- Definitions and Interpretation
any kind of promotional or advertising material (including, but not limited to, advertorial content or classified information) that is, as the case may be: (i) to be printed in a print Publication and/or (ii) to be published or otherwise displayed by electronic means (including, but not limited to, banner, skyscraper, pop-up, roadblock, leader, belly bands, cover wraps, tip ons, inserts, button or other forms of online or electronic display advertising) via or as part of or in connection with any online Publication
the Party or client, specified in the OCF, placing the order for the publication of the Advertisement (including, but not limited to, the Advertiser’s advertising agency or media buyer)
these Terms and any OCF signed by the Parties
details of or proof of publication of the Advertisement in the Publication; including, but not limited to, pictures, pdf copies and clicks.
the complete artwork, copy, active URLs, storyboards, scripts, documents, charts, graphics, photographs, film and/or other materials provided in any media provided by the Advertiser to the Publisher for publication as the Advertisement
the latest date by which the Advertiser is required to provide full instructions and Copy to the Publisher for publication of the Advertisement in accordance with and subject to this Agreement
the Publisher’s order confirmation form, containing details of the order, which is signed by the Parties
the Publisher and/or the Advertiser, together or individually, as the context requires
online or printed material, platform, content, materials, websites or other space specified in the OCF on which the Advertisement is published
Informa UK Ltd, trading as Taylor & Francis Group, of 5 Howick Place, London SW1P 1WG
the format, file configuration and/or specification of the Copy, required by the Publisher in order to publish the Advertisement
these Advertising Terms and Conditions
- Provision of Advertising Services
- After receipt by the Publisher of a signed OCF, the Publisher shall arrange for publication of the Advertisement in accordance with this Agreement.
- The Publisher is not required to publish the Advertisement until it: (i) receives a signed OCF from the Advertiser; (ii) confirms that there is available space in the Publication; and (iii) approves, at its sole discretion, the Advertisement.
- Supply of Copy
- Advertiser shall provide the Copy to the Publisher in an approved Specification before the Copy Deadline. Publisher reserves the right to vary the Specification from time to time.
- If the Advertiser fails to comply with clause 1, Publisher reserves the right to: (i) require Advertiser to resubmit the Copy in accordance with the required Specification; (ii) extend/reduce (as applicable) the period that the Advertisement will be published in the Publication; and (iii) delay publication of the Advertisement until complete Copy in the required Specification is received.
- If Publisher changes the Specification of Copy which has already been supplied by Advertiser, the Publisher reserves the right to suspend publication of the Advertisement for a reasonable time in order for Advertiser to send revised Copy. Publisher shall not be liable for any additional costs incurred by Advertiser in providing revised Copy.
- For print Advertisement, in no event shall Publisher be liable for any discrepancy in the colour shades of the published Advertisement, regardless of whether a colour proof was supplied in accordance with the Specification.
- Proofs will not be provided by the Publisher. Copy received by the Publisher will be published as is.
- For any Copy that includes loose inserts, Advertiser must ensure these are received by Publisher’s distributor at least seven (7) business days prior to the Advertisement publication date. Publisher shall not be responsible for the omission of any loose inserts where this timeframe has not been met and any fees shall be payable in full in respect of the agreed inserts.
- Placement, Sizing, Quality and Delay
- If placement of the Advertisement is agreed in the OCF, Publisher shall use commercially reasonable efforts to fulfil the request. Publisher shall notify Advertiser if the requested placement is not available.
- If placement of Advertisement is not otherwise agreed in the OCF, Publisher shall use commercially reasonable efforts to place the Advertisement in a section of the Publication most relevant to the Advertiser, however, the placement, sizing and/or quality of the Advertisement is at the sole discretion of Publisher.
- Publisher reserves the right, at its sole discretion:
- to place the word “advertisement” alongside Copy which (in Publisher’s opinion) resembles editorial matter; and
- to reject or remove any Advertisement which brings or may bring disparagement, ridicule or scorn upon Publisher or which in Publisher’s opinion, is likely to fall within the prohibitions set out in clause 1.
- The Publisher shall not be liable to the Advertiser for any reasonable delay in publishing the Advertisement due to operational reasons or where content publication is delayed due to peer review or other editorial reasons.
- Where the OCF requires the Publisher to provide Confirmation, the Publisher will endeavour to provide such Confirmation within a reasonable time-frame after publication of the Advertisement. The Publisher shall provide the Confirmation in an electronic pdf format or any other electronic format decided in its sole discretion. The Publisher is not obliged to provide physical copies of the Advertisement, unless agreed otherwise in writing.
- Publisher cannot guarantee the delivery of the Confirmation. Publisher cannot control the generation of clicks on an Advertisement. Publisher has the appropriate technological systems to reasonably detect and filter certain click activity, however, the Publisher shall not be responsible for click fraud, technological issues or other potentially invalid or non-human click activity that may affect the details provided in the Confirmation.
- The Advertiser shall not be entitled to delay, withhold or amend payment of any fees under this Agreement due to any delay or inability by the Publisher to provide the Confirmation.
- Warranty and Indemnification
- Advertiser warrants and represents to Publisher that the Copy: (i) is not defamatory, libellous or otherwise illegal; and (ii) does not infringe the rights of any third party; and (iii) complies with all applicable laws and regulations, including, but not limited to Advertising Standards Authority standards and any local regulatory standards and advertising regulations within any territories where the Advertisement will be available.
- Advertiser shall indemnify Publisher from and against any and all losses, claims, damages, costs, expenses (including without limitation legal expenses) and liabilities it suffers as a result of publishing the Advertisement and/or Advertiser’s breach of its warranties under clause 1.
- The Publisher reserves the right to refuse, withdraw, omit or otherwise deal with any Advertisement at its absolute discretion without any liability to the Advertiser.
- Limitation of Liability
- Publisher does not accept liability for any errors or omissions caused by inaccurate or ambiguous Advertisement instructions, Copy or due to any acts, circumstances or defaults beyond its reasonable control.
- Notwithstanding anything to the contrary contained in this Agreement and except for the warranties and indemnities provided in clause 7, in no event shall either Party hereto be liable for (i) any special, indirect, incidental, consequential or punitive damages (including, without limitation, damages for any loss of data, profit, goodwill, anticipated savings, revenue or business), whether based on contract, tort or other legal theory, in connection with this Agreement or otherwise in connection with publishing of the Advertisement.
- Except for the warranties and indemnities provided in clause 7, in no event shall the aggregate liability of either Party exceed the total amount of fees set out in the OCF.
- Nothing in this Agreement shall limit or exclude either Party’s liability for (i) death or personal injury caused by its negligence or by the negligence of its employees, agents or subcontractors or (ii) fraud or fraudulent misrepresentation.
- Fees and Payment Terms
- Invoices shall be raised following receipt by the Publisher of a signed OCF. Unless otherwise agreed in writing between the Parties, invoices are payable immediately and are due within 30 days of the date of the invoice.
- In the event of late payment of invoices, Publisher reserves the right to: (i) suspend publishing any further Advertisement until any outstanding fees are paid; and/or (ii) terminate the Agreement following Advertiser’s failure to pay an outstanding invoice within 15 days of receiving written notice of its breach.
- If Advertiser is an advertising agency or media buyer, Advertiser shall have the authority to act on behalf of, and place the Advertisement with Publisher, for its client.
- Any discounts on the Publisher’s standard pricing structure (the “Rate Card”) agreed in the OCF shall be disallowed where payment is overdue. All fees shall be payable at the Rate Card prices, unless otherwise agreed by the Parties and indicated on the OCF.
- Fees are exclusive of all applicable taxes and the Advertiser is responsible for payment of any applicable taxes above the quoted fees.
- This Agreement shall expire on the publication of the Advertisement and receipt by the Publisher of all fees set out in the OCF, unless this Agreement is terminated earlier pursuant to these Terms. Clauses 7, 8 and 11 shall survive termination or expiry of this Agreement, howsoever caused.
- If Publisher reasonably believes at any time that Advertiser has breached this Agreement, Publisher may deliver written notice to Advertiser specifying such breach in reasonable detail. If within fifteen days after delivery of such notice, the Advertiser has not cured such breach to the reasonable satisfaction of Publisher, or the parties hereto have not otherwise agreed to amend this Agreement to address such breach, the Publisher shall be permitted to terminate this Agreement.
- The Publisher has the right to immediately terminate this Agreement upon written notice to Advertiser if Publisher believes in good faith that continued association with Advertiser has had or is likely to have an adverse effect on the reputation of Publisher.
- Upon termination of this Agreement pursuant to clauses 2 or 10.3, the Publisher shall not be required to refund any portion of the fees to the Advertiser or have any other liability to Advertiser. Furthermore, Publisher shall be entitled to submit an invoice for any outstanding fees payable by the Advertiser which will become immediately due and payable.
- Advertiser may terminate this Agreement at any time without cause. In the event the Advertiser wishes to terminate it shall be liable to pay fees in full in respect of any cancelled Advertisement or series of Advertisement unless it gives Publisher written notice of termination at least 12 weeks prior to the relevant Copy Deadline for each Advertisement. When such notice is properly served, a 50% discount against the Rate Card amount for the Advertisement shall be applied to the invoice for the cancelled Advertisement. Such amount shall become immediately due and payable.
- Any delay in performance of any provision of this Agreement caused by conditions beyond the reasonable control of either Party hereto will not constitute a breach of this Agreement, provided that the delaying Party has taken reasonable measures to notify the affected Party in writing of the delay and uses reasonable effects to perform in accordance with this Agreement notwithstanding such conditions.
- The Copy is held by Publisher at Advertiser’s risk. Publisher reserves the right to destroy all Copy which has been in its possession for 6 (six) months or more provided that Advertiser has not given any written instructions to the contrary.
- Advertiser may not assign or transfer any of its rights under the Agreement without Publisher’s prior written consent.
- Advertiser acknowledges that the Agreement constitutes the entire agreement between the Parties in relation to the subject matter and that it has not entered into the Agreement in reliance upon any oral or written representation made to it by Publisher. Any amendments of or waivers relating to this Agreement must be in writing signed by both Parties hereto.
- This Agreement is governed by and construed in accordance with English law, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the Parties will be brought in the courts of England and Wales.