Advertising Standard Terms And Conditions

Between

PQ MAGAZINE Accountancy Publication (‘PQ MAGAZINE”) of 4th Floor, Central House, 142 Central
Street, London EC1V 8AR and the Advertiser.

1. DEFINITIONS

“Advertisement (s)” means either a Printed Advertisement(s) and/or On-line Advertisement(s);

“Advertiser” means either the Agent or the Client as appropriate;

“Agent” means that the party appointed by the Client to liaise with PQ MAGAZINE in connection with this Agreement as described in the Order Confirmation. For the avoidance of doubt, where an Agent has been appointed by the Client, the Agent shall resume all the obligations of the Advertiser as laid in this Agreement, including but not limited to payment of all appropriate fees to PQ MAGAZINE;

“Advertising Rates” means the rates agreed for the publication of the Advertisement(s) as further described in the Order Confirmation;

“Advertising Commitment” means that the estimated number of advertisements to be placed by the Advertiser as further described in the Order Confirmation;

“Client” means the party described in the Order Confirmation;

“Display Advertisement(s)” means Printed Advertisement(s) described in the Order Confirmation;

“On-line” means published on any electronic media including but not limited to the Internet;

“On-line Advertisement(s)” means either a Recruitment Classified Advertisement(s) and / or a Display Advertisement(s) to be published On-line as described in the Order Confirmation;

“Order Confirmation Form” means a form supplied by PQ MAGAZINE to the Advertiser detailing the Advertisement;

“Premium Position” means the position as described in the Order Confirmation;

“Printed Advertisement(s)” means either a Recruitment Classified Advertisement(s) and/or a Display Advertisement(s) to be published in hard copy as described in the Order Confirmation;

“Publication(s)” means the publication published by PQ MAGAZINE as further described in the Order Confirmation;

“Publication(s) Date’ means the date which PQ MAGAZINE shall complete all work on the Publication(s) for the appropriate distribution;

“Rate Card” means PQ MAGAZINE’s current standard price list for advertisements as amended from time to time; and

“Recruitment Classified Advertisement(s)” means the Printed Advertisement(s) described in the Order Confirmation.

2. PUBLICATION

PQ MAGAZINE agrees to publish the Advertisement(s) in the publication(s) in consideration of the Advertiser paying to PQ MAGAZINE the Advertising Rates

3. DUTIES OF THE ADVERTISER

3.1 Where the Advertisement(s) is a Printed Advertisement(s), the Advertiser shall supply to PQ MAGAZINE copy in writing and/or artwork to PQ MAGAZINE in accordance with the relevant copy deadlines as notified to the Advertiser by PQ MAGAZINE in the Order Confirmation

3.2 Where the Advertisement(s) is to be published On-line, the Advertiser shall supply to PQ MAGAZINE copy, on appropriate electronic format as notified to the Advertiser by PQ MAGAZINE, in accordance with the relevant copy deadlines as notified to the Advertiser by PQ MAGAZINE in the Order Confirmation

3.3 PQ MAGAZINE shall not accept any liability for the accuracy or timely appearance of any Advertisement(s) if the copy and/or artwork and/or any amendments thereto are not supplied to PQ MAGAZINE within the relevant copy deadlines.

3.4 All copy supplied by the Advertiser to PQ MAGAZINE shall be in the format agreed between the parties

4. AMMENDMENTS AND/OR CANCELLATIONS

4.1 The Advertiser may cancel the Printed Advertisement(s) and/or request an alternative issue by written request to PQ MAGAZINE within 21 working days prior to the Publication(s) Date.

4.2 Requests to cancel or transfer to a different publication or an alternative issue Premium Position may be accepted solely at PQ MAGAZINE’s discretion.

4.3 PQ MAGAZINE reserves the right to charge in full for any additional services provided by PQ MAGAZINE notwithstanding cancellation or transfer of the Advertisement(s).

4.4 PQ MAGAZINE reserves the right to charge the full cost of the Advertisement(s) for any advertisements cancelled with less than the relevant notice period as set forth in clause 4.1.

4.5 FAILURE TO SUPPLY ADVERTISING COPY AND OTHER INFORMATON
If the Advertiser fails to supply PQ MAGAZINE with advertising copy and any other documentation or information necessary for PQ MAGAZINE to fulfil the Order, PQ MAGAZINE shall be entitled to claim compensation from the Advertiser for any loss of revenue, cost and expenses suffered and incurred by PQ MAGAZINE and directly resulting from such failure by the Advertiser.

4.6 ADVERTISER’S FAILURE TO FULFIL THE COMPLETE ORDER
Where an Order consists of more than one advertisement and/or advertisements over a period of time, the Advertiser cannot cancel the Order when it is only partly performed. If the Advertiser purports to cancel the outstanding balance of an Order and/or fails to provide PQ MAGAZINE with advertising copy and other documentation or information relating to the remaining part of the Order, the Advertiser shall relinquish any right to any advertisement series price discount. In addition, PQ MAGAZINE shall be entitled to claim compensation from the Advertiser in accordance with the provisions of clause 4.5

5. REPRINTS

5.1 Cancellations of any reprint order following receipt by PQ MAGAZINE of proof of approval will be subject to additional charges being made calculated in accordance with the work carried out and/or costs incurred in the production thereof

6. INSERTS

6.1 Where the Advertisement(s) is to be published by way of insertion (“the Insertion”) in the Publication(s), the Insertion must be received by PQ MAGAZINE not later that ten (10) working days prior to the Publication(s) Date.

6.2 Failure to provide the Insertion within the appropriate timeframe may subject to PQ MAGAZINE’s sole discretion, necessitates insertion in the following or next available issue of the Publication(s) and any additional costs incurred as a result of such circumstances are for and may be charged to the Advertiser’s account.

7. ON-LINE ADVERTISEMENTS

7.1 As detailed in the Order Confirmation either;
a) PQ MAGAZINE shall publish On-line Advertisements On-line in the advertising window; or
b) PQ MAGAZINE shall provide the Advertiser with a user name and password to enable the Advertiser to publish On-line Advertisements On-line in the advertising window.

7.2 The Advertiser shall submit copy of all On-line Advertisements and any amendments to On-line Advertisements for approval. PQ MAGAZINE shall notify the Advertiser within one (1) working day of On-line Advertisements which are not approved. PQ MAGAZINE reserves the right to withhold approval of any On-line Advertisement(s) for any reason and without prior notice to the Advertiser, in which event, PQ MAGAZINE shall refund any payment received by PQ MAGAZINE in respect of the unpublished On-line Advertisement(s). The On-line Advertisement(s) may be published one (1) working day after submission to PQ MAGAZINE for approval if PQ MAGAZINE has not informed the Advertiser that the On-line Advertisement has not been approved.

7.3 The On-line Advertisement(s) shall remain in the advertising window until the next printed issue of the Publication(s) is published

8. PUBLISHER RIGHTS

8.1 PQ MAGAZINE reserves the right to withhold publications of any Advertisement(s) for any reason and without prior notice to the Advertiser, in which event PQ MAGAZINE shall refund any payment received by PQ MAGAZINE in respect of the unpublished Advertisement(s).

8.2 PQ MAGAZINE reserves the right to transfer the Advertisement to a different publication published by PQ MAGAZINE if the publication of the Publication is delayed or if the Publication is withdrawn from circulation. PQ MAGAZINE shall use reasonable endeavors to ensure that the transferred publication is distributed to a similar market to the Publication.

8.3 If an unpublished Advertisement(s) forms part of a series of Advertisements the Advertiser will be liable to pay for those Advertisements of the series which are published.

8.4 All Advertisements are accepted subjected to PQ MAGAZINE’s right to approve copy and space being available in the issue of the Publication(s) selected by the Advertiser. PQ MAGAZINE will make every reasonable effort to ensure the Advertisement(s) appears in the issue selected by the Advertiser but if the Advertisement(s) appears in a subsequent issue of the Publication(s), the Advertiser will nonetheless remain liable for full payment for the Advertisement(s).

8.5 PQ MAGAZINE reserves the right to determine the position of the Advertisement(s) unless Premium Position has been previously agreed in which event PQ MAGAZINE will use reasonable endeavors to fulfil such an agreement but if unable to do so will waive any additional rate charged for the Premium Position

8.6 All copy and/or artwork and other property of the Advertiser supplied to PQ MAGAZINE is held at the Advertiser’s risk and should be insured by the Advertiser against loss or damage from whatever cause.

8.7 PQ MAGAZINE reserves the right to destroy all copy and/or artwork or other property of the Advertiser which has been in its custody for six (6) months from the date of its last issue.

9. CARE AND ATTENTION

PQ MAGAZINE shall use reasonable care to avoid errors in the Advertisement(s) and to ensure that the Advertisement(s) is published but PQ MAGAZINE cannot in any circumstances accept any liability for any loss from errors or failure in the absence of negligence on the part of PQ MAGAZINE. PQ MAGAZINE does not warrant that the Advertisement(s) will be error-free, accurate or complete.

10. VOUCHER SYSTEM

PQ MAGAZINE shall use reasonable endeavors to supply a free voucher copy or, in the case of a directory, a tear-sheet of the Advertisement(s) as published in the Publication(s) as soon as possible after publication save that no voucher copies will be provided where the price of the Advertisement(s) is less than £100.

11. ADVERTISING TARGET

11.1 The Client agrees to place sufficient Advertisements in the Publication(s) to meet the Advertising Commitment during the Term

11.2 The level of Advertising actually placed in the Publication(s) (“the Actual Advertising”) may be reviewed by PQ MAGAZINE after three (3) months from the commencement of the term and at three monthly intervals thereafter. If the Actual Advertising for each quarter has been less than an appropriate pro-rata proportion of the Advertising Commitment PQ MAGAZINE may:

11.2.1 make and the Advertiser will pay a surcharge based on the appropriate volume rate for the Actual Advertising in the three (3) months preceding the review date as set out in the Rate Card less any sums actually paid for the Actual Advertising; and/or

11.2.2 terminate this Agreement forthwith.

11.3 In any event the Actual Advertising will be reviewed by PQ MAGAZINE at the end of the Term or an earlier termination for any reason by either party and if:

(a) the Actual Advertising has been less than the Advertising Commitment PQ MAGAZINE may make and the Advertiser will pay a surcharge based on the appropriate volume rate for the Actual Advertising as set out in the Rate card less all the sums paid for the Actual Adverting including any surcharge paid in accordance with clause 11.2 above; or

(b) the Actual Advertising has been greater than the Advertising Commitment the Advertiser will pay for the additional advertising in accordance with the rates set out in the Order Confirmation.

11.4 If the Actual Advertising for each quarter exceeds the appropriate pro-rata proportion of the Advertising Commitment, the Advertiser may request PQ MAGAZINE to enter into a new agreement under which the Advertiser will commit to a larger volume of advertising for a further contractual period in substitution for this Agreement.

11.5 In the event that the Advertiser places an advertisement in the publication(s) otherwise than as principal in its own right PQ Magazine shall be entitled to require the Advertiser to pay a surcharge for such advertisement equal to the difference between the sums actually paid for the advertisement and the amount due for such advertisement as set out in the Rate Card. For the avoidance of doubt the Advertiser shall not be treated as principal in its own right if:

(a) the Advertisement(s) is related to the Client’s own products and/or services; or
(b) the Advertiser holds itself out as an Employment Agency and;
(i) it possesses a valid and subsisting license under the terms of the Employment Agencies Act 1973; and
(ii) any responses to the Advertisement(s) are to be received by the Advertiser; and (iii) if the Advertiser carries out initial interviews and short listing of applicants for the vacancies referred to in the Advertisement(s) inserted,

12. PAYMENTS

12.1 The Advertiser agrees to pay PQ MAGAZINE the Advertising Rates in accordance with Order Confirmation. The Client acknowledges that they are responsible for ensuring that all fees are paid in accordance with this Agreement. PQ MAGAZINE reserves the right to invoice the client directly for any fees not paid in accordance with this Agreement by the Agent.

12.2 PQ MAGAZINE reserves the right to vary the Advertising Rates and the rate Card by three (3) months written notice to the Advertiser on receipt of any such notice the Advertiser may cancel this Agreement by providing to PQ MAGAZINE twenty-eight (28) days written notice.

12.3 All invoices of PQ MAGAZINE shall be paid by the Advertiser within thirty (30) days of the date of invoice. In the event of late payment PQ MAGAZINE may charge interest on the amount outstanding before and after judgement at the rate of four (18 percent above the Base Rate of Bank of England in force from time to time from the due date until the date of payment).

12.4 All fees are exclusive of value added taxes which will be added to invoices where appropriate

12.5 PQ MAGAZINE reserves the right to charge an additional fee for any services which are not covered by the Agreement. Such fees shall be notified to the Advertiser prior to commencement of the services and shall be invoiced on completion of the services. Such additional services could include, but shall not be limited to the preparation, production and or design of the Advertisement(s).

12.6 Any fees stated in this Agreement shall only relate and apply to the Advertising services provided hereunder and are in no way an indication of prices for other arrangements, orders or agreements with the Advertiser.

13. CONFIDENTIALITY

13.1 Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material except for the purposes of this Agreement. This provision shall not, however, apply to information or material which is or becomes public knowledge other than by breach by a party of this cause.

13.2 Without limiting the foregoing, said confidential information shall at all times be given protection no less than the Advertiser gives to its own confidential information. Should any such information be disclosed, the Advertiser shall forthwith notify PQ MAGAZINE of the circumstances and assist PQ MAGAZINE in the prosecution of any parties who are in violation of this Agreement.

14. WARRANTY

14.1 The Advertiser warrants that the Advertisement(s) is not in any way illegal, nor is it in any way defamatory or an infringement upon the rights of any third party and is in accordance with the British Code of Advertising Practice as administered by the Advertising Standards Authority in conjunction with the Office of Fair Trading and any other relevant industry standard codes of practice.

14.2 The Advertiser shall indemnify PQ MAGAZINE against any liability arising directly or indirectly from any breach of the above warranties.

14.3 The Advertiser shall indemnify PQ MAGAZINE against any liability to third parties arising out of PQ MAGAZINE’s publication of the Advertisement(s)

15. LIMITATION OF LIABILITY

15.1 PQ MAGAZINE shall not be liable for any claim arising out of this Agreement including any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue). Any liability of PQ MAGAZINE shall in any event be limited to the fees paid by the Advertiser in the year in which the event of default arises.

15.2 Nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees or agents

15.3 Neither party shall be liable for any delay or failure to perform arising from circumstances outside its control

15.4 No failure or delay by PQ MAGAZINE in exercising PQ MAGAZINE’s rights and remedies under this Agreement shall constitute a waiver of such rights and remedies and preclude PQ Magazine enforcing them within the normal limitation period.

16. TERM AND TERMINATION

16.1 The term is set forth in the Order Confirmation unless terminated sooner under the provisions of this Agreement.

16.2 PQ MAGAZINE may terminate this Agreement by giving thirty (30) days written notice to the Advertiser for any one or more of the following reasons:

(a) upon a material breach by the Advertiser of any part of this Agreement which is incapable of remedy or which, if capable of remedy, is not so rectified within thirty (30) days; or

(b) upon an order being made for the purposes of liquidation or bankruptcy of the Advertiser (save for the purposes of voluntary reconstruction or amalgamation); or

16.3 Termination shall be without prejudice to any other rights or remedy which may have accrued prior to the termination.

17. GENERAL

17.1 This agreement contains the entire understanding between the parties hereto and supersedes all previous agreements between the parties. No other terms or conditions (including any written, given verbally or attached to any purchase order form, document or correspondence) shall be included or implied unless agreed upon in writing signed by an authorised officer or representative of each of the parties to this Agreement.

17.2 This Agreement may not be assigned by the Advertiser. PQ MAGAZINE may assign this Agreement to another company within its group of companies

17.3 If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining terms or provisions shall remain in full force and effect and such invalid, illegal or unenforceable terms and provisions shall be deemed not to have been part of this Agreement.

17.4 This Agreement shall be subject to and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts