1. The Company shall supply to the Publisher for incorporation into the magazine (the “Magazine”) all advertising material including “copy request”, photographs, drawings and “blocks” (the “Material”) within 14 days of the date of this agreement, unless this period of time is greater than the period remaining prior to the print date of the publication, whereupon the Material must be submitted in time to be processed for the latter deadline. If the Company fails to supply the Material within such period, the Publisher shall have the right to incorporate the Company’s name, address, telephone number and business as set out above, or an advertisement the type face and style of which shall be at the discretion of the Publisher.
2. The Publisher agrees to proof the Material and deliver a proof (the “Proof”) to the Company. This agreement is deemed accepted by the Publisher when this agreement is signed by the Company and received by the Publisher.
3. The Company may not terminate this agreement once the Publisher has accepted it.
4. The Company shall notify the Publisher of its approval or non-approval of the Proof within a period of 5 days from receipt of the Proof by the Company, unless this period of time is greater than the period remaining prior to the print date of the publication, whereupon the Proof must be approved or submitted for amendments in time to be processed for the latter deadline.
5. The Publisher agrees to correct the Proof at the request of the Company.
6. The Company accepts that it is the Company’s responsibility to check the Proof for errors, including, but not limited to, errors of fact, grammar, spacing, alignment, and resolution and clarity of the Material. The Publisher will not be liable for any errors in the Material following the receipt of the signed Proof from the Company.
7. The Company accepts that the proof copy of its advertisement may not reflect a completely accurate colour rendering of the final advertisement to appear in the publication owing to differences in print colour setups. The Publisher will not be held liable for any difference in colour between the proof copy and finished advertisement that occurs because of this, the only exception being if the Company agrees to pay an additional fee for a colour official printer’s draft of its advertisement for proofing purposes, the cost of the fee to be determined based on the location of the Company for the purposes of couriering.
8. On approval of the Proof the Publisher shall print the Proof in the Magazine and the Publisher shall not re-set the advertisement other than at the additional cost of the Company.
9. The Publisher reserves the right to refuse to accept any Material which it considers not to be honest, decent or truthful.
10. The Company warrants that none of the Material contains or will contain anything which is obscene, blasphemous, libellous or otherwise objectionable, and warrants the the Material will be honest, decent and truthful. The Company further warrants that the Material does not infringe or will not infringe the copyright or any other rights of any person. The Company warrants that it will keep the Publisher harmless and fully indemnified against all losses, actions, claims, proceedings, costs, damages, legal costs and other expenses arising out of the breach of the Company’s warranties.
11. No monopoly can be given to any company for any particular trade or business.
12. The Publisher shall use its reasonable endeavours to comply with any special request by the Company as to the position of the advertisement in the Magazine. The Publisher will not be liable for any failure on its part to comply with such request.
13. If settlement of the invoice is to be made by foreign currency, then the funds remitted must equate to the full Sterling value of the invoice based on the exchange rate for the foreign currency to Sterling on the day of remittance.
14. The Company shall make payment to the Publisher at the address set out above within 14 days from the date of invoice.
15. The Publisher agrees to use its reasonable endeavours to publish the Magazine as soon as practicable but gives no warranty as to the date of publication. The Company accepts that the Publisher may be required to insert its advertisement into the publication with a different calendar date to that displayed in this agreement and that publication to be printed from the date of this agreement.
16. The Publisher reserves the right to withdraw the Material and/or Proof from the Magazine at any time. If the Publisher decides to withdraw the Material and/or Proof or not to publish the Magazine it shall notify the Company and shall refund any payment made by the Company to the Publisher. The Publisher shall not be liable to the Company for any direct, indirect or consequential loss and/or loss of profit arising through non-publication of the Magazine.
17. The Publisher shall not be liable for any delay in performing or failure to perform its obligations outside its control. Such delay or failure will not constitute a breach of this agreement.
18. This agreement contains the whole agreement between the parties and supersedes any prior written or oral agreement and it may not be modified except in writing and signed by the Publisher.
19. This agreement shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the London County Court.