Standard TERMS conditions FOR ACCEPTANCE of ADVERTISMENTS/advertorials
1. In these Terms and Conditions (these “Terms”), the following definitions apply:
“Material” means the written content and/or advertisement provided by the Advertiser;
“Advertiser” means the person placing the order with the Company for the insertion of the Material;
“Company” means Investor Publishing Limited, a company registered in England and Wales (whose registered office is 5th Floor, 66-68 Greener House, Haymarket, London, SW1Y 4RF (company number: 05001896 and VAT number 629547604)), trading under the name of the title whose name appears in the Order Form;
“Intellectual Property Rights” means copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in designs, and all other intellectual property rights which subsist or will subsist now or in the future in any part of the world;
“Material” means the written advertorial content and/or advertisement provided by the Advertiser;
“Order Form” means the Order Form to which these Terms are annexed;
“Publication” means the title referred to in the Order Form (in both print and online versions) and its website, as published by the Company;
“Rate Card” means the Company’s rate card in effect for the time being which may include, among other matters, its scale of rates, technical specifications, copy and cancellation deadlines and setting styles, and standard conditions.
2. The Advertiser agrees to place and the Company agrees to publish the Material in the Publication in consideration of payment of the Fees and subject to these Terms. Copy in accordance with the specifications set out on the Rate Card must be delivered by the copy deadline specified by the Company from time to time (the “Copy Deadline”) for inclusion in the Publication.
3. Each signed Order form shall constitute an individual contract for the insertion of Material in the Publication together with such additional conditions (if any) as are set out in the Order Form and will be, at all times, subject to these Terms. In the event of any inconsistency between these Terms and the conditions set out in the Rate Card, the latter shall prevail. All other terms and conditions are excluded.
4. The Advertiser warrants that: (i) the reproduction and/or publication of the Material in the Publication by the Company as originally submitted or as amended pursuant to these Terms will not breach any contract or infringe any Intellectual Property Rights of any person; (ii) all information in the Material is accurate, complete and true; (iii) if any Material submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified, the Advertiser has obtained the authority of such person to make use of such name, representation and/or copy; (iv) the Material complies with all applicable laws; and (v) the Material is legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes.
5. The Company may, without limiting any other provision of these Terms, refuse or require to be amended any artwork, materials and copy for or relating to any Material so as to comply with any applicable laws and all relevant code, or to avoid infringing a third party’s rights.
6. The Advertiser hereby irrevocably assigns all Intellectual Property Rights in the content of any Material published by the Company.
7. The Company may at its discretion decline to publish, or to omit, suspend or change the position of, any Material otherwise accepted for insertion in the Publication.
8. The Company will not be liable for any loss of copy, artwork, photographs or other materials supplied by the Advertiser. The terms implied by section 3 to 5 of the Supply of Goods & Services Act 1982 are, to the fullest extent permitted by law, excluded.
9. In the absence of any other specific arrangement between the Company and the Advertiser, an invoice in respect of the price of the Materials will be issued upon signature of the Contract and payment of the price is due within 30 days of the invoice.
10. If payment is not made by the due time, the Company reserves the right to charge interest on the amount paid late at the rate of 4% above the base rate of National Westminster Bank plc accruing from day to day.
11. The deadline for cancellations is 45 days before the Copy Deadline, as specified in the Order Form. Cancellations must be in writing. A fee equivalent to the price of the Material will be payable in the event of late cancellation. No rebate or repayment of any sums paid shall be made in the event that the Advertiser does not provide Materials by the copy deadline.
12. Any complaint, claim or query (whether in relation to the Material or the invoice) must be raised with the Company in writing within 7 days following the insertion of the Material or of the date on which it is claimed the Material should have appeared or of the receipt by the Advertiser of the invoice giving rise to it.
13. The Advertiser will indemnify the Company, its employees and agents against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever (including sums paid in settlement of any claim, whether actual or threatened) arising as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Terms or implied by law.
14. No waiver or indulgence by the Company shall be effective except in relation to the matter in respect of which it was specifically given.
15. No party who is not a party to this Contract may enforce any term of this Contract.
16. The Advertiser may not assign, novate or otherwise transfer or purpose to assign, novate or otherwise transfer its rights under or the benefit of this Contract.
17. This Contract 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.
18. The Advertiser agrees to place and the Company agrees to publish the Material in the Publication in consideration of payment of the Fees and subject to these Terms. Copy in accordance with the specifications set out on the Rate Card must be delivered by the copy deadline specified by the Company from time to time (the “Copy Deadline”) for inclusion in the Publication.
FOR EVENT SPONSORSHIP
1.1. In these terms and conditions (‘these Terms’), the following definitions apply:
‘Agreement’: this agreement for the sponsorship of the Event;
‘Commercial Rights’: any and all rights of a commercial nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights;
‘Confidential Information’: has the meaning given in clause 8;
‘Event’: the event detailed in the Contract, whether occurring on-line or at a physical location;
‘Event IP’: Our trademarks, copyrights, registered designs, database rights and other intellectual property rights, whether created specifically for the event or otherwise;
‘Pre-Event Costs’: costs and fees that We may incur during the planning, preparation and launch of the Event, including but not limited to, Venue, catering, marketing, additional staffing costs, including any relevant deposit amounts;
‘Services’: the services we agree to provide in connection with the Event;
‘Sponsorship Fee’: the fee payable by the Sponsor as set out in the Contract;
‘Sponsor’s Marks’: the trade marks and logos of the Sponsor to be used in connection with the Event
‘Third Party Services’: the services of any third party in connection with the Event;
‘We/Us/Our’: the company named in the Contract as delivering the Services and in default, Investor Publishing Limited (Company number 11650446)
‘You/Your’: the company or other person named in the Contract as Sponsor;
‘Venue’: means, if applicable, the physical venue for the Event stated in the Contract.
- FORMATION OF THE AGREEMENT
2.1. These Terms, together with the details on the Contract, apply to the provision of the Services and the Rights granted by Us, to the exclusion of all other terms or conditions. Clause 6.4 shall only apply to Events held at a physical Venue and shall not apply in any other circumstances.
2.2. No contract exists between You and Us relating to the Event until We receive Your booking order and payment of the Charges [or any deposit on behalf of the Charges] stated in the Contract, and We send You confirmation in writing or by email, the date of such e-mail will be the commencement date of this Agreement.
2.3. Unless otherwise agreed between us or terminated in accordance with clause 10 below, this Agreement shall commence on the commencement date and shall terminate on the next business day following the Event.
- PROVISION OF THE SERVICES
3.1. We will, at Our own expense and for Our own benefit, take all reasonable steps required to organise and conduct the Event, including (if applicable) the hiring of the Venue and any Third Party Services, and we shall use Our reasonable endeavours to promote the Event, subject to the terms of the Agreement.
3.2. We will grant You the Rights in relation to the Event. Unless otherwise agreed, you will not be the sole Sponsor of the Event.
3.3. In the event of the non-availability of the Venue for any reason, We shall use all reasonable efforts to provide another reasonably comparable venue, failing which You may cancel Your sponsorship.
3.4. We reserve the right to refuse admission to the Event by any person in Our reasonable discretion.
- YOUR RESPONSIBILITY
4.1. You undertake to us that you will:
4.1.1. provide Us, at Your sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by Us for it to be reproduced under Our control for the fulfilment of the Sponsorship Rights. If You fail to do so, or provide Us with incomplete, incorrect or inaccurate information, We reserve the right to make an additional charge;
4.1.2. use the Event IP and other branding materials provided by Us in accordance with our instructions from time to time;
4.1.3. not do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights; and
4.1.4. not engage in joint promotion or sponsorship with any third party in relation to the Event without Our prior written consent.
5.1. The Sponsorship Fee or other sums payable are exclusive of any applicable Value Added Tax, which shall be payable in addition at the applicable rate from time to time.
5.2. If so stated in the Contract, a non-refundable deposit on account of the Sponsorship Fee is payable by You on confirmation of Your booking, and further instalments of the Sponsorship Fee are payable prior to the Event, as detailed on the Contract.
5.3. Subject to clause 5.2 above, the Sponsorship Fee and all other sums payable must be paid in full within 30 days of our invoice. If payment is not made within the required time, We reserve the right to cancel the booking.
5.4. All amounts payable to Us under this Agreement are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be Your sole responsibility. No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Fee.
5.5. In the event that any payment from You is not made on the due date, You shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
- CANCELLATION OF THE EVENT
6.1. We may cancel the Event without liability to You, and without any obligation to refund in whole or part the Sponsorship Fee or any other sums paid, if any circumstances mentioned in clause 9.3 prevent the Event from being held (or if we reasonably anticipate that they will do so), or if for any reason (other than a breach or default by Us).
6.2. In the absence of a breach or default by Us, or pursuant to clause 3.3, You may only terminate the Agreement subject to payment of the cancellation charges stated below. These are a genuine pre-estimate of damages due to Us by reason of cancellation and are not intended as a penalty.
6.3. You understand that Your sponsorship is critical for the financial success of the Event. If You wish to cancel your sponsorship of the Event for any reason, You must notify Us in writing immediately, and You will be liable to pay Us a cancellation charge calculated as follows:
6.3.1. if the written cancellation notice is received by Us within the month prior to the Event, 100% of the Sponsorship Fee less any deposit already paid; and
6.3.2. if the written cancellation notice is received by Us within two months prior to the Event, 75% of the Sponsorship Fee less any deposit already paid.
6.3.3. In addition We will be entitled to charge You for any costs incurred by Us in connection with the organisation or promotion of the Event, or which arise as a result of cancellation.
6.4. We may, in Our sole discretion, cancel the Event (without liability to You except as set out below) if the holding of the Event is hindered or prevented or otherwise becomes impracticable or no longer economically viable due to circumstances beyond Our reasonable control, including without limitation, travel or other restrictions on gatherings of people arising from or connected with the COVID-19 virus or any other epidemic or pandemic, or otherwise due to interference by any government or government authority, or if we reasonably anticipate that they will do so. Upon such cancellation, We shall refund the Sponsorship Fee to You less any costs which We have reasonably incurred or committed and which cannot be recovered by Us.
- IP RIGHTS IN RELATION TO THE EVENT
7.1. All Commercial Rights, including the Event Rights will be or remain Our exclusive property, and you are not entitled to exploit or use the Commercial Rights or the Event Rights except in accordance with the terms of this Agreement.
7.2. All copyright, trade and any other intellectual property or other rights in the Sponsor’s Marks and any other materials You provide in connection with the Event shall remain Your exclusive property, and We shall not acquire any rights to them except as provided under the Agreement.
7.3. You grant Us a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor’s Marks during the Term in connection with the Event as necessary to enable Us to perform Our obligations under the Agreement.
7.4. We will be exclusively entitled to any database created for, or any personal data or other information collected in connection with, the Event, except for any such data or information which You specifically provide to Us. If You provide Us with any such personal data You warrant that You have obtained all necessary consents under applicable privacy laws to provide this data to Us for the purposes of the Event.
8.1. Neither We nor You shall at any time during the term of this Agreement or thereafter disclose to any other person or use for an unauthorised purpose any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs disclosed by or obtained from the other under or in connection with the Agreement, except to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement or to the extent that the information is now or subsequently becomes public knowledge through no fault of the party in question or as required by law.
8.2. Neither We nor You shall disclose to a third party or make a public or press announcement regarding the subject matter or terms of the Agreement except with the written approval of the other, such approval not to be unreasonably withheld or delayed.
9.1. We will take reasonable care and skill in the performance of Our obligations in accordance with these Terms. All other warranties, conditions or other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
9.2. Subject to clause 9.8 below, we shall have no liability to You for:
9.2.1. any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by You which is or are incomplete, incorrect or inaccurate.
9.2.2. any economic loss or damage (such as loss of profit) or for any consequential loss or damage arising from Our provision of or failure to provide the Services, the Rights or the Event (including its cancellation), or otherwise under or in connection with the Agreement.
9.3. We shall not be liable to You by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to the Services (including the cancellation of the Event), if the delay, failure or cancellation was due to events beyond Our reasonable control, including without limitation, an act of God, war, terrorism, civil disturbance, unavailability of transport, strikes, power failure, failure of servers or the internet, cybercrime, collapse of buildings, fire, explosion or accident.
9.4. Our maximum aggregate liability to You in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement shall be limited to the amount of the Sponsorship Fee paid under or pursuant to this
9.5. To enable Us to deal with any complaint that may arise relating to the Services, You must provide full details of any complaint within 7 days of the Event.
9.6. Nothing in these Terms affects our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
10.1. Either party shall be entitled to terminate this Agreement forthwith by written notice at any time to the other party in the event that:
10.1.1. the other party) shall commit any material breach of any of these Terms and in the event that such breach can be remedied, it has not been remedied within fourteen days of written notice of such breach being given to the other party; or
10.1.2. the other party enters into any arrangement with its creditors or enters into liquidation either voluntary or compulsory except for the purposes of reconstruction or has a receiver of any of its assets appointed; or
10.1.3. the Event is cancelled by Us in accordance with clause 6.
10.2. On termination of this Agreement, we shall cease forthwith to use Your name or logos, save that we may refer to you as a sponsor of an event organised by us for marketing purposes and you shall cease to use any Event IP. Each party shall return to the other any property of the other within its possession or control and pay any sums that are outstanding.
10.3. The following clauses shall continue in force notwithstanding termination: clause 6 (Event cancellation), clause 8 (Confidentiality), clause (Liability), this clause 10 (Termination), and clause 11 (General).
11.1. This Agreement is personal to You. We may assign Our rights or sub-contract Our obligations under the Agreement if this is necessary for operational reasons.
11.2. Any notice given under this Agreement shall be sent to the addresses mentioned at the beginning and shall be deemed to have been given as follows (i) if sent by prepaid recorded delivery mail to the address of the recipient appearing in this Agreement, within 48 hours of the time it was posted; or (ii) if sent by first-class pre-paid mail to the address of the recipient appearing in this Agreement, within 48 hours of the time it was posted.
11.3. Each party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 in relation to the Event.
11.4. Nothing in the Agreement gives any right to any third party to enforce any provision under the Agreements (Rights of Third Parties) Act 1999 or otherwise.
11.5. These Terms, together with the Contract, constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between them relating to the subject matter of the Agreement.
11.6. Each party acknowledges that in entering into the Agreement it does not rely on any representation or warranty except as expressly set out in the Agreement. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Agreement.
11.7. No variation of the Agreement shall be valid unless agreed in writing by the parties.
11.8. 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, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.