room501 publishing

1.1. In these Terms:

“Advertisement” means any promotional or advertising material (including, but not limited to, advertisements, advertorial content and sponsorship) that is: (i) to be printed on the page of a Print Publication; and/or (ii) to be printed and incorporated on or in any Print Publication (including, but not limited to inserts, roll-folds, belly-wraps, bands and poly-wrap); and/or (iii) to be published or otherwise displayed by electronic means (including, but not limited to banner, skyscraper, sponsored listings, enhanced profiles and other forms of online or electronic display advertising) via or as part of or in connection with any Print Publication or Online Publication;

“Advertiser” means any person promoting products or services to the general public or a section of the public, whether such person is the Buyer or not;

“Advertiser Dependencies” means the Copy Deadline, together with any other obligations of the Buyer which room501 may specify in connection with the proposed publication of the Advertisement (whether included in the Order Confirmation Form, the Rate Card or otherwise) including, but not limited to, the delivery format and/or file configuration in which any copy for the Advertisement (whether for a Print Publication or an Online Publication) is to be supplied to room501;

“Buyer” means the person who places an order with room501 for the publication of an Advertisement (including, but not limited to, the Advertiser’s advertising agency or media buyer);

“Copy Deadline” means, where applicable, the latest date by which the Buyer is required to give room501 full instructions and copy for carrying out the Buyer’s order in accordance with and subject to these Terms, as specified in the Order Confirmation Form.  For the avoidance of any doubt, room501 may agree that Advertisements which are to be published in an Online Publication are not subject to a Copy Deadline;

“First Display Date” means the date on which an Advertisement is due to be published in an Online Publication for the first time;

“First Publication Date” means the date on which an Advertisement is due to be published in a Print Publication for the first time;

“Online Publication” means any website operated or controlled by room501 or any other electronic medium (including, but not limited to, e-mail communications and alerts), whether or not connected with or related to the title of a Print Publication;

“Order Confirmation Form” means room501’s written order confirmation form confirming details of the Buyer’s order;

“Print Publication” means any magazine, newsletter, brochure or other printed material published by room501 and capable of carrying any form of Advertisement;

“Publication” means a Print Publication and/or an Online Publication, as appropriate;

“Rate Card” means room501’s rate card from time to time, including details of room501′s scale of advertisement rates as well as technical specifications  relating to the standard and quality of reproduction of any Advertisement,  including its setting, style, delivery format, file configuration and size and  wording;

“room501″ means Room501 Limited, registered in England and Wales with company number 6268770, and with its registered office at Publishing House, 16 Pickersgill Court, Quay West Business Park, Sunderland SR5 2AQ;

“Terms” means these terms and conditions of advertising; and

“Working Days” means 9am to 5pm any day from Monday to Friday inclusive other than Christmas Day, Good Friday, bank and other public holidays in England and Wales.

1.2. Where the context so admits in these Terms, words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.

1.3. A reference to a statute, statutory provision or other legislation in these Terms is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.

2. Agreement

2.1. The Buyer agrees that all Advertisements accepted for publication by room501 are so accepted subject to these Terms which shall apply to the exclusion of all other terms and conditions (including any which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2. Any variation to these Terms and any representations relating to the Advertisement shall have no effect unless expressly agreed in writing and signed by an authorised representative of room501.

2.3. The Order Confirmation Form shall form part of these Terms.

2.4. No order placed by the Buyer shall be deemed accepted by room501 until an Order Confirmation Form has been issued.

2.5. Notwithstanding any other provision of these Terms, nothing in these Terms shall require room501 to do or omit to do anything which would contravene any applicable laws or regulations including, but not limited to, the Data Protection Act 1998 and the Consumer Protection from Unfair Trading Regulations 2008.

3. Buyer’s Obligations

The Buyer warrants, represents and undertakes to room501 as follows:

3.1. in relation to any and all Advertisements the Buyer contracts with room501 as principal notwithstanding that the Buyer may be acting directly or indirectly for an Advertiser or in any other representative capacity;

3.2. any and all Advertiser Dependencies will be met and, unless otherwise agreed in writing and in advance by room501, all copy for Advertisements will be delivered to room501 in an approved digital format and/or file configuration and, in the case of an Advertisement to be published in a Print Publication, delivered at least one (1) Working Day prior to the Copy Deadline;

3.3. all advertising copy submitted to room501 is legal, decent, honest and truthful, and complies with the  British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority or any successor body of the Advertising Standards Authority;

3.4. the publication of an Advertisement by room501 (either in a Print Publication or an Online Publication or both, as the case may be) in the form originally submitted by the Buyer (or as amended pursuant to section 4 of these Terms) will not breach any contract with a third party nor infringe any copyright, trade mark or other proprietary right of any third party or otherwise be unlawful or render room501 liable to any proceedings, claims, demands, costs or expenses or any other loss whatsoever;

3.5. in the case of any  Advertisement submitted for publication by the Buyer 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, the Buyer or the Advertiser has obtained the authority of that living person to make use of his or her name, identity, image, representation and/or copy (as appropriate);

3.6. any information  supplied in connection with the Advertisement is accurate, complete and true;

3.7. in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), the Advertiser is, or the content of the Advertisement has been, approved by an authorised person within the meaning of the Act or the Advertisement is otherwise permitted under the Act, under the Financial Promotion Order 2001 or under any other legislation subordinate to the Financial Services and Markets Act 2000;

3.8. the Advertisement  complies with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognised regulatory  authorities) and applicable laws for the time being in force or applicable to the United Kingdom;

3.9. all instructions, artwork or other material submitted to room501 by electronic means shall not be corrupted and 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;

3.10. where the Buyer is the Advertiser’s agent, the Buyer is authorised by the Advertiser to place the Advertisement with room501 and the Buyer will indemnify room501 against any claim made by the Advertiser against room501 arising from publication of the same;

3.11. the Buyer has retained sufficient quantity and quality of any artwork, film or other materials and copy relating to the Advertisement on the basis that room501 shall not be liable for the loss of or damage to any of these items as have been submitted to room501; and

3.12. should the Buyer change its name, trading style, identity or trading address, the Buyer will provide written notice of such change or changes to room501 within ten (10) Working Days.

4. Advertisements

4.1. Notwithstanding  section 3 of these Terms, room501 shall be entitled at any time to require the Buyer to  amend any artwork, materials and copy for and relating to any Advertisement, or refuse (without notice) to publish any Advertisement for the purpose of:

4.1.1. complying with any legal or moral obligations placed on room501 or the Buyer or the Advertiser; or

4.1.2. avoiding the infringement of either: (i) the rights of any third party; or (ii) the British Code of  Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority; or (iii)  any other applicable law or regulation; or

4.1.3. meeting to room501′s reasonable satisfaction: (i) the production and quality specifications stipulated on the Rate Card; or (ii) any other Advertiser Dependencies.

4.2. room501 reserves the right at its discretion and without prior notice to the Buyer:

4.2.1. to decline to publish, or omit, alter, suspend or change the position of any Advertisement otherwise accepted for insertion, or publication.  room501 will, however, seek to comply with the reasonable and practicable wishes of the Buyer although [room501] does not warrant the date of publication or insertion, the  wording, or the quality of the reproduction of the Advertisement; and

4.2.2. to destroy all artwork, film, copy or other materials submitted by the Buyer and which have been in room501′s possession for more than six (6) months from the date of their last use by room501, unless specific written instructions have been received from the Buyer to the contrary.

4.3. All copyright and all other rights of a similar nature that are created or exist in material originated by room501 in connection with the publication of the Advertisement remain vested in room501.

4.4. With regard to Online Publications specifically:

4.4.1. the Buyer shall submit copy for the Advertisement at least 48 hours prior to the intended go-live date, and if the Buyer submits its copy late then room501 reserves the right to publish the Advertisement at a time of its choosing;

4.4.2. if the Buyer is supplying creative content in the form of an Advertisement that links to another website the Buyer must inform room501 in writing at least two (2) Working Days prior to the intended go-live date;

4.4.3. if an Advertisement links to another website the Buyer is responsible for maintaining the link and for the content of the linked-to website, and room501 may remove any Advertisement which  contains content or links to a website which, in room501′s discretion, is (or is likely to be) defamatory or objectionable or otherwise likely to bring room501 into disrepute;

4.4.4. the Buyer will indemnify room501 from and against any claims or liability suffered or incurred by room501 arising in connection with any links to websites contained in an Advertisement;

4.4.5. if room501 receives complaints about the content of an Advertisement it may, at its discretion,  remove the Advertisement from display without reference to the Buyer or Advertiser and without liability to the Buyer or Advertiser;

4.4.6. the provisions set out in this section 4.4 apply in addition (save where the context expressly permits) and without prejudice to all other provisions set out in these Terms.

5. Liability

5.1. The Buyer shall indemnify and keep indemnified room501 against all proceedings, claims, demands, damages, costs, expenses or any other loss whatsoever arising directly or reasonably forseeably as a result of: (i) the publication of the Advertisement; or (ii) any breach of the Buyer’s obligations under these Terms or implied by law.

5.2. With regard to the actual or intended insertion of an Advertisement in any Publication, room501 shall not be responsible to the Buyer or liable for:

5.2.1. the distribution of the Publication in a specific geographical area;

5.2.2. any error in the Advertisement in the form it is received from the Buyer;

5.2.3. checking the correctness of the Advertisement in the form it is received from the Buyer;

5.2.4. the wording, representation, placement or quality of colour or mono reproduction of the Advertisement;

5.2.5. the actual positioning or prominence of the Advertisement in the Publication;

5.2.6. the repetition of any error in an Advertisement ordered for more than one insertion;

5.2.7. the failure, corruption or malfunction of any system of electronic publication, whether by means of electronic storage, display or retrieval equipment or otherwise;

5.2.8. any order given by the Buyer in the nature of a “stop order” or cancellation or transfer of the publication of the Advertisement unless it is given to room501 in writing, in the case of an Advertisement to be published in a Print Publication at least five (5) Working Days before the Copy Deadline and, in the case of an  Advertisement to be published in an Online Publication at least seventy two (72) hours prior to the intended go-live date;

5.2.9. any loss whatsoever caused by delay or failure by room501 to issue the Publication on the due date (or such other date of release, display or publication, as the case may be), or room501′s decision to suspend or cease the Publication altogether;

5.2.10. the payment of any damages or other compensation for breach of contract caused by room501′s failure to perform any of its obligations under these Terms if such failure is caused by anything beyond room501’s reasonable control (that is to say as a result of force majeure) including acts or threats of terrorism, strikes, lock-outs or other industrial actions or trade disputes, pandemic, epidemic or other widespread illness whether involving room501′s employees or those of any third party;

5.2.11. any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Advertisement being submitted by the Buyer in electronic form that is in breach of the warranties, representations and undertakings given by the Buyer in these Terms;

5.2.12. any complaint, claim or query (whether in relation to the Advertisement or room501′s related invoice) unless raised with room501 in writing within ten (10) Working Days following the publication of the Advertisement or the date on which it is claimed the Advertisement was intended to appear, or the receipt by the Buyer of the invoice giving rise to it; and

5.2.13. any failure of the Advertisement to meet or generate any target response levels or page impressions.

5.3. Subject to section 5.2 of these Terms, if an Advertisement contains an error caused by room501 and this detracts materially from the Advertisement then provided the Buyer gives written notice to room501 of the error in the Advertisement (as the case may be):

5.3.1. within ten (10) Working Days of its publication or display in the case of a single order; or

5.3.2. before either the Copy Deadline for its next insertion or subsequent go live date (as the case may be) in the case of a series order;

room501 will at its discretion either:

5.3.3. give the Buyer credit for the cost of the Advertisement containing the error; or

5.3.4. publish the Advertisement for a second time without charge to the Buyer; or

5.3.5. provide the Buyer with a suitable alternative, such as added value editorial;

and to that extent such credit or re-publication (as the case may be) shall be room501′s maximum liability to the Buyer.  Such matters as are dealt with under this section 5.3 shall not affect the liability of the Buyer for payment by the due date of room501′s charges for the Advertisement and all other Advertisements.

5.4. Except to the extent specified section 5.3 of these Terms, room501 shall not be liable for any loss or damage suffered by the Buyer or the Advertiser as a result of any total or partial failure of publication, distribution or availability of any Publication in which any Advertisement is scheduled to be included, or for any error, misprint  or omission in the printing of any Advertisement.

5.5. The total liability of room501 to the Buyer for any act or omission of room501, its employees or agents relating to any Advertisement shall not exceed the amount of the full refund of any price paid to room501 for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement.  Without limiting the foregoing, room501 shall not be liable for any: (i) loss of profits, goodwill or business; or (ii) indirect or consequential loss.

6. Payment

6.1. Payment for any Advertisement or any other goods, services or administration fees is due fourteen (14) days after the date of room501′s invoice or if later seven (7) days after the actual publication date of the Advertisement to which that invoice relates, and the Buyer will ensure that payment is received by room501 no later than this due date.  The Buyer must submit all information requested by room501 (including, but not limited to, any relevant purchase order number) and in accordance with room501′s instructions and deadlines in order for room501 to generate its invoices, and failure to supply such information in accordance with any such request or instructions shall not excuse late or non-payment.

6.2. All the rates and charges payable under or with reference to these Terms are subject to and exclusive of Value Added Tax which shall be charged in addition at the rate from time to time in force.

6.3. If the Buyer:

6.3.1. fails to pay room501′s invoice in  accordance with these Terms; or

6.3.2. is in breach of any other obligation under these Terms;

room501 shall be entitled to terminate its contract with the Buyer immediately (without  prejudice to any other right or remedy available to room501 whether under these Terms or otherwise) and, without prejudice to room501′s right to terminate its contract with the Buyer in such circumstances, the outstanding  balance owed by the Buyer shall become due and payable immediately.

6.4. Without prejudice to  section 6.3 of these Terms, room501 shall be entitled to:

6.4.1. charge interest on any outstanding balance owed to room501 at the rate of 4% above the base rate of LLoyds TSB Bank plc from the date that the invoice became due for payment until the date it is paid in full (whether before or after Judgment);

6.4.2. charge an administration fee of fifty pounds (£50) if any cheque drawn in its favour by the Buyer in purported satisfaction of any unpaid invoice is dishonoured on presentation; and

6.4.3. instruct a debt collection agency (whether via solicitors or otherwise) to recover any sum due and in that case all charges incurred by room501 as a result of such instruction shall be payable by the Buyer in any event upon demand.

6.5. room501 reserves the right at its discretion and without notice to the Buyer:

6.5.1. to charge the Buyer for any extra production and colour processing costs because of any act or omission by the Buyer to supply artwork, film, copy or other materials of sufficient quality or otherwise in accordance with the Advertiser Dependencies; and

6.5.2. to change any matters shown on the Rate Card, including in particular (but not limited to), its scale of advertisement rates at any time.

6.6.       Any currency conversions necessary to prepare an invoice shall be calculated at the rate quoted by Lloyds TSB Bank plc at the date of invoice.

7. Cancellation, Termination and Amendment

7.1. room501 shall not be bound by any request from the Buyer to stop, cancel or suspend an Advertisement unless such request is made in writing and confirmed in writing by room501.

7.2. Without  prejudice to section 7.1 of these Terms, the following costs remain due on cancellation of the contract between room501 and the Buyer, and the Buyer acknowledges that these charges represent a genuine pre-estimate of room501′s losses:

In respect of Advertisements in Print Publications:

7.2.1. where notice of cancellation is received 29 days or more before the First Publication Date, then 25% of the total booking fee is due;

7.2.2. where notice of cancellation is received 15 to 28 days before the First Publication Date, then 50% of the total booking fee is due;

7.2.3. where notice of cancellation is received 14 days or less before the First Publication Date, then 100% of total booking fee is due; and

In respect of Advertisements in Online Publications:

7.2.4. where notice of cancellation is received 28 days or more before the First Display Date, then 25% of the total booking fee is due;

7.2.5. where notice of cancellation is received 8 to 27 days before the First Display Date, then 50% of the total booking fee is due;

7.2.6. where notice of cancellation is received 7 days or less before the First Display Date, then 100% of total booking fee is due.

7.3. If the Buyer has paid any sums in advance for Advertisements and is entitled to a refund, room501 shall use its reasonable endeavours to pay such refund to the Buyer within thirty (30) Working Days of receipt of the written notice of cancellation from the Buyer.

7.4. Should the Buyer, part way through the period in which it has been agreed an Advertisement will be published in an Online Publication, wish to cancel such Advertisement and take it offline for a period in excess of 14 days, then the Buyer shall given written notice of this to room501 and all charges payable by the Buyer in connection with the display of the Advertisement shall, unless otherwise expressly agreed by room501 in writing, be non-refundable.

7.5. Should the Buyer or Advertiser wish to amend an Order Confirmation Form prior to publication, room501 reserves the right to charge an administration fee of fifty pounds (£50).  Where notification of an order amendment is received by room501 from the Buyer or Advertiser 14 days or less before first publication, which in effect cancels any advert before first publication, then room501 reserves the right to charge all the total booking fee due.

7.6. room501 shall be entitled (without  prejudice to any other remedy available to it) to treat the contract between it and the Buyer as repudiated if the Buyer or the Advertiser:

7.6.1. being an individual, dies or makes voluntary arrangement with his creditors or his estate, becomes subject to an administration order, or becomes bankrupt;

7.6.2. being a company, becomes insolvent, has a receiver appointed to manage its assets or it enters into liquidation or commences to be wound up (other than for the purpose of amalgamation or reconstruction);

7.6.3. allows an encumbrancer to take possession of any of its property or assets; or

7.6.4. is unable to pay its debts as they fall due or ceases or threatens to  cease to carry on business.

8. Severance

If any provision of these Terms is or becomes invalid, illegal or void, that shall not affect the validity and legality of the other provisions.

9. Waiver

No failure or delay by room501 to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall preclude or restrict  the further exercise of that or any other right or remedy.

10. Third Parties

None of the provisions of these Terms are intended to confer a benefit on or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11. Governing Law

The contract between room 501 and the Buyer which incorporates these Terms shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts.

Room501 Ltd Terms & Conditions of Advertising
Version 1.0 Copyright March 2011