1. Acceptance of advertisement
1.1 All advertisement orders are subject to acceptance by Smart Media Publishing.
1.2 Smart Media Publishing may decline to publish, or to omit, suspend, alter, edit, crop, resize and reformat or change the position of an advertisement at its sole discretion, although it will use reasonable efforts to comply with the specified written requirements of the advertiser.
1.3 Smart Media Publishing does not warrant the date of insertion of the advertisement into the publication, the wording, or the quality of the colour or mono reproduction of the advertisement.
2.1 The advertiser hereby grants Smart Media Publishing a worldwide, irrevocable, perpetual licence to display, reproduce, copy, distribute and transmit the advertisement in the publication.
2.2 The advertiser warrants that it is duly authorised to supply Smart Media Publishing with trademarks necessary for the publisher to fulfil its duty to publish the advertisement and hereby grants non-exclusive, non-transferrable, royalty-free licence to use the trademarks for such purpose. Smart Media Publishing shall only use the trademarks in accordance with the brand guidelines supplied by the advertiser.
3. Payment terms
3.1 Payment of any advertisement, or any other goods or services, due to Smart Media Publishing will require a 10% initial deposit of the overall fee within 5 days of receipt of the invoice.
3.2 Payment of the remaining advertisement rates and any other sums (including any associated production) will be payable not less than 14 days in advance of the publication press date, unless otherwise agreed in writing.
3.3 Payment of all sums due to Smart Media Publishing shall be transferred to Smart Media Publishing UK Ltd’s bank account electronically, or paid into the company’s PayPal account.
3.4 If the advertiser fails to pay Smart Media Publishing’s invoice in accordance with its guidelines, or is in breach of any obligation under these terms and conditions, the publisher shall be entitled to terminate its contract with the advertiser, with the outstanding balance due and payable immediately.
4. Submission terms
4.1 Providing complete and approved advertising artwork is the responsibility of the advertiser unless there is an agreement in writing for Smart Media Publishing to create or amend artwork. A charge will be made for any design or production work required if complete material is not supplied.
4.2 Artwork must be received 20 days prior to the publication press date to firstname.lastname@example.org. If artwork is not supplied, the client will still be charged the full rate for the booked insertion.
4.3 It is the responsibility of the advertiser to check the correctness of the advertisement. Smart Media Publishing accepts no liability for any error in any advertisement. This includes and is not restricted to advertisement/editorial positioning, impositioning, colour matching, typographical and pictorial errors, binding, registration, plate movements, ink quality, paper stock, as well as markings caused by the printing, finishing, binding or delivery process.
4.4 No reinsertion, refund or adjustment to the cost will be made where the error, misprint or omission does not materially detract from the advertisement.
4.5 In the event that the material submitted to Smart Media Publishing does not comply with the product specifications, Smart Media Publishing shall be permitted either to reject or amend the advertisement as stated in these terms.
4.6 Positioning of advertisements is at the sole discretion of Smart Media Publishing except where a specific position has been agreed in writing by Smart Media Publishing and the appropriate special position rate has been charged.
5. Cancellation terms and termination
5.1 If part cancellation is made of a multiple booking, the rate payable for the remaining insertions will be increased to the rate applicable for the actual number of insertions made.
5.2 Cancellation requests must be made in writing and received by email to email@example.com 30 days prior to publication, otherwise full payment for the space booked is due. Cancellations are not valid if the campaign that is the subject of the cancellation subsequently appears in other media. If advertising is booked less than 30 days before publication, cancellations must be made in writing within 48 hours of the date of the booking order, otherwise full payment is due.
5.3 Smart Media Publishing may treat as a cancellation and shall be entitled to terminate this agreement forthwith on the giving of notice by telephone, email or letter to the advertiser and further reserves the right in its sole discretion to refuse to publish any advertisement where:
a) the advertiser ceases, or threatens to cease, to carry on its business;
b) the advertiser has failed to pay any sums due to Smart Media Publishing on or before the due date;
c) any breach of the terms listed here occurs.
6.1 All intellectual property rights in any artwork, copy, photographs, creative solution or other material which originated from Smart Media Publishing or its employees or contractors, agents or associated companies, or which has been created or altered by Smart Media Publishing in re-working the advertisement, shall vest in Smart Media Publishing.
7.1 The advertiser warrants that the reproduction and/or publication of the advertisement (or any content provided by the advertiser) by Smart Media Publishing as originally submitted or as amended will not: (i) breach any contract or (ii) infringe or violate any copyright, patent, trademark, trade secret or other intellectual property right of any third party, and that the advertiser is solely responsible for securing, maintaining and paying for all such rights and licenses which, for the avoidance of doubt, includes all necessary copyright (including without limitation all royalties payable for the copyright in any underlying works embodied in the advertisement and other related rights), or (iii) render Smart Media Publishing liable to any proceedings whatsoever in any jurisdiction.
7.2 In respect of any advertisement submitted for publication which 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 will have obtained the authority of such person to make use of their name, representation and/or copy.
7.3 The advertiser is solely responsible for any liability whatsoever arising out of any content of the advertisement. The advertiser shall indemnify and hold Smart Media Publishing harmless against all claims, costs, proceedings, demands, losses, damages, expenses or liability (including any damages or compensation paid by Smart Media Publishing on the advice of its legal advisers to compromise or settle any claim) howsoever arising directly as a result of any breach or non-performance by the advertiser of any of the representations, warranties or other terms contained in the terms or implied by law, or as a result of any claim by a third party based on facts which, if substantiated, would constitute such a breach or non-performance.
8. Limitation of liability
8.1 Any complaint, claim or query whether in relation to the advertisement and/or creative solution, or an invoice, must be raised by the advertiser within 28 days of the publication date and shall not be valid thereafter. Without prejudice to Smart Media Publishing’s right to be paid for the advertisement and/or creative solution any complaint, claim or query shall not affect the liability of the advertiser in relation to any payment due to Smart Media Publishing.
8.2 In no circumstances shall the total liability of Smart Media Publishing for any error or omission or breach of these terms in respect of an advertisement and/or creative solution exceed the rate for the respective item as set out in the Sales Order Form and;
8.3 In no event shall Smart Media Publishing be liable for any tortious loss (including negligence and negligent misstatement), misrepresentation, breach of statutory duty or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not Smart Media Publishing is advised of the possibility of loss, liability, damage or expense) including but not limited to: loss of revenue; loss of actual or anticipated profits (including for loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of sales or business; loss of operating time or loss of use; loss of opportunity; loss of or damage to goodwill or reputation; loss of, damage to or corruption of data; or any indirect or consequential loss or damage howsoever caused.
8.4 Smart Media Publishing will not be liable for any loss of copy, artwork, photographs or other materials, which the advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose it may require.
8.5 Where the advertiser is an advertising or other agent instructed by a third party, the advertiser warrants that it is authorised by such third party to book advertising with Smart Media Publishing and accept these terms on behalf of the third party and shall indemnify Smart Media Publishing against any claims made by such third party against it arising from its publication of the advertisement.
9. Destruction of advertising material
9.1 Smart Media Publishing reserves the right to destroy all materials relating to the advertisement that have been in its custody for 12 months, and may exercise this right without notice to the advertiser. The advertiser must provide explicit written instructions or arrangements if they wish their material to be held in storage or returned.
10. Confidentiality and data protection
10.1 The advertiser warrants and undertakes to Smart Media Publishing to treat all information provided by Smart Media Publishing in connection with the publication, the advertisement and/or in relation to Smart Media Publishing’s business as strictly confidential; and not under any circumstances to share any such information with any third party.
10.2 The obligation set out in the preceding sub-clause shall not apply to any information which prior to its receipt from Smart Media Publishing was lawfully in the possession of the advertiser and at its or their free disposal; or is generally available to the public through no act or default of the advertiser or its or their respective agents, employees, officers and representatives.
11.1 All contracts for advertising (materials, including all copy and imagery, supplied by the advertiser, to be printed on the page) are related to advertising space only and no undertaking can be given as part of a contract to include any editorial material in any publication.
11.2 By signing Smart Media Publishing’s Sales Order Form, which references these terms, you accept that these terms remain in force regardless of any other terms and conditions that may govern each sale/purchase, and that these terms shall prevail if contradicted.
11.3 Force Majeure, delay and non-performance: Smart Media Publishing shall not be liable to the advertiser for any delay or non-performance of its obligations under these terms to the extent that its performance is interrupted or prevented by any act or omission beyond its reasonable control. Such delay or non-performance shall not constitute a breach of these terms and the time for performance shall be extended by a period equivalent to that during which performance is so prevented. Notwithstanding any such delay or non-performance of its obligations under these terms, Smart Media Publishing shall be entitled to charge the advertiser the advertisement rates and any other sums due to it in full following completion of its obligations under these terms.
11.4 Whilst the parties consider the provisions contained in these terms reasonable, having taken independent legal advice, if any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the parties shall negotiate in good faith to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s).
11.5 Governing law and jurisdiction: These terms and any dispute or claim arising out of or in connection with it (including any non-contractual claims or dispute) shall be governed by and construed in accordance with the laws of England and Wales.
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