ARROW PUBLISHING LIMITED Terms and conditions for the supply of ADVERTISING services 1. Definitions
1.1 In these terms and conditions the following words shall have the following meanings:
Advertisement: the promotion of goods, services or an event by a Customer; Conditions: the terms and conditions which govern the Contract and which are set out in this document.
Contract: the contract which is created between the Customer and the Publisher under condition
2.1 and which is evidenced by these Conditions and the Order Confirmation.
Customer: the person, firm or company named on the Order Confirmation and who purchases Services from the Publisher.
Distribution Area:
for the Stratford edition of the Publication means postcode area CV37, for the Henley & Villages edition, postcode B94 and postcode B95; for the Bidford and Alcester edition means postcode area B49 and postcode area B50; and for the Warwick villages edition of the Publication means postcode CV35, the Evesham villages edition means postcode WR11.
The distribution figure change on a month to month basis due to new build homes and change in postcode boundaries. On occasion, a postman’s walk may cross another postcode sector which may result that a postcode address within the relevant distribution area will not receive a copy of the magazine. The Publisher does not guarantee that every address will receive a copy of the magazine.Force Majeure: an event beyond the reasonable control of the Publisher whereby it is prevented from or delayed in the carrying on of its business including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, extreme weather conditions, flood, epidemic, lock‐outs, strikes or other labour disputes (whether or not relating to the Publisher’s workforce or that of any sub-contractor), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. Input Material
: all documents, drawings, maps, plans, designs, pictures, images, information and materials provided by the Customer relating to the Services including (without limitation), computer programs, data, reports and specifications. Intellectual Property Rights
: all patents, copyright and related rights, trade marks, design rights, database rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, in or relating to the Deliverables.
Order: means a request for Services placed by the Customer with the Publisher
Order Confirmation: means the confirmation sent by the Publisher to the Customer, whether by email or other means, confirming details of the Customer’s request for Services.
Publisher: Arrow Publishing Limited
Publication: means the Arrow Advertiser magazine Services
: the publication of Advertisements by the Publisher either (i) in the Publication, (ii) on the Website (including banner advertisements on the Website) or (iii) by an electronic mail marketing campaign and any other related service which the Publisher agrees to provide, to the Customer.
Website: the Publisher’s website at
www.arrowadvertiser.co.uk.
2. Quotations and Orders 2.1 The Customer's acceptance of a quotation for Services by the Publisher, constitutes an offer by the Customer to purchase the Services on these Conditions. No offer placed by the Customer shall be accepted by the Publisher other than:
(a) by a written acknowledgement issued and executed by the Publisher in the form of an Order Confirmation; or
(b) (if earlier) by the Publisher starting to provide the Services, when a contract for the supply and purchase of the Services on these Conditions will be established.
2.2 Quotations are given by the Publisher on the basis that no Contract shall come into existence except in accordance with condition
2.1. All quotations are valid for a period of 30 days from its date, provided that the Publisher has not previously withdrawn it.
2.3 Artwork and Input Material for Advertisements must be provided by the Customer by the specified deadline in one of the following formats: PDF; EPS; and JPEG (at 300 dpi).
2.4 The Publisher reserves the right not to accept the Customer’s Order or to publish any Advertisement placed by the Customer and the Publisher will not be liable for any loss or damage incurred as a result. The Publisher may reject any Order (in whole or part) prior to (any) publication by notice to the Customer and (to the extent rejected) the Publisher will refund any pre-payment in that case but will have no further liability.
2.5 The Publisher may carry forward an Advertisement not inserted to the next suitable issue of a Publication. If the Customer places an Order but fails to provide copy/artwork by the deadline requested by the Publisher, the Publisher may repeat any previous relevant Advertisement from the Customer for which the Publisher has copy, or use a filler, and charge the Customer the full price for the Services in any event.
2.6 The Customer confirms and warrants to the Publisher that the Input Material the Customer provides and the publication by the Publisher of an Advertisement pursuant to an Order will: (a) be legal, decent, honest and truthful; (b) not result in a breach of any relevant Code of Practice, including the Advertising Standards Code of Practice; (c) not breach any legislation, be defamatory, obscene, designed to incite racial violence or hatred or infringe any copyright, trademarks or other legal rights of any person or company and that the Customer has received any consent needed to refer to or portray people (expressly or impliedly) in the advertisement; (d) if appearing on the Website, will not contain hyperlinks or metatags linking to the Customer’s own website unless express prior permission has been granted by the Publisher; (e) in the case of any Input Material submitted for publication by the Customer 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, have the authority of that living person to make use of his or her name, identity, image, representation and/or copy; (f) all artwork or other material submitted to the Publisher by electronic means shall not contain software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, and shall not be corrupted; and (g) will not infringe the Intellectual Property Rights of any third party and the Customer has full authority to place the Advertisement.
2.7 Any Input Material, copy or artwork submitted by the Customer is held by the Publisher at the Customer’s own risk and should be insured by the Customer against loss or damage from whatever cause. The Publisher reserves the right to destroy without notice all such property after the date of its last appearance in an advertisement unless agreed otherwise in writing.
2.8 The Customer shall report to the Publisher any suspected errors contained in an Advertisement or faults on the Website as soon as such error or fault come to the Customer's attention.
2.9 The frequency and duration of Advertisements will be as agreed between the Publisher and the Customer as specified in the Order Confirmation. The Publisher shall have the right to alter a publication date or the date for an electronic mail campaign where necessary and will provide the Customer with as much notice as possible of such alternative date. A change to the date of publication shall not entitle the Customer to a refund.
2.10 Where the Services involve the publication of Advertisements via an electronic mail campaign, emails will be sent to the Publisher’s mailing list which shall be made up of subscribers who have opted in to receive Advertisements via email from the Publisher, On no account may the Customer copy or use this list for the purposes of creating its own list of email recipients or for sending “SPAM” or other forms of unsolicited email. The Publisher will decide the frequency of electronic mail campaigns to ensure it does not act in breach of relevant laws. An unsubscribe link will be published at the end of each email.
3. Publisher's obligations 3.1 The Publisher shall use reasonable endeavours to provide the Services in accordance with the Order Confirmation.
3.2 The Publisher shall use reasonable endeavours to distribute the Publication within 10 working days (excluding Bank Holidays) of the distribution dates stated on the Website but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Distribution will be undertaken using Royal Mail door to door service within the appropriate Distribution Area as stated in the Order Confirmation.
On occasion, a postman’s walk may cross another postcode border, which may result that a postcode address within the relevant Distribution Area will not receive a copy of the magazine. The Publisher does not guarantee that every address will receive a copy of the magazine.3.3 The Publisher cannot guarantee insertion or that any Advertisement placed by the Customer will occupy a specific position in the Publication or on the Website or that competing businesses, products or events will not appear in the Publication or on the Website, on the same page as the Customer’s Advertisement in the Publication or the Website. The Publisher cannot guarantee the results from the Advertisement, that the Customer’s revenue will increase as a result, that the Advertisement will generate target response levels or page impressions.
3.4 Where the Customer wishes to partake in the e-shot campaigns run or operated by the Publisher it acknowledges and agrees to the following: (a) Each e-shot campaign is run once per month and issued to those clients listed on the Publisher’s own list. Ownership and all rights to the client e-shot list vest in the Publisher entirely and participation in the e-shot campaign does not entitle the Customer to claim any right or entitlement to the list; (b) The timing and frequency of the e-shot campaign is entirely at the discretion of the Publisher; (c) Participation in the e-shot campaign is open to existing long-term customers of the Publisher and subject to payment of the appropriate fee to the Publisher; and (d) There is a limit to the number of inserts which a Customer may have in any one e-shot campaign.
4. Business Directory
4.1 The position and prominence of any listing in the Business Directory is entirely at the discretion of the Publisher.
5. Errors Omissions or Inaccuracies in Advertisements
5.1 The Publisher will not be liable for: (a) any error (including but not limited to spelling and text errors), misprint, inaccuracy or omission in Advertisements, if a proof has been provided to and agreed by the Customer (please note the Publisher does not guarantee that the Customer will be provided with a proof); (b) any error (including but not limited to spelling and text errors), misprint, inaccuracy or omission in an advertisement, if that error is notified to the Publisher more than one week after its publication; (c) any error (including but not limited to spelling and text errors) misprint, inaccuracy or omission in a second or subsequent Advertisement in a series; (d) any error (including but not limited to spelling and text errors) misprint, inaccuracy or omission in an Advertisement which does not detract from the essence of that Advertisement.
5.2 Where the Publisher acknowledges an error (including but not limited to spelling and text errors) misprint, inaccuracy or omission the Publisher will, at its choice, either publish the corrected Advertisement, or depending upon how payment was made issue the Customer a credit note or refund its credit/debit card, to a value not exceeding the price of the Advertisement and this will be the limit of the Publisher’s liability in respect of the error, misprint, inaccuracy or omission.
6. Charges and payment 6.1 In consideration of the provision of the Services by the Publisher, the Customer shall pay the charges as set out in the Order Confirmation (or any revised charges as may be notified to the Customer) plus value added tax which shall be added to the charges.
6.2 The Services must be paid for either by bank transfer to the Publisher’s nominated bank account, by direct debit payment in which case a completed direct debit mandate must be completed for this purpose in advance or by credit or debit card payment. All invoices must be paid for in advance of delivery of the Services unless agreed otherwise with the Publisher in writing prior to the provision of the Services in which case payment must be made by the due date. Time for payment shall be of the essence of the Contract
6.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Publisher on the date agreed with the Publisher, the Publisher may: (a) charge late payment charges which shall be calculated in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the date the payment was originally due until the date of actual payment; (b) charge an administration fee for any late payment notices which it sends to the Customer in the event of late payment. The Publisher also reserves the right to cancel any discount that it may have offered to the Customer, to alter the payment terms and/or to suspend or cancel future Services in the case of late payment; and (c) instruct a debt collection agency or law firm to collect its payment (including any interest and/or late payment charges) on its behalf. In such circumstances the Customer will be liable to pay an additional sum to the Publisher which will not exceed the reasonable costs that it may have to pay the debt collection agency or law firm, who will add the sum to the Customer’s outstanding debt on the Publisher’s behalf.
6.4 All sums payable to the Publisher under the Contract shall become due immediately on its termination, despite any other provision. This condition 7.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.5 The Publisher may, without prejudice to any other rights it may have, set off any liability of the Customer to the Publisher against any liability of the Publisher to the Customer.
7. Intellectual property rights 7.1 The Publisher retains copyright (and any other Intellectual Property Rights) in all the artwork, copy and other materials in any Advertisement produced by the Publisher during the provision of the Services (even if combined with any of the Customer’s copyright materials). In addition, the Customer agrees that the Publisher owns the copyright in the typographical arrangement of all Advertisements produced during the provision of the Services and in the client listing developed by the Publisher.
7.2 The Customer hereby grants (or procures the grant of) a non-exclusive, limited (for the purposes of performing the Services), royalty free licence to the Publisher to use the Intellectual Property Rights in (i) the contents and Input Material of any Advertisement produced by the Customer and (ii) the use of the Customer’s trade name or logo.
8. Limitation of liability and Indemnity THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION 8.1 This condition 8 sets out the entire financial liability of the Publisher (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of: (a) any breach of the Contract ; (b) any use made by the Customer of the Services; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these Conditions limits or excludes the liability of the Publisher: (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Publisher. The Publisher shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.4 It is acknowledged by the Customer that the Publisher is reliant on the services of external service providers such as British Telecommunications when providing the Services and as a result it cannot guarantee that the Website and Advertisements displayed on the Website will be accessible by users at all times. The Publisher shall have no responsibility or liability arising out of or in connection with any communications or network defects, delays or failures (whether temporary or otherwise) (a) experienced by the Customer or any third party while accessing the Website; and/or (b) which impact on any Service. No uptime guarantees can be offered by the Publisher and for the avoidance of doubt no refunds will be made in respect of interruptions to the availability of the Website.
8.5 Subject to condition 8.6 The Publisher's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services in the 12 month period immediately preceding the event which gave rise to the liability.
8.7 The Customer agrees to promptly and fully to indemnify the Publisher and keep the Publisher indemnified and hold it harmless against any and all expenses, damages, liability, claims and losses of any kind (including reasonable legal fees and costs) incurred by us in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or sales practices) arising from an Advertisement and/or any Input Material or as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Conditions or implied by law and the indemnity may, without limitation, be claimed as a debt or liquidated demand.
9. Termination 9.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract immediately on giving notice to the other if: (a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or (d) the other party is unable to pay its debts as they fall due or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or enters into compulsory or voluntary liquidation or has a receiver or manager or an administrative receiver or an administrator appointed over its assets or (being a natural person) is deemed either unable to pay his debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply or ceases for any reason to carry on business; or (e) an event of Force Majeure continues for more than 3 months preventing the Publisher from performing its obligations under this Contract.
9.2 On termination of the Contract for any reason: (a) the Customer shall immediately pay to the Publisher all of the Publisher's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Publisher may submit an invoice, which shall be payable immediately on receipt; and (b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
10. General 10.1 The Publisher may subcontract any part or parts of the performance of the Services that it provides and it may assign or novate any part or parts of its rights and obligations under the Contract without the Customer’s consent or any requirement to notify the Customer. The Customer may not assign or transfer its rights or obligations under the Contract without the Publisher’s express written consent.
10.2 The Publisher may vary these Conditions at any time by either sending the Customer a copy of the updated version or by publishing the updated version on its Website. All Orders made by the Customer following such publication shall be subject to the revised terms and conditions and the placing of an Order shall be taken as the Customer’s acceptance of such varied terms.
10.3 These Conditions and the Order Confirmation constitute the entire agreement between the Customer and the Publisher and shall prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
10.4 Where it has been necessary to obtain the Customer’s personal data in order to consider its application for a credit account the Customer hereby consents to the Publisher passing this personal data to a third party credit insurer or provider for the purpose of considering the Customer’s application for a credit account.
10.5 If any term or condition of the Contract shall be deemed invalid, illegal or unenforceable, the Customer and the Publisher both agree that such term or condition shall be deemed to be deleted and the remainder of the Contract shall continue in force without such term or condition.
10.6 These Conditions and the Contract shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
10.7 No delay or failure on the part of the Publisher to enforce our rights or remedies under the Contract shall constitute a waiver on its part of such rights or remedies unless such waiver is confirmed in writing.
10.8 It is not intended that the undertakings and obligations of the parties set out in this Agreement shall be for the benefit of and capable of being enforced by any other person by virtue of the Contracts (Rights of Third Parties) Act 1999.
10.9 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party.
