Conditions Attaching to Advertising Contracts

1. In these Conditions attaching to Advertising Contracts (‘these Conditions’): ‘Publisher’ means St Martin's Magazines plc and ‘Advertiser’ means the person booking the advertising space including Advertising Agents and Independent Media Buyers. Advertising Agents and Independent Media Buyers shall for the purpose of these Conditions act as principals on their own behalf for all purposes connected herewith. ‘Rate Card’ means the Publisher’s current scale of charges for advertisements, a current copy of which may be obtained from the Publisher. ‘Contract’ means a legally binding booking accepted by the Publisher in accordance with Clause 2 for publication of an Advertisement. ‘Advertisement’ includes loose ‘insert’ or other ‘insert’ where appropriate. Cancellation of a Contract means cancellation of either all or part of the remaining unperformed part of the Contract unless the context of the relevant condition makes it clear that cancellation of only a specific insertion(s) is referred to.

2. The issue of a Rate Card does not constitute an offer by the Publisher to contract. A Contract is made only by the Publisher’s acceptance of the Advertiser’s order as effected by the Publisher issuing an Acknowledgement of Order Form.

3. All Contracts are subject to these Conditions and no variation or addition thereto shall be effective unless specifically agreed to in writing by the Publisher. Any other terms or conditions sought to be imposed by the Advertiser are expressly excluded.

4. Advertisement rates are subject to revision at any time and the price prevailing at the time the Contract is made binds the Publisher only in respect of the agreed booking as confirmed by the Publisher’s Acknowledgement of Order Form.

5. All orders are accepted subject to acceptance of copy by the Publisher, as indicated in Clause 7, and if it is intended to include in an Advertisement a competition or a special offer of merchandise, other than that normally associated with the advertised product, full details of such competitions or special offers must be submitted by the Advertiser at the time the order is negotiated.

6. The Advertiser warrants that any Advertisement submitted by it for publication shall comply with all applicable legislation, regulations, codes of practice and is not an infringement of any other party’s rights. The Advertiser will indemnify the Publisher fully for all costs and damages (including legal costs and awards ordered against the Publisher) in respect of any claim made against the Publisher arising from the Advertisement or its publication.

7. The Publisher reserves the right in its absolute discretion to cancel any Contract or to omit or suspend an Advertisement for good reason (for example if it is libellous, defamatory, pornographic, socially unacceptable, insensitive or otherwise contrary to editorial policy). Should cancellation, omission or suspension be due to the act or default of the Advertiser or his servants or agents including the unsuitability of the Advertisement as indicated above, then the Advertiser shall pay for the space reserved for the Advertisement in full not withstanding that the Advertisement has not appeared. Such cancellation, omission or suspension shall be notified to the Advertiser as soon as possible.

8. If the Publisher considers it necessary to modify space or alter the date or position of insertion or make any other alteration it shall notify the Advertiser of this and the Advertiser will have the right to cancel the insertion of that Advertisement if the alterations requested are unacceptable, unless such changes are due to circumstances beyond the Publisher’s control and cannot be notified to the Advertiser prior to the commencement of the manufacturing cycle of the relevant publication.

9. The Publisher will exercise reasonable care and skill in the handling and publishing of the Advertisement but where the Advertisement is not published in the manner specified in the Contract, whether through any failure or negligent act or omission on the part of the Publisher or any third party, the Publisher’s maximum liability to the Advertiser shall be limited to the amount of any payment made for the Advertisement concerned: the Publisher shall not be liable for any indirect, special or consequential loss or damage arising from any failure to publish an Advertisement as agreed with the Advertiser, including, but without limitation, any late or incorrect publication, any non-publication or inaccurate reproduction of the Advertisement, whether caused by the Publisher’s error or negligence or by any reason whatsoever. The Publisher shall not be liable in respect of any error or omission in respect of publishing the Advertisement which is not notified to the Publisher in writing within one year of the actual publication date of the Advertisement.

10. The Advertiser may cancel any Contract by the first of the month, three months prior to the cover date of a particular insertion. Cancellation will be effective once written notice thereof is received by the Publisher.

11. If the Advertiser cancels any Contract in accordance with Clause 10, except in the circumstances of cancellation as set out in Clause 8 above, he relinquishes any right to that series discount (if any) to which he was previously entitled and Advertisements will be paid for at the appropriate rate. A new invoice will be issued for any surcharges relating to Advertisements that have already been invoiced at the discounted rate. The payment date for any previous invoices, however, remains unaffected.

12. In circumstances where, at the Publisher’s discretion, the Publisher arranges to supply proofs of copy to the Advertiser, all copy must be supplied by the Advertiser to the Publisher by the last day for receiving copy as stated by the Publisher, failing this the Publisher cannot guarantee that proofs will be supplied or corrections made. If copy instructions are not received by the last day for receiving copy the Publisher reserves the right in its absolute discretion to repeat Advertiser’s existing copy in its possession where appropriate or where the Publisher does not hold any copy to omit the Advertisement and to charge for the space reserved in accordance with Clause 7. If the Advertiser is supplying copy as a digital file, the Advertiser must adhere to the Digital Specification issued by the Publisher. In the event that the digital file does not comply with the Digital Specification, the Publisher reserves the right in its absolute discretion to reject the copy in which case the Advertiser will be asked to re-supply. If, due to time constraints, the Publisher has to repair or rectify the file, the Publisher will notify the Advertiser and shall not be liable for any inaccurate reproduction of the Advertisement or any resulting costs whether direct or indirect. In the case of loose insert or other insert advertising, if the Advertiser fails to adhere to the Insert Delivery Instructions issued by the Publisher, the Publisher reserves the right in its absolute discretion to omit the Advertisement and to charge for the Advertisement in full notwithstanding that the Advertisement has not appeared.

13. Advertiser’s property, originals, artwork, type, mechanicals, positives etc are held by the Publisher at the owner’s risk and should be insured by the Advertiser against loss or damage from whatever cause. After performance of the Contract relating to such materials, the Advertiser shall be responsible for collecting all such materials which it requires from the Publisher’s premises, failing which, the Publisher reserves the right to destroy all artwork which has been in its possession for more than six months and no liability shall be attached to the Publisher in respect of such destruction.

14. The Publisher reserves the right to impose a 1% surcharge on all mail order advertising and to request completion by the Advertiser of the PPA’s Application to Advertise by Mail Order form for mail order Advertisements.

15. Charges will be made to the Advertiser where production work of any kind is required to put the Advertisements in a form suitable for publication for any reason and at any stage. The Publisher will notify the Advertiser of such charges in writing upon receipt of advertising copy and these charges will be agreed prior to publication, unless such acts or defaults do not become apparent to the Publisher until the manufacturing cycle begins in which case reasonable standard charges for such work shall be made.

16. TERMS OF PAYMENT
(a) Unless otherwise stipulated by the Publisher, payment is due to be received from the Advertiser by the end of the month following the date of invoice or, in the case of classified advertisements or advertising appearing in the classified section, the first day of the month following publication date. If the Advertiser defaults in making payment of any sums by the due date, the Publisher reserves the right to require immediate payment for all advertising space booked by the Advertiser (failing which the Publisher shall be entitled to terminate the Contract forthwith by written notice to the Advertiser) and to require payment in advance for future bookings, and pending such payment to omit or suspend all or any Advertisements due to appear under an existing Contract with the Advertiser. The Publisher reserves the right to impose a surcharge of 3% per month on overdue amounts.
(b) Advertising Agents and Independent Media Buyers not recognised by the Periodical Publishers Association and Advertisers placing business direct will be required to pre-pay the account two weeks prior to the final copy date for each Advertisement.
(c) The Publisher may in its discretion provide account facilities to a non recognised Advertising Agent, Independent Media Buyer or direct Advertiser once he has pre-paid and demonstrated a good payment record for insertions in 12 separate issues for an individual periodical or periodicals published by St Martin's Magazines plc. Any credit will only be granted after obtaining satisfactory banking, trade and credit reference agency clearance and the Advertiser will be informed by the Publisher once it is ready to provide such account facilities.

17. Advertising Agents and Independent Media Buyers recognised by the Periodical Publishers Association are allowed agency commission at the rates quoted on the Rate Card provided payment for Advertisements is made in full by the due date.

18. The Advertiser expressly acknowledges that he has not relied on any representation made by or on behalf of the Publisher in entering the Contract.

19. No person who is not a party to this Contract has any right under the Contracts (Right of Third Parties) Act 1999 to enforce any part of this Contract.

20. These Conditions and all other terms of the Contract shall be construed in accordance with The Laws of England.

January 2000

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