TERMS AND CONDITIONS OF SALE OF PHOENIX MEDIA SOLUTIONS LTD (the “Publisher”)
1. In these Conditions:
“ADVERTISER” means the person firm or company whom requests any of the Services from the Publisher, both print and digital .
“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Publisher and the Advertiser
“CONTRACT” means the contract for any of the Services “SERVICES” means any advertisement, order or service provided by the Publisher
“WRITING” includes email, letter, text message, facsimile transmission and comparable means of communication.
2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Publisher and the Advertiser.
3. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, rate card, acceptance of offer, invoice or other document or information issued by the Publisher shall be subject to correction without any liability on the part of the Publisher.
4. The Publisher shall have at its absolute discretion the right to omit, suspend or change the position of any of the Services accepted for publication. Furthermore, the Publisher may refuse to publish any of the Services for any or no reason whatsoever and shall not incur any liability to the Advertiser by so doing.
5. The Advertiser shall be solely responsible for ensuring the accuracy of any copy supplied (including any artwork) to the Publisher prior to the copy deadline date. If the Publisher does not receive the Advertisers copy before the copy deadline date the Publisher reserves the right to publish any previous copy used by the Publisher or publish the name and address details and the Publisher shall not be responsible for any errors or emissions arising. If the Publisher is unable to produce any copy then the Publisher shall have the right to invoice the advertiser, in full, for the scheduled service(s). Copy deadline date is the date determined at point of order and shown on the order confirmation.
6. No order which has been accepted by the Publisher may be cancelled or transferred by the Advertiser except with the agreement in writing of the Publisher. If the Publisher accepts the advertiser’s request to either cancel or transfer any of the Services within the following time periods the surcharge appearing adjacent to the time period will apply to the Advertiser: Any cancellation to which a multiple booking discount has been applied will be re invoiced at rate card before surcharges are applied.
Period of cancellation or Transfer prior to copy Deadline date Amount of Surcharge
Between 31 days and 62 days 30%
Between copy deadline date and 30 days 50%
Any date after copy deadline date 100%
Plus any production time allocated to the product creation would be charged at £80 per hour
7. The Advertiser shall pay the price of any of the Services together with any value added tax (less any discount to which the Advertiser is entitled, but without any other deduction) no later than 14 days of the date of the invoice. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
8. If the Advertiser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Publisher including the cancellation of the publication of any of the Services, the Publisher shall be entitled to charge the Advertiser interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The Publisher shall also be entitled to claim all legal costs incurred by instructing solicitors to collect any outstanding amounts due by the Advertiser to the Publisher for work undertaken by the Publisher’s solicitors both before and after judgment and the Advertiser hereby indemnifies the Publisher against all such costs and interest referred to in this Clause.
9. Any dates quoted for publication of any of the Services are approximate only and the Publisher shall not be liable for any delay in the publication of any of the Services howsoever caused. Time for publication of any of the Services shall not be of the essence.
10.The Publisher shall be under no liability in respect of any defect in any of the Services arising from any drawing, design, proof or specification supplied by the Advertiser. The Advertiser grants to the Publisher a worldwide royalty free licence to reproduce and display any of the artwork, trade marks and brand features contained in any of the Services printed in its publications.
11. The Publisher shall forward a voucher copy of the publication in which any of the Services are provided. Any claim by the Advertiser which is based on any error relating to any of the Services shall be notified to the Publisher within 14 days from the date of publication of any of the Services. If the Advertiser does not notify the Publisher of any defect the Advertiser shall not be entitled to reject any of the Services and the Publisher shall have no liability for such defect and the Advertiser shall be bound to pay the price as if any of the Services had been published in accordance with the Contract.
12. If the Publisher has made an error in publishing any of the Services and the Advertiser has notified the Publisher in accordance with clause 11, the Publisher hereby agrees to publish the relevant Services free of charge within the next issue of the publication provided always that the Advertiser has paid in full the outstanding invoice within 14 days of the date of the invoice. The Publisher shall not be liable for any error or omission in the re-publication of any of the Services. The Publisher shall not be liable for any mistake in relation to any index of names of Advertiser’s appearing in its publications and may include such indexes in any publication.
13. If the Advertiser orders a series of Services and the Publisher has granted the Advertiser a discount on normal rates for those particular Services and the Advertiser cancels the series of Services before the last of the Services is published. The Advertiser shall pay to the Publisher the amount of the discount that the Publisher has given to the Advertiser in respect of the Services provided up to and including the date of cancellation.
14. The Publisher shall not be liable to the Advertiser or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Publisher’s obligations in relation to any of the Services, if the delay or failure was due to any cause beyond the Publisher’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Publisher’s reasonable control:
14.1 Act of God, explosion, flood, tempest, fire or accident;
14.2 wars or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.4 import or export regulations or embargoes;
14.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Publisher or of a third party);
14.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
14.7 power failure or breakdown in machinery.
15.1 This clause applies if:
15.1.1 The Advertiser makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
15.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Advertiser; or
15.1.3 The Advertiser ceases, or threatens to cease, to carry on business; or
15.1.4 The Publisher reasonably apprehends that any of the events mentioned above is about to occur in relation to the Advertiser and notifies the Advertiser accordingly. 15.2 If clause 15.1 applies then, without prejudice to any other right or remedy available to the Publisher, the Publisher shall be entitled to cancel the Contract without any liability to the Advertiser, and if any of the Services has been published but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
16. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
17.No waiver by the Publisher of any breach of the Contract by the Advertiser shall be considered as a waiver of any subsequent breach of the same or any other provision.
18.If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
19.Neither the Publisher nor the Advertiser shall assign or transfer or purport to assign or transfer the Contract or the benefits thereof to any person without the prior written consent of the other 20.The Advertiser warrants to the Publisher that:-
20.1 it has the right to publish the contents of any of the Services
20.2 none of the Services contravene any law, regulation or code or practice nor infringe any rights of any third party
20.3 the Services comply with the Advertising Standards Authority’s current code of practice
21. The Advertiser indemnifies the Publisher against all expenses, damages and losses of any kind whatsoever incurred by the Publisher in connection with any claim arising from any of the Services.
22. The Publishers liability to the Advertiser in respect of any breach of the Publishers obligations under this Contract shall be limited in total to the price payable by the Advertiser to the Publisher for the relevant Service. The Publisher shall not be liable for any indirect, special, consequential loss or damage including loss of profits arising from any breach of this Contract.
23. Calls to and from Phoenix Media Solutions Ltd may be recorded for training purposes.
24. The Contract shall be governed by the laws of England and Wales.