copy, in which case the number of Impressions to be generated during the Advertising Period, as specified in the Offer, shall be pro-rated downwards equal to the number of days the Advert is not displayed on the Website as a result of such failure.
4.3 If the Advertiser chooses to display an Advertisement which requires the services of a third party media rich specialist, the Advertiser shall be responsible for all costs and expenses associated with the same, unless expressly agreed to the contrary and stated on the Offer.
5. WARRANTIES AND INDEMNITY
5.1 The Advertiser warrants and represents to the Publisher that:
• (a) It has the power, authority and capacity to enter into the Contract with the Publisher;
• (b) The Copy will not be obscene, blasphemous, libellous, defamatory, offensive, indecent, inaccurate or misleading as to price or in any other way and will not contravene any applicable laws, rules, regulations or advertising codes (including, without limitation, all codes of practice issued by the Advertising Standards Authority or the Committee of Advertising Practice) and will comply with the Specification;
• (c) The Advertiser is the legal and beneficial owner of all intellectual property and proprietary rights in the Copy or it has the right to use and to permit the Publisher to use and exploit the same in accordance with these Conditions and the Contract;
• (d) The use of the Copy to create the Advertisement and the display of the Advertisement to visitors to the Website in accordance with any Contract does not and will not infringe the intellectual property or proprietary rights of a third party; and
• (e) It will comply with the terms of any contract for the sale of goods or services between the Advertiser and customers who have responded to the Advertisement.
5.2 The Advertiser shall indemnify the Publisher in full and on demand from and against any loss (including, without limitation, economic loss, loss of profit, loss of goodwill, loss of contracts, loss of business, loss of reputation or like loss), damage, costs (including legal costs incurred in enforcing this indemnity) or expenses suffered or incurred by the Publisher or any of its Group Companies or their respective employees, agents or subcontractors directly or indirectly as a result of or in relation to: (a) any act, default or omission (including negligence) of the Advertiser or any of its employees, agents or subcontractors, (b) any breach of these Conditions or the Contract by the Advertiser or any of its employees, agents or subcontractors, or (c) the reproduction, publication and/or display of any Advertisement on or through the Website in accordance with any Contract.
5.3 The Publisher makes no warranties of any kind, whether express or implied, in relation to the Website, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, nor any implied warranty that the Website will meet any requirements of the Advertiser or will be uninterrupted, timely, secure or error free, nor that defects will be corrected, nor that the Website or the server or other hardware or software that makes them available are free from viruses or bugs or are fully functional, accurate or reliable. In addition, the Publisher makes no warranties or representations in relation to the number of people which may be expected to visit the Website.
6. CANCELLATIONS
6.1 Any Contract may be cancelled by the Advertiser on written notice to the address specified for the Publisher in this Contract and will be effective 30 days following receipt of the same by the Publisher (the “Effective Date of Cancellation”).
6.2 In the event that the Website is suspended or ceases to be published by the Publisher, the Publisher shall use reasonable efforts to inform the Advertiser as soon as reasonably possible and shall be entitled to cancel the Contract or place the Advertisement on a comparable website at the Publisher’s sole discretion without any liability whatsoever to the Advertiser.
7. PAYMENT
7.1 The Advertiser shall comply with any payment terms that are specified in the Offer and pay the Publisher the Price as specified on the invoice. Payment will normally be required to be completed before the Advertisement is displayed “live” on the Website, unless otherwise agreed with the Publisher.
7.2 If the Advertiser fails to pay any sums due to the Publisher within 14 days of the invoice being issued, the Publisher reserves the right to cancel any Contract and/or suspend the publication of any Advertisement and to charge interest on all overdue sums at the rate of 8% per annum above the base rate of Barclays Bank plc from the due date for payment until the date payment is received in full in cash or cleared funds and recover all reasonable costs incurred by the Publisher to recover such overdue sums.
7.3 The Publisher shall, at any time, without prejudice to its other rights and remedies, be entitled to specify to the Advertiser alternative payment terms to those set out in clause 7.1 above. In particular, the Publisher shall be entitled to require payment in advance by the Advertiser or payment earlier than provided for at clause 7.1 above in the event that, inter alia, the result of a credit check on the Advertiser is unsatisfactory to the Publisher or the Advertiser repeatedly makes late payments in breach of the provisions of clause 7.1 above.
8. ERRORS
8.1 Although every effort is made to avoid errors, should they occur the Advertiser acknowledges and accepts that Publisher will not be liable to the Advertiser for breach of Contract or in any other manner whatsoever where:
• 8.1.1 The error is due to inaccurate, incomplete or imprecise instructions from the Advertiser; or
• 8.1.2 The Copy has only been submitted verbally to the Publisher; or
• 8.1.3 The Copy is not supplied until after the Copy Deadline and/or the Publisher has exercised its rights under paragraph 3.6 or 4.2 above; or
• 8.1.4 The error concerns the colour reproduction of the Advertisement and the Advertiser has failed to supply a colour proof with the Copy in a form which is reasonably satisfactory to the Publisher,
AND in such circumstances, the Advertiser remains liable in full for the Price.
8.2 The Publisher’s aggregate liability to the Advertiser pursuant to any Contract (including these Conditions), whether in contract, tort (including negligence), breach of statutory duty or otherwise shall (except in relation to death or personal injury resulting from its negligence) be limited to the total Price payable by the Advertiser to the Publisher under that Contract during the Advertising Period. The Publisher shall not be liable to the Advertiser for any special, indirect or consequential loss including, without limitation, economic loss or any loss of profit, loss of revenue, loss of contracts, loss of business, loss of goodwill, loss of reputation or like loss.
8.3 If the Publisher is liable to the Advertiser pursuant to these Conditions for an error of the Publisher, the Publisher shall (unless otherwise agreed in writing) either publish or re-publish the Advertisement on the Website during a period to be agreed between the parties or, if applicable, reimburse a percentage of the Price equal to the percentage loss of response which can, in the Publisher’s reasonable opinion, be attributed to that error. For the avoidance of doubt, the Publisher’s liability to the Advertiser for such error shall be limited in accordance with paragraph 8.2.
9. GENERAL AND JURISDICTION
9.1 Each Contract shall be governed by these Conditions, which represent the entire agreement between the parties in relation to the subject matter and supersede all prior agreements and understandings between the parties. In the event of any conflict between these Conditions and any terms or conditions incorporated in any form of offer, quotation or other correspondence or documentation submitted by the Advertiser, these Conditions shall prevail.
9.2 The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect the continuing validity, legality and enforceability of the remainder of these Conditions.
9.3 Nothing in these Conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party the agent or employee of the other for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
9.4 The Advertiser shall not be entitled to assign the Contract without the prior written consent of the Publisher. The Publisher shall be entitled to sub-contract the whole or any part of its obligations under the Contract and to assign the Contract.
9.5 A failure or delay by the Publisher to exercising any right or remedy under the Contract shall not constitute a waiver of such rights or remedy.
9.6 Confirmation by email of the Advertiser’s acceptance of these terms shall be deemed valid acceptance of the terms of this Agreement. Any variation to the terms of this Agreement shall be agreed in writing between the parties, save that the parties specifically agree that a variation to terms set out in the Offer may be agreed by both parties by email.
9.7 The Contract shall be governed by the laws of England and each party submits to the exclusive jurisdiction of the English Courts save that the Publisher reserves the right to take action against the Advertiser in any other jurisdiction.
9.8 A person who is not a party to the Contract shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions.
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